10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2005

OR

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 001-12482

GLIMCHER REALTY TRUST

(Exact name of registrant as specified in its charter)

Maryland	31-1390518
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

150 East Gay Street Columbus, Ohio	43215
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (614) 621-9000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Shares of Beneficial Interest, par value $0.01 per share 8 ¾% Series F Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share 8 ⅛% Series G Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share	New York Stock Exchange New York Stock Exchange New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [X] No [_]

Indicated by check mark if the Registrant is not required to file reports pursuant to Section 12 or Section 15(d) of the Securities Exchange Act of 1934. Yes [_] No [X]

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [_]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K [_].

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check One): Large accelerated filer [X] Accelerated filer [_] Non-accelerated filer [_]

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [_] No [X]

As of February 22, 2006, there were 36,561,577 Common Shares of Beneficial Interest outstanding, par value $0.01 per share.

The aggregate market value of the voting stock held by non-affiliates of the Registrant, based on the closing price of the Registrant’s Common Shares of Beneficial Interest as quoted on the New York Stock Exchange on June 30, 2005, was $981,042,753.

Documents Incorporated By Reference

Portions of the Glimcher Realty Trust Proxy Statement to be filed with the Securities and Exchange Commission within 120 days after the year covered by this Form 10-K with respect to the Annual Meeting of Shareholders to be held on May 5, 2006 are incorporated by reference into Part III of this Report.

Page 1 of  86

TABLE OF CONTENTS

Item No.		Form 10-K
		Report Page
PART I
1.	Business	3
1A.	Risk Factors	7
1B.	Unresolved Staff Comments	13
2.	Properties	13
3.	Legal Proceedings	20
4.	Submission of Matters to a Vote of Security Holders	21
PART II
5.	Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	21
6.	Selected Financial Data	22
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
7A.	Quantitative and Qualitative Disclosures About Market Risk	41
8.	Financial Statements and Supplementary Data	41
9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	41
9A.	Controls and Procedures	42
9B.	Other Information	44
PART III
10.	Trustees and Executive Officers of the Registrant	44
11.	Executive Compensation	44
12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	44
13.	Certain Relationships and Related Transactions	45
14.	Principal Accounting Fees and Services	45
15.	Exhibits and Financial Statement Schedules	45
Signatures		52

PART I

This Form 10-K, together with other statements and information publicly disseminated by Glimcher Realty Trust (“GRT” or the “Registrant”), contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are based on assumptions and expectations which may not be realized and are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual results, financial and otherwise, may differ from the results discussed in the forward-looking statements. Risks and other factors that might cause differences, some of which could be material, include, but are not limited to: the effect of economic and market conditions; tenant bankruptcies; bankruptcies of joint venture partners; rejection of leases by tenants in bankruptcy; the failure to qualify as a REIT (as hereinafter defined); failure to consummate financing, including the repayment of debt; financing and development risks, including lack of satisfactory equity and debt financing, construction and lease-up delays and cost overruns; the level and volatility of interest rates; increases in impairment charges; the consummation of asset sales at acceptable prices; the financial stability of tenants within the retail industry; the rate of revenue increases versus expense increases; the failure of the closing of the sale of properties to take place from time to time; the failure to attract innovative retailers; the failure to complete proposed acquisitions; the failure to sell properties as anticipated; the failure to achieve earnings/Funds From Operations targets or estimates; conflicts of interest with existing joint ventures partners; the failure to complete planned redevelopments of properties; the failure of the Company to make additional investments in regional mall properties; the failure of joint venture relationships; and the failure to fully recover tenant obligations for common area maintenance (“CAM”), taxes and other property expenses, as well as other risks listed from time to time in this Form 10-K and in GRT’s other reports filed with the Securities and Exchange Commission (“SEC”).

Item 1.  Business

(a) General Development of Business

GRT is a fully-integrated, self-administered and self-managed Maryland real estate investment trust (“REIT”) which was formed on September 1, 1993 to continue the business of The Glimcher Company (“TGC”) and its affiliates, of owning, leasing, acquiring, developing and operating a portfolio of retail properties consisting of regional and super regional malls and community shopping centers (including single tenant retail properties). Enclosed regional and super regional malls in which we hold an ownership position (including joint venture interests) are referred to as “Malls” and community shopping centers (including single tenant retail properties) in which we hold an ownership position are referred to as “Community Centers.” The Malls and Community Centers may from time to time be individually referred to herein as a “Property” and collectively referred to herein as the “Properties.” On January 26, 1994, GRT consummated an initial public offering (the “IPO”) of 18,198,000 of its common shares of beneficial interest (the “Common Shares”) including 2,373,750 over allotment option shares. The net proceeds of the IPO were used by GRT primarily to acquire (at the time of the IPO) an 86.2% interest in Glimcher Properties Limited Partnership (the “Operating Partnership,” “OP” or “GPLP”), a Delaware limited partnership of which Glimcher Properties Corporation (“GPC”), a Delaware corporation and a wholly owned subsidiary of GRT, is sole general partner. At December 31, 2005, GRT held a 91.6% interest in the Operating Partnership.

GRT, the Operating Partnership and entities directly or indirectly owned or controlled by GRT, on a consolidated basis, are hereinafter referred to as the “Company,” “we,” “us” or “our.”

The Company does not engage or pay a REIT advisor. Management, leasing, accounting, legal, design and construction supervision expertise is provided through its own personnel, or, where appropriate, through outside professionals.

(b) Narrative Description of Business

General: The Company is a recognized leader in the ownership, management, acquisition and development of regional and super-regional malls. At December 31, 2005, the Properties consisted of 25 Malls (24 wholly-owned and 1 partially owned through a joint venture) containing an aggregate of 22.7 million square feet of gross leasable area (“GLA”) and 11 Community Centers (including one single tenant retail property) containing an aggregate of 1.9 million square feet of GLA. The Company also provides leasing, legal and property management services for Jefferson Pointe, a 545,000 square foot open-air lifestyle retail center in Fort Wayne, Indiana. The Company has no ownership interest in Jefferson Pointe and therefore excludes it from the Company’s reporting of property results. Management fee income earned from managing Jefferson Pointe is reported in the consolidated financial statements.

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For purposes of computing occupancy statistics, anchors are defined as tenants whose space is equal to or greater than 20,000 square feet of GLA. This definition is consistent with the industry’s standard definition determined by the International Council of Shopping Centers (“ICSC”). All tenant spaces less than 20,000 square feet and outparcels are considered to be stores. The Company computes occupancy on an economic basis, which means only those spaces where the store is open or the tenant is paying rent are considered as occupied. The Company includes GLA for certain anchors and outparcels that are owned by third parties. Mall anchors, which are owned by third parties and are open, and/or are obligated to pay the Company charges, are considered occupied when reporting occupancy statistics. Community Center anchors owned by third parties are excluded from the Company’s GLA. These differences in treatment between Malls and Community Centers are consistent with industry practice. Outparcels at both Community Center and Mall Properties are included in GLA if the Company owns the land or building. The outparcels where a third party owns the land and buildings, but contributes nominal ancillary charges are excluded from GLA.

As of December 31, 2005, the occupancy rate for all of the Properties was 91.9% of GLA. The occupied GLA was leased at 84.9%, 7.9% and 7.2% to national, regional and local retailers, respectively. The Company’s focus is to maintain high occupancy rates for the Properties by capitalizing on management’s long-standing relationships with national and regional tenants and its extensive experience in marketing to local retailers.

As of December 31, 2005, the Properties had annualized minimum rents of $228.3 million. Approximately 81.9%, 7.6% and 10.5% of the annualized minimum rents of the Properties as of December 31, 2005 were derived from national, regional and local retailers, respectively. There are no tenants representing more than 5.0% of the aggregate annualized minimum rents of the Properties as of December 31, 2005.

Malls: The Malls provide a broad range of shopping alternatives to serve the needs of customers in all market segments. Each Mall is anchored by multiple department stores such as Belk’s, The Bon-Ton, Boscov’s, Dillard’s, Elder-Beerman, Foley’s, JCPenney, Kaufmann’s, Kohl’s, Macy’s, Meier & Frank Co., Nordstrom, Parisian, Saks, Sears and Von Maur. Mall stores, most of which are national retailers, include Abercrombie & Fitch, American Eagle Outfitters, Banana Republic, Barnes & Noble, Bath & Body Works, The Disney Store, Finish Line, Foot Locker, Gap, Hallmark, Kay Jewelers, The Limited, Limited Express, New York and Company, Old Navy, Pacific Sunwear, Radio Shack, Victoria’s Secret, Waldenbooks and Zales Jewelers. To provide a complete shopping, dining and entertainment experience, the Malls generally have at least one theme restaurant, a food court which offers a variety of fast food alternatives, and, in certain of the Malls, multiple screen movie theaters and other entertainment activities. The largest operating Mall has 1.6 million square feet of GLA and approximately 140 stores, while the smallest has 441,000 square feet of GLA and approximately 60 stores. The Malls also have additional restaurants and retail businesses, such as P.F. Chang’s, The Palm, Red Lobster, Best Buy and Pier One, located along the perimeter of the parking areas.

As of December 31, 2005, the Malls accounted for 92.4% of the total GLA, 94.9% of the aggregate annualized minimum rents of the Properties and had an overall occupancy rate of 93.2%.

Community Centers: The Company’s Community Centers are designed to attract local and regional area customers and are typically anchored by a combination of discount department stores, supermarkets or drug stores (“Community Anchors”) which attract shoppers to each center’s smaller shops. The tenants at the Company’s Community Centers typically offer day-to-day necessities and value-oriented merchandise. Community Anchors include nationally recognized retailers such as JCPenney, Kmart and supermarkets such as Kroger. Many of the Community Centers have retail businesses or restaurants located along the perimeter of the parking areas.

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As of December 31, 2005, the Community Centers accounted for 7.6% of the total GLA, 5.1% of the aggregate annualized minimum rents of the Properties and had an overall occupancy rate of 75.8%.

Growth Strategies and Operating Policies: Management of the Company believes per share growth in both net income and funds from operations (“FFO”) are important factors in enhancing shareholder value. The Company believes that the presentation of FFO provides useful information to investors and a relevant basis for comparison among REITS. Specifically, the Company believes that FFO is a supplemental measure of the Company’s operating performance as it is a recognized standard in the real estate industry, in particular, real estate investment trusts. The National Association of Real Estate Investment Trusts (“NAREIT”) defines FFO as net income (loss) available to common shareholders (computed in accordance with Generally Accepted Accounting Principles (“GAAP”)), excluding gains or losses from sales of depreciable property, plus real estate related depreciation and amortization and after adjustments for unconsolidated partnerships and joint ventures. FFO does include impairment losses for properties held for use and held for sale. The Company’s FFO may not be directly comparable to similarly titled measures reported by other real estate investment trusts. FFO does not represent cash flow from operating activities in accordance with GAAP and should not be considered as an alternative to net income (determined in accordance with GAAP), as an indication of the Company’s financial performance or to cash flow from operating activities (determined in accordance with GAAP), as a measure of the Company’s liquidity, nor is it indicative of funds available to fund the Company’s cash needs, including its ability to make cash distributions. A reconciliation of FFO to net income available to common shareholders is provided in Item 7.

GRT intends to operate in a manner consistent with the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), applicable to REITs and related regulations with respect to the composition of the Company’s portfolio and the derivation of income unless, because of circumstances or changes in the Code (or any related regulation), the trustees of GRT determine that it is no longer in the best interests of GRT to qualify as a REIT.

The Company’s acquisition strategies are to selectively acquire strategically located properties in markets where management has extensive operating experience. Such strategy is focused on dominant anchored retail properties within the top 100 metropolitan markets by population that have near-term upside potential or offer advantageous opportunities for the Company.

The following factors, among others, are considered by the Company in making acquisitions: (i) the geographic area and type of property; (ii) the location, construction quality, condition and design of the property; (iii) the current FFO generated by the property and the ability to increase FFO through property repositioning and proactive management of the tenant base; (iv) the potential for capital appreciation; (v) the terms of tenant leases; (vi) the existing tenant mix at the property; (vii) the potential for economic growth and the tax and regulatory environment of the communities in which the property is located; (viii) the occupancy rates and demand by tenants for properties of similar type in the vicinity; and (ix) the prospects for financing or refinancing the property.

The Company acquires and develops its Properties as long-term investments. Therefore, its focus is to provide for regular maintenance of its Properties and to conduct periodic renovations and refurbishments to preserve and increase Property values while also increasing the retail sales prospects of its tenants. The projects usually include renovating existing facades, installing uniform signage, updating interior decor, replacement of roofs and skylights, resurfacing parking lots and increasing parking lot lighting. To meet the needs of existing or new tenants and changing consumer demands, the Company also reconfigures and expands its Properties, including utilizing land available for expansion and development of outparcels or the addition of new anchors. In addition, the Company works closely with its tenants to renovate their stores and enhance their merchandising capabilities.

Financing Strategies: At December 31, 2005, the Company had a total-debt-to-total-market-capitalization ratio of 56.1% based upon the closing price of the Common Shares on the New York Stock Exchange as of December 31, 2005. The Company is working to maintain this ratio in the mid-fifty percent range by managing outstanding debt and increasing the value of its outstanding Common Shares. The Company expects that it may, from time to time, re-evaluate its policy with respect to its ratio of total-debt-to-total-market capitalization in light of then current economic conditions; relative costs of debt and equity capital; market values of its Properties; acquisition, development and expansion opportunities; and other factors, including meeting the taxable income distribution requirement for REITs under the Code in the event the Company has taxable income without receipt of cash sufficient to enable the Company to meet such distribution requirements. The Company’s preference is to obtain fixed rate, long-term debt for its Properties. At December 31, 2005, 82.8% of total Company debt was fixed rate. Shorter term and variable rate debt typically is employed for Properties anticipated to be expanded or redeveloped.

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Competition: All of the Properties are located in areas that have shopping centers and/or malls and other retail facilities. Generally, there are other retail properties within a five-mile radius of a Property. The amount of rentable retail space in the vicinity of the Company’s Properties could have a material adverse effect on the amount of rent charged by the Company and on the Company’s ability to rent vacant space and/or renew leases of such Properties. There are numerous commercial developers, real estate companies and major retailers that compete with the Company in seeking land for development, properties for acquisition and tenants for properties, some of which may have greater financial resources than the Company and more operating or development experience than that of the Company. There are numerous shopping facilities that compete with the Company’s Properties in attracting retailers to lease space. In addition, retailers at the Properties may face increasing competition from e-commerce, outlet malls, discount shopping clubs, catalog companies, direct mail, telemarketing and home shopping networks.

Employees: At December 31, 2005, the Company had an aggregate of 1,128 employees, of which 567 were part-time.

Seasonality: The shopping center industry is seasonal in nature, particularly in the Company’s fourth quarter during the holiday season when retailer occupancy and retail sales are typically at their highest levels. In addition, shopping malls achieve a substantial portion of their specialty (temporary retailer) rents during the holiday season.

Tax Status: GRT believes it has been organized and operated in a manner that qualifies for taxation as a REIT and intends to continue to be taxed as a REIT under Sections 856 through 860 of the Code. As such, GRT generally will not be subject to federal income tax to the extent it distributes at least 90.0% of its REIT ordinary taxable income to its shareholders. Additionally, the Company must satisfy certain requirements regarding its organization, ownership and certain other requirements, such as a requirement that its shares be transferable. Moreover, the Company must meet certain tests regarding its income and assets. At least 75.0% of the Company’s gross income must be derived from passive income closely connected with real estate activities. In addition, 95.0% of the Company’s gross income must be derived from these same sources, plus dividends, interest and certain capital gains. To meet the asset test, at the close of each quarter of the taxable year, at least 75.0% of the value of the total assets must be represented by real estate assets, cash and cash equivalent items (including receivables), and government securities. In addition, to qualify as a REIT, there are several rules limiting the amount and type of securities that GRT can own, including the requirement that not more than 25.0% of the value of the total assets can be represented by securities. If GRT fails to meet the requirements to qualify for REIT status, the Company may cease to qualify as a REIT and may be subject to certain penalty taxes. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to federal income tax (including any applicable alternative minimum tax) on its taxable income at regular corporate rates. As a qualified REIT, the Company is subject to certain state and local taxes on its income and property and to federal income and excise taxes on its undistributed income.

(c) Available information

GRT files this Form 10-K and other periodic reports and statements electronically with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information provided by issuers at http://www.sec.gov. GRT’s reports, including amendments, are also available free of charge on its website, www.glimcher.com, as soon as reasonably practical after such reports are filed with the SEC. Information on this website is not considered part of this filing. GRT’s Corporate Governance Guidelines, Code of Business Conduct and Ethics, Code of Ethics for Senior Financial Officers, Audit Committee Charter, Amended and Restated Executive Compensation Committee Charter and Amended and Restated Nominating and Corporate Governance Committee Charter are available on the Company’s website and copies of each are available in print to any shareholder who requests them.

6

Item 1A.  Risk Factors

There are many factors that affect our business and the results of our operations, many of which are beyond our control. The following is a description of the most significant factors that might cause the actual results of operations in future periods to differ materially from those currently expected or desired.

We are subject to risks inherent in owning real estate investments.

Real property investments are subject to varying degrees of risk. If our properties do not generate sufficient income to meet expenses, our ability to make dividend distributions to you and the value of your shares will be adversely affected by the economic climate and certain local conditions including:

● oversupply of space or reduced demand for rental space and newly developed properties;

● the attractiveness of our properties compared to other space;

● our ability to provide adequate maintenance; and

● fluctuations in real estate taxes, insurance and other operating costs.

Applicable laws, including tax laws, interest rate levels and the availability of financing, may adversely affect our income and real estate values. In addition, real estate investments are relatively illiquid and, therefore, our ability to sell our properties quickly may be limited. We cannot be sure that we will be able to lease space as tenants move out or as to the rents we may be able to charge new tenants at such space.

Our insurance coverage in the future may not include adequate amounts of terrorism insurance.

Our all risk property insurance policies include coverage for foreign and domestic acts of terrorism on our consolidated real estate assets through January 1, 2007. In the future, insurers may limit the amount of coverage available to us for terrorism insurance on our properties (or we may not be able to obtain such insurance at all), or the cost of property and liability insurance policies including coverage for acts of terrorism may be unreasonable. As a result, there can be no assurance that we will be able to obtain adequate amounts of terrorism insurance on our properties after January 1, 2007 or, if we can, that the premiums for the insurance will be reasonable.

We rely on major tenants.

At December 31, 2005, our three largest tenants were Gap, Inc., Limited Brands, Inc. and Foot Locker, Inc., representing 3.2%, 2.8% and 2.7% of our annualized minimum rents, respectively. No other tenant represented more than 2.5% of the aggregate annualized minimum rents of our properties as of such date. Our financial position and ability to make distributions may be adversely affected by the bankruptcy, insolvency, or general downturn in the business of any such tenant, or in the event any such tenant does not renew a number of its leases as they expires.

Bankruptcy of our tenants or downturns in our tenants’ businesses may reduce our cash flow.

Since we derive almost all of our income from rental payments, our cash available for distribution would be adversely affected if a significant number of our tenants were unable to meet their obligations to us, or if we were unable to lease vacant space in our properties on economically favorable terms. A tenant may seek the protection of the bankruptcy laws, which could result in the termination of its lease causing a reduction in our cash available for distribution. A downturn in a tenant’s business may result in a reduction in the rent based on a percentage of the tenant’s sales. Furthermore, certain of our tenants, including anchor tenants, hold the right under their lease(s) to terminate their lease(s) or reduce their rental rate if certain occupancy conditions are not met, if certain anchor tenants are closed, if certain sales levels or profit margins are not achieved, or if an exclusive use provision is violated.

7

We face significant competition that may decrease the occupancy and rental rates of our properties.

We compete with many commercial developers, real estate companies and major retailers. Some of these entities develop or own malls, value-oriented retail properties and community shopping centers that compete for tenants. We face competition for prime locations and for tenants. New regional malls or other retail shopping centers with more convenient locations or better rents may attract tenants or cause them to seek more favorable lease terms at or prior to renewal. Retailers at our properties may face increasing competition from other retailers, e-commerce, outlet malls, discount shopping clubs, catalog companies, direct mail, telemarketing and home shopping networks all of which could affect their ability to pay rent or desire to occupy the property.

The failure to fully recover from tenants cost reimbursements for common area maintenance (“CAM”), taxes and insurance could adversely affect our operating results.

The computation of cost reimbursements from tenants for CAM, insurance and real estate taxes is complex and involves numerous judgments including interpretation of terms and other tenant lease provisions. Most tenants make monthly fixed payments of CAM, real estate taxes and other cost reimbursements items. After the end of the calendar year, we compute each tenant’s final cost reimbursements and issue a bill or credit for the full amount, after considering amounts paid by the tenants during the year. Final adjustments for the year ended December 31, 2005 have not yet been determined. At December 31, 2005, we had recorded in accounts receivables $5.5 million of costs expected to be recovered from tenants during the first six months of 2006. There can be no assurance that we will collect all or substantially all of this amount.

The results of operations for our properties depend on the economic conditions of the regions of the United States in which they are located.

Our results of operations and distributions to you will be subject generally to economic conditions in the regions in which our properties are located. For the year ended December 31, 2005, approximately 31% of annualized minimum rents came from our properties located in Ohio.

We may be unable to successfully develop properties or operate developed properties.

As a result of economic and other conditions and required government approvals, development projects may not be pursued or may be completed later or with higher costs than anticipated. Development activities involve significant risks, including:

· the expenditure of funds on and devotion of time to projects which may not come to fruition;

· increased construction costs, possibly making the project uneconomical;

· an inability to obtain construction financing and permanent financing on favorable terms; and

· occupancy rates and rents not sufficient to make a project profitable.

In the event of an unsuccessful development project, our loss could exceed our investment in the project.

We could incur significant costs related to environmental issues.

Under some environmental laws, a current or previous owner or operator of real property, and parties that generate or transport hazardous substances that are disposed of on real property, may be liable for the costs of investigating and remediating these substances on or under the property. In connection with the ownership or operation of our properties, we could be liable for such costs which could be substantial and even exceed the value of such property or the value of our aggregate assets. The failure to remediate toxic substances may adversely affect our ability to sell or rent any of our properties or to borrow funds. In addition, environmental laws may require us to expend substantial sums in order to use our properties or operate our business.

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We have established a contingency reserve for one environmental matter as noted in Note 13 of our consolidated financial statements.

We may incur significant costs of complying with the Americans with Disabilities Act and similar laws.

We may be required to expend significant sums of money to comply with the Americans with Disabilities Act of 1990, as amended (“ADA”), and other federal and local laws in order for our properties to meet requirements related to access and use by disabled persons. We may incur additional costs when complying with the ADA in the future.

Our failure to qualify as a REIT would have serious adverse consequences to you.

GRT believes that it has qualified as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”), since 1994, but cannot be sure that it will remain so qualified. Qualification as a REIT involves the application of highly technical and complex Code provisions, and the determination of various factual matters and circumstances not entirely within GRT’s control may impact GRT’s ability to qualify as a REIT under the Code. In addition, GRT cannot be sure that new laws, regulations and judicial decisions will not significantly change the tax laws relating to REITs, or the federal income tax consequences of REIT qualification.

If GRT fails to qualify as a REIT, it will be subject to federal income tax (including any applicable alternative minimum tax) on taxable income at regular corporate income tax rates. Additionally, unless entitled to relief under certain statutory provisions, GRT will also be disqualified from electing to be treated as a REIT for the four taxable years following the year during which the qualification is lost, thereby reducing net earnings available for investment or distribution to you because of the additional tax liability imposed for the year or years involved. Lastly, GRT would no longer be required by the Code to make any dividend distributions as a condition to REIT qualification. To the extent that dividend distributions to you may have been made in anticipation of qualifying as a REIT, we might be required to borrow funds or to liquidate certain of our investments to pay the applicable tax.

Our ownership interests in certain partnerships and other ventures are subject to certain tax risks.

Some of our property interests and other investments are made or held through entities in which we have an interest (the “Subsidiary Partnerships”). The tax risks of this type of ownership include possible challenge by the Internal Revenue Service of allocations of income and expense items which could affect the computation of our taxable income, or a challenge to the status of any such entities as partnerships (as opposed to associations taxable as corporations) for federal income tax purposes, as well as the possibility of action being taken by such entities that could adversely affect GRT’s qualification as a REIT, for example, by requiring the sale of a property. We believe that the entities in which we have an interest have been and will be treated for tax purposes as partnerships (and not treated as associations taxable as corporations). If our ownership interest in any entity taxable as a corporation exceeded 10% (in terms of vote or value) of such entity’s outstanding securities (unless such entity were a “taxable REIT subsidiary,” or a “qualified REIT subsidiary,” as those terms are defined in the Code) or the value of interest in any such entity exceeded 5% of the value of our assets, then GRT would cease to qualify as a REIT; distributions from any of these entities would be treated as dividends, to the extent of earnings and profits; and we would not be able to deduct our share of losses, if any, generated by such entity in computing our taxable income.

We may not have to access other sources of funds in order to meet our REIT distribution requirements.

In order to qualify to be taxed as a REIT, we must make annual distributions to our shareholders of at least 90% of our taxable income (determined by excluding any net capital gain). The amount available for distribution will be affected by a number of factors, including the operation of our properties. We have sold a number of non-core assets and intend in the future to sell additional selected non-core assets. The loss of rental income associated with our properties sold will in turn affect net income and FFO. In order to maintain REIT status, we may be required to make distributions in excess of net income and FFO. In such a case, it may be necessary to arrange for short-term (or possibly long-term) borrowings, or to issue preferred or other securities, to raise funds, which may not be possible.

9

Debt financing could adversely affect our performance.

As of December 31, 2005, we had $1.5 billion of combined mortgage indebtedness and outstanding borrowings under our credit facility, of which $99.9 million matures during 2006. After the refinancing of a $30.0 million loan on January 13, 2006, $69.9 million remains scheduled to mature in 2006. As of December 31, 2005, we have borrowed $150.0 million from our credit facility, which matures on August 21, 2008. A number of outstanding loans will require lump sum or “balloon” payments for the outstanding principal balance at maturity, and we may finance future investments that may be structured in the same manner. Our ability to repay indebtedness at maturity, or otherwise, may depend on our ability to either refinance such indebtedness or to sell our properties. If we are unable to repay any of our debt at or before maturity, then we may have to borrow against our properties that are not encumbered or from our credit facility, to the extent it has availability thereunder, to make such repayments. In addition, a lender could foreclose on one or more of our properties to collect its debt. This could cause us to lose part or all of our investment, which could reduce the value of the Common Shares and the distributions payable to you.

Certain of our financing arrangements contain limitations on the amount of debt that we may incur.

Our $300 million unsecured credit facility is the most restrictive of our financing arrangements. Accordingly, at December 31, 2005, the additional amount that may be borrowed from this facility or other sources based upon the restrictive covenants in the credit facility is $260.5 million. Additional amounts could be borrowed based upon the use of proceeds. The ratio of total-debt-to-total-market capitalization was 56.1% as of December 31, 2005. As used herein, “total market capitalization” means the sum of the outstanding amount of all indebtedness, the total liquidation preference of all preferred shares and the total market value of the outstanding Common Shares and the units of partnership interest in GPLP (“OP Units”) (based on the closing price of the Common Shares on December 31, 2005).

Our financial condition and distributions could be adversely affected by financial covenants.

Our mortgage indebtedness and credit facility impose certain financial and operating restrictions on our properties and restrictions on secured subordinated financing and financings on properties. These restrictions include restrictions on borrowings, prepayments and distributions. Additionally, our credit facility requires certain financial tests to be met and some of our mortgage indebtedness provides for prepayment penalties, each of which could restrict financial flexibility.

Our variable rate debt obligations may impede our operating performance and put us at a competitive disadvantage, as well as adversely affect our ability to pay distributions to you.

Required repayments of debt and related interest can adversely affect our operating performance. As of December 31, 2005, approximately $254.4 million of our indebtedness bears interest at a variable rate. Accordingly, an increase in interest rates on our existing indebtedness would increase interest expense, which could adversely affect our cash flow and ability to pay distributions. For example, if market rates of interest on our variable rate debt outstanding as of December 31, 2005, increased by 100 basis points, the increase in interest expense on our existing variable rate debt would decrease future earnings and cash flows by approximately $2.5 million annually.

An increase in interest rates or total-debt-to-total market capitalization could cause a decrease in the market price of the outstanding Common Shares.

We believe that investors generally perceive REIT’s as yield-driven investments and compare the annual yield from distributions by REITs with yields on various other types of financial instruments. Thus, an increase in market interest rates generally could adversely affect the market price of Common Shares. Additionally, investors may react negatively to an increase in total-debt-to-total-market capitalization.

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The Board of Trustees has unlimited authority to increase the amount of debt that we may incur.

The Board of Trustees (the “Board”) determines financing objectives and the amount of the indebtedness that we may incur and may make revisions to these objectives at any time without a vote of our shareholders. Although the Board has no present intention to change these objectives, revisions could result in a more highly leveraged company with an increased risk of default on indebtedness and an increase in debt service charges.

Our issuance of additional Common Shares may affect prevailing market prices for the outstanding Common Shares.

Future sales or the anticipation of such sales of additional Common Shares may have an adverse effect on the market price of our Common Shares.

Our ability to operate or dispose of any partially-owned properties that we may acquire may be restricted.

Our ownership of properties through partnership or joint venture investments may involve risks not otherwise present for wholly-owned properties. These risks include the possibility that our partners or co-venturers might become bankrupt, might have economic or other business interests or goals which are inconsistent with our business interests or goals and may be in a position to take action contrary to our instructions or requests contrary to our policies or objectives, including our policy to maintain our qualification as a REIT. We may need the consent of our partners for major decisions affecting properties that are partially-owned. Joint venture agreements may also contain provisions that could force us to sell all of our interest in, or buy all of our partners’ interests in, such entity or property. These provisions may be triggered at a time when it is not advantageous for us to either buy our partners’ interests or sell our interest. Additionally, if we serve as the managing member of a property-owning joint venture, we may have certain fiduciary responsibilities to the other participants in such entity. There is no limitation under our organizational documents as to the amount of funds that may be invested in partnerships or joint ventures.

We are subject to certain limitations on property sales and conflicts of interest.

GPLP may not enter into certain transactions, including the sale of all or substantially all of its assets, without consent from the holders of a majority (excluding GRT) of the OP Units. This majority vote requirement effectively means that Herbert Glimcher, the Chairman of the Board and his sons, David Glimcher and Michael Glimcher, the President, Chief Executive Officer and a Trustee of GRT, must approve any such transaction because, together with their spouses, they own approximately 4.9% of the OP Units (which constitutes a majority of the OP Units other than those owned by GRT) outstanding as of December 31, 2005. This veto right may limit our ability to enter into a liquidating transaction that may be in your best interest.

As a result of Herbert Glimcher’s, David Glimcher’s and Michael Glimcher’s status as holders of both Common Shares and OP Units, they have interests that conflict with GRT shareholders with respect to business decisions affecting GRT and GPLP. In particular, as holders of OP Units, they may suffer different and/or more adverse tax consequences than GRT upon the sale or refinancing of some of our properties due to unrealized gains attributable to these properties. Therefore, GRT may have objectives different from Herbert Glimcher, David Glimcher and Michael Glimcher regarding the appropriate pricing and timing of any sale or refinancing of certain of our properties. Although GRT (through a wholly owned subsidiary), as the sole general partner of GPLP, has the exclusive authority as to whether and on what terms to sell, refinance, or seek to purchase an interest in an individual property, Herbert Glimcher, David Glimcher and Michael Glimcher might seek to influence decisions with respect to these actions, even though those actions might otherwise be financially advantageous or adverse to GRT. They also may seek to influence management to refinance one or more of our properties with a higher level of debt than would be in GRT’s best interests.

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Our charter and bylaws and the laws of the state of our incorporation contain provisions that may delay, defer or prevent a change in control or other transactions that could provide shareholders with the opportunity to realize a premium over the then-prevailing market price for our Common Shares.

In order to maintain GRT’s qualification as a REIT for federal income tax purposes, not more than 50% in value of the outstanding Common Shares may be owned, directly or indirectly, by five or fewer individuals (as defined in the Code to include certain entities) at any time during the last half of the taxable year. Additionally, 100 or more persons must beneficially own the outstanding Common Shares during the last 335 days of a taxable year of 12 months or during a proportionate part of a shorter tax year.

To ensure that GRT will not fail to qualify as a REIT under this test, GRT’s organizational documents authorize the Board to take such action as may be required to preserve GRT’s qualification as a REIT and to limit any person, other than Herbert Glimcher, David Glimcher (only with respect to the limitation on the ownership of outstanding Common Shares) and any entities or persons approved by the Board, to direct or indirect ownership exceeding (i) 8.0% of the lesser of the number or value of the outstanding Common Shares, (ii) 9.9% of the lesser of the number or value of the total 8¾% Series F Cumulative Redeemable Preferred Shares of Beneficial Interest (“Series F Preferred Shares”) outstanding and (iii) 9.9% of the lesser of the number or value of the total 8⅛% Series G Cumulative Redeemable Preferred Shares of Beneficial Interest (“Series G Preferred Shares”) outstanding. Herbert Glimcher and David Glimcher are limited to an aggregate of 25% direct or indirect ownership of Common Shares outstanding without approval of the Board. The Board has also granted an exemption to Cohen & Steers Capital Management, Inc., permitting them to own, directly or indirectly, of record or beneficially (i) up to 600,000 Series F Preferred Shares and (ii) up to 14.9% of the lesser of the number or value of the outstanding shares of any other class of the GRT’s equity securities. However, in no event, shall they be permitted to own, directly or indirectly, of record or beneficially, more than 14.9% of the lesser of the number or value of all outstanding shares of GRT’s equity securities. Despite these provisions, GRT cannot be sure that there will not be five or fewer individuals who will own more than 50% in value of its outstanding Common Shares, thereby causing GRT to fail to qualify as a REIT. The ownership limits may also discourage a change of control in GRT.

The members of the Board are currently divided into three nearly equal classes whose terms expire in 2006, 2007 and 2008, respectively. Each year one class of trustees are elected by GRT’s shareholders to hold office for three years. The staggered terms for Board members may affect the ability of GRT shareholders to change control of GRT even if a change in control were in the interests of the shareholders.

GRT’s Amended and Restated Declaration of Trust, as amended (the “Declaration of Trust”) authorizes the Board to establish one or more series of preferred shares, in addition to those currently outstanding, and to determine the preferences, rights and other terms of any series. The Board could authorize GRT to issue other series of preferred shares that could deter or impede a merger, tender offer or other transaction that some, or a majority, of GRT shareholders might believe to be in their best interest or in which GRT shareholders might receive a premium for their shares over the then current market price of such shares.

On March 9, 1999, GRT adopted a shareholder rights plan. Under the terms of the rights plan, the Board can in effect prevent a person or group from acquiring more than 15% of the outstanding Common Shares. Unless the Board approves of such person’s purchase, after that person acquires more than 15% of the outstanding Common Shares, all other shareholders will have the right to purchase Common Shares from GRT at a price that is half of their then fair market value. These purchases by the other shareholders would substantially reduce the value and influence of the Common Shares owned by the acquiring person. The Board, however, can prevent the rights plan from operating in this manner. This gives the Board significant discretion to approve or disapprove of a person’s efforts to acquire a large interest in GRT and, accordingly, may discourage a change in control of GRT.

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The Declaration of Trust and Amended and Restated Bylaws also contain other provisions that may delay or prevent a transaction or a change in control that might involve a premium price for the Common Shares or otherwise be in the best interests of GRT’s shareholders. As a Maryland REIT, GRT is subject to the provisions of the Maryland REIT law which imposes restrictions on some business combinations and requires compliance with statutory procedures before some mergers and acquisitions can occur, thus delaying or preventing offers to acquire GRT or increasing the difficulty of completing an acquisition of GRT, even if the acquisition is in the best interests of GRT’s shareholders.

Risks associated with information systems may interfere with our operations.

We are continuing to implement new information systems and problems with the design or implementation of these new systems could interfere with our operations.

Our operations could be affected if we any lose key management personnel.

Our executive officers have substantial experience in owning, operating, managing, acquiring and developing shopping centers. Success depends in large part upon the efforts of these executives, and we cannot guarantee that they will remain with us. The loss of key management personnel in leasing, finance, legal and operations could have a negative impact on our operations. In addition, except for isolated examples, there are generally no restrictions on the ability of these executives to compete with us after termination of their employment.

Inflation may influence our operations.

Inflation risks could impact our operations due to increases in construction costs. This would primarily impact our development and redevelopment expenditures.

Item 1B.  Unresolved Staff Comments

The Company has received no written comments regarding its periodic or current reports from the staff of the SEC that were issued 180 days or more preceding the end of its 2005 fiscal year and that remain unresolved.

Item 2.  Properties

The Company’s headquarters are located at 150 East Gay Street, Columbus, Ohio 43215, and its telephone number is (614) 621-9000. In addition, the Company maintains management offices at each of its Malls.

At December 31, 2005, the Company managed and leased a total of 36 Properties of which the Company had an ownership interest (35 wholly-owned and 1 partially owned through a joint venture). The Properties are located in 17 states as follows: Ohio (11), West Virginia (4), California (2), Florida (2), North Carolina (2), Pennsylvania (2), South Carolina (2), Texas (2), Alabama (1), Indiana (1), Kansas (1), Kentucky (1), Minnesota (1), New Jersey (1), Oregon (1), Tennessee (1) and Washington (1).

(a) Malls

Twenty-five of the Properties are Malls and range in size from 441,000 square feet of GLA to 1.6 million square feet of GLA. Seven of the Malls are located in Ohio and 18 are located throughout the country in the states of California (2), Florida (2), Texas (2), West Virginia (2), Alabama (1), Kansas (1), Kentucky (1), Minnesota (1), New Jersey (1), North Carolina (1), Oregon (1), Pennsylvania (1), Tennessee (1) and Washington (1). The location, general character and major tenant information are set forth below.

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Summary of Malls at December 31, 2005

Property/Location Anchors GLA Stores GLA (1) Total GLA      % of   Anchors   Occupied  % of Stores Occupied Store Sales Per Square Ft.(2) Anchors Lease Expiration (3)

Almeda Mall, Houston, TX	586,042	196,311	782,353	100.0	94.9	$286	Foley’s JCPenney Palais Royal Ross Dress for Less Steve & Barry’s	(4) (4) 12/31/09 01/31/12 01/31/13
Ashland Town Center Ashland, KY	263,794	177,697	441,491	100.0	93.5	$340	Goody’s JCPenney Proffitt’s Wal-Mart (8)	03/31/09 10/31/09 01/31/10 11/10/09
Colonial Park Mall Harrisburg, PA	504,446	240,112	744,558	100.0	96.1	$299	The Bon-Ton Boscov’s Sears	01/31/15 (4) (4)
Dayton Mall, The Dayton, OH	928,571	380,203	1,308,774	98.3	92.2	$328	DSW Shoe Warehouse Elder-Beerman JCPenney Linens’N Things Macy’s Old Navy Sears	07/31/10 (4) 03/31/11 01/31/17 (4) 07/31/06 (4)
Eastland Mall (“Eastland North Carolina") Charlotte, NC (10)	725,720	341,828	1,067,548	100.0	91.7	$207	Belk Burlington Coat Factory Cameron Group Dillard’s Ice House Sears	(4) (7) (7) (4) 03/31/06 (4)
Eastland Mall (“Eastland Ohio”) Columbus, OH	726,534	285,133	1,011,667	100.0	94.5	$286	JCPenney (5) Kaufmann’s Macy’s Sears	01/31/08 (4) (4) (4)
Grand Central Mall Parkersburg, WV	562,394	366,752	929,146	100.0	69.5	$296	Elder-Beerman (5) Goody’s JCPenney Proffitt’s Regal Cinemas Sears Steve & Barry’s	01/31/33 04/30/06 09/30/07 03/31/18 01/31/17 09/25/07 01/31/11

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Property/Location Anchors GLA Stores GLA (1) Total GLA      % of    Anchors    Occupied  % of Stores Occupied Store Sales Per Square Ft.(2) Anchors Lease Expiration (3)

Great Mall of the Great Plains, The Olathe, KS	397,947	413,471	811,418	86.0	87.1	$162	Burlington Coat Factory Dickinson Theatres Foozles Group USA Jeepers! Marshalls Steve & Barry’s VF Factory Outlet	01/31/08 09/30/08 01/31/06 08/13/07 12/31/06 01/31/13 01/31/13 01/10/07
Indian Mound Mall Heath, OH	389,589	167,567	557,156	100.0	82.9	$248	Crown Cinema Elder-Beerman Goody’s JCPenney Sears (5) Steve & Barry’s	12/31/12 01/31/09 05/31/08 10/31/11 09/23/27 01/31/11
Jersey Gardens Elizabeth, NJ	649,465	644,394	1,293,859	100.0	95.2	$439	Bed Bath & Beyond Burlington Coat Factory Cohoes Fashions Daffy’s DSW Shoe Warehouse/ Filene’s Basement Gap Outlet, The Group USA Home Living Jeepers! Last Call Loew’s Theaters Marshalls Nike Factory Store Off 5th Saks Fifth Ave Outlet Old Navy	01/31/10 01/31/10 01/31/10 01/31/10 10/31/11 01/31/10 12/31/08 08/31/08 01/31/10 11/30/09 12/31/20 10/31/09 11/30/11 10/31/14 05/31/10
Lloyd Center Portland, OR	739,759	712,722	1,452,481	93.6	95.2	$374	Barnes & Noble Lloyd Ctr Ice Rink (6) Lloyd Mall Cinemas Marshalls Meier & Frank Nordstrom Ross Dress for Less Sears	01/31/12 12/31/08 01/31/12 01/31/09 01/31/06 (4) 01/31/15 (4)
Mall at Fairfield Commons, The Beavercreek, OH	768,284	375,267	1,143,551	100.0	97.8	$371	Dick’s Sporting Good’s Elder-Beerman JCPenney Macy’s (5) Parisian Sears	01/31/21 10/31/15 10/31/08 01/31/15 01/31/14 10/31/08

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Property/Location Anchors GLA Stores GLA (1) Total GLA       % of      Anchors      Occupied  % of Stores Occupied Store Sales Per Square Ft.(2) Anchors Lease Expiration (3)

Mall at Johnson City, The Johnson City, TN	334,605	196,906	531,511	100.0	89.3	$384	Goody’s JCPenney Proffitt’s for Her Proffitt’s for Men Kids & Home Sears	05/31/11 03/31/10 10/31/12 06/30/11 (4)
Montgomery Mall Montgomery, AL	460,341	266,541	726,882	61.7	64.5	$215	Parisian Steve & Barry’s	(4) 01/31/13
Morgantown Mall Morgantown, WV	396,358	161,749	558,107	100.0	94.5	$299	Carmike Cinemas Elder-Beerman JCPenney Proffitt’s Sears Steve & Barry’s	10/31/29 01/29/11 09/30/10 03/15/11 09/30/10 01/31/13
New Towne Mall New Philadelphia, OH	361,501	155,217	516,718	100.0	83.7	$251	Elder-Beerman Goody’s JCPenney Kohl’s Regal Cinemas Sears Super Fitness Center	02/02/09 08/31/14 09/30/08 01/31/27 03/31/07 10/31/08 02/28/14
Northtown Mall Blaine, MN	316,015	305,094	621,109	58.6	81.0	$375	Best Buy Burlington Coat Factory Steve & Barry’s	01/31/10 09/30/10 01/31/11
Northwest Mall Houston, TX	582,339	211,753	794,092	60.1	72.3	$261	All Shoes $9.99 Foley’s Palais Royal	06/30/08 (4) 12/31/09
Polaris Fashion Place Columbus, OH	1,088,075	495,212	1,583,287	100.0	98.6	$366	Great Indoors, The JCPenney Kaufmann’s Macy’s Saks Fifth Avenue Sears Von Maur	(4) (4) (4) (4) (4) (4) (4)
River Valley Mall Lancaster, OH	316,947	260,623	577,570	100.0	90.7	$298	Elder-Beerman JCPenney Macy’s Regal Cinemas Sears Steve & Barry’s	02/02/08 09/30/07 09/30/07 12/31/06 10/31/09 01/31/11

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Property/Location Anchors GLA Stores GLA (1) Total GLA       % of      Anchors      Occupied  % of Stores Occupied Store Sales Per Square Ft.(2) Anchors Lease Expiration (3)

SuperMall of the Great Northwest Auburn, WA	541,669	401,007	942,676	100.0	85.6	$243	Ann Taylor Loft Bed Bath & Beyond Burlington Coat Factory Gart Sports Marshalls Nordstrom Old Navy Sam’s Club Vision Quest	01/31/06 01/31/06 01/31/06 01/31/11 01/31/06 08/31/10 01/31/06 05/31/19 11/30/18
University Mall Tampa, FL	787,662	447,548	1,235,210	100.0	88.8	$325	Burdines Burlington Coat Factory Cobb Theater (6) Dillard’s Sears Steve & Barry’s	(4) (4) 12/31/11 (4) (4) 01/31/13
Weberstown Mall Stockton, CA	602,817	256,195	859,012	100.0	94.0	$425	Barnes & Noble Dillard’s JCPenney Sears	01/31/09 (4) 03/31/09 (4)
WestShore Plaza Mall Tampa, FL	769,878	290,525	1,060,403	100.0	94.0	$466	AMC Theatres JCPenney Macy’s Old Navy Saks Fifth Avenue Sears	01/31/21 09/30/07 (4) 01/31/06 11/30/18 09/30/17
Subtotal	13,800,752	7,749,827	21,550,579	95.2%	89.5%	$334
Mall owned in a joint venture
Puente Hills Mall (9) City of Industry, CA	731,289	460,619	1,191,908	100.0	83.7		AMC 20 Theaters Borders Burlington Coat Factory Circuit City Comp USA Linen’s N Things Robinsons-May Ross Dress for Less Sears Spectrum Club	04/30/17 09/30/13 10/31/08 01/31/19 10/31/17 01/31/14 (4) 01/31/10 (4) 01/31/14
Subtotal	731,289	460,619	1,191,908	100.0	83.7
Total	14,532,041	8,210,446	22,742,487	95.5	89.2

(1) Includes outparcels.

(2) Average 2005 store sales per square foot for in-line stores of less than 20,000 square feet.

(3) Lease expiration dates do not contemplate or include options to renew.

(4) The tenant owns the land and the building and operates under an operating agreement.

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(5) This is a ground lease by the Company to the tenant. The Company owns the land and not the building.

(6) Managed by Ohio Entertainment Corporation, a wholly owned subsidiary of Glimcher Development Corporation.

(7) Building owned by third party, space partially occupied at year-end.

(8) Tenant vacated the store, but continues to pay rent through the lease expiration date.

(9) The Operating Partnership has an investment in this Mall of 52%. The Company is responsible for management and leasing services and receives fees for providing these services.

(10) Property was classified as held for sale as of December 31, 2005.

(b) Community Centers

Eleven of the Properties are Community Centers (including one single tenant retail property) ranging in size from approximately 33,000 to 443,000 square feet of GLA. They are located in 6 states as follows: Ohio (4), South Carolina (2), West Virginia (2), Indiana (1), North Carolina (1), and Pennsylvania (1). The location, general character and major tenant information are set forth below.

Summary of Community Centers at December 31, 2005

    Property/Location   Anchors GLA     Stores   GLA (1)   Total GLA % of Anchors Occupied   % of   Stores   Occupied   Anchors   Lease Expiration (2)

Ayden Plaza
Ayden, NC (4)	21,000	11,800	32,800	100.0	84.7	Food Lion (3)	10/31/07
East Pointe Plaza
Columbia, SC (4)	183,340	90,868	274,208	100.0	70.0	Food Lion (3)	11/16/10
						Super Petz (3)	03/31/06
						Wal-Mart (3) (7)	01/31/09
Knox Village Square
Mount Vernon, OH	173,009	34,400	207,409	67.8	86.9	JCPenney	05/31/08
						Kmart	11/30/17
Lowe’s
Marion, OH (4)	72,507	N/A	72,507	100.0	N/A	Lowe’s (3)	07/31/13
Morgantown Commons
Morgantown, WV	200,187	30,656	230,843	79.0	41.1	Kmart	02/28/21
						OfficeMax	08/31/11
Newberry Square Shopping Center
Newberry, SC (4)	104,588	22,240	126,828	0.0	16.2
Ohio River Plaza
Gallipolis, OH	105,857	43,136	148,993	0.0	76.8
Pea Ridge Shopping Center
Huntington, WV (4)	110,192	39,860	150,052	100.0	65.5	Great Escape Marine (6)	02/29/08
						Kmart	09/30/09
Polaris Towne Center
Columbus, OH	291,997	151,040	443,037	100.0	100.0	Barnes & Noble	01/31/15
						Best Buy	01/31/15
						Jo-Ann etc.	01/31/10
						Kroger	11/30/18
						Linens ‘N Things	01/31/15
						OfficeMax	09/30/14
						Old Navy T.J. Maxx	01/31/10 03/31/09
Scott Town Plaza
Bloomsburg, PA (4)	47,334	30,300	77,634	0.0	89.8

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    Property/Location   Anchors GLA     Stores   GLA (1)   Total GLA % of Anchors Occupied   % of   Stores   Occupied   Anchors   Lease Expiration (2)

Vincennes
Vincennes, IN (4) (5)	108,682	N/A	108,682	100.0	N/A	Charter Communications	09/30/08
						Kmart	06/30/09
Total	1,418,693	454,300	1,872,993	75.0	78.6

(1) Includes outparcels.

(2) Lease expiration dates do not contemplate options to renew.

(3) Tenant vacated the store, but continues to pay rent through lease expiration.

(4) Property was classified as held for sale as of December 31, 2005.

(5) The Company leases the land from a third party for this Community Center.

(6) Kroger sublet the store to The Great Outdoors Marine and Sportshop, Inc.

(7) Wal-Mart sublet store to Sears.

One of the Community Centers is subject to a long-term ground lease where a third party owns the underlying land and has leased the land to the Company. The expiration date of the ground lease (assuming the exercise by the Company of all of its options to extend the terms of such lease) is 2050. The Company pays rent of $14,400 per annum, for the use of the land and generally is responsible for the costs and expenses associated with maintaining the building and improvements thereon. In addition, the ground lease provides for sharing of the percentage rents collected, if any. At the end of the lease term, unless extended at the Company’s option, the land, together with all improvements thereon, will revert to the land owner without compensation to the lessee.

(c) Properties Subject to Indebtedness

At December 31, 2005, 26 of the Properties, consisting of 22 Malls (21 wholly-owned and 1 partially owned through a joint venture) and 4 Community Centers, were encumbered by mortgages and 3 Malls and 7 Community Centers were unencumbered. The 10 unencumbered Properties had a net book value of $129.2 million at December 31, 2005. To facilitate the funding of working capital requirements and to finance the acquisition and development of the Properties, the Company has entered into an unsecured revolving line of credit with several financial institutions.

Various Mortgage Loans

The following table sets forth certain information regarding the mortgages which encumber various Properties. All of the mortgages are first mortgage liens on the Properties. The information is as of December 31, 2005 (dollars in thousands).

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Encumbered Property	Fixed/ Variable Interest Rate	Interest Rate		Loan Balance			Annual Debt Service (1)		Balloon Payment	Maturity
$36.4 million SAN Mall note	Fixed	8.35%	$	33,523		$	3,320	$	32,615	10/11/2007
Almeda Mall
Northwest Mall
$58.4 million Morgantown note	Fixed	6.89%		53,381		$	4,608	$	50,823	09/11/2008
Morgantown Mall
Morgantown Commons
Weberstown Mall	Fixed	7.43%		19,126		$	1,708	$	19,033	05/01/2006
Colonial Park Mall	Fixed	7.73%		32,975		$	3,088	$	32,033	10/11/2007
Knox Village Square	Fixed	7.41%		8,865		$	772	$	8,624	02/11/2008
Eastland North Carolina (3)	Fixed	7.84%		44,559		$	4,308	$	42,302	09/11/2008
Grand Central Mall	Fixed	7.18%		48,572		$	4,268	$	46,065	02/01/2009
Mall at Johnson City, The	Fixed	8.37%		39,214		$	3,740	$	37,026	06/01/2010
Polaris Towne Center	Fixed	8.20%		40,953		$	3,858	$	38,543	06/01/2010
Ashland Town Center	Fixed	7.25%		25,307		$	2,344	$	21,817	11/01/2011
Dayton Mall, The	Fixed	8.27%		56,717		$	5,556	$	49,864	07/11/2012
WestShore Plaza	Fixed	5.09%		96,804		$	6,508	$	84,824	09/09/2012
University Mall	Fixed	7.09%		63,845		$	5,840	$	52,524	01/11/2013
Polaris Fashion Place	Fixed	5.24%		144,439		$	9,928	$	124,572	04/11/2013
Lloyd Center	Fixed	5.42%		135,326		$	9,456	$	116,922	06/11/2013
Jersey Gardens	Fixed	4.83%		161,371		$	10,424	$	135,194	06/08/2014
Mall at Fairfield Commons, The	Fixed	5.45%		110,871		$	7,724	$	92,762	11/01/2014
SuperMall of the Great Northwest	Fixed	7.54%		60,341		$	5,412	$	49,969	02/11/2015
River Valley Mall	Fixed	5.65%		50,000		$	2,833	$	44,931	01/11/2016
Total fixed rate notes:				1,226,189
Great Mall of the Great Plains, The	Variable	6.37%		30,000		$	961	$	30,000	06/09/2006
Montgomery Mall	Variable	6.16%		25,000		$	847	$	25,000	08/01/2006
East Pointe Plaza (3)	Variable	6.79%		7,729		$	439	$	7,595	08/01/2006
Eastland Ohio	Variable	6.38%		41,669		$	2,716	$	41,669	01/01/2007
Total variable rate notes:				104,398
Total Wholly Owned Properties:			$	1,330,587	(2)
Joint Venture Properties:
Puente Hills Mall (4)	Fixed	5.20%		46,115		$	3,151	$	44,324	06/01/2008
Total Joint Venture Properties:			$	46,115

(1) Annual debt service for variable rate notes is calculated based on the interest rate at December 31, 2005.

(2) This total differs from the amounts reported in the financial statements due to $19.0 million in tax exempt borrowings which are not secured by a mortgage and fair value adjustments to debt instruments as required by SFAS No. 141, “Business Combinations.”

(3) Property was classified as held for sale as of December 31, 2005.

(4) The Company acquired a 52% interest in this Property on December 29, 2005.

Item 3. Legal Proceedings

The Company is involved in lawsuits, claims and proceedings, which arise in the ordinary course of business. The Company is not presently involved in any material litigation. In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 5, “Accounting for Contingencies,” the Company makes a provision for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated.

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During the fourth quarter of 2004, GRT received a subpoena for documents from the SEC in connection with an investigation concerning the election by PricewaterhouseCoopers LLP not to renew its engagement as the independent accountant for the Company (which was previously reported by GRT in Forms 8-K and 8-K/A filed on June 8 and June 15, 2004, respectively) and a related party transaction involving the Company’s City Park development project (which transaction was previously reported by GRT in its Form 10-K filed on March 12, 2004). During the first quarter of 2005, the Company also received a subpoena for documents from the SEC that primarily seeks documents concerning the restatement of the Company's financial statements for the years ended 2001 through 2003 (which restatement was reported by the Company in a Form 8-K filed on February 22, 2005). The Company is cooperating fully with each investigation.

Item 4.  Submission of Matters to a Vote of Security Holders

No matter was submitted to a vote of security holders through the solicitation of proxies or otherwise during the fourth quarter of fiscal year 2005.

PART II.

Item 5.  Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

(a) Market Information

The Common Shares are currently listed and traded on the New York Stock Exchange (“NYSE”) under the symbol “GRT.” On February 22, 2006, the last reported sales price of the Common Shares on the NYSE was $27.86. The following table shows the high and low sales prices for the Common Shares on the NYSE for the 2005 and 2004 quarterly periods indicated as reported by the New York Stock Exchange Composite Tape and the cash distributions per Common Share paid by GRT with respect to such period.

Quarter Ended	High	Low	Distributions Per Share
March 31, 2004	$27.72	$21.92	$0.4808
June 30, 2004	$27.15	$19.00	$0.4808
September 30, 2004	$26.00	$21.43	$0.4808
December 31, 2004	$28.83	$24.05	$0.4808
March 31, 2005	$28.03	$23.40	$0.4808
June 30, 2005	$29.00	$23.45	$0.4808
September 30, 2005	$30.16	$24.03	$0.4808
December 31, 2005	$26.70	$21.74	$0.4808

(b) Holders

The number of holders of record of the Common Shares was 36,561,577 as of February 22, 2006.

(c) Distributions

Future distributions paid by GRT on the Common Shares will be at the discretion of the trustees of GRT and will depend upon the actual cash flow of GRT, its financial condition, capital requirements, the annual distribution requirements under the REIT provisions of the Code and such other factors as the trustees of GRT deem relevant.

GRT has implemented a Distribution Reinvestment and Share Purchase Plan (the “Plan”) under which its shareholders or OP Unit holders may elect to purchase additional Common Shares at fair value and/or automatically reinvest their distributions in Common Shares at fair value. In order to fulfill its obligations under the Plan, GRT may purchase Common Shares in the open market or issue Common Shares that have been registered and authorized specifically for the Plan. As of December 31, 2005, 2,100,000 Common Shares were authorized, of which 250,197 Common Shares have been issued.

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Item 6.  Selected Financial Data

The following table sets forth Selected Financial Data for the Company. This information should be read in conjunction with the consolidated financial statements of the Company and Management’s Discussion and Analysis of the Financial Condition and Results of Operations, each included elsewhere in this Form 10-K.

SELECTED FINANCIAL DATA

	For the Years Ended December 31,
	2005			2004			2003			2002			2001
Operating Data (in thousands, except per share amounts): (1)
Total Revenues	$	334,859		$	326,982		$	285,596		$	237,133		$	213,263
Operating income	$	116,749		$	117,620		$	99,488		$	82,992		$	67,899
Interest expense	$	84,772		$	89,279		$	78,384		$	92,635		$	84,134
Gain (loss) on sales of properties, net	$	1,619		$	19,646		$	703		$	15,756		$	( 610	)
Income (loss) from continuing operations	$	32,103		$	25,655		$	22,053		$	(8,630	)	$	(16,383	)
Income (loss) from continuing operations per share common (diluted)	$	0.37		$	0.16		$	0.26		$	(0.51	)	$	( 0.23	)
Net income	$	20,850		$	51,755		$	32,961		$	33,604		$	18,270
Preferred stock dividends	$	17,437		$	17,517		$	13,688		$	11,833		$	15,777
Net income available to common shareholders	$	3,413		$	29,360		$	19,273		$	21,771		$	24,933
Per common share data: Earnings per share (diluted)	$	0.09		$	0.82		$	0.55		$	0.67		$	0.89
Distributions (per common share)	$	1.9232		$	1.9232		$	1.9232		$	1.9232		$	1.9232
Balance Sheet Data (in thousands):
Investment in real estate, net	$	1,877,059		$	1,835,298		$	1,724,226		$	1,507,277		$	1,609,346
Total assets	$	1,995,312		$	1,947,024		$	1,837,423		$	1,622,433		$	1,751,419
Total long-term debt	$	1,501,481		$	1,402,604		$	1,295,058		$	1,095,930		$	1,246,741
Total shareholders’ equity	$	387,054		$	443,822		$	441,939		$	416,492		$	389,425
Other Data:
Cash provided by operating activities (in thousands)	$	108,345		$	102,305		$	98,894		$	67,600		$	101,665
Cash (used in) provided by investing activities (in thousands)	$	(122,462	)	$	36,237		$	(200,229	)	$	175,697		$	(57,882	)
Cash provided by (used in) financing activities (in thousands)	$	13,492		$	(141,136	)	$	101,066		$	(240,697	)	$	(40,488	)
Funds from operations (2) (in thousands)	$	77,666		$	89,629		$	88,897		$	74,828		$	95,158
Number of properties (3) (4)		36			41			70			73			102
Total GLA (in thousands) (3) (4)		24,615			24,291			27,061			25,716			31,121
Occupancy rate % (3)		91.9	%		89.3	%		89.8	%		88.9	%		91.7	%

(1) Operating data for the years ended December 31, 2005, 2004, 2003, 2002 and 2001 are restated to reflect the impact of SFAS No. 144.

(2) FFO as defined by NAREIT is used by the real estate industry and investment community as a supplemental measure of the performance of real estate companies. NAREIT defines FFO as net income (loss) available to common shareholders (computed in accordance with GAAP), excluding gains or losses from sales of depreciable property, plus real estate related depreciation and amortization and after adjustments for unconsolidated partnerships and joint ventures. FFO does include impairment losses for properties held for use and held for sale. The Company’s FFO may not be directly comparable to similarly titled measures reported by other real estate investment trusts. FFO does not represent cash flow from operating activities in accordance with GAAP and should not be considered as an alternative to net income (determined in accordance with GAAP), as an indication of the Company’s financial performance or to cash flow from operating activities (determined in accordance with GAAP), as a measure of the Company’s liquidity, nor is it indicative of funds available to fund the Company’s cash needs, including its ability to make cash distributions. A reconciliation of FFO to net income available to common shareholders is provided in Item 7.

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(3) Number of Properties and GLA include Properties, which are both wholly owned by the Company or by a joint venture in which the Company has a joint venture interest. Occupancy of the Properties is defined as any space where a store is open or a tenant is paying rent at the date indicated, excluding all tenants with leases having an initial term of less than one year.

(4) The number of Properties owned by joint ventures in which the Company has an interest and the GLA of those Properties included in the table are as follows: 2005 includes 1.2 million square feet of GLA (1 Property), none in 2004, 2003 includes 2.0 million square feet of GLA (2 Properties), 2002 includes 3.8 million square feet of GLA (4 Properties) and 2001 includes 7.6 million square feet of GLA (8 Properties).

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

GRT is a self-administered and self-managed Maryland real estate investment trust, or REIT, which commenced business operations in January 1994 at the time of its initial public offering. We own, lease, manage and develop a portfolio of retail properties consisting of regional and super regional malls and community shopping centers. As of December 31, 2005, we owned interests in and managed 36 properties, consisting of 25 Malls (24 wholly-owned and 1 partially owned through a joint venture) and 11 Community Centers (including one single tenant retail property) located in 17 states. The Properties contain an aggregate of approximately 24.6 million square feet of GLA of which approximately 91.9% was occupied at December 31, 2005.

Our primary business objective is to achieve growth in net income and funds from operations, or FFO, by developing and acquiring retail properties; by improving the operating performance and value of our existing portfolio through selective expansion and renovation of our Properties; and by maintaining high occupancy rates, increasing minimum rents per square-foot of GLA and aggressively controlling costs.

Key elements of our growth strategies and operating policies are to:

· Increase Property values by aggressively marketing available GLA and renewing existing leases;

· Negotiate and sign leases which provide for regular or fixed contractual increases to minimum rents;

· Capitalize on management’s long-standing relationships with national and regional retailers and extensive experience in marketing to local retailers, as well as exploit the leverage inherent in a larger portfolio of properties in order to lease available space;

· Utilize our team-oriented management approach to increase productivity and efficiency;

· Acquire strategically located malls;

· Hold Properties for long-term investment and emphasize regular maintenance, periodic renovation and capital improvements to preserve and maximize value;

· Selectively dispose of assets we believe have achieved long-term investment potential and redeploy the proceeds;

· Control operating costs by utilizing our employees to perform management, leasing, marketing, finance, accounting, construction supervision, legal and information technology services;

· Renovate, reconfigure or expand Properties and utilize existing land available for expansion and development of outparcels to meet the needs of existing or new tenants; and

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· Utilize our development capabilities to develop quality properties at low costs.

Our strategy is to be a leading REIT focusing on enclosed malls and other anchored retail properties located primarily in the top 100 metropolitan statistical areas by population. We expect to continue investing in select development opportunities and in strategic acquisitions of mall properties that provide growth potential. We expect to finance acquisition transactions with cash on hand, borrowings under credit facilities, proceeds from strategic joint venture partners, asset dispositions, secured mortgage financings, the issuance of equity or debt securities, or a combination of one or more of the foregoing.

Critical Accounting Policies and Estimates

General

Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Senior management has discussed the development, selection and disclosure of these estimates with the Audit Committee of the Board and independent registered public accounting firm. Actual results may differ from these estimates under different assumptions or conditions.

An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made and if different estimates that are reasonably likely to occur could materially impact the financial statements. Management believes the critical accounting policies discussed in this section reflect its more significant estimates and assumptions used in preparation of the consolidated financial statements.

Revenue Recognition

The Company’s revenue recognition policy relating to minimum rents does not require the use of estimates. Percentage rents, tenant reimbursements and components of other revenue associated with the margins related to outparcel sales include estimates.

Percentage Rents

The recognition of income from percentage rents requires management to make certain estimates with regard to tenants’ sales levels. The majority of the Company’s tenants report sales on a monthly basis, which provides the Company with a reasonable basis upon which to record this income. The monthly sales amounts, however, are unaudited and subject to change when the tenant reports its final sales after the end of the lease year. In addition, leases sometimes permit the exclusion of certain types of sales or services from the calculation of percentage rents due.

Tenant reimbursements

Estimates are used to record cost reimbursements from tenants for CAM, real estate tax, utilities and insurance. We recognize revenue based upon the amounts to be reimbursed from our tenants in the same period these reimbursable expenses are incurred. Differences between estimated cost reimbursements and final amounts billed are recognized in the subsequent year. Leases are not uniform in dealing with such cost reimbursements and variations exist in computations between Properties and tenants. Adjustments are also made throughout the year to these receivables and the related cost reimbursement income based upon the Company’s best estimate of the final amounts to be billed and collected. The Company analyzes the balance of its estimated accounts receivable for real estate taxes, CAM and insurance for each of its Properties by comparing actual reimbursement versus actual expenses. If management’s estimate of the percent of recoverable expenses that can be billed to the tenants in 2005 differs from actual amounts billed in 2006 by 1%, the amount of income recorded during 2005 would increase or decrease by $1.1 million.

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Outparcel sales

The Company sells outparcels at its various Properties. The estimated cost used to calculate the margin from these sales involves a number of estimates. The estimates made are based either upon assigning a proportionate cost, based upon historical cost paid for the total parcel to the portion of the parcel that is sold, or by incorporating the sales value method. The proportionate share of actual cost is derived through consideration of numerous factors. These factors include items such as ease of access to the parcel, visibility from high traffic areas and other factors that may differentiate the desirability of the particular section of the parcel that is sold.

Accounts Receivable and Allowance for Doubtful Accounts

The allowance for doubtful accounts reflects the Company’s estimate of the amounts of the recorded accounts receivable at the balance sheet date that will not be recovered from cash receipts in subsequent periods. The Company’s policy is to record a periodic provision for doubtful accounts based on total revenues. The Company also periodically reviews specific tenant balances and determines whether an additional allowance is necessary. In recording such a provision, the Company considers a tenant’s creditworthiness, ability to pay, probability of collection and consideration of the retail sector in which the tenant operates. The allowance for doubtful accounts is reviewed periodically based upon the Company’s historical experience.

Investment in Real Estate

Carrying Value of Assets

The Company maintains a diverse portfolio of real estate assets. The portfolio holdings have increased as a result of both acquisitions and the development of new Properties and have been reduced by selected sales of assets. The amounts to be capitalized as a result of acquisition and developments and the periods over which the assets are depreciated or amortized are determined based on the application of accounting standards that may require estimates as to fair value and the allocation of various costs to the individual assets. The Company allocates the cost of the acquisition based upon the estimated fair value of the net assets acquired. The Company also estimates the fair value of intangibles related to its acquisitions. The valuation of the fair value of the intangibles involves estimates related to market conditions, probability of lease renewals and the current market value of in-place leases. This market value is determined by considering factors such as the tenant’s industry, location within the Property and competition in the specific market in which the Property operates. Differences in the amount attributed to the intangible assets can be significant based upon the assumptions made in calculating these estimates.

Impairment Evaluation

Management evaluates the recoverability of its investment in real estate assets in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” This statement requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that recoverability of the asset is not assured.

The Company evaluates the recoverability of its investments in real estate assets to be held and used each quarter and records an impairment charge when there is an indicator of impairment and the undiscounted projected cash flows are less than the carrying amount for a particular Property. The estimated cash flows used for the impairment analysis and the determination of estimated fair value are based on the Company’s plans for the respective assets and the Company’s views of market and economic conditions. The estimates consider matters such as current and historical rental rates, occupancies for the respective Properties and comparable properties and recent sales data for comparable properties. Changes in estimated future cash flows due to changes in the Company’s plans or views of market and economic conditions could result in recognition of impairment losses, which, under the applicable accounting guidance, could be substantial.

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Investment in Real Estate - Held for Sale

The Company evaluates the held for sale classification of its owned real estate each quarter. Assets that are classified as held for sale are recorded at the lower of their carrying amount or fair value less cost to sell. Assets are generally classified as held for sale once management commits to a plan to sell the Properties and has initiated an active program to market them for sale. The results of operations of these real estate properties are reflected as discontinued operations in all periods reported.

On occasion, the Company will receive unsolicited offers from third parties to buy individual Properties. Under these circumstances, the Company will classify the properties as held for sale when a sales contract is executed with no contingencies and the prospective buyer has funds at risk to ensure performance.

Sale of Real Estate Assets

The sale of real estate assets may also involve the application of judgments in determining whether the risks and rewards of ownership have transferred to the buyer and that a sale has been completed for purposes of recognizing a gain on the sale. The Company recognizes property sales in accordance with SFAS No. 66, “Accounting for Sales of Real Estate.” The Company generally records the sales of operating properties and outparcels using the full accrual method at closing when the earnings process is deemed to be complete. Sales not qualifying for full recognition at the time of sale are accounted for under other appropriate deferral methods.

Accounting for Acquisitions

The fair value of the real estate acquired is allocated to acquired tangible assets, consisting of land, building and tenant improvements, and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases for acquired in-place leases and the value of tenant relationships, based in each case on their fair values. Purchase accounting was applied to assets and liabilities related to real estate entities acquired based upon the percentage of interest acquired.

The fair value of the tangible assets of an acquired property (which includes land, building and tenant improvements) is determined by valuing the property as if it were vacant, based on management’s determination of the relative fair values of these assets. Management determines the as-if-vacant fair value of a property using methods to determine the replacement cost of the tangible assets.

In determining the fair value of the identified intangible assets and liabilities of an acquired property, above-market and below-market in-place lease values are recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining non-cancelable term of the lease. The capitalized above-market lease values and the capitalized below-market lease values are amortized as an adjustment to rental income over the initial lease term.

The aggregate value of in-place leases is determined by evaluating various factors, including an estimate of carrying costs during the expected lease-up periods, current market conditions and similar leases. In estimating carrying costs, management includes real estate taxes, insurance and other operating expenses and estimates of lost rental revenue during the expected lease-up periods based on current market demand. Management also estimates costs to execute similar leases including leasing commissions, legal and other related costs. The value assigned to this intangible asset is amortized over the remaining lease term plus an assumed renewal period.

The aggregate value of other acquired intangible assets include tenant relationships. Factors considered by management in assigning a value to these relationships include: assumptions of probability of lease renewals, investment in tenant improvements, leasing commissions and an approximate time lapse in rental income while a new tenant is located. The value assigned to this intangible asset is amortized over the average life of the relationship.

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Depreciation and Amortization

Depreciation expense for real estate assets is computed using a straight-line method and estimated useful lives for buildings and improvements using a weighted average composite life of forty years and equipment and fixtures of five to ten years. Expenditures for leasehold improvements and construction allowances paid to tenants are capitalized and amortized over the term of each lease. Cash allowances paid for improvements to real estate owned by retailers are capitalized as contract intangibles and amortized over the life of the operating agreements. Cash allowances paid to retailers that are used for purposes other than improvements to the real estate are amortized as a reduction to minimum rents over the initial lease term. Maintenance and repairs are charged to expense as incurred.

Derivatives

The Company has used interest rate cap agreements to hedge interest rate exposure and interest rate swap contracts to convert a portion of its variable rate debt to fixed rate debt. The Company has a policy of only entering into contracts with major financial institutions based upon their credit ratings and other factors, and all contracts are intended to be effective as hedges of specific interest rate risk exposures. In connection with the determination of the effectiveness of these hedges and the recognition of any unrealized gain or loss on these contracts, the Company computes the fair value of the contracts at each balance sheet date. To determine the fair values of derivative instruments, the Company uses a variety of methods and assumptions that are based on market conditions and risks existing at each balance sheet date. Standard market conventions and techniques such as discounted cash flow analysis, replacement cost and termination cost are used to determine fair value. All methods of assessing fair value result in a general approximation of value, and such value may never actually be realized. The Company at times employs an external third party to perform an independent assessment of the fair value of the derivatives portfolio. The aggregate fair value of the Company’s derivative instruments was nominal at December 31, 2005 and 2004.

Funds from Operations

Our consolidated financial statements have been prepared in accordance with GAAP. We have also indicated that FFO is a key measure of financial performance. FFO is an important and widely used financial measure of operating performance in the REIT industry, which we believe provides important information to investors and a relevant basis for comparison among REITs.

We believe that FFO is an appropriate and valuable measure of our operating performance because real estate generally appreciates over time or maintains a residual value to a much greater extent than personal property and, accordingly, reductions for real estate depreciation and amortization charges are not meaningful in evaluating the operating results of the Properties.

FFO, as defined by NAREIT (defined fully in Item 1) is used by the real estate industry and investment community as a supplemental measure of the performance of real estate companies. FFO does not represent cash flow from operating activities in accordance with GAAP and should not be considered as an alternative to net income as the primary indicator of our operating performance or as an alternative to cash flow as a measure of liquidity. Our FFO may not be directly comparable to similarly titled measures reported by other REIT’s.

The following table illustrates the calculation of FFO and the reconciliation of FFO to net income available to common shareholders for the years ending December 31, 2005, 2004 and 2003 (in thousands):

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		For the Years Ended December 31,
		2005			2004			2003
Net income available to common shareholders	$	3,413		$	29,360		$	19,273
Add back (less):
Real estate depreciation and amortization		75,620			76,970			64,688
Share of joint venture real estate depreciation and amortization					39			3,936
Minority interest in Operating Partnership		252			2,906			1,703
Discontinued operations: Gain on sales of properties		(1,619	)		(19,646	)		(703	)
Funds from operations	$	77,666		$	89,629		$	88,897

FFO - Comparison of year ended December 31, 2005 to December 21, 2004

FFO decreased 13.3%, or $12.0 million, for the year ended December 31, 2005 compared to the year ended December 31, 2004. During 2005, we incurred $16.4 million of impairment charges to FFO in connection with Community Centers that were either sold or held for sale. Also contributing to the decrease in FFO was a $7.6 million reduction in net operating income previously generated from sold Properties. Lastly, general and administrative costs increased by $4.1 million. This increase is related to a $3.3 million charge for employment related matters and increased costs associated with corporate governance.

Offsetting these decreases in FFO was lower overall interest expense of approximately $4.5 million and a $7.4 million greater contribution of operating income from our Properties in 2005. The decrease in interest expense was driven primarily by lower outstanding borrowings for the year ended December 31, 2005 as compared to the year ended December 31, 2004. We also incurred a $4.9 million charge associated with the original issuance costs of the 9.25% Series B Cumulative Preferred Shares of Beneficial Interest (“the Series B Preferred”) that were redeemed during the first quarter of 2004.

FFO - Comparison of year ended December 31, 2004 to December 31, 2003

FFO increased by 0.8%, or $732,000, for the year ended December 31, 2004 compared to the year ended December 31, 2003. This increase can be attributed to an increase in net income related to acquisitions made in 2003 and 2004 that contributed incremental FFO of $10.9 million.

This increase was partially offset by the $4.9 million charge associated with the original issuance costs of the Company’s Series B Preferred Shares that were redeemed during the first quarter of 2004. Also contributing to the decrease in FFO was a $3.3 million reduction in net operating income previously generated from sold Properties as well as reductions in results of operations due to decreased termination income and higher general and administrative costs.

Results of Operations - Year Ended December 31, 2005 Compared to Year Ended December 31, 2004

Revenues

Total revenues increased 2.4%, or $7.9 million, for the year ended December 31, 2005. Base rents were up $3.6 million, lease termination income increased $3.4 million, tenant reimbursements were up $1.4 million, overage rent was up $646,000 and management fee income increased $532,000. These increases were partially offset by a reduction in licensing agreement revenue of $1.9 million and a decrease of $188,000 in proceeds from the sale of outparcels.

Minimum rents

Minimum rents increased 3.5%, or $7.0 million, for the year ended December 31, 2005. The increase is due to higher base rent at the Malls of $3.3 million and increased termination income of $3.4 million compared to last year. The increase in base rent in 2005 resulted from occupancy improvements and higher re-leasing spreads.

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Tenant reimbursements

Tenant reimbursements reflect an increase of 1.5%, or $1.4 million, for the year ended December 31, 2005. The increase in revenue relates to increases in recoverable operating expenses of $1.3 million in 2005 that we expect to be reimbursed from our tenants.

Other revenues

The $1.2 million decrease in other revenue is a result of a decrease of $1.9 million in licensing agreement revenue and a $188,000 decrease in the proceeds from the sale of outparcels partially offset by higher fee income of $532,000. The increase in fee income relates primarily to an acquisition fee earned following the purchase of Puente Hills Mall, a 1.2 million square foot enclosed regional Mall located in the Los Angeles metro area (“Puente”), on December 29, 2005.

Expenses

Total expenses increased 4.2%, or $8.7 million, for the year ended December 31, 2005. Real estate taxes and property operating expenses increased $1.3 million, the provision for doubtful accounts decreased $543,000, other operating expenses increased $1.1 million, depreciation and amortization increased $2.7 million and general and administrative expenses increased $4.1 million.

Real estate taxes and property operating expenses

Real estate taxes and property operating expenses increased 1.2%, or $1.3 million, for the year ended December 31, 2005. Real estate taxes increased $2.1 million from 2004 as a result of increases in the assessed value of several Properties and a change in the calculation of commercial property real estate tax at our Properties located in Ohio. The increase was partially offset by a reduction in property operating expenses of $756,000, primarily a result of bringing housekeeping and security services in-house.

Provision for doubtful accounts

The provision for doubtful accounts was $4.8 million for the year ended December 31, 2005 and $5.4 million for 2004. The provision represented 1.4% of revenues in 2005 and 1.6% of revenues in 2004. The accounts receivable balance and the allowance for doubtful accounts have not changed significantly (less than 2%) as of December 31, 2005 compared to December 31, 2004. We have maintained consistent reserve percentages for our past due receivables.

Other Operating Expenses

Other operating expenses were $9.6 million for the year ended December 31, 2005 compared to $8.5 million for the corresponding period in 2004. The increase was primarily due to higher legal fees of $560,000 at the Properties and an increase of $493,000 in costs from outparcel sales.

Depreciation and Amortization

The $2.7 million increase in depreciation and amortization is primarily a result of additional depreciation for additions to real estate assets and the write-offs related to improvements in spaces vacated by anchor tenants.

General and Administrative

General and administrative expense was $18.4 million and represented 5.5% of total revenues for the year ended December 31, 2005 compared to $14.3 million and 4.4% of total revenues for the corresponding period in 2004. The increase is due primarily to a $3.3 million charge relating to employment agreements, higher professional fees associated with corporate governance initiatives and increased corporate salaries.

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Interest expense/capitalized interest

Interest expense decreased5.0%, or $4.5million, for the twelve months ended December 31, 2005. The summary below identifies the decrease by its various components (dollars in thousands).

		Year Ended December 31,
		2005			2004			Inc. (Dec.)
Average loan balance	$	1,370,588		$	1,393,894		$	(23,306	)
Average rate		6.16	%		6.08	%		0.08	%
Total interest	$	84,428		$	84,749		$	(321	)
Amortization of loan fees		2,612			4,239			(1,627	)
Capitalized interest and other expense, net		(2,268	)		291			(2,559	)
Interest expense	$	84,772		$	89,279		$	(4,507	)

Costs associated with early extinguishment of debt, which are reflected in interest expense, were $1.8 million for the twelve months ended December 31, 2004. Of this cost, $1.2 million is included under “Amortization of loan fees” and represents the acceleration of loan fee amortization associated with the refinancing of mortgages. The variance in “Capitalized interest and other expense” was due to a significant increase in construction activity ($1.1 million) in 2005 and the settlement of an interest rate swap arrangement ($391,000) and fees associated with the mortgage refinancing noted above ($557,000) in 2004.

Equity in income of unconsolidated entities, net

The $51,000 income results from our investment in Puente.

Discontinued Operations

During 2005, we sold five Community Centers and one Mall for $18.4 million and reflected seven Community Centers and one Mall Property as held for sale. We recorded a net gain on the sale of discontinued operations of $1.6 million and we recorded an impairment loss associated with the Community Centers of $16.4 million, which, in accordance with SFAS No. 144, is reported in discontinued operations. During 2004, we sold twenty-nine Community Centers for $113.3 million and reflected one Community Center as held for sale. We reported a net gain of $19.6 million associated with the sale of these Community Centers. Total revenues for discontinued operations were $17.8 million and $28.2 million for the years ended December 31, 2005 and 2004, respectively.

Results of Operations - Year Ended December 31, 2004 Compared to Year Ended December 31, 2003

We discuss our results of operations by separating the impact of our acquisitions from the results from our remaining Properties. In comparing our results for the year ended December 31, 2004 compared to December 31, 2003, the acquisition impact relates to the Properties acquired during those two years. Those properties and the dates they are first included in our consolidated results are as follows: Colonial Park Mall, effective March 6, 2003; G&G Blaine, LLC (at Northtown Mall), effective April 24, 2003; Eastland North Carolina, effective August 14, 2003; WestShore Plaza Mall (“WestShore”), effective August 27, 2003; Eastland Ohio, effective December 22, 2003 and Polaris Fashion Place and Polaris Towne Center (collectively, the “Polaris Properties”), effective January 5, 2004 (all collectively, the “Acquistions”). We discuss the various components of our results of operations as it relates to our remaining Properties, which are included in our consolidated financial results for both periods presented. These Properties are referred to collectively as “Same Centers” and individually as a “Same Center” in our analysis.

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Revenues

Total revenues increased 14.5%, or $41.4 million, for the year ended December 31, 2004. Of the $41.4 million increase, $33.9 million resulted from the acquisition of the joint venture interests not previously owned by us and a $21.6 million increase from the WestShore and Eastland Ohio acquisitions in 2003. Other significant changes in revenue relate to a $818,000 increase in proceeds from outparcel sales, reduced termination income of $2.3 million, reductions in minimum rent of $2.7 million due to lower occupancy rates and an increase of $8.9 million in tenant reimbursement income due to the Acquisitions.

Minimum rents

Minimum rents increased 19.4%, or $32.6 million, for the year ended December 31, 2004, primarily due to contributions of $37.6 million in additional minimum rents as a result of the Acquisitions. The Same Center decrease relates to recognition of approximately $1.9 million of income as a result of the termination of certain leases compared to $4.2 million of recognized lease termination income for the same period in 2003, a reduction of $2.3 million. The remaining Same Center decrease relates to a $2.7 million decrease in Same Center minimum rents due to lower occupancy in 2004.

	Increase (Decrease) (dollars in millions)
	Malls			Community Centers			Total			Percent Total
Same Center	$	(4.6	)	$	(0.4	)	$	(5.0	)		(3.0	)%
Acquisitions		31.7			5.9			37.6			22.4
	$	27.1		$	5.5		$	32.6			19.4	%

Tenant reimbursements

Tenant reimbursements reflect an increase of 10.4%, or $8.9 million, for the year ended December 31, 2004. An increase of $13.6 million is due to the Acquisitions. The decrease in Same Center reimbursements is due to a $4.5 million decrease in recoverable expenses at the Malls and reduced recovery rates in 2004 for the Community Centers.

	Increase (Decrease) (dollars in millions)
	Malls			Community Centers			Total			Percent Total
Same Center	$	(4.5	)	$	(0.2	)	$	(4.7	)		(5.5	)%
Acquisitions		12.5			1.1			13.6			15.9
	$	8.0		$	0.9		$	8.9			10.4	%

Other revenues

The $576,000 increase in other revenues is a result of a $3.5 million increase in licensing agreement income, an $818,000 increase in funds received from the sale of outparcels and a $280,000 increase in gift card income. The increase was partially offset by a $2.1 million reduction in management fee income resulting from our acquisition of joint venture interests not previously owned by us and decreases in marketing income and other miscellaneous items.

Expenses

Total expenses increased 12.5%, or $23.3 million, for the year ended December 31, 2004. Real estate taxes and property operating expenses increased $8.7 million, the provision for doubtful accounts decreased $1.6 million, other operating expenses increased $46,000, depreciation and amortization increased $11.7 million and general and administrative expenses increased $4.4 million.

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Real estate taxes and property operating expenses

Real estate taxes and property operating expenses increased 8.8%, or $8.7 million, for the year ended December 31, 2004. The increase is due primarily to the Acquisitions, which was partially offset by the Same Center decrease that resulted from the Company’s cost reduction efforts relating to CAM expenses. This program was commenced in the second half of 2003 and was fully implemented in August 2004 with the primary savings resulting from bringing housekeeping and security services in-house.

	Increase (Decrease) (dollars in millions)
	Malls				Community Centers	Total			Percent Total
Same Center	$	(5.8	)	$	0.1	$	(5.7	)		(5.8	)%
Acquisitions		13.3			1.1		14.4			14.6
	$	7.5		$	1.2	$	8.7			8.8	%

Provision for doubtful accounts

The provision for doubtful accounts was $5.4 million for the year ended December 31, 2004 and $7.0 million for 2003. The provision represented 1.6% of revenues in 2004 and 2.5% of revenues in 2003. The decrease in 2004 related to specific tenant bankruptcies and other credit issues in 2003.

Depreciation and Amortization

The $11.7 million increase in depreciation and amortization primarily consists of $9.2 million from the acquisition of Properties that were previously reflected as joint ventures and a $4.2 million increase from the WestShore and Eastland Ohio acquisitions partially offset by a decrease across the Same Center portfolio.

General and Administrative

General and administrative expense was $14.3 million and represented 4.4% of total revenues for the year ended December 31, 2004 compared to $9.9 million and 3.5% of total revenues for 2003. The increase is primarily due to wage increases that became effective April 1, 2004, higher accrued bonus costs in 2004 (as the Company met bonus targets for 2004, but did not meet bonus targets in 2003), higher professional services fees associated with corporate governance initiatives and increases in employee benefit expenses.

Interest expense/capitalized interest

Interest expense increased 13.9%, or $10.9 million, for the year ended December 31, 2004. The summary below identifies the increase by its various components (dollars in thousands).

	Year Ended December 31,
	2004			2003			Inc. (Dec.)
Average loan balance	$	1,393,894		$	1,125,601		$	268,293
Average rate		6.08	%		6.59	%		(0.51	)%
Total interest	$	84,749		$	74,177		$	10,572
Amortization of loan fees		4,239			4,595			(356	)
Capitalized interest and other expense, net		291			(388	)		679
Interest expense	$	89,279		$	78,384		$	10,895

Equity in income of unconsolidated entities, net

The $2.5 million decrease is the result of the Company consolidating our joint venture interests throughout 2003 and fully in early 2004.

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Discontinued Operations

During 2004, we sold twenty-nine Community Centers for $113.3 million and reflected one Community Center as held for sale. We reported a net gain of $19.6 million associated with the sale of these Community Centers, which, in accordance with SFAS No. 144, is reported in discontinued operations. During 2003, we sold five Community Centers for $18.6 million and reflected two other Community Centers as held for sale. We recorded a net gain on the sale of discontinued operations of $703,000 and an impairment loss of $2.5 million. Total revenues for discontinued operations were $28.2 million and $32.7 million for the years ended December 31, 2004 and 2003, respectively.

Liquidity and Capital Resources

Liquidity

Our short-term (less than one year) liquidity requirements include recurring operating costs, capital expenditures, debt service requirements and dividend and distribution requirements pertaining to our preferred shares, Common Shares and OP Units. We anticipate that these needs will be primarily met with cash flows provided by operations.

Our long-term (greater than one year) liquidity requirements include scheduled debt maturities, capital expenditures to maintain, renovate and expand existing assets, property acquisitions and development projects. Management anticipates that net cash provided by operating activities, the funds available under the credit facility, construction financing, long-term mortgage debt, contributions from our strategic joint venture partnership, issuance of preferred and common shares of beneficial interest and proceeds from the sale of assets will provide sufficient capital resources to carry out our business strategy relative to the acquisitions, renovations, expansions and developments.

At December 31, 2005, our total-debt-to-total-market capitalization was 56.1% compared to 52.0% at December 31, 2004. We are working to maintain this ratio in the mid-fifty percent range. We expect to utilize the proceeds from future asset sales to reduce debt and, to the extent that market capitalization remains in the current range, to fund expansion, renovation and redevelopment of existing Properties and the acquisition of additional regional mall properties. Total-debt-to-total-market capitalization is calculated below (dollars and shares in thousands, except stock price).

	Dec. 31, 2005			Dec. 31, 2004
Stock Price (end of period)	$	24.32		$	27.71
Market Capitalization Ratio:
Common Shares outstanding		36,506			35,683
OP Units outstanding		3,115			3,474
Total Common Shares and OP Units outstanding at end of period		39,621			39,157
Market capitalization - Common Shares outstanding	$	887,826		$	988,776
Market capitalization - OP Units outstanding		75,757			96,264
Market capitalization - Preferred Shares		210,000			210,000
Total debt (end of period)		1,501,481			1,402,604
Total market capitalization	$	2,675,064		$	2,697,644
Total debt / total market capitalization		56.1	%		52.0	%

CapitalResource Availability

In December 2005, we formed a joint venture (the “Venture”) with OMERS Realty Corporation (“ORC”), an affiliate of Oxford Properties Group (“Oxford”), which is the global real estate platform for the Ontario (Canada) Municipal Employees Retirement System, a Canadian pension plan. The initial acquisition of the Venture was the $170.1 million purchase of Puente. We have a 52% interest in the Venture and ORC has a 48% interest, but GPLP will be entitled to certain financial promotes provided that ORC earns a specified rate of return. As part of the Venture, ORC intends to seek approval from its board of directors for it to commit up to $200 million for acquisitions of certain other mall and anchored lifestyle retail properties that GPLP offers to the Venture. The properties to be acquired by the Venture will be operated by Glimcher under separate management agreements. Under these agreements, Glimcher will be entitled to management fees, leasing commissions and other compensation including an asset management fee and acquisition fees based upon the purchase price paid for each property.

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We modified our former secured line of credit (“Prior Credit Facility”) to increase the borrowing availability from $150 million to $300 million and to convert it from a secured facility to an unsecured facility (“Amended Credit Facility”) that matures in August 2008 with a one-year extension option available to the Company. The Amended Credit Facility is expandable to $400 million, subject to certain conditions, and the interest rate ranges from LIBOR plus 1.05% to LIBOR plus 1.55% depending upon our ratio of debt to total asset value.

On March 24, 2004, we filed with the SEC a universal shelf registration statement. This registration statement permits us to engage in offerings of debt securities, preferred and common shares, warrants, rights to purchase the Company’s common shares, purchase contracts and any combination of the foregoing. The registration statement was declared effective on April 6, 2004. The amount of securities registered was $400 million, all of which is currently available for future offerings.

Cash Activity

For the Year Ending December 31, 2005

Net cash provided by operating activities was $108.3 million for the year ended December 31, 2005.

Net cash used by investing activities was $122.5 million for the year ended December 31, 2005. During 2005, we spent $95.9 million towards our investment in real estate. Of this amount, $63.9 million was spent on constructing additional GLA and interior renovations, primarily at Eastland Ohio, The Mall at Fairfield Commons, The Dayton Mall, Montgomery Mall, Lloyd Center, Northtown Mall, The Great Mall of the Great Plains and the purchase of vacant anchor space at Polaris Fashion Place. We also spent $12.8 million on tenant improvements and allowances to re-tenant existing space. Lastly, we spent $7.7 million associated with the acquisition of land in connection with the development of an anchored retail project to serve the Cincinnati, Ohio market (“City Park development”). The remaining amounts were spent on operational capital expenditures. We also spent $44.2 million in connection with our investment, through the Venture, in Puente. Offsetting these capital outlays, we received $23.6 million in proceeds from the sale of Southside Mall, ($13.0 million) the former Lord & Taylor anchor space at Polaris Fashion Place ($5.3 million) and the sale of 5 Community Centers ($5.3 million). We also received $3.0 million from the sale of outparcels.

Net cash provided by financing activities was $13.5 million for the year ended December 31, 2005. During 2005, we received $111.7 from the issuance of mortgage notes payable. These funds were received in connection with the new $44.0 million mortgage loan on Montgomery Mall, the new $50.0 million mortgage loan on River Valley Mall and $17.7 million for the construction loan in connection with the redevelopment activities at Eastland Ohio. Also, we received net proceeds of $76.0 million from our Amended Credit Facility of which the majority of the proceeds were used to fund numerous redevelopment projects that are currently ongoing. Offsetting these increases was the $88.4 million paid for principal payments on existing mortgage debt. This amount consisted of the extinguishment of the existing mortgage on Montgomery Mall and Southside Mall as well as normal principal payments. We also paid $92.9 million in distributions.

For the Year Ending December 31, 2004

Net cash provided by operating activities was $102.3 million for the twelve months ended December 31, 2004.

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Net cash provided by investing activities was $36.2 million for the twelve months ended December 31, 2004. The primary uses were the investments in real estate of $72.7 million. These real estate investments were for development and redevelopment activities of $12.7 million, property capital expenditures of $16.2 million and the cash portion of the purchase price related to the Polaris Properties of $42.9 million. Additionally, we received proceeds of $106.8 million from the sale of twenty-nine Community Centers and $2.7 million from the sale of outparcels.

Net cash used in financing activities was $141.1 million for the twelve months ended December 31, 2004. Proceeds were received from the issuance of $150 million of the Series G Preferred Shares, which totaled a net amount of $144.8 million. This amount was offset by the redemption of the Series B Preferred Shares totaling $128.0 million. We received $231.5 million from the issuance of mortgage notes payable. In the first quarter of 2004, we received $36.5 million in loan proceeds that was used to fund the acquisition of the remaining joint venture interest in Polaris Fashion Place not previously owned by the Company (the “Polaris acquisition”). During the second quarter of 2004, we refinanced Jersey Gardens Mall with a $165.0 million permanent mortgage loan and refinanced The Great Mall of the Great Plains with a $30.0 million two-year bridge facility. Cash used to repay mortgage notes payable was $303.4 million, of which $292.7 million related to repayment of the previous debt on Jersey Gardens Mall, The Great Mall of the Great Plains, River Valley Mall and a bridge facility associated with the Polaris acquisition. The remainder of the repayment amount relates to scheduled debt amortizations of $17.2 million. We also paid $89.2 million in dividend distributions.

For the Year Ending December 31, 2003

Net cash provided by operating activities was $98.9 million for the twelve months ended December 31, 2003.

Net cash used by investing activities was $200.2 million for the year ended December 31, 2003. The primary investments were the investments in real estate of $218.9 million for the acquisitions of WestShore Plaza and Eastland Ohio. Also reflected are the purchases of joint venture interests not previously owned in Colonial Park Mall, Eastland North Carolina and G&G Blaine (at Northtown Mall). Additionally, we received $24.0 million from the sale of certain Community Centers and $2.5 million for the sale of outparcels.

Net cash provided from financing activities was $101.1 million for the year ended December 31, 2003. Proceeds received from the issuance of new mortgages were $383 million. The mortgages primarily relate to acquisitions of WestShore Plaza and Eastland Ohio as well as proceeds received from the issuance of a mortgage on The Mall at Fairfield Commons and Lloyd Center. Principal payments on mortgages totaled $205.3 million. These payments reflect satisfaction of mortgages at Lloyd Center, which was later refinanced, Northtown Mall and various bridge loans. Also, we received $57.5 million from the issuance of Series F Preferred Shares. Lastly, we paid $83.4 million in distributions.

Financing Activity

Total debt increased by $98.9 million during 2005. The change in outstanding borrowings is summarized as follows (in thousands):

	Mortgage Notes			Notes Payable		Total Debt
December 31, 2004	$	1,328,604		$	74,000	$	1,402,604
New mortgage debt		111,669			-		111,669
Repayment of debt		(70,481	)		-		(70,481	)
Debt amortization payments in 2005		(17,883	)		-		(17,883	)
Amortization of fair value adjustment		(428	)		-		(428	)
Net borrowings, line of credit		-			76,000		76,000
December 31, 2005	$	1,351,481		$	150,000	$	1,501,481

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During 2005, we entered into two new financing arrangements and modified three existing arrangements. On July 15, 2005, we entered into an agreement under which we may borrow from time to time up to an additional $6 million, on the redevelopment loan for our Eastland Ohio property until January 1, 2007, its maturity date. Our obligation to repay the loan is evidenced byapromissory note secured by a first mortgage lien on Eastland Ohio. This new loan increases the total loan availability for our Eastland Ohio redevelopment financing from $36 million to $42 million. This loan bears interest at LIBOR plus 2.00% per annum. We are required to make interest only payments, but prepayments of principal are permitted without penalty. On July 22, 2005, we extended the maturity date on our $7.7 million East Pointe Plaza mortgage loan from August 1, 2005 to August 1, 2006. On August 1, 2005, we entered into a $44 million promissory note secured by a first mortgage lien on Montgomery Mall in Montgomery, Alabama. The new mortgage loan matures on August 1, 2006 and bears interest at a variable rate of LIBOR plus 1.85% per annum. A loan agreement was modified on January 13, 2006 reducing the interest rate to LIBOR plus 1.65% per annum. We are required to make interest only payments, but prepayments of principal are permitted without penalty. The loan features two remaining options under which we may select to extend the loan for an additional six months. The proceeds of the loan were used to pay off $43.9 million of fixed rate mortgage notes on Montgomery Mall. As a condition of the loan agreement, we paid down the outstanding balance to $25 million upon closing on our Amended Credit Facility. On December 15, 2005, we executed a loan agreement to borrow $50 million (the “Loan”). The Loan is represented by a promissory note secured by a first mortgage lien and assignment of leases and rents on our River Valley Mall located in Lancaster, Ohio. The Loan has a fixed interest rate of 5.65% per annum and a maturity date of January 11, 2016. Under the Loan, we are required to make interest only periodic payments for the first three years of the Loan’s term and then, beginning in January 2009, payments of interest and principal. We are not permitted under the Loan to make any prepayments on outstanding principal.

At December 31, 2005, our mortgage notes payable were collateralized with first mortgage liens on 25 Properties having a net book value of $1,684.2 million. We also owned 10 unencumbered Properties and other corporate assets having a net book value of $129.2 million at that date.

Certain of our loans have multiple Properties as collateral for such loans and have cross-default provisions. Under the cross-default provisions, a default under a single mortgage that is cross-collateralized may constitute a default under all of the mortgages in the pool of such cross-collateralized loans and could lead to acceleration of the indebtedness on all Properties under such loan. Properties which are subject to cross-default provisions have a total net book value of $81.8 million and represent one Community Center and three Malls. Properties under such cross-default provisions relate to i) the Morgantown Mall Associates LP loan representing two Properties with a net book value of $42.4 million and ii) the SAN Mall LP loan representing two Properties with a net book value of $39.4 million.

Contractual Obligations and Commercial Commitments

Contractual Obligations

Long-term debt obligations are shown including both scheduled interest and principal payments. The nature of the obligations is disclosed in the Notes to the consolidated financial statements.

At December 31, 2005, we had the following obligations relating to dividend distributions. In the fourth quarter of 2005, the Company declared distributions of $0.4808 per Common Share ($17.6 million) to be paid during the first quarter of 2006. Series F Preferred Shares and Series G Preferred Shares are not required to be redeemed and therefore, the dividends on those shares may be paid in perpetuity. However, as the Series F Preferred Shares are redeemable at our option on or after August 25, 2008, the obligation for the dividends for the Series F Preferred Shares are included in the contractual obligations through that date. Also, as the Series G Preferred Shares are redeemable at our option on or after February 23, 2009, the obligation for the dividends for the Series G Preferred Shares are also included in the contractual obligations through that date. The total dividend obligation for the Series F Preferred Shares and Series G Preferred Shares is $15.2 million and $41.4 million, respectively.

Capital lease obligations are for security equipment, phone systems and generators at the various Properties and are included in accounts payable and accrued expenses in the consolidated balance sheet. Operating lease obligations are for office space, ground leases, phone system, office equipment, computer equipment and other miscellaneous items. The obligation for these leases at December 31, 2005 was $5.0 million.

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At December 31, 2005, there were 3.1 million OP Units outstanding. These OP Units are redeemable, at the option of the holders, beginning on the first anniversary of their issuance. The redemption price for an OP Unit shall be, at the option of GPLP, payable in the following form and amount: (a) cash at a price equal to the fair market value of one Common Share of the Company or (b) Common Shares at the exchange ratio of one share for each OP Unit. The fair value of the OP Units outstanding at December 31, 2005 is $80.2 million based upon a per unit value of $25.74 at December 31, 2005, (based upon a five-day average of the Common Stock price from December 22, 2005 to December 29, 2005).

At December 31, 2005, we had executed leases committing to $19.3 million in tenant allowances. The leases will generate gross rents, which approximate $74.0 million over the original lease term.

Commercial Commitments

The Amended Credit Facility terms are discussed in Note 6 to the consolidated financial statements.

We have standby letters of credits for utility deposits ($150,000), a mortgage guarantee for The Mall at Fairfield Commons (“MFC”) ($4.0 million), certain tenant and capital improvements ($420,000) and a rate lock fee for River Valley Mall (“RVM”) ($500,000). These letters of credit will be released upon completion of specific requirements by the Company for certain tenants. We expect the tenants to meet the requirements and do not anticipate any payment to be required on these letters of credit.

The following table shows the Company’s contractual and commercial obligations as of December 31, 2005 and the scheduled maturities of these obligations (in thousands):

Contractual Obligations	Total		2006		2007-2008		2009-2010		Thereafter
Long-term Debt (includes interest payments)	$	1,840,456	$	179,987	$	391,356	$	269,741	$	999,372
Distribution Obligations		75,644		36,488		34,350		4,806		-
OP Unit Redemptions		80,193		80,193		-		-		-
Lease Obligations		5,020		2,260		2,274		486		-
Tenant Allowances		19,275		19,275		-		-		-
Other Obligations		6,154		6,154		-		-		-
Total Contractual Obligations	$	2,026,742	$	324,357	$	427,980	$	275,033	$	999,372

Commercial Obligations	Total		2006		2007-2008
Line of Credit	$	150,000	$	-	$	150,000
Standby Letters of Credit		5,070		5,070		-
Guarantees		89		89		-
Total Commercial Obligations	$	155,159	$	5,159	$	150,000

Capital Expenditures

We plan our capital expenditures by considering various factors such as: return on investment, our five-year capital plan for major facility expenditures such as roof and parking lots, tenant construction allowances based upon the economics of the lease terms and cash available for making such expenditures. We categorize our capital expenditures into two broad categories, first-generation and second-generation expenditures. The first-generation expenditures relate to incremental revenues associated with new developments or creation of new GLA at our existing Properties. Second-generation expenditures are those expenditures associated with maintaining the current income stream and are generally expenditures made to maintain the Properties and to replace tenants for spaces that have been previously occupied. Capital expenditures are generally accumulated into a project and classified as “developments in progress” on the consolidated balance sheet until such time as the project is completed. At the time the project is complete, the dollars are transferred to the appropriate category on the balance sheet and are depreciated on a straight-line basis over the estimated useful life of the asset.

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We invested approximately $55 million in redevelopment activity in 2005. These projects focused primarily on eight Malls. In addition, we invested $17 million in property capital expenditures for both operational needs and tenant improvements and $9 million in renovations.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements (as defined in Item 303 of Regulation S-K).

Acquisitions of Additional Properties

In December 2005, we formed the Venture with an affiliate of Oxford, which is the global real estate platform for the Ontario (Canada) Municipal Employees Retirement System, a Canadian pension plan. The initial acquisition of the Venture was the $170.1 million purchase of Puente. We have a 52% interest in the Venture and ORC has a 48% interest, but GPLP will be entitled to certain financial promotes provided that ORC earns a specified rate of return. In connection with the acquisition, the Venture assumed an $88.8 million non-recourse mortgage loan, with the remainder of the purchase price being funded by contributions to the Venture from us and ORC.

In addition to our acquisition of Puente through the Venture, we also acquired Tulsa Promenade on January 17, 2006. Tulsa Promenade is a regional mall located in Tulsa, Oklahoma with approximately 927,000 square feet of GLA. The purchase price was $58.3 million and we did not assume any debt in connection with this purchase. We funded the acquisition with funds made available through our Amended Credit Facility.

Expansion, Renovation and Development Activity

We continue to be active in expansion, renovation and development activities. Our business strategy is to grow the Company’s assets, net income and cash flow to, among other things, provide for dividend requirements and to preserve, maintain and expand value for shareholders.

Expansions and Renovations

We maintain a strategy of selective expansions and renovations in order to improve the operating performance and the competitive position of our existing portfolio. We also engage in an active redevelopment program with the objective of attracting innovative retailers, which we believe will enhance the operating performance of the Properties.

Malls

Mall store occupancy (for our wholly-owned Malls) increased to 89.5% at December 31, 2005 from 88.5% at December 31, 2004. We believe that Mall store occupancy improvements were driven primarily by our improvements in the in-line stores. These improvements were partially offset by the decline in occupancy of our outparcel stores at the Malls. Anchor store occupancy (for our wholly-owned Malls) increased to 95.2% at December 31, 2005 from 93.7% at December 31, 2004. Mall anchor occupancy improvements relate to new anchor store openings of 254,291 square feet in 2005 for space that was vacant as of December 31, 2004. In addition to the openings, a 170,871 square foot vacant anchor store was demolished to make room for a new store to be built and opened in 2006. These improvements in anchor store occupancy were partially offset by new closings of 276,989 square feet in 2005. New openings included two new Steve and Barry’s stores at The Great Mall of the Great Plains and Morgantown Mall, Kohl’s at New Towne Mall and Burlington Coat Factory at Northtown Mall. Anchor store closings included Linens & Things at The Great Mall of the Great Plains, Toys R Us at Lloyd Center, JCPenney at Montgomery Mall and Office Max at Northwest Mall.

We have plans to add a lifestyle retail component to The Dayton Mall located in Dayton, Ohio, further enhancing the strong market share already enjoyed by this Property. The Dayton Mall project will include façade renovation and the addition of 97,000 square feet in an open-air center.

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Eastland Ohio, located in Columbus, Ohio, was acquired in December 2003 with redevelopment plans existing at the time of the acquisition. The expansion at this Mall includes the addition of a 120,000 square foot Kaufmann’s anchor store, approximately 30,000 square feet of outward facing retail, interior renovations (including a children’s soft play area) and new in-line tenants. We have installed additional amenities, including a state-of-the-art security system, comfortable seating and carpeted areas that will enhance the shopping experience. The new Kaufmann’s store opened in October 2005.

The Polaris Fashion Place redevelopment project, located in Columbus, Ohio, centers around a replacement anchor for the parcel and building vacated by Lord & Taylor (the “Lord & Taylor parcel”). On May 16, 2005, we purchased the Lord & Taylor parcel from The May Department Stores Company. On July 20, 2005, we sold the Lord & Taylor parcel to Von Maur, Inc., an Iowa-based fashion specialty retailer (“Von Maur”). Von Maur opened their first Ohio store in the 140,000 square foot anchor space during the fourth quarter of 2005. In addition, we constructed a new approximately 9,450 square foot multi-tenant building. Leasing of this multi-tenant building is complete and some of these tenants opened in December 2005 and January 2006.

Redevelopment work is in process at Northtown Mall in Blaine, Minnesota. The expansion project includes tripling the size of the food court, installing new exterior signage, adding a new 10,000 square foot freestanding building and demolishing a vacant anchor space to be replaced with a new anchor store. The food court renovations and the exterior signage have been completed. Leasing of the new 10,000 square foot building is complete and all of the tenants opened during the third and fourth quarters of 2005. The vacant anchor has been demolished and site preparation is underway to prepare for the new anchor store.

Construction of 22,000 square feet of new freestanding retail GLA at Grand Central Mall in Parkersburg, West Virginia was completed in 2005. The new building replaced a vacant obsolete structure of 43,000 square feet that had previously been demolished. The new space includes an Old Navy, Panera Bread and planned additions of retail or restaurant tenants.

The Venture plans on making a $10 million interior renovation at Puente, which will include new flooring, updated lighting, refurbished and expanded food court, children’s soft play area and new vertical transportation. These renovations are planned for completion in 2006.

Developments

One of our objectives is to increase our portfolio by developing new retail properties. Our management team has developed over 100 retail properties nationwide and has significant experience in all phases of the development process including: site selection, zoning, design, pre-development leasing, construction financing and construction management.

On April 7, 2005, we closed on the purchase of two parcels of land located in Mason, Ohio, consisting of approximately 78.2 acres for a purchase price of $7.7 million (the “Mason Parcels”). This land was purchased in connection with the City Park development. On May 31, 2005, we sold one of the parcels making up the Mason Parcels that consists of 9.154 acres for a price of $1.0 million. Additionally, in connection with the City Park development, we currently have an option to purchase an undivided one-half (1/2) interest in a parcel of land consisting of approximately 65.8 acres located in Mason, Ohio.

Portfolio Data

The table below reflects sales per square foot (“Sales PSF”) for those tenants reporting sales for the twelve-month period ended December 31, 2005. The percentage change is based on those tenants reporting sales for the twenty-four month period ended December 31, 2005.

	Mall Properties
Property Type	Average Sales PSF		Same Store %Change
Anchors		$162		(3.5)%
Stores (1)		$334		1.1%
Total		$245		(0.5)%

(1) Stores Sales per PSF exclude outparcel sales and specialty leasing.

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As we continue to upgrade our tenant mix, we believe the regional mall portfolio will deliver solid performance in the areas of sales productivity and rents. Average mall store sales for the 12 months ended December 31, 2005 were $334 dollars per square foot, a 3.4% improvement from the $323 dollars per square foot reported for the twelve months ended December 31, 2004. Comparable stores sales, which include only those stores open for the twelve months ended December 31, 2005 and the same period of 2004, increased 1.1%.

Portfolio occupancy statistics by property type are summarized below:

	Occupancy (1) (2)
	12/31/05	9/30/05	6/30/05	3/31/05	12/31/04
Reported Occupancy:
Mall Anchors	95.2%	92.6%	91.3%	91.3%	93.7%
Mall Stores	89.5%	87.5%	88.0%	87.6%	88.5%
Total Mall Portfolio	93.2%	90.8%	90.1%	90.0%	91.8%
Community Center Anchors	75.0%	63.9%	63.8%	63.8%	67.9%
Community Center Stores	78.6%	64.8%	63.7%	65.3%	66.6%
Total Community Center Portfolio	75.8%	64.1%	63.8%	64.2%	67.6%
Comparable Occupancy (3):
Comparable Mall Portfolio	93.2%				92.2%
Comparable Community Center Portfolio	75.8%				80.8%

(1) Occupancy statistics included in the above table are based on the total Company portfolio which excludes our Property held in a joint venture.

(2) Occupied space is defined as any space where a tenant is occupying the space or paying rent at the date indicated, excluding all tenants with leases having an initial term of less than one year.

(3) Comparable occupancy rates exclude the properties sold in 2005 from the 2004 occupancy calculation.

Information Technology

We implemented the first phase of our commercial management system upgrade in August 2004. This first phase focused on replacing the former commercial management system and related Microsoft Access databases with Intuit Real Estate Solution’s commercial management system. The new software is used for lease accounting, tenant’s sales, accounts receivables, collections and cash processing. The second phase, which was the implementation of the recoveries module and the straight-line rent calculation, was completed in the second quarter of 2005. The recoveries module is used for calculating and billing the tenants’ share of CAM, real estate taxes and insurance.

Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 123(R), to expand and clarify SFAS No. 123, “Accounting for Stock-Based Compensation,” in several areas. The Statement requires companies to measure the cost of employee services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. The cost is recognized over the requisite service period (usually the vesting period) for the estimated number of instruments where service is expected to be rendered. This Statement is effective beginning in the first quarter of 2006 for all unvested awards. Since we previously adopted the provisions of expensing stock-based compensation using the fair value based method of accounting as permitted under SFAS No. 123 (see Note 2 to our consolidated financial statements), we do not expect our financial statements will be materially impacted by SFAS No. 123(R).

In December 2004, The FASB issued SFAS No. 153, “Exchanges of Nonmonetary Assets”. The issue addresses the accounting for nonmonetary exchanges as an area in which the U.S. standard could be improved by eliminating certain differences between the measurement guidance in Opinion 29 and that in International Accounting Standard (“IAS”) No. 16, “Property, Plant and Equipment”, and IAS No. 38, “Intangible Assets”. The provisions of this Statement are effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. The provisions of this Statement are applied prospectively. We do not expect our financial statements will be materially impacted by SFAS No. 153.

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In September 2005, the Emerging Issues Task Force (“EITF”) issued Issue 04-05, “Investor’s Accounting for an Investment in a Limited Partnership When the Investor is the Sole General Partner and the Limited Partners Have Certain Rights”, (“EITF 04-05”). At issue is what rights held by the limited partner(s) preclude consolidation in circumstances in which the sole general partner would consolidate the limited partnership in accordance with GAAP. The assessment of limited partners’ rights and their impact on the presumption of control of the limited partnership by the sole general partner should be made when an investor becomes the sole general partner and should be reassessed if (i) there is a change to the terms or in the exercisability of the rights of the limited partners, (ii) the sole general partner increases or decreases its ownership of limited partnership interests, or (iii) there is an increase or decrease in the number of outstanding limited partnership interests. This issue is effective no later than for fiscal years beginning after December 15, 2005 and as of June 29, 2005 for new or modified arrangements. The impact of adopting EITF 04-05 is not expected to have a material impact on our financial position or results of operations.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

Our primary market risk exposure is interest rate risk. We use interest rate protection agreements to manage interest rate risks associated with long-term, floating rate debt. At December 31, 2005, approximately 82.8% of our debt, after giving effect to interest rate protection agreements, bore interest at fixed rates with weighted-average maturity of 6.7 years and a weighted-average interest rate of approximately 6.35%. At December 31, 2004 approximately 89.7% of our debt, after giving effect to interest rate protection agreements, bore interest at fixed rates with weighted-average maturity of 6.9 years, and a weighted-average interest rate of approximately 6.41%. The remainder of our debt at December 31, 2005 and December 31, 2004, bears interest at variable rates with weighted-average interest rates of approximately 5.96% and 4.34%, respectively.

At December 31, 2005 and December 31, 2004, the fair value of our debt (excluding our Amended Credit Facility) was $1,358.7 million and $1,353.6 million, respectively, compared to its carrying amounts of $1,351.5 million and $1,328.6 million, respectively. Our combined future earnings, cash flows and fair values relating to financial instruments are dependent upon prevalent market rates of interest, primarily LIBOR. Based upon consolidated indebtedness and interest rates at December 31, 2005 and 2004, a 100 basis points increase in the market rates of interest would decrease future earnings and cash flows by $2.5 million and $1.4 million, respectively for the year. Also, the fair value of debt would decrease by approximately $36.7 million and $43.3 million, at December 31, 2005 and December 31, 2004. A 100 basis points decrease in the market rates of interest would increase future earnings and cash flows by $2.5 million and $1.4 million, for the year ended December 31, 2005 and 2004, respectively, and increase the fair value of debt by approximately $39.1 million and $46.3 million, at December 31, 2005 and December 31, 2004. We have entered into certain cap agreements which impact this analysis at certain LIBOR rate levels (see Note 5 to the consolidated financial statements).

Item 8.  Financial Statements and Supplementary Data

The consolidated financial statements and financial statement schedules of GRT and the Report of Independent Registered Public Accounting Firm thereon, to be filed pursuant to this Item 8 are included in this report in Item 15.

Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Information regarding Changes In and Disagreements with Accountants on Accounting and Financial Disclosure is incorporated by reference to the Registrant’s definitive proxy statement to be filed with the SEC within 120 days after the year-end of the year covered by this Form 10-K with respect to the 2006 Annual Meeting of Shareholder’s to be held on May 5, 2006 (the “Annual Meeting”).

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Item 9A.  Controls and Procedures

Disclosure Controls and Procedures. The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. The Company’s disclosure controls and procedures are designed to provide reasonable assurance that information is recorded, processed, summarized and reported accurately and on a timely basis in the Company’s periodic reports filed with the SEC. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective to provide reasonable assurance. Notwithstanding the foregoing, a control system, no matter how well designed and operated, can provide only reasonable, not absolute assurance, that it will detect or uncover failures within the Company to disclose material information otherwise required to be set forth in the Company’s periodic reports.

Management’s Report on Internal Control Over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

As of December 31, 2005, management assessed the effectiveness of the Company's internal control over financial reporting based on the criteria for effective internal control over financial reporting established in "Internal Control -- Integrated Framework", issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, management has concluded that as of December 31, 2005, the Company’s internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our independent registered public accounting firm, BDO Seidman, LLP, audited management’s assessment and independently assessed the effectiveness of the Company’s internal control over financial reporting. BDO Seidman, LLP has issued an attestation report concurring with management’s assessment, which is set forth below.

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Report of Independent Registered Public Accounting Firm on Internal Control

Over Financial Reporting

Board of Trustees and Shareholders

Glimcher Realty Trust

Columbus, Ohio

We have audited management's assessment, included in the accompanying “Management’s Report on Internal Control over Financial Reporting”, that Glimcher Realty Trust maintained effective internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).Glimcher Realty Trust’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management's assessment and an opinion on the effectiveness of the Company's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management's assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, management's assessment that Glimcher Realty Trust maintained effective internal control over financial reporting as of December 31, 2005, is fairly stated, in all material respects, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).Also in our opinion, Glimcher Realty Trust maintained, in all material respects, effective internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Glimcher Realty Trust as of December 31, 2005 and December 31, 2004 and the related consolidated statements of income and comprehensive income, shareholders’ equity, and cash flows for each of the three years ending December 31, 2005of Glimcher Realty Trust and our report dated February 22, 2006expressed an unqualified opinionon those consolidated financial statements.

Chicago, Illinois February 22, 2006  /s/ BDO Seidman, LLP

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Internal Control Over Financial Reporting. There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the last fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.  Other Information

None

PART III

Item 10. Trustees and Executive Officers of the Registrant

Information regarding trustees, board committee members and executive officers of the Registrant is incorporated herein by reference to GRT’s definitive proxy statement to be filed with the SEC within 120 days after the year-end of the year covered by this Form 10-K with respect to the Annual Meeting.

Item 11. Executive Compensation

Information regarding executive compensation of the Company’s executive officers is incorporated herein by reference to the Registrant’s definitive proxy statement to be filed with the SEC within 120 days after the year-end of the year covered by this Form 10-K with respect to the Annual Meeting.

Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

Information regarding the Company’s equity compensation plans in effect as of December 31, 2005 is as follows:

	Equity Compensation Plan Information
Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a))
	(a)	(b)	(c)
Equity compensation plans approved by shareholders	1,948,098	$20.88	850,499
Equity compensation plans not approved by shareholders	N/A	N/A	N/A

Additional information regarding security ownership of certain beneficial owners and management of the Registrant is incorporated herein by reference to GRT’s definitive proxy statement to be filed with the SEC within 120 days after the year-end of the year covered by this Form 10-K with respect to the Annual Meeting.

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Item 13. Certain Relationships and Related Transactions

Information regarding certain relationships and related transactions of the Company is incorporated herein by reference to GRT’s definitive proxy statement to be filed with the SEC within 120 days after the year-end of the year covered by this Form 10-K with respect to the Annual Meeting.

Item 14.   Principal Accountant Fees and Services

Information regarding principal accountant fees and services of the Company is incorporated herein by reference to GRT’s definitive proxy statement to be filed with the SEC within 120 days after the year end of the year covered by this Form 10-K with respect to the Annual Meeting.

Item 15. Exhibits and Financial Statements

(a)	(1)	Financial Statements	Page Number
		- Report of Independent Registered Public Accounting Firm	53
		- Glimcher Realty Trust Consolidated Balance Sheets as of December 31, 2005 and 2004	54
		- Glimcher Realty Trust Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2005, 2004 and 2003	55
		- Glimcher Realty Trust Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2005, 2004 and 2003	56
		- Glimcher Realty Trust Consolidated Statements of Cash Flows for the years ended December 31, 2005, 2004 and 2003	57
		- Notes to Consolidated Financial Statements	58
	(2)	Financial Statement Schedules
		- Schedule III - Real Estate and Accumulated Depreciation	82
		- Notes to Schedule III	86
	(3)	Exhibits

3.1	Amended and Restated Declaration of Trust of Glimcher Realty Trust. (1)
3.2	Bylaws, as amended. (1)
3.3	Amendment to the Company's Amended and Restated Declaration of Trust. (2)
3.4	Limited Partnership Agreement of Glimcher Properties Limited Partnership. (3)
3.5	Amendment to Limited Partnership Agreement of Glimcher Properties Limited Partnership. (3)
3.6	Amendment No. 1 to Limited Partnership Agreement of Glimcher Properties Limited Partnership. (3)
3.7	Amendment No. 2 to Limited Partnership Agreement of Glimcher Properties Limited Partnership. (3)
3.8	Amendment No. 3 to Limited Partnership Agreement of Glimcher Properties Limited Partnership. (3)
3.9	Amendment No. 4 to Limited Partnership Agreement of Glimcher Properties Limited Partnership. (3)
3.10	Amendment No. 5 to Limited Partnership Agreement of Glimcher Properties Limited Partnership. (3)
3.11	Amendment No. 6 to Limited Partnership Agreement of Glimcher Properties Limited Partnership. (3)
3.12	Amendment No. 7 to Limited Partnership Agreement of Glimcher Properties Limited Partnership dated August 7, 2003. (8)
3.13	Amendment No. 8 to Limited Partnership agreement of Glimcher Properties Limited Partnership. (10)
3.14	Articles Supplementary classifying 2,800,000 Shares of Beneficial Interest as 8.75% Series F Cumulative Redeemable Preferred Shares of Beneficial Interest of the Registrant. (15)
3.15	Articles Supplementary Classifying 6,900,000 Shares of Beneficial Interest as 8.125% Series G Cumulative Redeemable Preferred Shares of Beneficial Interest of the Registrant, par value $0.01 per share. (16)
4.1	Specimen Certificate for Common Shares of Beneficial Interest. (1)

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4.2	Specimen Certificate for evidencing 8.75% Series F Cumulative Redeemable Preferred Shares of Beneficial Interest. (15)
4.3	Specimen Certificate evidencing 8.125% Series G Cumulative Redeemable Preferred Shares of Beneficial Interest. (16)
10.01	Glimcher Realty Trust 1993 Employee Share Option Plan. (1)
10.02	Glimcher Realty Trust 1993 Trustee Share Option Plan. (1)
10.03	Glimcher Realty Trust 1997 Incentive Plan. (3)
10.04	Glimcher Realty Trust 2004 Incentive Compensation Plan. (17)
10.05	Exhibit A to Glimcher Properties Limited Partnership Agreement, as amended, as of December 31, 2005.
10.06	Severance Benefits Agreement, dated June 11, 1997, by and among Glimcher Realty Trust, Glimcher Properties Limited Partnership and Herbert Glimcher. (3)
10.07	Severance Agreement and Release of All Claims between William G. Cornely, Glimcher Realty Trust, its affiliated and subsidiary entities, and its shareholders, directors, officers, agents, employees, successors and assigns, dated as of July 1, 2005. (5)
10.08	Severance Benefits Agreement dated June 11, 1997, by and among Glimcher Realty Trust, Glimcher Properties Limited Partnership and Michael P. Glimcher. (3)
10.09	Severance Benefits Agreement, dated June 11, 1997, by and among Glimcher Realty Trust, Glimcher Properties Limited Partnership and George A. Schmidt. (3)
10.10	Severance Benefits Agreement, dated June 26, 2002, by and among Glimcher Realty Trust, Glimcher Properties Limited Partnership and Thomas J. Drought, Jr. (20)
10.11	Severance Benefits Agreement, dated June 28, 2004 by and among Glimcher Realty Trust, Glimcher Properties Limited Partnership and Lisa A. Indest. (22)
10.12	Severance Benefits Agreement, dated August 30, 2004, by and among Glimcher Realty Trust, Glimcher Properties Limited Partnership and Mark E. Yale. (11)
10.13	Severance Benefits Agreement, dated May 16, 2005, by and among Glimcher Realty Trust, Glimcher Properties Limited Partnership and Marshall A. Loeb. (24)
10.14	Severance Benefits Agreement, dated May 16, 2005, by and among Glimcher Realty Trust, Glimcher Properties Limited Partnership and George “Buck” Sappenfield, III. (24)
10.15	Severance Benefits Agreement, dated August 17, 2005, by and among Glimcher Realty Trust, Glimcher Properties Limited Partnership and Robert F. Beffa. (25)
10.16	Offer Letter of Employment to Marshall A. Loeb, dated April 26, 2005. (23)
10.17	Offer Letter of Employment to George “Buck” Sappenfield, III, dated May 9, 2005. (24)
10.18	Offer Letter of Employment to Robert Beffa, dated June 29, 2005. (5)
10.19	Promissory Note dated as of December 17, 1997, issued by Glimcher University Mall Limited Partnership in the amount of sixty four million eight hundred ninety eight thousand five hundred forty six dollars ($64,898,546). (7)
10.20	Mortgage, assignment of rents, security agreement and fixture filing by Glimcher University Mall Limited Partnership to Nomura Asset Capital Corporation dated as of December 17, 1997. (7)
10.21	Promissory Note, dated as of July 31, 2005, issued by Glimcher Properties, L.P. and Montgomery Mall Associates, L.P. (each as co-borrower) to the order of KeyBank National Association in the principal amount of $44,000,000. (26)
10.22	Term Loan Agreement, dated as of July 31, 2005, between Glimcher Properties, L.P. and Montgomery Mall Associates, L.P. (each as co-borrower) and KeyBank National Association. (26)
10.23	Amended and Restated Mortgage, Assignment of Rents, Security Agreement and Fixture Filing made by Montgomery Mall Associates, L.P. in favor of KeyBank National Association, dated as of July 31, 2005. (26)
10.24	Promissory Note dated as of September 1, 1998, issued by Morgantown Mall Associates Limited Partnership in the amount of fifty eight million three hundred fifty thousand dollars ($58,350,000). (4)
10.25	Deed of trust, assignment of leases and rents and security agreement by Morgantown Mall Associates Limited Partnership to Michael B. Keller (Trustee) for the use and benefit of The Capital Company of America, LLC dated as of September 1, 1998. (4)
10.26	Promissory Note dated as of November 1, 1998, issued by Glimcher Properties Limited Partnership in the amount of nineteen million dollars ($19,000,000) (relates to New Jersey Tax Exempt Bonds). (4)

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10.27	Deed of Trust and security agreement by Grand Central Limited Partnership for the benefit of Lehman Brothers Holdings Inc. dated as of January 21, 1999. (18)
10.28	Promissory Note dated as of January 21, 1999, issued by Grand Central Limited Partnership in the amount of fifty two million five hundred thousand dollars ($52,500,000). (18)
10.29	Deed of Trust Security Agreement by Weberstown Mall, LLC for the benefit of Lehman Brothers Holding Inc. dated as of April 26,1999. (19)
10.30	Promissory Note dated as of April 26, 1999, issued by Weberstown Mall, LLC in the amount of twenty million five hundred thousand dollars ($20,500,000). (19)
10.31	Open-end Mortgage and Security Agreement by Mount Vernon Venture, LLC to Lehman Brothers Bank, FSB dated as of January 16, 2001. (6)
10.32	Promissory Note dated as of January 16, 2001, issued by Mount Vernon Venture, LLC in the amount of nine million three hundred thousand dollars ($9,300,000). (6)
10.33	Mortgage, Assignment of Leases and Rents, Security Agreement, and Fixture Filing by Glimcher Ashland Venture, LLC to KeyBank National Association dated as of October 15, 2001. (6)
10.34	Promissory Note dated as of October 15, 2001 issued by Glimcher Ashland Venture, LLC in the amount of twenty seven million dollars ($27,000,000). (6)
10.35	Amended and Restated Promissory Note 1 dated as of June 30, 2003 issued by LC Portland, LLC in the amount of seventy million dollars ($70,000,000.00). (21)
10.36	Amended and Restated Promissory Note 2 dated June 30, 2003 issued by LC Portland, LLC in the amount of seventy million dollars ($70,000,000.00). (21)
10.37	Agreement of Sale and Purchase and Joint Escrow Instructions, dated October 5, 2005, by and between Glimcher Properties Limited Partnership and Passco Colima, LLC, Passco PHM, LLC and PHM-1, LLC through PHM-29, LLC (relates to Puente Hills Mall acquisition).
10.38	Amendment to Agreement of Sale and Purchase and Joint Escrow Instructions, dated November 4, 2005, by and between Glimcher Properties Limited Partnership and Passco Colima, LLC, Passco PHM, LLC and PHM-1, LLC through PHM-29, LLC (relates to Puente Hills Mall acquisition).
10.39	Loan Assumption Agreement, dated as of December 29, 2005, between Passco Colima, LLC, Passco PHM, LLC and PHM-1, LLC through PHM-29, LLC, Puente Hills Mall, LLC and LaSalle Bank National Association, as Trustee for the Registered Holders of Greenwich Capital Commercial Funding Corp., Commercial Mortgage Trust 2003-C1, Commercial Mortgage Pass-Through Certificates, Series 2003-C1 (relates to Puente Hills Mall acquisition).
10.40	Guaranty of Recourse Obligations, dated as of December 29, 2005, by Glimcher Properties Limited Partnership in favor of LaSalle Bank National Association, as Trustee for the Registered Holders of Greenwich Capital Commercial Funding Corp., Commercial Mortgage Trust 2003-C1, Commercial Mortgage Pass-Through Certificates, Series 2003-C1 (relates to loan assumption for Puente Hills Mall acquisition).
10.41	Allonge to Promissory Note (relates to loan assumption for Puente Hills Mall acquisition).
10.42	Operating Agreement for OG Retail Holding Co., LLC, dated as of December 29, 2005 (pertains to joint venture between Glimcher Properties Limited Partnership and Oxford Properties Group).
10.43	Promissory Note A1 dated as of August 27, 2003, issued by Glimcher WestShore, LLC in the amount of sixty six million dollars ($66,000,000). (9)
10.44	Promissory Note A2 dated as of August 27, 2003, issued by Glimcher WestShore, LLC in the amount of thirty four million dollars ($34,000,000). (9)
10.45	Mortgage, Assignment of Leases and Rents and Security Agreement by Glimcher WestShore, LLC to Morgan Stanley Mortgage Capital Inc. dated as of August 27, 2003. (9)
10.46	Guaranty by Glimcher Properties Limited Partnership to Morgan Stanley Mortgage Capital, Inc. dated as of August 27, 2003, relating to WestShore Plaza Mall. (9)
10.47	Note dated as of August 11, 1998 issued by Eastland Mall Limited Partnership to The Capital Company of America LLC in the amount of forty six million six hundred seventy three thousand two hundred twenty five dollars ($46,673,225). (9)
10.48	Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated as of August 11, 1998 by Eastland Mall Limited Partnership to M. Jay Devaney, as Trustee, for the benefit of The Capital Company of America LLC. (9)

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10.49	Promissory Note dated as of October 1, 1997, issued by Catalina Partners, L.P. to Nomura Asset Capital Corporation in the amount of thirty six million ($36,000,000), relating to Colonial Park Mall. (9)
10.50	Open-end Fee Mortgage, Leasehold Mortgage, Assignment of Rents, Security Agreement and Fixture Filing dated as of October 1, 1997 by Catalina Partners, L.P. to Nomura Asset Capital Corporation, relating to Colonial Park Mall. (9)
10.51	Amended and Restated Credit Agreement, dated August 22, 2005, by and among Glimcher Properties Limited Partnership, KeyBank National Association and several other financial institutions. (27)
10.52	Guaranty, dated August 22, 2005, by Glimcher Realty Trust and Glimcher Properties Corporation to and for the benefit of KeyBank National Association, individually and as administrative agent for itself and the lenders under the Amended and Restated Credit Agreement. (27)
10.53	Form of Note. (27)
10.54	Promissory Note A1, dated October 17, 2003, between MFC Beavercreek, LLC and KeyBank National Association in the amount of eighty-five million dollars ($85,000,000), relating to the Mall at Fairfield Commons in Beavercreek, Ohio. (13)
10.55	Promissory Note A2, dated October 17, 2003, between MFC Beavercreek, LLC and KeyBank National Association in the amount of twenty-eight million five hundred thousand dollars ($28,500,000), relating to the Mall at Fairfield Commons in Beavercreek, Ohio. (13)
10.56	Open End Mortgage, Assignment of Leases and Rents, Security Agreement, and Fixture Filing, dated October 17, 2003, between MFC Beavercreek, LLC and KeyBank National Association, relating to the Mall at Fairfield Commons in Beavercreek, Ohio. (13)
10.57	Key Principal's Guaranty Agreement, dated October 17, 2003, between Glimcher Properties Limited Partnership and KeyBank National Association, relating to the loan on the Mall at Fairfield Commons in Beavercreek, Ohio. (13)
10.58	Open End Mortgage, Assignment of Rents and Security Agreement, dated December 22, 2003, by EM Columbus, LLC, a Delaware limited liability company, to The Huntington National Bank, relating to Eastland Ohio. (13)
10.59	Note, dated December 22, 2003, issued by EM Columbus, LLC, to The Huntington National Bank in the amount of $36,000,000, relating to the purchase of Eastland Ohio. (13)
10.60	Loan Commitment Letter, dated December 22, 2003, from The Huntington National Bank to EM Columbus, LLC, together with all exhibits thereto, relating to Eastland Ohio. (13)
10.61	Unconditional Guaranty of Payment and Performance, dated December 22, 2003, by Glimcher Properties Corporation to The Huntington National Bank, relating to Eastland Ohio. (13)
10.62	Unconditional Guaranty of Payment and Performance, dated December 22, 2003, by Glimcher Properties Limited Partnership to The Huntington National Bank, relating to Eastland Ohio. (13)
10.63	Promissory Note, dated as of July 15, 2005, issued by EM Columbus, LLC in the amount of Six Million Dollars ($6,000,000). (26).
10.64	Unconditional Guaranty of Payment and Performance, dated July 15, 2005, by Glimcher Properties, L.P. to The Huntington National Bank. (26)
10.65	Open-End Mortgage Modification of Mortgage and Note, dated July 15, 2005, by and between EM Columbus, LLC and The Huntington National Bank. (26)
10.66	Unconditional Guaranty of Payment and Performance, dated July 15, 2005, by Glimcher Properties Limited Partnership to The Huntington National Bank. (26)
10.67	Promissory Note, dated May 17, 2000, from Polaris Center, LLC to First Union National Bank, in the amount of $43,000,000, relating to the Polaris Towne Center existing debt. (13)
10.68	Open-End Mortgage and Security Agreement, dated May 17, 2000, between Polaris Center, LLC and First Union National Bank, relating to Polaris Towne Center. (13)
10.69	Amended and Restated Promissory Note A, between UBS Warburg Real Estate Investments Inc. and PFP Columbus, LLC, dated May 22, 2003, for $135,000,000, relating to the Polaris Fashion Place existing debt. (13)
10.70	Amended and Restated Promissory Note B, between UBS Warburg Real Estate Investments Inc. and PFP Columbus, LLC, dated May 22, 2003, for $24,837,623 relating to the Polaris Fashion Place existing debt. (13)
10.71	Mortgage Assignment of Leases and Rents and Security Agreement, dated April 1, 2003, from PFP Columbus, LLC to UBS Warburg Real Estate Investments Inc. relating to Polaris Fashion Place. (13)

48

10.72	Promissory Note, dated January 5, 2004, issued by Glimcher Properties Limited Partnership to Bank One, NA in the amount of $36,500,000, relating to Polaris Fashion Place. (13)
10.73	Guaranty of Payment by Polaris Mall, LLC to Bank One, NA, dated January 5, 2004, relating to Polaris Fashion Place. (13)
10.74	Pledge and Security Agreement of Membership Interest (51.01%), dated January 5, 2004, by Glimcher Properties Limited Partnership to Bank One, NA, relating to Promissory Note for Polaris Fashion Place. (13)
10.75	Pledge and Security Agreement of Membership Interest (48.99%) dated January 5, 2004, by Glimcher Properties Limited Partnership to Bank One, NA, relating to Promissory Note for Polaris Fashion Place. (13)
10.76	Negative Pledge Agreement dated January 5, 2004, by Glimcher Properties Limited Partnership to Bank One, NA, relating to Promissory Note for Polaris Fashion Place. (13)
10.77	Loan Agreement, dated as of January 5, 2004, between Glimcher Properties Limited Partnership and Bank One, NA, relating to Polaris Fashion Place. (13)
10.78	Loan Agreement, dated as of April 1, 2003, between PFP Columbus, LLC, as borrower, and UBS Warburg Real Estate Investments Inc., as lender. (13)
10.79	Loan Agreement dated as of June 9, 2004 between N.J. METROMALL Urban Renewal, Inc., JG Elizabeth, LLC and Morgan Stanley Mortgage Capital Inc. relating to Jersey Gardens Mall in Elizabeth, New Jersey. (22)
10.80	Promissory Note A1, dated June 9, 2004, between N.J. METROMALL Urban Renewal, Inc., JG Elizabeth, LLC and Morgan Stanley Mortgage Capital Inc. in the amount of $85,000,000, relating to Jersey Gardens Mall in Elizabeth, New Jersey. (22)
10.81	Promissory Note A2, dated June 9, 2004, between N.J. METROMALL Urban Renewal, Inc., JG Elizabeth, LLC and Morgan Stanley Mortgage Capital Inc. in the amount of $80,000,000, relating to Jersey Gardens Mall in Elizabeth, New Jersey. (22)
10.82	Fee and Leasehold Mortgage, Assignment of Leases and Rents and Security Agreement dated June 9, 2004 between N.J. METROMALL Urban Renewal Inc, JG Elizabeth, LLC and Morgan Stanley Mortgage Capital, Inc. relating to Jersey Gardens Mall in Elizabeth, New Jersey. (22)
10.83	Guaranty dated June 9, 2004, by Glimcher Properties Limited Partnership to Morgan Stanley Mortgage Capital Inc., relating to Jersey Gardens Mall in Elizabeth, New Jersey. (22)
10.84	Amended and Restated Promissory Note, dated June 9, 2004, between GM Olathe, LLC and Morgan Stanley Mortgage Capital Inc. in the amount of $30,000,000, relating to The Great Mall in Olathe, Kansas. (22)
10.85	Loan Agreement dated June 9, 2004, between GM Olathe, LLC and Morgan Stanley Mortgage Capital Inc. relating to The Great Mall in Olathe, Kansas. (22)
10.86	Amended and Restated Fee and Leasehold Mortgage, Assignment of Leases and Rents and Security Agreement, dated June 9, 2004, between GM Olathe, LLC and Morgan Stanley Mortgage Capital Inc. in the amount of $30,000,000, relating to The Great Mall in Olathe, Kansas. (22)
10.87	Guaranty of Payment, dated June 9, 2004, by Glimcher Properties Limited Partnership to Morgan Stanley Mortgage Capital Inc., relating to The Great Mall in Olathe, Kansas. (22)
10.88	Guaranty of Recourse Obligations, dated June 9, 2004, by Glimcher Properties Limited Partnership to Morgan Stanley Mortgage Capital Inc., relating to The Great Mall in Olathe, Kansas. (22)
10.89	Bond Pledge Agreement dated June 9, 2004 between GM Olathe, LLC, Morgan Stanley Mortgage Capital Inc., and acknowledged and agreed to by the Huntington National Bank. (22)
10.90	Loan Agreement, dated January 13, 2006, between GM Olathe, LLC, Glimcher Properties Limited Partnership (as co-borrowers) and LLC and KeyBank National Association, relating to The Great Mall of the Great Plains in Olathe, Kansas.
10.91	Promissory Note, dated January 13, 2006, issued by GM Olathe, LLC and Glimcher Properties Limited Partnership (as co-borrowers) to the order of KeyBank National Association in the principal amount of $30,000,000, relating to The Great Mall of the Great Plains in Olathe, Kansas.
10.92	Amended and Restated Mortgage, Assignment of Rents, Security Agreement and Fixture Filing, dated January 13, 2006, between Glimcher Properties Limited Partnership and GM Olathe in the amount of $30,000,000, relating to The Great Mall of the Great Plains in Olathe, Kansas.

49

10.93	Open End Mortgage, Assignment of Rents, Security Agreement, and Fixture Filing, dated as of August 30, 2004, between Glimcher River Valley Mall, LLC and KeyBank National Association, relating to the River Valley Mall in Lancaster, Ohio. (12)
10.94	Joinder to Guaranty, dated August 30, 2004, by Glimcher River Valley Mall, LLC, Glimcher Properties Limited Partnership and Glimcher Development Corporation. (12)
10.95	Promissory Note, dated as of December 15, 2005, issued by RVM Glimcher, LLC to the order of Lehman Brothers Bank, FSB in the principal amount of $50,000,000, relating to River Valley Mall in Lancaster, Ohio.
10.96	Loan Agreement, dated as of December 15, 2005, between RVM Glimcher, LLC and Lehman Brothers Bank, FSB, relating to River Valley Mall in Lancaster, Ohio.
10.97	Open-End Mortgage and Security Agreement, dated December 15, 2005, between RVM Glimcher, LLC and Lehman Brothers Bank, FSB, relating to River Valley Mall in Lancaster, Ohio.
10.98	Assignment of Leases and Rents, dated as of December 15, 2005, between RVM Glimcher, LLC and Lehman Brothers Bank, FSB, relating to River Valley Mall in Lancaster, Ohio.
10.99	Guaranty of Recourse Obligations, dated as of December 15, 2005, by Glimcher Properties Limited Partnership to and for the benefit of Lehman Brothers Bank, FSB, relating to River Valley Mall in Lancaster, Ohio.
10.100	Agreement of Purchase and Sale, between Coyote Tulsa Mall, L.L.C. and Glimcher Properties Limited Partnership (relating to acquisition of Tulsa Promenade).
10.101	Employment & Consulting Agreement, dated January 20, 2005, between Herbert Glimcher, Glimcher Realty Trust and Glimcher Properties Limited Partnership. (14)
10.102	Form Option Award Agreement for the Glimcher Realty Trust 2004 Incentive Compensation Plan (Non-Qualified Stock Options). (28)
10.103	Form Option Award Agreement for the Glimcher Realty Trust 2004 Incentive Compensation Plan (Incentive Stock Options). (28)
10.104	Form Restricted Stock Award Agreement for Glimcher Realty Trust’s 2004 Incentive Compensation Plan. (23)
10.105	First Amendment to term loan agreement between KeyBank National Association and Montgomery Mall Associates Limited Partnership and Glimcher Properties Limited Partnership dated January 13, 2006.
21.1	Subsidiaries of the Registrant
23.1	Consent of Independent Registered Public Accounting Firm
31.1	Certification of the Company’s CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of the Company’s CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of the Company’s CEO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of the Company’s CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(1) Incorporated by reference to Glimcher Realty Trust’s Registration Statement No. 33-69740.

(2) Incorporated by reference to Glimcher Realty Trust’s Annual Report on Form 10-K for the fiscal year ended December 31, 1994, filed with the Securities and Exchange Commission on March 21, 1995.

(3) Incorporated by reference to Glimcher Realty Trust’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997, filed with the Securities and Exchange Commission on March 31, 1998.

(4) Incorporated by reference to Glimcher Realty Trust’s Annual Report on Form 10-K for the fiscal year ended December 31, 1998, filed with the Securities and Exchange Commission on March 30, 1999.

(5) Incorporated by reference to Glimcher Realty Trust’s Form 8-K, filed with the Securities and Exchange Commission on July 11, 2005.

(6) Incorporated by reference to Glimcher Realty Trust’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001, filed with the Securities and Exchange Commission on March 16, 2002.

(7) Incorporated by reference to Glimcher Realty Trust’s Form 8-K, filed with the Securities and Exchange Commission on December 31, 1997.

(8) Incorporated by reference to Glimcher Realty Trust’s Form 8-K, filed with the Securities and Exchange Commission on August 29, 2003.

(9) Incorporated by reference to Glimcher Realty Trust’s Form 8-K, filed with the Securities and Exchange Commission on September 8, 2003.

(10) Incorporated by reference to Glimcher Realty Trust’s Form 8-K, with the Securities and Exchange Commission on February 25, 2004.

50

(11) Incorporated by reference to Glimcher Realty Trust’s Form 8-K, filed with the Securities and Exchange Commission on August 31, 2004.

(12) Incorporated by reference to Glimcher Realty Trust’s Form 8-K, filed with the Securities and Exchange Commission on September 2, 2004.

(13) Incorporated by reference to Glimcher Realty Trust’s Form 8-K, filed with the Securities and Exchange Commission on January 20, 2004.

(14) Incorporated by reference to Glimcher Realty Trust’s Form 8-K, filed with the Securities and Exchange Commission on January 24, 2005.

(15) Incorporated by reference to Glimcher Realty Trust’s Form 8-A, filed with the Securities and Exchange Commission on August 22, 2003.

(16) Incorporated by reference to Glimcher Realty Trust’s Form 8-A, filed with the Securities and Exchange Commission on February 20, 2004.

(17) Incorporated by reference to Appendix B of Glimcher Realty Trust’s Schedule 14A Proxy Statement, filed with the Securities and Exchange Commission on March 29, 2004.

(18) Incorporated by reference to Glimcher Realty Trust’s Quarterly Report on Form 10-Q for the period ended March 31, 1999, filed with the Securities and Exchange Commission on May 14, 1999.

(19) Incorporated by reference to Glimcher Realty Trust’s Quarterly Report on Form 10-Q for the period ended June 30, 1999, filed with the Securities and Exchange Commission on August 12, 1999.

(20) Incorporated by reference to Glimcher Realty Trust’s Quarterly Report on Form 10-Q for the period ended June 30, 2002, filed with the Securities and Exchange Commission on August 13, 2002.

(21) Incorporated by reference to Glimcher Realty Trust’s Quarterly Report on Form 10-Q for the period ended June 30, 2003, filed with the Securities and Exchange Commission on August 12, 2003.

(22) Incorporated by reference to Glimcher Realty Trust’s Annual Report on Form 10-Q for the period ended June 30, 2004, filed with the Securities and Exchange Commission on August 13, 2004.

(23) Incorporated by reference to Glimcher Realty Trust’s Quarterly Report on Form 10-Q for the period ended March 31, 2005, filed with the Securities and Exchange Commission on April 29, 2005.

(24) Incorporated by reference to Glimcher Realty Trust’s Form 8-K, filed with the Securities and Exchange Commission on May 17, 2005.

(25) Incorporated by reference to Glimcher Realty Trust’s Form 8-K, filed with the Securities and Exchange Commission on August 18, 2005.

(26) Incorporated by reference to Glimcher Realty Trust’s Quarterly Report on Form 10-Q for the period ended June 30, 2005, filed with the Securities and Exchange Commission on August 2, 2005.

(27) Incorporated by reference to Glimcher Realty Trust’s Form 8-K, filed with the Securities and Exchange Commission on August 23, 2005.

(28) Incorporated by reference to Glimcher Realty Trust’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, filed with the Securities and Exchange Commission on March 11, 2005.

51

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

GLIMCHER REALTY TRUST

/s/ Mark E. Yale

Mark E. Yale

Senior Vice President, Chief Financial Officer and Treasurer

(Principal Accounting and Financial Officer)

February 22, 2006

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been executed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ Michael P. Glimcher	President, Chief Executive Officer	February 22, 2006
Michael P. Glimcher	and Trustee (Principal Executive Officer)
/s/ Mark E. Yale	Senior Vice President, Chief Financial	February 22, 2006
Mark E. Yale	Officer and Treasurer (Principal Accounting and Financial Officer)
/s/ Herbert Glimcher	Chairman of the Board and Trustee	February 22, 2006
Herbert Glimcher
/s/ Philip G. Barach	Member, Board of Trustees	February 22, 2006
Philip G. Barach
/s/ Wayne S. Doran	Member, Board of Trustees	February 22, 2006
Wayne S. Doran
/s/ Howard Gross	Member, Board of Trustees	February 22, 2006
Howard Gross
/s/ Niles C. Overly	Member, Board of Trustees	February 22, 2006
Niles C. Overly
/s/ Alan R. Weiler	Member, Board of Trustees	February 22, 2006
Alan R. Weiler
/s/ William S. Williams	Member, Board of Trustees	February 22, 2006
William S. Williams

52

Report of the Independent Registered Public Accounting Firm

To the Board of Trustees and Shareholders

Glimcher Realty Trust

Columbus, Ohio

We have audited the accompanying consolidated balance sheets of Glimcher Realty Trust as of December 31, 2005 and 2004 and the related consolidated statements of income and comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2005. We have also audited the schedule listed in Item 15(a) 2. These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and schedule are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and schedule, assessing the accounting principles used and the significant estimates made by management, as well as evaluating the overall presentation of the financial statements and schedule. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Glimcher Realty Trust at December 31, 2005 and 2004, and the results of its operations and cash flows for each of the three years in the period ended December 31, 2005, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 2 to the consolidated financial statements, the Company, on January 1, 2003, adopted the provisions of Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation” as amended by the Financial Accounting Standards No. 148, “Accounting for Stock-Based Compensation- Transition and Disclosure”.

Also, in our opinion, the schedule presents fairly, in all material respects, the information set forth therein.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Glimcher Realty Trust’s internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated February 22, 2006 expressed an unqualified opinion on management’s assessment of, and the effective operation of, internal control over financial reporting.

Chicago, Illinois February 22, 2006  /s/ BDO Seidman, LLP

53

GLIMCHER REALTY TRUST

CONSOLIDATED BALANCE SHEETS

(dollars in thousands, except share, par value and unit amounts)

ASSETS

	December 31,
	2005		2004
Investment in real estate:
Land	$	291,998	$	304,175
Buildings, improvements and equipment		1,869,381		1,925,283
Developments in progress		50,235		21,182
		2,211,614		2,250,640
Less accumulated depreciation		470,397		435,821
Property and equipment, net		1,741,217		1,814,819
Deferred costs, net		19,416		18,889
Real estate assets held for sale		72,178		1,590
Investment in and advances to unconsolidated real estate entities		44,248		-
Investment in real estate, net		1,877,059		1,835,298
Cash and cash equivalents		7,821		8,446
Restricted cash		16,229		16,330
Tenant accounts receivable, net		52,783		51,873
Deferred expenses, net		8,676		9,449
Prepaid and other assets		32,744		25,628
Total assets	$	1,995,312	$	1,947,024

LIABILITIES AND SHAREHOLDERS’ EQUITY

Mortgage notes payable	$	1,299,193		$	1,328,604
Mortgage notes payable associated with properties held for sale		52,288			-
Notes payable		150,000			74,000
Accounts payable and accrued expenses		67,638			53,892
Distributions payable		23,410			23,186
Total liabilities		1,592,529			1,479,682
Minority interest in operating partnership		15,729			23,520
Shareholders’ equity:
Series F Cumulative Preferred Shares of Beneficial Interest, $0.01 par value, 2,400,000 shares issued and outstanding		60,000			60,000
Series G Cumulative Preferred Shares of Beneficial Interest, $0.01 par value, 6,000,000 shares issued and outstanding		150,000			150,000
Common Shares of Beneficial Interest, $0.01 par value, 36,506,448 and 35,682,858 shares issued and outstanding as of December 31, 2005 and December 31, 2004, respectively		365			357
Additional paid-in capital		544,708			534,286
Unvested restricted shares		(1,069	)		-
Distributions in excess of accumulated earnings		(366,924	)		(300,786	)
Accumulated other comprehensive loss		(26	)		(35	)
Total shareholder’s equity		387,054			443,822
Total liabilities and shareholder’s equity	$	1,995,312		$	1,947,024

The accompanying notes are an integral part of these consolidated financial statements

54

GLIMCHER REALTY TRUST

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(dollars in thousands, except per share and unit amounts)

	For the Years Ended December 31,
	2005			2004		2003
Revenues:
Minimum rents	$	207,593		$	200,565	$	167,974
Percentage rents		6,616			5,970		6,623
Tenant reimbursements		95,530			94,144		85,272
Other		25,120			26,303		25,727
Total revenues		334,859			326,982		285,596
Expenses:
Property operating expenses		71,920			72,676		68,518
Real estate taxes		37,836			35,738		31,157
		109,756			108,414		99,675
Provision for doubtful accounts		4,848			5,391		7,000
Other operating expenses		9,642			8,501		8,455
Depreciation and amortization		75,441			72,759		61,070
General and administrative		18,423			14,297		9,908
Total expenses		218,110			209,362		186,108
Operating income		116,749			117,620		99,488
Interest income		327			217		196
Interest expense		84,772			89,279		78,384
Equity in income of unconsolidated entities, net		51			3		2,456
Income before minority interest in operating partnership and discontinued operations		32,355			28,561		23,756
Minority interest in operating partnership		252			2,906		1,703
Income from continuing operations		32,103			25,655		22,053
Discontinued operations:
Impairment losses		(16,393	)		-		(2,460	)
Gain on sales of properties, net		1,619			19,646		703
Income from operations		3,521			6,454		12,665
Net income		20,850			51,755		32,961
Less: Preferred stock dividends		17,437			17,517		13,688
Less: Issuance costs related to preferred stock redemption		-			4,878		-
Net income available to common shareholders	$	3,413		$	29,360	$	19,273
Earnings Per Common Share (“EPS”):
Basic:
Continuing operations	$	0.38		$	0.16	$	0.27
Discontinued operations	$	(0.29	)	$	0.67	$	0.29
Net income	$	0.09		$	0.83	$	0.56
Diluted:
Continuing operations	$	0.37		$	0.16	$	0.26
Discontinued operations	$	(0.28	)	$	0.66	$	0.29
Net income	$	0.09		$	0.82	$	0.55
Weighted average common shares outstanding		36,036			35,456		34,704
Weighted average common shares and common share equivalent outstanding		39,856			39,496		38,221
Cash distributions declared per common share of beneficial interest	$	1.9232		$	1.9232	$	1.9232
Net income	$	20,850		$	51,755	$	32,961
Other comprehensive income on derivative instruments, net		9			1,192		4,935
Comprehensive income	$	20,859		$	52,947	$	37,896

The accompanying notes are an integral part of these consolidated financial statements

55

GLIMCHER REALTY TRUST

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

For the Years Ended December 31, 2005, 2004 and 2003

(dollars in thousands, except share, par value and unit amounts)

	Series B Convertible Preferred			Series F Cumulative Preferred		Series G Cumulative Preferred		Unearned Compensation Restricted			Common Shares of Beneficial Interest				Additional Paid-in			Distributions In Excess of Accumulated			Accumulated Other Comprehensive Income/
	Shares			Shares		Shares		Stock			Shares		Amount		Capital			Earnings			(Loss)			Total
Balance, December 31, 2002	$	127,950										34,314,646	$	343	$	509,347		$	(214,120	)	$	(6,162	)	$	417,358
Distributions declared, $1.9232 per share																			(66,919	)					(66,919	)
Distribution Reinvestment and Share Purchase Plan												27,709				560									560
Exercise of stock options												413,532		4		6,833									6,837
OP unit conversion												310,225		3		6,701									6,704
Issuance of shares from public offering				$	60,000											(2,451	)								57,549
Preferred stock dividends declared, Series B and F																			(13,688	)					(13,688	)
Net income																			32,961						32,961
Other comprehensive income on derivative instruments																						4,935			4,935
Stock offering expense																62									62
Transfer from minority interest in partnership																(4,420	)								(4,420	)
Balance, December 31, 2003		127,950			60,000							35,066,112		350		516,632			(261,766	)		(1,227	)		441,939
Distributions declared, $1.9232 per share																			(68,380	)					(68,380	)
Distribution Reinvestment and Share Purchase Plan												23,658		1		569									570
Exercise of stock options												503,882		5		8,752									8,757
OP unit conversion												89,206		1		2,365									2,366
Issuance of Series G cumulative redeemable
preferred shares of beneficial interest						$	150,000									(5,198	)								144,802
Redemption of Series B cumulative redeemable
preferred shares of beneficial interest		(127,950	)													4,878			(4,878	)					(127,950	)
Preferred stock dividends declared, Series B, F and G																			(17,517	)					(17,517	)
Net income																			51,755						51,755
Other comprehensive income on derivative instruments																						1,192			1,192
Stock offering expense																237									237
Transfer from minority interest in partnership																6,051									6,051
Balance, December 31, 2004		-			60,000		150,000					35,682,858		357		534,286			(300,786	)		(35	)		443,822
Distributions declared, $1.9232 per share																			(69,551	)					(69,551	)
Distribution Reinvestment and Share Purchase Plan												21,954		-		560									560
Exercise of stock options												386,384		4		6,531									6,535
OP unit conversion												358,586		3		9,656									9,659
Restricted stock grant								$	(1,383	)		56,666		1		1,382									-
Amortization of stock incentive program									314																314
Preferred stock dividends declared, Series F and G																			(17,437	)					(17,437	)
Net income																			20,850						20,850
Other comprehensive income on derivative instruments																						9			9
Stock offering expense																297									297
Transfer to minority interest in partnership																(8,004	)								(8,004	)
Balance, December 31, 2005	$	-		$	60,000	$	150,000	$	(1,069	)		36,506,448	$	365	$	544,708		$	(366,924	)	$	(26	)	$	387,054

The accompanying notes are an integral part of these consolidated financial statements

56

GLIMCHER REALTY TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)

	For the Years Ended December 31,
	2005			2004			2003
Cash flows from operating activities:
Net income	$	20,850		$	51,755		$	32,961
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for doubtful accounts		5,097			6,241			9,002
Depreciation and amortization		77,815			79,185			66,988
Loan fee amortization		2,662			4,383			3,978
Equity in income of unconsolidated entities		(51	)		(3	)		(2,456	)
Capitalized development costs charged to expense		257			125			1,051
Minority interest in operating partnership		252			2,906			1,703
Return of minority interest share of earnings		(252	)		(2,906	)		(1,703	)
Gain on sales of properties from discontinued operations		(1,619	)		(19,646	)		(703	)
Impairment losses		16,393			-			2,460
Gain on sales of outparcels		(517	)		(813	)		(1,122	)
Net changes in operating assets and liabilities:
Tenant accounts receivable, net		(5,722	)		(2,498	)		(153	)
Prepaid and other assets		(7,182	)		(4,423	)		(2,562	)
Accounts payable and accrued expenses		362			(12,001	)		(10,550	)
Net cash provided by operating activities		108,345			102,305			98,894
Cash flows from investing activities:
Acquisitions and additions to investment in real estate		(95,880	)		(72,726	)		(218,875	)
(Investment in) proceeds from unconsolidated entities		(44,248	)		-			4,382
Proceeds from sales of properties		23,624			106,834			23,975
Proceeds from sales of outparcels		2,975			2,713			2,495
Withdrawals from (payments to) restricted cash		101			5,326			(1,256	)
Additions to deferred expenses		(9,034	)		(5,910	)		(10,950	)
Net cash (used in) provided by investing activities		(122,462	)		36,237			(200,229	)
Cash flows from financing activities:
Proceeds from (payments to) revolving line of credit, net		76,000			(6,800	)		(59,000	)
Proceeds from issuance of mortgages and notes payable		111,669			231,500			383,000
Principal payments on mortgages and notes payable		(88,364	)		(303,400	)		(205,309	)
Loss on early extinguishment of debt		-			557			825
Proceeds from issuance of Preferred Stock - Series F, net of underwriting and other offering costs of $2,451		-			-			57,549
Proceeds from issuance of Preferred Stock - Series G, net of underwriting and other offering costs of $5,198		-			144,802			-
Redemption Preferred Shares, Series B		-			(127,950	)		-
Exercise of stock options and other		7,095			9,327			7,397
Cash distributions		(92,908	)		(89,172	)		(83,396	)
Net cash provided by (used in) financing activities		13,492			(141,136	)		101,066
Net change in cash and cash equivalents		(625	)		(2,594	)		(269	)
Cash and cash equivalents, at beginning of period		8,446			11,040			11,309
Cash and cash equivalents, at end of period	$	7,821		$	8,446		$	11,040

The accompanying notes are an integral part of these consolidated financial statements.

57

GLIMCHER REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except share and unit amounts)

1. Organization and Basis of Presentation

Organization

Glimcher Realty Trust is a fully-integrated, self-administered and self-managed, Maryland real estate investment trust (“REIT”), which owns, leases, manages and develops a portfolio of retail properties (the “Property” or “Properties”) consisting of enclosed regional and super regional malls (“Malls”) and community shopping centers, including single tenant retail properties (“Community Centers”). At December 31, 2005, the Company owned and operated a total of 36 Properties consisting of 25 Malls (24 wholly-owned and 1 partially owned through a joint venture) and 11 Community Centers. The “Company” refers to Glimcher Realty Trust, Glimcher Properties Limited Partnership, a Delaware limited partnership, as well as entities in which the Company has an interest.

Basis of Presentation

The consolidated financial statements include the accounts of Glimcher Realty Trust (“GRT”), Glimcher Properties Limited Partnership (the “Operating Partnership,” “OP” or “GPLP”) and Glimcher Development Corporation (“GDC”). As of December 31, 2005, GRT was a limited partner in GPLP with a 91.6% ownership interest and GRT’s wholly owned subsidiary, Glimcher Properties Corporation (“GPC”), was GPLP’s sole general partner. GDC, a wholly-owned subsidiary of GPLP, provides development, construction, leasing and legal services to the Company’s affiliates and is a taxable REIT subsidiary. The equity method of accounting is applied to entities in which the Company does not have controlling direct or indirect voting interest, but can exercise influence over the entity with respect to its operations and major decisions. These entities are reflected on the Company’s consolidated financial statements as “Investments in unconsolidated real estate entities.” All significant intercompany accounts and transactions have been eliminated in the consolidated financial statements.

2. Summary of Significant Accounting Policies

Revenue Recognition

Minimum rents are recognized on an accrual basis over the terms of the related leases on a straight-line basis. Percentage rents, which are based on tenants’ sales, are recognized once the sales reported by such tenants exceed any applicable breakpoints as specified in the tenants’ leases. Recoveries from tenants for real estate taxes, insurance and other shopping center operating expenses are recognized as revenues in the period that the applicable costs are incurred. The Company recognizes differences between estimated recoveries and the final billed amounts in the subsequent year. Other revenues primarily consist of fee income which relates to property management services and is recognized in the period in which the service is performed, temporary tenant revenues which are recognized as earned and the proceeds from sales of development land which are generally recognized at the closing date.

Tenant Accounts Receivable

The allowance for doubtful accounts reflects the Company’s estimate of the amounts of the recorded accounts receivable at the balance sheet date that will not be recovered from cash receipts in subsequent periods. The Company’s policy is to record a periodic provision for doubtful accounts based on total revenues. The Company also periodically reviews specific tenant balances and determines whether an additional allowance is necessary. In recording such a provision, the Company considers a tenant’s creditworthiness, ability to pay, probability of collections and consideration of the retail sector in which the tenant operates. The allowance for doubtful accounts is reviewed periodically based upon the Company’s historical experience.

58

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

(dollars in thousands, except share and unit amounts)

Investment in Real Estate - Carrying Value of Assets

The Company maintains a diverse portfolio of real estate assets. The portfolio holdings have increased as a result of both acquisitions and the development of new Properties and have been reduced by selected sales of assets. The amounts to be capitalized as a result of acquisitions and developments and the periods over which the assets are depreciated or amortized are determined based on the application of accounting standards that may require estimates as to fair value and the allocation of various costs to the individual assets. The Company allocates the cost of the acquisition based upon the estimated fair value of the net assets acquired. The Company also estimates the fair value of intangibles related to its acquisitions. The valuation of the fair value of the intangibles involves estimates related to market conditions, probability of lease renewals and the current market value of in-place leases. This market value is determined by considering factors such as the tenant’s industry, location within the Property and competition in the specific market in which the Property operates. Differences in the amount attributed to the intangible assets can be significant based upon the assumptions made in calculating these estimates.

Depreciation and Amortization

Depreciation expense is computed using a straight-line method and estimated useful lives for buildings and improvements using a weighted average composite life of forty years and equipment and fixtures of five to ten years. Expenditures for leasehold improvements and construction allowances paid to tenants are capitalized and amortized over the term of each lease. Cash allowances paid for improvements to real estate owned by retailers are capitalized as contract intangibles and amortized over the life of the operating agreements. Cash allowances paid to retailers that are used for purposes other than improvements to the real estate are amortized as a reduction to minimum rents over the initial lease term. Maintenance and repairs are charged to expense as incurred.

Investment in Real Estate - Impairment evaluation

Management evaluates the recoverability of its investment in real estate assets in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” This statement requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that recoverability of the asset is not assured.

The Company evaluates the recoverability of its investments in real estate assets to be held and used each quarter and records an impairment charge when there is an indicator of impairment and the undiscounted projected future cash flows are less than the carrying amount for a particular Property. The estimated cash flows used for the impairment analysis and the determination of estimated fair value are based on the Company’s plans for the respective assets and the Company’s views of market and economic conditions. The estimates consider matters such as current and historical rental rates, occupancies for the respective Properties and comparable properties and recent sales data for comparable properties. Changes in estimated future cash flows due to changes in the Company’s plans or views of market and economic conditions could result in recognition of impairment losses, which, under the applicable accounting guidance, could be substantial.

Sale of Real Estate Assets

The Company recognizes property sales in accordance with SFAS No. 66, “Accounting for Sales of Real Estate.” The Company generally records the sales of operating properties and outparcels using the full accrual method at closing when the earnings process is deemed to be complete. Sales not qualifying for full recognition at the time of sale are accounted for under other appropriate deferral methods.

59

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

(dollars in thousands, except share and unit amounts)

Investment in Real Estate - Held for Sale

The Company evaluates the held for sale classification of its real estate each quarter. Assets that are classified as held for sale are recorded at the lower of their carrying amount or fair value less cost to sell. Assets are generally classified as held for sale once management commits to a plan to sell the properties and has initiated an active program to market them for sale. The results of operations of these real estate properties are reflected as discontinued operations in all periods reported.

On occasion, the Company will receive unsolicited offers from third parties to buy individual Company properties. Under these circumstances, the Company will classify the properties as held for sale when a sales contract is executed with no contingencies and the prospective buyer has funds at risk to ensure performance.

Accounting for Acquisitions

The fair value of the real estate acquired is allocated to acquired tangible assets, consisting of land, building and tenant improvements, and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases for acquired in-place leases and the value of tenant relationships, based in each case on their fair values. Purchase accounting was applied to assets and liabilities related to real estate entities acquired based upon the percentage of interest acquired.

The fair value of the tangible assets of an acquired property (which includes land, building and tenant improvements) is determined by valuing the property as if it were vacant, based on management’s determination of the relative fair values of these assets. Management determines the as-if-vacant fair value of a property using methods to determine the replacement cost of the tangible assets.

In determining the fair value of the identified intangible assets and liabilities of an acquired property, above-market and below-market in-place lease values are recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining non-cancelable term of the lease. The capitalized above-market lease values and the capitalized below-market lease values are amortized as an adjustment to rental income over the initial lease term.

The aggregate value of in-place leases is determined by evaluating various factors, including an estimate of carrying costs during the expected lease-up periods, current market conditions and similar leases. In estimating carrying costs, management includes real estate taxes, insurance and other operating expenses and estimates of lost rental revenue during the expected lease-up periods based on current market demand. Management also estimates costs to execute similar leases including leasing commissions, legal and other related costs. The value assigned to this intangible asset is amortized over the remaining lease term plus an assumed renewal period.

The aggregate value of other acquired intangible assets include tenant relationships. Factors considered by management in assigning a value to these relationships include: assumptions of probability of lease renewals, investment in tenant improvements, leasing commissions and an approximate time lapse in rental income while a new tenant is located. The value assigned to this intangible asset is amortized over the average life of the relationship.

Deferred Costs

The Company capitalizes initial direct costs in accordance with SFAS No. 91, “Accounting for Nonrefundable Fees and Costs Associated with Originating or Acquiring Loans and Initial Direct Costs of Leases,” and amortizes these costs over the initial lease term. The costs are capitalized upon the execution of the lease and the amortization period begins the earlier of the store opening date or the date the tenant’s lease obligation begins.

60

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

(dollars in thousands, except share and unit amounts)

Stock-Based Compensation

Effective January 1, 2003, the Company adopted the fair value recognition provisions of SFAS No. 123, “Accounting for Stock-Based Compensation,” and as amended by SFAS No. 148, “Accounting for Stock-Based Compensation - Transition and Disclosure,” prospectively to all awards granted, modified or settled on or after January 1, 2003. Accordingly, the Company recognized as compensation expense the fair value of all awards granted after January 1, 2003. Prior to January 1, 2003, the Company applied Accounting Principles Board Opinion No. 25 (“APB 25”) and related interpretations in accounting for its plans. Under the provisions of APB 25, the Company was not required to recognize compensation expense related to options because the options were granted at a price equal to the market price on the day of grant. Had compensation cost for the plans been determined based on the fair value at the grant dates for grants under these plans consistent with SFAS No. 123, the Company’s net income available to common shareholders would have decreased $4, $39 and $58 for the twelve months ended December 31, 2005, 2004 and 2003, respectively. Earnings per share basic would have remained unchanged as a result of this stock compensation expense for 2005 and 2004. In 2003, earnings per share basic would have changed from $0.56 to $0.55. Earnings per share diluted would have remained unchanged as a result of this stock compensation expense for 2005, 2004 and 2003.

Cash and Cash Equivalents

For purposes of the statements of cash flows, all highly liquid investments purchased with original maturities of three months or less are considered to be cash equivalents. At December 31, 2005 and 2004, cash and cash equivalents primarily consisted of overnight purchases of debt securities. The carrying amounts approximate fair value.

Restricted Cash

Restricted cash consists primarily of cash held for real estate taxes, insurance and property reserves for maintenance and expansion or leasehold improvements as required by certain of the loan agreements.

Deferred Expenses

Deferred expenses consist principally of financing fees. These costs are amortized over the terms of the respective agreements. Deferred expenses in the accompanying consolidated balance sheets are shown net of accumulated amortization of $8,676 and $9,449 as of December 31, 2005 and 2004, respectively. During 2004 and 2003, the Company expensed $1,765 and $826, respectively, of unamortized financing fees in connection with the early retirement of debt. Such amounts have been reported as interest expense in the accompanying financial statements.

Derivative Instruments and Hedging Activities

The Company recognizes all derivative financial instruments in the consolidated financial statements at fair value regardless of the purpose or intent for holding the instrument. Changes in the fair value of derivative financial instruments that qualify for hedge accounting are recorded in stockholders’ equity as a component of comprehensive income or as an adjustment to the carrying value of the hedged item. Changes in fair values of derivatives not qualifying for hedge accounting are reported in earnings.

For derivative instruments that are designated and qualify as a cash flow hedge (i.e., hedging the exposure to variability in expected future cash flows that is attributable to a particular risk), the effective portion of the gain or loss on the derivative instrument is reported as a component of accumulated other comprehensive income and reclassified into interest income or interest expense in the same period or periods during which the hedged item affects interest income or interest expense. The remaining gain or loss of the derivative instruments in excess of the cumulative change in the present value of future cash flows of the hedged item, if any, is ineffective and is recognized in other income/other expense during the period of change. Upon termination of a derivative instrument prior to maturity, the aforementioned adjustment to accumulated other comprehensive income is amortized/accreted into interest income or interest expense over the remaining term of the hedge relationship using the effective interest method. Should the hedged item be sold, mature or extinguished prior to the end of the hedge relationship or a forecasted transaction is probable of not occurring, the aforementioned amounts in accumulated other comprehensive income are reclassified to interest income or interest expense and the derivative instrument’s change in fair value from that point forward will be recorded in other income or other expense.

61

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

(dollars in thousands, except share and unit amounts)

Interest Costs

	Year Ended December 31,
	2005		2004		2003
Interest expense	$	82,160	$	85,040	$	74,614
Amortization of loan fees		2,612		4,239		3,770
Total interest expense		84,772		89,279		78,384
Interest capitalized		2,328		597		698
Total interest costs	$	87,100	$	89,876	$	79,082

Investment in Unconsolidated Real Estate Entities

The Company accounts for its investments in unconsolidated real estate entities using the equity method of accounting whereby the cost of an investment is adjusted for the Company’s share of equity in net income or loss from the date of acquisition and reduced by distributions received. The income or loss of each investee is allocated in accordance with the provisions of the applicable operating agreements. The allocation provisions in these agreements may differ from the ownership interest held by each investor. Differences between the carrying amount of the Company’s investment in the respective investees and the Company’s share of the underlying equity of such unconsolidated entities are amortized over the respective lives of the underlying assets as applicable.

The Company periodically reviews its investment in unconsolidated real estate entities for other than temporary declines in market value. Any decline that is not expected to be recovered in the next twelve months is considered other than temporary and an impairment charge is recorded as a reduction in the carrying value of the investment. No impairment charges were recognized during the year ended December 31, 2005

Advertising Costs

The Company promotes its Properties on behalf of its tenants through various media. Advertising is expensed as incurred and the majority of the advertising expense is recovered from the tenants through lease obligations. Net advertising expense was $1,069, $1,118 and $2,106 for the years ended December 31, 2005, 2004 and 2003, respectively.

Income Taxes

GRT files as a REIT under Sections 856-860 of the Internal Revenue Code of 1986, as amended (the “Code”). In order to qualify as a REIT, GRT is required to distribute at least 90.0% of its ordinary taxable income to shareholders and to meet certain asset and income tests as well as certain other requirements. GRT will generally not be liable for federal income taxes, provided it satisfies the necessary distribution requirements and maintains its REIT status. Even as a qualified REIT, the Company is subject to certain state and local taxes on its income and property.

The Company’s subsidiary, GDC, has elected taxable REIT subsidiary status under Section 856(l) of the Code. GPLP wholly owns GDC. For federal income tax purposes, GDC is treated as a separate entity and taxed as a regular C-Corporation. In accordance with SFAS No. 109 “Accounting for Income Taxes,” deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss carryforwards of GDC. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.

62

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

(dollars in thousands, except share and unit amounts)

Minority Interests

Minority interests represent the aggregate partnership interest in the Operating Partnership held by the Operating Partnership limited partner unit holders (the “Unit Holders”). Income allocated to minority interest is based on the Unit Holders ownership percentage of the Operating Partnership. The ownership percentage is determined by dividing the numbers of Operating Partnership Units (“OP Units”) held by the Unit Holders by the total OP Units outstanding. The issuance of additional shares of beneficial interest (the Common “Shares” or “Share”) or OP Units changes the percentage ownership of both the Unit Holders and the Company. Since a unit is generally redeemable for cash or Shares at the option of the Company, it is deemed to be equivalent to a Share. Therefore, such transactions are treated as capital transactions and result in an allocation between shareholders’ equity and minority interest in the accompanying balance sheets to account for the change in the ownership of the underlying equity in the Operating Partnership.

Supplemental Disclosure of Non-Cash Financing and Investing Activities

As a result of the Company’s acquisitions of joint venture interests not previously owned, the Company had non-cash debt assumptions and issued OP Units. The debt assumed was $193,190 for the twelve months ending December 31, 2004. In January 2004, the Company issued 594,342 new OP Units with an approximate value of $13,564 in connection with the acquisition of the remaining joint venture interest in Polaris Fashion Place, an approximately 1.6 million square foot upscale regional Mall in Columbus, OH (“Polaris”). Non-cash transactions resulting from other accounts payable and accrued expenses for ongoing operations such as real estate improvements and other assets were $13,815 and $537 as of December 31, 2005 and December 31, 2004, respectively.

Share distributions of $17,552 and $17,157 and Operating Partnership distributions of $1,498 and $1,670 had been declared but not paid as of December 31, 2005 and December 31, 2004, respectively. 8.75% Series F Cumulative Preferred Shares of Beneficial Interest (“Series F Preferred Shares”) distributions of $1,313 had been declared but not paid as of December 31, 2005 and December 31, 2004. 8.125% Series G Cumulative Preferred Shares of Beneficial Interest (“Series G Preferred Shares”) distributions of $3,046 had been declared but not paid as of December 31, 2005 and December 31, 2004. Amounts paid for interest, exclusive of capitalized interest were $88,937, $89,864 and $76,520 in 2005, 2004 and 2003, respectively.

Comprehensive Income

SFAS No. 130, “Reporting Comprehensive Income,” establishes guidelines for the reporting and display of comprehensive income and its components in financial statements. Comprehensive income includes net income and all other non-owner charges in shareholder’s equity during a period including unrealized gains and losses from value adjustments on certain derivative instruments.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

63

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

(dollars in thousands, except share and unit amounts)

New Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 123(R), to expand and clarify SFAS No. 123 in several areas. The Statement requires companies to measure the cost of employee services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. The cost is recognized over the requisite service period (usually the vesting period) for the estimated number of instruments where service is expected to be rendered. This Statement is effective beginning in the first quarter of 2006 for all unvested awards. Since the Company previously adopted the provisions of expensing stock-based compensation using the fair value based method of accounting as permitted under SFAS No. 123, the Company does not expect its financial statements will be materially impacted by SFAS No. 123(R).

In December 2004, The FASB issued SFAS No. 153, “Exchanges of Nonmonetary Assets”. The issue addresses the accounting for nonmonetary exchanges as an area in which the U.S. standard could be improved by eliminating certain differences between the measurement guidance in Opinion 29 and that in International Accounting Standard (“IAS”) No. 16, “Property, Plant and Equipment”, and IAS No. 38, “Intangible Assets”. The provisions of this Statement are effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. The provisions of this Statement are applied prospectively. The Company does not expect its financial statements will be materially impacted by SFAS No. 153.

In September 2005, the Emerging Issues Task Force (“EITF”) issued Issue 04-05, “Investor’s Accounting for an Investment in a Limited Partnership When the Investor is the Sole General Partner and the Limited Partners Have Certain Rights”, (“EITF 04-05”). At issue is what rights held by the limited partner(s) preclude consolidation in circumstances in which the sole general partner would consolidate the limited partnership in accordance with U.S. generally accepted accounting principals. The assessment of limited partners’ rights and their impact on the presumption of control of the limited partnership by the sole general partner should be made when an investor becomes the sole general partner and should be reassessed if (i) there is a change to the terms or in the exercisability of the rights of the limited partners, (ii) the sole general partner increases or decreases its ownership of limited partnership interests, or (iii) there is an increase or decrease in the number of outstanding limited partnership interests. This issue is effective no later than for fiscal years beginning after December 15, 2005 and as of June 29, 2005 for new or modified arrangements. The impact of adopting EITF 04-05 is not expected to have a material impact on the Company’s financial position or results of operations.

Reclassifications

Certain reclassifications of prior period amounts, including the presentation of the statements of operations required by SFAS No. 144, have been made in the financial statements to conform to the 2005 presentation.

3. Real Estate Assets Held for Sale

SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” requires that long-lived assets that are to be disposed of by sale be measured at the lower of book value or fair value less costs to sell. In the third quarter of 2005, management committed to a plan to sell twelve Properties and initiated an active program to market them. Accordingly, these assets were classified as held for sale. During the fourth quarter of 2005, the Company sold four of these Properties. In addition to classifying these properties as held for sale, the financial results, including any impairment charges of these properties are reported as discontinued operations and the net book value of the assets are reflected as held for sale on the balance sheet. Impairment losses on Properties classified as held for sale totaled $16,393, $0 and $2,460 for the years ended December 31, 2005, 2004 and 2003, respectively. As of December 31, 2005, eight Properties remain classified as held for sale with a net book value of $72,178. One Property with a net book value of $1,590 was classified as held for sale at December 31, 2004.

64

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

(dollars in thousands, except share and unit amounts)

4.Tenant Accounts Receivable

The Company’s accounts receivable is comprised of the following components.

	December 31, 2005			December 31, 2004
Billed Receivables	$	24,688		$	24,582
Straight-line Receivables		26,190			25,643
Unbilled Receivables		10,580			10,193
Less: Allowance for Doubtful Accounts		(8,675	)		(8,545	)
Net Accounts Receivable	$	52,783		$	51,873

The allowance for doubtful accounts reflects the Company’s estimate of the amounts of the recorded accounts receivable at the balance sheet date that will not be recovered from cash receipts in subsequent periods. The activity in the allowance for doubtful accounts for the three years ending December 31, 2005 is shown below:

		Balance at beginning of year		(1) Charged to expense		(1) Deductions		Balance at end of year
Year ended December 31, 2005-
Allowance for doubtful accounts	$	8,545	$	4,848	$	4,718	$	8,675
Year ended December 31, 2004-
Allowance for doubtful accounts	$	7,972	$	5,391	$	4,818	$	8,545
Year ended December 31, 2003-
Allowance for doubtful accounts	$	3,533	$	7,000	$	2,561	$	7,972

(1) Amounts charged to expense and deductions for 2004 and 2003 are revised to reflect the impact of SFAS No. 144.

65

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

(dollars in thousands, except share and unit amounts)

5. Mortgage Notes Payable as of December 31, 2005 and December 31, 2004 consist of the following:

	Carrying amount of Mortgage Notes Payable				Interest Rate				Interest		Payment		Payment at		Maturity
Fixed Rate:	2005		2004		2005		2004		Terms		Terms		Maturity		Date
Weberstown Mall, LLC	$	19,126	$	19,383		7.43%		7.43%				(a)	$	19,033		May 1, 2006
SAN Mall, LP		33,523		33,985		8.35%		8.35%		(p)		(a)	$	32,615		(e)
Colonial Park Mall, LP		32,975		33,459		7.73%		7.73%		(p)		(a)	$	32,033		(e)
Mount Vernon Venture, LLC		8,865		8,968		7.41%		7.41%				(a)	$	8,624		February 11, 2008
Charlotte Eastland Mall, LLC (q)		44,559		45,292		7.84%		7.84%		(p)		(a)	$	42,302		(f)
Morgantown Mall Associates, LP		53,381		54,227		6.89%		6.89%		(p)		(a)	$	50,823		(f)
Grand Central, LP		48,572		49,276		7.18%		7.18%				(a)	$	46,065		February 1, 2009
Johnson City Venture, LLC		39,214		39,606		8.37%		8.37%				(a)	$	37,026		June 1, 2010
Polaris Center, LLC		40,953		41,387		8.20%		8.20%		(p)		(a)	$	38,543		(g)
Glimcher Ashland Venture, LLC		25,307		25,770		7.25%		7.25%				(a)	$	21,817		November 1, 2011
Dayton Mall Venture, LLC		56,717		57,481		8.27%		8.27%		(p)		(a)	$	49,864		(h)
Glimcher WestShore, LLC		96,804		98,275		5.09%		5.09%				(a)	$	84,824		September 9, 2012
University Mall, LP		63,845		65,050		7.09%		7.09%		(p)		(a)	$	52,524		(i)
PFP Columbus, LLC		144,439		146,631		5.24%		5.24%				(a)	$	124,572		April 11, 2013
LC Portland, LLC		135,326		137,285		5.42%		5.42%		(p)		(a)	$	116,922		(j)
JG Elizabeth, LLC		161,371		163,827		4.83%		4.83%				(a)	$	135,194		June 8, 2014
MFC Beavercreek, LLC		110,871		112,423		5.45%		5.45%				(a)	$	92,762		November 1, 2014
Glimcher SuperMall Venture, LLC		60,341		61,107		7.54%		7.54%		(p)		(a)	$	49,969		(k)
RVM Glimcher, LLC		50,000		-		5.65%		n/a				(c)	$	44,931		January 11, 2016
Tax Exempt Bonds		19,000		19,000		6.00%		6.00%				(d)	$	19,000		November 1, 2028
		1,245,189		1,212,432
Variable Rate/Bridge:
GM Olathe, LLC		30,000		30,000		6.37%		4.40%		(l)		(b)	$	30,000		June 9, 2006
Montgomery Mall Associates, LP		25,000		-		6.16%		n/a		(m)		(b)	$	25,000		August 1, 2006
Glimcher Columbia, LLC (q)		7,729		7,955		6.79%		4.78%		(n)		(a)	$	7,595		August 1, 2006
EM Columbus, LLC		41,669		24,000		6.38%		4.42%		(o)		(b)	$	41,669		January 1, 2007
		104,398		61,955
Other:
Fair Value Adjustment - Polaris Center, LLC		1,894		2,322
Extinguished Debt		-		51,895
Total Mortgage Notes Payable	$	1,351,481	$	1,328,604

(a)	The loan requires monthly payments of principal and interest.
(b)	The loan requires monthly payments of interest only.
(c)	The loan requires monthly payments of interest only until February 2009, thereafter principal and interest are required.
(d)	The loan requires semi-annual payments of interest.
(e)	The loan matures in October 2027, with an optional prepayment date on October 11, 2007.
(f)	The loan matures in September 2028, with an optional prepayment date on September 11, 2008.
(g)	The loan matures in June 2030, with an optional prepayment date on June 1, 2010.
(h)	The loan matures in July 2027, with an optional prepayment date on July 11, 2012.
(i)	The loan matures in January 2028, with an optional prepayment date on January 11, 2013.
(j)	The loan matures in June 2033, with an optional prepayment date on June 11, 2013.
(k)	The loan matures in September 2029, with an optional prepayment date on February 11, 2015.
(l)	Interest rate of LIBOR (capped by a derivative at 6.00%) plus 200 basis points until maturity.
(m)	Interest rate of LIBOR plus 185 basis points.
(n)	Interest rate of LIBOR plus 250 basis points.
(o)	Interest rate of LIBOR plus 200 basis points.
(p)	Interest rate escalates after optional prepayment date.
(q)	Mortgage note payable associated with asset held for sale.

66

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

(dollars in thousands, except share and unit amounts)

All mortgage notes payable are collateralized by certain properties owned by the respective entities with net book values of $1,684,178 and $1,654,690 at December 31, 2005 and 2004, respectively. Certain of the loans contain financial covenants regarding minimum net operating income and coverage ratios. Management believes they are in compliance with all covenants at December 31, 2005. Additionally, certain of the loans have cross-default provisions and are cross-collateralized with mortgages on the Properties owned by the borrowers SAN Mall, LP and Morgantown Mall Associates, LP. Under such cross-default provisions, a default under any mortgage included in a cross-defaulted loan may constitute a default under all such mortgages under that loan and may lead to acceleration of the indebtedness due on each Property within the collateral pool. Additionally, $89,398 of mortgage notes payable relating to certain Properties have been guaranteed by GPLP as of December 31, 2005.

Principal maturities (excluding extension options) on mortgage notes payable during the five years subsequent to December 31, 2005, are as follows: 2006 $99,941; 2007 $125,299; 2008 $120,101; 2009 $64,055; 2010 $93,927; thereafter $846,264.

6. Notes Payable

In August 2005, the Company closed on a $300,000 amended credit facility (the “Amended Credit Facility”) that matures in August 2008 and has a one-year extension option. The Amended Credit Facility is unsecured and replaces a $150,000 secured credit facility that was due to expire in October 2006. The Amended Credit Facility is expandable to $400,000, provided there is no default under the Amended Credit Facility and that one or more participating lenders agrees to increase their funding commitment or one or more new participating lenders is added to the facility. The interest rate ranges from LIBOR plus 1.05% to LIBOR plus 1.55% depending upon the Company’s ratio of debt to total asset value. The Amended Credit Facility contains customary covenants, representations, warranties and events of default, including maintenance of a specified minimum net worth requirement; a total debt to total asset value ratio; a secured debt to total asset value ratio; an interest coverage ratio; and a fixed charge coverage ratio. Management believes they are in compliance with all covenants as of December 31, 2005.

At December 31, 2005, the outstanding balance on the Amended Credit Facility was $150,000. Additionally, $5,070 represents a holdback on the available balance for letters of credit issued under the Amended Credit Facility at December 31, 2005. As of December 31, 2005, the unused balance of the Amended Credit Facility available to the Company was $144,930 and the interest rate was 5.54%.

At December 31, 2004, the outstanding balance on the secured credit facility was $74,000. Additionally, $4,600 represented a holdback on the available balance for letters of credit issued under the secured credit facility at December 31, 2004. As of December 31, 2004, the unused balance of the credit facility available to the Company was $71,400 and the interest rate was 4.10%.

7. Income taxes

The following table reconciles the Company’s net income to taxable income for the years ended December 31, 2005, 2004 and 2003:

	2005			2004			2003
Net income	$	20,850		$	51,755		$	32,961
Add: Net loss of taxable REIT subsidiaries		2,501			1,696			1,738
Net income from REIT operations (1)		23,351			53,451			34,699
Add: Book depreciation and amortization		73,622			75,817			61,189
Less: Tax depreciation and amortization		(56,847	)		(59,207	)		(51,454	)
Book loss/(gain) from capital transactions		13,083			(18,087	)		1,612
Tax (loss)/gain from capital transactions		(14,624	)		6,736			(1,602	)
Other book/tax differences, net		(1,408	)		(14,436	)		(17,235	)
Taxable income before adjustments		37,177			44,274			27,209
Less: Capital gains		(1,614	)		(6,736	)		-
Adjusted taxable income subject to 90% requirement	$	35,563		$	37,538		$	27,209

 

(1) All adjustments to “Net income from REIT operations” are net of amounts attributable to minority interest and taxable REIT subsidiaries.

67

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

(dollars in thousands, except share and unit amounts)

Reconciliation between cash dividends paid and dividends paid deduction:

The following table reconciles cash dividends paid with the dividends paid deduction for the years ended December 31, 2005, 2004 and 2003:

	2005			2004			2003
Cash dividends paid	$	86,593		$	85,511		$	78,937
Less: Dividends designated to prior year		(21,516	)		(21,131	)		(19,457	)
Plus: Dividends designated from following year		21,912			21,516			21,131
Less: Portion designated return of capital		(49,812	)		(41,622	)		(53,402	)
Dividends paid deduction	$	37,177		$	44,274		$	27,209

Characterization of distributions:

The following table characterizes distributions paid per common share for the years ended December 31, 2005, 2004 and 2003:

	2005					2004					2003
	Amount		%			Amount		%			Amount		%
Ordinary income	$	0.5221		27.15	%	$	0.6380		33.18	%	$	0.3888		20.22	%
Return of Capital		1.3774		71.62			1.1707		60.87			1.5344		79.78
Capital gains		-		-			-		-			-		-
Unrecaptured Section 1250 gain		0.0237		1.23			0.1145		5.95			-		-
	$	1.9232		100.00	%	$	1.9232		100.00	%	$	1.9232		100.00	%

The following table characterizes distributions paid per Series B Preferred Share for the years ended December 31, 2005, 2004 and 2003:

	2005					2004					2003
	Amount		%			Amount		%			Amount		%
Ordinary income		-		-	%	$	0.3104		84.79	%	$	2.3125		100.0	%
Return of Capital		-		-			-		-			-		-
Capital gains		-		-			-		-			-		-
Unrecaptured Section 1250 gain		-		-			0.0557		15.21			-		-
		-		-	%	$	0.3661		100.00	%	$	2.3125		100.00	%

The following table characterizes distributions paid per Series F Preferred Share for the years ended December 31, 2005, 2004 and 2003:

	2005					2004					2003
	Amount		%			Amount		%			Amount		%
Ordinary income	$	2.0926		95.66	%	$	1.8548		84.79	%	$	0.7717		100.0	%
Return of Capital		-		-			-		-			-		-
Capital gains		-		-			-		-			-		-
Unrecaptured Section 1250 gain		0.0950		4.34			0.3328		15.21			-		-
	$	2.1876		100.00	%	$	2.1876		100.00	%	$	0.7717		100.00	%

The following table characterizes distributions paid per Series G Preferred Share for the years ended December 31, 2005 and 2004:

	2005					2004
	Amount		%			Amount		%
Ordinary income	$	1.9430		95.66	%	$	1.4687		84.79	%
Return of Capital		-		-			-		-
Capital gains		-		-			-		-
Unrecaptured Section 1250 gain		0.0882		4.34			0.2635		15.21
	$	2.0312		100.00	%	$	1.7322		100.00	%

68

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

(dollars in thousands, except share and unit amounts)

Deferred income taxes represent the tax effect of the differences between the book and tax bases of assets and liabilities of GDC. Deferred tax assets (liabilities) include the following:

Deferred tax assets (liabilities):

	2005			2004			2003
Investment in partnership	$	(5	)	$	(1	)	$	-
Capitalized development costs		(412	)		(198	)		(158	)
Depreciation and amortization		41			36			6
Charitable contributions		22			22			-
Allowance for doubtful accounts		-			-			40
Interest expense		756			248			-
Other		8			(3	)		2
Net operating losses		2,322			1,957			2,393
Net deferred tax asset		2,732			2,061			2,283
Valuation allowance		(2,732	)		(2,061	)		(2,283	)
Net deferred tax asset after valuation allowance	$	-		$	-		$	-

The gross tax loss carryforwards total $5,805 and expire $2,731, $355, $144, $479, $623, $561 and $912 in 2018, 2020, 2021, 2022, 2023, 2024 and 2025, respectively.

The income tax provision consisted of $2, $12 and $49 in 2005, 2004 and 2003, respectively, related to current state and local taxes. Net deferred tax expense for each of the years was $0. The income tax expense reflected in consolidated statements of operations differs from the amount determined by applying the federal statutory rate of 34% to the income before taxes of the Company’s taxable REIT subsidiaries as a result of state income taxes and the utilization of tax loss carryforwards of $0, $0 and $968 in 2005, 2004 and 2003, respectively. A full valuation allowance had previously been provided against the tax loss carryforwards utilized.

In 2005, the Company continued to maintain a valuation allowance for the Company’s net deferred tax assets, which consisted primarily of tax loss carryforwards. The valuation allowance was determined in accordance with the provisions of SFAS No. 109 “Accounting for Income Taxes” which requires the recording of a valuation allowance when it is more likely than not that any or all of the deferred tax assets will not be realized. In absence of favorable factors, application of SFAS No. 109 requires a 100% valuation allowance for any net deferred tax assets when a company has cumulative financial accounting losses, excluding unusual items, over several years. The Company’s cumulative loss represented negative evidence sufficient to require a full valuation allowance under the provisions of SFAS No. 109. The Company intends to maintain a full valuation allowance for its net deferred tax asset until sufficient positive evidence exists to support reversal of the reserve. Until such time, except for minor state and local tax provisions, the Company will have no reported tax provision, net of valuation allowance adjustments.

8. Preferred Shares

GRT’s Declaration of Trust authorizes GRT to issue up to an aggregate 100,000,000 shares of GRT, consisting of common shares and/or one or more series of preferred shares of beneficial interest.

On November 17, 1997, GRT completed a $120,000 public offering of 4,800,000 shares of 9.25% Series B Cumulative Preferred Shares of Beneficial Interest (the “Series B Preferred Shares”). On November 25, 1997, GRT sold an additional 318,000 Series B Preferred Shares as a result of the underwriters exercising the over-allotment option granted to them. Aggregate net proceeds of the offering were $123,072. Distributions on the Series B Preferred Shares were payable quarterly in arrears and the Company was able to redeem the Series B Preferred Shares anytime on or after November 15, 2003, at a redemption price of $25.00 per share, plus accrued and unpaid distributions. On February 27, 2004, the Company redeemed 5,118,000 of the Series B Preferred Shares. Shareholders of record at the close of business on February 27, 2004 received a redemption price of $25.00 per share plus an amount equal to the dividends accrued and unpaid. The total cost to redeem the shares was $129,824.

69

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

(dollars in thousands, except share and unit amounts)

The redemption of the Series B Preferred Shares resulted in a $4,878 non-cash charge as required under EITF Topic Number D-42, “The Effect on the Calculation of Earnings Per Share for the Redemption or Induced Conversion of Preferred Stock.” This one time non-cash charge represents costs that were incurred and recorded in “Additional Paid In Capital” at the time of the initial issuance of the Series B Preferred Shares in 1997.

On March 9, 1999, the Board of Trustees adopted a Preferred Share Purchase Plan (the “Plan”) pursuant to which a distribution will be made of one preferred share purchase right (a “Right”) for each outstanding Common Share. The distribution was made on March 22, 1999, to the shareholders of record at the close of business on that date. These rights trade with our Common Shares. Each Right entitles the registered holder to purchase from the Company one one-hundredth of a Series E Junior Participating Preferred Share of the Company, par value $0.01 per share (the “Preferred Shares”), at a price of $55.00 per one one-hundredth of a Preferred Share (the “Purchase Price”), subject to adjustment. The Rights will become exercisable in the event that any person or group acquires or announces its intention to acquire beneficial ownership of 15.0% or more of the outstanding common shares of the Company (an “Acquiring Person”). Alternatively, each Right holder, except the Acquiring Person, will have the right to receive upon exercise that number of common shares having a market value of two times the Purchase Price of the Right. At any time before any person or group becomes an Acquiring Person, the Board of Trustees may redeem the Rights at a price of $0.01 per Right at which time the right to exercise the Rights will terminate. At any time after a person or group becomes an Acquiring Person, the Board of Trustees may exchange the Rights at an exchange ratio of one common share or one Preferred Share per Right. The Plan expires on March 9, 2009.

On August 25, 2003, the Company completed a $60,000 public offering of 2,400,000 shares of Series F Preferred Shares, par value $0.01 per share, at a purchase price of $25.00 per Series F Preferred Share. Aggregate net proceeds of the offering were $58,110. Distributions on the Series F Preferred Shares are payable quarterly in arrears. The Company generally may redeem the Series F Preferred Shares anytime on or after August 25, 2008, at a redemption price of $25.00 per share, plus accrued and unpaid distributions.

On February 23, 2004, the Company completed a $150,000 public offering of 6,000,000 shares of Series G Preferred Shares. Aggregate net proceeds of the offering were $145,300. Distributions on the Series G Preferred Shares are payable quarterly in arrears beginning on April 15, 2004. The Company generally may redeem the Series G Preferred Shares anytime on or after February 23, 2009, at a redemption price of $25.00 per share, plus accrued and unpaid distributions. The proceeds were used to redeem the Series B Preferred Shares on February 27, 2004 and to pay down $16,900 of the Company’s Credit Facility.

9. Derivative Financial Instruments

The Company accounts for its derivatives and hedging activities under SFAS No. 133 as amended by SFAS No. 138 and 149. During the twelve months ended December 31, 2005, the Company recognized additional other comprehensive income of $9 to adjust the carrying amount of the interest rate swaps and caps to fair values at December 31, 2005, net of $11 in reclassifications to earnings for interest rate swap settlements and interest rate cap amortization during the period and $1 in minority interest participation. During the twelve months ended December 31, 2004, the Company recognized additional other comprehensive income of $1,192 to adjust the carrying amount of the interest rate swaps and caps to fair values at December 31, 2004, net of $1,325 in reclassifications to earnings for interest rate swap settlements and interest rate cap amortization during the period and $100 in minority interest participation. The interest rate swap settlements were offset by a corresponding reduction in interest expense related to the interest payments being hedged.

70

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

(dollars in thousands, except share and unit amounts)

The Company may be exposed to the risk associated with variability of interest rates that might impact the cash flows and the results of operations of the Company. Our hedging strategy, therefore, is to eliminate or reduce, to the extent possible, the volatility of cash flows. The following table summarizes the notional values and fair values of the Company’s derivative financial instruments as of December 31, 2005. The notional values provide an indication of the extent of the Company’s involvement in these instruments at that time, but do not represent exposure to credit, interest rate or market risks.

Hedge Type	Notional Value	Interest Rate	Maturity	Fair Value
Cap - Cash Flow	$ 30,000	6.00%	June 15, 2006	$0

On December 31, 2005, the derivative instruments were reported at their fair value of $0 in accounts payable and accrued expenses in the accompanying balance sheet, with a corresponding adjustment to other comprehensive income for the unrealized gains and losses (net of minority interest participation). Over time, the unrealized gains and losses held in accumulated other comprehensive income will be reclassified to earnings, of which $28 is expected to be reclassified in 2006. This reclassification will correlate with the recognition of the hedged interest payments in earnings. There was no hedge ineffectiveness during the twelve months ended December 31, 2005.

To determine the fair values of derivative instruments, the Company uses a variety of methods and assumptions that are based on market conditions and risks existing at each balance sheet date. Standard market conventions and techniques such as undiscounted cash flow analysis, replacement cost, and termination cost are used to determine fair value.

10. Rentals Under Operating Leases

The Company receives rental income from the leasing of retail shopping center space under operating leases with expiration dates through the year 2027. The minimum future base rentals under non-cancelable operating leases as of December 31, 2005 are as follows:

2006	$	197,011
2007		177,605
2008		160,209
2009		135,117
2010		109,251
Thereafter		319,940
	$	1,099,133

Minimum future base rentals do not include amounts which may be received from certain tenants based upon a percentage of their gross sales or as reimbursement of real estate taxes and property operating expenses. Minimum rents contain straight-line adjustments for rental revenue increases which aggregated $578, $614 and $2,065 for the years ended December 31, 2005, 2004 and 2003, respectively. In 2005, 2004 and 2003, no tenant collectively accounted for more than 10.0% of rental income. The tenant base includes national, regional and local retailers, and consequently the credit risk is concentrated in the retail industry.

71

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

(dollars in thousands, except share and unit amounts)

11. Investment in Unconsolidated Entities

Investment in unconsolidated real estate entities as of December 31, 2005 consisted of a 52% interest held by GPLP in a joint venture (the “Venture”) with OMERS Realty Corporation (“ORC”), an affiliate of Oxford Properties Group (“Oxford”), which is the global real estate platform for the Ontario (Canada) Municipal Employees Retirement System, a Canadian pension plan. On December 29, 2005, the Venture acquired Puente Hills Mall, an enclosed regional mall consisting of approximately 1.2 million square feet of gross leasable area located in the Los Angeles metro area. The purchase price was $170,080, which was funded in part by the assumption of an $88,800 non-recourse mortgage loan and pro rata contributions to the Venture by GPLP and ORC.

The share of net income for the period January 1, 2003 through March 5, 2003 includes the Company’s 50.00% joint venture interest in Colonial Park Mall Limited Partnership. Effective March 6, 2003, the Company acquired the remaining 50.00% joint venture interest in this entity. Also, the share of net income for the period January 1, 2003 through April 23, 2003 includes the Company’s 50% joint venture interest in G & G Blaine, LLC (Northtown). Effective April 24, 2003, the Company acquired the remaining 50% joint venture interest in this entity. Furthermore, the share of net income for the period January 1, 2003 through August 13, 2003 included the Company’s 20% joint venture interest in Charlotte Eastland Mall, LLC. Effective August 14, 2003, the Company acquired the remaining 80% joint venture interest in this entity. Lastly, the share of net income for the period January 1, 2003 through January 4, 2004 consisted of both a 50% interest in Polaris Center, LLC and a 39.29% interest in Polaris Mall, LLC. On January 5, 2004, the Company acquired the remaining 50% joint venture interest in Polaris Center, LLC and the remaining 60.71% joint venture interest in Polaris Mall, LLC. As a result, the entities mentioned above are fully consolidated as of March 6, 2003, April 24, 2003, August 14, 2003 and January 5, 2004 respectively.

The Company provides management, development, construction, leasing and legal services for a fee to joint ventures in which it has an ownership interest. The Company recognized fee income of $632, $14, and $2,224 for services provided to the joint ventures for the year ended December 31, 2005, 2004 and 2003, respectively.

The net income for each entity is allocated in accordance with the provisions of the applicable operating agreements. The summary financial information for the Operating Partnership’s investment in Puente Hills Mall, LLC, accounted for using the equity method is presented below:

BALANCE SHEETS	December 31, 2005
Assets:
Investment properties at cost, net	$	171,897
Intangible assets (1)		11,478
Other assets		4,616
	$	187,991
Liabilities and Members’ Equity:
Mortgage note payable	$	88,212
Intangibles (2)		14,360
Other liabilities		324
		102,896
Members’ equity		85,095
	$	187,991
Operating Partnership’s Share of Members’ equity	$	44,200

72

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

(dollars in thousands, except share and unit amounts)

Reconciliation of Members’ Equity to Company Investment in Unconsolidated Entities:

Members’ equity	$	44,200
Advances and additional costs		48
Investment in unconsolidated entities	$	44,248

(1) Includes value of acquired in-place leases    

(2) Includes the net value of $410 above-market acquired leases and $14,770 below-market acquired leases

12. Related Party Transactions

Employment & Consulting Agreement of Herbert Glimcher

On January 20, 2005, Herbert Glimcher resigned as Chief Executive Officer of the Company and entered into an Employment and Consulting Agreement (the “Employment Agreement”) with GRT. He remains Chairman of the Board of Trustees (“Board”) of GRT. Under the Employment Agreement, GRT employs Herbert Glimcher as Senior Advisor and as non-executive Chairman of the Board. He also serves as non-executive Chairman of the Board of Directors for GPC. Neither GRT nor GPC consider Herbert Glimcher to be an executive officer. The initial term of the Employment Agreement commenced on February 1, 2005 and continues through May 31, 2006 (the “Term”); provided, that the Term may be renewed for an additional one year period if the Corporation and Herbert Glimcher agree to renew the Term prior to its expiration.

Herbert Glimcher shall receive $100 per annum for serving as the non-executive Chairman of the Board for GRT and GPC and $250 per annum for serving as Senior Advisor to GRT (the “Salary”). Additionally, he shall receive a total of $2,000 in cash during a period of two years following the termination of his employment under the Employment Agreement (the “Post-Employment Restricted Period”) from GRT. GRT recognized $2,000 in compensation expense during the first quarter of 2005 related to the Employment Agreement.

GRT reimburses Herbert Glimcher for reasonable rent for office space located in Columbus, Ohio, the reasonable salary of one administrative assistant, and provides a part-time driver consistent with past practice. For the year ended December 31, 2005, the aggregate total of reimbursements paid by GRT under the Employment Agreement was $123.

Corporate Flight Inc./ The Glimcher Company

The Company paid Corporate Flight, Inc. (“CFI”) and The Glimcher Company (“TGC”), which are both wholly owned by Herbert Glimcher, the following amounts for the use in connection with Company related matters, of an airplane owned by CFI and a coach owned by TGC.

For the Years Ending:	Corporate Flight Inc.		The Glimcher Company
December 31, 2005	$	304	$	-
December 31, 2004		239		9
December 31, 2003		305		7
Total	$	848	$	16

GDC, an entity owned by GPLP, provided services to TGC for predevelopment work on two projects in 2003 and was paid $59 for those services.

73

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

(dollars in thousands, except share and unit amounts)

Triad CM

The Company paid Triad CM (“Triad”), fifty percent (50%) of which was owned by TGC, which is wholly owned by Herbert Glimcher, $137 for the year ended December 31, 2003 in connection with subcontracting work at the Company’s Properties. TGC disposed of its entire interest in Triad effective September 2003, and therefore transactions subsequent to October 1, 2003 are not disclosed. The joint ventures controlled by the Company or in which the Company has a minority interest and is a passive investor paid Triad approximately $1,869 for the year ended December 31, 2003.

Loans and Guarantees

With respect to the development of Polaris, pursuant to the requirements of the Construction Loan Agreement, dated October 13, 2000, Herbert Glimcher provided a $4,000 letter of credit (“Letter of Credit”) to guarantee certain obligations of the Company under the Construction Loan Agreement. The Letter of Credit was terminated on May 29, 2002. At December 31, 2002 the Company accrued $40 as consideration to Herbert Glimcher for providing the Letter of Credit to the banks. Such consideration was regarded as the equivalent of the amount a bank would charge to issue such Letter of Credit. That fee was paid to Herbert Glimcher in March 2003.

The Glimcher Group, owned by Robert Glimcher, a son of Herbert Glimcher and a brother of Michael Glimcher, the CEO, Company President and Trustee, reimbursed the Company $8, $8 and $10 for the expenses of shared space at a convention in May 2005, 2004 and 2003, respectively. The David J. Glimcher Co., owned by David Glimcher, reimbursed the Company $4 and $10 related to expenses for shared space at a convention in May 2004 and 2003, respectively.

Archer-Meek-Weiler Insurance Agency

The Company has engaged Archer-Meek-Weiler, a company of which Alan R. Weiler, a Trustee, is Chairman, as its agent for the purpose of obtaining property, liability and employee practices liability insurance coverage. In connection with securing such insurance coverage, Archer-Meek-Weiler received net commissions of $306, $300 and $224 for the years ended December 31, 2005, 2004 and 2003, respectively.

Polaris Mall Transactions

On January 5, 2004, GPLP completed the acquisition of the joint venture interests not previously owned by the Company in Polaris Mall, LLC, the indirect owner of Polaris, from NP Limited Partnership (“NPLP”), an Ohio limited partnership, and other parties. As part of the transaction, the Company acquired in fiscal year 2004 the remaining 60.7% interest in Polaris Mall, LLC for approximately $46,500, which was paid with approximately $33,000 in cash and the balance by the issuance of 594,342 OP Units in GPLP valued at approximately $13,500.

On January 5, 2004, GPLP also completed the acquisition of the joint venture interests not previously owned by the Company in Polaris Center, LLC, the owner of Polaris Towne Center, a 443,165 square foot town center located in Columbus, Ohio, from NPLP. As part of the transaction, the Company acquired in fiscal year 2004 the remaining 50% interest in Polaris Center, LLC for approximately $10,000, which was paid in cash.

Mr. Weiler, his spouse and children own, in its entirety, WSS Limited Partnership, an Ohio limited partnership (“WSS”). WSS directly owns OP Units of limited partnership in GPLP. WSS also indirectly owns OP Units by virtue of its ownership interest in NPLP. WSS also owns an interest in Star-Weiler Limited Partnership, an Ohio limited partnership (“Star-Weiler”). Star Weiler owns an interest in NPLP. Mr. Weiler’s children, nieces and nephews also indirectly own an interest in NPLP. In addition, Mr. Weiler’s sister-in-law previously owned an interest in Polaris Mall, LLC, which interest was acquired by GPLP on January 5, 2004.

Following the acquisition of the joint venture interests not previously owned by the Company in Polaris Mall, LLC and Polaris Center, LLC, NPLP and WSS converted the OP Units to Common Shares.

74

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

(dollars in thousands, except share and unit amounts)

Leasing Activity

A brother of Herbert Glimcher owns a company that leases six store locations in the Company’s Properties. Minimum Rents were $266, $268 and $268 for the years ended December 31, 2005, 2004 and 2003, respectively.

Herbert Glimcher has provided a loan guarantee to a private company unaffiliated with the Company that leased space beginning on November 16, 2002 in Polaris. Minimum rent was $17 and $21 for the years ended December 31, 2004 and December 31, 2003, respectively. The tenant vacated in 2004.

HP Transaction / City Park Development

In the second and third quarters of 2002, Trans State Development, LLC, a wholly owned subsidiary of the GDC, entered into certain options with an unrelated third party to purchase land in Mason, Ohio for a proposed development of a regional mall and community center. At the December 19, 2002 Board of Trustees meeting, the Company informed the Board it did not intend to proceed with the development of the proposed project. Trans State Development, LLC assigned its land options to HP Development LLC (“HP”) on January 31, 2003 pursuant to the terms of an Assignment Agreement. The Assignment Agreement provided for reimbursement by HP to Trans State Development, LLC of all costs it had incurred to the date of the assignment in conjunction with the options. In addition, on January 31, 2003, the Company entered into a Master Leasing Agreement with HP for the Company to provide leasing, legal and pre-development services. Beginning in February 2003, advances were made from Ellen Glimcher, doing business as Dell Property Group, Ltd. to HP. The Board of Trustees was unaware of these fund transfers or the involvement with HP of Ellen Glimcher through Dell Property Group, Ltd. During the year ended December 31, 2003, HP received $471 from Dell Property Group, Ltd., of which $350 was used to make payments to the Company for the land options and services provided under the Master Leasing Agreement during the year ended December 31, 2003. Ellen Glimcher is the daughter of Herbert Glimcher, and the sister of Michael Glimcher. On December 11, 2003, the Company cancelled the Master Leasing Agreement between HP and Trans State Development, LLC and HP assigned the land options to Trans State Development. In consideration for the assignment of the options, Trans State Development agreed to reimburse HP Development for costs incurred related to the project plus a $25 service fee, for a total of $696. The Board of Trustees was unaware of the transfer of funds from Dell Property Group, Ltd. or the involvement of Ellen Glimcher through Dell Property Group Ltd. with HP at the time the land options were assigned to HP on January 31, 2003 or assigned to the Company on December 11, 2003. At December 31, 2003, the Company had a payable of $696 to HP, which was paid by the Company on January 15, 2004. In February 2004, the Board of Trustees became aware of the involvement of and funds transferred by Ellen Glimcher through Dell Property Group Ltd. to HP. In February 2004, the Audit Committee of the Board of Trustees considered and approved each of the past transactions as part of its determination for the Company to proceed with the project.

13. Commitments and Contingencies

The Operating Partnership leases office space under an operating lease that had an initial term of four years commencing on July 2003. Additionally, one of GRT’s Properties is subject to long-term ground leases where a third party owns the underlying land and has leased the land to GRT. GRT pays rent of $14 per annum for the use of the land and generally is responsible for the costs and expenses associated with maintaining the building and improvements thereto. Future minimum rental payments as of December 31, 2005 are as follows:

	Office Lease		Ground Leases
2006	$	436	$	14
2007		436		14
2008		36		14
2009		-		14
2010		-		12
Thereafter		-		-
	$	908	$	68

75

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

(dollars in thousands, except share and unit amounts)

Office rental expenses (including miscellaneous month-to-month lease rentals) for the years ended December 31, 2005, 2004 and 2003 were $491, $416 and $617, respectively. Ground lease expenses for the years ended December 31, 2005, 2004 and 2003 were $14, $14 and $14, respectively.

The Company had provided guarantees in connection with the outstanding debt of Polaris. In connection with the development of Polaris, the Operating Partnership provided the lender with a completion guarantee and an unconditional guarantee of payment of $60,000 (50.0% of the outstanding obligation on the indebtedness on the property). Upon refinancing of the construction loan on April 1, 2003, these guarantees were released. In connection with the new mortgage loan, the Operating Partnership provided the lender with a guarantee until certain tenant allowances are paid. The guarantee was $89 at December 31, 2005. As of December 31, 2005, no provision for losses have been provided in connection with this guarantee, as the Company does not expect to incur any liability.

At December 31, 2005, there were 3.1 million OP Units outstanding. These OP Units are redeemable, at the option of the holders, beginning on the first anniversary of their issuance. The redemption price for an OP Unit shall be, at the option of GPLP, payable in the following form and amount: (a) cash at a price equal to the fair market value of one Common Share of GRT or (b) one Common Shares for each OP Unit. The fair value of the OP Units outstanding at December 31, 2005 is $80,200 based upon a per unit value of $25.74 at December 31, 2005, (based upon a five-day average of the Common Stock price from December 22, 2005 to December 29, 2005).

In addition, in July 1998, the New Jersey Economic Development Authority issued approximately $140,500 of Economic Development Bonds. On May 29, 2002, the New Jersey Economic Development Authority refunded certain of the Economic Development Bonds issued in 1998 and issued approximately $108,940 of replacement Economic Development Bonds. The Company began making quarterly Payment In Lieu of Taxes (“PILOT”) payments commencing May 2001 and terminating on the date of the final payment of the bonds. Such PILOT payments are treated as real estate tax expense in the statements of operations. The amount of the annual PILOT payments beginning with the bond year ended April 1, 2001 was $8,925 and increases 10.0% every five years until the final payment is made. The Company has provided a limited guarantee of franchise tax payments to be received by the city until franchise tax payments achieve $5,600 annually; any such payments made by the Company are subject to refund from future franchise tax payments. The Company has made $10,961 in payments under this agreement through December 31, 2005.

The Company has reserved $726 in relation to a contingency associated with the sale of Loyal Plaza, a community center sold in 2002, relating to environmental assessment and monitoring matters. During the fourth quarter of 2005, the Company established a contingency reserve of $400 in association with a litigation between GDC and a service provider.

The Company is involved in lawsuits, claims and proceedings, which arise in the ordinary course of business. The Company is not presently involved in any material litigation. In accordance with SFAS No. 5, “Accounting for Contingencies,” the Company makes a provision for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Although the outcome of any litigation is uncertain, the Company does not expect any such legal actions to have a material adverse effect on the Company’s consolidated financial condition or results of operations taken as a whole.

During the fourth quarter of 2004, GRT received a subpoena for documents from the Securities and Exchange Commission (“SEC”) in connection with an investigation concerning the election by PricewaterhouseCoopers LLP not to renew its engagement as the independent accountant for the Company (which was previously reported by GRT in Forms 8-K and 8-K/A filed on June 8 and June 15, 2004, respectively) and a related party transaction involving the Company’s City Park development project (which transaction was previously reported by GRT in its Form 10-K filed on March 12, 2004). During the first quarter of 2005, the Company also received a subpoena for documents from the SEC that primarily seeks documents concerning the restatement of the Company's financial statements for the years ended 2001 through 2003 (which restatement was reported by the Company in a Form 8-K filed on February 22, 2005). The Company is cooperating fully with each investigation.

76

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

(dollars in thousands, except share and unit amounts)

14. Share Option Plans

GRT has established the 1993 Employee Share Option Plan (the “1993 Employee Plan”), the 1993 Trustee Share Option Plan (the “1993 Trustee Plan”), the 1997 Incentive Plan (the “Incentive Plan”) and the 2004 Incentive Compensation Plan (“2004 Plan”) for the purpose of attracting and retaining the Company’s trustees, executive and other employees (the 1993 Employee Plan, the 1993 Trustee Plan, the Incentive Plan and the 2004 Plan are collectively referred to as the “Plans”). A maximum of 400,000 shares have been reserved for issuance under the 1993 Employee Plan, a maximum of 700,000 shares have been reserved for issuance under the 1993 Trustee Plan, a maximum of 3,000,000 shares have been reserved for issuance under the Incentive Plan and a maximum of 1,100,000 shares have been reserved for issuance under the 2004 Plan.

A summary of the status of the Company's Plans at December 31, 2005, 2004 and 2003 and changes during the years ending on those dates is presented below. Options issued under the Plans are included under the categories trustee plan or employee plan, based upon the individual to whom the option was granted, depending upon whether that individual is an employee or a trustee.

	Options			2005 Weighted-Average Exercise Price		Options			2004 Weighted-Average Exercise Price		Options			2003 Weighted-Average Exercise Price
Trustee Plan:
Outstanding at beginning of year		1,183,100		$	18.454		1,156,000		$	17.525		1,241,500		$	17.526
Granted		21,000		$	25.670		168,000		$	25.236		121,000		$	18.930
Exercised		(162,580	)	$	13.981		(80,900	)	$	17.615		(206,500	)	$	18.259
Forfeited		-					(60,000	)	$	21.216		-
Outstanding at end of year		1,041,520		$	19.299		1,183,100		$	18.454		1,156,000		$	17.525
Employee Plan:
Outstanding at beginning of year		945,471		$	21.304		1,079,226		$	16.950		1,033,767		$	16.951
Granted		313,750		$	25.505		391,178		$	25.236		325,000		$	18.930
Exercised		(223,804	)	$	19.044		(422,982	)	$	17.335		(207,032	)	$	14.811
Forfeited		(128,839	)	$	24.030		(101,951	)	$	20.865		(72,509	)	$	17.293
Outstanding at end of year		906,578		$	22.687		945,471		$	21.304		1,079,226		$	16.950
Options exercisable at year-end under
the Trustee Plan		930,187					933,100					964,330
Options exercisable at year-end under
the Employee Plan		381,397					328,304					555,007
Weighted-average fair value of options
granted during the year	$	1.0727				$	1.2663				$	0.4560

The fair value of each option grant was estimated on the date of the grant using the Black-Scholes options pricing model with the following assumptions: weighted average risk free interest rates used in 2005, 2004 and 2003 were 5.0%, 5.6% and 6.2%, respectively. Expected average lives of five years, annual dividend rates of $1.9232 and weighted average volatility of 12.3%, 12.2% and 11.8% in 2005, 2004 and 2003, respectively.

77

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

(dollars in thousands, except share and unit amounts)

The following table summarizes information regarding the options outstanding at December 31, 2005 under the Company’s plans: 

Options Outstanding							Options Exercisable
Range of Exercise Prices	Number Outstanding at December 31, 2005		Weighted- Average Remaining Contractual Life		Weighted- Average Exercise Price		Number Exercisable at December 31, 2005		Weighted- Average Exercise Price
Trustee Plan:
$17.000		32,854		0.2		$17.000		32,854		$17.000
$18.750 - $20.750		266,348		1.4		$20.216		266,348		$20.216
$20.500		97,622		2.4		$20.500		97,622		$20.500
$15.000		263,334		3.2		$15.000		263,334		$15.000
$12.280		3,000		4.2		$12.280		3,000		$12.280
$14.750		3,000		5.2		$14.750		3,000		$14.750
$17.610		94,644		6.2		$17.610		94,644		$17.610
$18.930		100,718		7.2		$18.930		67,385		$18.930
$19.560 - $26.690		159,000		8.2		$25.236		84,000		$25.314
$25.67		21,000		9.2		$25.670		18,000		$25.670
$12.280 - $26.690		1,041,520		4.1		$19.299		930,187		$18.966
Employee Plan:
$20.500		51,000		2.4		$20.500		51,000		$20.500
$15.000		2,000		3.2		$15.000		2,000		$15.000
$12.280		5,135		4.2		$12.280		5,135		$12.280
$14.750		47,169		5.2		$14.750		47,169		$14.750
$17.610		68,673		6.2		$17.610		68,673		$17.610
$18.930 - $22.360		178,017		7.2		$19.072		114,087		$19.044
$19.560 - $26.690		280,334		8.3		$25.470		93,333		$25.468
$24.740 - $25.670		274,250		9.2		$25.482		-		-
$12.280 - $26.690		906,578		7.7		$22.687		381,397		$20.540

All options granted under the employee plan and options under the trustee plan, except those number of options noted as exceptions, are exercisable over a three-year period. The three-year period vests with options exercisable at a rate of 33.3% per annum beginning with the first anniversary of the date of grant and will remain exercisable through the tenth anniversary of such date. Exceptions to this vesting schedule are options that are exercisable immediately and will remain exercisable through the tenth anniversary of date granted. The number of options that are exercisable immediately are 18,000, 18,000 and 21,000 shares granted under the trustee plan in 2005, 2004 and 2003, respectively.

15. Employee Benefit Plan - 401(k) Plan

In January 1996, the Company established a qualified retirement savings plan under Code 401(k) for eligible employees, which contains a cash or deferred arrangement which permits participants to defer up to a maximum of 25.0% of their compensation, subject to certain limitations. Employees 21 years old or above who have been employed by the Company for at least six months are eligible to participate. Participant’s salary deferrals up to a maximum of 4.0% of qualified compensation were matched at 50.0% for the two years ending December 31, 2004. The Company contributed $373, $228 and $190 to the plan in 2005, 2004 and 2003, respectively. Effective January 1, 2005, participant’s salary deferrals up to a maximum of 6% of qualified compensation were matched at 50.0%.

78

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

(dollars in thousands, except share and unit amounts)

16. Distribution Reinvestment and Share Purchase Plan

The Company has a Distribution Reinvestment and Share Purchase Plan under which its shareholders may elect to purchase additional common shares of beneficial interest and/or automatically reinvest their distributions in Shares. In order to fulfill its obligations under the plan, the Company may purchase Shares in the open market or issue Shares that have been registered and authorized specifically for the plan. As of December 31, 2005, 2,100,000 Shares were authorized of which 250,197 Shares have been issued.

17. Earnings Per Share

The presentation of primary EPS and diluted EPS is summarized in the table below (shares in thousands):

	For the Years Ended December 31,
	2005								2004							2003
	Income			Shares		Per Share			Income			Shares		Share		Per Income			Shares		Per Share
Basic EPS
Income from continuing operations	$	32,103							$	25,655						$	22,053
Less: Preferred stock dividends		(17,437	)							(17,517	)						(13,688	)
Preferred stock redemption		-								(4,878	)						-
Add: Minority interest adjustments (1)		(965	)							2,382							920
Income from continuing operations	$	13,701			36,036	$	0.38		$	5,642			35,456	$	0.16	$	9,285			34,704	$	0.27
Discontinued operations	$	(11,253	)						$	26,100						$	10,908
Less: Minority interest adjustment (1)		965								(2,382	)						(920	)
Discontinued operations	$	(10,288	)		36,036	$	(0.29	)	$	23,718			35,456	$	0.67	$	9,988			34,704	$	0.29
Diluted EPS
Income from continuing operations	$	32,103			36,036				$	25,655			35,456			$	22,053			34,704
Less: Preferred stock dividends		(17,437	)							(17,517	)						(13,688	)
Preferred stock redemption		-								(4,878	)						-
Add: Minority interest		252								2,906							1,703
Operating Partnership Units					3,333								3,549							3,151
Options					449								491							366
Restricted shares					38
Income from continuing operations	$	14,918			39,856	$	0.37		$	6,166			39,496	$	0.16	$	10,068			38,221	$	0.26
Discontinued operations	$	(11,253	)			$	(0.28	)	$	26,100				$	0.66	$	10,908				$	0.29

(1) The minority interest adjustment reflects the reclassification of the minority interest expense from continuing to discontinued operations for appropriate allocation in the calculation of the earnings per share for discontinued operations.

Options with exercise prices greater than the average share prices for the periods presented were excluded from the respective computations of diluted EPS because to do so would have been antidilutive. The number of such options was 599 thousand, 429 thousand and 225 thousand for the years ended December 31, 2005, 2004 and 2003, respectively.

18. Fair Value of Financial Instruments

The carrying values of cash and cash equivalents, restricted cash, tenant accounts receivable, accounts payable and accrued expenses are reasonable estimates of their fair values because of the short maturity of these financial instruments. The carrying value of the credit facility is also a reasonable estimate of its fair value because it bears variable rate interest at current market rates. Based on the discounted amount of future cash flows using rates currently available to GRT for similar liabilities (ranging from 5.05% to 7.28% per annum at December 31, 2005 and 4.34% to 6.63% per annum at December 31, 2004), the fair value of GRT’s mortgage notes payable is estimated at $1,358,744 and $1,353,610 at December 31, 2005 and 2004, respectively. The fair value of the debt instruments considers in part the credit of GRT as an entity, and not just the individual entities and Properties owned by GRT.

79

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

(dollars in thousands, except share and unit amounts)

19. Acquisitions

The Company accounts for acquisitions under the purchase method of accounting in accordance with SFAS No. 141, “Business Combinations.” The Company has finalized the allocation of the purchase price for Properties acquired through 2005 and no material adjustments have been made to the original allocations.

Intangibles, which were recorded at the acquisition date, associated with acquisitions of WestShore Plaza Mall, Eastland Ohio, Polaris and Polaris Towne Center are comprised of an asset for acquired above-market leases of $7,940, a liability for acquired below-market leases of $17,951 and an asset for tenant relationships of $4,156. The intangibles related to above and below-market leases are being amortized as a net increase to minimum rents on a straight-line basis over the lives of the leases with a weighted average amortization period of 10.7 years. Amortization of the tenant relationship is recorded as amortization expense on a straight-line basis over the estimated life of the 12.5 years. Net amortization for all of the acquired intangibles is an increase to net income in the amount of $415, $611 and $158 for the twelve months ended December 31, 2005, 2004 and 2003, respectively. The net book value of the above-market leases is $5,494 and $6,742 as of December 31, 2005 and December 31, 2004, respectively, and is included in the accounts payable and accrued liabilities on the consolidated balance sheet. The net book value of the below-market leases is $13,663 and $15,655 as of December 31, 2005 and December 31, 2004, respectively and is included in the accounts payable and accrued liabilities on the consolidated balance sheet. The net book value of the tenant relationships is $3,498 and $3,827 as of December 31, 2005 and December 31, 2004, respectively and is included in prepaid and other assets on the consolidated balance sheet. Net amortization of these intangibles as an increase to net income will be as follows:

For the year ending December 31, 2006	$	339
For the year ending December 31, 2007		413
For the year ending December 31, 2008		498
For the year ending December 31, 2009		502
For the year ending December 31, 2010		576
	$	2,328

20. Discontinued Operations

Financial results of Properties the Company sold in previous periods and classified as held for sale as of year-end are reflected in discontinued operations for all periods reported in the consolidated statements of income. In the consolidated balance sheet the real estate assets held for sale and the mortgages associated with those assets are presented separate from the assets to be held and used. Other assets and liabilities associated with these held for sale properties are insignificant and are not separately disclosed. The table below summarizes key financial results and data for these operations:

	For the Years Ended December 31,
	2005		2004		2003
Revenues	$	17,807	$	28,197	$	32,710
Income from operations	$	3,521	$	6,454	$	12,665
Impairment losses	$	16,393	$	-	$	2,460
Gain on sale	$	1,619	$	19,646	$	703
Number of Properties sold		6		29		5
Number of Properties held for sale		8		1		2
Real estate assets held for sale	$	72,178	$	1,590	$	1,675
Mortgage notes payable associated with properties held for sale	$	52,289	$	-	$	-

80

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

(dollars in thousands, except share and unit amounts)

21. Subsequent Events

On January 17, 2006, the Company acquired Tulsa Promenade. Tulsa Promenade is a regional mall located in Tulsa, Oklahoma with approximately 927,000 square feet of gross leasable area. The purchase price was $58,300 and the Company did not assume any debt in connection with the purchase.

On February 7, 2006, the Company sold Pea Ridge Plaza, a Community Center asset in Huntington, West Virginia for $5,400. The Company used the proceeds to pay down debt. Pea Ridge Plaza was classified as held for sale at December 31, 2005 and the operating results of the property were included in discontinued operations.

On January 13, 2006, the Company entered into a Loan Agreement to borrow $30,000 (the “Loan”). The Loan is represented by a promissory note secured by a first mortgage lien and assignment of leases and rents on The Great Mall of the Great Plains located in Olathe, Kansas. The Loan has a floating interest rate of LIBOR plus 1.65% per annum and a maturity date of January 13, 2009. The Loan Agreement requires the Company to make interest only periodic payments with all outstanding principal and accrued interest being due and payable at the maturity date. The Agreement contains default provisions customary for transactions of this nature. The proceeds of the Loan where used to payoff the previous loan in the same amount.

On January 19, 2006, the Company entered into an Interest Rate Swap Agreement (“the swap”) to hedge the interest rate risk exposure on the $30,000 variable-rate Loan noted above. The swap, effective February 15, 2006, will effectively fix the Company’s interest payments on the Loan at a rate of 4.7025% plus the credit spread on the debt through January 15, 2008. In addition, the Company dedesignated the existing $30,000 interest rate cap as a cash flow hedge under SFAS 133.

22. Interim Financial Information (unaudited)  

Year Ended December 31, 2005	First Quarter		Second Quarter			Third Quarter			Fourth Quarter
Total revenues	$	79,573	$	80,458		$	84,776		$	90,052
Total revenues as previously reported	$	84,827	$	84,654		$	84,776		$	90,052
Operating income	$	25,620	$	24,579		$	31,030		$	35,520
Operating income as previously reported	$	27,753	$	26,203		$	31,030		$	35,520
Net income	$	5,796	$	3,279		$	(2,342	)	$	14,117
Net income available to common shareholders	$	1,437	$	(1,080	)	$	(6,702	)	$	9,758
Earnings per share (diluted)	$	0.04	$	(0.03	)	$	(0.18	)	$	0.27

Year Ended December 31, 2004	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
Total revenues	$	80,194	$	81,676	$	79,001	$	86,111
Total revenues as previously reported	$	84,827	$	85,361	$	79,001	$	90,929
Operating income	$	28,130	$	28,449	$	27,891	$	33,150
Operating income as previously reported	$	29,534	$	29,571	$	27,891	$	35,016
Net income	$	10,077	$	6,912	$	24,663	$	10,103
Net income available to common shareholders	$	760	$	2,553	$	20,303	$	5,774
Earnings per share (diluted)	$	0.02	$	0.07	$	0.56	$	0.16

Total revenues and operating income for 2005 and 2004 are restated to reflect SFAS 144. Net income available to shareholders reflects the net gains and losses associated with the sale of discontinued operations. It also reflects the income and loss from discontinued operations. The differences between revenues and revenues previously reported in interim financial statements in 2005 and 2004 relate to changes in property classification from continuing to discontinuing operations.  

81

GLIMCHER REALTY TRUST

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

as of December 31, 2005

(dollars in thousands)

		Initial Cost		Costs Capital-ized Sub-sequent to Acquisi-tion	Gross Amounts at Which Carried at Close of Period
Description and Location of Property	Encum-brances [d]	Land	Build- ings and Improve-ments [a]	Improve-ments and Adjust -ments	Land [b]	Build- ings and Improve-ments [c]	Total [b] [c]	Accumu-lated Deprecia-tion	Date Construc-tion Was Com-pleted	Date Acquired	Life Upon Which Depre-ciation in Latest Statement of Opera-tions is Computed

MALL PROPERTIES
Almeda Mall		(f)
Houston, TX				$	6,859	$	16,034	$	862	$	7,621	$	16,134	$	23,755	$	4,400		2002	[e]
Ashland Town Center
Ashland, KY	$	25,307			3,866		21,454		7,555		4,144		28,731		32,875		11,916	1989		[e]
Colonial Park Mall
Harrisburg, PA	$	32,975			9,765		43,770		1,312		9,704		45,143		54,847		12,621		2003	[e]
Dayton Mall
Dayton, OH	$	56,717			9,068		90,676		736		8,711		91,769		100,480		22,861		2002	[e]
Eastland Mall
Columbus, OH	$	41,669			12,570		17,794		14,005		12,937		31,432		44,369		1,150		2003	[e]
Grand Central Mall
Parkersburg, WV	$	48,572			3,961		41,135		31,482		3,961		72,617		76,578		23,171		1993	[e]
Great Mall of the Great Plains
Olathe, KS	$	30,000			15,646		101,790		9,758		14,465		112,729		127,194		35,007	1999		[e]
Indian Mound Mall
Heath, OH					892		19,497		12,343		773		31,959		32,732		15,943	1986		[e]
Jersey Gardens Mall
Elizabeth, NJ	$	161,371			32,498		206,478		19,002		33,480		224,498		257,978		56,380	2000		[e]
Lloyd Center Mall
Portland, OR	$	135,326			47,737		115,219		37,801		47,737		153,020		200,757		27,832		1998	[e]
The Mall at Fairfield Commons
Beavercreek, OH	$	110,871			5,438		102,914		21,483		7,696		122,139		129,835		40,422	1993		[e]
The Mall at Johnson City
Johnson City, TN	$	39,214			4,462		39,439		2,813		4,405		42,309		46,714		10,901		2000	[e]
Montgomery Mall
Montgomery, AL	$	25,000			10,382		60,311		5,827		10,382		66,138		76,520		14,625		1998	[e]
Morgantown Mall
Morgantown, WV		(g	)		1,273		40,484		5,122		1,556		45,323		46,879		18,600	1990		[e]
New Towne Mall
New Philadelphia, OH					1,190		23,475		7,289		1,248		30,706		31,954		13,555	1988		[e]
Northtown Mall
Blaine, MN					13,264		40,988		15,492		13,724		56,020		69,744		11,849		1998	[e]

82

GLIMCHER REALTY TRUST

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

as of December 31, 2005

(dollars in thousands)

		Initial Cost		Costs Capital-ized Sub-sequent to Acquisi-tion	Gross Amounts at Which Carried at Close of Period
Description and Location of Property	Encum-brances [d]	Land	Build- ings and Improve-ments [a]	Improve-ments and Adjust -ments	Land [b]	Build- ings and Improve-ments [c]	Total [b] [c]	Accumu-lated Deprecia-tion	Date Construc-tion Was Com-pleted	Date Acquired	Life Upon Which Depre-ciation in Latest Statement of Opera-tions is Computed

Northwest Mall
Houston, TX		(f	)	$	9,114	$	12,820	$	(195	)	$	9,928	$	11,811	$	21,739	$	3,194		2002	[e]
Polaris Fashion Place
Columbus, OH	$	144,439			36,687		167,251		1,396			38,661		166,673		205,334		22,030		2004	[e]
River Valley Mall
Lancaster, OH	$	50,000			875		26,910		18,424			1,001		45,208		46,209		20,660	1987		[e]
Supermall of Great NW
Auburn, WA	$	60,341			1,058		104,612		207			7,187		98,690		105,877		31,659		2002	[e]
University Mall
Tampa, FL	$	63,845			13,314		108,230		4,561			13,314		112,791		126,105		25,661		1997	[e]
Weberstown Mall
Stockton, CA	$	19,126			3,237		23,479		7,385			3,298		30,803		34,101		10,424		1998	[e]
Westshore Plaza
Tampa, FL	$	96,804			15,653		145,158		2,300			15,653		147,458		163,111		13,067		2003	[e]
COMMUNITY CENTERS
Knox Village Square
Mount Vernon, OH	$	8,865			865		8,479		423			869		8,898		9,767		3,055	1992		[e]
Morgantown Commons
Morgantown, WV		(g	)		175		7,549		12,364			-		20,088		20,088		6,010	1991		[e]
Ohio River Plaza
Gallipolis, OH					502		6,373		204			461		6,618		7,079		2,643	1989		[e]
Polaris Town Center
Columbus, OH	$	40,953			19,082		38,950		172			19,082		39,122		58,204		6,414		2004	[e]
CORPORATE ASSETS
Glimcher Properties Limited
Partnership					-		1,780		8,238					10,018		10,018		3,838			[e]
Lloyd Ice Rink
OEC									58			-		58		58		37			[e]
University Mall Theater
OEC					-		-		478			-		478		478		472			[e]
					279,433		1,633,049		248,897			291,998		1,869,381		2,161,379		470,397

83

GLIMCHER REALTY TRUST

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

as of December 31, 2005

(dollars in thousands)

		Initial Cost		Costs Capital-ized Sub-sequent to Acquisi-tion	Gross Amounts at Which Carried at Close of Period
Description and Location of Property	Encum-brances [d]	Land	Build- ings and Improve-ments [a]	Improve-ments and Adjust -ments	Land [b]	Build- ings and Improve-ments [c]	Total [b] [c]	Accumu-lated Deprecia-tion	Date Construc-tion Was Com-pleted	Date Acquired	Life Upon Which Depre-ciation in Latest Statement of Opera-tions is Computed

DEVELOPMENTS IN PROGRESS
Georgesville Square
Columbus, OH							$	802		$	402	$	400	$	802
Trans State Development
Cincinnati, OH								8,845			-		8,845		8,845
Jersey Gardens Center
Elizabeth , NJ			$	1,937	$	4,561		(122	)		1,231		5,145		6,376
Meadowview Square
Kent, OH								264			264		-		264
Other Developments				-		-		33,948			-		33,948		33,948
				1,937		4,561		43,737			1,897		48,338		50,235
ASSETS HELD FOR SALE (h)
Eastland Mall
Charlotte, NC	$	44,559		5,357		47,860		285			5,315		48,187		53,502	5,143		2003	[e]
Ayden Plaza
Ayden, NC				138		1,243		36			138		1,279		1,417	374		1994	[e]
East Pointe Plaza
Columbia, SC	$	7,729		1,255		11,294		317			1,229		11,637		12,866	2,519		1996	[e]
Lowe's
Marion, OH				626		2,454		3			626		2,457		3,083	750	1993		[e]
Newberry Square Shopping Center
Newberry, SC				594		5,355		(2,605	)		594		2,750		3,344	1,491		1994	[e]
Pea Ridge Shopping Center
Huntington, WV				687		6,160		487			687		6,647		7,334	2,018		1994	[e]
Scott Town Plaza
Bloomsburg, PA				188		1,730		177			188		1,907		2,095	680		1994	[e]

84

GLIMCHER REALTY TRUST

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

as of December 31, 2005

(dollars in thousands)

 

		Initial Cost		Costs Capital-ized Sub-sequent to Acquisi-tion	Gross Amounts at Which Carried at Close of Period
Description and Location of Property	Encum-brances [d]	Land	Build- ings and Improve-ments [a]	Improve-ments and Adjust -ments	Land [b]	Build- ings and Improve-ments [c]	Total [b] [c]	Accumu-lated Deprecia-tion	Date Construc-tion Was Com-pleted	Date Acquired	Life Upon Which Depre-ciation in Latest Statement of Opera-tions is Computed

Vincennes
Vincennes, IN	$	208	$	1,875	$	21		$	208	$	1,896	$	2,104	$	592	1994	[e]
		9,053		77,971		(1,279	)		8,985		76,760		85,745		13,567
Total	$	290,423	$	1,715,581	$	291,355		$	302,880	$	1,994,479	$	2,297,359	$	483,964

85

GLIMCHER REALTY TRUST

NOTES TO SCHEDULE III

(dollars in thousands)

(a)	Initial cost for constructed and acquired property is cost at end of first complete calendar year subsequent to opening or acquisition.
(b)	The aggregate gross cost of land as of December 31, 2005.
(c)	The aggregate gross cost of building, improvements and equipment as of December 31, 2005.
(d)	See description of debt in Notes 5 and 6 of Notes to consolidated financial statements.
(e)	Depreciation is computed based upon the following estimated weighted average composite lives:
	Buildings and improvements-40 years; equipment and fixtures-five to ten years.
(f)	Properties cross-collateralize the following loan: SAN Mall, L.P.	$33,523
(g)	Properties cross-collateralize the following loan: Morgantown Mall Associates Limited Partnership	$53,381
(h)	Properties were held for sale at December 31, 2005.

Reconciliation of Real Estate

	Year Ended December 31,
	2005			2004			2003
Balance at beginning of year	$	2,250,640		$	2,092,202		$	1,802,207
Additions:
Improvements		109,159			32,684			29,507
Acquisitions		-			261,036			297,398
Deductions		(148,185	)		(135,282	)		(36,910	)
Balance at close of year	$	2,211,614		$	2,250,640		$	2,092,202

Reconciliation of Accumulated Depreciation

	Year Ended December 31,
	2005			2004			2003
Balance at beginning of year	$	435,821		$	394,870		$	332,124
Depreciation expense and other		77,815			95,463			73,107
Deductions		(43,239	)		(54,512	)		(10,361	)
Balance at close of year	$	470,397		$	435,821		$	394,870

The aggregate cost of land and buildings, improvements and equipment for federal income tax purposes is approximately $2,268,443.

86

EX-10.37

                                                                   Exhibit 10.37


          AGREEMENT OF SALE AND PURCHASE AND JOINT ESCROW INSTRUCTIONS
          ------------------------------------------------------------

THIS AGREEMENT OF SALE AND PURCHASE AND JOINT ESCROW INSTRUCTIONS ("Agreement")
is made and entered into as of this 5th day of October, 2005, by and between
PASSCO COLIMA, LLC, a Delaware limited liability company, PASSCO PHM, LLC, a
Delaware limited liability company, PHM-1, LLC, a Delaware limited liability
company, PHM-2, LLC, a Delaware limited liability company, PHM-3, LLC, a
Delaware limited liability company, PHM-4, LLC, a Delaware limited liability
company, PHM-5, LLC, a Delaware limited liability company, PHM-6, LLC, a
Delaware limited liability company, PHM-7, LLC, a Delaware limited liability
company, PHM-8, LLC, a Delaware limited liability company, PHM-9, LLC, a
Delaware limited liability company, PHM-10, LLC, a Delaware limited liability
company, PHM-11, LLC, a Delaware limited liability company, PHM-12, LLC, a
Delaware limited liability company, PHM-13, LLC, a Delaware limited liability
company, PHM-14, LLC, a Delaware limited liability company, PHM-15, LLC, a
Delaware limited liability company, PHM-16, LLC, a Delaware limited liability
company, PHM-17, LLC, a Delaware limited liability company, PHM-18, LLC, a
Delaware limited liability company, PHM-20, LLC, a Delaware limited liability
company, PHM-21, LLC, a Delaware limited liability company, PHM-23, LLC, a
Delaware limited liability company, PHM-24, LLC, a Delaware limited liability
company, PHM-25, LLC, a Delaware limited liability company, PHM-26, LLC, a
Delaware limited liability company, PHM-27, LLC, a Delaware limited liability
company, PHM-28, LLC, a Delaware limited liability company and PHM-29, LLC, a
Delaware limited liability company, each as tenants in common(referred to herein
collectively as the "Seller"), and (B) GLIMCHER PROPERTIES LIMITED PARTNERSHIP,
a Delaware limited partnership (the "Buyer"). In consideration of the mutual
agreements contained in this Agreement and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Seller agrees to sell, and Buyer desires to purchase, the Property described
below, for the Purchase Price and upon the terms and conditions set forth below:


                                    ARTICLE 1
                                    ---------

                 CERTAIN DEFINITIONS AND FUNDAMENTAL PROVISIONS
                 ----------------------------------------------

This Article 1 sets forth certain definitions and fundamental provisions for
purposes of this Agreement.

     1.1 "Buyer's Address" means:

          Glimcher Properties Limited Partnership
          150 East Gay Street
          Columbus, OH 43215
          Attn:  General Counsel
          Facsimile:  614-621-8863
          Telephone No.: 614-887-5621

     1.2 "Closing Date" means thirty (30) days from the expiration of the
Inspection Period (or any other date which is approved in writing by both Buyer
and Seller) (as such date may be extended in accordance with the provisions of
Section 3.6 and Section 3.7 hereinbelow).

     1.3 "Deposit" means collectively: (a) Two Million Dollars ($2,000,000.00)
(the "Initial Deposit"), and (b) One Million Dollars ($1,000,000.00) (the
"Additional Deposit"). The Deposit shall be increased by all interest actually
accrued thereon while held by the Escrow Holder.



     1.4 "Effective Date" means the date of mutual execution of this Agreement
(which date shall be confirmed in writing to the Buyer and the Seller by the
Escrow Holder upon receipt of fully executed copies of this Agreement).

     1.5 "Escrow Holder" means Chicago Title Company, whose address is:

         Chicago Title Company
         16969 Von Karman Avenue, Suite 200
         Irvine, California 92606
         Attn: Lorri Beasley
         Facsimile: (949) 263-0536
         Telephone No.: (949) 263-2544

     1.6 "Inspection Period" means the period commencing on the Effective Date
and ending at 5:00 p.m., P.S.T., on the date that is thirty (30) calendar days
following the Effective Date.

     1.7 "Property" means, collectively, the Real Property, and all of Seller's
right, title and interest, if any, in the Contracts, the Intangible Property,
the Leases, the Personal Property and the Security Deposits, as such terms are
defined below.

          1.7.1 "Real Property" means the Land and the Improvements consisting
of an indoor mall commonly known as "Puente Hills Mall", and located at 1600
South Azusa Avenue, City of Industry, County of Los Angeles, California.

          1.7.2 "Land" means that certain land more particularly described on
Exhibit "A" attached hereto, together with all right, title and interest of
Seller in and to all easements in or upon such land and all other rights and
appurtenances belonging or in anywise pertaining to such land.

          1.7.3 "Improvements" means all structures, improvements and fixtures
located on the Land.

          1.7.4 "Contracts" means all assignable service, supply, maintenance
and construction contracts, if any, relating to the Real Property or Personal
Property.

          1.7.5 "Intangible Property" means all assignable intangible personal
property, if any, owned by Seller on the Closing Date, including the right to
use the current names, logos, trademarks and trade names of the Real Property
(but not of the Seller or its affiliates, parents or subsidiaries) and all
licenses, permits and certificates of occupancy issued by governmental
authorities relating to the use, maintenance, occupancy and/or operation of the
Real Property and Personal Property.

          1.7.6 "Leases" means any tenant leases directly affecting the Real
Property on the Closing Date.

          1.7.7 "Personal Property" means all fixtures, furniture, carpeting,
draperies, appliances, building supplies, equipment, machinery, inventory, and
other tangible items of personal property owned by Seller and affixed, attached
to, placed or situated upon the Real Property and used in connection with the
ownership of the Real Property. Personal Property does not include any items of
personal property which are either (a) leased to Seller, or (b) owned by third
parties or Tenants.


                                      -2-


          1.7.8 "Security Deposits" means all refundable security deposits of
tenants at the Property (the "Tenants"), if any, held by and in the possession
of Seller.

     1.8 "Purchase Price" means One Hundred Seventy Million Five Hundred
Thousand Dollars ($170,500,000.00).

     1.9 "Seller's Address" means:                With copies to:

         c/o Passco Real Estate Enterprises, Inc.  Bouza, Klein & Goosenberg
         96 Corporate Park, Second Floor           950 South Flower Street,
         Irvine, California 92606                  Suite 100
         Attn: Mr. Gary L. Smith                   Los Angeles, California 90015
         Facsimile: (949) 442-2490                 Attn: Michael J. Kaminsky
         Telephone No.: (949) 442-1000             Facsimile: (213) 488-1316
                                                   Telephone No.: (213) 488-0675

     1.10 "Title Company" means Flager Title Company, whose address is:

          Flager Title Company
          5 Harvard Circle, Suite 110
          West Palm Beach, FL  33409
          Attn: Roger Gamblin
          Facsimile: 561-686-5039
          Telephone No.: 561-687-1300

                                    ARTICLE 2
                                    ---------

                                  CONSIDERATION
                                  -------------

     2.1 Purchase Price. The Purchase Price to be paid by Buyer to Seller for
the sale and conveyance of the Property is specified in Section 1.8, and shall
be payable (after accounting for the entire Deposit and the outstanding
principal balance of the "Greenwich Capital Loan" [as hereinafter defined]) to
Seller at the closing of the transaction contemplated hereby ("Closing") by wire
transfer in immediately available federal funds, which funds must be delivered
in a manner to permit Escrow Holder to deliver good funds to the Seller or its
designee on the Closing Date. It is estimated that the balance of the Greenwich
Capital Loan is currently $89,136,443.00.

     2.2 Deposit. On or prior to the date which is two (2) business days
following the Effective Date, Buyer shall deposit with Escrow Holder, by wire
transfer of immediately available federal funds, the Initial Deposit. If Buyer
does not properly terminate this Agreement on or before the expiration of the
Inspection Period, Buyer shall, prior to the expiration of the Inspection
Period, deposit with Escrow Holder, by wire transfer of immediately available
federal funds, the Additional Deposit. The Initial Deposit shall remain
refundable until the expiration of the Inspection Period. The Additional Deposit
shall be non-refundable upon deposit into Escrow (except in the event of
Seller's default under the Agreement). Upon receipt, Escrow Holder shall deposit
the Initial Deposit into an interest-bearing money market account maintained at
a federally insured state or national bank located in California. All interest
earned shall be reported to the Internal Revenue Service as income of Buyer.
Buyer shall promptly execute all forms reasonably requested by Escrow Holder in
connection with depositing the Initial Deposit in an interest-bearing account.
Upon the Buyer's delivery of the Additional Deposit, the entire Deposit
(including the Initial Deposit and the Additional Deposit) shall become
non-refundable (except in the event of Seller's default under the Agreement).


                                      -3-


     2.3 Disposition of Deposit. If the transaction contemplated hereby is
consummated in accordance with the terms and provisions hereof, the entire
Deposit shall be credited against the Purchase Price at Closing. If this
Agreement is terminated by either Seller or Buyer as specifically set forth in
this Agreement, Escrow Holder shall deliver the entire portion of the Deposit
then held by Escrow Holder to the party hereto entitled to same pursuant to the
applicable terms of this Agreement pertaining to such termination.


                                    ARTICLE 3
                                    ---------

                   CONDITIONS PRECEDENT; INSPECTION AND TITLE
                   ------------------------------------------

     3.1 Buyer's Inspections.

          3.1.1 Inspections, Tests and Studies. Seller shall permit Buyer and
its authorized agents and representatives to enter upon the Real Property at all
reasonable times (and upon prior written notice to Seller) during normal
business hours to inspect and conduct tests and studies of the Real Property.
Buyer shall notify Seller, in writing, of its intention, or the intention of its
agents or representatives, to enter the Real Property at least forty-eight (48)
hours prior to such intended entry, and obtain Seller's prior written consent to
any inspections, studies and tests to be conducted (which consent shall not be
unreasonably withheld). At Seller's option, Seller may be present for any
inspection, test or study. Buyer shall bear the cost of all inspections, tests
and studies. Notwithstanding the foregoing or anything herein to the contrary,
in no event shall Buyer (i) make any intrusive physical testing (environmental,
structural or otherwise) at the Property (such as soil borings, water samples
and the like) without Seller's prior written consent, or (ii) contact any Tenant
without Seller's prior written consent.

          3.1.2 Buyer's Delivery of Information to Seller. As additional
consideration for the transaction contemplated herein, Buyer agrees that, at
Buyer's expense, it will provide Seller, promptly following the receipt of same
by Buyer, copies of any and all reports, tests, studies and test results
obtained by Buyer or prepared by or on behalf of Buyer with respect to the
Property, including, without limitation, those involving the structural,
geologic, environmental or other condition of or relating to the Property
(collectively, "Buyer's Information"). Seller hereby acknowledges that Buyer has
not made and does not make any warranty or representation regarding the truth or
accuracy of any Buyer's Information, except as expressly set forth in Section
5.6 of this Agreement.

     3.2 Document Review.

          3.2.1 Documents. Within five (5) business days following the Effective
Date, Seller shall deliver to Buyer the documents and materials regarding the
Property set forth on Exhibit "E" hereto, to the extent the same are in Seller's
possession. In addition, during the Inspection Period and following at least
forty-eight (48) hours' prior written notice from Buyer, Seller agrees to allow
Buyer, its authorized agents or representatives, at Buyer's expense, to inspect
at Seller's offices in Irvine, California, and make copies of any other
documents and property records (other than the Excluded Documents, as defined
below) relating exclusively to the Seller's ownership and operation of the
Property, but only if and to the extent such documents and property records are
in Seller's possession. All documents and property records delivered to, made
available to, copied and/or reviewed by Buyer pursuant to this Section 3.2
(including the Leases and Contracts, if any) shall sometimes be referred to
collectively herein as the "Documents". Notwithstanding anything in this
Agreement to the contrary, Seller shall have no obligation to make available to
Buyer, and Buyer shall have no right to inspect or make copies of, any of the
Excluded Documents. As used herein, "Excluded Documents" shall mean any
documents involving either Seller's financing or refinancing of the Property,
any purchase and escrow agreements and correspondence pertaining to Seller's


                                      -4-


acquisition of the Property, any documents pertaining to the potential
acquisition of the Property by any past or prospective purchasers, any third
party purchase inquiries and correspondence, appraisals of the Property,
internal budgets or financial projections, and any other internal documents.

          3.2.2 Proprietary Information. Buyer acknowledges and agrees that the
Documents are proprietary and confidential in nature and have been or will be
made available to Buyer solely to assist Buyer in determining the feasibility of
purchasing the Property. Buyer agrees not to disclose the Documents or any of
the provisions, terms or conditions thereof, nor shall Buyer disclose any of
Buyer's Information, to any party outside of Buyer's organization except (i) to
Buyer's attorneys, accountants, lenders, prospective lenders, investors and/or
prospective investors (collectively, the "Permitted Outside Parties"), or (ii)
as may be required by law. Buyer further agrees to notify all Permitted Outside
Parties that the Documents and Buyer's Information are to be kept confidential
and not disclosed to third parties. In permitting Buyer and the Permitted
Outside Parties to review the Documents to assist Buyer, Seller has not waived
any privilege or claim of confidentiality with respect thereto, and no third
party benefits or relationships of any kind, either expressed or implied, have
been offered, intended or created by Seller and any such claims are expressly
rejected by Seller and waived by Buyer.

          3.2.3 Return of Documents. Buyer shall return to Seller all of the
Documents and any and all copies Buyer has made of the Documents, together with
all of Buyer's Information not previously delivered to Seller, at such time as
this Agreement is terminated for any reason, which obligation shall survive such
termination.

          3.2.4 No Representation or Warranty By Seller. Buyer acknowledges that
many of the Documents were prepared (a) by third parties other than Seller,
and/or (b) prior to Seller's ownership of the Property. Buyer further
acknowledges, confirms, and agrees that, except as expressly set forth in
Section 5.6 of this Agreement: (i) neither Seller nor any of its partners,
agents, employees or contractors has made any warranty or representation
regarding the truth, accuracy or completeness of any of the Documents or the
source(s) thereof, and Buyer has not relied on the truth or completeness of the
Documents, and (ii) Seller has not undertaken any independent investigation as
to the truth, accuracy or completeness of the Documents and is providing the
Documents or making the Documents available to Buyer solely as an accommodation
to Buyer.

     3.3 Title. Promptly following Effective date, the Title Company shall
deliver to Buyer: (i) a preliminary title report (the "PTR") for the Real
Property, issued by the Title Company; and (ii) a photocopy of all documents
("Title Documents") describing all Schedule B title exceptions shown on the PTR.
Buyer shall have until the last day of the Inspection Period to satisfy itself
regarding the condition of title to the Property. Buyer's delivery of the
Additional Deposit to the Escrow Holder shall conclusively be deemed to
constitute Buyer's acceptance of all title matters relating to the Property,
including, without limitation, all exceptions to title shown on the PTR and all
matters (if any) disclosed by any survey prepared by or on behalf of Buyer,
other than matters first appearing of record after the date of the PTR.
Notwithstanding the preceding, but subject to the provisions set forth in
Section 3.7 hereinbelow, at the Closing, Seller shall pay in full (or cause to
be paid in full) all loans which (a) have been obtained by Seller, and (b) are
recorded against the Property.

     3.4 Inspection Obligations.

          3.4.1 Buyer's Responsibilities. In conducting any investigations,
inspections, tests and studies of the Property and/or Documents, Buyer and its
agents and representatives shall: (i) comply with all terms of the Leases
regarding entry rights and obligations of third parties and not disturb the
tenants or interfere with their use of the Property pursuant to the Leases; (ii)
not interfere with the operation, use and maintenance of the Property; (iii) not
damage any part of the Property or any personal property owned or held by any


                                      -5-


tenant or any third party; (iv) not injure or otherwise cause bodily harm to
Seller or any of its partners, agents, contractors and employees, or any tenant
or other third party; (v) maintain commercial general liability (occurrence)
insurance in the amount of One Million Dollars ($1,000,000) and on terms
otherwise satisfactory to Seller covering any accident arising in connection
with the presence of Buyer, its agents and representatives on the Real Property
and shall deliver a certificate of insurance verifying such coverage to Seller
prior to any entry upon the Real Property; (vi) promptly pay when due the costs
of all tests, investigations, studies and examinations done with regard to the
Property; (vii) not permit any liens to attach to the Property by reason of the
exercise of its rights hereunder; (viii) fully restore the Real Property and
Personal Property to the condition in which the same was found before any such
inspections, tests or studies were undertaken; and (ix) not reveal or disclose
any information obtained prior to Closing concerning the Property to anyone
outside Buyer's organization except in accordance with the confidentiality
standards set forth in Section 3.2 above.

          3.4.2 Buyer's Indemnity. Buyer shall indemnify, defend, protect and
hold Seller and its agents, employees and contractors harmless from and against
any and all liens, claims, losses, liabilities, damages, costs, expenses, causes
of action and expenses (including reasonable attorneys' fees and court costs)
arising out of (i) Buyer's inspections, tests and/or studies of the Property and
Documents, and/or (ii) any violation by Buyer of the provisions of this Section
3. Notwithstanding any provision to the contrary contained in this Agreement,
Buyer's obligations and indemnity set forth in Section 3.2 and this Section 3.4
shall survive the Closing or earlier termination of this Agreement and shall not
be merged with the Deed (as defined below) or any other Closing documents.

     3.5 Additional Deposit Delivery; Termination. In the event that, on or
prior to the expiration of the Inspection Period, Buyer elects to approve all
matters relating to the Property, Buyer shall deliver the Additional Deposit to
the Escrow Holder. Buyer's delivery of the Additional Deposit to the Escrow
Holder shall be conclusive evidence of Buyer's approval of each and every aspect
of the Property, including, without limitation, (a) the structural, physical and
environmental condition of the Property, (b) all Property Leases and Contracts,
(c) Buyer's financial analyses of the Property, and (d) all title and survey
matters; provided, however, that the foregoing shall not release Seller from
liability for the breach of any of the representations and/or warranties of
Seller pursuant to Section 5.6 of this Agreement. If, however, Buyer shall fail
to deliver the Additional Deposit to the Escrow Holder on or prior to the last
day of the Inspection Period, then this Agreement and the Escrow shall
automatically terminate. Upon such termination, neither Seller nor Buyer shall
have any further obligation or liability to the other hereunder (except as
otherwise specifically set forth in this Agreement), and the Initial Deposit
(plus all interest actually accrued thereon while held by Escrow Holder) shall
be returned to Buyer. Upon Buyer's delivery of the Additional Deposit to Escrow,
the entire Deposit shall become and remain non-refundable (except in the event
of Seller's default hereunder).

     3.6 Estoppel Certificates. Within five (5) days after the expiration of the
Inspection Period, Seller shall forward an estoppel certificate to all Property
tenants, substantially in the form of Exhibit "B" attached to this Agreement (or
the agreed form of estoppel that is attached to a Property tenant's lease)
containing information that is consistent with the information set forth in the
applicable tenant lease, and thereafter use reasonable efforts to obtain, prior
to the Closing Date, executed tenant estoppel certificates (the "Estoppel
Certificates") from all of the then-current Property tenants. Notwithstanding
anything to the contrary contained in this Agreement, in no event shall Seller
be in default hereunder for its failure to obtain all or any of the Estoppel
Certificates, provided, however, that it shall be a condition precedent to
Buyer's obligation to purchase the Property (which may be waived by Buyer) that
prior to the Closing Date, Seller deliver to Buyer: (a) an executed Estoppel
Certificate for tenants occupying not less than seventy (70%) of the inline
rentable square footage of the Property; and (b) an executed Estoppel
Certificate from eighty percent (80%) of the Major Anchor Tenants (defined as
any tenant leasing 19,000 square feet or more of floor space on the Property)
(the "Required Tenant Estoppels"). Notwithstanding anything herein to the
contrary, in the event that Seller has been unable to obtain (and deliver to


                                      -6-


Buyer) the Required Tenant Estoppels at least five (5) days prior to the Closing
Date, and Buyer is not willing to waive the Required Tenant Estoppel condition,
then Seller shall have the right to delay the Closing Date by up to thirty (30)
days in order to attempt to obtain the missing Required Tenant Estoppels.

     3.7 Assumption of Greenwich Capital Loan. The Property is currently
encumbered by a loan (the "Greenwich Capital Loan") from Greenwich Capital
Finance Products, Inc., which has been assigned to LaSalle Bank National
Association, as Trustee for the Registered Holders of Greenwich Capital Funding
Corp., Commercial Mortgage Trust 2003-C1, Commercial Mortgage Pass-Through
Certificates, Series 2003-C1 ("Existing Lender"), evidenced by a promissory note
dated May 9, 2003 in the original principal amount of Ninety Two Million Dollars
($92,000,000.00) (the "Existing Note"), and secured by a Deed of Trust,
Assignment of Rents and Security Agreement dated May 9, 2003 (the "Existing Deed
of Trust"). The Existing Note, the Existing Deed of Trust and all other
documents executed in connection with the Greenwich Capital Loan are sometimes
hereinafter collectively referred to as the "Greenwich Capital Loan Documents."
Within twenty-four (24) hours of the Effective Date, Seller shall contact the
Existing Lender and request the Existing Lender to start the approval process as
quickly as possible. Promptly following mutual execution of this Agreement,
Buyer shall apply to the Existing Lender for the assumption of the Greenwich
Capital Loan with a release of Seller from any and all obligations under the
Greenwich Capital Loan and the Existing Loan Documents, respectively, including
any personal guarantees thereunder. Buyer shall diligently pursue and use
commercially reasonable efforts to obtain approval of the foregoing assignments,
assumptions and releases. Buyer shall keep Seller informed, upon Seller's
reasonable written request, as to the progress of the assignment of the
Greenwich Loan process. Seller shall fully cooperate with the Existing Lender
and Buyer to complete the approval process and shall promptly provide to Buyer
and Existing Lender any documents or reports in Seller's possession requested by
Existing Lender to review and grant such approval. Buyer shall provide Seller
with written confirmation that the Existing Lender has approved the foregoing
assignments, assumptions and releases within one (1) business day following
receipt by Buyer of such approvals. In the event that Buyer and Existing Lender
(or its loan servicer, as applicable) agree on assumption documents as set forth
above, then on or prior to the date on which Buyer assumes the Greenwich Capital
Loan, Buyer shall pay any assumption fee required by the Existing Lender (or the
loan servicer), and Seller shall pay all other costs related to the proposed
assumption, including all out-of-pocket costs and expenses incurred by Existing
Lender and the loan servicer, which may include, without limitation, attorneys
fees and title costs. Notwithstanding anything contained herein to the contrary,
Seller and Buyer agree that Seller's obligation to pay the foregoing Existing
Lender costs related to the proposed assumption, including all out-of-pocket
costs and expenses incurred by Existing Lender and the loan servicer, shall not
exceed the aggregate sum of Seventy Five Thousand Dollars ($75,000) and Buyer
shall pay any and all other such costs in excess of Seventy Five Thousand
Dollars ($75,000). If Buyer fails to obtain Existing Lender's consent to Buyer's
assumption of the Greenwich Capital Loan Documents or Buyer disapproves the
assumption documents or the Greenwich Capital Loan Documents on or prior to
twenty five (25) days following the end of the Inspection Period (the "Loan
Assumption Date"), and provided that Buyer (i) is proceeding with good faith to
obtain Existing Lender approval to the Buyer's assumption of the Greenwich
Capital Loan, and (ii) has provided Seller (prior to the Loan Assumption Date)
with a written status report of the progress Buyer has made toward obtaining
loan assumption approval, Buyer shall have until thirty (30) days after the Loan
Assumption Date (the "Outside Assumption Date") to obtain Existing Lender's
consent to Buyer's assumption of the Greenwich Capital Loan Documents and the
Closing Date shall be extended for thirty (30) days. However, if, despite using
its commercially reasonable good faith efforts, Buyer fails to obtain Existing
Lender's consent to Buyer's assumption of the Greenwich Capital Loan Documents
or Buyer reasonably disapproves the assumption documents required by the
Existing Lender on or prior to the Outside Assumption Date, this Agreement shall
terminate automatically on the Outside Assumption Date, in which event the
Deposit shall be returned to Buyer and neither party shall have any further
rights or obligations hereunder (except as otherwise specifically set forth in
this Agreement to the contrary). Buyer hereby specifically confirms and
acknowledges that if the proposed assumption of the Greenwich Capital Loan is
timely approved in accordance with the terms of this Section 3.7, but Buyer


                                      -7-


fails to close the transaction prior to the Closing Date for any reason other
than (x) Seller's default hereunder, or (y) Buyer's exercise of any other
termination right specifically set forth in this Agreement, Buyer shall have no
right to the return of the Deposit, which shall be immediately retained by
Seller as liquidated damages (and Seller's sole and exclusive remedy) for
Buyer's failure to perform under this Agreement.

     Seller's obligation to complete the sale of the Property to Buyer is
expressly conditioned upon (a) Seller obtaining a full release (for all time
periods from and after the Closing Date) from all obligations under the
Greenwich Capital Loan Documents (including, without limitation, a release of
any guarantor or indemnitor in connection therewith), and Seller shall not be
obligated to sell the Property to Buyer unless Seller (and all guarantors and
indemnitors) obtains such a release, and (b) Seller agreeing to and approving
(in Seller's reasonable discretion) the terms and conditions of any documents
required by the Existing Lender (and/or its servicer) to be executed by the
Seller and/or the Seller's guarantors and/or indemnitors in connection with the
sale of the Property and/or the assignment and assumption of the Greenwich
Capital Loan Documents. In that regard, Buyer agrees that one or more
financially responsible entities, principals or affiliates of Buyer acceptable
to Lender shall execute and deliver all required substitute indemnities and
guaranties if and to the extent the same is required by Lender in order to cause
Seller and any existing indemnitors and guarantors to be released from all
obligations relating to the existing Greenwich Capital Loan for all matters
accruing from and after the Closing Date.

     If required by the Lender, the Buyer shall form one or more new
single-purpose, single asset, bankruptcy remote entities for purposes of
acquiring title to the Property.

     Buyer and Seller acknowledge and agree that neither party shall have any
liability to the other in the event that the Lender does not consent to the
Greenwich Capital Loan assumption (unless a party either (a) violated the
provisions of this Section 3.7, or (b) did not act reasonably in connection with
the proposed assignment and assumption).

     3.8 Assignment and Assumption of Owner Participation Agreement. The
Property is currently subject to an Owner Participation Agreement by and between
the Industry Urban-Development Agency, a California redevelopment agency (the
"Agency") dated July 5, 2000, as amended (the "OPA") pursuant to which the
Agency agreed, among other covenants and conditions, to make a certain loan to a
prior owner of the Property to assist with the redevelopment of the Property.
Within twenty-four (24) hours of the Effective Date, Seller shall contact the
Agency and request the Agency to start the approval process as quickly as
possible. Promptly following mutual execution of this Agreement, Buyer shall
apply to the Agency for the assumption of the OPA with a release of Seller from
any and all obligations arising under the OPA from and after the Closing Date,
including any personal guarantees thereunder. Buyer shall diligently pursue and
use commercially reasonable efforts to obtain approval of the foregoing
assignments, assumptions and releases. Buyer shall keep Seller informed, upon
Seller's reasonable written request, as to the progress of the assignment of the
OPA process. Seller shall fully cooperate with the Agency and Buyer to complete
the approval process and shall promptly provide to Buyer and Agency any
documents or reports in Seller's possession requested by Agency to review and
grant such approval. Buyer shall provide Seller with written confirmation that
the Agency has approved the foregoing assignments, assumptions and releases
within one (1) day following receipt by Buyer of such approvals. Seller agrees
that Seller shall pay (i) any assumption fee required by the Agency, (ii) all
costs related to the proposed assumption, (iii) all out-of-pocket costs and
expenses incurred by the Agency, which may include, without limitation,
attorneys fees and title costs, and (iv) all fees and/or costs required by the
Agency to process and complete the OPA assumption (provided that Seller shall
not be required to pay legal fees incurred by OPA in connection with Buyer's
negotiation of the applicable assignment and assumption documents, which legal
fees shall be borne by Buyer).


                                      -8-


                                    ARTICLE 4
                                    ---------

                               ESCROW AND CLOSING
                               ------------------

     4.1 Opening. An escrow (the "Escrow") shall be opened with Escrow Holder by
delivering a fully executed copy of this Agreement to Escrow Holder at the
Escrow Holder's address specified in Section 1.5. Buyer and Seller also agree to
execute (a) any additional or supplementary instructions as may be necessary to
close the transaction contemplated hereby, and (b) Escrow Holder's standard or
pre-printed escrow instructions, but only to the extent all of the same are
consistent with this Agreement; provided however, any such additional,
supplementary and/or pre-printed or standard instructions shall not supersede or
conflict with this Agreement, and any such conflict shall be governed by the
terms of this Agreement.

     4.2 Closing Date. The Closing shall occur through Escrow on the Closing
Date (as the same may be extended by Seller pursuant to the provisions of this
Agreement).

     4.3 Seller's Deliveries. Prior to the Closing Date, Seller shall deliver to
Escrow Holder the following:

          4.3.1 A grant deed in the form attached hereto as Exhibit "C" (the
"Deed"), executed and acknowledged by Seller, conveying title to the Real
Property to Buyer;

          4.3.2 Two (2) counterpart originals of a bill of sale and general
assignment in the form attached hereto as Exhibit "D" (the "Bill of Sale"),
executed by Seller;

          4.3.3 Certifications required by the Foreign Investors Real Property
Tax Act, as amended, and the California Revenue and Taxation Code Section 18805
et seq., (the "Non-Foreign Certificates"), executed by Seller;

          4.3.4 Two (2) counterpart original loan assumption agreements between
Seller, Buyer and Greenwich Capital pursuant to the terms of Section 3.7,
executed and acknowledged Seller;

          4.3.5 Two (2) counterpart original OPA assumption agreements between
Seller, Buyer and the Agency pursuant to the terms of Section 3.8, executed and
acknowledged by Seller;

          4.3.6 A certified rent roll;

          4.3.7 Seller's reaffirmation of its representations and warranties
under Section 5.6 of this Agreement;

          4.3.8 All keys for office or tenant space at the Property not occupied
by tenants.

          4.3.9 An Assignment and Assumption of that certain Ground Lease dated
September 23, 1969, between Seller as lessee and Jean Marie Erramouspe, et al.,
as lessor ("Ground Lease"), in the form atached hereto as Exhibit "I";

          4.3.10 Such other documents as may be reasonably required by Escrow
Holder or Title Company in order to close the transaction contemplated by this
Agreement.


                                      -9-


     4.4 Buyer's Deliveries. Prior to the Closing Date, Buyer shall deliver to
Escrow Holder the following:

          4.4.1 The Purchase Price, plus all net prorations, closing costs and
other funds required to be paid or provided by Buyer under this Agreement (all
monies Buyer is required to deliver shall be wired to the account designated by
Escrow Holder and available for disbursement no later than 12 noon PST, on the
day prior to the Closing Date); 4.4.2 Two (2) counterpart originals of the Bill
of Sale, executed by Buyer;

          4.4.3 Two (2) counterpart original loan assumption agreements between
Seller, Buyer and Greenwich Capital pursuant to the terms of Section 3.7,
executed and acknowledged Buyer and Greenwich Capital;]

          4.4.4 Two (2) counterpart original OPA assumption agreements between
Seller, Buyer and the Agency pursuant to the terms of Section 3.8, executed and
acknowledged by Buyer and the Agency;

          4.4.5 Two (2) counterpart originals of the Assignment and Assumption
of Ground Lease; and

          4.4.6 Such other documents as may be reasonably required by Escrow
Holder or Title Company in order to close the transaction contemplated by this
Agreement.

     4.5 Prorations. The following items shall be prorated between Seller and
Buyer at the Closing by increasing or decreasing, as the case may be, the funds
to be delivered by Buyer at the Closing, with all items pertaining to the month
of Closing to be prorated based on the actual number of days in the month in
which the Closing occurs:

          4.5.1 Real property taxes, assessments and personal property taxes
with respect to the Property shall be prorated based upon the latest available
tax information such that Seller shall be responsible for all such taxes and
assessments levied against the Property to and including the day prior to the
Closing, and Buyer shall be responsible for all such taxes and assessments
levied against the Property for the date of Closing and all periods thereafter.
Any real property taxes and assessments arising out of the sale of the Real
Property to Buyer or its assignee or a subsequent sale or change in ownership
thereafter, and/or arising out of any construction pertaining to the Real
Property following the Closing, shall be paid by Buyer when assessed.

          4.5.2 Subject to Section 4.5.3 below, all costs and expenses with
respect to the operation and maintenance of the Property, including, without
limitation, under any Contracts, utilities not billing directly to the Tenants
under the Leases, and all assessments, dues or other charges due under any
covenants, conditions and restrictions against the Property, shall be prorated
such that Seller shall be responsible for all such costs and expenses to and
including the day prior to the Closing and Buyer shall be responsible for all
such costs and expenses for the date of Closing and all periods thereafter.
Seller agrees to deliver detailed information concerning all such expenses to
Buyer as reasonably requested by Buyer. Buyer shall take all steps necessary to
effectuate the transfer of all utilities to its name as of the date of Closing,
and where necessary, post deposits with the utility companies. Buyer and Seller
shall cooperate to have all utility meters read by the appropriate utility
companies as of the date of Closing. Seller shall be entitled to recover any and
all deposits held by any utility companies as of the date of Closing.


                                      -10-


          4.5.3 All rents, reimbursements, income, revenue and other charges
pertaining to Leases or otherwise with respect to the Property (collectively,
"Revenues") actually collected by Seller on or prior to the Closing shall be
prorated such that Seller shall be entitled to all such Revenues accruing up to
and including the day prior to the Closing, and Buyer shall be entitled to all
Revenues for the date of Closing and all periods thereafter. However, there
shall be no adjustment of the amount of funds to be delivered by Buyer at the
Closing for Revenues from the Property which are attributable to the periods
prior to and including the day prior to the Closing but which have not actually
been collected by Seller as of the date of Closing (hereinafter called the
"Delinquent Revenues"), although Seller shall be entitled to receive all such
Delinquent Revenues as provided hereinbelow. All Revenues which are collected by
Buyer or Seller on or after the Closing shall be allocated as follows: first, to
any past due amounts owing to the Buyer for the periods following the Closing
Date, second, to the month in which the Closing occurs, and third, to any
Delinquent Revenues not theretofore received by Seller for the periods prior to
the Closing Date. Buyer agrees to use reasonable efforts to collect on behalf of
Seller all Delinquent Revenues. Any Delinquent Revenues (including any Revenues
allocated to Delinquent Revenues, as provided hereinabove) collected by Buyer
after the Closing Date shall be promptly paid by Buyer to Seller.
Notwithstanding any provision of this Agreement to the contrary, if reasonable
attempts of Buyer to do so on Seller's behalf fail, Seller shall be entitled to
attempt to collect all Revenues which either (a) became due prior to the
Closing, or (b) related to periods prior to the Closing but were not due and
payable until after the Closing, from the Tenants, guarantors or other third
parties responsible for the payment of such Revenues, provided, however, after
the Closing, Seller shall not be entitled to pursue eviction proceedings or
other actions to dispossess any Tenant in connection with any such collection
efforts.

          4.5.4 Seller shall retain the Security Deposits, if any, and the
amount thereof shall be credited to the Purchase Price.

          4.5.5 Within three (3) months following the Closing (or such earlier
date after the Closing when such figures are available), Seller and Buyer shall
reprorate real and personal property taxes and other items of income and
expenses based upon actual bills or invoices received after the Closing (if
original prorations were based upon estimates) and any other items necessary to
effectuate the intent of the parties that all income and expense items be
prorated as provided above in this Section 4.5. Any reprorated items shall be
promptly paid to the party entitled thereto.

          4.5.6 Within five (5) months following the end of the year in which
Closing occurs, Buyer shall prepare 2005 year-end reconciliation statements for
all tenants of the Property, and Seller and Buyer shall again reprorate all
items of income and expenses for the year of Closing based upon the actual
amount of such expenses and payments from tenants of their estimated shares
thereof, and any other items necessary to effectuate the intent of the parties
that all income and expense items be prorated as provided above in this Section
4.5. Any reprorated items shall be promptly paid to the party entitled thereto.

          4.5.7 The provisions of this Section 4.5 shall survive Closing.

     4.6 Actions of Escrow Holder. On the Closing, Escrow Holder shall promptly
undertake all of the following in the manner hereinbelow indicated:

          4.6.1 Disbursement of Funds. Escrow Holder shall disburse all funds
deposited with Escrow Holder by Buyer as follows (and in the following order):

               4.6.1.1 Pay all closing costs which are to be paid through Escrow
(including, without limitation, recording fees, brokerage commissions, Title
Policy charges and escrow fees).

               4.6.1.2 After deducting therefrom all of the items covered by
Section 4.6.1.1 above which are chargeable to the account of Seller (as provided


                                      -11-


in Section 4.8 below), and either deducting therefrom or adding thereto (as
appropriate) the net amount of the prorations pursuant to Section 4.5 above,
disburse the Purchase Price to Seller in accordance with separate wiring
instructions to be delivered to Escrow Holder by Seller.

               4.6.1.3 Disburse any remaining funds to Buyer in accordance with
separate wiring instructions to be delivered to Escrow Holder by Buyer.

          4.6.2 Recordation. Cause the Deed (with documentary transfer tax, if
any, to be shown by a separate, unrecorded affidavit) and any other documents
which the parties hereto may mutually direct to be recorded in the Official
Records of the county wherein the Property is located, and obtain conformed
copies thereof for distribution to Buyer and Seller.

          4.6.3 Deliveries by Escrow Holder. Escrow Holder shall:

               4.6.3.1 Combine each of the two (2) original counterparts of the
Bill of Sale, the loan assumption agreements for the Greenwich Capital Loan, and
the OPA assumption agreement, into two (2) separate fully executed originals,
and deliver one (1) fully executed original of the Bill of Sale, the loan
assumption agreements for the Greenwich Capital Loan, and the OPA assumption
agreements each to the Seller and to the Buyer; and

               4.6.3.2 Deliver the Non-Foreign Certificate to Buyer.

               4.6.3.3 Deliver to Buyer Seller's certified rent roll

               4.6.3.4 Deliver to Buyer Seller's reaffirmation of its
representations and warranties under Section 5.6 of this Agreement.

     4.7 Seller's Deliveries to Buyer. Upon confirmation of the Closing, Seller
shall deliver to Buyer (i) possession of the Real Property and Personal
Property, subject to the matters set forth in Section 3.3 above.

     4.8 Closing Costs. Any escrow fee charged by Escrow Holder shall be paid
one-half (1/2) by Seller and one-half (1/2) by Buyer. Upon the Closing, Seller
shall pay (a) all transfer taxes assessed on the recording of the Deed, and (b)
the title insurance premiums (at a rate not in excess of standard issue rates)
attributable to CLTA standard coverage. Upon the Closing, Buyer shall pay (i)
the fee for the recording of the Deed and any other documents, (ii) the premiums
for the title policy to be issued to Buyer in excess of CLTA standard coverage,
as well as any costs attributable to ALTA coverage in connection therewith or
for other so-called "extended coverage" (to the extent any of the foregoing is
requested by Buyer), the cost of any lender's title policy and the cost of all
title endorsements issued in connection with the title policy and lender's title
policy, (iii) the cost of any survey(s) obtained by the Buyer, and (iv) the
costs of any inspections, studies or tests Buyer authorizes or conducts. Except
as otherwise provided in Section 6.3, each party shall be responsible for the
payment of its own attorneys' fees incurred in connection with the transaction
which is the subject of this Agreement.

     4.9 Real Estate Commissions. At Closing (but only in the event of a Closing
in strict accordance with this Agreement), Seller agrees to pay (a) a real
estate commission to Faris Lee Investments ("Faris Lee") in accordance with a
separate agreement between the Seller and Faris Lee, and (b) a fee to Passco
Property Management, Inc. (or its affiliate) ("PPM") in accordance with internal
documents executed between the Sellers and PPM. Except as set forth in this
Section 4.9, each party hereto hereby represents and warrants to the other party
that no real estate brokerage commission is payable to any person or entity in
connection with the transaction contemplated herein based upon any dealings or


                                      -12-


actions by the party making such representation. Each party further agrees to
and shall indemnify, protect, defend and hold the other party harmless from and
against the payment of any commission to any person or entity claiming by,
through or under the indemnifying party. This indemnification shall extend to
any and all claims, liabilities, costs, losses, damages, causes of action and
expenses (including reasonable attorneys' fees and court costs) arising as a
result of such claims and shall survive the Closing.


                                    ARTICLE 5
                                    ---------

             AS-IS TRANSACTION; NO REPRESENTATIONS AND/OR WARRANTIES
             -------------------------------------------------------

     5.1 Seller Disclaimer. EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 5.6
HEREINBELOW, IT IS UNDERSTOOD AND AGREED THAT NEITHER SELLER NOR ANY OF ITS
PARTNERS, AGENTS, EMPLOYEES OR CONTRACTORS HAS MADE AND IS NOT NOW MAKING, AND
BUYER HAS NOT RELIED UPON AND WILL NOT RELY UPON (DIRECTLY OR INDIRECTLY), ANY
WARRANTIES, REPRESENTATIONS OR GUARANTIES OF ANY KIND OR CHARACTER, EXPRESS OR
IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, WITH RESPECT TO THE PROPERTY,
INCLUDING, BUT NOT LIMITED TO, WARRANTIES, REPRESENTATIONS OR GUARANTIES AS TO
(I) MATTERS OF TITLE, (II) ENVIRONMENTAL MATTERS RELATING TO THE PROPERTY OR ANY
PORTION THEREOF, (III) GEOLOGICAL CONDITIONS, INCLUDING, WITHOUT LIMITATION,
SUBSIDENCE, SUBSURFACE CONDITIONS, WATER TABLE, UNDERGROUND WATER RESERVOIRS,
LIMITATIONS REGARDING THE WITHDRAWAL OF WATER AND EARTHQUAKE FAULTS AND THE
RESULTING DAMAGE OF PAST AND/OR FUTURE EARTHQUAKES, (IV) WHETHER, AND TO THE
EXTENT TO WHICH, THE PROPERTY OR ANY PORTION THEREOF IS AFFECTED BY ANY STREAM
(SURFACE OR UNDERGROUND), BODY OF WATER, FLOOD PRONE AREA, FLOOD PLAIN, FLOODWAY
OR SPECIAL FLOOD HAZARD, (V) DRAINAGE, (VI) SOIL CONDITIONS, INCLUDING THE
EXISTENCE OF INSTABILITY, PAST SOIL REPAIRS, SOIL ADDITIONS OR CONDITIONS OF
SOIL FILL, OR SUSCEPTIBILITY TO LANDSLIDES, OR THE SUFFICIENCY OF ANY
UNDERSHORING, (VII) ZONING TO WHICH THE PROPERTY OR ANY PORTION THEREOF MAY BE
SUBJECT, (VIII) THE AVAILABILITY OF ANY UTILITIES TO THE PROPERTY OR ANY PORTION
THEREOF INCLUDING, WITHOUT LIMITATION, WATER, SEWAGE, GAS AND ELECTRIC, (IX)
USAGES OF ADJOINING PROPERTY, (X) ACCESS TO THE PROPERTY OR ANY PORTION THEREOF,
(XI) THE VALUE, COMPLIANCE WITH THE PLANS AND SPECIFICATIONS, SIZE, LOCATION,
AGE, USE, DESIGN, QUALITY, DESCRIPTIONS, SUITABILITY, STRUCTURAL INTEGRITY,
OPERATION, TITLE TO, OR PHYSICAL OR FINANCIAL CONDITION OF THE PROPERTY OR ANY
PORTION THEREOF, (XII) ANY INCOME, EXPENSES, CHARGES, LIENS, ENCUMBRANCES,
RIGHTS OR CLAIMS ON OR AFFECTING OR PERTAINING TO THE PROPERTY OR ANY PART
THEREOF, (XIII) THE PRESENCE OF HAZARDOUS SUBSTANCES IN OR ON, UNDER OR IN THE
VICINITY OF THE PROPERTY, (XIV) THE CONDITION OR USE OF THE PROPERTY OR
COMPLIANCE OF THE PROPERTY WITH ANY OR ALL PAST, PRESENT OR FUTURE FEDERAL,
STATE OR LOCAL ORDINANCES, RULES, REGULATIONS OR LAWS, BUILDING, FIRE OR ZONING
ORDINANCES, CODES OR OTHER SIMILAR LAWS, (XV) THE EXISTENCE OR NON-EXISTENCE OF
UNDERGROUND STORAGE TANKS, (XVI) ANY OTHER MATTER AFFECTING THE STABILITY OR
INTEGRITY OF THE REAL PROPERTY, (XVII) THE POTENTIAL FOR FURTHER DEVELOPMENT OF
THE PROPERTY, (XVIII) THE EXISTENCE OF VESTED LAND USE, ZONING OR BUILDING
ENTITLEMENTS AFFECTING THE PROPERTY, (XIX) THE MERCHANTABILITY OF THE PROPERTY
OR FITNESS OF THE PROPERTY FOR ANY PARTICULAR PURPOSE (BUYER AFFIRMING THAT
BUYER HAS NOT RELIED ON THE SKILL OR JUDGMENT OF SELLER OR ASSET MANAGER OR ANY
OF THEIR RESPECTIVE AGENTS, EMPLOYEES OR CONTRACTORS TO SELECT OR FURNISH THE
PROPERTY FOR ANY PARTICULAR PURPOSE, AND THAT SELLER MAKES NO WARRANTY THAT THE


                                      -13-


PROPERTY IS FIT FOR ANY PARTICULAR PURPOSE) OR (XX) TAX CONSEQUENCES (INCLUDING,
BUT NOT LIMITED TO, THE AMOUNT, USE OR PROVISIONS RELATING TO ANY TAX CREDITS).
BUYER FURTHER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5.6 OF
THIS AGREEMENT, ANY INFORMATION OF ANY TYPE WHICH BUYER HAS RECEIVED OR MAY
RECEIVE FROM SELLER OR ANY OF SELLER'S AGENTS, EMPLOYEES OR CONTRACTORS
INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL REPORTS AND SURVEYS, IS
FURNISHED ON THE EXPRESS CONDITION THAT BUYER SHALL NOT RELY THEREON, BUT SHALL
MAKE AN INDEPENDENT VERIFICATION OF THE ACCURACY OF SUCH INFORMATION, ALL SUCH
INFORMATION BEING FURNISHED WITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER.

     5.2 Buyer Acknowledgments. BUYER REPRESENTS THAT IT IS A KNOWLEDGEABLE,
EXPERIENCED AND SOPHISTICATED BUYER OF REAL ESTATE AND THAT IT HAS RELIED AND
SHALL RELY SOLELY ON (I) ITS OWN EXPERTISE AND THAT OF BUYER'S CONSULTANTS IN
PURCHASING THE PROPERTY, AND (II) BUYER'S OWN KNOWLEDGE OF THE PROPERTY BASED ON
ITS INVESTIGATIONS AND INSPECTIONS OF THE PROPERTY. BUYER HAS CONDUCTED, OR BY
THE CLOSING WILL CONDUCT, SUCH INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY AS
BUYER DEEMED OR SHALL DEEM NECESSARY, INCLUDING, BUT NOT LIMITED TO, THE
PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AND SHALL RELY UPON THE SAME.
UPON CLOSING, SUBJECT TO SELLER'S REPRESENTATIONS AND WARRANTIES UNDER SECTION
5.6 OF THIS AGREEMENT, BUYER SHALL ASSUME THE RISK THAT ADVERSE MATTERS,
INCLUDING, BUT NOT LIMITED TO, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS,
MAY NOT HAVE BEEN REVEALED BY BUYER'S INSPECTIONS AND INVESTIGATIONS. BUYER
ACKNOWLEDGES AND AGREES THAT UPON CLOSING, SELLER SHALL SELL AND CONVEY TO BUYER
AND BUYER SHALL ACCEPT THE PROPERTY "AS IS, WHERE IS," WITH ALL FAULTS AND
DEFECTS (LATENT AND APPARENT). BUYER FURTHER ACKNOWLEDGES AND AGREES THAT THERE
ARE NO ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS, COLLATERAL TO OR
AFFECTING THE PROPERTY BY SELLER, ANY AGENT, EMPLOYEE OR CONTRACTOR OF SELLER,
OR ANY THIRD PARTY, EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5.6 OF THIS
AGREEMENT. THE TERMS AND CONDITIONS OF SECTION 5.1 AND THIS SECTION 5.2 SHALL
EXPRESSLY SURVIVE THE CLOSING, NOT MERGE WITH THE PROVISIONS OF ANY CLOSING
DOCUMENTS AND SHALL BE INCORPORATED INTO THE DEED. EXCEPT AS EXPRESSLY SET FORTH
IN SECTION 5.6 OF THIS AGREEMENT, SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY
ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO
THE PROPERTY FURNISHED BY SELLER, ANY REAL ESTATE BROKER, CONTRACTOR, AGENT,
EMPLOYEE, SERVANT OR OTHER PERSON. BUYER ACKNOWLEDGES THAT THE PURCHASE PRICE
REFLECTS THE "AS IS" NATURE OF THIS SALE AND ANY FAULTS, LIABILITIES, DEFECTS OR
OTHER ADVERSE MATTERS THAT MAY BE ASSOCIATED WITH THE PROPERTY. BUYER HAS FULLY
REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS AGREEMENT WITH ITS
COUNSEL AND UNDERSTANDS THE SIGNIFICANCE AND EFFECT THEREOF.


                               ------------------
                                BUYER'S INITIALS

     5.3 Buyer Represented by Counsel. Buyer hereby confirms to Seller that (i)
Buyer is not in a disparate bargaining position in relation to Seller, (ii)
Buyer is represented by legal counsel in connection with the transaction
contemplated by this Agreement, and (iii) Buyer is purchasing the Property for
business, commercial, investment or other similar purpose.


                                      -14-


     5.4 Buyer's Release of Seller.

          5.4.1 Seller Released From Liability. Buyer and anyone claiming by,
through or under Buyer, hereby waives its right to recover from and fully and
irrevocably releases Seller and its employees, officers, directors,
representatives, agents, servants, attorneys, affiliates, parent, subsidiaries,
successors and assigns, and all persons, firms, corporations and organizations
in its behalf ("Released Parties") from any and all claims, responsibility
and/or liability that it may now have or hereafter acquire against any of the
Released Parties for any costs, loss, liability, damage, expenses, demand,
action or cause of action arising from or related to (i) the condition
(including any construction defects, errors, omissions or other conditions,
latent or otherwise, and the presence in the soil, air, structures and surface
and subsurface waters of materials or substances that have been or may in the
future be determined to be hazardous substances or otherwise toxic, hazardous,
undesirable or subject to regulation and that may need to be specially treated,
handled and/or removed from the Property under current or future federal, state
and local laws regulations or guidelines), valuation, salability or utility of
the Property, or its suitability for any purpose whatsoever, and (ii) any
information furnished by the Released Parties under or in connection with this
Agreement; provided, however, that the foregoing shall not release Seller from
liability to Buyer arising from a breach by Seller of any representations or
warranties of Seller pursuant to Section 5.6 of this Agreement. Except as set
forth in the preceding sentence, this release includes claims or which Buyer is
presently unaware or which Buyer does not presently suspect to exist which, if
known by Buyer, would materially affect Buyer's release to Seller. Except
liability of Seller to Buyer arising from a breach by Seller of any of the
representations or warranties of Seller pursuant to Section 5.6 of this
Agreement, Buyer specifically waives the provision of California Civil Code
Section 1542, which provides as follows:

               "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH
          THE CREDITOR DOES NOT KNOW OR EXPECT TO EXIST IN HIS
          FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
          KNOWN TO HIM MUST HAVE MATERIALLY AFFECTED THE
          SETTLEMENT WITH THE DEBTOR."

In this connection and to the extent permitted by law, but except liability to
Buyer arising from a breach by Seller of any of the representations or
warranties of Seller pursuant to Section 5.6 of this Agreement, Buyer hereby
agrees, represents and warrants that Buyer realizes and acknowledges that
factual matters now unknown to it may have given or may hereafter give rise to
causes of action, claims, demands, debts, controversies, damages, costs, losses
and expenses which are presently unknown, unanticipated and unsuspected, and
Buyer further agrees, represents and warrants that the waivers and releases
herein have been negotiated and agreed upon in light of that realization and
that Buyer nevertheless hereby releases, discharges and acquits Seller from any
such unknown causes of action, claims, demands, debts, controversies, damages,
costs, losses and expenses. Seller has given Buyer material concessions
regarding this transaction in exchange for Buyer agreeing to the provisions of
this Section 5.4. Seller and Buyer have each initialed this Section 5.4 to
further indicate their awareness and acceptance of each and every provision
hereof.

                     -----------------   ----------------
                     SELLER'S INITIALS   BUYER'S INITIALS

     5.5 Interim Covenants of Seller.

          5.5.1 From the Effective Date through the Closing Date, Seller shall
maintain the Property in the same manner as it has maintained the Property prior
to the date hereof pursuant to its normal course of business, subject to
reasonable wear and tear and further subject to destruction by casualty or other
events beyond the control of Seller.


                                      -15-


          5.5.2 From and after the Effective Date, Seller shall (a) keep Buyer
informed of all proposed new Leases and/or amendments to Leases (and all
material negotiations related to the same), and (b) provide Buyer with copies of
all such new Leases and all extensions, renewals, modifications and replacements
of existing Leases following execution thereof. From and after the expiration of
the Inspection Period, Seller shall not enter into or extend, renew, modify or
replace any Leases or other agreements relating to the Property without the
prior written consent of Buyer (which consent shall not be unreasonably
withheld, conditioned or delayed). Any and all tenant improvement costs and
brokerage commissions payable with respect to any new leases and/or amendments,
modifications or renewals of existing Leases which are executed after the
Effective Date shall be paid by Buyer.

     5.6 Seller's Representations. Seller hereby makes the representations and
warranties outlined below. For all purposes of this Section 5.6, Buyer hereby
acknowledges and agrees that the term "Seller" shall mean and refer only to
William H. Winn, the president of the Property owners' asset manager and the
vice president of the Seller's property manager, respectively, and the terms "to
Seller's knowledge" and/or "to Seller's actual knowledge" shall mean only the
then-current knowledge of William H. Winn, without any duty to investigate and
without any actual or implied liability to William H. Winn (and Seller hereby
confirms that William H. Winn is the representative of Seller that has the most
knowledge of the truth and accuracy of the representations and warranties set
forth hereinbelow):

          5.6.1 To Seller's actual knowledge, Seller has not received written
notice that the current use and operation of the Property is not in compliance
with applicable building codes, local, state and federal laws and regulations.

          5.6.2 To Seller's actual knowledge, the Exhibit "G" attached hereto
identifies all of the Contracts affecting the Property (other than the Leases),
and all Contracts delivered or made available to Buyer pursuant to the
provisions of this Agreement are true and correct copies, do not contain any
material inaccuracies or omissions, and are in full force and effect, without
default by (or written notice of default to) any party. There are no service,
maintenance or repair contracts that cannot be terminated upon thirty (30) days
notice, without cause.

          5.6.3 Seller has not received written notice of any condemnation,
environmental, zoning or other land use regulation proceedings, either
instituted or, to Seller's actual knowledge, planned to be instituted, which
would materially and adversely affect the use and operation of the Property as
currently being operated by Seller.

          5.6.4 There is no litigation or other legal proceeding pending or, to
Seller's actual knowledge, threatened, against Seller, which is likely to affect
the use or operation of the Property as currently being operated by Seller or
adversely affect the ability of Seller to perform its obligations under this
Agreement.

          5.6.5 This Agreement and all documents executed by Seller which are to
be delivered to Buyer at the Closing are or at the time of Closing will be duly
authorized, executed, and delivered by each person comprising Seller, are or at
the time of Closing will be legal, valid, and binding obligations of Seller, and
do not and at the time of Closing will not violate any provisions of Seller's
formation or governing documents or any provisions of any agreement or judicial
order to which Seller (or any person comprising Seller) is a party or to which
Seller or the Property is subject.


                                      -16-


          5.6.6 The rent roll attached hereto as Exhibit "H" identifies all of
the tenants having Leases of portions of the Property as of the date hereof, and
is true, correct and complete in all material respects as of the date thereof.
Copies of the Leases and Ground Lease delivered or made available to Buyer
pursuant to this Agreement are true and correct copies of all such Leases and
are, to Seller's actual knowledge, in full force and effect, and to Seller's
actual knowledge there are no other agreements, written or oral, with respect to
the tenancies.

          5.6.7 To Seller's actual knowledge, except to the extent set forth in
any environmental site assessment, environmental report or environmental study
conducted by or on behalf of Seller or Buyer with respect to the Property,
Seller has not received written notice from any competent governmental agency,
and Seller has no actual knowledge, that there exists Hazardous Materials in or
under the Property in violation of applicable laws, rules, regulations,
ordinances or orders.

          5.6.8 Seller is not in default under: the OPA, the Ground Lease, any
of the Leases, any of the Contracts, or any reciprocal easement agreement
between Seller and any of the following: Sears, Robinsons-May, and all owners of
pad stores adjacent to the Property.

          5.6.9 To Seller's actual knowledge, all operating statements and/or
other information pertaining to the income and expenses of the Property
delivered or made available to Buyer pursuant to the provisions of this
Agreement are true and correct copies, and do not contain any material
inaccuracies or omissions.


                                    ARTICLE 6
                                    ---------

                                    REMEDIES
                                    --------

     6.1 Liquidated Damages; Seller's Remedies. IN THE EVENT THE CLOSING AND THE
CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED DO NOT OCCUR AS HEREIN
PROVIDED BY REASON OF ANY BREACH OF BUYER, WHICH IS NOT CURED WITHIN TEN (10)
DAYS AFTER RECEIPT BY BUYER OF WRITTEN NOTICE THEREOF, BUYER AND SELLER AGREE
THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES
WHICH SELLER MAY SUFFER AS A RESULT THEREOF. THEREFORE, BUYER AND SELLER DO
HEREBY AGREE THAT A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER
WOULD SUFFER IN THE EVENT THAT BUYER BREACHES THIS AGREEMENT AND FAILS TO
COMPLETE THE PURCHASE OF THE PROPERTY IS AND SHALL BE, AS SELLER'S SOLE AND
EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), AND AS THE FULL, AGREED AND
LIQUIDATED DAMAGES FOR SUCH BREACH, AN AMOUNT EQUAL TO THE DEPOSIT (WHICH SHALL
INCLUDE THE INITIAL DEPOSIT AND THE ADDITIONAL DEPOSIT). UPON ANY SUCH BREACH BY
BUYER, UNLESS OTHERWISE SPECIFIED, THIS AGREEMENT SHALL BE TERMINATED AND
NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH TO
THE OTHER, EXCEPT FOR THE RIGHT OF SELLER TO COLLECT SUCH LIQUIDATED DAMAGES
FROM BUYER AND ESCROW HOLDER; PROVIDED, HOWEVER, THAT THIS LIQUIDATED DAMAGES
PROVISION SHALL NOT LIMIT SELLER'S RIGHT TO (I) RECEIVE REIMBURSEMENT FOR OR
RECOVER DAMAGES IN CONNECTION WITH BUYER'S INDEMNITY OF SELLER AND/OR BREACH OF
BUYER'S OBLIGATIONS PURSUANT TO SECTIONS 3.2 AND 3.4 HEREINABOVE, (II) RECOVER
ATTORNEYS' FEES AND COURT COSTS PURSUANT TO SECTION 6.3, (III) INJUNCTIVE RELIEF
DUE TO BUYER'S BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT, AND/OR (IV)


                                      -17-


PURSUE ANY AND ALL REMEDIES AVAILABLE AT LAW OR IN EQUITY IN THE EVENT THAT
FOLLOWING ANY TERMINATION OF THIS AGREEMENT, BUYER OR ANY PARTY RELATED TO OR
AFFILIATED WITH BUYER ASSERT ANY CLAIMS OR RIGHT TO THE PROPERTY THAT WOULD
OTHERWISE DELAY OR PREVENT SELLER FROM HAVING CLEAR, INDEFEASIBLE AND MARKETABLE
TITLE TO THE PROPERTY. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH
LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING
OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE
LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671,
1676 AND 1677.


                     -----------------   ----------------
                     SELLER'S INITIALS   BUYER'S INITIALS

     6.2 Buyer's Remedies. In the event Seller fails to perform its obligations
pursuant to this Agreement for any reason (except due to a failure of any
condition set forth in this Agreement or any failure by Buyer to perform
hereunder), then Buyer shall elect, as its sole remedy, either to: (i) terminate
this Agreement by giving Seller and the Escrow Holder timely written notice of
such election prior to or upon the Closing Date, in which case Buyer shall be
entitled to a reimbursement of (a) the entire Deposit, and (b) its actual,
documented out-of-pocket third parties costs incurred in connection with its
proposed acquisition of the Property, up to a maximum of Twenty Five Thousand
Dollars ($25,000); or (ii) provided that Buyer has previously tendered full
performance of all of its obligations under this Agreement, enforce specific
performance of this Agreement, in which event there shall be no reduction of the
Purchase Price and Buyer shall not be entitled to recover any damages (whether
actual, direct, indirect, consequential, punitive or otherwise) notwithstanding
such failure or breach by Seller. Buyer shall be deemed to have elected to
terminate this Agreement pursuant to clause (i) hereinabove if Buyer fails to
deliver to Seller written notice of its intent to commence an action to assert a
claim for specific performance against Seller within ninety days after the
scheduled Closing Date, or having given such notice fails to commence such
action asserting said claim within ninety (90) days after the date of such
notice. Notwithstanding the foregoing to the contrary, no notice of termination
given by Buyer hereunder shall be of any force or effect if Seller cures the
default within ten (10) business days after Seller's receipt of any such
termination notice. If Buyer duly elects to terminate or is deemed to have
elected to terminate this Agreement pursuant to clause (i) hereinabove, then
Buyer shall and hereby agrees in such event to waive any and all right to file
or record any lis pendens or any other lien or encumbrance against the Property
or to seek specific performance or other equitable relief or to seek or recover
from Seller any damages (including, without limitation, any actual direct,
indirect, consequential, punitive or other damages). The foregoing remedies set
forth in subclauses (i) and (ii) hereinabove are Buyer's sole and exclusive
remedies with respect to Seller's default, and Buyer waives any and all other
remedies as may be available at law or in equity in connection with such
Seller's default (subject, however, to Buyer's right to recover attorneys' fees
and court costs pursuant to Section 6.3 below). Any and all covenants and
obligations of Seller contained in this Agreement (including, without
limitation, any default by Seller of any such obligations and covenants) shall
merge into the Deed and other Closing documents upon the Closing, and shall not
survive the Closing, except to the extent otherwise expressly provided elsewhere
in this Agreement.

     6.3 Attorneys' Fees. If any action or proceeding is commenced by either
party to enforce its rights or remedies under this Agreement, the prevailing
party in such action or proceeding, including any bankruptcy, insolvency or
appellate proceedings, shall be entitled to recover its reasonable attorneys'
fees and court costs incurred therewith.


                                      -18-


                                    ARTICLE 7
                                    ---------

                                  CONDEMNATION
                                  ------------

     7.1 Condemnation. If, prior to Closing, any governmental authority or other
entity having condemnation authority shall institute an eminent domain
proceeding with regard to a "Material Portion" of the Real Property (as defined
below), and the same is not dismissed prior to the Closing Date, Buyer shall be
entitled, as its sole remedy, to terminate this Agreement upon written notice to
Seller (i) within five (5) business days following notice by Seller to Buyer of
such condemnation, or (ii) on the Closing Date, whichever occurs first. If Buyer
does not terminate this Agreement pursuant to the preceding sentence, Buyer
shall be conclusively deemed to have elected to accept such condemnation and
waives any right to terminate this Agreement as a result thereof. For purposes
of this Section 7.1, a "Material Portion" shall mean that portion of the Real
Property which, if taken or condemned, would reduce the value of the Property by
at least One Million Dollars ($1,000,000.00). If Buyer elects to terminate this
Agreement under this Section 7.1, the entire portion of the Deposit then held by
Escrow Holder shall be returned to Buyer, and neither party to this Agreement
shall thereafter have any further rights or obligations hereunder except as
otherwise specifically provided in this Agreement. If Buyer waives (or is deemed
to have waived) the right to terminate this Agreement as a result of such a
condemnation, then, despite such condemnation, Seller and Buyer shall proceed to
Closing in accordance with the terms of this Agreement with no reduction in the
Purchase Price, and Seller shall assign to Buyer at Closing all of Seller's
right, title and interest in and to all proceeds resulting or to result from
said condemnation.

     7.2 Nonmaterial Condemnation. If, prior to Closing, a taking or
condemnation relating to the Property has occurred, or is threatened, which is
not described in Section 7.1, the Closing shall take place as provided in this
Agreement with no reduction of the Purchase Price, and Seller shall assign to
Buyer at Closing, as part of the Intangible Property, all of Seller's right,
title and interest in and to all proceeds resulting or to result from said
condemnation.


                                    ARTICLE 8
                                    ---------

                                 CASUALTY DAMAGE
                                 ---------------

     If, prior to the Closing, any of the Improvements shall be damaged by fire
or other casualty (collectively, "Casualty"), Seller shall deliver to Buyer
written notice ("Casualty Loss Notice") of such Casualty, together with Seller's
determination as to whether the damage constitutes a Material Damage (as defined
below). For the purposes of this Article 8, "Material Damage" shall mean damage
to the Improvements which is of such nature that the cost of restoring the same
to their condition prior to the Casualty will, in Seller's reasonable
determination as provided in the Casualty Loss Notice, exceed One Million
Dollars ($1,000,000.00). If, prior to the Closing, the Improvements sustain
Material Damage by a Casualty, Buyer may terminate this Agreement by delivering
written notice thereof to Seller and Escrow Holder within the earlier of (i)
five (5) business days after Buyer's receipt of the Casualty Loss Notice or (ii)
the Closing Date. If the Improvements shall be damaged by a casualty which is
not a Material Damage, or if Buyer fails to deliver written notice of
termination within the time period set forth hereinabove for a Material Damage,
then: (A) the parties shall proceed to close this transaction in accordance with
the terms of this Agreement; (B) at the Closing, Buyer shall receive a credit
against the Purchase Price in an amount equal to the deductible under Seller's
casualty insurance policy; and (C) Seller shall, as part of the Intangible
Property, assign to Buyer all of Seller's rights in the resulting casualty
insurance proceeds; provided, however, that in no event shall the sum of such
credit for the deductible and the amount of the insurance proceeds assigned to
Buyer pursuant to clauses (B) and (C) hereinabove exceed the lesser of (1) the


                                      -19-


Purchase Price or (2) the cost to complete the repair of the Casualty following
the Closing. If Buyer elects (and has the right) to terminate this Agreement
under this Article 8, the entire portion of the Deposit then held by Escrow
Holder shall be returned to Buyer, and thereafter neither party shall have any
further rights or obligations hereunder, except as otherwise specifically
provided in this Agreement.


                                    ARTICLE 9
                                    ---------

                                  MISCELLANEOUS
                                  -------------

     9.1 Entire Agreement. This Agreement contains the entire agreement of the
parties hereto. There are no other agreements, oral or written, and this
Agreement can be amended only by written agreement signed by the parties hereto,
and by reference, made a part hereof.

     9.2 Agreement Binding on Parties; Assignment. This Agreement, and the
terms, covenants, and conditions herein contained, shall inure to the benefit of
and be binding upon the heirs, personal representatives, successors, and assigns
of each of the parties hereto. Subject to the provisions of the immediately
succeeding sentence, Buyer shall not assign its rights under this Agreement
without first obtaining Seller's prior written consent may be given or withheld
in Seller's sole and absolute discretion. Notwithstanding the preceding, Buyer
may assign its rights under this Agreement (without being required to obtain
Seller's consent) only upon the following conditions: (i) all of the Initial
Deposit and the Additional Deposit must have been timely delivered in accordance
with the applicable provisions of this Agreement; (ii) the Inspection Period
shall have ended and Buyer shall have approved the Property in its entirety and
the assumption, assignment and releases of the Greenwich Capital Loan and the
OPA ; (iii) Buyer shall remain primarily liable for the performance of Buyer's
obligations under this Agreement; (iv) the assignee shall expressly assume in
writing all of Buyer's obligations under this Agreement; and (v) Buyer shall
deliver to Seller a copy of a fully executed written assignment and assumption
agreement between Buyer and such assignee at least five (5) business days prior
to the Closing.

     9.3 Notice. Any notice, communication, request, reply or advice
(collectively, "Notice") provided for or permitted by this Agreement to be made
or accepted by either party must be in writing. Notice may, unless otherwise
provided herein, be given or served (i) by depositing the same in the United
States mail, postage paid, certified, and addressed to the party to be notified,
with return receipt requested, (ii) by delivering the same to such party, or an
agent of such party, in person or by commercial courier, or (iii) by depositing
the same into custody of a nationally recognized overnight delivery service such
as Federal Express or DHL. Notice deposited in the mail in the manner
hereinabove described shall be effective on the third (3rd) business day after
such deposit. Notice given in any other manner shall be effective only if and
when received by the party to be notified between the hours of 9:00 A.M. and
5:00 P.M. of any business day with delivery made after such hours to be deemed
received the following business day. For the purposes of notice, the addresses
of Seller, Buyer, Escrow Holder and Title Company shall, until changed as
hereinafter provided, be as set forth in Article 1. The parties hereto shall
have the right from time to time to change their respective addresses, and each
shall have the right to specify as its address any other address within the
United States of America by at least five (5) days written notice to the other
party.

     9.4 Time of the Essence. Time is of the essence in all things pertaining to
the performance of this Agreement.

     9.5 Governing Law. This Agreement shall be construed in accordance with the
laws of the State of California.


                                      -20-


     9.6 Currency. All dollar amounts are expressed in United States currency.

     9.7 Section Headings. The section headings contained in this Agreement are
for convenience only and shall in no way enlarge or limit the scope or meaning
of the various and several sections hereof.

     9.8 Business Days. If any date or any period provided for in this Agreement
shall end on a Saturday, Sunday or legal holiday, the applicable date or period
shall be extended to the first business day following such Saturday, Sunday or
legal holiday.

     9.9 No Recordation. Without the prior written consent of Seller, there
shall be no recordation of either this Agreement or any memorandum hereof, or
any affidavit pertaining hereto and any such recordation of this Agreement or
memorandum hereto, by Buyer without the prior written consent of Seller shall
constitute a default hereunder by Buyer, whereupon this Agreement shall, at the
option of Seller, terminate and be of no further force and effect. Upon such
termination, the Deposit shall be immediately delivered to Seller, whereupon the
parties shall have no further duties or obligations one to the other except as
specifically provided in this Agreement.

     9.10 Multiple Counterparts. This Agreement may be executed in multiple
counterparts (each of which is to be deemed original for all purposes).

     9.11 Severability. If any provision of this Agreement or application to any
party or circumstance shall be determined by any court of competent jurisdiction
to be invalid and unenforceable to any extent, the remainder of this Agreement
or the application of such provision to such person or circumstances, other than
those as to which it is so determined invalid or unenforceable, shall not be
affected thereby, and each provision hereof shall be valid and shall be enforced
to the fullest extent permitted by law.

     9.12 Survival. Unless otherwise expressly provided for in this Agreement,
the representations (if any), warranties (if any), indemnification obligations
(if any) and covenants (if any) of the parties set forth in this Agreement shall
survive consummation of the transaction contemplated by this Agreement and the
delivery and recordation of the Deed for six (6) months after the Closing Date.

     9.13 Natural Hazards Disclosure. Buyer acknowledges that neither Seller nor
anyone on behalf of Seller has made any representations, statements or
warranties regarding the physical condition of the Land or the location of the
Land within any Natural Hazard Areas (as hereinafter defined). Buyer
specifically acknowledges and agrees that, to the extent Seller has made or in
the future makes any information regarding the Natural Hazard Disclosure
Statement available to Buyer, Seller has done and will be doing so only as an
accommodation to Buyer and that Seller has made, is making and shall make no
representation or warranty of any nature concerning the accuracy or completeness
of the Natural Hazard Disclosure Statement. Buyer acknowledges and agrees that
Buyer shall conduct its own investigations and studies of the Land as it deems
necessary or appropriate to determine whether or not the Land is located in any
Natural Hazard Area. Seller shall have absolutely no liability if the Land is
located in any Natural Hazard Area and Buyer assumes all risk relating thereto.
As used herein, the term "Natural Hazard Area" shall mean those areas identified
as natural hazards in the Natural Hazard Disclosure Act, California Government
Code Sections 8589.3, 8589.4, and 51183.5, and California Public Resources Code
Sections 2621.9, 2694, and 4136, and any successor statutes or laws (the "Act").
Within twenty (20) days after the date of full execution of this Agreement
Seller shall provide Buyer with a Natural Hazard Disclosure Statement
("Disclosure Statement"). Buyer acknowledges that the Disclosure Statement is


                                      -21-


being delivered pursuant to the Act. Buyer acknowledges and agrees that nothing
contained in the Disclosure Statement shall release Buyer from its obligation to
determine, whether the Land is located in any Natural Hazard Area and that the
matters set forth in the Disclosure Statement may change on or prior to the
Closing Date and that Seller has no obligation to update, modify or supplement
the Disclosure Statement. Only Buyer may rely on the Disclosure Statement and
Buyer shall not provide the Disclosure Statement to any other party. In the
event that, prior to the Closing Date, the Act is modified to provide either
that (a) disclosure of Natural Hazard Areas is not required in the transfer of
commercial property like the Land, or (b) a buyer of commercial property like
Buyer can waive the disclosure of Natural Hazard Areas under the Act, then
Seller may elect not to provide the Natural Hazard Disclosure Statement to
Buyer, and Buyer hereby knowingly, voluntarily and intentionally waives its
right to disclosure of Natural Hazard Areas found in the Act.

     9.14 1031 Exchange. Buyer and Seller acknowledge that either party may wish
to structure this transaction as a tax deferred exchange of like-kind property
within the meaning of Section 1031 of the Internal Revenue Code. Each party
agrees to reasonably cooperate with the other party to effect such an exchange;
provided, however, that: (i) the cooperating party shall not be required to
acquire or take title to any exchange property; (ii) the cooperating party shall
not be required to incur any expense (excluding attorneys' fees) or liability
whatsoever in connection with the exchange, including, without limitation, any
obligation for the payment of any escrow, title, brokerage or other costs
incurred with respect to the exchange; (iii) no substitution of the effectuating
party shall release said party from any of its obligations, warranties or
representations set forth in this Agreement or from liability for any prior or
subsequent default under this Agreement by the effectuating party, its
successors, or assigns, which obligations shall continue as the obligations of a
principal and not of a surety or guarantor; (iv) the effectuating party shall
give the cooperating party at least ten (10) business days prior notice of the
proposed changes required to effect such exchange and the identity of any party
to be substituted in the Escrow; (v) the effectuating party shall be responsible
for preparing all additional agreements, documents and escrow instructions
(collectively, the "Exchange Documents") required by the exchange, at its sole
cost and expense; and (vi) the effectuating party shall be responsible for
making all determinations as to the legal sufficiency, tax considerations and
other considerations relating to the proposed exchange, the Exchange Documents
and the transactions contemplated thereby, and the cooperating party shall in no
event be responsible for, or in any way be deemed to warrant or represent any
tax or other consequences of the exchange transaction arising by reason of the
cooperating party's performance of the acts required hereby.

     9.15 Approval by Buyer's Board of Trustees. Seller acknowledges and agrees
that Buyer's obligations under this Agreement are expressly conditioned upon the
approval of the Agreement by the Board of Trustees of Glimcher Realty Trust
("Buyer's Board Approval"). In the event Seller does not receive written notice
of Buyer's Board Approval within ten (10) days after the date of full execution
of this Agreement, this Agreement shall automatically terminate without further
liability or obligation on the part of Seller or Buyer.


/s/ Jane R. Favero
- --------------------------

                      (ALL SIGNATURES ARE ON THE NEXT PAGE)
                      -------------------------------------


                                      -22-


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.


"BUYER"
- -------

GLIMCHER PROPERTIES LIMITED
PARTNERSHIP, a Delaware limited partnership

By: Glimcher Properties Corporation, a Delaware
corporation, its sole partner

By: /s/ Michael P. Glimcher
    ---------------------------------------------
    Michael P. Glimcher
    President and Chief Executive Officer

"SELLER"
- --------

PASSCO COLIMA, LLC, a Delaware limited liability
company

By: Passco Real Estate Enterprises, Inc.,
    a California corporation, its _____________

    By: /s/ William H. Winn
        -----------------------------------------
        William H. Winn, President


PASSCO PHM, LLC, a Delaware limited liability
company

By: Passco Real Estate Enterprises, Inc.,
    a California corporation, its ______________

    By: /s/ William H. Winn
        -----------------------------------------
        William H. Winn, President

PHM-1, LLC, a Delaware limited liability company

By: /s/ Paul Vincent
    ---------------------------------------------
    Paul Vincent, married man as sole and separate
    property, its Sole Member

PHM-2, LLC, a Delaware limited liability company

By: /s/ Louis R. Favero
    ---------------------------------------------
    Louis R. Favero, Trustee of The Favero
    Family Trust dated November 21, 1989,
    its sole member

By: /s/ Jane R. Favero
    ---------------------------------------------
    Jane R. Favero, Trustee of The Favero Family
    Trust dated November 21, 1989,
    its sole member


                                      -23-



PHM-3, LLC, a Delaware limited liability company

By: /s/ Robert T. Mann
    ---------------------------------------------
    Robert T. Mann, its Sole Member


PHM-4, LLC, a Delaware limited liability company

By: /s/ Emi Matsuoka
    ---------------------------------------------
    Emi Matsuoka, Trustee of the Survivor's Trust
    created under the Matsuoka Family Trust
    dated February 16, 1984, its sole member


PHM-5, LLC, a Delaware limited liability company

By: /s/ Bradford H. Bodley
    ---------------------------------------------
    Bradford H. Bodley, a single man, its sole member


PHM-6, LLC, a Delaware limited liability company

By: /s/ Lawana M. Addiego
    ---------------------------------------------
    Lawana M. Addiego, Trustee of the Lawana M.
    Addiego Living Trust dated January 22, 1990,
    its sole member


PHM-7, LLC, a Delaware limited liability company

By: /s/ Richard D. Miller
    ---------------------------------------------
    Richard D. Miller, as community property,
    its sole member

By: /s/ Jane F. Miller
    ---------------------------------------------
    Jane F. Miller, as community property,
    its sole member


PHM-8, LLC, a Delaware limited liability company

By: /s/ James F. Watling
    ---------------------------------------------
    James F. Watling, a married man as his sole and
    separate property, its sole member


PHM-9, LLC, a Delaware limited liability company

By: /s/ Steven M. Hunt
    ---------------------------------------------
    Steven M., Hunt, Trustee of the Hunt Trust
    dated March 18, 1993, its sole member


                                      -24-


By: /s/ Marilyn B. Hunt
    ---------------------------------------------
    Marilyn B. Hunt, Trustee of the Hunt Trust
    Dated March 18, 1993, its sole member


PHM-10, LLC, a Delaware limited liability company

By: /s/ Joral Schmalle
    ---------------------------------------------
    Joral Schmalle, its sole member


PHM-11, LLC, a Delaware limited liability company

By: /s/ David G. Thompson
    ---------------------------------------------
    David G. Thompson, joint tenant with
    right of survivorship, its sole member

By: /s/ Katherine Thompson
    ---------------------------------------------
    Katherine Thompson, joint tenant with
    right of survivorship, its sole member


PHM-12, LLC, a Delaware limited liability company

By: /s/ Chau Tran
    ---------------------------------------------
    Chau Tran, as Husband and Wife,
    its sole member

By: /s/ Anh-Dao Bui
    ---------------------------------------------
    Anh-Dao Bui, as Husband and Wife,
    its sole member


PHM-13, LLC, a Delaware limited liability company

By: DCK, LLC, a Virginia limited liability company,
its sole member

    By: /s/ Leonard W. Kraisel
        -----------------------------------------
        Leonard W. Kraisel, Managing Member


PHM-14, LLC, a Delaware limited liability company

By: GSR Corporation, a California corporation, its
    sole member

By: /s/ Stuart W. Ross
    ---------------------------------------------
    Stuart W. Ross, President


                                      -25-


PHM-15, LLC, a Delaware limited liability company

By: /s/Barry L. Ross
    ---------------------------------------------
    Barry L. Ross, a single man, its sole member


PHM-16, LLC, a Delaware limited liability company

By: /s/ Stuart W. Ross
    ---------------------------------------------
    Stuart W. Ross, as community property, its
    sole member

By: /s/ Marybeth Ross
    ---------------------------------------------
    Marybeth Ross, as community property its
    sole member


PHM-17, LLC, a Delaware limited liability company

By: Deceased
    ---------------------------------------------
    Fred Quock, Trustee of the Fred Y.T. Quock and
    Yvette C. Quock 1987 Trust dated May 19, 1987
    its sole member

By: /s/ Yvette C. Quock
    ---------------------------------------------
    Yvette C. Quock, Trustee of the Fred Y.T. Quock
    and Yvette C. Quock 1987 Trust dated May 19, 1987,
    its sole member


PHM-18, LLC, a Delaware limited liability company

By: /s/ Horace E. Fite
    ---------------------------------------------
    Horace E. Fite, as Trustee of the Fite Family
    Trust of 1996 dated June 27, 1996, its sole member

By: /s/ Helen P. Fite
    ---------------------------------------------
    Helen P. Fite, as Trustee of the Fite Family
    Trust of 1996 dated June 27, 1996, its sole member


PHM-20, LLC, a Delaware limited liability company

By: /s/ Jean D. Howe
    ---------------------------------------------
    Jean D. Howe, as Trustee of the Survivor's Trust
    Created under the Howe Family Trust dated
    January 12, 1990, its sole member


                                      -26-


PHM-21, LLC, a Delaware limited liability company

By: Garden Lane Associates, LLC, an Arizona limited
    liability company, its sole member

By: /s/ William G. Rogers
    ---------------------------------------------
    William G. Rogers, Member


PHM-23, LLC, a Delaware limited liability company

By: /s/ Marla Schmalle
    ---------------------------------------------
    Marla Schmalle, its sole member


PHM-24, LLC, a Delaware limited liability company

By: Roblar, L.L.C., a Nevada limited liability
    company, its sole member

By: /s/ Larry Haas
    ---------------------------------------------
    Larry Haas, Managing Member


PHM-25, LLC, a Delaware limited liability company

By: /s/ Tyler R. Hunt
    ---------------------------------------------
    Tyler R. Hunt, Trustee of the Hunt
    Trust dated November 4, 1998, its sole member

By: /s/ Patsy O. Hunt
    ---------------------------------------------
    Patsy O. Hunt, Trustee of the Hunt
    Trust dated November 4, 1998, its sole member


PHM-26, LLC, a Delaware limited liability company

By: Crist Property Company, a California corporation,
    its sole member

By: /s/ Frank L. Crist, III
    ---------------------------------------------
    Frank L. Crist, III, President


PHM-27, LLC, a Delaware limited liability company

By: /s/ Clayton K. Lee
    ---------------------------------------------
    Clayton K. Lee, Trustee of the Clayton K. Lee
    Family Living Trust Dated June 29, 1990, its
    sole member


                                      -27-


By: /s/ Lorrie Lee
    ---------------------------------------------
    Lorrie Lee, Trustee of the Clayton K. Lee
    Family Living Trust Dated June 29, 1990, its
    sole member


PHM-28, LLC, a Delaware limited liability company

By: /s/ Michael E. Horejsi
    ---------------------------------------------
    Michael E. Horejsi, as Trustee of
    the Horejsi Family 2002 Revocable Trust
    dated November 8, 2002, its sole member

By: /s/ Patricia H. Horejsi
    ---------------------------------------------
    Patricia H. Horejsi, as Trustee of the Horejsi
    Family 2002 Revocable Trust dated November 8, 2002,
    its sole member


PHM-29, LLC, a Delaware limited liability company

By: /s/ Jerry W. Jordan
    ---------------------------------------------
    Jerry W. Jordan, Trustee of the 1986 JORDAN
    LIVING TRUST dated June 25, 1986

By: /s/ Joan M. Jordan
    ---------------------------------------------
    Joan M. Jordan, Trustee of the 1986 JORDAN
    LIVING TRUST dated June 25, 1986




                                      -28-


                                    EXHIBITS:
                                    ---------



EXHIBIT "A"        Legal Description of Land

EXHIBIT "B"        Form of Tenant Estoppel Certificate

EXHIBIT "C"        Form of Grant Deed

EXHIBIT "D"        Form of Bill of Sale and General Assignment

EXHIBIT "E"        List of Due Diligence Materials

EXHIBIT "F"        The Borders Agreement

EXHIBIT "G"        List of Contracts

EXHIBIT "H"        List of Tenant Leases

EXHIBIT "I"        Form of Assignment and Assumption of Ground Lease





                                      -29-


                                   EXHIBIT "A"
                                   -----------

                            LEGAL DESCRIPTION OF LAND
                            -------------------------






                                   EXHIBIT "A"
                                   -----------



                                   EXHIBIT "B"
                                   -----------

                       FORM OF TENANT ESTOPPEL CERTIFICATE
                       -----------------------------------

TO: ________________________________ ("Buyer")

    ________________________________

    ________________________________

RE: Premises Address:        _____________________________________ (Property)

                             Suite No. _____________ (Premises)

    Lease Date:              ___________________

    By and Between:          ________________________ (Landlord), and
                             ________________________ (Tenant)

    Square Footage Leased:   Approximately _____________ Square Feet


The undersigned is the Tenant under the above-referenced lease and a true,
correct and complete copy of which Lease and any and all amendments thereto is
attached hereto as Exhibit "A" and are hereinafter collectively referred to as
the "Lease." The undersigned hereby acknowledges and certifies on behalf of
itself, its successors and assigns, to _______________ (Landlord), Buyer (its
successors and assigns) and any lender that may extend credit secured all or in
part by a deed of trust on the Property, and each of their respective successors
and assigns, the following:

          1. The above-described Lease is unmodified and in full force and
effect except for ______________________________________________.

          2. There is no prepaid rent, other than the current month's rent paid
in advance, except ___________________________________________ Dollars
($____________), and the amount of the security deposit is $___________________.

          3. Tenant is in possession of the Premises. Tenant's current minimum
monthly base rental payments are _________________. Base rent was last paid on
_____________ and has been paid through ____________.

          4. The Lease terminates on ________________ and Tenant has the
following renewal option(s): _________________ option(s) to extend and renew the
Lease for ____________ each. The exercise date(s) of said option(s) are:
______________.

          5. Tenant has no right or option pursuant to the Lease or otherwise to
purchase all or any part of the Premises or the Property.

          6. As of the date hereof, neither Landlord nor Tenant is in default
under the Lease, and Tenant has no knowledge of the occurrence of any event
which with notice and/or the passage of time would constitute a default under
the Lease, nor does Tenant have any claims against Landlord nor any defenses or
offsets against rent.


                                   EXHIBIT "B"
                                   -----------


          7. The undersigned acknowledges that Landlord and its successors
and/or assigns, and Buyer and its successor and/or assigns, may rely upon this
Estoppel Certificate and that any lenders who make a loan which is secured in
whole or in part on the Property and each of their successors and/or assigns may
rely upon this Estoppel Certificate.

          8. The undersigned is duly authorized to execute this certificate on
Tenant's behalf.

          9. The undersigned has not assigned or sublet the Premises.


IN WITNESS WHEREOF, Tenant has executed this Tenant Estoppel Certificate this
____ day of _________________________, 2005.



                     TENANT:

                     _________________________________



                     By:______________________________________________________

                        Name:_________________________________________________

                        Title:________________________________________________




                              EXHIBIT "B" - Page 2
                              -----------


                                   EXHIBIT "C"
                                   -----------

RECORDING REQUESTED BY AND
AND WHEN RECORDED MAIL TO:

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

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

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


================================================================================
                      (Above Space for Recorder's Use Only)

                                   GRANT DEED
                                   ----------

The undersigned grantor declares:

Documentary transfer tax is shown by an unrecorded separate affidavit pursuant
to R&T Code ss. 11932
(X) computed on full value of property conveyed, or
( ) computed on full value, less value of liens and encumbrances remaining at
time of sale.

FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
____________________________________________ ("Grantor"), hereby GRANTS to
______________________, a ________________ the following described real property
(the "Property") located in the County of ___________, State of California:

SEE EXHIBIT "1" ATTACHED HERETO AND INCORPORATED HEREIN BY THIS REFERENCE

SUBJECT TO: (A) Taxes and assessments; and (B) All other covenants, conditions,
restrictions, reservations, rights, rights of way, easements, encumbrances,
liens and title matters of record.

IN WITNESS WHEREOF, Grantor has caused this Grant Deed to be executed as of the
___ day of ________, 2005.


GRANTOR:

_________________________



                                   EXHIBIT "C"
                                   -----------


                           EXHIBIT "1" TO EXHIBIT "C"
                           --------------------------










                           EXHIBIT "1" TO EXHIBIT "C"
                           --------------------------


                                   EXHIBIT "D"
                                   -----------

                       BILL OF SALE AND GENERAL ASSIGNMENT
                       -----------------------------------

This BILL OF SALE AND GENERAL ASSIGNMENT ("Assignment") is made and entered into
as of the ___ day of , 2005, by and between ________________________________
("Assignor") and ______________, a _________________ ("Assignee").


                                R E C I T A L S:
                                - - - - - - - -

A. Assignor and _____________________ entered into that certain Agreement of
Sale and Purchase and Joint Escrow Instructions dated _________________, 2005
("Agreement") with respect to the sale of the "Property" described therein.

B. Assignor desires to assign and transfer to the Assignee all of Assignor's
right, title and interest in and to the Intangible Property, Contracts, Leases,
Security Deposits and Personal Property, as such terms are defined in the
Agreement, and Assignee desire to accept such assignment and to assume and
perform all of Assignor's covenants and obligations in and under the Contracts
and Leases from and after the date hereof.

NOW, THEREFORE, in consideration of the foregoing recitals and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Assignor and Assignee hereby agree as follows:

1. Assignor hereby assigns and transfers to Assignee all of Assignor's right,
title and interest in and to the Intangible Property, Contracts, Leases,
Security Deposits and Personal Property.

2. Assignee hereby accepts the above assignment and expressly assume and
covenant to keep, perform, fulfill and discharge all of the terms, covenants,
conditions and obligations required to be kept, performed, fulfilled and
discharged by Assignor under the Contracts and the Leases from and after the
date hereof. A list of the Contracts and Leases to be assigned by Assignor to
Assignee and assumed by Assignee is set forth on Schedule "1" to this
Assignment.

3. Assignor represents and warrants to Assignee:

          (a)  that Assignor is the owner and holder of the lessor interest in
               and to the Leases and has the full right, power and authority to
               assign the same as herein provided; and

          (b)  that there are no leases, tenancies, occupancies, licenses,
               concessions, offers to lease, letters of intent or other like
               commitments affecting the Property, except for the Leases.

          (c)  that the Intangible Property and the Personal Property are free
               and clear from all encumbrances and that Assignor does warrant
               and will forever defend the same to Assignee against the lawful
               claims and demands of all persons whatsoever;

4. Indemnification.

          (a)  By Assignor. Assignor hereby agrees to defend, indemnify and hold
               harmless Assignee from and against all liability, loss, cost,
               damage or expense arising out of or resulting from the breach by
               Assignor of: (i) any of Assignor's representations or warranties
               contained herein; or (ii) any obligations of Assignor under the
               Contracts, or as landlord under the Leases, arising prior to the
               Effective Date.


                                   EXHIBIT "D"
                                   -----------


          (b)  By Assignee. Assignee hereby agrees to defend, indemnify and hold
               harmless Assignor from and against all liability, loss, cost,
               damage or expense arising out of or resulting from any
               obligations of Assignee under the Contracts, or as landlord under
               the Leases, arising from and after the Effective Date.

5. This Agreement shall be binding upon and inure to the benefit of Assignor and
Assignee, and their respective legal representatives, successors, and assigns.




IN WITNESS WHEREOF, Assignor and Assignee have duly executed this Assignment as
of the day and year first above written.


"ASSIGNOR"                                  "ASSIGNEE"


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





                              EXHIBIT "D" - Page 2
                              -----------


                           SCHEDULE "1" TO EXHIBIT "D"
                           ---------------------------











                           SCHEDULE "1" TO EXHIBIT "D"
                           ---------------------------


                                   EXHIBIT "E"
                                   -----------

                         LIST OF DUE DILIGENCE MATERIALS
                         -------------------------------

1.   Year end (2003 and 2004) Property income and expense information.
2.   2005 YTD income and expense information.
3.   2003 and 2004 CAM Reconciliation.
4.   2005 CAM Estimates.
5.   2004 and 2005 (YTD) tax bills.
6.   2004, and 2005 (YTD) utility bills.
7.   Property service agreements.
8.   Tenant leases.
9.   Current rent roll.
10.  Most recent survey
11.  Any other information in Seller's possession reasonably requested by Buyer



                                   EXHIBIT "E"
                                   -----------


                                   EXHIBIT "F"
                                   -----------


                              The Border Agreement








                                   EXHIBIT "F"
                                   -----------


                                   EXHIBIT "I"
                                   -----------

                Form of Assignment and Assumption of Ground Lease



RECORDING REQUESTED BY AND
AND WHEN RECORDED MAIL TO:

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

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

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


                    ASSIGNMENT AND ASSUMPTION OF GROUND LEASE


     THIS ASSIGNMENT AND ASSUMPTION OF GROUND LEASE (this "Assignment") is made
and entered into as of this _____ day of ______, 200_ (the "Effective Date"), by
and between __________________ ("Assignor"), and GLIMCHER PROPERTIES LIMITED
PARTNERSHIP, a Delaware limited partnership, having offices at 150 East Gay
Street, Columbus, OH 43215 ("Assignee").


                                    Recitals:

     A. Assignor is the owner of the tenant's ground leasehold interest created
pursuant to and under that certain ground lease more particularly described in
Schedule 1 attached hereto and made a part hereof (the "Ground Lease") and
covering that certain land more particularly described on Exhibit A attached
hereto and made a part hereof (the "Property").

     B. Assignor has agreed to convey to Assignee its right, title, and interest
as tenant in and to the Ground Lease.

     C. Assignor desires to assign and to transfer to Assignee all of Assignor's
right, title, and interest as tenant in and to the Ground Lease, and Assignee
desires to accept such assignment, subject to the terms and conditions set forth
herein.

     NOW, THEREFORE, in consideration of the foregoing and Assignor's execution
of the Ground Lease, the covenants and agreements contained herein and for other
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, mutually agree
as follows:

     1. Assignor does hereby assign, transfer, convey, and set over unto
Assignee all of the right, title, and interest of Assignor in, to an under the
Ground Lease as of the Effective Date subject, however, to the matters set forth
in Exhibit B hereto (the "Permitted Exceptions").



     2. Assignor hereby represents and warrants:

          (a)  that the Ground Lease, a true and copy of which has been
               delivered by Assignor to Assignee, is in full force and effect;

          (b)  that Assignor has good right and power to assign the Ground
               Lease;

          (c)  that the leasehold interest hereby assigned to Assignee is free
               and clear from all encumbrances, except for the Permitted
               Exceptions, and that Assignor does warrant and will forever
               defend the same to Assignee against the unlawful claims and
               demands of all persons claiming by, through or under Assignor,
               except for the holders of the Permitted Exceptions; and

          (d)  that no default exists under the terms of the Ground Lease in
               connection with any of the conditions, covenants, and other
               provisions of the Ground Lease on the part of Assignor to be kept
               and performed that no event has occurred or condition exists
               that, with the passage of time, the giving of notice, or both,
               may result in an occurrence of a default under the terms of the
               Ground Lease.


     3. Assignee, for itself and its successors and permitted assigns, does
hereby accept the assignment of the Ground Lease as of the Effective Date, and
agrees to assume and perform, observe, and discharge all of the obligations,
terms, covenants, and conditions to be performed or observed by Assignor under
the Ground Lease which accrue on or after the Effective Date, including but not
limited to, the obligation to pay Landlord for all fixed rent, additional rent,
and any other charges payable under the Ground Lease.

     4. Assignee shall indemnify and hold Assignor harmless from and against any
and all claims, demands, losses, damages, expenses, and costs arising out of or
in connection with the Ground Lease on or after the Effective Date or any
failure of Assignee to perform or observe any covenant, agreement, term,
provision, or condition of the Ground Lease prior to the Effective Date.

     5. Assignor shall indemnify and hold Assignee harmless from and against any
and all claims, demands, losses, damages, expenses, and costs arising out of or
in connection with the Ground Lease prior to the Effective Date or any failure
of Assignor to perform or observe any covenant, agreement, term, provision, or
condition of the Ground Lease prior to the Effective Date.



     6. This Assignment shall be binding upon, and shall inure to the benefit
of, Assignor and Assignee and their respective successors and permitted assigns.

     7. Assignor and Assignee acknowledge and agree that Landlord is intended to
be a third party beneficiary of this Assignment and that Landlord may rely for
its benefit and the benefit of its successors and assigns upon the obligations
of Assignor and Assignee set forth in this Assignment.

     8. This Assignment shall be governed by, and construed in accordance with,
the laws of the State of Nebraska and each party agrees to jurisdiction and
venue in said state and the federal and state courts located in such state.



                         [NO FURTHER TEXT ON THIS PAGE]



     IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Assumption of Ground Lease to be executed as of the Effective Date.



                               ASSIGNOR:

                               USE BLACK INK ONLY



                               ASSIGNEE:

                               USE BLACK INK ONLY




                         AGREEMENT OF SALE AND PURCHASE

                          AND JOINT ESCROW INSTRUCTIONS

                                 by and between

  PASSCO COLIMA, LLC, a Delaware limited liability company, PASSCO PHM, LLC, a
  Delaware limited liability company, PHM-1, LLC, a Delaware limited liability
    company, , PHM-2, LLC, a Delaware limited liability company, PHM-3, LLC,
 a Delaware limited liability company, PHM-4, LLC, a Delaware limited liability
    company, PHM-5, LLC, a Delaware limited liability company, PHM-6, LLC, a
       Delaware limited liability company, PHM-7, LLC, a Delaware limited
   liability company, PHM-8, LLC, a Delaware limited liability company, PHM-9,
   LLC, a Delaware limited liability company, PHM-10, LLC, a Delaware limited
      liability company, PHM-11, LLC, a Delaware limited liability company,
   PHM-12, LLC, a Delaware limited liability company, PHM-13, LLC, a Delaware
  limited liability company, PHM-14, LLC, a Delaware limited liability company,
        PHM-15, LLC, a Delaware limited liability company, PHM-16, LLC, a
  Delaware limited liability company, PHM-17, LLC, a Delaware limited liability
   company, PHM-18, LLC, a Delaware limited liability company, PHM-20, LLC, a
       Delaware limited liability company, PHM-21, LLC, a Delaware limited
  liability company, PHM-23, LLC, a Delaware limited liability company, PHM-24,
   LLC, a Delaware limited liability company, PHM-25, LLC, a Delaware limited
      liability company, PHM-26, LLC, a Delaware limited liability company,
   PHM-27, LLC, a Delaware limited liability company, PHM-28, LLC, a Delaware
     limited liability company and PHM-29, LLC, a Delaware limited liability
 company, each as tenants in common ( collectively referred to as the "Seller")


                                       and

           GLIMCHER PROPERTIES LIMITED PARTNERSHIP, a Delaware limited
                              partnership ("Buyer")

EX-10.38

                                                                   Exhibit 10.38


                   AMENDMENT TO AGREEMENT OF SALE AND PURCHASE
                          AND JOINT ESCROW INSTRUCTIONS

     This Amendment to Agreement of Sale and Purchase and Joint Escrow
Instructions ("Amendment") is made and entered into this 4th day of November,
2005 by and between Glimcher Properties Limited Partnership, a Delaware limited
partnership (the "Buyer") and Passco Colima, LLC, a Delaware limited liability
company, Passco PHM, LLC, a Delaware limited liability company, PHM-1, LLC, a
Delaware limited liability company, PHM-2, LLC, a Delaware limited liability
company, PHM-3, LLC, a Delaware limited liability company, PHM-4, LLC, a
Delaware limited liability company, PHM-5, LLC, a Delaware limited liability
company, PHM-6, LLC, a Delaware limited liability company, PHM-7, LLC, a
Delaware limited liability company, PHM-8, LLC, a Delaware limited liability
company, PHM-9, LLC, a Delaware limited liability company, PHM-10, LLC, a
Delaware limited liability company, PHM-11, LLC, a Delaware limited liability
company, PHM-12, LLC, a Delaware limited liability company, PHM-13, LLC, a
Delaware limited liability company, PHM-14, LLC, a Delaware limited liability
company, PHM-15, LLC, a Delaware limited liability company, PHM-16, LLC, a
Delaware limited liability company, PHM-17, LLC, a Delaware limited liability
company, PHM-18, LLC, a Delaware limited liability company, PHM-20, LLC, a
Delaware limited liability company, PHM-21, LLC, a Delaware limited liability
company, PHM-23, LLC, a Delaware limited liability company, PHM-24, LLC, a
Delaware limited liability company, PHM-25, LLC, a Delaware limited liability
company, PHM-26, LLC, a Delaware limited liability company, PHM-27, LLC, a
Delaware limited liability company, PHM-28, LLC, a Delaware limited liability
company and PHM-29, LLC, a Delaware limited liability company, each as tenants
in common (collectively, the "Seller").

                                    RECITALS
                                    --------

     A. On or about October 5, 2005, Seller and Buyer entered into that certain
Agreement of Sale and Purchase and Joint Escrow Instructions (the "Agreement")
pursuant to which Seller agreed to sell to Buyer and Buyer agreed to purchase
from Seller an indoor mall commonly known as "Puente Hills Mall", located at
1600 South Azusa Avenue in the City of industry, California (the "Property").

     B. Seller and Buyer have agreed to amend the Agreement as set forth in this
Amendment.

     C. Capitalized terms that are used in this Amendment that are not otherwise
defined in this Amendment shall have the meanings ascribed in the Agreement.

                                   AGREEMENTS
                                   ----------

     For valuable consideration, the receipt and sufficiency of which are
acknowledged, Seller and Buyer agree as follows.

     1. Inspection Period; Waiver of Conditions; and Initial Deposit. The
Inspection Period has expired, Buyer hereby approves all matters relating to the
Property as set forth in Article 3 of the Agreement, and the Initial Deposit is
hereby non-refundable (except in the event of Seller's default under the
Agreement).

     2. Additional Deposit. Buyer shall, within one (1) business day after
mutual execution and delivery of this Amendment, deposit with Escrow Holder, by
wire transfer of immediately available federal funds, the Additional Deposit.



     3. Purchase Price. As full consideration to Buyer for assuming the
obligations of Seller under Section 23.17 of Seller's existing lease dated June
1, 1998 with Linens `N Things (the "LNT Reimbursement Obligation"), the Purchase
Price is hereby reduced to One Hundred Seventy Million Eighty Thousand Dollars
($170,080,000.00). Buyer agrees that from and after the Closing, Seller shall
have no further obligation to Buyer with respect to the LNT Reimbursement
Obligation.

     4. OPA. Buyer agrees that notwithstanding anything contained in Section 3.8
of the Agreement to the contrary, Seller shall have the option, exercisable at
any time prior to the Closing, to retain all obligations of Seller under the
OPA. If Seller elects to retain all obligations under the OPA, Seller agrees to
execute at Closing a mutually acceptable agreement whereby Seller agrees to
indemnify, defend and hold Buyer harmless from and against any and all
obligations under the OPA, and agrees not to amend the OPA without Buyer's prior
written consent.

     5. General Provisions.

          (a) Other than as expressly set forth in this Amendment, the Agreement
     is not amended in any manner.

          (b) From and after the date hereof, all references in the Agreement to
     the term "Agreement" shall be deemed to refer to the Agreement as modified
     by this Amendment.

          (c) This Amendment may be executed in any number of counterparts,
     whether by original, copy, or telecopy signature, and each counterpart of
     this Amendment so executed shall, taken together, comprise one and the same
     original document.

          (d) Time is of the essence of this Amendment.

Executed as of November 4, 2005.

BUYER

GLIMCHER PROPERTIES LIMITED PARTNERSHIP,
a Delaware limited partnership

By: Glimcher Properties Corporation,
    Its sole general partner

    By: /s/ George A. Schmidt
        ------------------------------------
        George A. Schmidt,
        Executive Vice President


SELLER

PASSCO COLIMA, LLC, a Delaware            PASSCO PHM, LLC, a Delaware
limited liability company                 limited liability company

By: Passco Real Estate Enterprises,       By: Passco Real Estate Enterprises,
    Inc., a California corporation,           Inc., a California corporation,
    its _____________                         its ______________

    By: /s/ William H. Winn                   By: /s/ William H. Winn
        ---------------------------               --------------------------
        William H. Winn, President                William H. Winn, President



                                       2


PHM-1, LLC, a Delaware limited liability company

By: /s/ Paul Vincent
    -------------------------------------------------
    Paul Vincent, married man as sole and separate
    property, its Sole Member


PHM-2, LLC, a Delaware limited liability company

By: /s/ Louis R. Favero
    -------------------------------------------------
    Louis R. Favero, Trustee of The Favero
    Family Trust dated November 21, 1989,
    its sole member

By: /s/ Jane R. Favero
    -------------------------------------------------
    Jane R. Favero, Trustee of The Favero Family Trust
    dated November 21, 1989,
    its sole member

PHM-3, LLC, a Delaware limited liability company

By: /s/ Robert T. Mann
    -------------------------------------------------
    Robert T. Mann, its Sole Member

PHM-4, LLC, a Delaware limited liability company

By: /s/ Emi Matsuoka
    -------------------------------------------------
    Emi Matsuoka, Trustee of the Survivor's Trust
    created under the Matsuoka Family Trust dated
    February 16, 1984, its sole member


PHM-5, LLC, a Delaware limited liability company

By: /s/ Bradford H. Bodley
    -------------------------------------------------
    Bradford H. Bodley, a single man, its sole member


PHM-6, LLC, a Delaware limited liability company

By: /s/ Lawana M. Addiego
    -------------------------------------------------
    Lawana M. Addiego, Trustee of the Lawana M. Addiego
    Living Trust dated January 22, 1990, its sole member


PHM-7, LLC, a Delaware limited liability company

By: /s/ Richard D. Miller
    -------------------------------------------------
    Richard D. Miller, as community property,
    its sole member


                                       3



By: /s/ Jane F. Miller
    -------------------------------------------------
    Jane F. Miller, as community property,
    its sole member


PHM-8, LLC, a Delaware limited liability company

By: /s/ James F. Watling
    -------------------------------------------------
    James F. Watling, a married man as his sole and
    separate property, its sole member


PHM-9, LLC, a Delaware limited liability company

By: /s/ Steven M. Hunt
    -------------------------------------------------
    Steven M. Hunt, Trustee of the Hunt Trust
    dated March 18, 1993, its sole member

By: /s/ Marilyn B. Hunt
    -------------------------------------------------
    Marilyn B. Hunt, Trustee of the Hunt Trust
    Dated March 18, 1993, its sole member


PHM-10, LLC, a Delaware limited liability company

By: /s/ Joral Schmalle
    -------------------------------------------------
    Joral Schmalle, its sole member


PHM-11, LLC, a Delaware limited liability company

By: /s/ David G. Thompson
    -------------------------------------------------
    David G. Thompson, joint tenant with
    right of survivorship, its sole member

By: /s/ Katherine Thompson
    -------------------------------------------------
    Katherine Thompson, joint tenant with
    right of survivorship, its sole member


PHM-12, LLC, a Delaware limited liability company

By: /s/ Chau Tran
    -------------------------------------------------
    Chau Tran, as Husband and Wife,
    its sole member

By: /s/ Anh-Dao Bui
    -------------------------------------------------
    Anh-Dao Bui, as Husband and Wife,
    its sole member


                                       4



PHM-13, LLC, a Delaware limited liability company

By: DCK, LLC, a Virginia limited liability company, its
    sole member

By: /s/ Leonard W. Kraisel
    -------------------------------------------------
    Leonard W. Kraisel, Managing Member


PHM-14, LLC, a Delaware limited liability company

By: GSR Corporation, a California corporation, its sole
    member

By: /s/ Stuart W. Ross
    -------------------------------------------------
    Stuart W. Ross, President


PHM-15, LLC, a Delaware limited liability company

By: /s/ Barry L. Ross
    -------------------------------------------------
    Barry L. Ross, a single man, its sole member


PHM-16, LLC, a Delaware limited liability company

By: /s/ Stuart S. Ross
    -------------------------------------------------
    Stuart W. Ross, as community property, its sole member

By: /s/ Marybeth Ross
    -------------------------------------------------
    Marybeth Ross, as community property its sole member


PHM-17, LLC, a Delaware limited liability company

By: /s/ Fred Quock
    -------------------------------------------------
    Fred Quock, Trustee of the Fred Y.T. Quock and Yvette
    C. Quock 1987 Trust dated May 19, 1987
    its sole member

By: /s/ Yvette C. Quock
    -------------------------------------------------
    Yvette C. Quock, Trustee of the Fred Y.T. Quock and
    Yvette C. Quock 1987 Trust dated May 19, 1987, its sole
    member


PHM-18, LLC, a Delaware limited liability company

By: /s/ Horace E. Fite
    -------------------------------------------------
    Horace E. Fite, as Trustee of the Fite Family Trust of
    1996 dated June 27, 1996, its sole member

By: /s/ Helen P. Fite
    -------------------------------------------------
    Helen P. Fite, as Trustee of the Fite Family Trust of
    1996 dated June 27, 1996, its sole member


                                       5


PHM-20, LLC, a Delaware limited liability company

By: /s/ Jean D. Howe
    -------------------------------------------------
    Jean D. Howe, as Trustee of the Survivor's Trust
    Created under the Howe Family Trust dated January 12,
    1990, its sole member


PHM-21, LLC, a Delaware limited liability company

By: Garden Lane Associates, LLC, an Arizona limited
    liability company, its sole member

By: /s/ William G. Rogers
    -------------------------------------------------
    William G. Rogers, Member


PHM-23, LLC, a Delaware limited liability company

By: /s/ Marla Schmalle
    -------------------------------------------------
    Marla Schmalle, its sole member


PHM-24, LLC, a Delaware limited liability company

By: Roblar, L.L.C., a Nevada limited liability company,
    its sole member

By: /s/ Larry Hass
    -------------------------------------------------
    Larry Haas, Managing Member


PHM-25, LLC, a Delaware limited liability company

By: /s/ Tyler R. Hunt
    -------------------------------------------------
    Tyler R. Hunt, Trustee of the Hunt
    Trust dated November 4, 1998, its sole member

By: /s/ Patsy O. Hunt
    -------------------------------------------------
    Patsy O. Hunt, Trustee of the Hunt
    Trust dated November 4, 1998, its sole member


PHM-26, LLC, a Delaware limited liability company

By: Crist Property Company, a California corporation,
    its sole member

By: /s/ Frank L. Crist III
    -------------------------------------------------
    Frank L. Crist, III, President


PHM-27, LLC, a Delaware limited liability company

By: /s/ Clayton K. Lee
    -------------------------------------------------
    Clayton K. Lee, Trustee of the Clayton K. Lee
    Family Living Trust Dated June 29, 1990, its sole
    member


                                       6


By: /s/ Lorrie Lee
    -------------------------------------------------
    Lorrie Lee, Trustee of the Clayton K. Lee
    Family Living Trust Dated June 29, 1990, its
    sole member


PHM-28, LLC, a Delaware limited liability company

By: /s/ Michael E. Horejsi
    -------------------------------------------------
    Michael E. Horejsi, as Trustee of
    the Horejsi Family 2002 Revocable Trust
    dated November 8, 2002, its sole member

By: /s/ Patricia H. Horejsi
    -------------------------------------------------
    Patricia H. Horejsi, as Trustee of the Horejsi
    Family 2002 Revocable Trust dated November 8, 2002,
    its sole member


PHM-29, LLC, a Delaware limited liability company

By: /s/ Jerry W. Jordan
    -------------------------------------------------
    Jerry W. Jordan, Trustee of the 1986 JORDAN
    LIVING TRUST dated June 25, 1986

By: /s/Joan M. Jordan
    -------------------------------------------------
    Joan M. Jordan, Trustee of the 1986 JORDAN
    LIVING TRUST dated June 25, 1986




                                       7

EX-10.39

                                                                   Exhibit 10.39


Upon recordation, return to:
James A. L. Daniel, Jr., Esq.
Alston & Bird LLP
101 S. Tryon Street, Suite 4000
Charlotte, NC 28280-4000



        LASALLE BANK NATIONAL ASSOCIATION, AS TRUSTEE FOR THE REGISTERED
             HOLDERS OF GREENWICH CAPITAL COMMERCIAL FUNDING CORP.,
          COMMERCIAL MORTGAGE TRUST 2003-C1, COMMERCIAL MORTGAGE PASS-
                      THROUGH CERTIFICATES, SERIES 2003-C1




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

                            LOAN ASSUMPTION AGREEMENT

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





                          Date: As of December 29, 2005


                              _____________________



                            LOAN ASSUMPTION AGREEMENT
                            -------------------------

     THIS LOAN ASSUMPTION AGREEMENT (this "Agreement") is made and entered into
as of December __, 2005, by and among PUENTE HILLS MALL, LLC, a Delaware limited
liability company, having an address of 150 East Gay Street, Columbus, OH 43215
("Assuming Borrower"), GLIMCHER PROPERTIES LIMITED PARTNERSHIP, a Delaware
limited partnership, having an address of 150 East Gay Street, Columbus, OH
43215 (the "Replacement Indemnitor"), PASSCO PHM, LLC, a Delaware limited
liability company ("PHM"), PASSCO COLIMA, LLC, a Delaware limited liability
company "Colima" and collectively with PHM, the "Passco Original Borrowers") and
each of the other borrowers that assumed the Loan as contemplated in Section
5.26.2 of the Loan Agreement (defined below) (collectively with the Passco
Original Borrowers, the "Original Borrowers"), each having an address c/o Passco
Real Estate Enterprises, Inc., 96 Corporate Park, Suite 200, Irvine, CA 92606,
and PASSCO REAL ESTATE ENTERPRISES INC., a California corporation ("Passco"),
WILLIAM O. PASSO ("Passo" and collectively with Passco, the "Passco Original
Indemnitors") and each other TIC Owner that executed a guaranty of recourse
obligations (collectively the "Original Guaranty Agreements") as contemplated in
section 5.26.2 of the Loan Agreement (collectively with the Passco Indemnitors,
the "Original Indemnitors"), each having an address c/o Passco Real Estate
Enterprises, Inc., 96 Corporate Park, Suite 200, Irvine, CA 92606, in favor of
LASALLE BANK NATIONAL ASSOCIATION, as Trustee for the Registered Holders of
Greenwich Capital Commercial Funding Corp. Commercial Mortgage Trust 2003-C1,
Commercial Mortgage Pass-Through Certificates, Series 2003-C1, whose mailing
address is c/o Wachovia Securities, Commercial Real Estate Services, 8739
Research Drive-URP4, Charlotte, NC 28288-1075 (28262-1075 for overnight
deliveries), Attn: Portfolio Manager ("Lender").

                                    Recitals
                                    --------

     A. Greenwich Capital Financial Products, Inc. (the "Original Lender"),
pursuant to the Loan Documents (as hereinafter defined) made a loan to Original
Borrowers in the original principal amount of $92,000,000.00 (the "Loan"). The
Loan is evidenced and secured by the following documents executed in favor of
Original Lender by the Passco Original Borrowers and assumed by the other
Original Borrowers:

     (1)  Promissory Note dated May 9, 2003, payable by Original Borrowers to
          Original Lender in the original principal amount of $92,000,000.00
          (the "Note");

     (2)  Loan Agreement of even date with the Note by and among the Passco
          Original Borrowers and Original Lender (the "Loan Agreement");

     (3)  Deed of Trust, Assignment of Leases and Rents and Security Agreement
          of even date with the Note, granted by the Passco Original Borrowers
          to Chicago Title Company, as Trustee for the benefit of Original
          Lender, recorded as document no. 03-1349505 in the real estate records
          of Los Angeles County, California ("Recorder's Office") (the
          "Mortgage");

     (4)  Assignment of Leases and Rents of even date with the Note granted by
          the Passco Original Borrowers to Original Lender, recorded as document
          no. 03-1349506, in the Recorder's Office (the "Assignment");



     (5)  Assignment of Agreements, Licenses, Permits and Contracts of even date
          with the Note from the Passco Original Borrowers in favor of Original
          Lender;

     (6)  Asbestos Operations and Maintenance Program of even date with the Note
          from the Passco Original Borrowers in favor of Original Lender; and

     (7)  Deposit Account Agreement of even date with the Note by and between
          the Passco Original Borrowers, Original Lender and the Deposit Bank
          named therein (the "Deposit Agreement").

The foregoing documents, together with any and all other documents executed by
the Passco Original Borrowers and assumed by the other Original Borrowers in
connection with the Loan, are collectively called the "Loan Documents." As used
herein, the term "New Obligors" shall mean Assuming Borrower and Replacement
Indemnitor and the term "Original Obligors" shall mean Original Borrowers and
Original Indemnitors.

     B. Original Lender assigned, sold and transferred its interest in the Loan
and all Loan Documents to Lender and Lender is the current holder of all of
Original Lender's interest in the Loan and Loan Documents.

     C. Original Borrowers continue to be the owners of the Property (as defined
below) as tenants-in-common.

     D. Pursuant to that certain Agreement of Sale and Purchase and Joint Escrow
Instructions dated as of October 5, 2005 (as amended and as assigned to Assuming
Borrower, the "Sales Agreement"), Original Borrowers agreed to sell, and
Assuming Borrower agreed to purchase, that certain real property more
particularly described on Exhibit A attached hereto, together with all other
property encumbered by the Mortgage and the other Loan Documents (collectively,
the "Property"). The Sales Agreement requires that the Assuming Borrower assume
the Loan and the obligations of Original Borrowers under the Loan Documents, and
conditions the closing of the sale of the Property upon the Lender's consent to
the sale of the Property and the assumption of the Loan.

     E. Pursuant to Section 5.26.3 of the Loan Agreement, Original Borrowers
have the right to sell the Property to a third party subject to the satisfaction
of certain conditions specified therein. Original Borrowers and Assuming
Borrower have requested that Lender consent to the sale, conveyance, assignment
and transfer of the Property by Original Borrowers to Assuming Borrower, subject
to the Mortgage and the other Loan Documents, and to the assumption by Assuming
Borrower of the Loan and the obligations of Original Borrowers under the Loan
Documents, to the extent set forth herein (the "Assumption").

     F. In connection with the Assumption, and as provided under Section 5.26.3,
Lender has required, and Replacement Guarantor has agreed, to execute a guaranty
of recourse obligations of even date herewith guaranteeing certain recourse
obligations under the Loan Agreement being assumed the Assuming Borrower (the
"Replacement Guaranty").

     G. Lender is willing to consent to the sale, conveyance, assignment and
transfer of the Property by Original Borrowers to Assuming Borrower, subject to


                                       2


(i) the Mortgage and the other Loan Documents, (ii) the Assumption on and
subject to the terms and conditions set forth in this Agreement and in the Loan
Documents and (iii) to the execution of the Replacement Guaranty by Replacement
Indemnitor.

     H. Lender, Original Borrowers, Passco Indemnitors and New Obligors by their
respective executions hereof, evidence their consent to the transfer of the
Property to Assuming Borrower and the Assumption as hereinafter set forth.

                             Statement of Agreement
                             ----------------------

     In consideration of the mutual covenants and agreements set forth herein,
the parties hereto hereby agree as follows:

     1. Representations, Warranties, and Covenants of Original Borrowers and
Passco Original Indemnitors, Release of Lender.

          (a) Original Borrowers and Passco Indemnitors hereby represent to
Lender, as of the date hereof, that (i) simultaneously with the execution and
delivery hereof, Original Borrower has conveyed and transferred all of the
Property to Assuming Borrower; (ii) simultaneously with the execution and
delivery hereof, Original Borrower has assigned and transferred to Assuming
Borrower all leases, tenancies, security deposits and prorated rents of the
Property in effect as of the date hereof ("Leases") retaining no rights therein
or thereto; (iii) Original Borrower has not received a mortgage from Assuming
Borrower encumbering the Property to secure the payment of any sums due Original
Borrower or obligations to be performed by Assuming Borrower; (iv) except as may
otherwise be permitted pursuant to the Loan Documents, the Mortgage is a valid
first lien on the Property for the full unpaid principal amount of the Loan and
all other amounts as stated therein; (v) no Default or Event of Default (each as
defined in the Loan Agreement) has occurred and is continuing; (vi) there are no
defenses, set-offs or rights of defense, set-off or counterclaim whether legal,
equitable or otherwise to the obligations evidenced by or set forth in the Loan
Documents; (vii) all provisions of the Loan Documents are in full force and
effect, and have not been modified, supplemented or amended in any manner except
as modified herein; (viii) except as may otherwise be permitted pursuant to the
Loan Documents, there are no subordinate liens of any kind covering or relating
to the Property nor are there any mechanics' liens or liens for unpaid taxes or
assessments encumbering the Property, nor has notice of a lien or notice of
intent to file a lien been received; and (ix) the representations and warranties
made by Original Borrowers and Passco Indemnitors in the Loan Documents or in
any other documents or instruments delivered in connection with the Loan
Documents as modified herein, including, without limitation, all representations
and warranties with respect to environmental matters, are true, on and as of the
date hereof, with the same force and effect as if made on and as of the date
hereof.

          (b) Original Borrowers hereby assign to Assuming Borrower all of
Original Borrowers' right, title and interest in, to and under the Loan
Documents including without limitation all rights, benefits, burdens and
obligations.

          (c) Original Borrowers and Passco Indemnitors hereby covenant and
agree that: (i) from and after the date hereof, Lender may deal solely with New
Obligors in all matters relating to the Loan, the Loan Documents, and the


                                       3


Property; (ii) they shall not at any time hereafter take (x) a mortgage or other
lien encumbering the Property or (y) a pledge of direct or indirect interests in
Assuming Borrower from any party to secure any sums to be paid or obligations to
be performed by Assuming Borrower so long as any portion of the Loan remains
unpaid; and (iii) Lender has no further duty or obligation of any nature
relating to this Loan or the Loan Documents to Original Obligors.

Original Borrowers and Passco Indemnitors understand and intend that Lender
shall rely on the representations, warranties and covenants contained herein.

     2. Representations, Warranties, and Covenants of New Obligors.

          (a) New Obligors hereby represent and warrant to Lender, as of the
date hereof, that: (i) simultaneously with the execution and delivery hereof,
Assuming Borrower has purchased from Original Borrower all of the Property, and
has accepted Original Borrower's assignment of the Leases; (ii) Assuming
Borrower has assumed the performance of Original Borrower's obligations under
the Leases from and after the date hereof; (iii) Assuming Borrower has not
granted to Original Borrower (x) a mortgage or other lien upon the Property or
(y) a pledge of direct or indirect interests in the Assuming Borrower to secure
any debt or obligations owed to Original Borrower; (iv) to the knowledge of New
Obligors, no Default or Event of Default has occurred or is continuing; (v) to
the knowledge of New Obligors, all provisions of the Loan Documents are in full
force and effect; (vi) to the knowledge of New Obligors, the representations and
warranties made in the Loan Documents or in any other documents or instruments
delivered in connection with the Loan Documents, as modified herein, are true,
on and as of the date hereof; and (vii) New Obligors have reviewed all of the
Loan Documents and consent to the terms thereof.

          (b) Assuming Borrower shall not hereafter, without Lender's prior
consent in accordance with the terms of the Loan Documents, further encumber the
Property or sell or transfer the Property or any interest therein, except as may
be specifically permitted in the Loan Documents. New Obligors have no knowledge
that any of the representations and warranties made by the Original Borrowers
and/or Passco Indemnitors herein are untrue, incomplete, or incorrect.

          (c) Replacement Indemnitor hereby represents and warrants to the
Lender that Replacement Indemnitor is an affiliate of the Assuming Borrower and
Replacement Indemnitor will derive substantial economic benefit from the
Lender's consent to the Assumption. The Replacement Indemnitor hereby
acknowledges and agrees that the Replacement Indemnitor has executed this
Agreement and agreed to be bound by the covenants and agreements set forth
herein in order to induce the Lender to consent to the transaction described
herein. Accordingly, the Replacement Indemnitor acknowledges that the Lender
would not consent to the transaction described herein without the execution and
delivery by the Replacement Indemnitor of this Agreement.

New Obligors understand and intend that Lender shall rely on the
representations, warranties and covenants contained herein.

     3. Assumption of Obligations of Borrower. Assuming Borrower hereby assumes
the Debt (as defined in the Loan Agreement) and Assuming Borrower hereby assumes
all the other obligations of Original Borrower of every type and nature set


                                       4


forth in the Loan Documents arising from and after the date hereof in accordance
with their respective terms and conditions, as the same may be modified by this
Agreement. Assuming Borrower further agrees to abide by and be bound by all of
the terms of the Loan Documents applicable to the "Borrower", "Assignor" or
"Trustor" (as applicable), in accordance with their respective terms and
conditions, as modified herein, including but not limited to, the
representations, warranties, covenants, assurances and indemnifications therein,
all as though each of the Loan Documents had been made, executed, and delivered
by Assuming Borrower. Assuming Borrower agrees to pay when and as due all sums
due under the Note and agrees to pay, perform, and discharge each and every
other obligation of payment and performance of the "Borrower", "Assignor" or
"Trustor" (as applicable) pursuant to and as set forth in the Loan Documents at
the time, in the manner and otherwise in all respects as therein provided.
Assuming Borrower hereby acknowledges, agrees and warrants that (i) there are no
rights of set-off or counterclaim, nor any defenses of any kind, whether legal,
equitable or otherwise, which would enable Assuming Borrower to avoid or delay
timely performance of its obligations under the Loan Documents, as applicable;
and (ii) there are no monetary encumbrances or liens of any kind or nature
against the Property except those created by the Loan Documents, and all rights,
priorities, titles, liens and equities securing the payment of the Note are
expressly recognized as valid and are in all things renewed, continued and
preserved in force to secure payment of the Note, except as amended herein.

     4. Consent to Conveyance and Assumption; Release of Original Obligors.
Subject to the terms and conditions set forth in this Agreement, Lender consents
to: (a) the sale, conveyance, assignment and transfer of the Property by
Original Borrower to Assuming Borrower, subject to the Mortgage and the other
Loan Documents and (b) the assumption by Assuming Borrower of the Loan and the
obligations of Original Borrower under the Loan Documents. Original Obligors are
hereby released from any liability to Lender under any and all of the Loan
Documents first arising or accruing subsequent to the Assumption. Lender's
consent to such transfer and Assumption shall, however, not constitute its
consent to any subsequent transfers of the Property. Original Borrowers and
Passco Indemnitors hereby acknowledge and agree that the foregoing release shall
not be construed to release Original Obligors from any personal liability under
the Loan Agreement, the Original Guaranty Agreements, or any of the other Loan
Documents for any act or event occurring or obligation arising prior to or
simultaneously with the closing of the transaction described herein.

     5. Release and Covenant Not to Sue. Original Borrowers, Passco Indemnitors
and New Obligors, on behalf of themselves and their heirs, successors and
assigns, hereby release and forever discharge Lender, any trustee of the Loan,
any servicer of the Loan, each of their respective predecessors in interest and
successors and assigns, together with the officers, directors, partners,
employees, investors, certificate holders and agents of each of the foregoing
(collectively, the "Lender Parties"), from all debts, accountings, bonds,
warranties, representations, covenants, promises, contracts, controversies,
agreements, claims, damages, judgments, executions, actions, inactions,
liabilities demands or causes of action of any nature, at law or in equity,
known or unknown, which Original Borrowers, Passco Indemnitors and New Obligors
now have by reason of any cause, matter, or thing through and including the date
hereof, including, without limitation, matters arising out of or relating to:
(a) the Loan, including, without limitation, its funding, administration and
servicing; (b) the Loan Documents; (c) the Property; (d) any reserve and/or


                                       5


escrow balances held by Lender or any servicers of the Loan; or (e) the sale,
conveyance, assignment and transfer of the Property. Original Borrowers, Passco
Indemnitors and New Obligors, on behalf of themselves and their heirs,
successors and assigns, covenant and agree never to institute or cause to be
instituted or continue prosecution of any suit or other form of action or
proceeding of any kind or nature whatsoever against any of the Lender Parties by
reason of or in connection with any of the foregoing matters, claims or causes
of action.

     6. Acknowledgment of Indebtedness. This Agreement recognizes the reduction
of the principal amount of the Note and the payment of interest thereon to the
extent of payments made by Original Borrower prior to the date of execution of
this Agreement. The parties acknowledge and agree that, as of the date of this
Agreement, the principal balance of the Note is $88,791,036.94 and interest on
the Note is paid to November 30, 2005. Assuming Borrower acknowledges and agrees
that the Loan, as evidenced and secured by the Loan Documents, is a valid and
existing indebtedness payable by Assuming Borrower to Lender. The parties
acknowledge that Lender is holding the following escrow and/or reserve balances:

              Tax Escrow:               $ 802,416.14
              Insurance Escrow:         $ 191,781.84
              Capital Expense Reserve:  $ 182,102.52
              Rollover Reserve:         $  31,397.17
              Ground Rent Reserve:      $  44,044.21

The parties acknowledge and agree that Lender shall continue to hold the escrow
and reserve balances for the benefit of Assuming Borrower in accordance with the
terms of the Loan Documents. Original Borrowers and Passco Indemnitors covenant
and agree that the Lender Parties have no further duty or obligation of any
nature to Original Obligors relating to such escrow and/or reserve balances.
Original Borrowers and Passco Indemnitors hereby release and forever discharge
the Lender Parties from any obligations to Original Obligors relating to such
escrow and/or reserve balances. New Obligors acknowledge and agree that the
funds listed above constitute all of the reserve and escrow funds currently held
by Lender with respect to the Loan and authorize such funds to be transferred to
an account controlled by Lender for the benefit of Lender and Assuming Borrower.

     The parties further acknowledge and agree that Lender shall direct the
Deposit Bank (as defined in the Deposit Agreement) to continue to hold and
manage the accounts established pursuant to the Deposit Agreement for the
benefit of Assuming Borrower in accordance with the terms thereof. Original
Borrowers and Passco Indemnitors covenant and agree that the Deposit Bank and
Lender Parties have no further duty or obligation of any nature to Original
Obligors relating to such accounts. Original Borrowers and Passco Indemnitors
hereby release and forever discharge the Deposit Bank and Lender Parties from
any obligations to Original Obligors relating to such accounts.

     7. Modifications of the Loan Documents. The Loan Documents are hereby
modified as follows:


                                       6


          (a) The definition of "Approved Control Party" in the Loan Agreement
is hereby deleted and replaced with the following: "Approved Control Party":
Glimcher Properties Limited Partnership".

          (b) The definition of "Approved TIC Borrower Control Party" in the
Loan Agreement is hereby deleted together with all references to such defined
term in the Loan Documents.

          (c) The definition of "Borrowers" in the Loan Agreement is hereby
deleted and the definition of "Borrower" in the Loan Agreement is hereby
modified to refer to Assuming Borrower.

          (d) The definition of "Borrower's Designee" in the Loan Agreement is
hereby deleted together with all references to such defined term in the Loan
Documents.

          (e) Section (iii) of the definition of "Cash Trap Period" in the Loan
Agreement is hereby deleted.

          (f) The definition of "Guarantor" in the Loan Agreement is hereby
deleted and replaced with the following: "Guarantor": Glimcher Properties
Limited Partnership".

          (g) The definition of "Key Principal" in the Loan Agreement is hereby
deleted together with all subsequent references to such defined term in the Loan
Documents.

          (h) The reference to the defined term "Clearing Account Agreements" in
Section (v) of the definition of "Loan Documents" in the Loan Agreement is
hereby modified to refer to that certain Deposit Account Control Agreement of
even date herewith by among Assuming Borrower, Lender and the Manager and
Clearing Bank named below. Section (vii) of the definition of Loan Documents in
the Loan Agreement is hereby modified to refer to that Guaranty of Recourse
Obligations of even date with this Agreement executed by Replacement Indemnitor.
The last sentence of the definition of "Loan Documents" in the Loan Agreement is
hereby deleted.

          (i) The definition of "Management Agreement" in the Loan Agreement is
hereby modified to refer to that certain Property Management Agreement of even
date herewith by and between Assuming Borrower and the Manager named below.

          (j) The definition of "Manager" in the Loan Agreement is hereby
deleted and replaced with the following: "Manager: Glimcher Properties Limited
Partnership or any successor, assignee or replacement manager appointed by
Borrower in accordance with Section 5.12."

          (k) The dollar amount referenced in the definition of "Material
Alteration" in the Loan Agreement is herby changed from "$250,000" to
"$1,000,000.00".

          (l) The definition of "PASSCO" in the Loan Agreement is hereby deleted
together with all references to such defined term in the Loan Documents.


                                       7


          (m) The definition of "Permitted TIC Transfer" in the Loan Agreement
is hereby deleted together with all references to such defined term in the Loan
Documents.

          (n) The definition of "Permitted Transfers" in the Loan Agreement is
hereby deleted and replaced with the following: "Permitted Transfers: (i) a
Lease entered into in accordance with the Loan Documents; (ii) a Permitted
Encumbrance; (iii) a Transfer and Assumption pursuant to Section 5.26.3; (iv)
provided that no Event of Default shall then exist, a Transfer of a direct or
indirect interest in Borrower to any Person, provided that (A) such Transfer
shall not (x) cause the transferee (other than Approved Control Party or Puente
Hills Mall REIT, LLC), together with its Affiliates, to acquire Control of
Borrower or to increase its direct or indirect interest in any Borrower to an
amount which exceeds 49%; (B) Borrower shall give Lender notice of such Transfer
together with copies of all instruments effecting such Transfer not less than 10
days prior to the date of such Transfer, and (C) the legal and financial
structure of Borrower and its members and the single purpose nature and
bankruptcy remoteness of Borrower and its members after such Transfer, shall
satisfy Lender's then current applicable underwriting criteria and requirements.
Notwithstanding the foregoing, or any other provisions of the Loan Agreement, as
amended, Borrower acknowledges and agrees that the Class B Member's exercise of
its rights under Section 4.2(d) of the Limited Liability Company Agreement of OG
Retail Holding Co., LLC shall constitute a Transfer hereunder and be subject to
prior Lender consent.

          (o) The definition of "Tenant in Common Agreement" in the Loan
Agreement is hereby deleted together with all references to such defined term in
the Loan Documents.

          (p) The definition of "Title Insurance Policy" in the Loan Agreement
is hereby modified to refer to the Title Insurance Policy as endorsed in
connection with the Assumption.

          (q) The definition of "Clearing Bank" in Section 3.1 of the Loan
Agreement is hereby modified to refer to Wachovia Bank, National Association or
another Eligible Institution selected by Borrower and approved by Lender
pursuant to Section 3.1.

          (r) Notwithstanding the provisions of Section 3.6 of the Loan
Agreement, Lender agrees that Assuming Borrower will not be required to fund the
Operating Expense Subaccount other than during a Cash Trap Period.

          (s) Section 4.18 of the Loan Agreement is hereby deleted and replaced
with the following: "4.18 Ownership of Borrower. The organizational chart
attached hereto as Schedule 3 is complete and accurate and illustrates all
Persons who have a direct or indirect ownership interest in Borrower". Schedule
3 to the Loan Agreement is hereby deleted and replaced with the organizational
chart for the Assuming Borrower attached to this Agreement as Schedule 1.

          (t) Section 4.25 is hereby deleted.

          (u) The reference to the environmental assessment report in Section
4.21 is modified to refer to that Phase I Environmental Site Assessment of
Puente Hills Mall prepared by EMG, dated October 26, 2005.


                                       8


          (v) The following is added at the end of the first sentence of Section
4.24 of the Loan Agreement: ", except for that certain Addendum No. 1 to Ground
Lease dated December 22, 1972, and a letter agreement dated November 8, 2004."

          (w) Lender acknowledges that Assuming Borrower has notified Lender
that Assuming Borrower intends to do material internal alterations at the
Property (the "Proposed Alterations") with an estimated cost in excess of the
dollar limit stated in the definition of "Material Alterations" in the Loan
Agreement, as modified hereby. Provided that the Assuming Borrower submits
detailed plans for the Proposed Alterations to Lender and further provided that
Assuming Borrower otherwise complies with 5.4.2 of the Loan Agreement and any
other applicable provisions of the Loan Documents, Lender agrees that it will
not withhold its consent to the Proposed Alterations.

          (x) Notwithstanding the provisions of the Section 5.10.3 of the Loan
Agreement, Lender agrees that Lender consent shall not be required for any
leases for under 5,000 square feet or for license agreements.

          (y) Section 5.12.1(f) is hereby deleted.

          (z) The reference to the non-consolidation opinion in Section 5.14 of
the Loan Agreement is hereby modified to refer to that certain non-consolidation
opinion of even date herewith delivered by counsel for the Assuming Borrower.

          (aa) Section 5.26.2 of the Loan Agreement is hereby deleted, together
with all references in the Loan Documents to the defined terms "Additional TIC
Borrowers", "Additional TIC Transfers" "Initial TIC Borrowers", "Initial TIC
Transfers", "TIC Borrowers", "TIC Owner", "Permitted TIC Transfer Period",
"Substitute TIC Borrower" and "TIC Transfer and Assumption".

          (bb) Section 5.32 of the Loan Agreement is hereby deleted.

          (cc) Section 5.33 of the Loan Agreement is hereby deleted.

          (dd) The notice address of the "Borrower" set forth in section 6.1 of
the Loan Agreement, together with all other references to the address of the
"Borrower" in the Loan Documents) is deleted and replaced with the following:

          "if to Borrower: Puente Hills Mall, LLC, 150 East Gay Street,
          Columbus, OH 43215, Attn: General Counsel, with a copy to: Squire,
          Sanders & Dempsey L.L.P., 801 South Figueroa, 14th Floor Los Angeles,
          California 90017-5554, Attn. Randolph H. Gustafson".

          (ee) The notice address of the "Lender" set forth in section 6.1 of
the Loan Agreement, together with all other references to the address of the
"Lender" in the Loan Documents) is deleted and replaced with the following:

          "if to Lender: LaSalle Bank National Association, as Trustee for the
          Registered Holders of Greenwich Capital Funding Corp. Commercial
          Mortgage Trust 2003-C1, Commercial Mortgage Pass-Through Certificates,


                                       9


          Series 2003-C1, c/o Wachovia Securities, Commercial Real Estate
          Services, 8739 Research Drive-URP4, Charlotte, NC 28288-1075
          (28262-1075 for overnight deliveries), Attn: Portfolio Manager, with a
          copy to: Alston & Bird LLP, 101 S. Tryon Street, Suite 4000,
          Charlotte, NC 28280-4000, Attn: James A. L. Daniel, Jr., Esq."

          (ff) The first sentence of Section 6.3.5 of the Loan Agreement is
hereby deleted and replaced with the following: "Borrower shall prepare and
submit (or shall cause Manager to prepare and submit) to Lender by December 15th
of each year during the Term a proposed pro forma budget for the Property for
the succeeding calendar year (the "Annual Budget", and, promptly after
preparation thereof, any revisions to such Annual Budget." The defined term
"Approved Annual Budget" is hereby deleted and any references to the "Approved
Annual Budget" shall be deemed references to the "Annual Budget" as submitted to
Lender. The defined terms "Approved Operating Budget" and "Approved Capital
Budget" are hereby modified to refer to the operating budget and the capital
budget as submitted to Lender in the Annual Budget.

          (gg) The defined term "Borrowers Recourse Obligations" is hereby
changed to refer to the recourse obligations being assumed by Assuming Borrower
under this Agreement.

          (hh) The parenthetical in Section 10.1(j) of the Loan Agreement is
hereby deleted and the following parenthetical is hereby added: "(provided that
if Oxford is appointed as successor manager following such termination or
removal as provided in Section 5.12.2, as modified, such termination or removal
shall not constitute an Event of Default or trigger recourse liability)"

          (ii) Section 10.1(k) of the Loan Agreement is hereby deleted.

          (jj) In Section 10.6(b) of the Loan Agreement, "Sidney Mandel at 1350
Avenue of the Americas, Suite 3100, New York, New York" is replaced by
Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, DE
19808.

     8. Interest Accrual Rate and Monthly Installment Payment Amount to Remain
the Same. The interest rate and the monthly payments set forth in the Note shall
remain unchanged. Prior to the occurrence of an Event of Default hereunder or
under the Note, interest shall accrue on the principal balance outstanding from
time to time at the Interest Rate (as defined in the Note) and principal and
interest (which does not include such amounts as may be required to fund escrow
obligations under the terms of the Loan Documents) shall continue to be paid in
accordance with the provisions of the Note.

     9. Conditions. This Agreement shall be of no force and effect until each of
the following conditions has been met to the complete satisfaction of Lender:

          (a) Fees and Expenses. Original Borrower and/or Assuming Borrower
shall pay, or cause to be paid at closing: (i) all costs and expenses incident
to the preparation, execution and recordation hereof and the consummation of the
transaction contemplated hereby, including, but not limited to, recording fees,
filing fees, surveyor fees, broker fees, transfer or mortgage taxes, rating
agency confirmation fees, application fees, all third party fees, search fees,


                                       10


transfer fees, inspection fees, title insurance policy or endorsement premiums
or other charges of the title company and escrow agent, and the fees and
expenses of legal counsel to any Lender Party and any applicable rating agency
and (ii) an assumption fee to Lender in the amount of $887,910.37 being one
percent (1%) of the outstanding principal balance of the Note as of the date of
the transfer and assumption contemplated by this Agreement and the other fees
and expenses outlined in the beneficiary statement distributed to the parties by
Lender.

          (b) Other Conditions. Satisfaction of all requirements under the Loan
Documents and the closing checklist for this transaction as determined by Lender
and Lender's counsel in their sole discretion.

     10. Default.

          (a) Breach. Any breach of New Obligors, Original Borrowers or Passco
Indemnitors of any of the representations, warranties and covenants contained
herein shall constitute a default under the Mortgage and each other Loan
Document.

          (b) Failure to Comply. Any failure of New Obligors, Original Borrowers
or Passco Indemnitors to fulfill any one of the conditions set forth in this
Agreement shall constitute a default under this Agreement and the Loan
Documents.

     11. No Further Consents. New Obligors, Original Borrowers and Passco
Indemnitors acknowledge and agree that Lender's consent herein contained is
expressly limited to the sale, conveyance, assignment and transfer herein
described, that such consent shall not waive or render unnecessary Lender's
consent or approval of any subsequent sale, conveyance, assignment or transfer
of the Property, and that Section 5.26 of the Loan Agreement, as modified
hereby, shall continue in full force and effect.

     12. Additional Representations, Warranties and Covenants of New Obligors.
As a condition of this Agreement, New Obligors represent and warrant to Lender
as follows:

          (a) Assuming Borrower is a limited liability company duly organized,
validly existing and in good standing under the laws of the State of Delaware
and is qualified to do business and in good standing in the State of California.
Assuming Borrower has full power and authority to enter into and carry out the
terms of this Agreement and to assume and carry out the terms of the Loan
Documents.

          (b) Puente Hills Mall REIT, LLC is a limited liability company duly
organized and validly existing in good standing under the laws of the State of
Delaware and is authorized to transact business as a foreign corporation in each
jurisdiction in which such authorization is necessary for the operation of the
business or properties of Assuming Borrower. Puente Hills Mall REIT, LLC is, and
shall remain, the sole member of Assuming Borrower and has full power and
authority to enter into this Agreement as sole member on behalf of Assuming
Borrower, and to execute this Agreement.

          (c) Replacement Indemnitor is a limited partnership duly organized,
validly existing and in good standing under the laws of the State of Delaware.


                                       11


Replacement Indemnitor has full power and authority to enter into and carry out
the terms of this Agreement and to assume and carry out the terms of the Loan
Documents to which it is a party.

          (d) This Agreement and the Loan Documents constitute legal, valid and
binding obligations of New Obligors enforceable in accordance with their
respective terms. Neither the entry into nor the assumption and performance of
and compliance with this Agreement or any of the Loan Documents has resulted or
will result in any violation of, or a conflict with or a default under, any
judgment, decree, order, mortgage, indenture, contract, agreement or lease by
which New Obligors or any property of New Obligors are bound or any statute,
rule or regulation applicable to New Obligors.

          (e) There is no action, proceeding or investigation pending or
threatened which questions, directly or indirectly, the validity or
enforceability of this Agreement or any of the other Loan Documents, or any
action taken or to be taken pursuant hereto or thereto, or which might result in
any material adverse change in the condition (financial or otherwise) or
business of New Obligors.

          (f) There has been no legislative action, regulatory change,
revocation of license or right to do business, fire, explosion, flood, drought,
windstorm, earthquake, accident, other casualty or act of God, labor trouble,
riot, civil commotion, condemnation or other action or event which has had any
material adverse effect, on the business or condition (financial or otherwise)
of New Obligors or any of their properties or assets, whether insured against or
not, since New Obligors submitted to Lender their request to assume the Loan.

          (g) The financial statements and other data and information supplied
by New Obligors in connection with Assuming Borrower's request to assume the
Loan or otherwise supplied in contemplation of the assumption of the Loan by
Assuming Borrower were in all material respects true and correct on the dates
they were supplied, and since their dates no material adverse change in the
financial condition of New Obligors has occurred, and there is not any pending
or threatened litigation or proceedings which might impair to a material extent
the business or financial condition of New Obligors.

          (h) Without limiting the generality of the assumption of the Loan
Documents by Assuming Borrower, Assuming Borrower hereby specifically remakes
and reaffirms the representations, warranties and covenants of the "Borrower"
set forth in the Loan Documents.

          (i) No representation or warranty of New Obligors made in this
Agreement contains any untrue statement of material fact or omits to state a
material fact necessary in order to make such representations and warranties not
misleading in light of the circumstances under which they are made.

          (j) Assuming Borrower hereby represents and warrants to Lender that
Assuming Borrower will not permit the transfer of any interest in Assuming
Borrower to any person or entity (or any beneficial owner of such entity) who is
listed on the specifically Designated Nationals and Blocked Persons List
maintained by the Office of Foreign Asset Control, Department of the Treasury
pursuant to Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 25, 2001)
and/or any other list of terrorists or terrorist organizations maintained
pursuant to any of the rules and regulations of Office of Foreign Asset Control,
Department of the Treasury or pursuant to any other applicable Executive Orders


                                       12


(such lists are collectively referred to as the "OFAC Lists"). Assuming Borrower
will not knowingly enter into a lease with any party who is listed on the OFAC
Lists. Assuming Borrower shall immediately notify Lender if Assuming Borrower
has knowledge that any member or beneficial owner of Assuming Borrower is listed
on the OFAC Lists or (A) is indicted on or (B) arraigned and held over on
charges involving money laundering or predicate crimes to money laundering.
Assuming Borrower shall immediately notify Lender if Assuming Borrower knows
that any tenant is listed on the OFAC Lists or (A) is convicted on, (B) pleads
nolo contendere to, (C) is indicted on or (D) is arraigned and held over on
charges involving money laundering or predicate crimes to money laundering.
Assuming Borrower further represents and warrants to Lender that Assuming
Borrower is currently not on the OFAC List. None of the Assuming Borrower, any
subsidiary of the Assuming Borrower or any affiliate of the Assuming Borrower or
Replacement Indemnitor is (i) named on the list of Specially Designated
Nationals or Blocked Persons maintained by the U.S. Department of the Treasury's
Office of Foreign Assets Control available at
http://www.treas.gov/offices/eotffc/ofac/sdn/index.html, or (ii) (A) an agency
of the government of a country, (B) an organization controlled by a country, or
(C) a person residing in a country that is subject to a sanctions program
identified on the list maintained by the U.S. Department of the Treasury's
Office of Foreign Assets Control and available at
http://www.treas.gov/offices/eotffc/ofac/sanctions/index.html, or as otherwise
published from time to time, as such program may be applicable to such agency,
organization or person.

     13. Additional Representations, Warranties and Covenants of Original
Borrowers and Passco Indemnitors. As a condition of this Agreement, Original
Borrowers and Passco Indemnitors represent and warrant to Lender as follows:

          (a) Each Original Borrower is a limited liability company duly
organized, validly existing and in good standing under the laws of the State of
Delaware and is qualified to do business and in good standing in the State of
California. Each Original Borrower has full power and authority to enter into
and carry out the terms of this Agreement and to convey the Property and assign
the Loan Documents.

          (b) William O. Passo is a resident of the State of Nevada and is
legally competent to execute this Agreement.

          (c) Passco Real Estate Enterprises, Inc. is a corporation duly
organized, validly existing and in good standing under the laws of the State of
California. Passco Real Estate Enterprises, Inc. has full power and authority to
enter into and carry out the terms of this Agreement.

          (d) This Agreement, the Sales Agreement and all other documents
executed by Original Borrowers and Passco Indemnitors in connection therewith,
constitute legal, valid and binding obligations of Original Borrowers and Passco
Indemnitors enforceable in accordance with their respective terms. Neither the
entry into nor the performance of and compliance with this Agreement, the Sales
Agreement and all other documents executed by Original Borrowers and Passco
Indemnitors in connection therewith has resulted or will result in any violation
of, or a conflict with or a default under, any judgment, decree, order,
mortgage, indenture, contract, agreement or lease by which Original Borrowers or
Passco Indemnitors or any property of Original Borrowers and Passco Indemnitors
are bound or any statute, rule or regulation applicable to Original Borrowers or
Passco Indemnitors.


                                       13


          (e) Original Borrowers and Passco Indemnitors have not received any
written notices from any governmental entity claiming that either the Property,
Original Borrowers or Passco Indemnitors' use of the Property is not presently
in compliance with any laws, ordinances, rules, and regulations bearing upon the
use and operation of the Property, including, without limitation, any notice
relating to zoning laws or building code regulations.

          (f) The certified rent roll provided to Lender of even date herewith,
is a true, complete and accurate summary of all tenant leases ("Tenant Leases"
or individually, a "Tenant Lease") affecting the Property as of the date of this
Agreement. No rent has been prepaid under any Tenant Lease except rent for the
current month. Each Tenant Lease has been duly executed and delivered by, and,
to the knowledge of Original Borrowers and Passco Indemnitors, is a binding
obligation of, the respective tenant, and each Tenant Lease is in full force and
effect. Each Tenant Lease represents the entire agreement between the Original
Borrower and the respective tenant and no Tenant Lease has been terminated,
renewed, amended, modified or otherwise changed without the prior written
consent of Lender to the extent required by the Loan Documents. The tenant under
each Tenant Lease has taken possession of and is in occupancy of the premises
therein described and is open for business. Rent payments have commenced under
each Tenant Lease, and all tenant improvements in such premises and other
conditions to occupancy and/or rent commencement have been completed by Original
Borrower or its predecessor in interest. All obligations of the landlord under
the Tenant Leases have been performed, and no event has occurred and no
condition exists that, with the giving of notice or lapse of time or both, would
constitute a default by Original Borrower under any Tenant Lease. There are no
offsets or defenses that any tenant has against the full enforcement of any
Tenant Lease by the Original Borrower. Each Tenant Lease is fully and freely
assignable by the Original Borrower without notice to or the consent of the
tenant thereunder.

          (g) Original Borrower is the current owner of the Property. There are
no pending or threatened suits, judgments, arbitration proceeding,
administrative claims, executions or other legal or equitable actions or
proceedings against Original Borrowers, Passco Indemnitors or the Property, any
pending or threatened condemnation or annexation proceedings affecting the
Property, any agreements to convey any portion of the Property, or any rights
thereto, that are not disclosed in this Agreement, including, without
limitation, any pending or threatened administrative claim by any governmental
agency.

          (h) No representation or warranty of Original Borrowers or Passco
Indemnitors made in this Agreement contains any untrue statement of material
fact or omits to state a material fact necessary in order to make such
representations and warranties not misleading in light of the circumstances
under which they are made.

     14. Incorporation of Recitals. Each of the Recitals set forth above in this
Agreement are incorporated herein and made a part hereof.

     15. Property Remains as Security for Lender. All of the Property shall
remain in all respects subject to the lien, charge or encumbrance of the
Mortgage. Except as expressly set forth in this Agreement, nothing contained
herein shall affect or be construed to release or affect the liability of any


                                       14


party or parties who may now or hereafter be liable under or on account of the
Note or the Mortgage, nor shall anything contained herein affect or be construed
to affect any other security for the Note held by Lender.

     16. No Waiver by Lender. Nothing contained herein shall be deemed a waiver
of any of Lender's rights or remedies under any of the Loan Documents, or under
applicable law.

     17. References. From and after the date hereof: (a) references in any of
the Loan Documents to any of the other Loan Documents will be deemed to be
references to such other Loan Documents as modified by this Agreement; (b) all
references to the "Borrowers" or "Trustors" in the plural shall hereinafter be
deemed to refer to a single "Borrower" and "Trustor" and all references to "each
Borrower" or "each Trustor" in the Loan Documents shall hereafter be deemed
references to "Borrower" and "Trustor"; (c) references in the Loan Documents to
"Borrower(s)" or "Trustor(s)" shall hereafter be deemed to refer to Assuming
Borrower; (d) references in the Loan Documents to the "Guarantor", "Indemnitor"
or "Principal" shall hereafter be deemed to refer to Replacement Indemnitor; and
(d) all references to the term "Loan Documents" or "Security Documents" in the
Loan documents shall refer to the Loan Documents as defined herein, this
Agreement, and all documents executed in connection with this Agreement.

     18. Relationship with Loan Documents. To the extent that this Agreement is
inconsistent with the Loan Documents, this Agreement will control and the Loan
Documents will be deemed amended by this Agreement. Except as explicitly amended
hereby, the Loan Documents shall remain unchanged and in full force and effect.

     19. Titles and Captions. Titles and captions of sections and subsections of
this Agreement have been inserted for convenience only, and neither limit nor
amplify the provisions of this Agreement.

     20. Partial Invalidity. Any provision of this Agreement or the Loan
Documents held to be illegal, invalid or unenforceable in any jurisdiction,
shall, as to such jurisdiction, be ineffective only to the extent of such
illegality, invalidity or unenforceability, without invalidating the remainder
of such provision or the remaining provision hereof or thereof or affecting the
legality, validity or enforceability of such provision in any other
jurisdiction.

     21. Entire Agreement. This Agreement and the documents contemplated to be
executed herewith constitute the entire agreement among the parties hereto with
respect to the assumption of the Loan. The Agreement supersedes all prior
negotiations regarding the transfer of the Property and the Assumption. This
Agreement and the Loan Documents may only be amended, revised, waived,
discharged, released or terminated by a written instrument executed by the party
against which enforcement of the amendment, revision, waiver, discharge, release
or termination is asserted. Any alleged amendment, revision, waiver, discharge,
release or termination of this Agreement which is not in writing and signed by
the parties shall not be effective as to any party.

     22. Binding Effect. This Agreement and the documents contemplated to be
executed in connection herewith shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns; provided,


                                       15


however, that the foregoing provision shall not be a consent by Lender to any
further sale, conveyance, assignment or transfer of the Property by Assuming
Borrower.

     23. Multiple Counterparts. This Agreement may be executed in multiple
counterparts, each of which when so executed shall be deemed an original and
shall be binding upon all parties and all of which, taken together, shall
constitute one and the same Agreement.

     24. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State where the Property is located.

     25. Effective Date. This Agreement shall be effective as of the date of its
execution by the parties hereto and upon such date this Agreement shall be
incorporated into the terms of the Loan Documents.

     26. Time of Essence. Time is of the essence with respect to all provisions
of this Agreement.

     27. Cumulative Remedies. All remedies contained in this Agreement are
cumulative and Lender shall also have all other remedies provided at law and in
equity contained in the Mortgage and other Loan Documents. Such remedies may be
pursued separately, successively or concurrently at the sole discretion of
Lender and may be exercised in any order and as often as occasion therefor shall
arise.

     28. Construction. Each party hereto acknowledges that it has participated
in the negotiation of this Agreement and that no provision shall be construed
against or interpreted to the disadvantage of any party. New Obligors and
Original Borrowers and Passco Indemnitors have had sufficient time to review
this Agreement, have been represented by legal counsel at all times, have
entered into this Agreement voluntarily and without fraud, duress, undue
influence or coercion of any kind. Lender has not made a representation or
warranty to any party except as set forth in this Agreement.

     29. WAIVER OF JURY TRIAL. ORIGINAL BORROWERS AND PASSCO INDEMNITORS, NEW
OBLIGORS AND LENDER, TO THE FULL EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY,
INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL,
WAIVE, RELINQUISH AND FOREVER FORGO THE RIGHT TO A TRIAL BY JURY IN ANY ACTION
OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO THE LOAN
DOCUMENTS OR THIS AGREEMENT.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                                       16


ORIGINAL BORROWER:

PASSCO COLIMA, LLC, a Delaware limited liability company

By: Passco Real Estate Enterprises, Inc.,
    a California corporation, its sole member

    By: /s/ William H. Winn
        -------------------------------------------
        William H. Winn, President

PASSCO PHM, LLC, a Delaware limited liability company

By: Passco Puente Hills, LLC, a Delaware limited
    liability company, its sole member

    By: Passco Real Estate Enterprises, Inc.,
        a California corporation, its Manager

        By: /s/ William H. Winn
            ---------------------------------------
            William H. Winn, President

ORIGINAL INDEMNITOR:

PASSCO REAL ESTATE ENTERPRISES INC., a California
corporation

By: /s/ William H. Winn
    -----------------------------------------------
    William H. Winn, President

WILLIAM O. PASSO

/s/ William O. Passo
- -----------------------------------------------

ASSUMING BORROWER:

PUENTE HILLS MALL, LLC
a Delaware limited liability company

    By: PUENTE HILLS MALL REIT, LLC
        a Delaware limited liability company, its sole member

        By: OG RETAIL HOLDING CO., LLC
            a Delaware limited liability company, its managing
            member

            By: GLIMCHER PROPERTIES LIMITED PARTNERSHIP, a
                Delaware limited partnership,
                Its Administering Member



                By: GLIMCHER PROPERTIES CORPORATION, Delaware
                    corporation, Its Sole General Partner

                    By: /s/George A. Schmidt
                        ------------------------
                        George A. Schmidt
                        Executive Vice President

ASSUMING INDEMNITOR:

GLIMCHER PROPERTIES LIMITED
PARTNERSHIP, a Delaware limited partnership

    By: Glimcher Properties Corporation, a Delaware
        corporation, its sole partner

        By: /s/George A. Schmidt
            ------------------------
            George A. Schmidt
            Executive Vice President

LENDER:


LASALLE BANK NATIONAL ASSOCIATION, as Trustee for the
Registered Holders of Greenwich Capital Commercial Funding
Corp., Commercial Mortgage Trust 2003-C1, Commercial
Mortgage Pass-Through Certificates, Series 2003-C1

By: Wachovia Bank, National Association, solely in its
    capacity as Master Servicer, as authorized pursuant
    to that Pooling and Servings Agreement dated June
    30, 2003

    By: /s/ Maureen C. Hickey-Bates
        -------------------------------
    Name: Maureen C. Hickey-Bates
    Title: Vice President

[Notary]
PHM-1, LLC, a Delaware limited liability company

By: /s/ Paul Vincent
    ----------------------------------------------
    Paul Vincent, married man as sole and separate
    property, its Sole Member



PHM-2, LLC, a Delaware limited liability company

By: /s/ Louis R. Favero
    ----------------------------------------------
    Louis R. Favero, Trustee of The Favero
    Family Trust dated November 21, 1989,
    its sole member

By: /s/ Jane R. Favero
    ----------------------------------------------
    Jane R. Favero, Trustee of The Favero Family Trust
    dated November 21, 1989, its sole member


PHM-3, LLC, a Delaware limited liability company

By: /s/ Robert T. Mann
    ----------------------------------------------
    Robert T. Mann, its Sole Member


PHM-4, LLC, a Delaware limited liability company

By: /s/ Emi Matsuoka
    ----------------------------------------------
    Emi Matsuoka, Trustee of the Survivor's Trust
    created under the Matsuoka Family Trust dated
    February 16, 1984, its sole member


PHM-5, LLC, a Delaware limited liability company

By: /s/ Bradford H. Bodley
    ----------------------------------------------
    Bradford H. Bodley, a single man, its sole member


PHM-6, LLC, a Delaware limited liability company

By: /s/ Lawana M. Addiego
    ----------------------------------------------
    Lawana M. Addiego, Trustee of the Lawana M. Addiego
    Living Trust dated January 22, 1990, its sole member


PHM-7, LLC, a Delaware limited liability company

By: /s/ Richard D. Miller
    ----------------------------------------------
    Richard D. Miller, as community property,
    its sole member

By: /s/ Jane F. Miller
    ----------------------------------------------
    Jane F. Miller, as community property,
    its sole member



PHM-8, LLC, a Delaware limited liability company

By: /s/ James F. Watling
    ----------------------------------------------
    James F. Watling, a married man as his sole and
    separate property, its sole member


PHM-9, LLC, a Delaware limited liability company

By: /s/ Steven M. Hunt
    ----------------------------------------------
    Steven M., Hunt, Trustee of the Hunt Trust
    dated March 18, 1993, its sole member

By: /s/ Marilyn B. Hunt
    ----------------------------------------------
    Marilyn B. Hunt, Trustee of the Hunt Trust
    Dated March 18, 1993, its sole member


PHM-10, LLC, a Delaware limited liability company

By: /s/ Joral Schmalle
    ----------------------------------------------
    Joral Schmalle, its sole member


PHM-11, LLC, a Delaware limited liability company

By: /s/ David G. Thompson
    ----------------------------------------------
    David G. Thompson, joint tenant with
    right of survivorship, its sole member

By: /s/ Katherine Thompson
    ----------------------------------------------
    Katherine Thompson, joint tenant with
    right of survivorship, its sole member


PHM-12, LLC, a Delaware limited liability company

By: /s/ Chau Tran
    ----------------------------------------------
    Chau Tran, as Husband and Wife,
    its sole member

By: /s/ Anh-Dao Bui
    ----------------------------------------------
    Anh-Dao Bui, as Husband and Wife,
    its sole member


PHM-13, LLC, a Delaware limited liability company

By: DCK, LLC, a Virginia limited liability company, its
    sole member

    By: /s/ Leonard W. Kraisel
        ------------------------------------------
        Leonard W. Kraisel, Managing Member



PHM-14, LLC, a Delaware limited liability company

By: GSR Corporation, a California corporation, its sole
    member

By: /s/ Stuart W. Ross
    ----------------------------------------------
    Stuart W. Ross, President


PHM-15, LLC, a Delaware limited liability company

By: /s/Barry L. Ross
    ----------------------------------------------
    Barry L. Ross, a single man, its sole member


PHM-16, LLC, a Delaware limited liability company

By: /s/ Stuart W. Ross
    ----------------------------------------------
    Stuart W. Ross, as community property, its
    sole member

By: /s/ Marybeth Ross
    ----------------------------------------------
    Marybeth Ross, as community property its sole
    member


PHM-17, LLC, a Delaware limited liability company

By: Deceased
    ----------------------------------------------
    Fred Quock, Trustee of the Fred Y.T. Quock and
    Yvette C. Quock 1987 Trust dated May 19, 1987
    its sole member

By: /s/ Yvette C. Quock
    ----------------------------------------------
    Yvette C. Quock, Trustee of the Fred Y.T. Quock
    and Yvette C. Quock 1987 Trust dated May 19, 1987,
    its sole member

PHM-20, LLC, a Delaware limited liability company

By: /s/ Jean D. Howe
    ----------------------------------------------
    Jean D. Howe, as Trustee of the Survivor's Trust
    Created under the Howe Family Trust dated
    January 12, 1990, its sole member


PHM-21, LLC, a Delaware limited liability company

By: Garden Lane Associates, LLC, an Arizona limited
    liability company, its sole member

By: /s/ William G. Rogers
    ----------------------------------------------
    William G. Rogers, Member



PHM-23, LLC, a Delaware limited liability company

By: /s/ Marla Schmalle
    ----------------------------------------------
    Marla Schmalle, its sole member


PHM-24, LLC, a Delaware limited liability company

By: Roblar, L.L.C., a Nevada limited liability company,
    its sole member

By: /s/ Larry Haas
    ----------------------------------------------
    Larry Haas, Managing Member


PHM-25, LLC, a Delaware limited liability company

By: /s/ Tyler R. Hunt
    ----------------------------------------------
    Tyler R. Hunt, Trustee of the Hunt
    Trust dated November 4, 1998, its sole member

By: /s/ Patsy O. Hunt
    ----------------------------------------------
    Patsy O. Hunt, Trustee of the Hunt
    Trust dated November 4, 1998, its sole member


PHM-26, LLC, a Delaware limited liability company

By: Crist Property Company, a California corporation,
    its sole member

By: /s/ Frank L. Crist, III
    ----------------------------------------------
    Frank L. Crist, III, President


PHM-27, LLC, a Delaware limited liability company

By: /s/ Clayton K. Lee
    ----------------------------------------------
    Clayton K. Lee, Trustee of the Clayton K. Lee
    Family Living Trust Dated June 29, 1990, its sole
     member

By: /s/ Lorrie Lee
    ----------------------------------------------
    Lorrie Lee, Trustee of the Clayton K. Lee
    Family Living Trust Dated June 29, 1990, its sole
    member



PHM-28, LLC, a Delaware limited liability company

By: /s/ Michael E. Horejsi
    ----------------------------------------------
    Michael E. Horejsi, as Trustee of
    the Horejsi Family 2002 Revocable Trust
    dated November 8, 2002, its sole member

By: /s/ Patricia H. Horejsi
    ----------------------------------------------
    Patricia H. Horejsi, as Trustee of the Horejsi
    Family 2002 Revocable Trust dated November 8, 2002,
    its sole member

PHM-29, LLC, a Delaware limited liability company

By: /s/ Jerry W. Jordan
    ----------------------------------------------
    Jerry W. Jordan, Trustee of the 1986 JORDAN
    LIVING TRUST dated June 25, 1986

By: /s/ Joan M. Jordan
    ----------------------------------------------
    Joan M. Jordan, Trustee of the 1986 JORDAN
    LIVING TRUST dated June 25, 1986

[Each signature was notarized]




                                    EXHIBIT A
                                    ---------

                    [TITLE COMPANY TO ATTACH EXHIBIT A LEGAL
                          DESCRIPTION OF THE PROPERTY]





                                   SCHEDULE 1
                                   ----------

                   ORGANIZATIONAL CHART FOR ASSUMING BORROWER
                   ------------------------------------------

EX-10.40

                                                                   Exhibit 10.40


================================================================================


                        GUARANTY OF RECOURSE OBLIGATIONS


                                     made by


                    GLIMCHER PROPERTIES LIMITED PARTNERSHIP,
                         a Delaware limited partnership

                            as replacement guarantor,


                                   in favor of


                  LASALLE BANK NATIONAL ASSOCIATION, as Trustee
             for the Registered Holders of Greenwich Capital Funding
               Corp. Commercial Mortgage Trust 2003-C1, Commercial
               Mortgage Pass-Through Certificates, Series 2003-C1




                          Dated as of December 29, 2005




                        GUARANTY OF RECOURSE OBLIGATIONS

     This GUARANTY OF RECOURSE OBLIGATIONS (this "Guaranty"), dated as of
December 29, 2005, made by GLIMCHER PROPERTIES LIMITED PARTNERSHIP, a Delaware
limited partnership, having an address at 150 East Gay Street, Columbus, OH
43215 ("Replacement Guarantor"), in favor of LASALLE BANK NATIONAL ASSOCIATION,
as Trustee for the Registered Holders of Greenwich Capital Funding Corp.
Commercial Mortgage Trust 2003-C1, Commercial Mortgage Pass-Through
Certificates, Series 2003-C1, whose mailing address is c/o Wachovia Securities,
Commercial Real Estate Services, 8739 Research Drive-URP4, Charlotte, NC
28288-1075 (28262-1075 for overnight deliveries), Attn: Portfolio Manager
(together with its successors and assigns, hereinafter referred to as "Lender").

                                R E C I T A L S:

     A. Pursuant to that certain Loan Agreement dated as of dated May 9, 2003
(as amended, modified, supplemented or replaced from time to time, the "Loan
Agreement") between PASSCO PHM, LLC and PASSCO COLIMA, LLC (the "Passco Original
Borrowers") and Greenwich Capital Financial Products, Inc. (the "Original
Lender"), Original Lender made a loan (the "Loan") to the Passco Original
Borrowers in the principal amount of $92,000,000, subject to the terms and
conditions of the Loan Agreement;

     B. As a condition to Original Lender's making the Loan, Original Lender
required that Passco Real Estate Enterprises, Inc., and William O. Passo (the
"Passco Original Guarantors") execute and deliver a Guaranty of Recourse
Obligations of even date with the Loan Agreement (the "Original Passco
Guaranty");

     C. As contemplated in Section 5.26.2 of the Loan Agreement, the Passco
Original Borrowers transferred tenant-in-common interests to various "Borrowers"
each of which assumed the Loan on a joint and several basis with the Passco
Original Borrowers (collectively with the Passco Original Borrowers, the
"Original Borrowers")

     D. As further contemplated in Section 5.26.2 of the Loan Agreement,
Original Lender required that each TIC Owner (as defined in the Loan Agreement)
execute a guaranty of recourse obligations (collectively with the Original
Passco Guaranty, the "Original Guaranty Agreements") as contemplated in section
5.26.2 of the Loan Agreement (collectively with the Passco Original Guarantors,
the "Original Guarantors");

     E. Original Lender assigned, sold and transferred its interest in the Loan
and all Loan Documents (as defined in the Loan Agreement) to Lender and Lender
is the current holder of all of Original Lender's interest in the Loan and Loan
Documents;

     F. As more particularly described in that certain Loan Assumption Agreement
of even date herewith (the "Assumption Agreement"), Original Borrowers have
transferred the Property (as defined in the Loan Agreement) to PUENTE HILLS
MALL, LLC, a Delaware limited liability company ("Assuming Borrower") and
Assuming Borrower has agreed to assume the Loan and the obligations of Original
Borrowers under the Loan Documents (the "Assumption");


                                      -2-


     G. As a condition to granting its consent to the Assumption, Lender has
required that Replacement Guarantor execute this Guaranty; and

     H. Replacement Guarantor acknowledges that it will materially benefit from
Lender's agreeing to consent to the Assumption.

     NOW, THEREFORE, in consideration of the premises set forth herein and as an
inducement for and in consideration of the agreement of Lender to make the Loan
pursuant to the Loan Agreement, Replacement Guarantor hereby agrees, covenants,
represents and warrants to Lender as follows:

     1. Definitions.

          (a) All capitalized terms used and not defined herein shall have the
respective meanings given such terms in the Loan Agreement, as amended by the
Assumption Agreement.

          (b) The term "Guaranteed Obligations" means (i) Assuming Borrower's
Recourse Liabilities (the "Recourse Liability Guaranteed Obligations") and (ii)
from and after the date that any Springing Recourse Event occurs, payment of the
Guaranteed Amount (and whether accrued prior to, on or after such date) (the
"Springing Recourse Guaranteed Obligations").

          (c) The term "Guaranteed Amount" means the amount for which Assuming
Borrower is liable pursuant to Section 10.1(b) of the Loan Agreement.

     2. Guaranty.

          (a) Replacement Guarantor hereby irrevocably, absolutely and
unconditionally guarantees to Lender the full, prompt and complete payment when
due of the Guaranteed Obligations.

          (b) All sums payable to Lender under this Guaranty shall be payable on
demand and without reduction for any offset, claim, counterclaim or defense.

          (c) Replacement Guarantor hereby agrees to indemnify, defend and save
harmless Lender from and against any and all costs, losses, liabilities, claims,
causes of action, expenses and damages, including reasonable attorneys' fees and
disbursements, which Lender may suffer or which otherwise may arise by reason of
Assuming Borrower's failure to pay any of the Guaranteed Obligations when due,
irrespective of whether such costs, losses, liabilities, claims, causes of
action, expenses or damages are incurred by Lender prior or subsequent to (i)
Lender's declaring the Principal, interest and other sums evidenced or secured
by the Loan Documents to be due and payable, (ii) the commencement or completion
of a judicial or non judicial foreclosure of the Mortgage or (iii) the
conveyance of all or any portion of the Property by deed-in-lieu of foreclosure.

          (d) Replacement Guarantor agrees that no portion of any sums applied
(other than sums received from Replacement Guarantor in full or partial
satisfaction of its obligations hereunder), from time to time, in reduction of
the Debt shall be deemed to have been applied in reduction of the Guaranteed


                                      -3-


Obligations until such time as the Debt has been paid in full, or Replacement
Guarantor shall have made the full payment required hereunder, it being the
intention hereof that the Guaranteed Obligations shall be the last portion of
the Debt to be deemed satisfied.

     3. Representations and Warranties. Replacement Guarantor hereby represents
and warrants (as to itself) to Lender as follows (which representations and
warranties shall be given as of the date hereof and shall survive the execution
and delivery of this Guaranty):

          (a) Organization, Authority and Execution. Replacement Guarantor is a
limited partnership duly organized, validly existing and in good standing under
the laws of the State of Delaware and has all necessary power and authority to
own its properties and to conduct its business as presently conducted or
proposed to be conducted and to enter into and perform this Guaranty and all
other agreements and instruments to be executed by it in connection herewith.
This Guaranty has been duly executed and delivered by Replacement Guarantor.

          (b) Enforceability. This Guaranty constitutes a legal, valid and
binding obligation of Replacement Guarantor, enforceable against Replacement
Guarantor in accordance with its terms, except as enforceability may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors' rights generally.

          (c) No Violation. The execution, delivery and performance by
Replacement Guarantor of its obligations under this Guaranty has been duly
authorized by all necessary action, and do not and will not violate any law,
regulation, order, writ, injunction or decree of any court or governmental body,
agency or other instrumentality applicable to Replacement Guarantor, or result
in a breach of any of the terms, conditions or provisions of, or constitute a
default under, or result in the creation or imposition of any mortgage, lien,
charge or encumbrance of any nature whatsoever upon any of the assets of
Replacement Guarantor pursuant to the terms of Replacement Guarantor's
organizational documents, or any mortgage, indenture, agreement or instrument to
which Replacement Guarantor is a party or by which it or any of its properties
is bound. Replacement Guarantor is not in default under any other guaranty which
it has provided to any of the Lender Parties (as defined in the Assumption
Agreement).

          (d) No Litigation. There are no actions, suits or proceedings at law
or at equity, pending or, to Replacement Guarantor's best knowledge, threatened
against or affecting Replacement Guarantor or which involve or might involve the
validity or enforceability of this Guaranty or which might materially adversely
affect the financial condition of Replacement Guarantor or the ability of
Replacement Guarantor to perform any of its obligations under this Guaranty.
Replacement Guarantor is not in default beyond any applicable grace or cure
period with respect to any order, writ, injunction, decree or demand of any
Governmental Authority which might materially adversely affect the financial
condition of Replacement Guarantor or the ability of Replacement Guarantor to
perform any of its obligations under this Guaranty.

          (e) Consents. All consents, approvals, orders or authorizations of, or
registrations, declarations or filings with, all Governmental Authorities
(collectively, the "Consents") that are required in connection with the valid
execution, delivery and performance by Replacement Guarantor of this Guaranty


                                      -4-


have been obtained and Replacement Guarantor agrees that all Consents required
in connection with the carrying out or performance of any of Replacement
Guarantor's obligations under this Guaranty will be obtained when required.

          (f) Financial Statements and Other Information. All financial
statements of Replacement Guarantor heretofore delivered to Lender are true and
correct in all material respects and fairly present the financial condition of
Replacement Guarantor as of the respective dates thereof, and no materially
adverse change has occurred in the financial conditions reflected therein since
the respective dates thereof. None of the aforesaid financial statements or any
certificate or statement furnished to Lender by or on behalf of Replacement
Guarantor in connection with the transactions contemplated hereby, and none of
the representations and warranties in this Guaranty contains any untrue
statement of a material fact or omits to state a material fact necessary in
order to make the statements contained therein or herein not misleading.
Replacement Guarantor is not insolvent within the meaning of the United States
Bankruptcy Code or any other applicable law, code or regulation and the
execution, delivery and performance of this Guaranty will not render Replacement
Guarantor insolvent.

          (g) Consideration. Replacement Guarantor is the owner, directly or
indirectly, of legal and beneficial equity interests in Assuming Borrower, and
as such will materially benefit from Lender's consent to the Assumption.

     4. Financial Statements. Replacement Indemnitor shall deliver to Lender,
(a) within 120 days after the end of each fiscal year of Replacement Indemnitor,
a complete copy of Replacement Indemnitor's annual financial statements, (b) if
requested by Lender, within 60 days after the end of each fiscal quarter of
Replacement Indemnitor, financial statements (including a balance sheet as of
the end of such fiscal quarter and a statement of income and expense for such
fiscal quarter) certified by Replacement Indemnitor and in form, content, level
of detail and scope reasonably satisfactory to Lender, and (c) 20 days after
request by Lender, such other financial information with respect to Replacement
Indemnitor as Lender may reasonably request.

     5. Unconditional Character of Obligations of Replacement Guarantor.

          (a) The obligations of Replacement Guarantor hereunder shall be
irrevocable, absolute and unconditional, irrespective of the validity,
regularity or enforceability, in whole or in part, of the other Loan Documents
or any provision thereof, or the absence of any action to enforce the same, any
waiver or consent with respect to any provision thereof, the recovery of any
judgment against Assuming Borrower, Replacement Guarantor or any other Person or
any action to enforce the same, any failure or delay in the enforcement of the
obligations of Assuming Borrower under the other Loan Documents or Replacement
Guarantor under this Guaranty, or any setoff, counterclaim, and irrespective of
any other circumstances which might otherwise limit recourse against Replacement
Guarantor by Lender or constitute a legal or equitable discharge or defense of a
guarantor or surety. Lender may enforce the obligations of Replacement Guarantor
under this Guaranty by a proceeding at law, in equity or otherwise, independent
of any loan foreclosure or similar proceeding or any deficiency action against
Assuming Borrower or any other Person at any time, either before or after an
action against the Property or any part thereof, Assuming Borrower or any other
Person. This Guaranty is a guaranty of payment and performance and not merely a


                                      -5-


guaranty of collection. Replacement Guarantor waives diligence, notice of
acceptance of this Guaranty, filing of claims with any court, any proceeding to
enforce any provision of any other Loan Document, against Replacement Guarantor,
Assuming Borrower or any other Person, any right to require a proceeding first
against Assuming Borrower or any other Person, or to exhaust any security
(including, without limitation, the Property) for the performance of the
Guaranteed Obligations or any other obligations of Assuming Borrower or any
other Person, or any protest, presentment, notice of default or other notice or
demand whatsoever (except to the extent expressly provided to the contrary in
this Guaranty).

          (b) The obligations of Replacement Guarantor under this Guaranty, and
the rights of Lender to enforce the same by proceedings, whether by action at
law, suit in equity or otherwise, shall not be in any way affected by any of the
following:

               (i) any insolvency, bankruptcy, liquidation, reorganization,
          readjustment, composition, dissolution, receivership, conservatorship,
          winding up or other similar proceeding involving or affecting Assuming
          Borrower, the Property or any part thereof, Replacement Guarantor or
          any other Person;

               (ii) any failure by Lender or any other Person, whether or not
          without fault on its part, to perform or comply with any of the terms
          of the Loan Agreement, or any other Loan Documents, or any document or
          instrument relating thereto;

               (iii) the sale, transfer or conveyance of the Property or any
          interest therein to any Person, whether now or hereafter having or
          acquiring an interest in the Property or any interest therein and
          whether or not pursuant to any foreclosure, trustee sale or similar
          proceeding against Assuming Borrower or the Property or any interest
          therein;

               (iv) the conveyance to Lender, any Affiliate of Lender or
          Lender's nominee of the Property or any interest therein by a
          deed-in-lieu of foreclosure;

               (v) the release of Assuming Borrower 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 by operation of
          law or otherwise; or

               (vi) the release in whole or in part of any collateral for any or
          all Guaranteed Obligations or for the Loan or any portion thereof.

          (c) Except as otherwise specifically provided in this Guaranty,
Replacement Guarantor hereby expressly and irrevocably waives all defenses in an
action brought by Lender to enforce this Guaranty based on claims of waiver,
release, surrender, alteration or compromise and all setoffs, reductions, or
impairments, whether arising hereunder or otherwise.

          (d) Lender may deal with Assuming Borrower and Affiliates of Assuming
Borrower in the same manner and as freely as if this Guaranty did not exist and
shall be entitled, among other things, to grant Assuming Borrower or any other
Person such extension or extensions of time to perform any act or acts as may be
deemed advisable by Lender, at any time and from time to time, without


                                      -6-


terminating, affecting or impairing the validity of this Guaranty or the
obligations of Replacement Guarantor hereunder.

          (e) No compromise, alteration, amendment, modification, extension,
renewal, release or other change of, or waiver, consent, delay, omission,
failure to act or other action with respect to, any liability or obligation
under or with respect to, or of any of the terms, covenants or conditions of,
the Loan Documents shall in any way alter, impair or affect any of the
obligations of Replacement Guarantor hereunder, and Replacement Guarantor agrees
that if any Loan Documents are modified with Lender's consent, the Guaranteed
Obligations shall automatically be deemed modified to include such
modifications.

          (f) Lender may proceed to protect and enforce any or all of its rights
under this Guaranty by suit in equity or action at law, whether for the specific
performance of any covenants or agreements contained in this Guaranty or
otherwise, or to take any action authorized or permitted under applicable law,
and shall be entitled to require and enforce the performance of all acts and
things required to be performed hereunder by Replacement Guarantor. Each and
every remedy of Lender shall, to the extent permitted by law, be cumulative and
shall be in addition to any other remedy given hereunder or now or hereafter
existing at law or in equity.

          (g) No waiver shall be deemed to have been made by Lender of any
rights hereunder unless the same shall be in writing and signed by Lender, and
any such waiver shall be a waiver only with respect to the specific matter
involved and shall in no way impair the rights of Lender or the obligations of
Replacement Guarantor to Lender in any other respect or at any other time.

          (h) At the option of Lender, Replacement Guarantor may be joined in
any action or proceeding commenced by Lender against Assuming Borrower in
connection with or based upon any other Loan Documents and recovery may be had
against Replacement Guarantor in such action or proceeding or in any independent
action or proceeding against Replacement Guarantor to the extent of Replacement
Guarantor's liability hereunder, without any requirement that Lender first
assert, prosecute or exhaust any remedy or claim against Assuming Borrower or
any other Person, or any security for the obligations of Assuming Borrower or
any other Person.

          (i) Replacement Guarantor agrees that this Guaranty shall continue to
be effective or shall be reinstated, as the case may be, if at any time any
payment is made by Assuming Borrower or Replacement Guarantor to Lender and such
payment is rescinded or must otherwise be returned by Lender (as determined by
Lender in its sole and absolute discretion) upon insolvency, bankruptcy,
liquidation, reorganization, readjustment, composition, dissolution,
receivership, conservatorship, winding up or other similar proceeding involving
or affecting Assuming Borrower or Replacement Guarantor, all as though such
payment had not been made.

          (j) In the event that Replacement Guarantor shall advance or become
obligated to pay any sums under this Guaranty or in connection with the
Guaranteed Obligations or in the event that for any reason whatsoever Assuming
Borrower or any subsequent owner of the Property or any part thereof is now, or
shall hereafter become, indebted to Replacement Guarantor, Replacement Guarantor
agrees that (i) the amount of such sums and of such indebtedness and all


                                      -7-


interest thereon shall at all times be subordinate as to lien, the time of
payment and in all other respects to all sums, including principal and interest
and other amounts, at any time owed to Lender under the Loan Documents, and (ii)
Replacement Guarantor shall not be entitled to enforce or receive payment
thereof until all principal, Interest and other sums due pursuant to the Loan
Documents have been paid in full. Nothing herein contained is intended or shall
be construed to give Replacement Guarantor any right of subrogation in or under
the Loan Documents or any right to participate in any way therein, or in the
right, title or interest of Lender in or to any collateral for the Loan,
notwithstanding any payments made by Replacement Guarantor under this Guaranty,
until the actual and irrevocable receipt by Lender of payment in full of all
principal, Interest and other sums due with respect to the Loan or otherwise
payable under the Loan Documents. If any amount shall be paid to Replacement
Guarantor on account of such subrogation rights at any time when any such sums
due and owing to Lender shall not have been fully paid, such amount shall be
paid by Replacement Guarantor to Lender for credit and application against such
sums due and owing to Lender.

          (k) Replacement Guarantor's obligations hereunder shall survive a
foreclosure, deed-in-lieu of foreclosure or similar proceeding involving the
Property and the exercise by Lender of any of all of its remedies pursuant to
the Loan Documents.

     6. INTENTIONALLY DELETED.

     7. Entire Agreement/Amendments. This instrument represents the entire
agreement between the parties with respect to the subject matter hereof. The
terms of this Guaranty shall not be waived, altered, modified, amended,
supplemented or terminated in any manner whatsoever except by written instrument
signed by Lender and Replacement Guarantor.

     8. Successors and Assigns. This Guaranty shall be binding upon Replacement
Guarantor, and Replacement Guarantor's estate, heirs, personal representatives,
successors and assigns, may not be assigned or delegated by Replacement
Guarantor and shall inure to the benefit of Lender and its successors and
assigns.

     9. Applicable Law and Consent to Jurisdiction. This Guaranty shall be
governed by, and construed in accordance with, the substantive laws of the State
of California. Replacement Guarantor irrevocably (a) agrees that any suit,
action or other legal proceeding arising out of or relating to this Guaranty may
be brought in a court of record in the City and County of Los Angeles or in the
Courts of the United States of America located in the Southern District of
California, (b) consents to the jurisdiction of each such court in any such
suit, action or proceeding and (c) waives any objection which it may have to the
laying of venue of any such suit, action or proceeding in any of such courts and
any claim that any such suit, action or proceeding has been brought in an
inconvenient forum. Replacement Guarantor irrevocably consents to the service of
any and all process in any such suit, action or proceeding by service of copies
of such process to Replacement Guarantor at its address provided in Section 14
hereof. Nothing in this Section 9, however, shall affect the right of Lender to
serve legal process in any other manner permitted by law or affect the right of
Lender to bring any suit, action or proceeding against Replacement Guarantor or
its property in the courts of any other jurisdictions.


                                      -8-


     10. Section Headings. The headings of the sections and paragraphs of this
Guaranty have been inserted for convenience of reference only and shall in no
way define, modify, limit or amplify any of the terms or provisions hereof.

     11. Severability. Any provision of this Guaranty which may be determined by
any competent authority to be prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition
or unenforceability without invalidating the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction. To
the extent permitted by applicable law, Replacement Guarantor hereby waives any
provision of law which renders any provision hereof prohibited or unenforceable
in any respect.

     12. WAIVER OF TRIAL BY JURY. REPLACEMENT GUARANTOR HEREBY WAIVES THE RIGHT
OF TRIAL BY JURY IN ANY LITIGATION, ACTION OR PROCEEDING ARISING HEREUNDER OR IN
CONNECTION THEREWITH.

     13. Other Guaranties. This Guaranty is in addition to any and all other
guaranties relating to the Debt or any portion thereof. To the extent
Replacement Guarantor may become liable under this Guaranty and one or more
other guarantors may become liable under the terms of any other guaranty made in
favor of Lender with respect to the Debt, Lender shall be entitled to exercise
any and all of its remedies against Replacement Guarantor under this Guaranty as
well any and all of its remedies against any one or more guarantors under such
other guaranties jointly and severally.

     14. Notices. All notices, consents, approvals and requests required or
permitted hereunder (a "Notice") shall be given in writing and shall be
effective for all purposes if either hand delivered with receipt acknowledged,
or by a nationally recognized overnight delivery service (such as Federal
Express), or by certified or registered United States mail, return receipt
requested, postage prepaid, or by facsimile and confirmed by facsimile answer
back, in each case addressed as follows (or to such other address or Person as a
party shall designate from time to time by notice to the other party): If to
Lender: LaSalle Bank National Association, as Trustee for the Registered Holders
of Greenwich Capital Funding Corp. Commercial Mortgage Trust 2003-C1, Commercial
Mortgage Pass-Through Certificates, Series 2003-C1, c/o Wachovia Securities,
Commercial Real Estate Services, 8739 Research Drive-URP4, Charlotte, NC
28288-1075 (28262-1075 for overnight deliveries), Attn: Portfolio Manager, with
a copy to: Alston & Bird LLP, 101 S. Tryon Street, Suite 4000, Charlotte, NC
28280-4000, Attn: James A. L. Daniel, Jr., Esq.; if to Replacement Guarantor:
Glimcher Properties Limited Partnership, 150 East Gay, Street, Columbus, OH
43215, Attn: General Counsel, with a copy to: Squire, Sanders & Dempsey L.L.P.,
801 South Figueroa, 14th Floor Los Angeles, California 90017-5554, Attn.
Randolph H. Gustafson. A notice shall be deemed to have been given: in the case
of hand delivery, at the time of delivery; in the case of registered or
certified mail, when delivered or the first attempted delivery on a Business
Day; or in the case of overnight delivery, upon the first attempted delivery on
a Business Day.

     15. Replacement Guarantor's Receipt of Loan Documents. Replacement
Guarantor by its execution hereof acknowledges receipt of true copies of all of
the Loan Documents, the terms and conditions of which are hereby incorporated
herein by reference.


                                      -9-


     16. Interest; Expenses.

          (a) If Replacement Guarantor fails to pay all or any sums due
hereunder upon demand by Lender, the amount of such sums payable by Replacement
Guarantor to Lender shall bear interest from the date of demand until paid at
the Default Rate in effect from time to time.

          (b) Replacement Guarantor hereby agrees to pay all costs, charges and
expenses, including reasonable attorneys' fees and disbursements, that may be
incurred by Lender in enforcing the covenants, agreements, obligations and
liabilities of Replacement Guarantor under this Guaranty.

     17. Special State Provisions.

          (a) Environmental Provisions. To the extent California law applies,
nothing herein shall be deemed to limit the right of Lender to recover in
accordance with California Code of Civil Procedure Section 736 (as such Section
may be amended from time to time), any costs, expenses, liabilities or damages,
including reasonable attorneys' fees and costs, incurred by Lender and arising
from any covenant, obligation, liability, representation or warranty contained
in any indemnity agreement given to Lender, or any order, consent decree or
settlement relating to the cleanup of Hazardous Substances or any other
"environmental provision" (as defined in such Section 736) relating to the
Property or any portion thereof or the right of Lender to waive, in accordance
with the California Code of Civil Procedure Section 726.5 (as such Section may
be amended from time to time), the security of the Deed of Trust as to any
parcel of the Trust Property that is "environmentally impaired" or is an
"affected parcel" (as such terms are defined in such Section 726.5), and as to
any personal property attached to such parcel, and thereafter to exercise
against Assuming Borrower, to the extent permitted by such Section 726.5, the
rights and remedies of any unsecured creditor, including reduction of Lender's
claim against Assuming Borrower to judgment, and any other rights and remedies
permitted by law.

          (b) Additional Replacement Guarantor Waivers. To the extent California
law applies, Replacement Guarantor hereby waives all rights and defenses arising
out of an election of remedies by Lender even though that election of remedies,
such as a nonjudicial foreclosure with respect to security for guaranteed
obligations, has destroyed Replacement Guarantor's rights of subrogation and
reimbursement against the principal by the operation of Section 580d of the
California Code of Civil Procedure or otherwise. Specifically, and without in
any way limiting the foregoing, Replacement Guarantor hereby waives any rights
of subrogation, indemnification, contribution or reimbursement arising under
Sections 2846, 2847, 2848 and 2849 of the California Civil Code or any right of
recourse to or with respect to Assuming Borrower or the assets or property of
Assuming Borrower or to any collateral for the Loan. In connection with the
foregoing, Replacement Guarantor expressly waives any and all rights of
subrogation against Assuming Borrower, and Replacement Guarantor hereby waives
any rights to enforce any remedy which Lender may have against Assuming Borrower
and any right to participate in any collateral for the Loan. Replacement
Guarantor recognizes that, pursuant to Section 580d of the California Code of
Civil Procedure, Lender's realization through nonjudicial foreclosure upon any
real property constituting security for Assuming Borrower's obligations under
the Loan Documents could terminate any right of Lender to recover a deficiency
judgment against Assuming Borrower, thereby terminating subrogation rights which


                                      -10-


such parties otherwise might have against Assuming Borrower. In the absence of
an adequate waiver, such a termination of subrogation rights could create a
defense to enforcement of this Agreement against such parties. Replacement
Guarantor hereby unconditionally and irrevocably waives any such defense. In
addition to and without in any way limiting the foregoing, Replacement Guarantor
hereby subordinates any and all indebtedness of Assuming Borrower now or
hereafter owed to Replacement Guarantor to all the indebtedness of Assuming
Borrower to Lender and agrees with Lender that until such time as Lender may
have no further claim against Assuming Borrower, Replacement Guarantor shall not
demand or accept any payment of principal or interest from Assuming Borrower,
claim any offset or other reduction of Replacement Guarantor's obligations
hereunder because of any such indebtedness and shall not take any action to
obtain any of the collateral for the Loan. Further, Replacement Guarantor shall
not have any right of recourse against Lender by reason of any action Lender may
take or omit to take under the provisions of this Agreement or under the
provisions of any of the Loan Documents. If any amount shall nevertheless be
paid to Replacement Guarantor by Assuming Borrower or another guarantor prior to
payment in full of the Guaranteed Obligations, such amount shall be held in
trust for the benefit of Lender and shall forthwith be paid to Lender to be
credited and applied to the Guaranteed Obligations, whether matured or
unmatured. The provisions of this paragraph shall survive any satisfaction and
discharge of Assuming Borrower by virtue of any payment, court order or any
applicable law, except payment in full of the Guaranteed Obligations. Without
limiting the foregoing, Replacement Guarantor waives (i) all rights of
subrogation, reimbursement, indemnification, and contribution and any other
rights and defenses that are or may become available to Replacement Guarantor by
reason of California Civil Code Sections 2787 to 2855, inclusive; (ii) any
rights or defenses Replacement Guarantor may have with respect to its
obligations as a guarantor by reason of any election of remedies by Lender; and
(iii) all rights and defenses that Replacement Guarantor may have because
Assuming Borrower's debt is secured by real property. This means, among other
things, that Lender may collect from Replacement Guarantor without first
foreclosing on any real or personal property collateral pledged by Assuming
Borrower, and that if Lender forecloses on any real property collateral pledged
by Assuming Borrower (A) the amount of the debt may be reduced only by the price
for which that collateral is sold at the foreclosure sale, even if the
collateral is worth more than the sale price, and (B) Lender may collect from
Replacement Guarantor even if Lender, by foreclosing on the real property
collateral, has destroyed any rights Replacement Guarantor may have to collect
from Assuming Borrower. This is an unconditional and irrevocable waiver of any
rights and defenses Replacement Guarantor may have because Borrower's debt
evidenced by the Note is secured by real property. These rights and defenses
include, but are not limited to, any rights or defenses based upon Section 580a,
5806, 580d or 726 of the California Code of Civil Procedure.

     20. Counterparts. This Guaranty 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.



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                      -11-


     IN WITNESS WHEREOF, Replacement Guarantor has executed this Guaranty as of
the date first above written.


                        GLIMCHER PROPERTIES LIMITED PARTNERSHIP,
                        a Delaware limited partnership

                        By:  GLIMCHER PROPERTIES CORPORATION
                             a Delaware corporation
                        Its: Sole General Partner


                             By: /s/ George A. Schmidt
                                 -----------------------------------
                                 George A. Schmidt
                                 Executive Vice President

EX-10.41

                                                                   Exhibit 10.41


                                 ALLONGE TO NOTE
                                 ---------------

This Allonge is to be firmly affixed and attached to the Note as a part thereof.
- --------------------------------------------------------------------------------

                                                               December 29, 2005

     A. LASALLE BANK NATIONAL ASSOCIATION, as Trustee for the Registered Holders
of Greenwich Capital Funding Corp. Commercial Mortgage Trust 2003-C1, Commercial
Mortgage Pass-Through Certificates, Series 2003-C1 ("Lender"), is the owner and
holder of that certain Promissory Note dated May 9, 2003 (the "Note"),
evidencing a loan in the original principal amount of $92,000,000.00 (the
"Loan"), made by PASSCO PHM, LLC, a Delaware limited liability company and
PASSCO COLIMA, LLC, a Delaware limited liability company (together with each of
the other borrowers who assumed the Loan as contemplated in Section 5.26.2 of
the Loan Agreement (defined below), the "Original Borrowers"), in favor of
Greenwich Capital Financial Products, Inc. ("Original Lender").

     B. Pursuant to that certain Deed of Trust, Assignment of Leases and Rents
and Security Agreement of even date with the Note (the "Mortgage"), Original
Borrowers mortgaged, gave, granted, bargained, sold, aliened, enfeoffed,
conveyed, confirmed, pledged, assigned and hypothecated all of its right, title
and interest in, to and under the property described in the Mortgage (the
"Property"). The Note, Mortgage, Loan Agreement (as defined in the Note) and all
other documents executed in connection with the Loan are collectively referred
to as the "Loan Documents".

     C. Original Lender transferred, assigned and conveyed all of its right,
title and interest in and to the Loan Documents to Lender, and Lender is the
current holder of Original Lender's interest in the Loan and the Loan Documents.

     D. Original Borrowers, with the consent of Lender, have transferred the
Property to Puente Hills Mall, LLC, a Delaware limited liability company,
("Assuming Borrower") subject to the Mortgage and other Loan Documents and
Assuming Borrower has assumed each and every obligation of Original Borrowers
under the Loan Documents (the "Assumption"). In connection with the Assumption,
Original Borrowers and Assuming Borrower and the other parties named therein
executed and delivered to the Lender a Loan Assumption and Substitution
Agreement (the "Assumption Agreement") of even date herewith.

     FOR VALUE RECEIVED, the Assuming Borrower represents, warrants and agrees,
in favor of Lender, its successors and assigns, as follows:

     1. Confirmation of Recitals. Each of the foregoing statements is
incorporated herein and is made a part hereof.

     2. Loan Terms to Remain Same. The terms of the Note, including, without
limitation, the rate of interest accrual and the amount of monthly installments
due thereunder are unchanged and shall remain in full force and effect,
enforceable against Assuming Borrower in accordance therewith.



     3. Confirmation of Obligations. Assuming Borrower hereby confirms its
obligation to pay, perform and discharge each and every obligation of payment
and performance under and pursuant to the Note in accordance with its terms.

     4. Miscellaneous. This Allonge shall be interpreted, construed and enforced
according to the laws of the State where the real property secured by the
Mortgage is located, and shall be binding upon and inure to the benefit of the
Assuming Borrower and Lender and their respective heirs, personal
representatives, legal representatives, successors-in-title and assigns whether
by voluntary action of the parties or by operation of law.



                  [Remainder of Page Intentionally Left Blank]



     IN WITNESS WHEREOF, the undersigned has executed and delivered this Allonge
to the Note as of the date and year first above written.

     ASSUMING
     BORROWER:       PUENTE HILLS MALL, LLC,
                     a Delaware limited liability company

                     By:  PUENTE HILLS MALL REIT, LLC, a Delaware
                          limited liability company
                     Its: Sole Member

                          By:  OG RETAIL HOLDING CO., LLC, a Delaware
                               limited liability company
                          Its: Managing Member

                               By:  GLIMCHER PROPERTIES LIMITED PARTNERSHIP, a
                                    Delaware limited partnership
                               Its: Administering Member

                                    By:   GLIMCHER PROPERTIES CORPORATION, a
                                          Delaware corporation,
                                    Its:  Sole General Partner


                                          By: /s/ George A. Schmidt
                                             --------------------------------
                                             George A. Schmidt,
                                             as Executive Vice President

EX-10.42

                                                                   Exhibit 10.42

                                                                  EXECUTION COPY





                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                           OG RETAIL HOLDING CO., LLC



          THE  INTERESTS OF THE MEMBERS  ISSUED  UNDER THIS  AGREEMENT
          HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR
          THE SECURITIES ACT OF ANY STATE OR THE DISTRICT OF COLUMBIA.
          NO RESALE OF AN INTEREST BY A MEMBER IS PERMITTED  EXCEPT IN
          ACCORDANCE  WITH THE  PROVISIONS  OF THIS  AGREEMENT AND ANY
          APPLICABLE   FEDERAL  OR  STATE  SECURITIES  LAWS,  AND  ANY
          VIOLATION OF SUCH PROVISIONS COULD EXPOSE THE SELLING MEMBER
          AND THE COMPANY TO LIABILITY.



                          Dated as of December 29, 2005



                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----


ARTICLE 1. DEFINITIONS                                                        1

1.1      Definitions..........................................................1
1.2      Terms Generally.....................................................11

ARTICLE 2. THE COMPANY AND ITS BUSINESS                                      12

2.1      Classes of Interests................................................12
2.2      Company Name........................................................12
2.3      Duration............................................................12
2.4      Filing of Certificate and Amendments................................12
2.5      Business; Scope of Members' Authority...............................12
2.6      Principal Office; Registered Agent..................................13
2.7      Representations by the Members......................................13
2.8      Organizational Expenses and Syndication Expenses....................14
2.9      Subsidiaries of the Company.........................................14

ARTICLE 3. MANAGEMENT OF COMPANY BUSINESS; POWERS AND DUTIES OF THE
           ADMINISTERING MEMBER .............................................15

3.1      Management and Control..............................................15
3.2      Role of Administering Member........................................15
3.3      Management Agreement................................................19
3.4      Decisions Requiring Approval of the Management Committee............19
3.5      Management Committee................................................24
3.6      Sale of the Subject Subsidiary......................................26

ARTICLE 4. RIGHTS AND DUTIES OF MEMBERS                                      31

4.1      Duties and Obligations of the Administering Member..................31
4.2      Other Activities of Class A Member..................................32
4.3      Indemnification.....................................................33
4.4      Dealing with Members................................................34
4.5      Use of Company Assets and Subsidiary Assets.........................34
4.6      Designation of Tax Matters Member...................................34

ARTICLE 5. BOOKS AND RECORDS; ANNUAL REPORTS                                 35

5.1      Books of Account....................................................35
5.2      Availability of Books of Account....................................36
5.3      Annual Reports and Statements; Annual Budgets and Business Plans....36
5.4      Accounting Expenses.................................................37
5.5      Bank Accounts.......................................................37


                                       -i-


                                                                            Page
                                                                            ----

ARTICLE 6. CAPITAL CONTRIBUTIONS, LOANS AND LIABILITIES                      38

6.1      Capital Contributions...............................................38
6.2      Capital Calls.......................................................38
6.3      Capital of the Company..............................................40
6.4      Limited Liability of Members........................................40

ARTICLE 7. CAPITAL ACCOUNTS, PROFITS AND LOSSES AND ALLOCATIONS              40

7.1      Capital Accounts....................................................40
7.2      Profits and Losses..................................................41

ARTICLE 8. APPLICATIONS AND DISTRIBUTIONS OF AVAILABLE CASH                  44

8.1      Applications and Distributions......................................44
8.2      Liquidation.........................................................45
8.3      Repayment of Member Loans...........................................45

ARTICLE 9. TRANSFER OF COMPANY INTERESTS                                     46

9.1      Limitations on Assignments of Interests by Members..................46
9.2      First Offer Right on Interests......................................46
9.3      Tag-Along Rights; Drag-Along Rights.................................49
9.4      Assignment Binding on Company.......................................50
9.5      Bankruptcy of a Member..............................................50
9.6      Substituted Members.................................................50
9.7      Acceptance of Prior Acts. ..........................................51
9.8      Additional Limitations..............................................51

ARTICLE 10. DISSOLUTION OF THE COMPANY;  WINDING UP AND DISTRIBUTION
            OF ASSETS .......................................................51

10.1     Dissolution.........................................................51
10.2     Winding Up..........................................................52
10.3     Distribution of Assets..............................................52

ARTICLE 11. AMENDMENTS                                                       53

11.1     Amendments..........................................................53
11.2     Additional Members..................................................53

ARTICLE 12. MISCELLANEOUS                                                    53

12.1     Further Assurances..................................................53
12.2     Notices.............................................................53
12.3     Headings and Captions...............................................54
12.4     Variance of Pronouns................................................54
12.5     Counterparts. ......................................................54
12.6     Governing Law.......................................................54


                                      -ii-


                                                                            Page
                                                                            ----

12.7     Arbitration.........................................................54
12.8     Partition. .........................................................54
12.9     Invalidity..........................................................55
12.10    Successors and Assigns..............................................55
12.11    Entire Agreement....................................................55
12.12    Waivers.............................................................55
12.13    No Brokers..........................................................55
12.14    Maintenance as a Separate Entity....................................55
12.15    Confidentiality.....................................................55
12.16    No Third Party Beneficiaries........................................56
12.17    Construction of Documents...........................................56
12.18    Time of Essence.....................................................56



                                      -iii-


                                    SCHEDULES


SCHEDULE 1     DESCRIPTION OF INITIAL PROPERTY
SCHEDULE 2     MEMBERS' ADDRESSES, INITIAL CAPITAL CONTRIBUTIONS AND
               PERCENTAGE INTERESTS



                                    EXHIBITS
                                    --------

EXHIBIT A      FORM OF MANAGEMENT AGREEMENT
EXHIBIT B      INITIAL ANNUAL BUDGET AND BUSINESS PLAN
EXHIBIT C      FORM OF LEVEL 1 SUBSIDIARY LIMITED LIABILITY COMPANY AGREEMENT
EXHIBIT D      FORM OF LEVEL 2 SUBSIDIARY LIMITED LIABILITY COMPANY AGREEMENT



                                      -iv-


                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                           OG RETAIL HOLDING CO., LLC


     This LIMITED LIABILITY COMPANY AGREEMENT, dated as of December 29, 2005, by
and among Glimcher Properties Limited Partnership, a Delaware limited
partnership ("Class A Member") and OMERS Realty Corporation, a Canadian
corporation ("Class B Member"; each of Class A Member and Class B Member, a
"Member" and collectively, the "Members").

                                    RECITALS
                                    --------

     WHEREAS, Class A Member has entered into an Agreement of Sale and Purchase
and Joint Escrow Instructions, dated as of October 5, 2005 (the "Purchase
Agreement"), with the sellers named therein ("Sellers"), to purchase the
property commonly known as the Puente Hills Mall, located in the City of
Industry, California, and as more particularly described on Schedule 1 attached
hereto (the "Initial Property");

     WHEREAS, concurrently herewith, Class A Member is assigning its rights
under the Purchase Agreement, including, without limitation, its right to
purchase the Initial Property, to Puente Hills Mall, LLC, a Delaware limited
liability company (the "Initial Subsidiary"); and

     WHEREAS Class A Member and Class B Member wish to form the Company and wish
to enter into this Agreement to define and express all of their respective
rights and obligations with respect to the operation of the Company and its
Subsidiaries (as defined herein).

     NOW, THEREFORE, in order to carry out their intent as expressed above and
in consideration of the mutual agreements hereinafter contained, and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:

                                   ARTICLE 1.

                                   DEFINITIONS
                                   -----------

     1.1 Definitions. As used in this Agreement, the following terms shall have
the meanings set forth below, which meanings shall be applicable equally to the
singular and plural of any terms defined:

     "Acceptance Notice" shall have the meaning set forth in Section 9.2(b)(ii).

     "Acceptance Period" shall have the meaning set forth in Section 9.2(b)(ii).



     "Acquisition Financing" shall mean any loan or other financing made to
and/or assumed by the Company or its Subsidiaries in connection with the
purchase of any Property or any refinancing thereof.

     "Acquisition Lender" shall mean the holder(s) of any Acquisition Financing
or portion thereof.

     "Acquisition Loan Documents" shall mean the documents evidencing, securing
and relating to any Acquisition Financing.

     "Act" shall mean the Delaware Limited Liability Company Act (6 Del. C.
18-101, et seq.), as amended from time to time.

     "Administering Member" shall mean (i) upon the execution and delivery
hereof, Class A Member or (ii) if for any reason Class A Member ceases to be
Administering Member pursuant to the terms hereof, the Person that is designated
by Class B Member as a New Administering Member pursuant to Section 3.2(d).

     "Affiliate" shall mean with respect to any Person (i) any other Person that
directly or indirectly through one or more intermediaries controls or is
controlled by or is under common control with such Person, (ii) any other Person
owning or controlling ten percent (10%) or more of the outstanding voting
securities, of or other ownership interests in, such Person, (iii) any officer,
director, member or partner of such Person and/or (iv) if such Person is an
officer, director, member or partner, the company for which such Person acts in
any such capacity. For purposes of this definition, the term "control," when
used with respect to any Person, means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise, and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

     "Agreement" shall mean this Limited Liability Company Agreement, as it may
hereafter be amended or modified from time to time.

     "Annual Budget" shall mean the annual budget for the Company and its
Subsidiaries prepared by the Administering Member for the approval of the
Management Committee.

     "Approved Budget" shall mean, with respect to each Budget Year, the Initial
Annual Budget and each subsequent Annual Budget for the Budget Year in question,
in each case as approved by the Management Committee in accordance with the
provisions hereof and as any of the same may be amended from time to time in
accordance with the provisions hereof.

     "Available Cash Flow" shall mean, for any specified period, the excess, if
any, of (A) the sum of (i) all cash receipts (other than Capital Event Proceeds)
of the Company during such period from whatever source and (ii) any working


                                      -2-


capital and reserves of the Company, existing at the start of such period, less
(B) the sum of (i) all cash amounts paid or payable (without duplication) in
such period on account of any expenses of any type whatsoever (including capital
expenditures, operating expenses, taxes, amortization and interest on any debt
of the Company), and (ii) any cash reserves that the Management Committee
determines may be required for the working capital, capital expenditures and
future needs of the Company, provided that such cash reserves shall at all times
prior to dissolution of the Company be not less than $100,000.

     "Bankruptcy" shall mean, with respect to the affected party, (i) the entry
of an Order for Relief under the Bankruptcy Code, (ii) the admission by such
party of its inability to pay its debts as they mature, (iii) the making by it
of an assignment for the benefit of creditors, (iv) the filing by it of a
petition in bankruptcy or a petition for relief under the Bankruptcy Code or any
other applicable federal or state bankruptcy or insolvency statute or any
similar law, (v) the expiration of sixty (60) days after the filing of an
involuntary petition under the Bankruptcy Code, (vi) an application by such
party for the appointment of a receiver for the assets of such party, (vii) an
involuntary petition seeking liquidation, reorganization, arrangement or
readjustment of its debts under any other federal or state insolvency law,
provided that the same shall not have been vacated, set aside or stayed within
such sixty-day period or (viii) the imposition of a judicial or statutory lien
on all or a substantial part of its assets unless such lien is discharged or
vacated or the enforcement thereof stayed within sixty (60) days after its
effective date.

     "Bankruptcy Code" shall mean Title 11 of the United States Code, as
amended.

     "Book Value" shall mean, with respect to any Company Asset, its adjusted
basis for federal income tax purposes, except that the initial Book Value of any
asset contributed by a Member to the Company shall be an amount equal to the
agreed gross fair market value of such asset, and such Book Value shall
thereafter be adjusted in a manner consistent with Treasury Regulations Section
1.704-1(b)(2)(iv)(g) for revaluations pursuant to Section 7.1(b) and for the
Depreciation taken into account with respect to such asset.

     "Budget Year" shall mean the period beginning on the Effective Date and
ending on December 31, 2006 and each successive calendar year thereafter,
beginning on January 1, 2007.

     "Business Day" shall mean any day other than a Saturday, Sunday and any day
on which banks in Columbus, Ohio are authorized to close.

     "Business Plan" shall mean, for each Budget Year, the Approved Budget in
effect together with the annual strategic plan (including a leasing plan and
capital expenditure plan) in effect for that Budget Year. Each Business Plan
shall include a comparison to the Underwriting Plan for the applicable Property
that was provided to Class B Member, measuring the positive or negative
deviations from such Underwriting Plan.


                                      -3-


     "Capital Account" shall mean, when used in respect of any Member, the
Capital Account maintained for such Member in accordance with Section 7.1, as
said Capital Account may be increased or decreased from time to time pursuant to
the terms of this Agreement.

     "Capital Call" shall have the meaning set forth in Section 6.2(b).

     "Capital Contribution" shall mean, with respect to any Member, the
aggregate amount of capital actually contributed to the Company by such Member
in accordance with Article 6.

     "Capital Event" shall mean (i) any sale or refinancing of an interest in a
Subsidiary or of other Company Assets, or (ii) to the extent permitted
hereunder, any sale, financing, casualty or condemnation affecting all or any
portion of a Property or any other Subsidiary Assets or any direct or indirect
interest therein.

     "Capital Event Proceeds" shall mean all proceeds resulting from a Capital
Event listed in clause (i) of the definition of Capital Event and all proceeds
resulting from a Capital Event listed in clause (ii) of the definition of
Capital Event to the extent distributed to the Company.

     "Cause" shall mean (i) the occurrence of any Default or (ii) the existence
of any grounds for a Subsidiary to terminate any Management Agreement (other
than upon a sale).

     "Certificate" shall mean the Certificate of Formation of the Company filed
with the Secretary of State of the State of Delaware on December 2, 2005, as the
same may hereafter be amended and/or restated from time to time.

     "Change of Control" shall mean (i) any change in the ownership of Class A
Member whereby Glimcher Realty Trust either shall cease to own a majority of the
economic interests in Class A Member or shall cease to control the sole general
partner of Class A Member, (ii) any change in the identity of the owners of the
general partnership interests in Class A Member, (iii) any change in the
membership of Glimcher Realty Trust's current board of directors which results
in the current board members as of any date after the Effective Date
constituting less than fifty percent (50%) of the total board members at any
time during the one (1) year period following such date, (iv) the acquisition of
more than twenty-five percent (25%) of the capital stock of Glimcher Realty
Trust by any person or "group" (within the meaning of Rules 13d-3 and 13d-5 of
the Securities Exchange Act of 1934, as amended) or (v) if none of Class A
Member or any Affiliates of Class A Member shall own an equity interest in the
Company.

     "Class A Interest" shall mean the entire interest of Class A Member in the
Company at any particular time, including the right of Class A Member to any and
all benefits to which Class A Member may be entitled as provided in this
Agreement, together with the obligations of Class A Member to comply with all
the terms and provisions of this Agreement.


                                      -4-


     "Class A Member" shall mean Glimcher Properties Limited Partnership, a
Delaware limited partnership, and any Substituted Members therefor, for so long
as such Persons shall be Members of the Company.

     "Class B Interest" shall mean the entire interest of Class B Member in the
Company at any particular time, including the right of Class B Member to any and
all benefits to which Class B Member may be entitled as provided in this
Agreement, together with the obligations of Class B Member to comply with all
the terms and provisions of this Agreement.

     "Class B Member" shall mean OMERS Realty Corporation, a Canadian
corporation, and any Substituted Members therefor, for so long as such Persons
shall be Members of the Company.

     "Closing Period" shall have the meaning set forth in Section 3.6(b)(iii).

     "Code" shall mean the Internal Revenue Code of 1986, as amended, or any
corresponding provision(s) of succeeding law.

     "Committee Representative" shall mean each individual appointed from time
to time by any Member pursuant to Section 3.5, and "Committee Representatives"
shall mean all of such individuals, collectively.

     "Company" shall mean OG Retail Holding Co., LLC, a Delaware limited
liability company, as said Company may from time to time be hereafter
constituted.

     "Company Assets" shall mean all right, title and interest of the Company in
and to all or any portion of its assets and any property (real, personal,
tangible or intangible) or estate acquired in exchange therefor or in connection
therewith, including, without limitation, its interests in the Subsidiaries.

     "Company Loan" shall have the meaning set forth in Section 6.2(e).

     "Confidential Information" shall have the meaning set forth in Section
12.15.

     "Contributing Member" shall have the meaning set forth in Section 6.2(c).

     "Debtor Member" shall have the meaning set forth in Section 8.3.

     "Default" shall mean the occurrence of any one of the following: (i)
Administering Member or its Affiliates commits gross negligence, fraud,
misappropriation of funds or willful misconduct in carrying out its duties and
obligations hereunder, under the Management Agreement or under any other
agreement to which Administering Member or its Affiliates, on the one hand, and


                                      -5-


the Company and/or its Subsidiaries, on the other, are parties or (ii) any
Bankruptcy or any criminal indictment or conviction occurs with respect to
Administering Member or its Affiliates.

     "Deposit" shall have the meaning set forth in Section 3.6(b)(v).

     "Depreciation" shall mean, with respect to any Fiscal Year, all deductions
attributable to depreciation or cost recovery with respect to Company Assets,
including any improvements made thereto and any tangible personal property
located therein, or amortization of the cost of any intangible property or other
assets acquired by the Company or its Subsidiaries, which have a useful life
exceeding one year; provided, however, that with respect to any Company Asset
whose tax basis differs from its Book Value at the beginning of such Fiscal Year
or other period, Depreciation shall be an amount which bears the same ratio to
such beginning Book Value as the depreciation, amortization or other cost
recovery deduction for such period with respect to such asset for federal income
tax purposes bears to its adjusted tax basis as of the beginning of such Fiscal
Year; provided, however, that if the federal income tax depreciation,
amortization or other cost recovery deduction for such Fiscal Year is zero,
Depreciation shall be determined using any reasonable method selected by the
Management Committee. "Effective Date" shall mean December 29, 2005.

     "Election Period" shall have the meaning set forth in Section 3.6(b)(ii).

     "Equity Commitment" shall have the meaning set forth in Section 4.2(a).

     "Exclusivity Period" shall mean that period beginning on the Effective Date
and ending on the earlier of (i) the date on which there is a Change of Control
of Glimcher Realty Trust, (ii) subject to the provisions of Section 4.2 hereof,
the date on which Class B Member rejects or fails to accept three consecutive
Proposals, (iii) the third anniversary of the Effective Date, or (iv) the 90th
day after the date hereof if the Equity Commitment is not obtained as described
in Section 4.2.

     "Exercise Notice" shall have the meaning set forth in Section 3.6(b)(ii).

     "Failed Contribution" shall have the meaning set forth in Section 6.2(c).

     "Filings" shall have the meaning as set forth in Section 4.1(b).

     "Fiscal Year" shall mean the fiscal year of the Company, which shall be the
calendar year; but upon termination of the Company, "Fiscal Year" shall mean the
period from the end of the last preceding Fiscal Year to the date of such
termination.

     "Funded Portion" shall have the meaning set forth in Section 6.2(c).

     "Initial Capital Contributions" shall have the meaning set forth in Section
6.1(a).


                                      -6-


     "Initial Property" shall have the meaning set forth in the Recitals.

     "Initial Subsidiary" shall have the meaning set forth in the Recitals.

     "Interest" shall mean the entire interest of a Member in the Company at any
particular time, including the right of such Member to any and all benefits to
which a Member may be entitled as provided in this Agreement, together with the
obligations of such Member to comply with all the terms and provisions of this
Agreement.

     "Interest Marketing Period" shall have the meaning set forth in Section
9.2(b)(iii).

     "Interest Purchase Deposit" shall have the meaning set forth in Section
9.2(b)(v).

     "Interest Purchase Option" shall have the meaning set forth in Section
9.2(b)(i).

     "Interest Purchase Price" shall have the meaning set forth in Section
9.2(b)(iii).

     "Interest Purchaser" shall have the meaning set forth in Section 9.2(b).

     "Internal Rate of Return" means, with respect to any Member's investment in
the Company, the discount rate that causes the sum of net present value of all
cash in-flows from that Member (i.e., Capital Contributions) and the net present
value of all cash out-flows to that Member resulting from the investment to
equal zero dollars ($0). A Member will be deemed to receive a specified Internal
Rate of Return, with respect to any Capital Contributions, when that Member has
received a return of all those Capital Contributions plus a cumulative, daily
compounded, return on those Capital Contributions at the specified annual rate,
calculated commencing on the date or dates those Capital Contributions are made
and compounded daily to the extent the return is not paid on a current basis,
taking into account the timing and amounts of all previous distributions made
(or deemed made) by the Company to that Member and the timing and amounts of all
previous Capital Contributions made to the Company by that Member. For purposes
of computing the Internal Rate of Return, (i) all cash in-flows and cash
out-flows from or to Members actually received will be discounted to present
value using daily measuring periods, (ii) amounts received by a Member in
respect of interest on or principal of a Company Loan made by that Member will
be disregarded in calculating that Member's Internal Rate of Return and will not
be deemed to be a distribution or cash out-flow to that Member, and (iii)
amounts received by a Lender Member in respect of interest on or principal of a
Member Loan will be deemed received by the Debtor Member and not the Lender
Member for purposes of calculating the Members' Internal Rate of Return. All IRR
calculations assume contributions and distributions on the date made and use the
XIRR function as calculated in Microsoft Excel.

     "IRS" shall mean the Internal Revenue Service and any successor agency or
entity thereto.

     "Lender Member" shall have the meaning set forth in Section 8.3.


                                      -7-


     "Level 1 Subsidiary" shall mean each direct subsidiary formed by the
Company, including Puente Hills Mall REIT, LLC, a Delaware limited liability
company.

     "Level 2 Subsidiary" shall mean each direct and indirect subsidiary of the
Level 1 Subsidiaries, including the Initial Subsidiary.

     "Lockout Period" shall mean the period ending on the fourth anniversary of
the date of the acquisition by the Company of the Initial Property; provided,
however, that upon the occurrence of Cause, Class B Member may, in its
discretion, elect to terminate the Lockout Period together with other agreements
related thereto to which Manager or any of its Affiliates is a party.

     "Losses" shall have the meaning set forth in Section 7.2.

     "Majority Decisions" shall mean any of the Majority Decisions listed in
Section 3.4(b).

     "Management Agreement" shall mean each Property Management Agreement
entered into between each Subsidiary that owns a Property and Manager in respect
of the Property owned by such Subsidiary, each in the form attached hereto as
Exhibit A.

     "Management Committee" shall have the meaning set forth in Section 3.5(a).

     "Manager" shall mean Glimcher Properties Limited Partnership or its
Affiliate, in its capacity as property manager.

     "Marketing Period" shall have the meaning set forth in Section 3.6(b)(iii).

     "Member" shall mean each of Class A Member and Class B Member, any
Substituted Members and any New Administering Member, for so long as such
Persons shall be Members of the Company and "Members" shall mean such Persons,
collectively.

     "Member-Funded Debt" shall mean any non-recourse debt of the Company that
is loaned or guaranteed by any Member and/or is treated as Member non-recourse
debt with respect to a Member under Treasury Regulations Section 1.704-2(b)(4).

     "Member Indemnitee" shall mean any Affiliate of a Member and any officer,
director, partner, member, agent or employee of a Member or its Affiliates.

     "Member Loan" shall have the meaning set forth in Section 6.2(d).

     "Minimum Gain" shall mean an amount equal to the excess of the principal
amount of debt of the Company for which no Member is liable ("non-recourse
debt"), over the adjusted basis of the Company Assets which represents the
minimum taxable gain which would be recognized by the Company if the
non-recourse debt were foreclosed upon and the Company Assets were transferred
to the creditor in satisfaction thereof, and which is referred to as "minimum


                                      -8-


gain" in Treasury Regulations Section 1.704-2(b)(2). A Member's share of Minimum
Gain shall be determined pursuant to Treasury Regulations Section 1.704-2.

     "New Administering Member" shall have the meaning set forth in Section
3.2(d).

     "Non-Contributing Member" shall have the meaning set forth in Section
6.2(c).

     "Non-Triggering Member" shall have the meaning set forth in Section 3.6(a).

     "Objection Notice" shall have the meaning set forth in Section 5.3(c).

     "Organizational Document" shall mean, with respect to any Person, (i) in
the case of a corporation, such Person's certificate of incorporation and
by-laws, and any shareholder agreement, voting trust or similar arrangement
applicable to any of such Person's authorized shares of capital stock, (ii) in
the case of a partnership, such Person's certificate of limited partnership,
partnership agreement, voting trusts or similar arrangements applicable to any
of its partnership interests, (iii) in the case of a limited liability company,
such Person's certificate of formation, limited liability company agreement or
other document affecting the rights of holders of limited liability company
interests, or (iv) in the case of any other legal entity, such Person's
organizational documents and all other documents affecting the rights of holders
of equity interests in such Person.

     "Organizational Expenses" shall mean expenses incurred in connection with
the organization and formation of the Company and its Subsidiaries, but
excluding the respective attorneys' fees of the Members.

     "Percentage Interest" shall mean, (i) with respect to Class B Member, 48%,
and (ii) with respect to Class A Member, 52%.

     "Person" shall mean any individual, partnership, corporation, limited
liability company, trust or other legal entity.

     "Profits" shall have the meaning set forth in Section 7.2.

     "Property" shall mean each real property acquired by a Subsidiary,
including the Initial Property; and "Properties" shall mean all of them
collectively.

     "Property Lockout Period" shall mean, with respect to any Property or the
interests in a Subsidiary owning a Property, the period ending on the fourth
anniversary of the date of the acquisition of such Property; provided, however,
that upon the occurrence of Cause, Class B Member may, in its discretion, elect
to terminate the Property Lockout Period together with other agreements related
thereto to which Manager or any of its Affiliates is a party.


                                      -9-


     "Proposal" shall have the meaning set forth in Section 4.2(a).

     "Proposed Interest Sale Notice" shall have the meaning set forth in Section
9.2(b)(i).

     "Proposed Sale Notice" shall have the meaning set forth in Section 3.6(b).

     "Proposing Member" shall have the meaning set forth in Section 9.3(a).

     "Prospective Acquisitions" shall mean only prospective acquisitions by
Class A Member or its Affiliates of (i) regional or super-regional malls with
one or more traditional anchors and (ii) department store anchored lifestyle
centers, either of which must generate a levered return in excess of ten percent
(10%) per annum based on project level returns as calculated by Class A Member.

     "Purchase Agreement" shall have the meaning set forth in the Recitals.

     "Purchase Option" shall have the meaning set forth in Section 3.6(b).

     "Purchase Price" shall have the meaning set forth in Section 3.6(b)(i).

     "Required Committee Approval" shall mean, with respect to any Unanimous
Decision, the unanimous affirmative approval of all of the Committee
Representatives, and with respect to any Majority Decision, the affirmative
approval of a majority of the Committee Representatives.

     "Required Expenditures" shall mean all costs, expenditures or amounts
required to be expended, whether or not of a recurring nature, that are provided
for in an Approved Budget.

     "Responding Member" shall have the meaning set forth in Section 9.2(a).

     "Sellers" shall have the meaning set forth in the Recitals.

     "Subject Interest" shall have the meaning set forth in Section 9.2(a).

     "Subject Subsidiary" shall have the meaning set forth in Section 3.6(a).

     "Subsidiary" shall mean each direct or indirect subsidiary formed by the
Company from time to time, including each Level 1 Subsidiary and each Level 2
Subsidiary, and "Subsidiaries" means all of them collectively.

     "Subsidiary Assets" shall mean all right, title and interest of each
Subsidiary in and to all or any portion of its assets and any property (real,
personal, tangible or intangible) or estate acquired in exchange therefor or in
connection therewith, including, without limitation, the Properties.


                                      -10-


     "Substituted Member" shall mean any Person admitted to the Company as a
Member pursuant to the provisions of Section 9.6.

     "Superintendent" shall have the meaning set forth in Section 4.1(b).

     "Syndication Expenses" shall mean expenses incurred in connection with the
offering of the interests in the Company, including the advisory fee payable to
Wachovia Securities, but excluding the respective attorneys' fees of the
Members.

     "Third Party Purchaser" shall have the meaning set forth in Section
3.6(b)(iii).

     "Third-Party Interest Purchase Price" shall have the meaning set forth in
Section 9.2(b)(iii).

     "Third-Party Purchase Price" shall have the meaning set forth in Section
3.6(b)(iii).

     "Transfer" shall mean, with respect to a Member, any transfer, sale,
pledge, hypothecation, encumbrance, assignment or other disposition of any
portion of the Interest of such Member or the proceeds thereof (whether
voluntarily, involuntarily, by operation of law or otherwise).

     "Transferring Member" shall have the meaning set forth in Section 9.2(a).

     "Treasury Regulations" shall mean the regulations promulgated under the
Code, as such regulations are in effect on the date hereof.

     "Triggering Member" shall have the meaning set forth in Section 3.6(a).

     "Unanimous Decision" means any of the Unanimous Decisions listed in Section
3.4(a). "Underwriting Plan" shall mean, with respect to any Property, the
original underwriting plan which details the projected cash flow of such
Property during the holding period, the anticipated capital expenditures, the
planned refinancing and the planned exit as agreed upon by the Members for such
Property.

     1.2 Terms Generally. For all purposes of this Agreement, except as
otherwise expressly provided or unless the context otherwise requires:

     (a) 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; and

     (b) the words "including" and "include" and other words of similar import
shall be deemed to be followed by the phrase "without limitation."


                                      -11-


                                   ARTICLE 2.

                          THE COMPANY AND ITS BUSINESS
                          ----------------------------

     2.1 Classes of Interests. The Company has two classes of Interests
outstanding and authorized for issuance: Class A Interests and Class B
Interests. As of the date hereof, Class A Member is the sole holder of Class A
Interests and Class B Member is the sole holder of Class B Interests.

     2.2 Company Name. The business of the Company shall be conducted under the
name of "OG Retail Holding Co., LLC" in the State of Delaware and under such
name or such assumed names as the Management Committee deems necessary or
appropriate to comply with the requirements of any other jurisdiction in which
the Company may be required to qualify.

     2.3 Duration. The term of the Company will commence on the Effective Date
and shall continue in full force and effect until December 31, 2030.

     2.4 Filing of Certificate and Amendments. The Members hereby approve and
ratify the execution and filing by George A. Schmidt of the Certificate of
Formation with the Secretary of State of the State of Delaware. The
Administering Member shall execute and file any required amendments to the
Certificate and shall do all other acts requisite for the constitution of the
Company as a limited liability company pursuant to the laws of the State of
Delaware or any other applicable law.

     2.5 Business; Scope of Members' Authority.

     (a) The Company is organized exclusively for the purpose of holding all the
interests in the Subsidiaries (other than the preferred membership interests),
which will each be organized solely for the purpose of acquiring, owning,
financing, refinancing, managing, maintaining, operating, improving, developing
and selling a Property. Except for interests in the Subsidiaries and incidental
amounts of personal property, the Company shall not own any other property or
asset. The Company shall be prohibited at all times from having any employees.
The Company is empowered to form, own and manage the Subsidiaries, contribute
capital or lend funds to the Subsidiaries for acquisitions of Properties, and
fund or provide guarantees and other collateral necessary to satisfy liabilities
of the Subsidiaries, all in accordance with this Agreement. The Company is
further empowered to do any and all acts and things necessary, appropriate,
proper, advisable, incidental to or convenient for the furtherance and
accomplishment of the purposes and business described herein and for the
protection and benefit of the Company, including, without limitation, full power
and authority to enter into, perform and carry out contracts of any kind, borrow
money and issue evidence of indebtedness whether or not secured by any mortgage,
deed of trust, pledge or other lien.

     (b) All property owned by the Company and its Subsidiaries, whether real or
personal, tangible or intangible, shall be deemed to be owned by the Company or


                                      -12-


a Subsidiary, as the case may be, as an entity, and no Member, individually,
shall have any ownership of such property. The Company and any Subsidiary may
hold any of its assets in its own name or in the name of a Person acting as its
nominee at its direction.

     2.6 Principal Office; Registered Agent. The principal office and mailing
address of the Company shall be at 150 East Gay Street, 24th floor, Columbus,
Ohio 43215. The Company may change its place of business to such location or
locations as may at any time or from time to time be determined by the
Management Committee. The address of the Company's registered office in the
State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware
19808. The name of the Company's registered agent at such address is Corporation
Service Company.

     2.7 Representations by the Members.

     (a) Each Member represents, warrants, agrees and acknowledges that:

          (i) it is a corporation, a limited liability company or partnership,
     as applicable, duly organized or formed and validly existing and in good
     standing under the laws of the state or province of its organization or
     formation; it has all requisite corporate, limited liability company or
     partnership power and authority to enter into this Agreement, to acquire
     and hold its Interest and to perform its obligations hereunder; and the
     execution, delivery and performance of this Agreement has been duly
     authorized by all necessary corporate, limited liability company or
     partnership action;

          (ii) its execution and delivery of this Agreement and the performance
     of its obligations hereunder will not conflict with, result in a breach of
     or constitute a default (or any event that, with notice or lapse of time,
     or both, would constitute a default) or result in the acceleration of any
     obligation under any of the terms, conditions or provisions of any other
     agreement or instrument to which it is a party or by which it is bound or
     to which any of its property or assets are subject, conflict with or
     violate any of the provisions of its Organizational Documents, or violate
     any statute or any order, rule or regulation of any court or governmental
     or regulatory agency, body or official, that would materially and adversely
     affect the performance of its duties hereunder; such Member has obtained
     any consent, approval, authorization or order of any court or governmental
     agency or body required for the execution, delivery and performance by such
     Member of its obligations hereunder;

          (iii) there is no action, suit or proceeding pending against such
     Member or, to its knowledge, threatened in any court or by or before any
     other governmental agency or instrumentality which would prohibit its
     entering into or performing its obligations under this Agreement;

          (iv) this Agreement is a binding agreement on the part of such Member
     enforceable in accordance with its terms against such Member; and


                                      -13-


          (v) such Member is acquiring its Interest for its own account for
     investment purposes only and not with a view to the distribution or resale
     thereof, in whole or in part, and agrees that it will not Transfer all or
     any part of its Interest, or solicit offers to buy from or otherwise
     approach or negotiate in respect thereof with any Person or Persons
     whomsoever, all or any portion of its Interest in any manner that would
     violate or cause the Company or any Member to violate applicable federal or
     state securities laws.

     (b) Class A Member hereby represents and warrants to Class B Member as of
the Effective Date that (i) each of its partners is a United States Person, as
defined in Section 7701 of the Code, and (ii) to the extent a limited partner
other than Glimcher Realty Trust is a partnership, corporation or trust, the
beneficial owners of such partnership, corporation or trust are each a United
States Person, as such term is defined in Section 7701 of the Code. Class A
Member hereby agrees that it shall promptly notify Class B Member if it becomes
aware that either of the preceding representations become untrue.

     (c) Class B Member hereby represents and warrants to Class A Member that no
individual (as such term is used in Section 542 of the Code) beneficially owns
more than five percent (5%) of Class B Member, after applying the constructive
ownership rules of Section 544 of the Code, as modified by Section 856 of the
Code. Class B Member hereby agrees that it shall promptly notify Class A Member
if it becomes aware that the preceding representation becomes untrue.

     2.8 Organizational Expenses and Syndication Expenses. Class A Member and
Class B Member agree to pay their Percentage Interests of all Organizational
Expenses and Syndication Expenses, or if Organizational Expenses and Syndication
Expenses are initially incurred in a different proportion, the party incurring
less than its Percentage Interest shall reimburse the other. The Company shall
credit the Capital Accounts of Class A Member and Class B Member with their
Percentage Interests of all Organizational Expenses and Syndication Expenses.

     2.9 Subsidiaries of the Company. The Company intends to form one Level 1
Subsidiary and one or more Level 2 Subsidiaries for each Property that the
Company desires to acquire. Each Level 1 Subsidiary will be formed as a limited
liability company and will be governed by a limited liability company agreement
substantially in the form of Exhibit C (with such modifications as the Members
shall mutually agree upon). Each Level 2 Subsidiary will be formed as a limited
liability company and will be governed by a limited liability company agreement
substantially in the form of Exhibit D (with such modifications as the Members
shall mutually agree upon). The Company will not enter into any limited
liability company agreement or other organizational document of any Subsidiary
unless the Company or a board of directors consisting of the same Persons as
those who serve on the Management Committee retains the full and exclusive
right, power and authority to make any decision and take any action on behalf of
such Subsidiary that constitutes a Majority Decision or Unanimous Decision. It
is intended that the business, operations and affairs of each Level 1 Subsidiary


                                      -14-


will be conducted in a manner that permits such Level 1 Subsidiary to qualify as
a "real estate investment trust" within the meaning of Section 856(a) of the
Code (a "REIT") and the provisions of this Agreement shall be interpreted and
applied in a manner consistent with such qualification. The Company shall cause
each Level 1 Subsidiary to elect to be treated as an association treated as a
REIT for its first taxable year by timely filing Form 1120-REIT, and to conduct
its business as a REIT.

                                   ARTICLE 3.

                         MANAGEMENT OF COMPANY BUSINESS;
                  POWERS AND DUTIES OF THE ADMINISTERING MEMBER
                  ---------------------------------------------

     3.1 Management and Control.

     (a) Except as otherwise specifically set forth in this Agreement, the
Management Committee shall have the right, power and authority to conduct the
business and affairs of the Company and each Subsidiary and to do all things
necessary to carry on the business of the Company and each Subsidiary, and is
hereby authorized to take any action of any kind and to do anything and
everything the Management Committee deems necessary or appropriate in accordance
with the provisions of this Agreement and applicable law.

     (b) The Management Committee may, by unanimous approval, delegate certain
of its rights to manage the day-to-day business of the Company and its
Subsidiaries and to implement the decisions made and the actions authorized for
and on behalf of the Company and its Subsidiaries by the Management Committee to
the Administering Member, provided, however, that the Administering Member shall
not, without the prior approval of the Management Committee, take any action on
behalf of or in the name of the Company (or cause the Company to take any action
on behalf of any Subsidiary), or enter into any commitment or obligation binding
upon the Company or its Subsidiaries, except for actions expressly authorized by
the Management Committee.

     3.2 Role of Administering Member.

     (a) In addition to such powers and rights of the Administering Member as
are expressly set forth herein, and subject to the express restrictions set
forth in herein, the Administering Member shall have the right and the duty to
manage the day-to-day business of the Company and each Subsidiary, to execute
documents and to implement the decisions made on behalf of the Company and each
Subsidiary by the Management Committee in accordance with the terms hereof and
applicable laws and regulations, and such other rights and powers as are granted
to the Administering Member hereunder and as the Management Committee may from
time to time expressly delegate to the Administering Member (provided, that any
such obligations or responsibilities that are delegated to the Administering
Member shall be subject to the Administering Member's acceptance to the extent


                                      -15-


not set forth herein). The Administering Member shall devote such time to the
Company and its business as shall be necessary to conduct the business of the
Company and its Subsidiaries in an efficient manner and to carry out the
Administering Member's responsibilities as set forth herein. Without limiting
the generality of the foregoing, but subject to the Management Committee's
rights with respect to Majority Decisions and Unanimous Decisions, the
Administering Member shall have the right and duty to do, accomplish and
complete, for and on behalf of the Company and its Subsidiaries with diligence
and in a prompt and businesslike manner, exercising such care and skill as a
prudent owner with sophistication and experience in owning, operating and
managing properties like the Properties, would exercise in dealing with its own
property, all of the following:

          (i) applying for and using diligent efforts to obtain any and all
     necessary consents, approvals and permits required for the, occupancy,
     operation and development of each of the Properties;

          (ii) paying, before delinquency and prior to the addition of interest
     or penalties, all taxes, assessments and other impositions applicable to
     any Property, and retaining counsel to initiate any action or proceeding
     seeking to reduce such taxes, assessments or other impositions;

          (iii) procuring and arranging all necessary insurance to the extent
     available at commercially reasonable rates for the Company and its
     Subsidiaries in accordance with the insurance program adopted by the
     Management Committee from time to time;

          (iv) demanding, receiving, acknowledging and instituting legal action
     for recovery of any and all revenues, receipts and considerations due and
     payable to the Company or its Subsidiaries, in accordance with prudent
     business practices, except to the extent such legal action would constitute
     a Unanimous Decision;

          (v) keeping all books of account and other records of the Company and
     delivering all reports in the manner provided in Article 5 below;

          (vi) maintaining all funds of the Company and each Subsidiary in
     separate bank accounts in the manner provided in Article 5 below, which
     funds shall not be commingled with the funds of any other Person;

          (vii) using commercially reasonable efforts to protect and preserve
     the title and interests of the Company in the Company Assets and the title
     and interests of each Subsidiary in the Subsidiary Assets, including
     arranging for the discharge or bonding of mechanics' and materialmen's
     liens encumbering any Property;


                                      -16-


          (viii) preparing for approval by the Management Committee, and
     implementing once the same shall have been approved in accordance herewith,
     all Annual Budgets and Business Plans, including negotiating all contracts
     and expending funds in accordance therewith;

          (ix) opening and maintaining bank accounts to the extent required or
     permitted by Section 5.5;

          (x) coordinating the defense of any claims, demands, suits or legal
     proceedings made or instituted against the Company, any Subsidiary or the
     Members by other parties, through legal counsel for the Company engaged in
     accordance with the terms of this agreement;

          (xi) giving the Management Committee prompt notice of (i) any material
     claim or demand or the commencement of any suit or legal proceeding by or
     against the Company or any Subsidiary and promptly providing the Management
     Committee all information relevant or necessary thereto and (ii) any notice
     of any violation of, or any material violation which the Administering
     Member has actual knowledge of, federal, state or municipal laws,
     ordinances, orders, rules, regulations or requirements of federal, state or
     municipal governments, courts, departments, commissions, boards and
     officers, the requirements of any insurance policy (or any insurer
     thereunder) covering any Company Assets or the Properties (and any
     improvements thereon) or any Subsidiary Assets, or any other body
     exercising functions similar to those of any of the foregoing which may be
     applicable to any Company Assets or the Properties or any of the Subsidiary
     Assets and promptly providing the Management Committee all information
     relevant or necessary thereto;

          (xii) using commercially reasonable efforts to comply with (i) the
     terms and provisions of any restrictive covenants or easement agreements
     affecting the Properties or any portion thereof, and any and all leases and
     other contracts entered into or assumed by the Company or any Subsidiary,
     including, without limitation, the exceptions noted in the title policy for
     each Property, copies of which have been provided to the Administering
     Member and (ii) the terms and provisions of the Acquisition Loan Documents
     or any other note, mortgage and other loan documents assumed or executed by
     the Company or any Subsidiary;

          (xiii) subject to the provisions of this Agreement and consistent with
     the Underwriting Plan and any subsequently approved Business Plan,
     operating, maintaining, developing and otherwise managing each Property in
     an efficient manner;

          (xiv) during the term of this Agreement, using commercially reasonable
     efforts to promptly comply with all present and future laws, ordinances,
     orders, rules, regulations and requirements of all federal, state and
     municipal governments, courts, departments, commissions, boards and
     officers, the requirements of any insurance policy (or any insurer
     thereunder) covering any of the Company Assets or any of the Properties
     (and any improvements thereon) or any of the


                                      -17-


     Subsidiary Assets, or any other body exercising functions similar to those
     of any of the foregoing, which may be applicable to any of the Company
     Assets or any of the Properties (and any improvements thereon) or any of
     the Subsidiary Assets and the operation and management thereof, and when
     and to the extent approved by the Management Committee, the Administering
     Member shall contest or assist the Management Committee in contesting the
     validity or application of any such law, ordinance, order, rule, regulation
     or requirement;

          (xv) performing, or causing the performance of, all other services
     reasonably necessary or required for the ownership, development,
     maintenance and operation by the Company and/or its Subsidiaries of the
     Properties or otherwise required to be performed by the Administering
     Member pursuant to this Agreement and not otherwise prohibited hereunder;
     and

          (xvi) subject to the rights of the Management Committee to approve
     Unanimous Decisions and Majority Decisions, implementing the terms of the
     then Approved Budget and the then approved Business Plan.

     (b) The Administering Member shall not (and shall not have any right, power
or authority to), without the prior approval of the Management Committee, bind
or take any action on behalf of or in the name of the Company or any Subsidiary,
or enter into any commitment or obligation binding upon the Company or any
Subsidiary, except for actions authorized under this Agreement or actions
authorized by the Management Committee in the manner set forth herein.

     (c) If Administering Member fails to perform or comply with, or to cause
the performance of or compliance with, any obligation or duty imposed on it
pursuant to this Agreement, then, without limiting any other remedy available to
Class B Member, Class B Member may, after at least ten (10) Business Days'
notice to the Administering Member, or if a cure cannot reasonably be concluded
within such ten (10) Business Day period, such longer time, not to exceed ten
(10) additional Business Days, as reasonably required provided that the
Administering Member begins action to effect a cure within such ten (10)
Business Day period, perform or comply with, or cause the performance of or
compliance with, that obligation or duty, and any expense arising from that
performance or compliance will be borne by the Administering Member.

     (d) Upon the occurrence of Cause, (i) Class B Member shall have the sole
right to, until the occurrence of the events described in Section 3.2(d)(ii) and
(iii) below (which events shall occur no more than three (3) months after the
occurrence of Cause), (x) in the case of the occurrence of any event under
clause (i) of the definition of Cause, make all decisions on behalf of the
Management Committee, including Unanimous Decisions and Majority Decisions, and
make all decisions on behalf of the Administering Member and (y) in the case of
the occurrence of any event under clause (ii) of the definition of Cause, make
all Majority Decisions on behalf of the Management Committee and make all


                                      -18-


decisions on behalf of the Administering Member, (ii) Class B Member may elect
to remove Class A Member as the Administering Member and to either appoint a new
Administering Member or appoint itself as the new Administering Member (such new
Administering Member, a "New Administering Member"), and (iii) upon the
appointment of a New Administering Member pursuant to clause (ii) of this
Section 3.2(d), either (x) in the case of the occurrence of any event under
clause (i) of the definition of Cause, all of the Committee Representatives
appointed by Class A Member, in its capacity as the Administering Member, shall
be removed and the New Administering Member shall appoint three (3) Committee
Representatives to fill such vacancies or (y) in the case of the occurrence of
any event under clause (ii) of the definition of Cause, two (2) of the Committee
Representatives appointed by Class A Member, in its capacity as the
Administering Member, shall be removed and the New Administering Member shall
appoint two (2) Committee Representatives to fill such vacancies, (iv) Class B
Member shall have the right to elect to terminate the Lockout Period, and/or (v)
Class B Member shall have the right to elect to terminate the Property Lockout
Period.

     3.3 Management Agreement. Notwithstanding anything in this Agreement to the
contrary, (i) Administering Member must obtain the approval of Class B Member
with respect to any amendment, extension, or renewal of any Management Agreement
on behalf of any Subsidiary, any consent, approval, waiver or direction required
of or permitted by any Subsidiary thereunder (in each case, to the extent the
same would constitute a Unanimous Decision) and (ii) Class B Member shall have
the full authority and discretion, without the approval of any Member or the
Management Committee, to exercise any right to terminate the Manager pursuant to
the provisions of any Management Agreement upon the occurrence of Cause.

     3.4 Decisions Requiring Approval of the Management Committee.
Notwithstanding any provisions in this Agreement to the contrary other than
Section 3.6, no act shall be taken, sum expended, decision made or obligation
incurred by the Company or any Subsidiary or by the Administering Member with
respect to a matter within the scope of any of the Unanimous Decisions or
Majority Decisions, unless and until the Required Committee Approval shall have
been obtained pursuant to and in accordance with this Section 3.4. In the event
of any need for consent of the Management Committee to any Unanimous Decision or
Majority Decision, the Administering Member shall make such request of the
Management Committee in writing and shall provide each Committee Representative
with all information reasonably necessary for the Management Committee to make
an informed decision. The Administering Member shall use its commercially
reasonable efforts to keep the Management Committee informed of the status of
any matter regarding which the Administering Member intends to request the
Management Committee's consent under this Section 3.4. For the avoidance of
doubt, and notwithstanding anything to the contrary herein, any sale pursuant to
the terms of Section 3.6 shall not constitute either a Unanimous Decision or a
Majority Decision and the Triggering Member shall be fully authorized to act on
behalf of the Company in carrying out such a sale in accordance with Section
3.6. With respect to any decision to be made by the board of directors of any


                                      -19-


Subsidiary that is expressly designated herein as a decision to be made solely
by Class B Member or as a decision requiring the consent of Class B Member, each
Member hereby agrees that they shall cause their respective Committee
Representatives, in their capacity as directors of such Subsidiary, to vote on
such decision as directed by Class B Member or to obtain the written consent of
Class B Member to such decision, as the case may be.

     (a) The "Unanimous Decisions" are:

          (i) approving or adopting any Annual Budget or Business Plan
     (including leasing guidelines) or approving or adopting any variance or
     modification thereto, except that the Administering Member may incur
     expenses in excess of the Approved Budget as long as such expenses do not
     exceed (a) individually, the greater of (i) five percent (5%) for the
     applicable line item or (ii) $2,500, or (b) in the aggregate, five percent
     (5%) of the total Approved Budget;

          (ii) altering the nature of the business of the Company from the
     businesses permitted by Section 2.5, forming or organizing any subsidiary
     of the Company or causing or permitting any Subsidiary to change or alter
     the nature of its business as permitted by Section 2.5;

          (iii) entering into or renewing any lease for space in excess of
     10,000 square feet; it being agreed and understood that with respect to any
     lease requiring the consent of the Management Committee, such consent shall
     be deemed given if not denied within five (5) Business Days after receipt
     by the Management Committee of a detailed term sheet and financial analyses
     relating thereto;

          (iv) making a Capital Call;

          (v) instituting proceedings to adjudicate the Company or any
     Subsidiary bankrupt, or consent to the filing of a bankruptcy proceeding
     against the Company or any Subsidiary or file a petition or answer or
     consent seeking reorganization of the Company or any Subsidiary under the
     Bankruptcy Code or any other similar applicable federal or state law, or
     consent to the filing of any such petition against the Company or any
     Subsidiary, or consent to the appointment of a receiver or liquidator or
     trustee or assignee in bankruptcy or insolvency of the Company or any
     Subsidiary or of its property, or make an assignment for the benefit of
     creditors of the Company or any Subsidiary, or admit the Company's or any
     Subsidiary's inability to pay its debts generally as they become due;

          (vi) merging, converting, consolidating, dissolving or winding up the
     Company or any Subsidiary with or into another Person or engaging in any
     other transaction having substantially the same effect other than as
     permitted under Section 3.6;


                                      -20-


          (vii) other than pursuant to the provisions of Section 3.6, approving
     the terms and conditions of any direct or indirect sale, transfer,
     exchange, mortgage, assignment, hypothecation, pledge, security interest,
     ground lease, master lease or other disposition of all or any portion of
     any Company Asset, Property, Subsidiary Asset or any interest in any of the
     foregoing, except for (x) any lease or installment sales contract for
     personal property in the ordinary course of business and as provided for in
     the Approved Budget and (y) any sale or disposition and/or replacement of
     personal property in the ordinary course of business;

          (viii) extending credit, making loans or becoming or acting as a
     surety, guarantor, endorser or accommodation endorser (or materially
     modifying any obligations relating to the foregoing), except (a) in
     connection with negotiating checks or other instruments received by the
     Company or any Subsidiary and except for immaterial amounts in the ordinary
     course of business and (b) loans and advances to tenants in the ordinary
     course of business;

          (ix) obtaining financing or refinancing for, or otherwise incurring
     any indebtedness or issuing any debt or equity securities of, the Company
     or any Subsidiary or any assets of the Company or any Subsidiary,
     including, without limitation, any loan secured by a mortgage on any
     Property and any financing of the operations of the Company or its
     Subsidiaries, except for unsecured loans for working capital specifically
     set forth in an Approved Budget; placing or suffering of any other lien or
     encumbrance (other than leases permitted under paragraph (b) of the
     definition of "Majority Decisions" in this Section 3.4) on or affecting any
     Property or any portion thereof or any other material property or asset
     owned by the Company or any Subsidiary or selling any debt securities of
     the Company or any Subsidiary in a public or private offering or otherwise
     (or taking any action which has substantially the same effect or commits
     the Company or its Subsidiaries to any of the foregoing) except for a
     private placement of preferred interests in each Level 1 Subsidiary for
     purposes of satisfying the requirements of Code Section 856(a)(5);
     approving any document (including any amendment, supplement or other
     modification) containing or evidencing any modification of any term of any
     such financing, refinancing or encumbrance which was previously approved by
     the Management Committee; and approving the terms of a workout of any such
     financing or refinancing with the lender thereof;

          (x) approving the admission to the Company or to any Subsidiary of a
     successor or a new member (except for the admission to each Level 1
     Subsidiary of members holding preferred interests for purposes of
     satisfying the requirements of Code Section 856(a)(5)) or removing any
     member, designating or approving the classification of any new class of
     membership units issued to a new member (and establishing the designations,
     preferences and relative, participating, optional or other special rights,
     powers and duties of each class of membership units);


                                      -21-


          (xi) except for the Initial Property, acquiring, or causing any
     Subsidiary to acquire, any land or other real property or any interest
     therein;

          (xii) approving or undertaking any development, alteration,
     modification, improvement or renovation of any portion of any Property
     costing individually or, if in a series of transactions, in the aggregate,
     in excess of $150,000, except for such tenant improvements and capital
     improvements or renovations contained in the current Approved Budget;

          (xiii) entering, or causing any Subsidiary to enter, into any
     agreement with the Administering Member or any Affiliate of the
     Administering Member, except for services provided by the Administering
     Member or an Affiliate of the Administering Member on customary terms and
     at competitive rates of compensation which prevail in the marketplace with
     unrelated third parties; provided that prior to entering any such agreement
     the Administering Member shall provide to Class B Member a copy of the
     agreement;

          (xiv) instituting or settling any material litigation, action or
     claim, or confessing any judgment against the Company or any Subsidiary; or

          (xv) unless required pursuant to the terms of any ground lease or
     mortgage encumbering any Property, deciding whether to repair or rebuild in
     case of material damage to any of the improvements on any Property, or any
     part thereof, arising out of a casualty or condemnation (except such
     emergency repairs as may be necessary to protect any Property), which
     material damage is in excess of $1,000,000.

     (b) The "Majority Decisions" are:

          (i) executing, modifying, accepting the surrender of or terminating
     any lease or other arrangement involving the rental, use or occupancy of
     any Property or any part thereof, except where such action would constitute
     a Unanimous Decision;

          (ii) instituting or settling any litigation, action or claim, or
     confessing any judgment against the Company or any Subsidiary, except where
     such action would constitute a Unanimous Decision;

          (iii) approving an insurance program for the Company, any of the
     Subsidiaries or any of the Properties;

          (iv) taking any action in respect of any Property relating to
     environmental matters other than obtaining environmental studies and
     reports and conduct (or arrange for) evaluations and analyses thereof;


                                      -22-


          (v) unless required pursuant to the terms of any ground lease or
     mortgage encumbering any Property, deciding whether to repair or rebuild in
     case of material damage to any of the improvements on any Property, or any
     part thereof, arising out of a casualty or condemnation (except such
     emergency repairs as may be necessary to protect any Property) to the
     extent such decision does not constitute a Unanimous Decision under Section
     3.4(a) above;

          (vi) selecting the Company's accountants and independent auditors; and
     approving financial statements prepared by the Company's auditors;
     provided, however, that in no event may the Company's accountants or
     auditors be other than BDO Seidman, LLP without the unanimous written
     consent of the Management Committee;

          (vii) determining that a Company Asset should be appraised and
     selecting an appraiser in connection therewith;

          (viii) entering into any contract involving payment of $50,000 or more
     during any calendar year;

          (ix) selecting or varying tax or accounting methods which would have a
     material effect on income, loss, gain or deduction of the Company or any
     Subsidiary and making any other decisions or elections with respect to
     federal, state, local or foreign tax matters or other financial purposes;

          (x) making or agreeing to any changes to the zoning of any Property;
     and approving the terms and provisions of any restrictive covenants or
     easement agreements (other than utility easements or other non-material
     easements necessary for the operation or development of any Property)
     affecting any Property or any portion thereof;

          (xi) conducting any remediation of any environmental contamination or
     other similar matters;

          (xii) approving the hiring or removal of any mall manager at a
     Property; or

          (xiii) taking any other decision or action that requires Management
     Committee approval or consent hereunder and that is not expressly a
     Unanimous Decision.

     (c) Any action to be taken or made by or on behalf of a Subsidiary that if
taken or made by or on behalf of the Company would constitute a Majority
Decision or a Unanimous Decision shall be subject to the provisions of this
Section 3.4. Notice of any action relating to a Majority Decision taken by the
Management Committee and any material change to the leasing model used by
Administering Member at the Property shall be promptly provided to Class B
Member, unless the Committee Representatives appointed by Class B Member shall


                                      -23-


have been present at the meeting of the Management Committee where such Majority
Decision was made.

     3.5 Management Committee.

     (a) A committee consisting of the Committee Representatives (the
"Management Committee") is hereby established and is granted the sole and
exclusive right, power and authority to make, approve or disapprove all
Unanimous Decisions and Majority Decisions on behalf of the Company, and is
hereby authorized to designate an authorized signatory to execute and deliver on
behalf of the Company any and all such contracts, certificates, agreements,
instruments and other documents, and to take any such action, as the Management
Committee deems necessary or appropriate relating to Unanimous Decisions and
Majority Decisions.

     (b) The Administering Member shall cause such reports as the Management
Committee shall reasonably request to be prepared and delivered on a timely
basis to the members of the Management Committee. Unless and until a new
Approved Budget shall be established, the Company shall operate under the most
recent Approved Budget with actual increases for non-discretionary expenses. The
Administering Member may from time to time submit amendments to any Business
Plan for the approval of the Management Committee. The Management Committee will
meet promptly after the submission of a Business Plan or proposed amendment
thereto with the object of reaching some conclusion thereon within not later
than thirty (30) days after the submission of the same.

     (c) The Management Committee shall at all times consist of four (4)
Committee Representatives, three of whom shall be appointed by the Administering
Member and one of whom shall be appointed by Class B Member; provided, that upon
the election of Class B Member under Section 3.2(d)(iii)(y) and so long as Class
B Member has not made an election under Section 3.2(d)(iii)(x), the Management
Committee shall consist of four (4) Committee Representatives, two of whom shall
be appointed by the New Administering Member, one of whom shall be appointed by
Class A Member and one of whom shall be appointed by Class B Member. Each Member
may appoint an alternate for any Committee Representative appointed by it to the
Management Committee, who shall have all the powers of the Committee
Representative in his absence or inability to serve. Each Member shall have the
power to remove any Committee Representative or alternative Committee
Representative of the Management Committee appointed by it by delivering written
notice of such removal to the Company and to the other Members. Subject to the
provisions of Section 3.2(d), vacancies on the Management Committee shall be
filled by the Member that appointed the Committee Representative previously
holding the position which is then vacant.


                                      -24-


     (d) The Committee Representatives effective as of the date hereof shall be
as follows:

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

     Administering Member:              (1)  Michael P. Glimcher
     ---------------------------------------------------------------------------

                                        (2) Marshall A. Loeb
     ---------------------------------------------------------------------------

                                        (3)  Mark Yale
     ---------------------------------------------------------------------------

     Class B Member:                    (1)  Christopher Voutsinas
     ---------------------------------------------------------------------------


     (e) The Management Committee shall act with respect to all matters (whether
to approve any Unanimous Decision and any Majority Decision or to exercise any
other right (or to grant any consent or approval) accorded to the Management
Committee hereunder) by Required Committee Approval. Each Committee
Representative shall have one (1) vote on all matters that arise before the
Management Committee. For avoidance of doubt and notwithstanding anything to the
contrary herein, no matter may be approved and no action taken by the Management
Committee without Required Committee Approval.

     (f) (i) The Management Committee shall meet annually to review and vote on
the proposed Business Plan and Annual Budget and shall meet not less than
quarterly to review and vote on any Unanimous Decisions and Majority Decisions.
Special meetings of the Management Committee may be called by any Committee
Representative on at least four (4) Business Days' prior written notice of time
and place of such meeting; provided, however, that such notice requirement shall
be deemed waived by any Committee Representative who is present (in person or by
telephone) at the commencement of any such special meeting. Regular and special
meetings may be held at any place in Canada or the continental United States as
may be designated from time to time by the Administering Member, including
meetings by telephone conference. All four (4) Committee Representatives shall
constitute a quorum for Management Committee action with respect to any
Unanimous Decision. Two (2) Committee Representatives shall constitute a quorum
for Management Committee action with respect to any Majority Decision.

     (ii) Actions taken or approved by the Management Committee will be
evidenced by a written resolution prepared within ten (10) Business Days of a
meeting of the Management Committee by the Administering Member and approved in
writing by the Committee Representatives who were present at such meeting and
who adopted such resolutions.


                                      -25-


     (iii) Any action required or permitted to be taken at a meeting of the
Management Committee may be taken without a meeting if a written consent setting
forth the action so taken is signed by the Committee Representatives whose
approval is required to constitute the Required Committee Approval. In the event
of any action which is taken, or is to be taken pursuant to a written consent
and not pursuant to a vote at a duly called and authorized meeting of the
Management Committee, the Administering Member shall endeavor, in good faith, to
solicit input from all Committee Representatives prior to the execution by any
Committee Representative of such written consent. Such consent may be in one
instrument or in several instruments, and shall have the same force and effect
as a vote of such Committee Representatives. An action so taken shall be deemed
to have been taken at a meeting held on the effective date so certified.

     (iv) Each Committee Representative may authorize any other Committee
Representative to act for him or her by proxy on all matters in which a
Committee Representative is entitled to participate, including waiving notice of
any meeting, or voting or participating at a meeting. Every proxy must be signed
by the Committee Representative. Every proxy shall be revocable at the pleasure
of the Committee Representative executing it, such revocation to be effective
upon the Company's receipt of written notice thereof.

     (v) All reasonable travel expenses incurred by each of the Committee
Representatives in connection with their service on the Management Committee
shall be borne by the Company.

     3.6 Sale of the Subject Subsidiary.

     (a) Notwithstanding any other provisions of this Agreement, at any time
from and after the end of the Property Lockout Period with respect to any Level
1 Subsidiary, Class B Member and Class A Member shall each have the right to
commence the marketing of, and cause the sale of, all of the membership
interests held by the Company ("shares") in such Level 1 Subsidiary (the
"Subject Subsidiary", such selling Member being referred to herein as the
"Triggering Member," and the non-selling Member being referred to herein as the
"Non-Triggering Member"), without the approval or consent of the Non-Triggering
Member, subject to the terms of this Section 3.6.

     (b) Prior to causing the sale of the shares of the Subject Subsidiary, the
Triggering Member shall provide the Non-Triggering Member with a right to
purchase the shares of such Subject Subsidiary for cash (the "Purchase Option")
on and subject to the following terms and conditions:

          (i) The Triggering Member shall give written notice (the "Proposed
     Sale Notice") to the Non-Triggering Member setting forth the proposed
     purchase price (the "Purchase Price").


                                      -26-


          (ii) The Non-Triggering Member shall have thirty (30) days (the
     "Election Period") after the delivery by the Triggering Member to the
     Non-Triggering Member of the Proposed Sale Notice to elect to exercise the
     Purchase Option with respect to the Subject Subsidiary (such election to be
     made, if at all, by giving written notice thereof (the "Exercise Notice")
     to the Triggering Member within the Election Period); it being agreed and
     understood that, during the Election Period, neither Class B Member nor
     Class A Member may give another Proposed Sale Notice with respect to the
     Subject Subsidiary; it being agreed and understood that in the event that a
     Member has delivered a Proposed Sale Notice and no sale is ultimately
     consummated pursuant to the terms of this Section 3.6 in connection with
     such Proposed Sale Notice issued by such Member, such Member shall not have
     the right to issue another Proposed Sale Notice with respect to the Subject
     Subsidiary hereunder for a period of six (6) months following the Marketing
     Period.

          (iii) If the Non-Triggering Member fails to exercise the Purchase
     Option, then, the Non-Triggering Member shall have no further right to
     purchase the shares of the Subject Subsidiary, except as may be expressly
     provided for below in this Section 3.6(b)(iii), and the Triggering Member
     shall have the right to cause the Company to enter into an agreement with
     customary representations, terms and conditions to sell, and to sell, the
     shares of the Subject Subsidiary to an independent third party ("Third
     Party Purchaser") at any time or times during a one hundred eighty (180)
     day period (such period, the "Marketing Period"; it being agreed and
     understood that the Triggering Member shall have the right to end the
     Marketing Period at any time prior to the end of such 180-day period upon
     notice to the Non-Triggering Member), which period shall commence on the
     earlier of (A) the first day after the Election Period expires and (B) the
     date on which the Non-Triggering Member notifies the Triggering Member that
     the Non-Triggering Member will not be exercising the Purchase Option, for
     aggregate cash consideration (the "Third-Party Purchase Price") which is
     not less than 100% of the Purchase Price (excluding any customary
     pro-rations to such consideration determined and effectuated as of the date
     of the closing of the sale of the shares of the Subject Subsidiary,
     transfer taxes and other closing costs payable by the Company or any
     brokerage commissions that would actually be payable to any third-party
     broker). If during the Marketing Period, the Company receives an offer that
     satisfies the conditions of this Section 3.6, except that the offer is for
     less than the Purchase Price, then the Triggering Member, if it wishes to
     accept such offer, shall so notify the Non-Triggering Member and give the
     Non-Triggering Member the option to purchase the shares of the Subject
     Subsidiary at the price indicated in such offer. Within fifteen (15) days


                                      -27-


     after receiving such notice (and, if such notice is given within fifteen
     (15) days prior to the expiration of the Marketing Period, the Marketing
     Period shall be extended day-by-day to give effect to the fifteen (15) day
     notice period of this sentence), the Non-Triggering Member shall have the
     right to deliver to the Triggering Member an Exercise Notice to purchase
     the shares of the Subject Subsidiary at the price indicated in the offer,
     and if such Exercise Notice is not timely delivered, the Triggering Member
     shall be permitted to sell the shares of the Subject Subsidiary to the
     third party at the price and on the terms specified in the third party
     offer. If no agreement is executed during the Marketing Period or an
     agreement is executed during the Marketing Period but the closing under
     such agreement does not occur within sixty (60) days after the end of the
     Marketing Period (the "Closing Period"), the Purchase Option will apply as
     to any sale of the shares of the Subject Subsidiary occurring after such
     sixty (60) day period. The Non-Triggering Member shall not have the right
     to approve, object or interfere with any sale under, and conforming to,
     this Section 3.6 irrespective of the terms of the sale (the Triggering
     Member being fully authorized and empowered to execute and deliver all
     necessary documents, agreements and instruments on behalf of the Company
     and to cause the Company to make representations and warranties as the
     Triggering Member determines); provided that the Non-Triggering Member
     shall have the right to approve any sale that is for consideration other
     than cash. In connection with the sale of the shares of the Subject
     Subsidiary under Section 3.6(a), (b) or (c), (i) the Members agree to
     cooperate fully and in good faith consummate the sale of the shares of the
     Subject Subsidiary and to deliver any materials reasonably requested by the
     potential purchaser (all of which shall be provided, to the extent
     reasonably available, within three (3) Business Days of request (or earlier
     if such earlier time period is reasonable)) and to use their commercially
     reasonable efforts to cause the sale of the shares of the Subject
     Subsidiary and (ii) the Members agree to cooperate fully and in good faith
     in the assumption by any potential purchaser of the Acquisition Financing
     and the Acquisition Loan Documents, including promptly delivering to
     Acquisition Lender any documents reasonably requested by Acquisition Lender
     and executing any documents or agreements reasonably required by
     Acquisition Lender in connection with any such assumption (to the extent
     such documents or agreements do not materially increase such party's
     liabilities or obligations). During the Marketing Period, none of the
     Members shall have the right to bid for the shares of the Subject
     Subsidiary.

          (iv) If the Non-Triggering Member exercises the Purchase Option within
     the Election Period, then such exercise shall be deemed to create a
     contract between the Non-Triggering Member, on one hand, and the Triggering
     Member on the other hand, pursuant to which the Non-Triggering Member
     irrevocably agrees to acquire the shares of the Subject Subsidiary for the
     Purchase Price, except that the closing date for such sale shall be thirty
     (30) days after the making of such election or such later date (not to
     exceed ninety (90) days in total) as reasonably required to obtain any
     necessary third-party consents, and the provisions of Section 3.6(b)(v)
     shall apply.

          (v) Simultaneously with the delivery of the Exercise Notice (and as a
     condition to the effectiveness of such Exercise Notice), the Non-Triggering
     Member shall deposit with the Triggering Member a deposit by certified or


                                      -28-


     cashier's check or wire transfer of immediately available federal funds in
     an amount equal to two percent (2%) of the Purchase Price (the "Deposit").
     If the Non-Triggering Member fails to deliver the Deposit in the manner
     described above, then the Non-Triggering Member shall be deemed to have
     failed to exercise the Purchase Option and the Triggering Member may
     proceed in accordance with Section 3.6(b)(iii) above. The Deposit shall be
     non-refundable to the Non-Triggering Member in the event of a failure by
     the Non-Triggering Member to consummate the purchase of the shares of the
     Subject Subsidiary on the relevant closing date (other than solely by
     reason of a default by the Triggering Member), in which case the Triggering
     Member may terminate (or cause the termination of) the contract created by
     the Proposed Sale Notice and the Exercise Notice and the Triggering Member
     may (A) retain the Deposit as liquidated damages for the benefit and
     account of the Triggering Member only and (B) to sell at any time the
     shares of the Subject Subsidiary to any Person and on any terms as the
     Triggering Member may determine in its sole discretion, without any consent
     or approval of any other Member and without having to comply with any of
     the terms of this Section 3.6. The parties agree that damages to the
     Triggering Member will be difficult and impracticable to ascertain in
     connection with a default by the Non-Triggering Member under this Section
     3.6 and the retention of the Deposit by the Triggering Member is a
     reasonable estimate of such damages from such default and shall not be
     considered a penalty. If the sale of the shares of the Subject Subsidiary
     fails to occur on the relevant closing date solely by reason of a default
     by the Triggering Member (other than as a result of any act or omission by
     the Non-Triggering Member), then, at the election of the Non-Triggering
     Member, (x) the contract created by the Proposed Sale Notice and the
     Exercise Notice shall be terminated and the Deposit shall be refunded to
     the Non-Triggering Member; or (y) the Non-Triggering Member may seek
     specific performance of such contract, but the Non-Triggering Member shall
     have no other rights or remedies by reason of such breach. If the closing
     of the sale of such shares to the Non-Triggering Member occurs, then the
     Deposit shall be applied towards the Purchase Price at closing. The
     Triggering Member shall, and shall cause the Company to, execute such
     instruments of transfer as are customarily executed and reasonably
     requested to evidence and consummate the transfer of the shares of the
     Subject Subsidiary to the Non-Triggering Member; provided, however, that
     such documents shall indicate that the sale of the shares of the Subject
     Subsidiary is on an "As-Is," "Where Is," "With-All-Faults" basis with no
     representations, warranties or indemnities whatsoever, other than
     representations to the effect that each of the relevant selling entities is
     duly organized and existing, that it is authorized and empowered to effect
     the sale, and, in the case of a sale of the shares of the Subject
     Subsidiary or of interests in the Company, a representation that such
     interests being transferred are free from any liens and encumbrances.

          (vi) Notwithstanding anything to the contrary, (x) the Triggering
     Member shall, subject to and in accordance with this Section 3.6, have full
     right, power and authority (acting alone and without the consent of any


                                      -29-


     other Member or the Management Committee) to execute, deliver and perform,
     for and in the name of the Company, any and all documents, agreements and
     instruments, and to take any other actions as may be required or desirable
     for the purpose of transferring the shares of the Subject Subsidiary to a
     Third Party Purchaser or the Non-Triggering Member, as the case may be, and
     (y) in the case of the sale of the shares of the Subject Subsidiary or the
     Property owned by such Subject Subsidiary to a Third Party Purchaser in
     accordance with this Section 3.6, any Management Agreement, and each other
     agreement with any Member (other than the Triggering Member) or any
     Affiliate of any Member (other than the Triggering Member) applicable to
     such Property shall immediately and automatically terminate without penalty
     upon such sale.

          (vii) Except as otherwise expressly provided herein, each party shall
     bear its own legal fees and expenses in connection with a sale under this
     Section 3.6, and the Triggering Member and the Non-Triggering Member (in
     the case of a sale pursuant to Section 3.6(b)(iv)) shall each indemnify the
     other against claims for brokers' fees and commissions. Unless otherwise
     provided in the offer from a Third Party Purchaser, the Company shall bear
     any debt repayment fees and, in the case of the sale of the Property owned
     by the Subject Subsidiary, either the Company or the purchaser shall bear
     any transfer taxes and other closing costs in accordance with local custom
     for properties similar to such Property. The Company shall pay all costs of
     marketing the shares of the Subject Subsidiary and any legal fees incurred
     as seller.

          (viii) Upon any sale pursuant to this Section 3.6, the Management
     Agreement relating to the Property owned by the Subject Subsidiary (or by
     any Subsidiary of the Subject Subsidiary) will automatically terminate
     without penalty.

     (c) At the option of Class B Member, if (i) there would be substantial
savings achieved by structuring a sale of the Property owned by the Subject
Subsidiary instead of a sale of the shares of the Subject Subsidiary and (ii) by
structuring the sale as a sale of the Property owned by the Subject Subsidiary,
then, Class B Member may elect to sell such Property, in which case all of the
provisions of this Section 3.6 shall apply mutatis mutandis.

     (d) Without the consent of Class B Member, no Property may be sold (as
opposed to a sale of shares) by the Administering Member.

     (e) Notwithstanding anything to the contrary herein, in the event of a
Default, Class B Member shall have the right to sell any shares in a Subsidiary
or the Property owned by any Subsidiary without first providing Class A Member
with a right to purchase the shares of such Subsidiary or such Property, as the


                                      -30-


case may be, and Class A Member shall have no right to receive or exercise any
purchase option with respect to such shares of such Subsidiary or such Property,
as the case may be.

     (f) Notwithstanding anything in this Agreement to the contrary, in the
event that Class B Member elects to remove Class A Member as Administering
Member pursuant to a Change of Control of Class A Member (as provided in Section
3.2(d) herein), Class A Member shall have the right to (i) terminate the Lockout
Period, (ii) terminate the Property Lockout Period and/or (iii) commence the
sale of the Subject Subsidiary or the Subject Interest, as the case may be.

                                   ARTICLE 4.

                          RIGHTS AND DUTIES OF MEMBERS
                          ----------------------------

     4.1 Duties and Obligations of the Administering Member.

     (a) In addition to such duties as are described elsewhere in this
Agreement, the Administering Member shall (i) prepare and deliver to the
Management Committee (or cause to be prepared and delivered to the Management
Committee) the Business Plan for each Budget Year, (ii) deliver to the
Management Committee promptly upon its receipt, copies of all (x) summonses and
complaints served on the Company, any of the Subsidiaries, or the Administering
Member (as a Member of the Company) and (y) notices of default on any loan or
other indebtedness of the Company or on any liens against any Property or
Company Asset, (iii) monitor compliance by the Company and any Subsidiary with
any loan agreements, mortgages, purchase agreements and other material
agreements to which the Company or any Subsidiary is bound (and take appropriate
steps to cure any non-compliance to the extent permitted under this Agreement or
otherwise promptly notify the Management Committee of any non-compliance) and
(iv) manage the Company, each Subsidiary, the Company Assets and the Subsidiary
Assets with the same care as it would use if it owned the Company Assets and the
Subsidiary Assets.

     (b) The Administering Member shall cause the Company and its Subsidiaries
to file with the Ontario Superintendent of Financial Institutions (the
"Superintendent") such documents, returns, reports, financial statements and
other information and undertakings ("Filings") as and when directed by Class B
Member. Class B Member assumes complete responsibility for determining the form
and content of all Filings and for determining when and how such Filings shall
be submitted, and shall bear the cost of preparing and filing the Filings and
for any other costs that would not otherwise have been incurred were it not for
the need to comply with the Filings. If the Administering Member timely submits
all Filings as and when directed by Class B Member, it shall have no liability
to Class B Member with respect to any deficiency in the Filings or any action by
the Superintendent.


                                      -31-


     4.2 Other Activities of Class A Member.

     (a) During the Exclusivity Period, Class A Member shall offer the Company
or any Subsidiary, and the Company or such Subsidiary, shall have the exclusive
right to acquire, all Prospective Acquisitions other than the exceptions noted
in Section 4.2(b) below. Within ninety (90) days of the Effective Date, Class B
Member intends to seek approval for authorization to commit up to $200,000,000
to Prospective Acquisitions (the "Equity Commitment"), it being understood,
however, that Class B Member shall have the sole and absolute discretion to
approve any Prospective Acquisition and the actual investment of such equity. An
authorized representative of Class B Member shall provide Class A Member a
certified resolution of the "Investment Committee" of The Ontario Municipal
Employees Retirement System (of which Class B Member is a wholly-owned
subsidiary) authorizing and approving the Equity Commitment. Upon the
termination of the Exclusivity Period for any reason, any such Equity Commitment
shall be terminable by Class B Member, in its sole and absolute discretion. With
respect to any Prospective Acquisition, Class A Member shall submit to Class B
Member an investment memorandum setting forth a description of such Prospective
Acquisition, a pursuit budget and a preliminary pro forma business plan for such
Prospective Acquisition and Class A Member's projected returns on such
Prospective Acquisition and the percentage of the equity investment (not less
than twenty five percent (25%)) that Class A Member intends to make in respect
of such Prospective Acquisition (the "Proposal"). Class B Member has no
obligation to approve any Proposal and may decline any Prospective Acquisition
in its sole discretion. Within five (5) Business Days of its receipt of the
Proposal, Class B Member will notify Class A Member if it is interested in
pursuing the acquisition of the Prospective Acquisition and, if so, Class A
Member and Class B Member shall jointly complete due diligence for the
Prospective Acquisition. In the event that after completion of due diligence,
Class B Member and Class A Member elect to invest in such Prospective
Acquisition, Class B Member and Class A Member shall cause a Subsidiary to
acquire such Prospective Acquisition and shall make Capital Contributions to the
Company pursuant to the percentages stated in the Proposal as needed to permit
the Subsidiary to acquire such Prospective Acquisition. In the event that Class
B Member rejects or fails to accept a Proposal within five (5) Business Days
after its receipt thereof, Class A Member shall have the right to proceed with
such Prospective Acquisition and to seek equity and debt financing for such
Prospective Acquisition from sources other than Class B Member, in which event,
any expenses incurred by the Company in respect of such Prospective Acquisition
shall be reimbursed by Class A Member. Any costs of due diligence for
Prospective Acquisitions that are not completed by either Class A Member or
Class B Member shall be borne equally by Class A Member and Class B Member. In
no event shall the Company or any of its Subsidiaries acquire a Property after
the date that is the third anniversary of the Effective Date, except for the
closing of acquisitions approved before such date. For the avoidance of doubt,
if Class A Member does not make a preliminary bid on the Prospective
Acquisition, Class B Member shall not be charged with rejecting or failing to
accept the Proposal related to such Prospective Acquisition.


                                      -32-


     (b) Notwithstanding anything to the contrary in Section 4.2(a), Class A
Member will not be obligated to offer the Company or any Subsidiary the
opportunity to invest in (i) the property known as the Sherwood Mall located in
Stockton, California, (ii) any assets being acquired by Class A Member in
connection with a like-kind, tax-free exchange under Section 1031 of the Code
and (iii) any assets being acquired in whole or in part through the issuance of
operating partnership units in Class A Member.

     (c) If Class B Member rejects or fails to accept a Proposal during the
Exclusivity Period and the Prospective Acquisition is within 10 miles (7.5 miles
in a major metropolitan area having a population of 1,500,000 people or greater)
of any Property owned by a Subsidiary, Class A Member or its Affiliates shall
not be permitted to complete the purchase of the Prospective Acquisition if (i)
the Prospective Acquisition is of the same property type as the Property
currently owned and (ii) Class A Member or its Affiliates would own, directly or
indirectly, a percentage interest in the Prospective Acquisition that is equal
to or greater than the percentage interest that Class A Member or its Affiliates
owns, directly or indirectly, in such Subsidiary. For the avoidance of doubt, a
regional mall shall be considered the same property type as a super-regional
mall, but a lifestyle center shall not be considered the same property type as a
regional or super-regional mall.

     4.3 Indemnification.

     (a) Notwithstanding anything in this Agreement to the contrary, no Member
shall be liable, responsible or accountable in damages or otherwise to the
Company, its Subsidiaries, or any third party or to any other Member for (i) any
act performed within the scope of the authority conferred on such Member by this
Agreement except for the gross negligence or willful misconduct of such Member
in carrying out its obligations hereunder or any act that is in breach of its
fiduciary duties, (ii) such Member's failure or refusal to perform any act,
except those required by the terms of this Agreement, (iii) such Member's
performance of, or failure to perform, any act on the reasonable reliance on
advice of legal counsel to the Company or its Subsidiaries or (iv) the
negligence, dishonesty or bad faith of any agent, consultant or broker of the
Company or its Subsidiaries selected, engaged or retained in good faith.

     (b) In any threatened, pending or completed action, suit or proceeding,
each Member and Member Indemnitee shall be fully protected and indemnified and
held harmless by the Company and its Subsidiaries against all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, proceedings,
costs, expenses and disbursements of any kind or nature whatsoever (including,
without limitation, reasonable attorneys' fees, costs of investigation, fines,
judgments and amounts paid in settlement, actually incurred by such Member or
Member Indemnitee in connection with such action, suit or proceeding) by virtue
of its status as Member or Member Indemnitee or with respect to any action or
omission taken or suffered in good faith, other than liabilities and losses
resulting from the gross negligence or willful misconduct of such Member or
Member Indemnitee. The indemnification provided by this Section 4.3 shall be
recoverable only out of the assets of the Company, and no Member shall have any
personal liability (or obligation to contribute capital to the Company) on
account thereof.


                                      -33-


     (c) Each Member shall defend and indemnify the Company, the Subsidiaries
and the other Members and Member Indemnitees against, and shall hold it and them
harmless from, any damage, loss, liability, or expense, including reasonable
attorneys' fees, as and when incurred by the Company, the Subsidiaries or the
other Members in connection with or resulting from such indemnifying Member's
gross negligence, malfeasance, fraud or willful misconduct.

     4.4 Dealing with Members.

     (a) Subject to paragraph (b) below, the fact that a Member, an Affiliate of
a Member, or any officer, director, employee, partner, consultant or agent of a
Member, is directly or indirectly interested in or connected with any Person
retained by the Company or its Subsidiaries to render or perform a service, or
from or to whom the Company may buy or sell any property or have other business
dealings, shall not prohibit a Member from employing such Person or from dealing
with such Person on customary terms and at competitive rates of compensation
which prevail in the marketplace with unrelated third parties, and none of the
Company, the Subsidiaries or any of the other Members shall have any right in or
to any income or profits derived therefrom by reason of this Agreement;
provided, however, that the Member employing the services of such Person shall
disclose the nature of the related party activity to the other Members. The
foregoing is not intended to modify the restrictions on the authority of the
Administering Member under Article III.

     (b) None of the Members or any of their respective Affiliates, shall be
entitled to compensation from the Company or its Subsidiaries in connection with
any matter that may be undertaken in connection with the fulfillment of its
duties and responsibilities hereunder, except as provided in this Section 4.4,
or as set forth in an approved Business Plan.

     (c) Except as provided in this Section 4.4 or in Section 3.6, the Company
and its Subsidiaries shall not employ to render or perform a service, buy or
sell any property from or to, or have any other business dealings with, any
Person who is an Affiliate of any Member.

     4.5 Use of Company Assets and Subsidiary Assets. No Member shall make use
of the funds or Company Assets or Subsidiary Assets, or assign its rights to
specific Company Assets or Subsidiary Assets, other than for the business or
benefit of the Company and its Subsidiaries .

     4.6 Designation of Tax Matters Member.

     (a) Class A Member shall act as the "tax matters partner" of the Company,
as provided in the regulations pursuant to Section 6231 of the Code, and shall
make and determine, with the consent of Class B Member which consent shall not


                                      -34-


be unreasonably withheld and shall be deemed given if not denied within ten (10)
Business Days of a request therefor accompanied by relevant materials, all
elections with respect to the Code and Treasury Regulations issued thereunder.
As tax matters partner, Class A Member is authorized and required to represent
the Company (at the Company's expense) in connection with all examinations of
the Company's affairs by tax authorities, and to expend Company funds for
professional services and costs associated therewith. Class A Member shall
provide all notices and perform all acts required of a tax matters partner under
Subchapters C of Chapter 63 of the Code. Class A Member is authorized to take
any action to comply with the requirements of Code Sections 1441, 1442, 1445 or
1446 with respect to withholding certain amounts with respect to payments or
distributions to a Member who is not a U.S. person (as defined in Code Section
7701) or withholding of certain amounts with respect to the sale of a "United
States real property interest" (as defined in Code Section 897), but in each
case, not without the consent of Class B Member, which consent shall not be
unreasonably withheld. Each Member hereby reserves all rights under applicable
law, including the right to retain independent counsel or consultant of its
choice at its expense (which counsel or consultant shall receive the full
cooperation of Class A Member and shall be entitled to prior review of
submissions by the Company in respect of any dispute with relevant taxing
authorities).

     (b) Notwithstanding anything to the contrary in Section 4.6(a), Class A
Member, in its capacity as tax matters partner, agrees that for all purposes,
including its obligation to cause the Company to withhold under Code Section
1441, 1442, 1445 and 1446, it will (i) treat Class B Member as being exempt from
federal income tax under Section 892 of the Code with respect to all
distributions made to Class B Member and (ii) treat each Level 1 Subsidiary as a
"domestically controlled REIT" for purposes of Section 897(h)(3) of the Code,
provided that each of the partners of Class A Member are United States Persons,
as defined in Section 7701 of the Code; provided, that if Class A Member
receives an opinion of nationally recognized tax counsel reasonably acceptable
to Class B Member to the effect that, based on a change in law or fact after the
date hereof, it should or must withhold under the preceding Code Sections, then
it may withhold pursuant to such Code Sections notwithstanding the preceding.

     (c) Class B Member shall indemnify the Company and/or Class A Member or its
Affiliates for any tax, interest and penalties that are imposed upon them solely
because the Company failed to withhold taxes from distributions made to Class B
Member in accordance with Section 4.6(b) of this Agreement.

                                   ARTICLE 5.

                        BOOKS AND RECORDS; ANNUAL REPORTS
                        ---------------------------------

     5.1 Books of Account. At all times during the continuance of the Company,
the Administering Member shall keep or cause to be kept true and complete books
of account in which shall be entered fully and accurately each transaction of
the Company. Such annual books shall be kept on the basis of the Fiscal Year in


                                      -35-


accordance with the accrual method of accounting, and shall reflect all Company
transactions in accordance with generally accepted accounting principles.

     5.2 Availability of Books of Account. All of the books of account referred
to in Section 5.1, together with an executed copy of this Agreement and the
Certificate, and any amendments thereto, and all other material agreements,
documents and records relating to the Company and its Subsidiaries shall at all
times be maintained at the principal office of the Company or such other
location as the Administering Member may propose and the Management Committee
shall approve (which other location, upon such approval, shall be communicated
to all Committee Representatives), and upon reasonable notice to the
Administering Member, shall be open to the inspection, copying and examination
by the Members or their representatives during reasonable business hours.

     5.3 Annual Reports and Statements; Annual Budgets and Business Plans.

     (a) For each Fiscal Year, the Administering Member shall send to each
Person who was a Member at any time during such Fiscal Year, by no later than
February 28 of the next Fiscal Year, an annual report of the Company including
an annual balance sheet, profit and loss statement and a statement of changes in
financial position, and a statement showing distributions to the Members all as
prepared in accordance with generally accepted accounting principles
consistently applied and audited by the Company's independent public
accountants, and a statement showing allocations to the Members of taxable
income, gains, losses, deductions and credits, as prepared by such accountants.
For each quarter, the Administering Member shall send to each Person who was a
Member at any time during such quarter, within forty-five (45) days after the
end of such quarter, quarterly financial statements of the Company including a
quarterly balance sheet, profit and loss statement and a statement of changes in
financial position, and a statement showing distributions to the Members all as
prepared in accordance with generally accepted accounting principles
consistently applied. In addition, the Administering Member shall send to each
Member (i) within twenty-five (25) days after the end of each month of each
Fiscal Year a monthly report setting forth (x) the financial and operating
information on an accrual basis and in form and substance approved by the
Members (acting reasonably) after the date hereof and (y) variances from the
Approved Budget and (ii) such other information concerning the Company and
reasonably requested by any Member as is necessary for the preparation of each
Member's federal, state and local income or other tax returns. The Administering
Member shall prepare and deliver to the lender under any loan documents to which
the Company or any Subsidiary is a party all reports and statements required by
such lender. The Administering Member shall use its commercially reasonable
efforts to comply with the deadlines provided above.

     (b) The Administering Member shall prepare or cause to be prepared a
proposed an Annual Budget and related Business Plan. The initial Annual Budget
and the related Business Plan for the Budget Year of 2006 are attached as
Exhibit B to this Agreement. Not later than November 1 of the prior Budget Year


                                      -36-


with respect to each subsequent Budget Year, the Administering Member shall
prepare for the Company for the Budget Year in question, a proposed Annual
Budget for the Company and a proposed Business Plan and deliver them to the
Management Committee.

     (c) Not later than twenty (20) days after receipt by the Management
Committee of a proposed Annual Budget or Business Plan (or such longer period as
any Committee Representative may reasonably request on notice to the
Administering Member), any Committee Representative may deliver a notice (an
"Objection Notice") to the Administering Member stating that it objects to any
information contained in or omitted from such proposed Annual Budget or Business
Plan and setting forth the nature of such objections. With respect to all or any
portion of such proposed Annual Budget or Business Plan as to which no Objection
Notice is delivered prior to such twentieth (20th) day (or such longer period as
Class B Member may have reasonably requested), the proposed Annual Budget or
Business Plan or such portion thereof will be deemed to have been accepted and
consented to by the Management Committee. If the Objection Notice is timely
delivered, the Administering Member shall modify the proposed Annual Budget or
Business Plan, taking into account the objections of all Committee
Representatives, and shall resubmit the same to the Management Committee for the
Management Committee's approval within fifteen (15) days thereafter, and
Committee Representatives may deliver further Objection Notices (if any) within
fifteen (15) days thereafter (in which event, the re-submission and review
process described above in this sentence shall continue until the Annual Budget
or Business Plan in question is accepted and consented to by the Management
Committee or deemed to be so accepted and consented to). As to any portion of a
proposed Annual Budget or Business Plan that is the subject of an Objection
Notice, the Annual Budget or Business Plan (as the case may be) for the
immediately preceding year shall be deemed to control (with actual increases for
non-discretionary expenses) pending resolution of the disputed items.

     5.4 Accounting Expenses. All out-of-pocket expenses payable to Persons who
are not Affiliates of the Administering Member in connection with the keeping of
the books and records of the Company and the preparation of audited or unaudited
financial statements and federal and local tax and information returns required
to implement the provisions of this Agreement or required by any governmental
authority with jurisdiction over the Company shall be borne by the Company as an
ordinary expense of its business in accordance with the then Approved Budget.
The Company shall reimburse the Administering Member's consultants for the
preparation of federal and local tax and information returns.

     5.5 Bank Accounts. All funds of the Company shall be held in bank accounts
in the Company's name. Upon reasonable notice to the Administering Member, the
bank accounts shall be made available for periodic audit and inspection by the
other Members.


                                      -37-


                                   ARTICLE 6.

                  CAPITAL CONTRIBUTIONS, LOANS AND LIABILITIES
                  --------------------------------------------

     6.1 Capital Contributions.

     (a) Each Member has made an initial Capital Contribution to the Company on
the date hereof in the amounts set forth opposite its name on Schedule 2 (each,
an "Initial Capital Contribution" and collectively, the "Initial Capital
Contributions"). The Initial Capital Contribution of each Member shall be
credited to such Member's Capital Account.

     (b) An additional Capital Contribution of up to $10,000,000 for renovation
and repositioning of the Initial Property is hereby approved by the Members;
provided, however, that the plan for such renovation and repositioning is
subject to the unanimous approval of the Members. All of the foregoing
additional Capital Contributions shall be contributed by the Members pro rata
based on their Percentage Interests and shall be added to and become part of
each Member's Capital Account.

     6.2 Capital Calls.

     (a) The Management Committee may, at any time or times, require all
Members, and each Member hereby agrees, to make additional cash Capital
Contributions to the Company that the Management Committee determines in good
faith are necessary (i) to fund any Required Expenditure, (ii) to develop,
operate, maintain, preserve, market or protect any of the Properties, including,
without limitation, real estate taxes, operating deficits, insurance premiums,
costs of restoring any of the Properties after a casualty or condemnation
thereof, utility costs, costs of compliance with law, payments with respect to
the Acquisition Financing or any refinancing thereof or other mortgages and
other liens, and payments on or of contractual obligations of the Company
(including any fees due and payable to the Manager pursuant to any Management
Agreement) or (iii) otherwise to conduct the business of the Company as the
Management Committee deems appropriate, in each case, the event Available Cash
Flow are not sufficient to pay for such cost or expense.

     (b) The Management Committee shall notify all of the Members of any capital
call made pursuant to Section 6.2(a), and any such calls for additional Cash
Capital contributions of the Members shall be in writing to all of the Members,
shall provide for at least thirty (30) days' advance notice before the
contributions are payable and, unless otherwise provided herein, shall be
apportioned among the Members pro rata based on each Member's Percentage
Interest (each such call, a "Capital Call").

     (c) If any Member shall fail to make a Capital Contribution required
pursuant to any Capital Call in the amount and within the time periods specified
therein (such Member is hereinafter referred to as a "Non-Contributing Member"),
the Administrative Member (or, if the Administrative Member is the
Non-Contributing Member, Class B Member) shall give notice of such failure to


                                      -38-


all other Members and the amount of the Capital Contribution not funded by the
Non-Contributing Member (such amount is hereinafter referred to as the "Failed
Contribution") and, within ten (10) Business Days after receiving notice of such
failure, any Member or Members that is or are not in default with respect to
such Capital Call may fund all or part of such Failed Contribution (each such
funding Member is hereinafter referred to as a "Contributing Member"). If more
than one Member desires to be a Contributing Member, each such Member shall have
the right to fund its pro rata share such Failed Contribution determined based
on the relative Percentage Interests of the Contributing Members. At any time
after funding all or part of a Failed Contribution, any Contributing Member may
elect to treat the portion of the Failed Contribution funded by it (the "Funded
Portion") either as a Member Loan as described in Section 6.2(d) below or as a
Company Loan as described in Section 6.2(e) below.

     (d) A Contributing Member may elect to treat and deem any Funded Portion as
a loan (a "Member Loan") by such Contributing Member to the Non-Contributing
Member (or the Non-Contributing Members in proportion to their respective
Percentage Interests), which Member Loan shall be treated as (i) a demand loan
made by the Contributing Member to the Non-Contributing Member(s) (bearing
interest at a rate of twenty percent (20%) per annum, compounded quarterly to
the extent not paid currently) followed by (ii) a Capital Contribution by such
Non-Contributing Member(s) to the Company. Any such Member Loan (to the extent
of unpaid principal and interest) shall be recourse only to the Non-Contributing
Member's Interest and shall be repaid directly by the Company on behalf of the
Non-Contributing Member from Available Cash Flow or the proceeds of liquidation
that would otherwise be distributable to the Non-Contributing Member, prior to
any distribution thereof pursuant to Sections 8.1 or 10.3 hereof. Any Available
Cash Flow or proceeds of liquidation used to repay such Member Loan shall be
applied first to interest and then to principal.

     (e) If a Contributing Member does not make an affirmative election under
paragraph (d) above, the Contributing Member will be deemed to have elected to
make a demand loan to the Company (a "Company Loan") in the amount equal to the
Funded Portion funded by it, unless the existence of a Company Loan would
violate the terms of any third party loan documents, in which case the
Contributing Member will be deemed to have made a Member Loan. A Company Loan
will bear interest at a rate of twenty percent (20%) per annum, compounded
quarterly to the extent not paid currently and will be repaid to the
Contributing Member from distributions otherwise distributable to the Members
before any other distributions are made to any Member. Any payments made by the
Company on such Company Loans shall be applied first to interest and then to
principal and shall not be deemed a distribution from the Company to the
Contributing Member nor affect the Capital Accounts of the Members.
Notwithstanding anything to the contrary contained herein, the Members hereby
acknowledge that any Company Loan shall be subordinate in all respects to any
Acquisition Financing.


                                      -39-


     6.3 Capital of the Company. Except as otherwise expressly provided herein,
no Member shall be entitled to withdraw or receive any interest or other return
on, or return of, all or any part of its Capital Contribution, or to receive any
Company property (other than cash) in return for its Capital Contribution. No
Member shall be entitled to make a Capital Contribution to the Company except as
expressly authorized by the Agreement.

     6.4 Limited Liability of Members. No Member shall be bound by, or be
personally liable for, the expenses, liabilities, indebtedness or obligations of
the Company or of the other Members.

                                   ARTICLE 7.

              CAPITAL ACCOUNTS, PROFITS AND LOSSES AND ALLOCATIONS
              ----------------------------------------------------

     7.1 Capital Accounts.

     (a) The Company shall maintain a Capital Account for each Member in
accordance with federal income tax accounting principles. Each Member's Capital
Account as of the Effective Date will be equal to its Initial Capital
Contribution as set forth on Schedule 2 plus its share of Organizational and
Syndication Expenses. Class A Member shall not receive any Capital Account
credit for the contribution of the Purchase Agreement to the Initial Subsidiary.

     (b) The Capital Account of each Member shall be increased by (i) the amount
of any cash and the agreed Book Value of any property (net of liabilities
encumbering such property) as of the date of contribution subsequently
contributed as a Capital Contribution to the capital of the Company by such
Member, (ii) the amount of any Profits allocated to such Member and (iii) such
Member's pro rata share (determined in the same manner as such Member's share of
Profits pursuant to Section 7.2) of income of the Company that is exempt from
tax. The Capital Account of each Member shall be decreased by (i) the amount of
any Losses allocated to such Member, (ii) the amount of distributions to such
Member and (iii) such Member's pro rata share (determined in the same manner as
such Member's share of Losses pursuant to Section 7.2) of any other expenditures
of the Company that are not deductible in computing Company Profits or Losses
and which are not chargeable to the Capital Account. In all respects, the
Member's Capital Accounts shall be determined in accordance with the detailed
capital accounting rules set forth in Treasury Regulations Section
1.704-1(b)(2)(iv) and shall be adjusted upon the occurrence of certain events as
provided in Treasury Regulations Section 1.704-1(b)(2)(iv)(f).

     (c) A transferee of all (or a portion) of an Interest shall succeed to the
Capital Account (or portion of the Capital Account) attributable to the
transferred Interest.


                                      -40-


     7.2 Profits and Losses.

     (a) The profits and losses of the Company ("Profits" and "Losses") shall be
the net income or net loss (including capital gains and losses), respectively,
of the Company determined for each Fiscal Year in accordance with the accounting
method followed for federal income tax purposes except that (i) in computing
Profits and Losses, all depreciation and cost recovery deductions shall be
deemed equal to Depreciation and (ii) in computing Profits and Losses, gains or
losses shall be determined by reference to Book Value rather than tax basis.

     (b) Whenever a proportionate part of the Profits or Losses is allocated to
a Member, every item of income, gain, loss, deduction or credit entering into
the computation of such Profits or Losses or arising from the transactions with
respect to which such Profits or Losses were realized shall be credited or
charged, as the case may be, to such Member in the same proportion; provided,
however, that "recapture income", if any, shall be allocated to the Members who
were allocated the corresponding depreciation deductions.

     (c) If any Member transfers all or any part of its Interest during any
Fiscal Year or its Interest is increased or decreased, Profits and Losses
attributable to such Interest for such Fiscal Year shall be apportioned between
the transferor and transferee or computed as to such Members, as the case may
be, ratably on a daily basis, provided in all events that any apportionment
described above shall be permissible under the Code and applicable regulations
thereunder.

     (d) For all purposes, including federal, state and local income tax
purposes, Profits shall be allocated each year among all the Members as follows:

          (i) First, pro rata among all the Members in proportion to the amounts
     allocated and previously allocated pursuant to Section 7.2(e)(iii) hereof
     until the amount allocated and previously allocated pursuant to this
     Section 7.2(d)(i) equals the amount allocated and previously allocated
     pursuant to Section 7.2(e)(iii) hereof;

          (ii) Second, to all the Members in proportion to the amounts
     distributable and previously distributed pursuant to Sections 8.1(b)(i) and
     (c)(ii) hereof (including amounts that would be distributable (x) on a sale
     or other disposition of all or substantially all of the Company Assets,
     notwithstanding that such proceeds will be distributed pursuant to Article
     10 hereof or (y) if the Company had received and distributed the full
     amount of cash attributable to the income being allocated) until the amount
     allocated and previously allocated pursuant to this Section 7.2(d)(ii) (and
     not reversed by Section 7.2(e)(ii) hereof) equals such distributable or
     distributed amounts;

          (iii) Thereafter, to all of the Members in proportion to the amounts
     distributable and previously distributed pursuant to Sections 8.1(b)(ii)
     and (c)(iii) hereof (including amounts that would be distributable (x) on a


                                      -41-


     sale or other disposition of all or substantially all of the Company
     Assets, notwithstanding that such proceeds will be distributed pursuant to
     Article 10 hereof or (y) if the Company had received and distributed the
     full amount of cash attributable to the income being allocated).

     (e) For all purposes, including federal, state and local income tax
purposes, Losses shall be allocated each year among all the Members as follows:

          (i) First, among all the Members in proportion to the amounts
     allocated and previously allocated pursuant to Section 7.2(d)(iii) hereof
     until the amounts allocated and previously allocated pursuant to this
     Section 7.2(e)(i) equals the amount allocated and previously allocated
     pursuant to Section 7.2(d)(iii);

          (ii) Second, among all the Members in proportion to the amounts
     allocated and previously allocated pursuant to Section 7.2(d)(ii) hereof
     until the amounts allocated and previously allocated pursuant to this
     Section 7.2(e)(ii) equals the amounts allocated and previously allocated
     pursuant to Section 7.2(d)(ii) hereof; and

          (iii) Thereafter, pro rata among all the Members in proportion to
     their Percentage Interests.

     (f) Notwithstanding Sections 7.2(d) and (e) hereof,

          (i) For federal income tax purposes but not for purposes of crediting
     or charging Capital Accounts, depreciation or gain or loss realized by the
     Company with respect to any property that was contributed to the Company or
     that was held by the Company at a time when the Book Value of the Company
     Assets was adjusted pursuant to the third sentence of Section 7.1(b) shall,
     in accordance with Section 704(c) of the Code and Treasury Regulation
     Section 1.704-1(b)(2)(iv)(d) and (f), be allocated among the Members in a
     manner which takes into account the differences between the adjusted basis
     for federal income tax purposes to the Company of its interest in such
     property and the fair market value of such interest at the time of its
     contribution or revaluation.

          (ii) If there is a net decrease in the Minimum Gain of the Company
     during a taxable year (including any Minimum Gain attributable to
     Member-Funded Debt), each Member at the end of such year shall be
     allocated, prior to any other allocations required under this Article 7,
     items of gross income for such year (and, if necessary, for subsequent
     years) in the amount and proportions described in Treasury Regulation
     Sections 1.704-2(g) and 1.704-2(i)(4).

          (iii) Notwithstanding the allocations provided for in Sections 7.2(d)
     and (e) no allocation of an item of loss or deduction shall be made to a
     Member to the extent such allocation would cause or increase a deficit


                                      -42-


     balance in such Member's Capital Account as of the end of the taxable year
     to which such allocation relates. If any Member receives an adjustment,
     allocation or distribution that causes or increases such a deficit balance,
     taking into account the rules of Treasury Regulation Sections
     1.704-1(b)(2)(ii)(d)(4), (5) and (6), such Member shall be allocated (after
     taking into account any allocations made pursuant to Section 7.2(f)(ii))
     items of income and gain in an amount and manner to eliminate the Member's
     Capital Account deficit attributable to such adjustment, allocation or
     distribution as quickly as possible. For purposes of this Section
     7.2(f)(iii), there shall be excluded from a Member's deficit Capital
     Account balance at the end of a taxable year of the Company (a) such
     Member's share, determined in accordance with Section 704(b) of the Code
     and Treasury Regulation Section 1.704-2(g) of Minimum Gain (provided that
     in the case of Minimum Gain attributable to Member-Funded Debt, such
     Minimum Gain shall be allocated to the Member or Members to whom such debt
     is attributable pursuant to Treasury Regulation Section 1.704-2(i)) and (b)
     the amount, if any, that such Member is obligated to restore to the Company
     under Treasury Regulation Section 1.704-1(b)(2)(ii)(c).

          (iv) Notwithstanding the allocations provided for in subsection (i) of
     this Section 7.2(f) and Sections 7.2(d) and (e), if there is a net increase
     in Minimum Gain of the Company during a taxable year of the Company that is
     attributable to Member-Funded Debt then first Depreciation, to the extent
     the increase in such Minimum Gain is allocable to depreciable property, and
     then a proportionate part of other deductions and expenditures described in
     Section 705(a)(2)(B) of the Code, shall be allocated to the lending or
     guaranteeing Member (and to joint lenders or guarantors in proportion to
     their relative obligations), provided that the total amount of deductions
     so allocated for any year shall not exceed the increase in Minimum Gain
     attributable to such Member-Funded Debt in such year.

          (v) Any special allocation under Sections 7.2(f)(ii) through (iv)
     shall be taken into account in computing subsequent allocations of Profits
     and Losses of any item thereof pursuant to this Article 7 so that the net
     amount of any items so allocated and the Profits, Losses and all items
     thereof allocated to each Member pursuant to this Article 7 shall, to the
     extent permissible under Sections 704(b) of the Code and the Treasury
     Regulations promulgated thereunder, be equal to the net amount that would
     have been allocated to each Member pursuant to this Article 7 if such
     special allocation had not occurred.

          (vi) The Members intend that the allocations provided for in this
     Article 7 be interpreted to the extent permissible under Section 704(b) of
     the Code and the Treasury Regulations promulgated thereunder, to produce
     liquidating distributions pursuant to Section 10.3(4) hereof that do not
     differ from the distributions that would have been made had liquidating
     distributions been controlled by Article 8 hereof.


                                      -43-


                                   ARTICLE 8.

                APPLICATIONS AND DISTRIBUTIONS OF AVAILABLE CASH
                ------------------------------------------------

     8.1 Applications and Distributions.

     (a) Distributions of Available Cash Flow shall be made to the Members by
the Administering Member in accordance with Section 8.1(b) monthly, subject to
the terms of any Company Loan.

     (b) Available Cash Flow shall be applied first to the Members with Company
Loans outstanding pro rata in proportion to the relative principal amounts of
Company Loans (including accrued and unpaid interest) that each such Member has
outstanding as a percentage of the total outstanding Company Loans made by all
Members, to pay the full principal balance of, and any accrued interest on, the
Company Loans, and then any remaining amounts of Available Cash Flow for any
Fiscal Year shall be distributed to the Members in the following order of
priority:

          (i) First, to all of the Members (pro rata in proportion to their
     relative Percentage Interests) until each Member has received, taking into
     account the amount and timing of all prior distributions under this Section
     8.1(b)(i) in respect of the current and all prior Fiscal Years, a return on
     all of its Capital Contributions equal to ten percent (10%) per annum,
     compounded quarterly; and

          (ii) Second, so long as a Default has not occurred, (i)(x) eighty
     percent (80%) to the Members pro rata in accordance with their respective
     Percentage Interests and (y) twenty percent (20%) to the Administering
     Member, or (ii) if a Default has occurred, one hundred percent (100%) to
     the Members pro rata in accordance with their respective Percentage
     Interests.

     (c) Capital Event Proceeds shall be applied first to the Members with
Company Loans outstanding pro rata in proportion to the relative principal
amounts of Company Loans (including accrued and unpaid interest) that each such
Member has outstanding as a percentage of the total outstanding Company Loans
made by all Members, to pay the full principal balance of, and any accrued
interest on, the Company Loans, and then any remaining amounts of Capital Event
Proceeds shall be distributed in accordance with the following order of
priority:

          (i) First, to all of the Members (pro rata in proportion to the
     unreturned amount of Capital Contributions) until each of the Members has
     received all Capital Contributions made hereunder and not previously
     returned to such Member;


                                      -44-


          (ii) Second, one hundred percent (100%) to all of the Members (pro
     rata in proportion to their relative Percentage Interests) until each
     Member has received, taking into account the amount and timing of all prior
     distributions, an Internal Rate of Return on all of its Capital
     Contributions equal to twelve percent (12%), compounded quarterly; and

          (iii) Third, so long as a Default has not occurred, (i)(x)
     seventy-five percent (75%) to the Members pro rata in accordance with their
     respective Percentage Interests and (y) twenty percent (25%) to the
     Administering Member, or (ii) if a Default has occurred, one hundred
     percent (100%) to the Members pro rata in accordance with their respective
     Percentage Interests.

     (d) If amounts in respect of sub-clause (y) of Section 8.1(c)(iii) have
previously been distributed to Administering Member in respect of any Property
and, subsequently, by reason of the contribution of additional capital in
respect of such Property, the amounts previously distributed in respect of
clause (y) of Section 8.1(c)(iii) exceed the amount Administering Member would
have been entitled to receive as of such subsequent date if the ordering of the
distributions to, and the contributions by, the Members were disregarded, then
the parties hereto shall make appropriate adjustments to the future amounts to
be distributed to them (and any future distributions to be made to Administering
Member pursuant to sub-clause (y) of Section 8.1(c)(iii) shall be adjusted to
the extent necessary so that the aggregate amounts distributed to Administering
Member on account of all payments in respect of sub-clause (y) of Section
8.1(c)(iii) do not exceed the amount of payments Administering Member would be
entitled to receive in respect of sub-clause (y) of Section 8.1(c)(iii) as of
such subsequent date if the ordering of the distributions to, and the
contributions by, the Members were disregarded. Notwithstanding the foregoing,
once a Property or a Subsidiary has been sold, no adjustments shall be made
pursuant to this Section 8.1(d) in respect of distributions previously made
pursuant to Section 8.1(c)(iii)(y) attributable to such Property or a
Subsidiary. In no event shall Administering Member be required to return any
distributions received from the Company.

     8.2 Liquidation. In the event of the sale or other disposition of all or
substantially all of the Company Assets, the Company shall be dissolved and the
proceeds of such sale or other disposition shall be distributed to the Members
in liquidation as provided in Article 10, except that to the extent that the
Company receives a purchase money note or notes in exchange for all or a portion
of such assets, the Company shall continue until such purchase money note or
notes have been paid in full.

     8.3 Repayment of Member Loans. If any Member shall be a borrower under one
or more Member Loans (a "Debtor Member"), then any distributions that would
otherwise be payable to such Debtor Member pursuant to Section 8.1 or Section
10.3 shall instead be paid to the Member or Members that made such Member Loans
(each, a "Lender Member") until the Lender Member has received the principal
balance of, and any accrued interest on the Member Loan; it being agreed that
amounts shall be applied first to interest and then to principal. In the event


                                      -45-


there are two or more Lender Members with respect to any Debtor Member,
distributions under this Section 8.3 or Section 10.3 shall be made pro rata to
each Lender Member in proportion to the relative principal amount of Member
Loans (including accrued and unpaid interest) that such Lender Member has
outstanding as a percentage of total outstanding Member Loans made to such
Debtor Member by all Lender Members. Any amounts distributed pursuant to this
Section 8.3 shall for all other purposes of this Agreement be treated as if
distributed to the Debtor Member.

                                   ARTICLE 9.

                          TRANSFER OF COMPANY INTERESTS
                          -----------------------------

     9.1 Limitations on Assignments of Interests by Members.

     (a) No Member shall engage in or permit any Transfer of their Interest
unless and then only to the extent expressly permitted in this Article 9 at any
time during the Lockout Period. Any purported Transfer in violation of this
Article 9 shall be void, and shall not bind the Company, and the Member making
such purported Transfer shall, to the fullest extent permitted by law, indemnify
and hold the Company and the other Members harmless from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
proceedings, costs, expenses and disbursements of any kind or nature whatsoever,
arising as a result of, or caused directly or indirectly by, such purported
Transfer.

     9.2 First Offer Right on Interests.

     (a) Notwithstanding any other provision of this Agreement, at any time from
and after the end of the Lockout Period, Class B Member and Class A Member shall
each have the right to commence the marketing of, and cause the sale of, all
(but not less than all) of its Interest in the Company (such Interest, the
"Subject Interest", such selling Member being referred to herein as the
"Transferring Member," and the non-selling Member being referred to herein as
the "Responding Member"), without the approval or consent of the Responding
Member, subject to the terms of this Section 9.2.

     (b) Prior to causing the sale of the Subject Interest, the Transferring
Member shall provide the Responding Member with a right to purchase the Subject
Interest for cash (the "Interest Purchase Option") on and subject to the
following terms and conditions:

          (i) The Transferring Member shall give written notice (the "Proposed
     Interest Sale Notice") to the Responding Member setting forth the proposed
     purchase price (the "Interest Purchase Price").


                                      -46-


          (ii) The Responding Member shall have thirty (30) days (the
     "Acceptance Period") after the delivery by the Transferring Member to the
     Responding Member of the Proposed Interest Sale Notice to elect to exercise
     the Interest Purchase Option with respect to the Subject Interest (such
     election to be made, if at all, by giving written notice thereof (the
     "Acceptance Notice") to the Transferring Member within the Acceptance
     Period); it being agreed and understood that, during the Acceptance Period,
     neither Class B Member nor Class A Member may give another Proposed
     Interest Sale Notice; it being agreed and understood that in the event that
     a Member has delivered a Proposed Interest Sale Notice and no sale is
     ultimately consummated pursuant to the terms of this Section 9.2 in
     connection with such Proposed Interest Sale Notice issued by such Member,
     such Member shall not have the right to issue another Proposed Interest
     Sale Notice hereunder for a period of six (6) months following the Interest
     Marketing Period.

          (iii) If the Responding Member fails to exercise the Interest Purchase
     Option, then, the Responding Member shall have no further right to purchase
     the Subject Interest, except as may be expressly provided for below in this
     Section 9.2(b)(iii), and the Transferring Member shall have the right to
     sell the Subject Interest to an independent third party ("Interest
     Purchaser") at any time or times during a one hundred eighty (180) day
     period (such period, the "Interest Marketing Period"; it being agreed and
     understood that the Transferring Member shall have the right to end the
     Interest Marketing Period at any time prior to the end of such 180-day
     period upon notice to the Responding Member), which period shall commence
     on the earlier of (A) the first day after the Acceptance Period expires and
     (B) the date on which the Responding Member notifies the Transferring
     Member that the Responding Member will not be exercising the Interest
     Purchase Option, for aggregate consideration (the "Third-Party Interest
     Purchase Price") which is not less than 100% of the Interest Purchase Price
     (excluding any customary pro-rations to such consideration determined and
     effectuated as of the date of the closing of the sale of the Subject
     Interest, transfer taxes and other closing costs payable by the Company or
     any brokerage commissions that would actually be payable to any third-party
     broker). If during the Interest Marketing Period, the Company receives an
     offer that satisfies the conditions of this Section 9.2, except that the
     offer is for less than the Interest Purchase Price, then the Transferring
     Member, if it wishes to accept such offer, shall so notify the Responding
     Member and give the Responding Member the option to purchase the Subject
     Interest at the price indicated in such offer. Within fifteen (15) days
     after receiving such notice (and, if such notice is given within fifteen
     (15) days prior to the expiration of the Interest Marketing Period, the
     Interest Marketing Period shall be extended day-by-day to give effect to
     the fifteen (15) day notice period of this sentence), the Responding Member
     shall have the right to deliver to the Transferring Member an Acceptance
     Notice to purchase the Subject Interest at the price indicated in the
     offer, and if such Acceptance Notice is not timely delivered, the
     Transferring Member shall be permitted to sell the Subject Interest to the


                                      -47-


     third party at the price and on the terms specified in the third party
     offer. If an agreement is executed during the Interest Marketing Period but
     the closing under such agreement does not occur within sixty (60) days
     after the end of the Marketing Period (the "Closing Period"), the Interest
     Purchase Option will apply as to any sale of the Subject Interest occurring
     after such sixty (60) day period. The Responding Member shall not have the
     right to approve, object or interfere with any sale under, and conforming
     to, this Section 9.2 irrespective of the terms of the sale. In connection
     with the sale of the Subject Interest, the Members agree to cooperate fully
     and in good faith to deliver any materials reasonably requested by the
     potential purchaser (all of which shall be provided, to the extent
     reasonably available, within three (3) Business Days of request (or earlier
     if such earlier time period is reasonable)). During the Interest Marketing
     Period, none of the Members shall have the right to bid for the Subject
     Interest.

          (iv) If the Responding Member exercises the Interest Purchase Option
     within the Acceptance Period, then such exercise shall be deemed to create
     a contract between the Responding Member, on one hand, and the Transferring
     Member on the other hand, pursuant to which the Responding Member
     irrevocably agrees to acquire the Subject Interest for the Interest
     Purchase Price, except that the closing date for such sale shall be thirty
     (30) days after the making of such election or such later date (not to
     exceed ninety (90) days in total) as reasonably required to obtain any
     necessary third party consents and the provisions of Section 9.2(b)(v)
     shall apply.

          (v) Simultaneously with the delivery of the Acceptance Notice (and as
     a condition to the effectiveness of such Acceptance Notice), the Responding
     Member shall deposit with the Transferring Member a deposit by certified or
     cashier's check or wire transfer of immediately available federal funds in
     an amount equal to two percent (2%) of the Interest Purchase Price (the
     "Interest Purchase Deposit"). If the Responding Member fails to deliver the
     Interest Purchase Deposit in the manner described above, then the
     Responding Member shall be deemed to have failed to exercise the Interest
     Purchase Option and the Transferring Member may proceed in accordance with
     Section 9.2(b)(iii) above. The Interest Purchase Deposit shall be
     non-refundable to the Responding Member in the event of a failure by the
     Responding Member to consummate the purchase of the Subject Interest on the
     relevant closing date (other than solely by reason of a default by the
     Transferring Member), in which case the Transferring Member may terminate
     (or cause the termination of) the contract created by the Proposed Interest
     Sale Notice and the Acceptance Notice and the Transferring Member may (A)
     retain the Interest Purchase Deposit as liquidated damages for the benefit
     and account of the Transferring Member only and (B) to sell at any time the
     Subject Interest to any Person and on any terms as the Transferring Member
     may determine in its sole discretion, without any consent or approval of
     any other Member and without having to comply with any of the terms of this
     Section 9.2. The parties agree that damages to the Transferring Member will


                                      -48-


     be difficult and impracticable to ascertain in connection with a default by
     the Responding Member under this Section 9.2 and the retention of the
     Interest Purchase Deposit by the Transferring Member is a reasonable
     estimate of such damages from such default and shall not be considered a
     penalty. If the sale of the Subject Interest fails to occur on the relevant
     closing date solely by reason of a default by the Transferring Member
     (other than as a result of any act or omission by the Responding Member),
     then, at the election of the Responding Member, (x) the contract created by
     the Proposed Interest Sale Notice and the Acceptance Notice shall be
     terminated and the Interest Purchase Deposit shall be refunded to the
     Responding Member; or (y) the Responding Member may seek specific
     performance of such contract, but the Responding Member shall have no other
     rights or remedies by reason of such breach. If the closing of the sale of
     such Subject Interest to the Responding Member occurs, then the Interest
     Purchase Deposit shall be applied towards the Interest Purchase Price at
     closing.

          (vi) Except as otherwise expressly provided herein, each party shall
     bear its own legal fees and expenses in connection with a sale under this
     Section 9.2. The Company shall not pay any costs of marketing the Subject
     Interest or any legal fees incurred by the Transferring Member or the
     Responding Member.

     (c) In connection with the sale of an Interest by the Transferring Member
pursuant to this Section 9.2, the provisions of Section 9.4 shall be applicable
to such sale.

     9.3 Tag-Along Rights; Drag-Along Rights.

     (a) Drag-Along Rights. In the event that any Member and/or its permitted
transferees (the "Proposing Member") propose to Transfer its respective Interest
to any Person after first offering such Interest to the other Member pursuant to
the provisions of Section 9.2, the Proposing Member may upon not less than
fifteen (15) Business Days' prior notice require the other Members to Transfer
their Interest at the price and upon the terms and conditions of such proposed
Transfer. Each Member shall use its commercially reasonable efforts to cooperate
with any Transfer pursuant to this Section and shall take all necessary and
desirable actions in connection with the consummation of the Transfer as are
reasonably requested by the Proposing Member, including the provision of
representations, warranties or indemnifications; provided that no Member shall
be required to incur any out-of-pocket expenses in connection with such Transfer
that are not reimbursed to such Member; and provided further that no such Member
shall be required to provide representations, warranties or indemnifications in
connection with any such Transfer that would result in an aggregate liability in
excess of such Member's proceeds from such Transfer. The aggregate proceeds
received from the Transfer of Interests pursuant to this Section 9.3(a) shall be
allocated and distributed to the selling Members in accordance with the
distribution allocation provisions of Article 8.


                                      -49-


     (b) Tag-Along Rights. If the Proposing Member does not exercise its
Drag-Along Rights pursuant to Section 9.3(a), it shall nonetheless give each
other Member not less than fifteen (15) Business Days' prior notice of its
proposed Transfer (including the price and other material terms thereof) and
shall not Transfer its Interests to any Person unless each other Member is given
the opportunity, to be exercised in a writing to the Proposing Member within
fifteen (15) Business Days after receipt of the Proposing Member's notice, to
Transfer its Interests at the price and upon the same terms and conditions of
such proposed Transfer. The aggregate proceeds received from the Transfer of the
Member's Interests pursuant to this Section 9.3(b) shall be allocated among and
distributed to the selling Members in accordance with the distribution
allocation provisions of Article 8.

     9.4 Assignment Binding on Company. No Transfer of all or any part of the
Interest of a Member permitted to be made under this Agreement shall be binding
upon the Company unless and until a duplicate original of such assignment or
instrument of transfer, duly executed and acknowledged by the assignor or
transferor, has been delivered to the Company, and such instrument evidences (i)
the written acceptance by the assignee of all of the terms and provisions of
this Agreement, (ii) the assignee's representation that such assignment was made
in accordance with all applicable laws and regulations and (iii) the consent to
the Transfer of the Interest required pursuant to Section 9.1, if any. In
addition, a Person to whom a Transfer of any Interest may be made pursuant to
this Article 9 may also be required, in the discretion of the Management
Committee, and as a condition precedent to its becoming a transferee to make
certain representations, warranties and covenants to evidence compliance with
U.S. federal and state securities laws including, but not limited to,
representations as to its net worth, sophistication and investment intent.

     9.5 Bankruptcy of a Member. The Company shall not be dissolved or
terminated by reason of the Bankruptcy, removal, withdrawal, dissolution or
admission of any Member.

     9.6 Substituted Members.

     (a) Members who assign all their Interests pursuant to an assignment or
assignments permitted under this Agreement shall cease to be Members of the
Company except that unless and until a Substituted Member is admitted in its
stead, the assigning Member shall not cease to be a Member of the Company under
the Act and shall retain the rights and powers of a member under the Act and
hereunder, provided that such assigning Member may, prior to the admission of a
Substituted Member, assign its economic interest in its Interest, to the extent
otherwise permitted under Article 9. Any Person who is an assignee of any
portion of the Interest of a Member and who has satisfied the requirements of
Article 9 shall become a Substituted Member only when (i) the Administering
Member has entered such assignee as a Member on the books and records of the
Company, which the Administering Member is hereby directed to do upon
satisfaction of such requirements, and (ii) such assignee shall have paid all
reasonable legal fees and filing costs in connection with the substitution as a
Member.


                                      -50-


     (b) Any Person who is an assignee of any of the Interest of a Member but
who does not become a Substituted Member and desires to make a further
assignment of any such Interest, shall be subject to all the provisions of this
Article 9 to the same extent and in the same manner as any Member desiring to
make an assignment of its Interest.

     9.7 Acceptance of Prior Acts. Any person who becomes a Member, by becoming
a Member, accepts, ratifies and agrees to be bound by all actions duly taken
pursuant to the terms and provisions of this Agreement by the Company prior to
the date it became a Member and, without limiting the generality of the
foregoing, specifically ratifies and approves all agreements and other
instruments as may have been executed and delivered on behalf of the Company
prior to said date and which are in force and effect on said date.

     9.8 Additional Limitations. Notwithstanding anything contained in this
Agreement, no Transfer shall be made, and any Member shall have the right to
prohibit and may refuse to accept any Transfer, if (i) registration is required
under the Securities Act of 1933, as amended, in respect of such Transfer; (ii)
such Transfer violates any applicable federal or state securities, real estate
syndication, or comparable laws; (iii) such Transfer will be subject to, or such
Transfer, when aggregated with prior Transfers in accordance with applicable law
will result in the imposition of, any state, city or local transfer taxes,
including, without limitation, any transfer gains taxes, unless such assignor
pays such taxes; or (iv) such Transfer will cause the Company to be treated as a
"publicly-traded partnership" within the meaning of Section 7704 of the Code.

                                   ARTICLE 10.

                           DISSOLUTION OF THE COMPANY;
                      WINDING UP AND DISTRIBUTION OF ASSETS
                      -------------------------------------

     10.1 Dissolution.

     (a) The Company shall be dissolved and its affairs shall be wound up upon
the first to occur of the following:

               (1) the sale or other disposition of all of the Company Assets
          and receipt of the final payment of any installment obligation
          received as a result of any such sale or disposition;

               (2) the written consent of the Members;

               (3) any event which makes it unlawful for the Company's business
          to be continued; or


                                      -51-


               (4) the issuance of a decree by any court of competent
          jurisdiction that the Company be dissolved and liquidated.

     (b) No Member shall have the right to (i) withdraw or resign as a Member of
the Company, (ii) redeem, or request redemption of, its Interest or any part
thereof or (iii) dissolve itself voluntarily.

     10.2 Winding Up.

     (a) In the event of the dissolution of the Company pursuant to Section
10.1(a), the Management Committee may wind up the Company's affairs.

     (b) Upon dissolution of the Company and until the filing of a certificate
of cancellation as provided in the Act, the Administering Member or a
liquidating trustee, as the case may be, may, in the name of, and for and on
behalf of, the Company, prosecute and defend suits, whether civil, criminal or
administrative, gradually settle and close the Company's business, dispose of
and convey the Company's property, discharge or make reasonable provision for
the Company's liabilities, and distribute to the Members in accordance with
Section 10.3 any remaining assets of the Company, all without affecting the
liability of Members and without imposing liability on any liquidating trustee.

     (c) Upon the completion of winding up of the Company, the Administering
Member or liquidating trustee, as the case may be, shall file a certificate of
cancellation in the Office of the Secretary of State of the State of Delaware as
provided in the Act.

     10.3 Distribution of Assets. Upon the winding up of the Company, the assets
shall be distributed as follows:

               (1) to the payment of expenses of the liquidation;

               (2) to the payment of debts and liabilities of the Company, in
          order of priority as provided by law, other than debts and liabilities
          owed to Members;

               (3) to the payment of debts and liabilities of the Company owed
          to Members; and

               (4) to the Members in accordance with their Capital Account
          balances.

     Notwithstanding the foregoing, distributions to a Member pursuant to
Section 10.3(4) shall only be made after payment in full of any Member Loans
owed to the Lender Members out of such distributions and such payments shall be
deemed a distribution to the Debtor Members followed by the payment provided for
in this sentence.


                                      -52-


                                   ARTICLE 11.

                                   AMENDMENTS
                                   ----------

     11.1 Amendments. This Agreement may not be amended except with the consent
of all of the Members. All amendments made in accordance with this Article XI
shall be evidenced by a writing executed by all of the Members and a copy of
such written amendments shall be kept at the office of the Company. No
amendment, modification, supplement, discharge or waiver hereof or hereunder
shall require the consent of any Person not a party to this Agreement.

     11.2 Additional Members. If this Agreement shall be amended as a result of
adding or substituting a Member, the amendment to this Agreement shall be signed
by the Members, by the Person to be added or substituted and by the assigning
Member, if any. In making any amendments, the Administering Member shall prepare
and file for recordation such documents and certificates as shall be required to
be prepared and filed.

                                   ARTICLE 12.

                                  MISCELLANEOUS
                                  -------------

     12.1 Further Assurances. Each party to this Agreement agrees to execute,
acknowledge, deliver, file and record such further certificates, amendments,
instruments and documents, and to do all such other acts and things, as may be
required by law or as, in the reasonable judgment of the Management Committee,
may be necessary or advisable to carry out the intent and purpose of this
Agreement.

     12.2 Notices. Unless otherwise specified in this Agreement, all notices,
demands, elections, requests or other communications that any party to this
Agreement may desire or be required to give hereunder shall be in writing and
shall be given by hand by depositing the same (i) with a recognized overnight
courier service providing confirmation of delivery, to the addresses set forth
on Schedule 2, as applicable, or at such other address as may be designated by
the addressee thereof (which in the case of the Company, shall be designated by
the Administering Member) upon written notice to all of the Members or (ii) by
facsimile transmission (with confirmation of receipt), provided that a copy of
such notice is sent the same day for delivery by overnight courier service. All
notices given pursuant to this Section 12.2 shall be deemed to have been given
(i) if delivered by hand on the date of delivery or on the date delivery was
refused by the addressee or (ii) if delivered by overnight courier, on the date
of delivery as established by the return receipt or courier service confirmation
(or the date on which the return receipt or courier service confirms that
acceptance of delivery was refused by the addressee) or (iii) on the date of
facsimile confirmation received by the sender.


                                      -53-


     12.3 Headings and Captions. All headings and captions contained in this
Agreement and the table of contents hereto are inserted for convenience only and
shall not be deemed a part of this Agreement.

     12.4 Variance of Pronouns. All pronouns and all variations thereof shall be
deemed to refer to the masculine, feminine or neuter, singular or plural, as the
identity of the person or entity may require.

     12.5 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original and all of which, when
taken together, shall constitute one Agreement.

     12.6 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO CONFLICT OF
LAW PROVISIONS THEREOF.

     12.7 Arbitration.

     (a) Arbitration shall be the exclusive method for resolution of any claims
or disputes arising in connection with this Agreement, and the determination of
the arbitrators shall be final and binding (except to the extent there exist
grounds for vacating an award under applicable arbitration statutes and/or
decisional precedents) on the Members. The parties agree that judgment on the
determination and award of such arbitrators may be entered in any court having
jurisdiction. Each party shall bear its own costs in any arbitration.

     (b) The number of arbitrators shall be three, each of whom shall be
disinterested in the dispute or controversy and shall be impartial with respect
to all parties hereto. If the claim or dispute arising in connection with this
Agreement is between two parties only, each disputing party shall appoint one
arbitrator within ten (10) Business Days of notice from a party that arbitration
is requested and the third arbitrator shall be appointed by the two initial
arbitrators within ten (10) Business Days of appointment of the two initial
arbitrators.

     (c) The place of arbitration shall be Delaware. The arbitration shall be
conducted in the English language. To the extent that an issue is not expressly
addressed in this Agreement, the arbitrators shall resolve such dispute or
controversy in accordance with good commercial practice. The arbitrators shall
decide such dispute in accordance with the law of the State of Delaware. The
arbitrators shall decide such dispute within forty-five (45) days of selection
of the third arbitrator. They shall apply the commercial arbitration rules of
the American Arbitration Association.

     12.8 Partition. The Members hereby agree that no Member nor any
successor-in-interest to any Member shall have the right to have any of the
Company Assets partitioned, or to file a complaint or institute any proceeding
at law or in equity to have any of the Company Assets partitioned, and each


                                      -54-


Member, on behalf of himself, his successors, representatives, heirs and
assigns, hereby waives any such right.

     12.9 Invalidity. Every provision of this Agreement is intended to be
severable. The invalidity and unenforceability of any particular provision of
this Agreement in any jurisdiction shall not affect the other provisions hereof,
and this Agreement shall be construed in all respects as if such invalid or
unenforceable provision were omitted.

     12.10 Successors and Assigns. This Agreement shall be binding upon the
parties hereto and their respective successors, executors, administrators, legal
representatives, heirs and legal assigns and shall inure to the benefit of the
parties hereto and, except as otherwise provided herein, their respective
successors, executors, administrators, legal representatives, heirs and legal
assigns. No Person other than the parties hereto and their respective
successors, executors, administrators, legal representatives, heirs and
permitted assigns shall have any rights or claims under this Agreement.

     12.11 Entire Agreement. This Agreement supersedes all prior agreements
among the parties with respect to the subject matter hereof, and this Agreement
contains the entire agreement among the parties with respect to such subject
matter.

     12.12 Waivers. No waiver of any provision hereof by any party hereto shall
be deemed a waiver by any other party nor shall any such waiver by any party be
deemed a continuing waiver of any matter by such party.

     12.13 No Brokers. Each of the Members hereto warrants to each other that
there are no brokerage commissions or finders' fees (or any basis therefor)
resulting from any action taken by such Member or any Person acting or
purporting to act on their behalf upon entering into this Agreement other than
fees payable to Wachovia Securities. Each Member agrees to indemnify and hold
harmless each other Member for all costs, damages or other expenses arising out
of any misrepresentation made in this Section 12.13.

     12.14 Maintenance as a Separate Entity. The Company shall maintain books
and records and bank accounts separate from those of its Affiliates and each of
its Subsidiaries; shall at all times hold itself out to the public as a legal
entity separate and distinct from any of its Affiliates and each of its
Subsidiaries (including in its operating activities, in entering into any
contract, in preparing its financial statements, and on its stationery and any
signs it posts), and shall cause its Affiliates and each of its Subsidiaries to
do the same and to conduct business with it on an arm's-length basis; shall not
commingle its assets with assets of any of its Affiliates or its Subsidiaries;
shall not guarantee any obligation of any of its Affiliates; shall cause its
business to be carried on by the Members and shall keep minutes of all meetings
of the Members.

     12.15 Confidentiality. Each Member agrees not to disclose or permit the
disclosure of any of the terms of this Agreement or of any other confidential,
non-public or proprietary information relating to this Agreement (collectively,
"Confidential Information"), provided that such disclosure may be made (a) to


                                      -55-


any Person who is a member, partner, officer, director or employee of such
Member or counsel to or accountants of such Member solely for their use and on a
need-to-know basis, provided that such Persons are notified of the Members'
confidentiality obligations hereunder, (b) with the prior consent of the other
Members, (c) subject to the next paragraph, pursuant to a subpoena or order
issued by a court, arbitrator or governmental body, agency or official, (d) to
any lender providing financing to the Company or its Subsidiaries, (e) in
connection with the Purchase Agreement, to the Sellers thereunder or (f) to the
extent required or advisable to be made under applicable law, (g) to potential
purchasers of a Property or Subsidiary as well as such potential purchaser's
prospective lenders or equity providers, or (h) with respect to the tax
structure or tax treatment (as such terms are used in Code Sections 6011, 6111
and 6112) of the Company or the transaction.

     In the event that a Member shall receive a request to disclose any
Confidential Information under a subpoena or order, such Member shall (i)
promptly notify the other Members thereof, (ii) consult with the other Members
on the advisability of taking steps to resist or narrow such request and (iii)
if disclosure is required or deemed advisable, cooperate with any of the other
Members in any attempt it may make to obtain an order or other assurance that
confidential treatment will be accorded the Confidential Information that is
disclosed.

     No Member shall issue any press release or other public communication about
the formation or existence of the Company without the express written consent of
the Management Committee except that Class A Member may issue a press release as
required or advisable under applicable law or governmental regulation.

     12.16 No Third Party Beneficiaries. This Agreement is not intended and
shall not be construed as granting any rights, benefits or privileges to any
Person not a party to this Agreement. Without limiting the generality of the
foregoing, no creditor of the Company or of any Member shall have any right
whatsoever to enforce any Member's Capital Commitment obligation or to require
any Member to contribute capital to the Company.

     12.17 Construction of Documents. The parties hereto acknowledge that they
were represented by counsel in connection with the review, negotiation and
drafting of this Agreement and that this Agreement shall not be subject to the
principle of construing their meaning against the party that drafted same.

     12.18 Time of Essence. Time is of the essence in the performance of each
and every term of this Agreement.


                    [Signature page to follow on next page.]


                                      -56-


     IN WITNESS WHEREOF, the parties hereto have executed this Limited Liability
Company Agreement as of the day and year first above written.

                            MEMBERS:

                            OMERS REALTY CORPORATION, a Canadian
                            corporation,

                            By: /s/ Christopher Voutsinas
                                -----------------------------
                                Name:  Christopher Voutsinas
                                Title: Executive Vice President, Corporate
                                       Development & Investments

                            By: /s/ Joseph DeLeo
                                -----------------------------
                                Name:  Joseph DeLeo
                                Title: Vice President, Corporate
                                       Development & Investments



                            GLIMCHER PROPERTIES LIMITED PARTNERSHIP, a
                            Delaware limited partnership,

                            By: Glimcher Properties Corporation, a
                                Delaware corporation, its general partner,

                                By: /s/ George A. Schmidt
                                    ---------------------------------
                                    Name:  George A. Schmidt, Esq.
                                    Title: Executive Vice President



                                   SCHEDULE 1

                       DESCRIPTION OF THE INITIAL PROPERTY

All that certain real property situated in the County of Los Angeles, State of
California, described as follows:

PARCEL A - Fee Simple:

Parcels 5, 7 and 8, in the City of Industry, County of Los Angeles, State of
California, as shown on Parcel Map No. 322, Med in Book 315, Page(s) 37 through
44, inclusive, of Parcel Maps, in the Office of the County Recorder of said
County.

PARCEL B - Leasehold:

Parcels 5 and 6, in the City of Industry, County of Los Angeles, State of
California, as shown on Parcel Map No. 27-A, filed in Book 42, Page(s) 61 to 64,
inclusive of Parcels Maps, in the Office of the County Recorder of said County.

PARCEL C - Easements:

Non-exclusive easements, creating rights in real property, for ingress and
egress, passage and parking of vehicles; passage and accommodation of
pedestrians; sewer lines, water and gas mains, electrical power lines, telephone
lines, and other utility lines; development and construction of said Tract; the
construction, reconstruction, erection, removal and maintenance, on, to, over,
under and across to a maximum distance of 14 feet, of footings, supports,
canopies, flag poles, roof and building overhangs, awnings, alarm bells, signs,
lights and lighting devices and similar appurtenances over the "Common Area" as
defined and described in that certain Construction, operation and reciprocal
easement agreement in and upon all the terms, covenants, conditions, provisions,
reservations, limitations, duties, obligations, liens, assessments and easements
as more particularly and fully described and set forth in said agreement by and
between Hahn-Puente As, a limited partnership in which Ernest W. Hahn, Inc., a




California corporation, is the general partner; Broadway-Hale Store, Inc., a
California corporation; Sears, Roebuck and Co., a New York corporation, Adcor
Realty Corporation, a New York corporation, and J.C. Penney Properties, Inc., a
Delaware corporation, dated December 22, 1972 and recorded December 22, 1972 as
Instrument No. 712, as amended by that certain First Amendment to that certain
Construction, Operation and Reciprocal Easement Agreement by and between
Hahn-Puente As, a limited partnership in which Ernest W. Hahn, Inc., a
California corporation, is the general partner; Broadway-Hale Store, Inc., a
California corporation; Sears, Roebuck and Co., a New York corporation, Adcor
Realty Corporation, a New York corporation, and J.C. Penney Properties, Inc., a
Delaware corporation, dated February 1, 1974 and recorded March 11, 1974 as
Instrument No. 3991, as amended by that certain Second Amendment that certain
Construction, Operation and Reciprocal Easement Agreement by and between
Hahn-Puente As, a Limited Partnership in which Ernest W. Hahn, Inc., a
California corporation, is the general partner; Broadway-Hale Store, Inc., a
California corporation; Sears, Roebuck and Co., a New York corporation, Adcor
Realty Corporation, a New York corporation, and J.C. Penney Properties, Inc., a
Delaware corporation, dated September 20, 1984 and recorded October 1, 1984 as
Instrument No. 84-1172544, and as further amended by that certain Third
Amendment to that certain Construction, Operation and Reciprocal Easement
Agreement by and between Krausz Puente LLC, a California limited liability
company, The May Department Stores Company, a New York corporation, and Sears,
Roebuck and Co., a New York corporation, dated December 1, 2001 and recorded
January 8, 2002 as Instrument No. 02-450 17, all in the Recorder's Office of Los
Angeles County, California.

PARCEL D - Easements:

Easements, creating rights in real property, for the construction,
reconstruction, erection, removal and maintenance on, to, over, under and across
the "Encroachment Area" of the "Encroachment" as to such terms are defined in
that certain Encroachment Easement Agreement by Krausz Puente LLC, a California
Limited Liability Company, dated April 9, 1997 and recorded April 23, 1997 as
Instrument No. 97-606562, in the Recorder's Office of Los Angeles County,
California, ("The Encroachment Easement"), and for minor encroachments of
building overhangs, canopies, columns, eaves, signs, pilasters and pillars,
extending from the encroachment area onto Parcel A, as created in and by said
encroachment easement.

Assessor's Parcel Number: 8265-004-039/8265-004-040/8265-004-118/8265-004-
120/8265-004-121


                                       -2-


                                   SCHEDULE 2

                Members' Addresses, Initial Capital Contributions
                -------------------------------------------------

- --------------------------------------------------------------------------------
                                                               Initial Capital
                                                             Contributions made
 NAME OF MEMBERS                    Address                 on December 29, 2005
- --------------------------------------------------------------------------------
Class A Member                50 East Gay Street
                                  24th floor
                             Columbus, Ohio 43215              $ 41,926,482.72
- --------------------------------------------------------------------------------
Class B Member                   Oxford Tower
                           130 Adelaide Street West
                                  Suite 1100
                               Toronto, Ontario
                               M5H 3P5, Canada                 $ 38,701,368.67
- --------------------------------------------------------------------------------
Total                                                          $ 80,627,851.39
- --------------------------------------------------------------------------------




                                                                       EXHIBIT A
                                                    Form of Management Agreement


                          PROPERTY MANAGEMENT AGREEMENT
                          -----------------------------


     THIS PROPERTY MANAGEMENT AGREEMENT made as of the ____ day of
_________________, _____ (the "Agreement") by and between [________________],
LLC, a Delaware limited liability company ("Owner") and GLIMCHER PROPERTIES
LIMITED PARTNERSHIP, a Delaware limited partnership ("GPLP" or "Manager") and
GLIMCHER DEVELOPMENT CORPORATION, a Delaware corporation ("GDC" or "Service
Provider").

                                   WITNESSETH:
                                   ----------

     WHEREAS, OG Retail Holding Co., LLC ("Parent") was formed as a limited
liability company under the laws of the State of Delaware pursuant to a limited
liability company agreement, dated as of December 29, 2005 (as the same may be
amended or restated from time to time, the "Parent LLC Agreement").

     WHEREAS, Article 3 of the Parent LLC Agreement authorizes GPLP to manage
the affairs of the Owner, to the extent provided in the Parent LLC Agreement.

     WHEREAS, Owner is or, upon closing on its pending acquisition will be the
owner of the shopping center commonly known as [________________] ("Center"),
located in [________________].

     WHEREAS, Manager possesses the personnel, skills and experience necessary
for providing professional management services for the Center.

     WHEREAS, Service Provider possesses the personnel, skills and experience
necessary for providing various services including services for leasing and
legal services to prepare and negotiate leases for the Center.

     WHEREAS, Owner wishes to appoint Manager and Service Provider for the
purpose of managing and leasing the Center, and Manager and Service Provider
wish to accept such appointments, all on the terms and conditions set forth
below.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:



                                    SECTION I
                                    ---------

                                      TERM
                                      ----

     Section 1.1 Duration. The term (the "Term") of this Agreement shall be for
a period commencing on the date that Owner closes on its acquisition of the
Center (hereinafter the "Effective Date") and shall continue until the date that
Owner ceases to possess any interest in the Center unless earlier terminated as
provided in Section VII below. The indemnification provisions of this Agreement
shall survive termination of any kind.

                                   SECTION II
                                   ----------

                      APPOINTMENT AND AUTHORITY OF MANAGER
                      ------------------------------------

     Section 2.1 Appointment and Authority of Manager. On and subject to the
terms, limitations and conditions herein set forth, Owner hereby exclusively
appoints Manager, as an independent contractor, to operate, lease and manage the
Center and, subject to Section 2.2, in such capacity, to exercise such powers
and to have such authority with respect to the Center as are set forth herein
and as more specifically described in Section IV below and such further powers
and authority as are incidental thereto. Manager hereby accepts such appointment
and agrees to furnish the services of its organization for the rental, operation
and management of the Center on the terms contained in this Agreement.

     Section 2.2 Certain Limitations on Authority; Emergencies. Owner expressly
withholds from Manager any power or authority to: (a) convey or otherwise
transfer, pledge or encumber the Center or any interest therein, pledge the
credit of Owner (except for purchases or transactions otherwise authorized under
this Agreement), or borrow money or execute any promissory note, mortgage, deed
of trust, or security agreement in the name of or on behalf of Owner, or (b)
make any structural changes in any building or make any other material
alterations or additions in or to any such building or equipment therein, or
incur any expense chargeable to Owner other than expenses arising from (i)
Manager's exercise of the express powers vested herein in Manager, (ii) matters
included in the Approved Annual Budget under Section III, or (iii) such
emergency repairs or actions as may be required because of imminent danger to
persons or property or which are immediately necessary for compliance with Laws
(as defined in Section 8.6) or are required to avoid the suspension of any
necessary service to the Center. When the approval or consent of Owner is
required by the terms of any provision of this Agreement in connection with an
action taken or contemplated by Manager, the granting of Owner's approval or
consent shall be given in writing. Notwithstanding anything to the contrary
contained herein, (i) Manager must obtain the approval of the Class B Member (as
defined in the Parent LLC Agreement) with respect to any amendment, extension,
or renewal of this Agreement on behalf of Manager, any consent, approval, waiver
or direction required of or permitted by Manager hereunder (in each case, to the
extent the same would constitute a Unanimous Decision) and (ii) the Class B
Member (as defined in the Parent LLC Agreement) shall have the full authority
and discretion, without the approval of any other Members of the Management
Committee (as defined in the Parent LLC Agreement), to exercise or terminate
provisions under this Agreement upon the occurrence of any event "for cause"
pursuant to Article VII hereunder.


                                       2


                                   SECTION III
                                   -----------

                                  ANNUAL BUDGET
                                  -------------

     Section 3.1 Preparation of Budget; Contents. On the date hereof, Manager
and Owner have agreed upon the annual budget for the period from the date hereof
until December 31, 2006, which annual budget is attached hereto as Exhibit A
(the "Initial Annual Budget"). On or before November 1 of each year, Manager
shall prepare and submit to Owner a budget (the "Annual Budget") for the
following calendar year, substantially in the form of the Initial Annual Budget,
with such additions, deletions or modifications as may be reasonably requested
by Owner. The Annual Budget shall include a reasonably detailed statement of the
following items set forth on a monthly basis:

     (i) the estimated operating expenses for such year in detail reasonably
satisfactory to Owner;

     (ii) the anticipated capital expenditures and extraordinary expenses for
such year described in reasonable detail (the "Capital Budget"). The expenses
set forth in the Capital Budget shall include, at a minimum, a breakdown of CAM
(recoverable) and Non-CAM (non-recoverable), with further segregation by leasing
commissions, tenant improvement allowances, capital expenditures and personal
property expenditures;

     (iii) the estimated capital expenditures that the Manager believes may be
necessary or desirable over the subsequent five (5) years in connection with the
maintenance and improvement of the Center ("5 Year Capital Plan");

     (iv) a leasing plan reflecting the space Manager expects to be leased or
renewed during such year, the rent it expects to obtain for such space, the
other material economic provisions of the leases, including free rent, the term
of each lease, rebates and other concessions, any improvement allowances,
brokerage commissions (including any payable to Manager hereunder), payments by
tenants toward operating expenses and taxes and any other anticipated leasing
expenditures for such year (the "Leasing Budget");

     (v) the anticipated gross revenues for such year (the "Revenue Schedule");

     (vi) the estimated cash flow from the Center (the "Cash Flow Forecast");

     (vii) an estimate as to liability in the succeeding calendar year for real
estate taxes;

     (viii) an estimate as to the aggregate cost in the next succeeding calendar
year of wages, salaries, and other compensation to be paid to employees of the
Manager working at the Center, as well as the status of any negotiations
affecting said wages, salaries and other compensation and any recommendation of
Manager respecting such matters;


                                       3


     (ix) the extent of completion of any uncompleted improvements to the
Center, together with a projection of the improvements to the Center and a
projection of the costs of constructing such improvements to be incurred during
the next succeeding calendar year;

     (x) the current legal status of pending or threatened suits concerning the
Center or any portion thereof except for suits covered by valid and binding
insurance; and

     (xi) such other information as Owner may reasonably require.

     The Revenue Schedule shall be in columnar form, with each tenant listed
separately and showing for each tenant the:

     (i) name of such tenant;

     (ii) floor or suite number;

     (iii) term of its Lease;

     (iv) total rent to be collected; and

     (v) the total rent broken down into various categories such as base rent,
expected percentage rent, storage rent, operating expense payment (and the
percentage of the tenant's share thereof), real estate tax payment (and the
percentage of the tenant's share thereof) and any other rent or charges.

     Section 3.2 Approval of Budget. The term "Approved Annual Budget" shall
mean the Annual Budget (as modified by revisions thereof) approved by the
Management Committee of Parent in accordance with the terms of the Parent LLC
Agreement. An Annual Budget or a revision thereof shall be deemed approved by
Owner only if it is approved in writing by Owner. Within 15 days of Manager's
submission of the Annual Budget, Owner and Manager shall meet to discuss Owner's
comments to the Annual Budget. Within 10 days of such meeting, Manager shall
provide Owner with a revised Annual Budget incorporating Owner's comments to the
Annual Budget. Pending Owner's approval of an Annual Budget, Manager shall be
entitled to operate the Center and incur expenditures in accordance with the
Approved Annual Budget and, in the event the Annual Budget has not been so
approved in accordance with the last Approved Annual Budget adjusted for actual
increases with respect to non discretionary expenses (e.g. real estate taxes,
insurance, debt service, service contract fee escalations, utilities, etc.).
Notwithstanding the foregoing, Owner reserves the right to direct Manager not to
commit to any expenditures for discretionary amounts not theretofore committed
by Manager.

     Section 3.3 Obligation and Authority to Implement Budget. Manager shall be
authorized, without the need for further approval by Owner, to make the
expenditures and incur the obligations provided for in the most recent Approved
Annual Budget, provided Manager may exceed the budgeted amount for any line item
by the greater of $2,500 or five percent (5%) of the budgeted amount for each
such item (provided that in no event may the applicable Annual Budget be
exceeded by more than five percent (5%) in the aggregate for all line items in
any budget year) upon prior written notice to Owner, and Manager shall be
authorized to expend whatever sums are reasonably necessary to respond to any
emergency, which in Manager's reasonable discretion is necessary to avoid an


                                       4


immediate loss to the Center; provided, however, that such emergency expenditure
shall not exceed the sum of $25,000 per emergency without the prior approval of
Owner. Notwithstanding the foregoing, if the actual or forecasted result
relative to the Approved Annual Budget for any calendar year reflects an adverse
variance of five percent (5%) or more from the amount of net operating income
received from the Center during such calendar year, then, except in the case of
emergencies, the Manager shall not exceed the budgeted amount for any line item
without the Owner's prior written consent. Any unused amounts budgeted in the
Capital Budget for any particular year shall not carry over or be applicable to
the following year unless approved by Owner in the Capital Budget for such
following year. Manager shall not make expenditures or incur obligations except
as authorized pursuant to this Section 3.3 (unless expressly authorized
elsewhere in this Agreement). It is understood that non-cash items such as
depreciation and amortization may, if Manager so desires, be reflected in the
Annual Budget, and that variances between the amounts so reflected in the Annual
Budget and the actual amounts of such items shall not affect or limit the
amounts of other liabilities and obligations which Manager may incur or pay on
behalf of Owner hereunder.

                                   SECTION IV
                                   ----------

                               MANAGER'S SERVICES
                               ------------------

     Section 4.1 Services in General. Manager agrees, in performing its duties
hereunder, to use the highest level of skill, competence and diligence
prevailing among professional management firms managing similar first class
properties. Manager shall, with respect to the Center, perform such duties as
are customarily performed with respect to similar properties by such management
firms and, without limitation on the foregoing, shall perform those duties set
forth in this Section IV subject to all express limitations on Manager's
authority contained in other provisions of this Agreement. Without limiting the
generality of the foregoing, Owner hereby grants Manager the authority and power
to perform the services more specifically described hereinafter in this Section
IV at Owner's expense, subject to the limitations of the Approved Annual Budget
in effect from time to time.

     Section 4.2 Advertising and Promotion. Manager shall be authorized to
advertise and conduct promotional activities relating to the Center and to
display signs thereon provided that any costs related thereto have been approved
in the Approved Annual Budget.

     Section 4.3 Books, Records and Reports.

          4.3.1 Books and Records.

               (i) Manager shall maintain, and keep at its main office, accurate
and complete books, records and accounts of the management, operation and
financial condition of the Center.

               (ii) Owner shall at all times retain title to such books, records
and accounts. Manager shall retain such books, records and accounts for a period
of five (5) years after the close of the calendar year to which they apply.
Following expiration of such five (5) year period, Manager shall, at the expense
of the Owner, deliver such books and records to Owner.


                                       5


               (iii) Upon reasonable notice to Manager, Owner and its direct or
indirect members may, at its expense, inspect, audit and copy such books,
records and accounts at all reasonable times on a periodic or continuing basis
by accountants retained by, or other representatives of Owner, and Manager shall
cooperate fully with Owner in connection with the same.

               (iv) In the event this Agreement is terminated, Manager shall
deliver such books, records and accounts of the Center to Owner. Manager shall
deliver a final accounting within thirty (30) days of termination.

          4.3.2 Monthly Reports. Manager shall furnish to Owner for the Center
the monthly and quarterly reports listed on Exhibit A attached hereto and
incorporated herein by this reference, which reports shall be prepared on an
accrual basis in accordance with generally accepted accounting principles,
showing monthly and quarterly year-to-date activity. Monthly and quarterly
reports shall be furnished (without notice or demand by Owner) not later than
fifteen (15) days after the end of the calendar month, in the case of monthly
reports, and within thirty (30) days of the end of each quarter, in the case of
quarterly reports, in a form as reasonably required by and satisfactory to
Owner.

          4.3.3 Annual Reports.

          (i) Manager shall provide information and cooperate with Owner's
auditors in order for Owner's auditors to produce and furnish, at Owner's
expense, an annual audited report for the Center.

          (ii) In addition, Manager shall furnish to Owner annual reports for
the Center with schedules supporting all items on the balance sheet and tax
related information as requested, which reports shall be furnished (without
notice or demand) not later than thirty (30) days after the end of each calendar
year in a format and detail reasonably acceptable to Owner.

          (iii) Manager shall prepare and file tax returns for the Owner or the
Center unless otherwise specifically directed by Owner.

          4.3.4 Certification. All quarterly, monthly and annual reports shall
be certified to their knowledge by the President, any Executive Vice President
or Vice President, Treasurer, Chief Financial Officer or Controller of Manager.

     Section 4.4 Employment of On-Site Personnel. Manager shall select, employ,
hire, supervise, train, direct, discharge and pay all on-site personnel,
necessary for the maintenance and operation of the Center at such compensation
levels as are standard in the industry, including without limitation (but
subject to the Approved Annual Budget): (a) a property manager, an assistant
property manager or an operations manager, marketing personnel, clerical and
secretarial personnel, all of whom shall be on Manager's payroll with


                                       6


reimbursement by Owner, and (b) engineers, janitors, maintenance, landscaping,
custodial, parking, and security personnel (all or any of whom shall at
Manager's option, be on Manager's payroll with reimbursement by Owner, or on the
payroll of an independent contractor whose costs and fees will be paid by
Owner). Manager shall carry Worker's Compensation Insurance (and, when required
by law, compulsory Non-Occupational Disability Insurance) covering such
employees, and use reasonable care in the selection and supervision of such
employees; provided, however, that Owner shall have the right, exercised in its
reasonable discretion by virtue of approval of a candidate's resume to
disapprove, based on cause or good reason, the initial hiring of any property
manager selected by Manager to carry out Manager's obligations under this
Agreement, and Manager, subject to legal requirements, agrees not to utilize any
such disapproved employee. Manager will keep bi-weekly time sheets which shall
be available for inspection by Owner. Manager shall prepare or cause to be
prepared and timely filed and paid, all necessary returns, forms and payments in
connection with unemployment insurance, medical and life insurance policies,
pensions, withholding and social security taxes and all other taxes relating to
said employees which are imposed by any federal, state or municipal authority.
Manager shall also provide usual management services in connection with labor
relations and shall prepare, maintain and file all necessary reports with
respect to the Fair Labor Standards Act and all other required statements and
reports pertaining to labor employed at the Center. Manager shall use its good
faith reasonable efforts to comply with all laws and regulations and collective
bargaining agreements, if any, affecting such employment. Manager shall take all
appropriate steps to make sure Owner is complying with labor, workplace and
safety laws. Manager will be and will continue throughout the term of this
Agreement to be an Equal Opportunity Employer. All persons employed in
connection with the operation and maintenance of the Premises shall be employees
of Manager and not of Owner.

     If Manager is required to recognize and/or negotiate with any union(s)
lawfully entitled to represent such employees, the following shall apply:

     1.   Manager shall comply with the terms and provisions of any existing or
          future labor agreement and perform such obligations for and on behalf
          of Owner, as Owner's agent;

     2.   Manager shall not be responsible for costs of outside legal counsel or
          other consultants used in connection with the negotiation and/or
          administration of any labor agreement;

     3.   Owner shall defend, indemnify and hold Manager harmless from all
          claims and causes of action arising from the alleged breach of failure
          to comply with the terms and provisions of such labor agreement(s) so
          long as Manager's actions and performance thereunder were reasonable
          and in good faith;

     4.   Manager shall not be liable or responsible for any unfunded vested
          benefits arising from Owner's withdrawal of a multi-employee pension
          plan, or from Owner's qualified plan, or from termination of this
          Agreement, and

     5.   Owner shall have the right to approve all collective bargaining
          agreements which affect any portion of the Center.


                                       7


     Section 4.5 Maintenance and Repairs. Manager shall, on behalf of Owner,
maintain the Center in a first class standard, keep the Center in a safe, clean
and sightly condition, do or cause to be done all decorating and landscaping,
maintain the Center in compliance in all material respects with all applicable
laws, codes and ordinances, perform or contract for all necessary repairs,
alterations, replacements, installations and maintenance of, and purchase all
supplies necessary for the proper operation of the Center or the fulfillment of
Owner's obligations under any lease, subject to funds being available to pay for
such work in either the Center Disbursement Account, a reserve account held by a
lender or otherwise from Owner. Manager shall arrange for and supervise, on
behalf of Owner, the performance of all alterations or other work to prepare or
alter space in the Center for the occupancy of tenants thereof. Upon Owner's
written request, if Owner shall require, Manager shall submit a list of
contracts and subcontractors performing tenant work, repairs, alterations or
services at the Center under Manager's direction. Manager, in its capacity as
such, shall not be required (without additional compensation satisfactory to
Manager) to undertake the making or supervision of extensive construction or
reconstruction of the Center or any part thereof. For purpose of this Agreement,
the term "extensive construction or reconstruction" shall mean any specific
project the cost of which exceeds $100,000.

     Section 4.6 Collection and Disbursement of Revenue.

          4.6.1 Manager shall undertake the periodic billing of rents and
monetary payments of every kind and form due from tenants of the Center, and
thereafter shall actively pursue collection of all such rents and other
payments. Manager shall not terminate any lease, lock out any tenant, institute
any suit for rent or for use and occupancy, provide notice by legal service to
pay rent or quit or institute proceedings for recovery of possession without the
prior approval of Owner; provided, however that Manager shall have the right,
without Owner's prior approval, to send late or delinquency notices to tenants
in arrears in the ordinary course of business. Only legal counsel designated by
Owner shall be retained in connection with any such suit or proceeding, and
Manager upon request shall recommend legal counsel and furnish Owner with the
estimated costs of legal services to be incurred in bringing such suit or
proceeding. In the event any tenant of the Center is delinquent in any payment
due to Owner or is otherwise in default under the terms of its lease for a
period of more than 30 days, Manager shall immediately notify Owner and Owner,
either directly or through legal counsel retained by Owner, shall have the
right, but not the obligation, to contact the tenant directly with respect to
the delinquency or default.

          4.6.2 Center Lockbox Account. All funds received by Manager derived
from the operation of the Center shall be immediately deposited in the following
lockbox account (the "Center Lockbox Account"):

                  [________________]
                  Account Name:     [________________]
                  Account Number:   [________________]

Owner may designate a different account in any bank or financial institution as
the Center Lockbox Account at any time and from time to time by written notice
to Manager. No other funds shall be deposited or commingled with funds in the
Center Lockbox Account.


                                       8


          4.6.3 Center Disbursement Account. Manager shall pay Center-related
costs and expenses in accordance with Section 4.6.4 below by check or by wire
transfer from the following disbursement checking account (the "Center
Disbursement Account"):

                  [________________]
                  Account Name:     [________________]
                  Account Number:   [________________]

Owner may designate a different account in any bank or financial institution as
the Center Disbursement Account at any time and from time to time by written
notice to Manager. Manager shall not under any circumstances write a check
payable to or in favor of Manager or any Affiliate of Manager other than (a) to
reimburse itself or an Affiliate for expenditures made on behalf of Owner,
provided that such reimbursement is approved in advance in writing by Owner,
excepting reimbursements to Service Provider made in accordance with this
Agreement or reimbursements to other Affiliates for services provided in
accordance with the approved Annual Budget shall not require further approval by
Owner or (b) to pay itself the Management Fee payable under Section 6.1;
provided, however, that within 20 days after paying itself any Management Fee,
Manager shall provide Owner with a statement setting forth the calculations made
in computing the Management Fee in detail reasonably satisfactory to Owner. Only
those personnel specifically authorized by Manager and approved by Owner shall
have authority to write checks from the Center Disbursement Account. Manager
shall not issue a check for more than Fifty Thousand Dollars ($50,000) without
the prior written authorization of Owner excepting for payments of items that
have already been specifically approved by Owner, such as for payment of a
tenant allowance or room build-out under an approved lease or a major repair or
other capital expenditure specifically approved in the Annual Budget. No other
funds shall be deposited or commingled with funds in the Center Disbursement
Account.

          4.6.4 Expenses Paid from Center Disbursement Account. The following
costs shall be paid directly from the Center Disbursement Account:

          (a) Any and all costs necessary for the management, operation and
     maintenance of the Center, so long as such costs are provided for and are
     within the limits of the Approved Annual Budget or are specifically
     authorized in writing by Owner;

          (b) Any and all capital expenditures, so long as such costs are
     provided for and are within the limits of the Capital Budget in the
     Approved Annual Budget or are specifically authorized in writing by Owner;
     and

          (c) Any and all costs necessary to handle emergencies as described in
     Section 3.3. Notwithstanding the foregoing, Manager shall notify Owner
     immediately (but not in any case later than 2 business days) after
     incurring any such costs.

Manager shall not be obligated to make any advance to or for the account of
Owner or to pay any sums except out of funds in the Center Disbursement Account
without assurance that the necessary funds for repayment of the advance will be
made by Owner. Manager shall render monthly reports to Owner showing all
receipts and disbursements for the preceding calendar month. In addition, upon
Owner's request, Manager shall provide to Owner such other periodic reports as


                                       9


may be required to satisfy the requirements of any loan or other agreement
affecting the Center. Attached to the Center Disbursement Account, Manager shall
maintain an interest bearing investment account (the "Sweep Account"). As and
when necessary, Manager shall cause amounts greater than the amount necessary to
be retained in the Center Disbursement Account or the amount necessary to
compensate the bank for its services to be transferred from the Center
Disbursement Account to the Sweep Account and from the Sweep Account to the
Center Disbursement Account, as the case may be. No other funds may be deposited
or commingled with the funds in the Sweep Account.

     Section 4.7 Security Deposits. If required by law or requested by Owner,
Manager shall deposit all security deposits for the Center in a separate project
account (the "Security Account") in the name of Owner on which either Owner or
Manager may draw. Manager shall be authorized to withdraw monies from security
deposit funds at such time as the security deposits are returnable to tenants or
in the event of a tenant default. It is expressly understood and agreed that all
disbursements, transfers and refunds made by Manager from the security deposits
shall be made by a check drawn on the appropriate account or appropriate journal
or bookkeeping entries and shall be substantiated by appropriate records and
accounting procedures.

     Section 4.8 Contracts and Leases.

          4.8.1 Service and Purchase Contracts. Manager shall, to the extent the
obligations of Owner thereunder do not exceed the amounts provided for in the
Approved Annual Budget or the amounts permitted under Section 3.3, negotiate and
enter into on behalf of Owner contracts for terms no longer than one year (or
such longer term as Manager reasonably deems advisable so long as Owner or
Manager has the right to terminate such contracts on not more than 30 days
notice with or without cause) for electricity, gas, fuel, water, telephone,
window cleaning, vermin extermination, janitorial services, security services,
landscape maintenance and such other supplies, materials, services and other
matters for the Center as Manager shall reasonably determine to be advisable or
necessary to permit Manager to discharge its duties hereunder. In addition,
Manager may negotiate and provide to Owner for Owner's execution thereof
contracts for terms no longer than five years for escalator and elevator
maintenance services, waste removal and for equipment leases, provided that the
obligations of Owner thereunder during the then current year do not exceed the
amounts contemplated therefor in the Approved Annual Budget, subject to the
provisions of Section 3.3, and the obligations of Owner thereunder for
subsequent periods do not, in Manager's good faith judgment, exceed the fair
market value of the services to be provided to Owner pursuant to such contracts.
Any cash and trade discounts, refunds, credits concessions or other incentives
obtained by Manager in connection with any such contracts shall belong to Owner.

          4.8.2 Leases. Subject to the subsequent provisions of this Section,
Service Provider shall use diligent and good faith efforts to rent and keep the
Center rented by procuring tenants for the Center pursuant to leases in
accordance with the Approved Annual Budget. Without limitation on the foregoing,
Service Provider shall negotiate, on behalf of Owner, in accordance with the
Approved Annual Budget, the business terms of new leases, expansions,
amendments, cancellations, or extensions thereof (all such new leases,
expansions, amendments, cancellations, or extensions now existing or hereafter
entered into being herein individually and collectively referred to as a "Lease"


                                       10


or "Leases"). All leases shall be subject to Owner's direction and approval and
all Leases shall be executed by Owner. Service Provider shall utilize attorneys
or legal assistants on its staff to negotiate and prepare leases on behalf of
Owner and at Owner's cost in accordance with the fee schedule set forth on
Exhibit B, attached hereto and further described therein. If any Leases,
operating agreements, loan agreements or other documents or instruments
affecting the Center require the consent of a third party to a proposed Lease,
Service Provider will cooperate with and assist Owner in obtaining such consent.
Owner's approval or execution of a Lease shall serve as authorization for
Service Provider to expend such amounts as are required to comply with the Lease
on Owner's behalf (whether or not contained in the Approved Annual Budget).
Service Provider shall provide reports of leasing activity to Owner on a monthly
basis.

          4.8.3 Other Contracts. Manager, in its capacity as such, shall not
enter into any other contract or agreement on behalf of Owner, unless the same
is consented to in writing in advance by Owner or unless the contract or
agreement is in the ordinary course of business and the amount of Owner's
obligations incurred thereunder do not exceed the amounts permitted under
Section 3.3.

          4.8.4 Manager's and Service Provider's Affiliates. For purposes of
this Agreement, the term "Affiliate" means any corporation, partnership, venture
or other entity which controls, is controlled by, or is under common control
with Manager or Service Provider, as the case may be, and the officers,
employees, partners and venturers of such entity. Neither Manager nor Service
Provider shall enter into any contract or other arrangement for the provision of
services or materials to or in connection with the Center with any Affiliate of
Manager or Service Provider except for services provided on customary terms and
at competitive rates of compensation which prevail in the marketplace with
unrelated third parties; provided that prior to entering any such contract or
arrangement the Manager or Service Provider shall provide to the Class B Member
(as defined in the Parent LLC Agreement) a copy of the contract or arrangement.

     Section 4.9 Legal Action. Manager shall, on behalf of and at the cost of
Owner, institute through competent counsel all necessary legal action or
proceedings for the collection of rent or other income from the Center, or for
the ousting or dispossessing of tenants or other persons therefrom, and for all
other matters requiring legal attention, and shall promptly notify Owner of the
institution of all such actions (unless the action is routine). In addition,
Manager shall promptly notify Owner of any lawsuit or threat thereof involving
or affecting the Center of which Manager receives actual knowledge and provide
Owner with copies of any notice thereof, including any notice of default
received by Manager. Manager shall be authorized when expedient to settle,
compromise and release such actions or suits or reinstate tenancies, provided
Manager shall obtain Owner's prior written approval if any portion of total
rentals under a lease are to be forgiven or if Owner would be incurring or
assuming additional liabilities or paying any fine; provided, however, that
Owner's prior written approval shall not be required for, and Manager shall have
authority to settle matters involving disputed amounts or forgive rents of
$25,000 or less. Whenever the services of an attorney or legal assistant are
reasonably deemed necessary by Manager, Manager may retain outside attorneys or
legal assistants or may use the services of in-house attorneys or legal


                                       11


assistants on Manager's staff, or on the staff of any company affiliated or
associated with Manager. The retention or use of any such outside or in-house
attorneys or legal assistants shall be at Owner's sole cost and expense.
Notwithstanding anything to the contrary contained herein, in the event of any
litigation between the parties respecting the matters covered by this Agreement,
the prevailing party shall be entitled to recover its reasonable attorney's fees
incurred therein as part of any judgment rendered therein, as provided in
Section 8.9 below.

     Section 4.10 Sale, Financing or Refinancing of the Center. Cooperate with
and assist Owner from time to time in any attempt(s) by Owner to sell, finance
or refinance the Center. Such cooperation shall not entitle Manager to any
additional compensation, and Manager shall not be deemed to be acting as a
broker unless Owner and Manager enter into a separate written agreement for
engaging Manager as broker with respect to the Center. Such cooperation shall
include, without limitation, answering prospective purchaser's and lender's
questions about the Center, preparing and certifying rent rolls (to the extent
Manager is provided complete legal documentation), photocopying and compiling
project information for any prospective purchaser or lender, notifying tenants
about the sale of the Center, furnishing and calculating proration and
adjustment information to complete any closing statement and obtaining estoppel
certificates and other documents from all tenants of the Center in the form
required by the prospective purchaser or lender. If Owner executes a listing
agreement with a broker (other than Manager) for the sale or other disposition
of all or any portion of the Center, Manager shall cooperate with such broker at
no expense to Manager; provided, however, such broker's activities shall be
carried on without interference with tenants and occupants. Manager will permit
the broker to exhibit the Center during reasonable business hours and will, if
appropriate, accompany the broker on tours of the Center. Manager's work with
respect to such outside broker shall be without compensation except as
authorized by Owner subject, however, to reimbursement for reasonable
out-of-pocket expenses incurred by Manager. Manager shall refer to Owner all
inquiries and offers to purchase the Center.

     Section 4.11 Tenant Requests. Manager shall receive and respond to
complaints and requests of tenants and parties to reciprocal easement
agreements. Records shall be maintained showing the action taken with respect to
each complaint or request. Upon request, copies of all complaints and requests
by tenants shall be provided to Owner. In addition, complaints or requests of a
material nature shall, after investigation of such complaints by Manager, be
reported in writing by Manager to Owner. Manager shall include in such written
report to Owner all relevant details and appropriate recommendations.

     Section 4.12 Impounds and Capital Reserves. In the event that under the
terms or provisions of any mortgage or deed of trust to which the Center is
subject, the mortgagor or trustor is required to deposit in installments an
amount against or based upon taxes, insurance premiums or other sums, then
Manager shall make such deposits to the extent Owner provides the funds therefor
and notice of such requirements.

     Section 4.13 Notice of Casualty, Condemnation and Violations. Manager shall
notify Owner immediately of any known fire, accident or other casualty,
condemnation proceedings, rezoning or other governmental order, lawsuit or
threat thereof involving the Center, and of the receipt of any notice of
violations relative to the leasing, use, repair and maintenance of the Center
under governmental rules, regulations, ordinances or like provisions.


                                       12


     Section 4.14 Owner Agreements. If Owner directs, Manager shall pay when due
(i) all debt service and other amounts due under any mortgages which encumber
the Center or any part thereof, and give Owner notice of the making of each
payment and (ii) all rent and other charges payable under any ground lease of
land included in the Center under which Owner is tenant. Manager shall cause the
requirements on the part of Owner under all such mortgages and ground leases of
space in the Center, all ground leases and reciprocal easement agreements with
department stores and all other agreements affecting or relating to Manager to
be carried out and complied with in all material respects, but only to the
extent that such requirements are at the time reasonably capable of being
carried out by Manager and complied with and Manager has available the necessary
funds therefor from collections from the Center or advances by Owner. Manager
shall promptly notify Owner of any default under any such mortgage, lease,
reciprocal easement or other agreement on the part of Owner, the tenant or other
party thereto of which Manager becomes aware. Manager shall use commercially
reasonable good faith efforts to require compliance with the requirements of
mortgages, leases of space in the Center, ground lease, reciprocal easement
agreements, operating agreements and all other agreements affecting or relating
to the Center which are known or made known to Manager on the part of tenants,
department stores and other parties thereof and enforce compliance with the
rules and regulations and other standards adopted by the Owner from time to
time. Manager shall timely prepare any statements that Owner is required to
submit under the terms of any mortgages, ground leases, reciprocal easement
agreements and leases.

                                    SECTION V
                                    ---------

                               BEARING OF EXPENSES
                               -------------------

     Section 5.1 Manager shall pay all expenses of operating the Center from the
Center Disbursement Account in such amounts as are necessary within the scope of
the authority granted to Manager under Section 2.1 of this Agreement or
according to the then current Approved Annual Budget.

     Section 5.2 If the funds on deposit in the Center Disbursement Account are
insufficient to cover the amounts which are necessary according to the then
current Approved Annual Budget to pay the operating expenses for such month,
Manager shall promptly notify Owner, and Owner shall promptly make up such
negative cash flow by depositing an amount equal to the deficit in the Center
Disbursement Account. Manager shall not be obligated to advance Manager's own
funds on behalf of Owner. If Manager makes any such advance from Manager's own
funds at the request of Owner, Owner shall, on demand of Manager, reimburse
Manager for any such advance plus interest thereon at the rate per annum
publicly announced by the depository holding such Center Disbursement Account as
its base or prime rate from the date of such advance to, but not including, the
date of such reimbursement.

     Section 5.3 Manager shall use the funds on deposit on the Center
Disbursement Account to pay when due the following items in the following order
of priority:

          5.3.1 all real estate taxes as and when they become due, and, in any
event, before the date on which interest and/or any penalty becomes payable with
respect thereto and, if directed by Owner, insurance premiums as and when they


                                       13


become due and payable with respect to the Center. The provisions of this clause
5.3.1 shall not apply with respect to such tax and insurance payments as are
required to be made directly by a tenant under a Lease; provided, however, that
Manager shall nonetheless be obligated to make such payments in the event
Manager obtains knowledge of such tenant's failure to timely make such payments;

          5.3.2 all utility charges as and when they become due and payable with
respect to the Center. The provisions of this clause 5.3.2 shall not apply with
respect to such utility payments as are required to be made directly by a tenant
under a Lease, provided, however, that Manager shall nonetheless be obligated to
make such payments in the event of such tenant's failure to timely make such
payments.

          5.3.3 all payments to any lenders at the Center;

          5.3.4 all proper charges due and payable under any contracts relating
to the Center;

          5.3.5 all amounts necessary to purchase supplies, tools, uniforms and
other materials necessary for the proper maintenance and operation of the
Center;

          5.3.6 all other fees, costs and expenses payable pursuant to this
Agreement, including, but not limited to the fees and reimbursements due Manager
hereunder; and

          5.3.7 monthly, the balance in excess of reasonably required reserves,
to Owner.

     Section 5.4 Manager shall advise the Owner (i) of any information received
by Manager with respect to any actual or proposed material increase in real
estate taxes, (ii) whether in its reasonable opinion the amount of taxes should
be challenged, and (iii) the means available for obtaining a reduction of same,
together with its recommendations as to the course of action to be pursued.

                                   SECTION VI
                                   ----------

                                  COMPENSATION
                                  ------------

     Section 6.1 Management Fees. Manager shall be entitled to receive a monthly
management fee ("Management Fee") equal to three and one-half percent (3.5%) of
Total Gross Income (as hereinafter defined) from the Center. Fees for any
partial calendar months shall be prorated on a per diem basis. The term "Total
Gross Income" as used herein shall mean the gross amount of all rents payable by
tenants at the Center under their leases for base, fixed or minimum rent,
percentage or overage rent and including reimbursements for CAM, insurance, real
estate taxes and other reimbursable expenses due under their leases. The monthly
Management Fee shall be calculated and paid on an accrual accounting basis
provided, however, that Manager shall be required to deliver to Owner each
quarter a reconciliation (accrual basis to cash basis) of rents payable by


                                       14


tenants and rents actually received and the monthly Management Fees paid to
Manager for such quarter shall be adjusted accordingly. Total Gross Income shall
not include security deposits (until applied to a tenant's rental obligations),
payments made in respect of any loan advanced by Owner to any tenant, interest
or investment income, insurance proceeds, tax refunds, condemnation awards,
utilities and service charges payable to third parties by tenants, dividends on
insurance policies and proceeds of sale or refinancing or any other capital
event or any tax or operating expense reimbursement. Such fees shall be paid on
or before the fifth day of each calendar month with respect to Total Gross
Income for the preceding month.

     Section 6.2 Leasing Commissions and Other Compensation.

          6.2.1 Leasing Commissions. Service Provider shall be entitled to
receive commissions for all leases, renewals, extensions, expansions and
relocations executed with tenants for the Center, and other compensation, in
accordance with the schedule attached as Exhibit B hereto and as further
described therein.

          6.2.2 Other Compensation.

          (a) Tenant Coordination Services. For services which Manager performs
     in connection with expediting the design process and construction process
     and/or the completion of tenant finish work (an "Oversight Transaction"),
     Manager shall receive an additional fee or compensation in accordance with
     the schedule attached as Exhibit B hereto and as further described therein.

          (b) Acquisition Fee. Manager shall be paid an acquisition fee equal to
     75 basis points of the purchase price paid by Owner for the Center at the
     time of the closing on the acquisition of the Center by Owner.

          (c) Asset Management Fee. Manager shall receive an asset management
     fee equal to 75 basis points of the Total Gross Income collected by Manager
     for each calendar year payable monthly within thirty (30) days following
     the end of each month. The asset management fee shall be calculated and
     paid on an accrual accounting basis provided, however, that Manager shall
     be required to deliver to Owner each quarter a reconciliation (accrual
     basis to cash basis) of rents payable by tenants and rents actually
     received and the monthly asset management fees paid to Manager for such
     quarter shall be adjusted accordingly.

     Section 6.3 Manager's Office. Owner shall provide a reasonable and
appropriate space within the Center, rent-free, to serve as Manager's on-site
office, shall fully furnish and equip the same, and shall pay all direct costs
of operating said on-site office, including, without limitation, utilities,
telephone and office supplies.

     Section 6.4 Payments and Reimbursements. Manager may pay directly out of
the Center Disbursement Account, or Manager shall be entitled to receive
reimbursement (which it may withdraw from the Center Disbursement Account) for
the fees and commissions earned pursuant to this Section VI.


                                       15


     Section 6.5 No Other Compensation. Service Provider and/or Manager shall
receive no compensation or reimbursement of any kind or nature for or during the
Term for services performed under this Agreement, except as provided in this
Agreement.

                                   SECTION VII
                                   -----------

                                   TERMINATION
                                   -----------

     Section 7.1 Termination by Owner. Owner may terminate this Agreement for
cause by written notice to Manager at any time. As used herein, "for cause"
shall mean the occurrence of any one or more of the following:

          7.1.1 Acts of Manager. If Manager or any of its directors, officers or
employees commit any gross negligence, willful misconduct, fraud or malfeasance
or if Manager is convicted of any crime.

          7.1.2 Default. The failure by Manager to perform any of its
obligations hereunder if such failure shall not have been cured by Manager (a)
within ten (10) days after written notice thereof in the case of a monetary
default and (b) within thirty (30) days after written notice thereof in the case
of a non-monetary default (or, if the non-monetary default in question is
curable but is of such nature that it cannot reasonably be completely cured
within such 30-day period, such longer period, not to exceed sixty (60)
additional days, as may reasonably be necessary provided that Manager, after
receiving such notice, promptly commences to cure such default and thereafter
proceeds with reasonable diligence to complete the curing thereof; provided,
however, that if the performance of Manager's obligations requires that repairs
or similar work be completed at the Center and, despite Manager's reasonable
diligent efforts, such work cannot be completed within such additional 60-day
period, such 60-day period may be further extended as is reasonably necessary
for Manager to complete such work, as long as Manager continues to proceed with
reasonable diligence to perform same and provides Owner with periodic updates
until such work is completed).

          7.1.3 Bankruptcy. The occurrence of any of the following by, against
or with respect to Manager:

               (a) The commencement of a case under Title 11 of the U.S. Code,
as now constituted or hereafter amended, or under any other applicable federal
or state bankruptcy law or other similar law (which, in the case of an
involuntary proceeding, is not dismissed within 60 days after such
commencement);

               (b) An assignment for the benefit of creditors;

               (c) The appointment pursuant to any judicial proceeding of a
trustee or receiver to take possession of all or a major portion of Manager's
property, which possession is not restored to Manager within sixty (60) days
after such appointment;


                                       16


               (d) An attachment, execution or other judicial seizure of all or
a major portion of the property of Manager (where such seizure is not discharged
within 60 days after the date the same is effected); or

               (e) In any legal proceeding, the adjudication or stipulation of
insolvency or inability to pay debts as and when they come due.

          7.1.4 Casualty or Condemnation. Owner permanently discontinues the
operation of the Center on account of damage to or destruction of, or a taking
by (or sale under threat of) eminent domain of a substantial part of the Center.

          7.1.5 Sale of Center. If Owner shall sell the Center or, if Parent
shall sell its equity interests of Owner or [________________] REIT, LLC, a
Delaware limited liability company, to an unaffiliated third party, such
termination to be effective upon the occurrence of the closing of such sale. Any
such termination shall not release Manager from the obligations and liabilities
specified in Section 7.3.2.

          7.1.6 Change in Manager or in Manager's Ownership Interest. A material
change in control or ownership of the Manager or Manager's parent entity,
Glimcher Realty Trust, shall occur (defined as (i) any change in the ownership
of Manager whereby Glimcher Realty Trust either shall cease to own a majority of
the economic interests in Manager or shall cease to control the sole general
partner of Manager, (ii) any change in the identity of the owners of the general
partnership interests in the Manager, (iii) any change in the membership of
Glimcher Realty Trust's board of directors which results in the board members as
of any date after the Effective Date constituting less than fifty percent (50%)
of the total board members at any time during the one (1) year period following
such date, (iv) the acquisition of more than twenty-five percent (25%) of the
capital stock of Glimcher Realty Trust by any person or "group" (within the
meaning of Rules 13d-3 and 13d-5 of the Securities Exchange Act of 1934, as
amended) or (v) if Manager or any affiliate of Manager shall cease to have an
equity interest in Parent). Any such termination shall not release Manager from
the obligations and liabilities specified in Section 7.3.2.

          7.1.7 Occurrence of Cause. The occurrence of Cause (as defined in the
Parent LLC Agreement).

     Section 7.2 Termination by Manager. If Owner shall default in any material
respect in performing any of its obligations under this Agreement and such
default shall not be cured within thirty (30) days after written notice thereof
is given by Manager to Owner (or, if the default in question is curable but is
of such nature that it cannot reasonably be completely cured within such 30-day
period, such longer period, not to exceed thirty (30) additional days, as may
reasonably be necessary provided that Owner, after receiving such notice,
promptly commences to cure such default and thereafter proceeds with reasonable
diligence to complete the curing thereof), Manager shall have the right to
cancel this Agreement by written notice to Owner of its election so to do which
cancellation shall be effective upon thirty (30) days of the service of such
written notice; provided, that such default is not caused by the actions of
Manager. Such cancellation shall not release the indemnities of Owner under this
Agreement and shall not terminate any liability or obligation of Owner to
Manager for any payment, reimbursement, or other sum or money then due and
payable to Manager hereunder.


                                       17


     Section 7.3 Effect of Termination. Termination of this Agreement shall
terminate all rights and obligations of the parties hereunder (but such
termination shall not affect the rights and obligations of the parties arising
during or relating to the period prior to the date of such termination, or
otherwise expressly provided to survive such termination under this Agreement
(including the obligation to pay Leasing Fees for leases signed after
termination of this Agreement, if payable in accordance with Exhibit B), and
shall not prejudice the rights of either party against the other for any prior
breach of this Agreement, except as expressly provided to the contrary herein).
Without limitation on the generality of the foregoing:

          7.3.1 Termination of this Agreement shall terminate any and all rights
of Manager to act in such capacity on behalf of or with respect to the Center
(and Manager shall, if Owner so requests, execute a notice to third parties that
such rights of Manager have been so terminated).

          7.3.2 Owner's termination of this Agreement shall be Owner's sole
remedy in the event that Manager defaults hereunder, provided: (a) Manager shall
remain liable for any conduct that is grossly negligent, or otherwise tortious
and (b) Manager's indemnity obligations under Sections 8.5 and 8.6 shall survive
as to matters occurring prior to termination hereof.

          7.3.3 Manager shall be required to continue to perform its obligations
under this Agreement pending the payment of any undisputed amounts due to
Manager and the resolution of any dispute arising out of or relating to this
Agreement and Owner will not withhold any payment due Manager without a good
faith basis for doing so.

     Section 7.4 Final Accounting. Upon the termination of this Agreement
(whether upon expiration of the Term or an earlier termination as herein
provided), Manager shall forthwith provide or deliver to Owner: (a) a final
accounting with respect to the Center; (b) all monies of Owner held or
controlled by Manager with respect to the Center which Manager is not entitled
by this Agreement to disburse to itself; (c) as received, any monies due Owner
under this Agreement with respect to the Center, but received by Manager after
such termination; (d) all materials, supplies, keys, contracts, leases,
documents, accounting papers, books and records (other than those relating to
Manager's own business and affairs) possessed by Manager with respect to the
Center, and (e) a duly executed and acknowledged assignment of all rights
Manager may have as Manager in and to any existing contracts relating to the
operation and maintenance of the Center, and Owner shall assume and agree to
hold Manager harmless from all of Manager's obligations thereunder, except to
the extent that the existence thereof is or Manager's operation thereunder was
contrary to any provision of this Agreement. Manager shall cooperate with Owner
and any new manager selected by Owner to manage and lease the Center by promptly
responding to all reasonable requests from Owner for information or
documentation in connection with Manager's management of the Center pursuant to
this Agreement.


                                       18


                                  SECTION VIII
                                  ------------

                                  MISCELLANEOUS
                                  -------------

     Section 8.1 No Joint Venture. This Agreement shall not be construed as
effecting a partnership or joint venture between Owner and Manager and/or
Service Provider. In executing any leases, contracts or other documents or
agreements on behalf of Owner pursuant to this Agreement, Manager or Service
Provider, as the case may be, shall disclose Owner's name and set it forth as
party-in-interest, and shall sign in the capacity as Owner's agent.

     Section 8.2 Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and assigns, provided that Manager and/or Service Provider shall not be entitled
to assign this Agreement without the prior written consent of Owner.

     Section 8.3 Insurance and Waiver of Subrogation. Owner shall maintain as an
expense of the Center insurance for the Center in form and amount as determined
by Owner in Owner's discretion. Alternatively, if requested by Owner, Manager
shall obtain insurance for the Center, in form and amount as determined by Owner
in Owner's discretion, which insurance shall be an expense of the Center.
Manager and Service Provider shall each maintain, as an expense of the Center,
workers' compensation insurance in amounts required or permitted by statute and
employers' liability insurance in, the amount of at least $500,000 per
occurrence (if on-site workers will be on Manager's or Service Provider's or
their respective Affiliate's payroll), comprehensive automobile liability
insurance in an amount not less than $5,000,000, commercial liability insurance
of not less than $5,000,000, and such other insurance, if any, as Manager or
Service Provider deems reasonable and appropriate. Manager and Service Provider
shall each provide certificates evidencing such coverages which certificates
shall provide that such insurance cannot be cancelled, non-renewed or reduced
without thirty (30) days prior written notice to Owner. Owner and Manager waive
any right to recover against each other for claims covered by their respective
policies of insurance and Owner and Service Provider waive any right to recover
against each other for claims covered by their respective policies of insurance.
This provision is intended to waive fully, and for the benefit of Owner and
Manager and/or Owner and Service Provider, as the case may be, any rights and/or
claims which might give rise to a right of subrogation in favor of any insurance
carrier.

     Section 8.4 Owner Indemnity. Owner shall defend, indemnify and hold
Manager, Service Provider and their respective Affiliates harmless from and
against any and all losses, liabilities, damages, claims, actions, demands,
judgments, orders, fines, penalties, back-pay awards, costs and expenses
(including, without limitation, court costs and experts' and reasonable
attorneys' fees) arising out of or in connection with any claim or legal action
or proceeding by third parties which Manager shall incur or suffer and which
relates to this Agreement or the performance by Manager and Service Provider of
their respective obligations and duties hereunder, and Owner hereby waives all
claims against Manager and Service Provider in connection therewith, except that
such indemnification and waiver shall not apply in the case of acts or omissions
of Manager or Service Provider or its Affiliates constituting gross negligence,
fraud, breach of fiduciary duty, willful, reckless or criminal misconduct, or a
material breach of this Agreement (provided that such breach was not caused by
Owner or by events beyond the reasonable control of Manager). The foregoing


                                       19


indemnification shall not apply to the extent that there are unreimbursed
damages due to Manager's or Service Provider's failure to maintain the insurance
required to be maintained by Manager or Service Provider pursuant to this
Agreement if the matter in question is covered by insurance covering Manager or
Service Provider, as the case may be, or their respective Affiliates.

     Section 8.5 Indemnity.

          8.5.1 Manager Indemnity. Manager shall defend, indemnify and hold
Owner harmless from and against any and all losses, liabilities, damages,
claims, actions, demands, judgments, orders, fines, penalties, back-pay awards,
costs and expenses (including, without limitation, court costs and experts' and
attorneys' fees) arising out of or resulting from, directly or indirectly, any
act or omission of Manager or any of its agents, officers, employees or
representatives constituting gross negligence, fraud, breach of fiduciary duty,
willful, reckless or criminal misconduct, or a material breach of this Agreement
(provided that such breach was not caused by Owner or by events beyond the
reasonable control of Manager) and Manager hereby waives all claims against
Owner in connection therewith.

          8.5.2 Service Provider Indemnity. Service Provider shall defend,
indemnify and hold Owner harmless from and against any and all losses,
liabilities, damages, claims, actions, demands, judgments, orders, fines,
penalties, back-pay awards, costs and expenses (including, without limitation,
court costs and experts' and attorneys' fees) arising out of or resulting from,
directly or indirectly, any act or omission of Service Provider or any of its
agents, officers, employees or representatives constituting gross negligence,
fraud, breach of fiduciary duty, willful, reckless or criminal misconduct, or a
material breach of this Agreement (provided that such breach was not caused by
Owner or by events beyond the reasonable control of Manager) and Service
Provider hereby waives all claims against Owner in connection therewith.

     Section 8.6 Waiver of Mechanics' Liens. Manager and Service Provider hereby
waive any and all mechanics' or materialmen's liens and rights to assert such
liens which it may or hereafter have against the Center for any services, work,
labor or materials to be performed or furnished by it pursuant to this Agreement
or any compensation owed to it under this Agreement. This lien waiver is and
shall be self-operative and no further instrument of waiver shall be required to
effectuate the provisions hereof. Nevertheless, Manager and Service Provider
hereby agree to execute, seal and deliver such further lien waivers and
assurances as may be requested by Owner or as may be necessary or appropriate to
permit Owner to obtain satisfactory title insurance endorsements for the Center
and affirmative coverage against mechanics' and materialmen's liens for the
services, labor, materials or other work performed hereunder by Manager or
Service Provider or any of the agents and representatives of Manager or Service
Provider.

     Section 8.7 Subordination. This Agreement shall be subordinate to any
financing placed on the Center, including any construction loans and any other
financing or refinancing, and Manager will execute the form of consent and
subordination agreement reasonably requested by any applicable lender.


                                       20


     Section 8.8 Violations of Laws: Environmental Liabilities. If either Owner
or Manager becomes aware of any "Violations of Laws" or of any "Environmental
Liabilities" (as such terms are defined below) relating to the Center, each
shall promptly advise the other party. Owner represents and warrants that, to
the best of its knowledge the Center is not subject to any Violations of Laws,
and to the best of its knowledge after reasonable investigation the Center is
not subject to any Environmental Liabilities, except those which Owner has
disclosed in writing to Manager. "Laws" herein shall mean all federal, state,
county and local governmental or municipal laws, ordinances, regulations,
judgments, orders, rules and other such requirements, decisions by courts in
cases where such decisions are binding precedents in the state in which the
Center is located, and decisions of federal courts applying the Laws of such
state, at the time in question, including but not limited to all "Environmental
Laws" (as defined below) and those pertaining to fair employment, fair credit
reporting, health, safety, building code, rent control, taxes, equal access or
fair housing, including, but not limited to, any law prohibiting, or making
illegal, discrimination on the basis of race, sex, creed, color, religion,
national origin, economic or governmentally subsidized status, or physical,
mental or other disability or condition, and any labor laws. "Environmental
Laws" herein shall mean the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended, 42 U.S.C. 9601, et seq.. Hazardous
Materials Transportation Act, 49 U.S.C. 1801, et seq., Resource Conservation and
Recovery Act of 1976, 42 U.S.C. 6901 et seq., Clean Air Act, 42 U.S.C. 7401 et
seq., Clean Water Act, 33 U.S.C. 1251, et seq., Safe Drinking Water Act, 14
U.S.C. 300t, et seq., Toxic Substances Control Act, 15 U.S.C. 2601, et seq.,
Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. 136 et seq., Atomic
Energy Act of 1954, 42 U.S.C. 2014 et seq., and any similar federal, state or
local Laws, and all regulations, guidelines, directives and other requirements
thereunder, all as may be amended or supplemented from time to time.
"Environmental Liabilities" herein shall mean any claims relating to the
presence of any Hazardous Substance or other conditions at the Center that are
subject to any Environmental Laws. The term "Hazardous Substance" for purposes
hereof shall mean any flammable, explosive, toxic, radioactive, biological,
corrosive or otherwise hazardous chemical, substance, liquid, gas, device, form
of energy, material or waste or component thereof including, without limitation,
all items now or hereafter listed, defined or regulated as a hazardous or toxic
chemical, substance, liquid, gas, device, form of energy, pathogen, material or
waste or component thereof by any federal, state or local governing body or
agency having jurisdiction. "Violations of Laws" herein shall mean all actual
and alleged violations of any Laws.

          8.8.1 Manager shall have authority, and shall reasonably seek, to
implement any programs respecting compliance with Laws or respecting
Environmental Liabilities established by Owner or Owner's expert consultants, at
Owner's expense and for such additional fees as the parties may mutually
approve, but Manager shall not be liable for any inadequacy of such programs.
Notwithstanding any other provision of this Agreement to the contrary, Manager
shall have no liability for conducting any environmental response activity,
including without limitation investigation and cleanup, unless Manager
specifically agrees in writing to conduct such response activity and Manager's
additional compensation for conducting such activity is set forth as part of
such agreement. At Manager's request, Owner shall promptly sign any manifests
indicating that Owner is the generator of any Hazardous Substances that must be
disposed of from the Center. Owner shall attend all meetings with regulatory
agencies concerning Environmental Liabilities affecting the Center, and Owner
shall be responsible for consulting with Manager in making all decisions
concerning responses to such regulatory agency activities.


                                       21


          8.8.2 Notwithstanding any other provisions of this Agreement to the
contrary, Manager shall have no liability to Owner or to any third party for
damages or any other remedy related to any Violations of Laws or Environmental
Liabilities except to the extent that Manager caused the Violations of Laws or
Environmental Liabilities by Manager's acts that were grossly negligent,
tortious or outside the scope of Manager's authority as provided herein. Without
limiting the generality of the foregoing, Manager shall have no liability for:
(a) Violations of Laws or Environmental Liabilities existing as of the date
hereof; (b) Violations of Laws or Environmental Liabilities to the extent caused
by Owner, by any predecessor or successor of Owner, by any tenant, or by any
other third party except to the extent Manager caused the Violation of Laws and
Environmental Liabilities by Manager's acts which were grossly negligent,
tortious or outside the scope of Manager's authority; or (c) Violations of Laws
or Environmental Liabilities associated with disposal of wastes or other
Hazardous Substances from the Center except to the extent Manager caused the
Violation of Laws and Environmental Liabilities by Manager's acts which were
grossly negligent, tortious or outside the scope of Manager's authority. Owner
agrees to defend, indemnify and hold harmless Manager and its Affiliates from
and against all losses, liabilities, damages, claims, demands, judgments,
orders, fines, penalties, costs and expenses, including without limitation court
costs and experts and attorneys' fees, related to all Violations of Laws and
Environmental Liabilities (including but not limited to experts and reasonable
attorneys' fees and other expenses in connection with any claim, investigation,
proceeding or suit involving a Violation of Laws or Environmental Liabilities
alleged to have been caused by Manager, Manager's Affiliates and/or Owner),
unless and to the extent Manager caused the Violations of Laws or Environmental
Liabilities by Manager's acts that were grossly negligent, tortious or outside
the scope of Manager's authority as provided herein (in which case, Manager
shall indemnify and hold Owner harmless).

     Section 8.9 Software. Any software provided by either party in connection
with this Agreement shall: (a) remain the property of such party, (b) be used
only in the manner authorized by such party from time to time, and (c) be
returned upon termination of this Agreement, or earlier as requested by such
party.

     Section 8.10 Limitation of Liability. None of the parties' shareholders,
officers, directors, members, employees, affiliates or agents shall have any
liability under or in connection with this Agreement or relating to the Center.
The parties agree that neither Manager nor Service Provider, on the one hand,
nor Owner, on the other hand, shall make any claim against the other for
consequential damages under or in connection with this Agreement or relating to
the Center, including without limitation claims for lost profits, lost business
opportunities or damage to reputation, and all such claims are hereby waived and
released. Owner's liability for any claims under or in connection with this
Agreement or relating to the Center shall be limited to Owner's interest in the
Center and no other assets of Owner shall be subject to levy, execution or other
process for the satisfaction or enforcement of any judgment.

     Section 8.11 Attorneys' Fees. If any party obtains a judgment against any
other party by reason of breach of this Agreement, a reasonable attorneys' fee,
as fixed by the court, shall be included in such judgment.


                                       22


     Section 8.12 No Waiver. Time is of the essence with respect to the
interpretation of the provisions of this Agreement. No waiver by any party of
any default by any other party or of any event, circumstance or condition
permitting a party to terminate this Agreement shall constitute a waiver of any
other default by such other party or of any other event, circumstance or
condition permitting such termination, whether of the same or of any other
nature or type and whether preceding, concurrent or succeeding; and no failure
on the part of any party to exercise any right it may have by the terms hereof
or by law upon a default by any other party and no delay in the exercise of such
right shall prevent the exercise thereof by the nondefaulting party at any time
when the other party may continue to be so in default, and no such failure or
delay and no waiver of default shall operate as a waiver of any other default,
or as a modification in any respect of the provisions of this Agreement. The
subsequent acceptance of any payment or performance pursuant to this Agreement
shall not constitute a waiver of any preceding default by a defaulting party or
of any preceding event, circumstance or condition permitting termination
hereunder, other than default in the payment of the particular payment or the
performance of the particular matter so accepted, regardless of the
nondefaulting party's knowledge of the preceding default or the preceding event,
circumstance or condition, at the time of accepting such payment or performance,
nor shall the nondefaulting party's acceptance of such payment or performance
after termination constitute a reinstatement, extension or renewal of this
Agreement or revocation of any notice or other act by the nondefaulting party.
No waiver of any provision of this Agreement shall be effective unless signed by
the party against whom the waiver is asserted.

     Section 8.13 Integration: Amendment. This Agreement, including the exhibits
attached hereto, constitutes the entire agreement between the parties hereto
relative to the subject matter hereof. Any prior negotiations, correspondence or
understandings relative to the subject matter hereof shall be deemed to be
merged in this Agreement. This Agreement may not be amended or modified except
in writing, executed by each of the parties hereto. Any amendment or
modification may be signed in counterparts, such that each photo-duplicate,
together with a complete set of signatures, shall constitute one and the same
agreement.

     Section 8.14 Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the state of California.

     Section 8.15 Severability. If any term or provision of this Agreement, or
the application thereof to any person or circumstance, shall to any extent be
held invalid or unenforceable by a court of competent jurisdiction, such result
shall not affect the other terms and provisions of this Agreement or
applications thereof which can be given effect without the relevant term,
provision or application, and to this end the parties agree that the provisions
of this Agreement are an shall be severable.

     Section 8.16 Notices. All notices and other communications provided for in
this Agreement shall be in writing and may be personally delivered or mailed by
recognized overnight courier service postage prepaid or by facsimile
transmission, provided that a copy of such notice is sent the same day for
delivery by overnight courier service, and addressed as follows:


                                       23


               (a)  If to Owner, to:

                         [________________], LLC
                         c/o Glimcher Properties Limited Partnership
                         150 East Gay Street
                         Columbus, Ohio 43215
                         Attn:  General Counsel
                         Facsimile:  (614) 621-8863


               (b)  If to Manager, to:

                         Glimcher Properties Limited Partnership
                         150 East Gay Street
                         Columbus, Ohio 43215
                         Attn:  General Counsel
                         Facsimile:  (614) 621-8863

               (c)  If to Service Provider, to:

                         Glimcher Development Corporation
                         150 East Gay Street
                         Columbus, Ohio 43215
                         Attn:  General Counsel
                         Facsimile:  (614) 621-8863

or to such other address as any party shall hereafter designate by notice to the
others as herein provided. Any notice, demand or request shall be effective upon
receipt.

     Section 8.17 Captions. The Section headings herein contained are for
purposes of identification only and shall not be considered in construing this
Agreement.

     Section 8.18 Inspection by Owner. Neither this Agreement nor anything
contained herein shall be deemed to limit Owner's right to enter upon or inspect
the Center or to perform any repair or maintenance or to do or perform any
matter or thing required of Manager or Service Provider hereunder in the event
of Manager's or Service Provider's failure to do so, and, without limitation of
Owner's other rights as owner of the Center, Owner shall have the right to do
any or all of the foregoing in the event of such failure.


                       [SIGNATURES CONTINUED ON NEXT PAGE]


                                       24


IN WITNESS WHEREOF, the parties have duly executed this Agreement on the day and
year first above written.

                      Owner: [________________], LLC,
                             a Delaware limited liability company

                             By: [________________] REIT, L.L.C., a Delaware
                                 limited liability company, its sole member

                                 By: GLIMCHER PROPERTIES LIMITED PARTNERSHIP,
                                     a Delaware limited partnership, as
                                     administering member of OG Retail Holding
                                     Co., LLC, a Delaware limited liability
                                     company

                                     By: GLIMCHER PROPERTIES CORPORATION, a
                                         Delaware corporation, its general
                                         partner

                                         By: _________________________
                                             Name:  George A. Schmidt
                                             Title:  Executive Vice President



                      Manager: GLIMCHER PROPERTIES LIMITED PARTNERSHIP,
                               a Delaware limited partnership

                               By: GLIMCHER PROPERTIES CORPORATION, a Delaware
                                   corporation, its general partner

                                   By: ________________________
                                       Name:  George A. Schmidt
                                       Title:   Executive Vice President

                      Services
                      Provider:  GLIMCHER DEVELOPMENT CORPORATION,
                                 a Delaware corporation

                                 By: __________________________
                                     Name:  George A. Schmidt
                                     Title:  Executive Vice President


                                       25


                                    EXHIBIT A
                                    ---------

                               REQUIRED REPORTING
                               ------------------

     
- --------------------------------------------------------------------------------------------------------------
                                                                            Monthly    Quarterly    Annually
- --------------------------------------------------------------------------------------------------------------
1.       Balance Sheet (1)                                                     X
- --------------------------------------------------------------------------------------------------------------
2.       Detailed General Ledger                                               X
- --------------------------------------------------------------------------------------------------------------
3.       Summary General Ledger                                                X
- --------------------------------------------------------------------------------------------------------------
4.       Cash Available for Distribution                                       X
- --------------------------------------------------------------------------------------------------------------
5.       Statement of Operations                                               X
- --------------------------------------------------------------------------------------------------------------
6.       Detailed Statement of Operations                                      X
- --------------------------------------------------------------------------------------------------------------
7.       Detailed Variance Report of Budget v. Actual by Account               X
- --------------------------------------------------------------------------------------------------------------
8.       Minimum Rental Income Actual v. Budget Variance Report                X
- --------------------------------------------------------------------------------------------------------------
9.       Accounts Receivable Aging                                             X
- --------------------------------------------------------------------------------------------------------------
10.      Copy of Cash Receipts Report                                          X
- --------------------------------------------------------------------------------------------------------------
11.      Copy of Check Disbursement (Payment Register)                         X
- --------------------------------------------------------------------------------------------------------------
12.      Depreciation and Amortization Schedules and Related Assets                        X
- --------------------------------------------------------------------------------------------------------------
13.      Accounts Payable Listing                                              X
- --------------------------------------------------------------------------------------------------------------
14.      Capital Expenditure Summary (2)                                                   X
- --------------------------------------------------------------------------------------------------------------
15.      Calculation of Management Fee and other fees payable to Manager       X
- --------------------------------------------------------------------------------------------------------------
16.      Rent roll (tenant roster) including minimum rent increases            X
- --------------------------------------------------------------------------------------------------------------
17.      Sales Category Reports (3)                                            X
- --------------------------------------------------------------------------------------------------------------
18.      Operating Analysis Report - narrative***                              X
- --------------------------------------------------------------------------------------------------------------
19.      Leasing Status report **                                              X
- --------------------------------------------------------------------------------------------------------------



20.      Reconciliation of bank accounts (with copies of all bank              X
         statements)
- --------------------------------------------------------------------------------------------------------------
21.      Payroll register for employees and expenses to be paid by Owner       X
- --------------------------------------------------------------------------------------------------------------
22.      Bad Debt Reserve analysis                                                         X
- --------------------------------------------------------------------------------------------------------------
23.      Detail of Partners' Contributions and Distributions*                              X
- --------------------------------------------------------------------------------------------------------------
24.      Lease Expiration Report by minimum rent and square   feet                         X
- --------------------------------------------------------------------------------------------------------------
25.      Occupancy Cost by tenant on Tenant Summary Report                     X
- --------------------------------------------------------------------------------------------------------------
26.      CAM and Real Estate Tax Billing Register*                                                     X
- --------------------------------------------------------------------------------------------------------------
27.      Debt Amortization Summary*                                                        X
- --------------------------------------------------------------------------------------------------------------
28.      Security Deposit Reconciliation*                                                  X
- --------------------------------------------------------------------------------------------------------------
29.      5 Year Future Minimum Rent Schedule and Capital Plan                                          X
- --------------------------------------------------------------------------------------------------------------



* to be forwarded upon request.

** Leasing Status Report shall identify leases by: (a) those with stores that
are open and operating; (b) those with signed leases but not yet opened; and (c)
those which are in negotiation but not yet executed. Such report shall reflect
such key terms and conditions as: (i) leaseable area; (ii) annual rent; (iii)
rent per sq. ft.; (iv) lease commencement date; (v) lease expiration date; (vi)
rental increases; (vii) breakpoints and breakpoint percentages; (viii) tenant
options, and (ix) tenant allowances.

*** Operating Analysis Report shall include a descriptive summary in narrative
form of the operations of the Center during the reporting period, highlighting
all significant occurrences and any anticipated problems.

(1) Include enough detail to identify straight line rents, adjustments for FAS
141 and FAS 150, amortization and depreciation.

(2) Include breakdown of Cap Ex, First Generation Tenant Allowances, second
Generation Tenant Allowances and leasing fees (both to third parties and to
Manager/Service Provider).

(3) Include all tenants open during current and previous year. Should be
summarized by tenant. ICSC merchandise class, etc.



                                    EXHIBIT B
                                    ---------


                              I. LEGAL LEASING FEES
                              ---------------------


     Legal Fees: To the extent that Service Provider utilizes in-house legal
staff to prepare and negotiate leases ("Legal Services"), Service Provider shall
charge Owner, and Owner shall pay for such Legal Services the fees as set forth
below:

     (a)  Leases for Major Tenants (defined as a lease exceeding 15,000 square
          feet): $0.75 per square foot;
     (b)  Leases for other tenants: $1.00 per square foot, with a minimum of
          $750 minimum;
     (c)  Out parcel sales or leases: $15,000 each;
     (d)  Lease prepared & negotiated, not resulting in fully executed lease:
          $750 per lease
     (e)  All actual out-of-pocket expenses incurred by Services Provider,
          including but not limited to, telephone and telefax charges, copying
          costs, reasonable travel expenses (including mileage, food and
          lodging), and postal and courier service charges;
     (f)  Other legal services performed by Service Provider shall be invoiced
          to and paid by Owner at an hourly rate comparable to that commonly
          charged for similar services rendered in the shopping center industry.

                             II. LEASING COMMISSIONS
                             -----------------------

1.   Commission Rates. Commissions shall be as follows:

     (a)  New in-line tenants with a minimum lease term of 5 years: $5.00 per
          square foot;
     (b)  Renewal of in-line tenants with a minimum lease term of 5 years: $3.50
          per square foot;
     (c)  New Major Tenants (defined as a tenant exceeding 15,000 square feet)
          with a minimum lease term of 5 years: $3.50 per square foot;
     (d)  Renewal lease of Major Tenants with minimum lease term of 5 years:
          $2.50 per square foot;
     (e)  For a new or renewal lease of in-line tenants or Major Tenants with a
          minimum term of less than 5 years, the fee shall be equal to the term
          of such lease divided by the product of 5 multiplied by the fees set
          forth above for in-line tenants or Major Tenants, as applicable. For
          example a new in-line tenant lease for a 3-year lease term entitles
          provider to a fee of $3.00 per square foot (3/5 of $5.00);
     (f)  Permanent kiosks (defined as a kiosk lease for a term of greater than
          13 months): $10,000 per lease;
     (g)  Temporary tenants & temporary kiosks - 20% of gross rents received;
     (h)  Other tenants - as is customary in the Los Angeles metropolitan area;
          and
     (i)  All leasing fees listed above will be subject to reduction by the
          amount (up to 50%) required to be paid to any outside broker or agent.



2.   Payment of Commissions. Except as otherwise set forth herein, one-half of
     the commission shall be paid on execution of the lease by both parties and
     one-half when tenant occupies the leased space and commences payment of
     rent.

3.   Lease Extensions Renewals or Relocations. No commission shall be payable if
     a lease is renewed pursuant to the exercise of an option in the lease to
     renew or extend the term. Notwithstanding the foregoing, in the event of a
     renewal of a lease which does not contain an option to extend or renew, the
     renewal commission set forth in Paragraph 1 hereof shall be payable in full
     upon full execution, by Owner and tenant, of the new lease or lease
     amendment confirming the terms of the renewed lease.

4.   Documents Entered After Termination. Within ten (10) days after termination
     of this Agreement, Manager shall submit a written list of parties: (a) to
     whom Manager has presented a written proposal prior to termination of the
     Agreement, or (b) who have expressed an interest in the Center in writing
     prior to termination of this Agreement. If Owner or its representative
     shall enter a transaction or commence negotiations with any such party
     respecting the Center within 180 days after this Agreement has been
     terminated, Manager shall be entitled to a commission on the terms
     described above when the transaction closes.



                     III TENANT COORDINATION SERVICES FEES:
                     --------------------------------------

     (a)  For services in connection with expediting the design process and
          construction process and/or the completion of tenant finish work (an
          "Oversight Transaction"), a fee equal to $2,100.00 per Oversight
          Transaction relating to a lease other than for a restaurant or food
          service operation; and

     (b)  An Oversight Transaction fee equal to $2,750.00 per Oversight
          Transaction relating to a lease for a restaurant or food service
          operation.


                                        2


                                    EXHIBIT B


                     Initial Annual Budget and Business Plan
                     ---------------------------------------




                                                                       EXHIBIT C
                  Form of Level 1 Subsidiary Limited Liability Company Agreement






                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                          [________________] REIT, LLC



ARTICLE I  DEFINITIONS AND RULES OF CONSTRUCTION                               1

1.01.    Definitions...........................................................1

1.02.    Rules of Construction.................................................6


ARTICLE II  FORMATION                                                          6

2.01.    Formation.............................................................6

2.02.    Name..................................................................6

2.03.    Mailing Address and Place of Business.................................6

2.04.    Registered Office.....................................................6

2.05.    Term..................................................................7


ARTICLE III  PURPOSE AND BUSINESS                                              7

3.01.    Business..............................................................7

3.02.    Authorized Activities.................................................7

3.03.    Title to REIT Property................................................8

3.04.    Investment Policies...................................................8


ARTICLE IV  THE MEMBERSHIP INTERESTS AND CAPITAL                               9

4.01.    Classes of Interests..................................................9

4.02.    Membership Units......................................................9

4.03.    Capital Contributions by Class A Members.............................10


ARTICLE V  DISTRIBUTIONS TO MEMBERS                                           10

5.01.    Distributions........................................................10

5.02.    Consent Dividends....................................................11


ARTICLE VI  RIGHTS AND OBLIGATIONS OF THE BOARD OF DIRECTORS                  11

6.01.    Management...........................................................11

6.02.    Authority............................................................11

6.03.    Liability for Acts and Omissions.....................................12

6.04.    Board of Directors...................................................15

6.05.    Other Activities.....................................................17


                                       ii


ARTICLE VII  RIGHTS AND OBLIGATIONS OF MEMBERS                                17

7.01.    Management of the REIT...............................................17

7.02.    Limitation on Liability..............................................17

7.03.    Power of Attorney....................................................17

7.04.    Waiver of Action for Partition; Waiver of Fiduciary Duty.............18

7.05.    Confidentiality......................................................19


ARTICLE VIII  TRANSFER OF INTERESTS                                           19

8.01.    Transfers............................................................19

8.02.    Involuntary Withdrawal by Members....................................20


ARTICLE IX  DISSOLUTION AND LIQUIDATION                                       20

9.01.    Dissolution..........................................................20

9.02.    Liquidation..........................................................20


ARTICLE X  ACCOUNTING AND REPORTS                                             21

10.01.   Books and Records....................................................21

10.02.   Safekeeping of Funds.................................................22


ARTICLE XI  AMENDMENTS AND MEETINGS                                           22

11.01.   Amendment Procedure..................................................22


ARTICLE XII  MISCELLANEOUS                                                    23

12.01.   Applicable Law.......................................................23

12.02.   Binding Agreement; Severability......................................23

12.03.   Entire Agreement.....................................................23

12.04.   Record of Members....................................................23

12.05.   No Bill for Company Accounting.......................................23

12.06.   Counterparts.........................................................23

12.07.   No Third Party Rights................................................23

12.08.   Services to the REIT.................................................24

12.09.   Notices..............................................................24

12.10.   Appointment of the Paying Agent......................................24


SCHEDULE A   CLASS A MEMBERS AND CLASS A MEMBERSHIP UNITS....................A-1


                                       iii


SCHEDULE B   CLASS B MEMBERS, CLASS B PREFERRED MEMBERSHIP UNITS AND
             CLASS B PERCENTAGE INTERESTS....................................B-1

EXHIBIT B-1  FORM OF CLASS A MEMBERSHIP UNIT CERTIFICATE...................B-1-1

EXHIBIT B-2  FORM OF CLASS B PREFERRED MEMBERSHIP UNIT CERTIFICATE.........B-2-1



                                       iv


                     LIMITED LIABILITY COMPANY AGREEMENT OF

                          [________________] REIT, LLC

     THIS LIMITED LIABILITY COMPANY AGREEMENT is made as of the __ day of
_____________, _____, by and among the Members. Each capitalized term utilized
herein shall have the meaning ascribed to such term in Article I hereof.

                                    RECITALS

     WHEREAS, [________________] REIT, LLC, a Delaware limited liability
company, was formed pursuant to a Certificate of Formation filed in the office
of the Secretary of State of the State of Delaware on [________________]; and

     WHEREAS, the Members, by execution of this Agreement and causing a
Certificate of Formation of the REIT to be filed in the Office of the Secretary
of State of the State of Delaware, hereby form the REIT as a limited liability
company pursuant to and in accordance with the Act (as hereinafter defined).

     NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto, intending to be legally bound hereby, agree as follows:

                                    ARTICLE I

                      DEFINITIONS AND RULES OF CONSTRUCTION
                      -------------------------------------

     1.01. Definitions. The following terms have the definitions hereinafter
indicated whenever used in this Agreement with initial capital letters:

     "Act" shall mean the Delaware Limited Liability Company Act, as it may be
amended from time to time or any successor statute.

     "Affiliate" shall mean with respect to any Person (i) any other Person that
directly or indirectly through one or more intermediaries controls or is
controlled by or is under common control with such Person, (ii) any other Person
owning or controlling ten percent (10%) or more of the outstanding voting
securities, of or other ownership interests in, such Person, (iii) any officer,
director, member or partner of such Person and/or (iv) if such Person is an
officer, director, member or partner, the company for which such Person acts in
any such capacity. For purposes of this definition, the term "control," when
used with respect to any Person, means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise, and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

     "Agreement" shall mean this Limited Liability Company Agreement, as it may
be amended from time to time.



     "Annual Budget" shall mean the annual budget for the REIT prepared by and
for the approval of the Board of Directors, prepared in the manner as provided
for the Partnership in Section 5.3 of the Partnership Agreement.

     "Approved Budget" shall mean, with respect to each Budget Year, the initial
Annual Budget and each subsequent Annual Budget for the Budget Year in question,
in each case as approved in accordance with the provisions hereof and as any of
the same may be amended from time to time in accordance with the provisions
hereof.

     "Available Receipts" shall mean the excess, if any, of (x) all cash or
other property received by the REIT (other than Capital Contributions) and not
yet distributed to the Members pursuant to Article V hereof over (y) any amounts
determined by the Board of Directors, in its discretion, to be necessary to pay
any REIT Expenses or to establish reserves therefor. In no event shall Available
Receipts exceed the amount legally available for distribution to the Members
under Delaware Law.

     "Bankruptcy" shall mean, with respect to the affected party, (i) the entry
of an Order for Relief under the Bankruptcy Code, (ii) the admission by such
party of its inability to pay its debts as they mature, (iii) the making by it
of an assignment for the benefit of creditors, (iv) the filing by it of a
petition in bankruptcy or a petition for relief under the Bankruptcy Code or any
other applicable federal or state bankruptcy or insolvency statute or any
similar law, (v) the expiration of sixty (60) days after the filing of an
involuntary petition under the Bankruptcy Code, (vi) an application by such
party for the appointment of a receiver for the assets of such party, (vii) an
involuntary petition seeking liquidation, reorganization, arrangement or
readjustment of its debts under any other federal or state insolvency law,
provided that the same shall not have been vacated, set aside or stayed within
such sixty-day period or (viii) the imposition of a judicial or statutory lien
on all or a substantial part of its assets unless such lien is discharged or
vacated or the enforcement thereof stayed within sixty (60) days after its
effective date.

     "Bankruptcy Code" shall mean Title 11 of the United States Code, as
amended.

     "Board of Directors" shall mean collectively those same individuals who
comprise the Management Committee of OG Retail Holding Co., LLC, as constituted
from time to time, when acting in their capacity as directors of the REIT (as
further set forth in Sections 6.02 and 6.04 herein).

     "Budget Year" shall mean the period beginning on the date hereof and ending
on December 31, 2006 and each successive calendar year thereafter, beginning on
January 1, 2007.

     "Business Day" shall mean any day on which banks located in Columbus, Ohio
are not required or authorized to close.

     "Business Plan" shall mean, for each Budget Year, the Approved Budget in
effect together with the annual strategic plan (including a leasing plan and
capital expenditure plan) in effect for the REIT for that Budget Year, prepared
in the manner provided for the Partnership in Section 5.3 of the Partnership


                                      -2-


Agreement. Each Business Plan shall include a comparison to the Underwriting
Plan for the applicable Property that was provided to the Class B Member,
measuring the positive or negative deviations from the underwriting.

     "Capital Contribution" shall mean, with respect to each Class A Member, the
total amount of cash contributed by such Class A Member to the REIT pursuant to
the terms of this Agreement.

     "Certificate" shall mean any one of (x) a Class A Interest Certificate or
(y) a Class B Interest Certificate, as applicable.

     "Class A Interest Certificate" shall mean a certificate evidencing Class A
Membership Units in the form attached hereto as Exhibit B-1.

     "Class A Interests" shall mean the Interests of the Class A Members in the
REIT relating to or derived from the Class A Membership Units.

     "Class A Member" shall mean OG Retail Holding Co., LLC.

     "Class A Membership Unit" shall mean a unit representing a fractional share
of the Class A Interests and entitling the holder thereof to a share of the
distributions in respect of the Class A Membership Units.

     "Class B Interest Certificate" shall mean a certificate evidencing Class B
Preferred Membership Units in the form attached hereto as Exhibit B-2.

     "Class B Interests" shall mean the Interests of the Class B Members in the
REIT relating to or derived from the Class B Preferred Membership Units.

     "Class B Member" shall mean any Member that holds Class B Preferred
Membership Units.

     "Class B Preferred Membership Unit" shall mean a unit, representing one (1)
of a total of one hundred twenty five (125) Class B Interests and entitling the
holder thereof to a share of the distributions in respect of the Class B
Preferred Membership Units.

     "Class B Percentage Interest" shall mean, as of any date and with respect
to any Class B Member, the percentage obtained when the number of Class B
Preferred Membership Units owned by such Class B Member on such date is divided
by the total number of Class B Preferred Membership Units issued and outstanding
on such date.

     "Code" shall mean the Internal Revenue Code of 1986, as amended, and any
successor statutory provisions.

     "Consent" shall mean either the written consent of the Board of Directors,
or the affirmative vote of such Board of Directors at a meeting duly called and
held pursuant to this Agreement, as the case may be, to do the act or thing for
which the Consent is solicited, or the act of granting such Consent, as the
context may require.


                                      -3-


     "Exchange Act" shall mean the U.S. Securities Exchange Act of 1934, as
amended, and all rules, rulings and regulations thereunder.

     "Excluded Liabilities" shall mean any liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, proceedings, costs, expenses or
disbursements of any kind or nature whatsoever (including all costs and expenses
of attorneys, defense, appeal and settlement of any and all suits, actions or
proceedings instituted or threatened against the REIT) and all costs of
investigation in connection therewith asserted against or incurred by the REIT
that result from the fraud, gross negligence or willful misconduct of the
applicable Member or any Indemnified Parties, or from any willful breach by the
applicable Member of its obligations set forth in this Agreement to the extent
such breach results in a material loss to the REIT.

     "Fiscal Year" shall mean the taxable year of the REIT which, except in the
case of a short taxable year, shall be the calendar year.

     "Indebtedness" shall mean with respect to any Person (i) all indebtedness
(whether secured or unsecured) of such Person for borrowed money or for the
deferred purchase price of property, goods or services, including reimbursement,
and all other obligations contingent or otherwise of such Person with respect to
surety bonds, letters of credit and bankers' acceptances, whether or not
matured, and hedges and other derivative contracts and financial instruments,
(ii) all obligations of such Person evidenced by notes, bonds, debentures, loan
agreements, reimbursement agreements or similar instruments (including senior,
mezzanine and junior borrowings, which may provide the lender with a
participation in profits), (iii) all indebtedness created or arising under any
conditional sale or other title retention agreement with respect to property
acquired by such Person (even though the rights and remedies of the seller or
lender under such agreement in the event of default are limited to repossession
or sale of such property), (iv) all capital lease obligations of such Person,
(v) all indebtedness referred to in clause (i), (ii), (iii), or (iv) above
secured by (or for which the holder of such Indebtedness has an existing right,
contingent or otherwise, to be secured by) any lien upon or in property
(including accounts and contract rights) owned by such Person, even though such
Person has not assumed or become liable for the payment of such Indebtedness,
and (vi) all Indebtedness of others guarantied by such Person or for which such
Person has otherwise assumed responsibility on, before or after the date such
Indebtedness is incurred.

     "Indemnified Parties" shall have the meaning specified in Section 6.03(a)
hereof.

     "Interest" shall mean the entire interest of a Member in the REIT at any
particular time, including the right of such Member to any and all benefits to
which such Member may be entitled as provided in this Agreement and in the Act,
together with the obligations of such Member to comply with all the terms and
provisions of this Agreement and of the Act. The Membership Units issued to a
Member represent the Interest owned by that Member.

     "Investment" shall mean any investment, whether in the form of debt, equity
or otherwise, in a corporation, partnership, trust, limited liability company or
other entity, or a group of assets purchased in a single transaction or group of
related transactions, or any other asset.


                                      -4-


     "Investment Company Act" shall mean the U.S. Investment Company Act of
1940, as amended.

     "IRS" shall mean the U.S. Internal Revenue Service, a branch of the U.S.
Treasury Department.

     "Liquidator" shall mean the Board of Directors.

     "Majority Decisions" shall mean the "Majority Decisions" listed in the
Partnership Agreement, as applied mutatis mutandis.

     "Member" shall mean any Person who is a member of the REIT, whether or not
such Person is identified on Schedule A or Schedule B hereof.

     "Membership Units" shall mean the Class A Membership Units and the Class B
Preferred Membership Units collectively.

     "Partnership" shall mean the limited liability company OG Retail Holding
Co., LLC.

     "Partnership Agreement" shall mean the Limited Liability Company Agreement
of OG Retail Holding Co., LLC, dated as of December 29, 2005.

     "Person" shall mean any individual, partnership, corporation, limited
liability company, trust or other entity.

     "Property" shall mean the property commonly known as the
[________________], located in the [________________], [________________], and
as more particularly described in the Partnership Agreement.

     "Regulations" shall mean the regulations of the U.S. Treasury Department
promulgated under the Code.

     "REIT" shall mean the limited liability company referred to herein, as such
limited liability company may from time to time be constituted.

     "REIT Expenses" shall mean all organizational expenses and all costs and
expenses of maintaining the operations of the REIT, determined for this purpose
on a cash basis, including taxes, fees and other governmental charges levied
against the REIT, insurance, indemnification obligations, administrative fees,
fees for property management and other services, audit costs and costs of
outside counsel, accountants and litigation, and amounts paid or reserved for
capital expenditures to the extent the retention of such amounts does not cause
the REIT to violate the provisions of Code Section 857.

     "Required Board Approval" shall mean, with respect to any Unanimous
Decision, the unanimous affirmative approval by all of the Board of Directors
and with respect to any Majority Decision, the affirmative approval of a
majority of the Board of Directors.


                                      -5-


     "Securities Act" shall mean the U.S. Securities Act of 1933, as amended,
and all rules, rulings and regulations thereunder.

     "Subsidiary" means [________________].

     "Transfer" shall mean a sale, assignment, transfer or other disposition, or
pledge, hypothecation or other encumbrance, of an Interest, whether voluntary or
involuntary.

     "Unanimous Decisions" shall mean the "Unanimous Decisions" listed in the
Partnership Agreement, as applied mutatis mutandis..

     1.02. Rules of Construction. All other defined terms used in this Agreement
shall have the respective meanings assigned to them in the Sections in which
they appear. For all purposes of this Agreement, except as expressly provided or
unless the context otherwise requires, the words "including," "includes,"
"include," and other words of similar import shall be deemed to be followed by
the phrase "without limitation." Except as expressly provided, in any case where
the Board of Directors is authorized or required to take an action or give an
approval in its discretion or its judgment, it may do so in its sole discretion
or sole judgment; provided that the foregoing shall not negate any obligation of
the Board of Directors to act in good faith. For all purposes of this Agreement,
a "creditor of the REIT" shall include any Person extending credit to the REIT
and any Person who is entitled to the benefit of a guaranty, indemnity or other
assurance of payment from the REIT. All terms defined in this Agreement in the
singular shall have comparable meanings when used in the plural, and vice versa,
unless otherwise specified herein. It is intended that the terms of this
Agreement be construed in accordance with their fair meanings and not against
any particular Person. All section headings in this Agreement are for
convenience of reference only and are not intended to qualify the meaning of any
section.

                                   ARTICLE II

                                    FORMATION
                                    ---------

     2.01. Formation. The REIT has been formed as a limited liability company
under the laws of the State of Delaware. The Board of Directors shall, and shall
be authorized to, take all necessary action required by law to maintain the REIT
as a limited liability company under the Act and in all other jurisdictions in
which the REIT may elect to conduct business.

     2.02. Name. The name of the REIT is "[________________] REIT, LLC," which
name may be changed by the Board of Directors after notice to the Members.

     2.03. Mailing Address and Place of Business. The mailing address of the
REIT shall be [________________], or such other address as the Board of
Directors may determine upon notice to the Members. The principal place of
business of the REIT shall be such place within the United States as the Board
of Directors may determine. The Board of Directors may change the location of
the REIT's principal office and may establish such additional offices of the
REIT as it may from time to time determine.

     2.04. Registered Office. The address of the registered office of the REIT
in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington,


                                      -6-


Delaware 19808, and the registered agent for service of process on the REIT in
the State of Delaware at such registered office is the Corporation Service
Company.

     2.05. Term. The REIT shall continue in full force and effect from the date
the Certificate of Formation was filed through the date of dissolution and
termination of the REIT as provided in Article IX hereof. At such time as the
REIT is terminated, a statement of cancellation shall be filed with the
appropriate governmental office of the State of Delaware, as required by law.

                                   ARTICLE III

                              PURPOSE AND BUSINESS
                              --------------------

     3.01. Business.

     (a) The sole purpose of the REIT is the acquisition, holding, pledging,
disposing of and otherwise dealing with the Property, whether directly or
indirectly through the Subsidiary, and all matters relating or incidental
thereto.

     (b) The REIT may engage in any other activities permitted by law and
related or incidental to those referred to in this Section 3.01, including
making temporary investments pursuant to Section 3.02(l) hereof.

     3.02. Authorized Activities. In carrying out the purposes of this
Agreement, but subject to all other provisions of the Partnership Agreement,
this Agreement and applicable law, the REIT is and shall be permitted, empowered
and authorized to engage in, take and carry out any and all of the following
activities as the Board of Directors shall from time to time expressly delegate
in its sole discretion:

     (a) to acquire, whether directly or indirectly through the Subsidiary,
invest in, manage, improve, hold, maintain, operate, lease, finance, mortgage,
pledge, hypothecate, foreclose upon, restructure and otherwise deal in or with
the Property and the proceeds thereof, and to sell, transfer or otherwise
dispose of the Property and the proceeds thereof;

     (b) to give guaranties or indemnities of other Persons' obligations,
including for the purpose of acquiring, disposing of, refinancing, operating and
otherwise dealing with the Property;

     (c) to enter into, perform and carry out contracts of any kind necessary or
incidental to the accomplishment of the purposes of the REIT, including causing
the Subsidiary to enter into a property management agreement with an Affiliate
of the Class A Member;

     (d) to bring, sue, prosecute, defend, settle or compromise actions at law
or in equity related to the purposes of the REIT;

     (e) to purchase, redeem, cancel or otherwise retire or dispose of the
Interest of any Member pursuant to the express provisions of this Agreement;


                                      -7-


     (f) to execute and deliver all documents in connection with the sale of
Interests;

     (g) to incur and pay fees, costs and expenses (including, but not limited
to, REIT Expenses) of any type or nature necessary, convenient or incidental to
the accomplishment of the purposes of the REIT;

     (h) to maintain for the conduct of REIT affairs one or more offices and in
connection therewith to rent or acquire office space, engage personnel, whether
part-time or full-time, and to do, or cause to be done, such other acts as the
Board of Directors may deem necessary or desirable in connection with the
maintenance and administration of the affairs of the REIT;

     (i) to register or qualify the REIT under any applicable U.S. federal or
state or foreign laws, or to obtain exemptions under such laws, if such
registration, qualification, or exemption is deemed necessary or desirable by
the Board of Directors;

     (j) to engage attorneys, accountants, consultants, appraisers, and such
other Persons as the Board of Directors may deem necessary or desirable;

     (k) to engage in any kind of lawful activity and perform and carry out
contracts of any kind as the Board of Directors deems necessary or advisable in
connection with the accomplishment of the purposes of the REIT;

     (l) to temporarily invest funds as the Board of Directors shall determine
pending expenditure with respect to the Subsidiary or the Property or
distributions as provided herein.

     3.03. Title to REIT Property. All property owned by the REIT, whether real
or personal, tangible or intangible, shall be deemed to be owned by the REIT as
an entity, and no Member, individually, shall have any ownership of such
property. The REIT may hold any of its assets in its own name or in the name of
a Person acting as nominee for the REIT as long as such nominee shall be at the
direction of the REIT.

     3.04. Investment Policies.

     (a) The Board of Directors shall cause the business of the REIT to be
conducted in a manner such that the REIT will not be required to register as an
investment company under the Investment Company Act.

     (b) The Board of Directors shall cause the business, operations and affairs
of the REIT to be conducted in a manner that permits the REIT to qualify as a
"real estate investment trust" within the meaning of Section 856(a) of the Code
and the provisions of this Agreement shall be interpreted and applied in a
manner consistent with such qualification.


                                      -8-


                                   ARTICLE IV

                      THE MEMBERSHIP INTERESTS AND CAPITAL
                      ------------------------------------

     4.01. Classes of Interests. The REIT has two classes of Interests
outstanding and authorized for issuance: Class A Interests and Class B
Interests. Each class is unitized such that the outstanding Class A Membership
Units as of any time represent all of the Class A Interests and the outstanding
Class B Preferred Membership Units as of any time represent all of the Class B
Interests.

     4.02. Membership Units.

     (a) On the date hereof, the Class A Member has received a number of Class A
Membership Units equal in number to the dollar amount (but not expressed in
dollars) of such Class A Member's Interest. Schedule A sets forth, as of the
date hereof, the name and address of, and the number of Class A Membership Units
held by, the Class A Member.

     (b) The REIT may from time to time issue Class B Preferred Membership Units
to any Person in exchange for a capital contribution of $1000 per Class B
Preferred Membership Units. The REIT intends to have outstanding at any time
from and after January 31, 2006 at least a number of Class B Preferred
Membership Units such that the sum of the number of Class A Members plus the
number of Class B Members equals at least 125. The Board of Directors, at its
option and upon not less than 15 nor more than 60 days' written notice, may
redeem Units of the Class B Preferred Membership Units, in whole or in part, at
any time or from time to time, for cash at a redemption price of $1,000.00 per
share, plus all accrued and unpaid dividends thereon to and including the date
fixed for redemption, plus a redemption premium per share (each, a "Redemption
Premium") as follows: (1) for any redemption on or prior to December 31, 2007,
$200; (2) for any redemption from January 1, 2008 to December 31, 2008, $150;
(3) for any redemption from January 1, 2009 to December 31, 2009, $100; (4)
thereafter, $0. If less than all of the outstanding Class B Preferred Membership
Units are to be redeemed, the Class B Preferred Membership Units to be redeemed
shall be selected pro rata (as nearly as may be practicable without creating
fractional Units) or by any other equitable method determined by the Board of
Directors, provided, however, that from and after January 31, 2006 no such
redemption shall cause the sum of the number of Class B Members plus the number
of Class A Members to equal less than 125. Schedule B sets forth, as of the date
hereof, the name and address of, the number of Class B Preferred Membership
Units held by, and the Class B Percentage Interest of, each of the Class B
Members. Schedule B may be amended by the Board of Directors from time to time
to reflect changes in the number or ownership of Class B Preferred Membership
Units, provided, however, that the failure to so modify Schedule B shall not
affect the rights or status of any Person who is or is no longer a Class B
Member.

     (c) Each Membership Unit shall be evidenced by a Certificate. If a Member
requests delivery of a Certificate representing its Membership Units and
subsequently requests a replacement Certificate representing its Membership
Units because the original Certificate is lost, misplaced, destroyed or stolen,
then such Member shall not be entitled to a replacement Certificate unless it
delivers a bond or other indemnity to the REIT satisfactory to the Board of
Directors in such sum as the Board of Directors may determine, not exceeding


                                      -9-


double the value of the Membership Units represented by such Certificate, to
indemnify the REIT against any claim that may be made against it on account of
the alleged loss of any such Certificate, or the issuance of any such new
Certificate.

     4.03. Capital Contributions by Class A Members. The Class A Members are
each contributing to the capital of the REIT concurrently with the execution of
this Agreement the amounts of cash set forth on Schedule A to this Agreement. No
Class A Member is required to make any additional capital contribution to the
REIT.

                                    ARTICLE V

                            DISTRIBUTIONS TO MEMBERS
                            ------------------------

     5.01. Distributions.

     (a) Upon the REIT's receipt of Available Receipts, the Board of Directors
shall declare a distribution of, and shall cause the REIT promptly thereafter to
distribute, all such amounts to the Members as set forth in this Section 5.01.
Subject to Section 9.02(c) hereof, Available Receipts shall be distributed, to
the extent available, in the following priority:

          (1) First, to the Class B Members, pro rata in proportion to their
     Class B Percentage Interests, until each of the Class B Members has
     received a cumulative return of twelve and one-half percent (12.5%) per
     annum of the sum of the $1,000.00 liquidation preference, plus all
     accumulated and unpaid dividends thereon, taking into account the amount
     and timing of all prior distributions under this Section 5.01(a); and

          (2) Second, 100% to the Class A Member.

     (b) The Board of Directors may withhold from any amounts distributable to
any Member any amounts of any tax required to be withheld by the REIT under the
Code or the Regulations or the tax laws of any jurisdiction. Such amounts
withheld by the Board of Directors shall be treated as distributed to such
Member and paid by such Member to the relevant tax authority. If the REIT is
required to withhold taxes with respect to any amounts that are not currently
distributed to a Member, the Member shall pay to the REIT an amount equal to the
amount required to be withheld by the REIT.

     (c) With respect to Section 5.01(a)(1), such dividends shall accrue on a
daily basis and be cumulative from the first date on which any Class B Preferred
Membership Unit is issued, such issue date to be contemporaneous with the
receipt by the REIT of subscription funds for the Class B Preferred Membership
Units (the "Original Issue Date"), and shall be payable semi-annually in arrears
on June 30 and December 31 of each year or, if not a Business Day, the next
succeeding Business Day (each, a "Dividend Payment Date"). Any dividend payable
on the Class B Preferred Membership Units for any partial dividend period will
be prorated and computed on the basis of 360-day year consisting of twelve
30-day months (it being understood that the dividend payable on December 31,
2005 will be for less than the full dividend period). A "dividend period" shall
mean, with respect to the first "dividend period," the period from and including
the Original Issue Date to and including the first Dividend Payment Date, and
with respect to each subsequent "dividend period," the period from but excluding


                                      -10-


a Dividend Payment Date to and including the next succeeding Dividend Payment
Date or other date as of which accrued dividends are to be calculated. Dividends
will be payable to holders of record as they appear in the share records of the
REIT at the close of business on the applicable record date, which shall be the
fifteenth (15th) day of the calendar month in which the applicable Dividend
Payment Date falls or on such other date designated by the Board of Directors
for the payment of dividends that is not more than thirty (30) nor less than ten
(10) days prior to such Dividend Payment Date (each, a "Divided Record Date").

     5.02. Consent Dividends. The Board of Directors shall use reasonable
efforts to make distributions each year in an amount that will cause the REIT's
"dividends paid deduction" (as defined in Section 561 of the Code) to at least
equal the REIT's taxable income for the year (determined without regard to the
dividends paid deduction). If there are not sufficient Available Receipts, the
Board of Directors is authorized to take such other actions (including a
declaration of consent dividends) as the Board of Directors determines is
appropriate to cause the dividends paid deduction to equal the REIT's taxable
income.

                                   ARTICLE VI

                RIGHTS AND OBLIGATIONS OF THE BOARD OF DIRECTORS
                ------------------------------------------------

     6.01. Management. The REIT shall be managed by the Board of Directors.
Subject to the provisions of this Agreement, the Board of Directors has the
full, exclusive and complete right, power, authority, discretion and
responsibility vested in or assumed by a Board of Directors of a limited
liability company under the Act and as otherwise provided by law, including
those necessary to make, affirmatively or negatively, all decisions affecting
the business of the REIT and/or the Subsidiary and to take and cause the REIT
and/or the Subsidiary to take those actions specified in Section 3.02 hereof.
Subject to the other provisions of this Agreement, the Board of Directors is
hereby vested with the full, exclusive and complete right, power and discretion
to operate, manage and control the affairs of the REIT to the best of its
ability and shall carry out the business of the REIT and the Subsidiary. The
Board of Directors may delegate authority to carry out the day-to-day activities
of the REIT and the Subsidiary to a manager or adviser, including a Person that
is an Affiliate of a Member, which delegation of authority shall be revocable in
whole or in part at any time by the Board of Directors in its sole discretion.
The Board of Directors intends to delegate the day-to-day management duties more
fully described in Section 3.02 hereof to the Administering Member (as defined
in the Partnership Agreement) of the Class A Member, subject to Article 3 of the
Partnership Agreement.

     6.02. Authority. (a) The Board of Directors has authority to bind the REIT,
by execution of agreements, instruments or other documents or otherwise, to any
obligation not inconsistent with the provisions of this Agreement and shall have
the full, exclusive and complete right, power, authority and discretion to
execute and deliver on behalf of the REIT and/or the Subsidiary and to cause the
REIT and/or the Subsidiary to perform its obligations under any such agreements,
instruments and documents. Subject to, and except as otherwise provided in the
Partnership Agreement, the Board of Directors may contract or otherwise deal
with any Person for the transaction of the business of the REIT, which Person


                                      -11-


may, under the supervision of the Board of Directors, perform any acts or
services for the REIT as the Board of Directors may approve.

     (b) Notwithstanding any provisions in this Agreement to the contrary, no
act shall be taken, sum expended, decision made or obligation incurred by the
REIT or the Subsidiary with respect to a matter within the scope of any of the
Unanimous Decisions or Majority Decisions, unless and until the Required Board
Approval shall have been obtained pursuant to and in accordance with this
Section 6.02. Any action to be taken or made by or on behalf of the Subsidiary
that, if taken or made by or on behalf of the REIT would constitute an Majority
Decision or a Unanimous Decision shall be subject to the provisions of this
Section 6.02. In the event of any need for consent of the Board of Directors to
any Unanimous Decision or Majority Decision, any member of the Board of
Directors shall request in writing and shall provide the Board of Directors with
any information reasonably necessary for the Board of Directors to make an
informed decision. The Board of Directors shall use its commercially reasonable
efforts to keep informed of the status of any matter regarding requests for
consent.

     (c) Except as limited by the Partnership Agreement, the Board of Directors
shall have the authority to make or not to make any elections for tax purposes
in its discretion.

     (d) The Board of Directors may rely on and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, bond, debenture or other paper
or document reasonably believed by it to be genuine and to have been signed or
presented by the proper party or parties.

     (e) The Board of Directors may consult with legal counsel, accountants,
appraisers, management consultants, investment bankers and other consultants and
advisers selected by it, and any act taken or omitted to be taken in reliance
upon the opinion of such Persons as to matters within such Person's professional
or expert competence shall be presumed to have been done or omitted in good
faith and not to constitute gross negligence or willful misconduct.

     (f) Persons dealing with the REIT are entitled to rely conclusively upon
the power and authority of the Board of Directors as herein set forth.

     (g) The Board of Directors shall take, or cause the REIT to take, any
actions reasonably required for the REIT to qualify as a "real estate investment
trust" for U.S. federal income tax purposes, including sending out the requests
for statements from the Members required by Regulations ss. 1.857-8.

     6.03. Liability for Acts and Omissions.

     (a) None of the members of the Board of Directors, any Member, any of their
Affiliates, nor their members, shareholders, partners, managers, officers,
directors, employees, agents and representatives (collectively, the "Indemnified
Parties") shall have any liability, responsibility or accountability in damages
or otherwise to any Member or the REIT for, and the REIT agrees to indemnify,
pay, protect and hold harmless the Indemnified Parties from and against, any and
all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, proceedings, costs, expenses and disbursements of any kind or nature
whatsoever (including all costs and expenses of attorneys, defense, appeal and


                                      -12-


settlement of any and all suits, actions or proceedings instituted or threatened
against the Indemnified Parties or the REIT) and all costs of investigation in
connection therewith which may be imposed on, incurred by, or asserted against
the Indemnified Parties or the REIT in any way relating to or arising out of, or
alleged to relate to or arise out of, any action or inaction on the part of the
REIT, on the part of the Indemnified Parties when acting on behalf of the REIT
or on the part of any brokers or agents when acting on behalf of the REIT;
provided, however, that each Member shall be liable, responsible and accountable
for and shall indemnify, pay, protect and hold harmless the REIT from and
against the Excluded Liabilities, and the REIT shall not be liable to any
Indemnified Party for, any portion of the Excluded Liabilities; provided,
further, however, nothing in this provision shall create personal liability on
the part of any Member's Affiliates or its or their respective members,
shareholders, partners, managers, officers, directors, employees, agents or
representatives. Notwithstanding the foregoing, such indemnification obligation
by the REIT shall not apply where an Indemnified Party is seeking indemnity
based on a claim or action brought against such Indemnified Party by an officer
or director of a Member. If for any reason the foregoing indemnification is
unavailable to any Indemnified Party (other than by reason of the fraud, gross
negligence, or willful misconduct of such Indemnified Party) or insufficient to
hold it harmless, then the REIT shall contribute to the amount paid or payable
by such Indemnified Party as a result of such loss, claim, damage or liability
in such proportion as is appropriate to reflect not only the relative benefits
received by the REIT on the one hand and such Indemnified Party on the other
hand, but also the relative fault of the REIT and such Indemnified Party, as
well as any relevant equitable considerations. In any action, suit or proceeding
against the REIT or any Indemnified Party relating to or arising, or alleged to
relate to or arise, out of any such action or non-action, the Indemnified
Parties shall have the right to jointly employ, at the expense of the REIT,
counsel of the Indemnified Parties' choice in such action, suit or proceeding,
which counsel shall be reputable and qualified in matters of the type that are
the subject of such action, suit or proceeding, provided that if retention of
joint counsel by the Indemnified Parties would create a conflict of interest,
each group of Indemnified Parties which would not cause such a conflict shall
have the right to employ, at the expense of the REIT, separate counsel of such
group of Indemnified Parties' choice in such action, suit or proceeding, which
counsel shall be reputable and qualified in matters of the type that are the
subject of such action, suit or proceeding. The satisfaction of the obligations
of the REIT under this Section 6.03(a) shall be from and limited to the assets
of the REIT and no Member shall have any personal liability on account thereof.

     (b) The provision of advances from REIT funds to an Indemnified Party for
legal expenses and other costs incurred as a result of any legal action or
proceeding is permissible if (i) such suit, action or proceeding relates to or
arises out of, or is alleged to relate to or arise out of, any action or
inaction on the part of the Indemnified Party in the performance of its duties
or provision of its services on behalf of the REIT and (ii) the Indemnified
Party undertakes to repay any funds advanced pursuant to this Section 6.03(b) in
cases in which it is ultimately determined that such Indemnified Party is not
entitled to indemnification under Section 6.03(a). If advances are made under
this Section 6.03(b), the Indemnified Party shall furnish the REIT with an
undertaking as set forth in clause (ii) of this paragraph and shall thereafter
have the right to bill the REIT for, or otherwise request the REIT to pay, at
any time and from time to time after such Indemnified Party shall become
obligated to make payment therefor, any and all reasonable amounts for which
such Indemnified Party believes in good faith that such Indemnified Party is


                                      -13-


entitled to indemnification under Section 6.03(a) with the approval of the Board
of Directors, which approval shall not be unreasonably withheld. The REIT shall
pay any and all such bills and honor any and all such requests for payment
within sixty (60) days after such bill or request is received by the Board of
Directors, and the REIT's rights to repayment of such amounts shall be secured
by the Indemnified Party's Interest, if any, or by such other adequate security
as the Board of Directors may determine. In the event that a final determination
is made that the REIT is not so obligated in respect of any amount paid by it to
a particular Indemnified Party, such Indemnified Party shall refund such amount
within sixty (60) days of such final determination. In the event that a final
determination is made that the REIT is so obligated in respect of any amount not
paid by the REIT to a particular Indemnified Party, the REIT shall pay such
amount to such Indemnified Party within sixty (60) days of such final
determination. In either of the foregoing cases, the party obligated to pay
shall include with such payment interest at the greater of (i) nine percent (9%)
or (ii) the Prime Rate plus two percent (2%) from the date paid by the REIT
until repaid by the Indemnified Party or the date it was obligated to be paid by
the REIT until the date actually paid by the REIT to the Indemnified Party.

     (c) All judgments against the REIT or any Indemnified Party wherein such
persons or entities are entitled to indemnification must first be satisfied from
the REIT assets before the Board of Directors or such other persons or entities
are responsible for these obligations.

     (d) With respect to the liabilities of the REIT for which the Board of
Directors is not obligated to indemnify the REIT, whether for professional and
other services rendered to it, loans made to it by Members or others, injuries
to persons or property, indemnity to the Indemnified Parties, contractual
obligations, guaranties, endorsements or for other reasons similar or dissimilar
to any of the foregoing, and without regard to the manner in which any liability
of any nature may be incurred by the person to whom it may be owed, all such
liabilities:

          (i) shall be liabilities of the REIT as an entity, and shall be paid
     or otherwise satisfied from REIT assets (and the REIT shall sell or
     liquidate all assets and/or make a call for capital contributions as are
     necessary to satisfy such liabilities); and

          (ii) (except as provided in paragraph (i) above and in the proviso in
     the penultimate sentence of Section 6.03(a), shall not in any event be
     payable in whole or in part by any Member, or by any director, officer,
     trustee, employee, agent, shareholder, beneficiary or partner of any
     Member.

     (e) The Board of Directors may cause the REIT, at the REIT's expense, to
purchase insurance to insure the Board of Directors and the other Indemnified
Parties against liability hereunder, including for a breach or an alleged breach
of their responsibilities hereunder. The Board of Directors shall send notice to
the Class A Members thereof, describing the insurance policy and the premiums
paid therefor promptly upon the purchase of such insurance. The REIT shall not
incur the costs of that portion of any insurance, other than public liability
insurance, which insures any Indemnified Party for any liability as to which
such person is prohibited from being indemnified under Section 6.03(a),
including Excluded Liabilities.


                                      -14-


     (f) If the Indemnified Party is entitled to indemnification from another
source or is entitled to recovery by insurance policies, such Indemnified Party
shall diligently pursue such other source, provided that (i) such obligation
shall not in any manner limit such Indemnified Party's right to seek
indemnification or advances under this Agreement and (ii) such Indemnified Party
shall remit to the REIT any funds it recovers from another source to the extent
that the sum of the amounts recovered from such other source plus the amounts
recovered from the REIT exceeds the aggregate losses it incurred.

     (g) The Board of Directors shall be entitled and justified to rely in good
faith on the advice of legal counsel, public accountants, appraisers, management
consultants, investment bankers or other experts, consultants or advisors
experienced in the matter at issue, and any act or omission of the Board of
Directors in accordance with such advice shall in no event subject the Board of
Directors to liability to the REIT or to any Member.

     (h) The reimbursement, indemnity and contribution obligations of the REIT
under this Section 6.03 shall (i) be in addition to any liability which the REIT
may otherwise have, (ii) not be deemed to be exclusive of any other rights to
which any Indemnified Party may be entitled to under any agreement, as a matter
of law or otherwise, both as to action in an Indemnified Party's official
capacity and to action in another capacity, (iii) extend upon the same terms and
conditions to the officers, directors, partners, members, stockholders,
employees and controlling Persons (if any) of each Indemnified Party, (iv)
continue as to an Indemnified Party who shall have ceased to have an official
capacity for acts or omissions during such official capacity and (v) be binding
upon and inure to the benefit of any successors, assigns, heirs and personal
representatives of the REIT, the Members, Board of Directors and any such other
Indemnified Party.

     6.04. Board of Directors.

     (a) A board of directors (the "Board of Directors") is hereby established
and is granted the sole and exclusive right, power and authority to make,
approve or disapprove all Unanimous Decisions and Majority Decisions on behalf
of the REIT and/or the Subsidiary, and is hereby authorized to designate an
authorized signatory to execute and deliver on behalf of the REIT and/or the
Subsidiary any and all such contracts, certificates, agreements, instruments and
other documents, and to take any such action, as the Board of Directors deems
necessary or appropriate relating to Unanimous Decisions and Majority Decisions.

     (b) The Board of Directors shall cause such reports as the Management
Committee shall reasonably request to be prepared and delivered on a timely
basis to the members of the Management Committee and the Board of Directors.
Unless and until a new Approved Budget shall be established, the REIT and the
Subsidiary shall operate under the most recent Approved Budget with actual
increases for non-discretionary expenses. The Board of Directors will meet
promptly after the submission of a Business Plan or proposed amendment thereto
with the object of reaching some conclusion thereon within not later than thirty
(30) days after the submission of the same.


                                      -15-


     (c) The Board of Directors shall at all times be the same individuals that
make up the Management Committee of the Class A Member, as the same may be
changed from time to time pursuant to the Partnership Agreement.

     (d) The Board of Directors shall act with respect to all matters (whether
to approve any Unanimous Decision and any Majority Decision or to exercise any
other right (or to grant any consent or approval) accorded to the Board of
Directors hereunder) by Required Board Approval. Each individual on the Board of
Directors shall have one (1) vote on all matters that arise before the Board of
Directors. For avoidance of doubt and notwithstanding anything to the contrary
herein, no matter may be approved and no action taken by the Board of Directors
without Required Board Approval.

     (e) (1) The Board of Directors shall meet annually to review and vote on
the proposed Business Plan and Annual Budget and shall meet not less than
quarterly to review and vote on any Unanimous Decisions and Majority Decisions.
Special meetings of the Board of Directors may be called by any individual
thereof on at least four (4) Business Days' prior written notice of time and
place of such meeting; provided, however, that such notice requirement shall be
deemed waived by any individual thereof who is present (in person or by
telephone) at the commencement of any such special meeting. Regular and special
meetings may be held at any place designated from time to time by the Board of
Directors, including meetings by telephone conference. All four (4) individuals
on the Board of Directors shall constitute a quorum for Board of Director action
with respect to any Unanimous Decision. Two (2) individuals on the Board of
Directors shall constitute a quorum for Board of Director action with respect to
any Majority Decision.

     (2) Actions taken or approved by the Board of Director will be evidenced by
a written resolution prepared within ten (10) Business Days of a meeting of the
Board of Directors by the individuals appointed by the Class A Partnership
Member and approved in writing by the Board of Directors who were present at
such meeting and who adopted such resolutions.

     (3) Any action required or permitted to be taken at a meeting of the Board
of Directors may be taken without a meeting if a written consent setting forth
the action so taken is signed by the individual whose approval is required to
constitute the Required Board Approval. In the event of any action which is
taken, or is to be taken pursuant to a written consent and not pursuant to a
vote at a duly called and authorized meeting of the Board of Directors, the
Board of Directors shall endeavor, in good faith, to solicit input from all of
the Board of Directors prior to the execution by any individual of such written
consent. Such consent may be in one instrument or in several instruments, and
shall have the same force and effect as a vote of such individuals. An action so
taken shall be deemed to have been taken at a meeting held on the effective date
so certified.

     (4) Each individual on the Board of Directors may authorize any other to
act for him or her by proxy on all matters in which an individual on the Board
of Directors is entitled to participate, including waiving notice of any
meeting, or voting or participating at a meeting. Every proxy must be signed by
such individual. Every proxy shall be revocable at the pleasure of the
individual executing it, such revocation to be effective upon the REIT's receipt
of written notice thereof.


                                      -16-


     (5) All reasonable travel expenses incurred by the Board of Directors in
connection with their service on the Board of Directors shall be borne by the
Class A Member; provided, however, that such travel expenses shall not be paid
in duplicate for costs incurred by individuals on the Board of Directors who
also serve as Committee Representatives (as defined in the Partnership
Agreement) of the Partnership.

     6.05. Other Activities. Subject to the limitations of Section 4.2 of the
Partnership Agreement, the Members and their Affiliates may engage in or possess
an interest in other business ventures of every nature and description for their
own account, independently or with others, including real estate business
ventures, whether or not such other enterprises shall be in competition with any
activities of the REIT or the Subsidiary; and none of the REIT, the Subsidiary
or the other Members shall have any right by virtue of this Agreement in and to
such independent ventures or to the income or profits derived therefrom.

                                   ARTICLE VII

                        RIGHTS AND OBLIGATIONS OF MEMBERS
                        ---------------------------------

     7.01. Management of the REIT. No Member may or shall take part in the
management or control of the business of the REIT or the Subsidiary or transact
any business in the name of the REIT or the Subsidiary. No Member shall have the
power or authority to bind the REIT or the Subsidiary or to sign any agreement
or document in the name of the REIT or the Subsidiary, all of such powers being
vested solely and exclusively in the Board of Directors. No Member shall have
any power or authority with respect to the REIT, except as provided herein and
under the Act.

     7.02. Limitation on Liability.

     (a) No Member shall have any liability to contribute money to the REIT or
the Subsidiary, nor shall any Member be personally liable for any obligations of
the REIT or the Subsidiary. No Member shall be obligated to make loans to the
REIT or the Subsidiary and no Member shall be obligated to repay to the REIT or
the Subsidiary, any Member or any creditor of the REIT or the Subsidiary all or
any fraction of any amounts distributed to such Member.

     (b) In accordance with state law, a member of a limited liability company
may, under certain circumstances, be required to return to the limited liability
company for the benefit of company creditors amounts previously distributed to
it as a return of capital. It is the intent of the Members that a distribution
to any Member be deemed a compromise within the meaning of Section 18-502(b) of
the Act and not a return or withdrawal of capital, even if such distribution
represents, for U.S. federal income tax purposes or otherwise (in full or in
part), a distribution of capital, and no Member shall be obligated to pay any
such amount to or for the account of the REIT or the Subsidiary or any creditor
of the REIT, except as provided in this Section 7.02. However, if any court of
competent jurisdiction holds that, notwithstanding the provisions of this
Agreement, any Member is obligated to make any such payment, such obligation
shall be the obligation of such Member and not of any other Member.

     7.03. Power of Attorney.


                                      -17-


     (a) Each Member hereby makes, constitutes and appoints the Board of
Directors and/or its authorized officers and agents, successors and assigns, as
its true and lawful attorney-in-fact with full power and authority in its name,
place and stead to make, complete, execute, sign, acknowledge, deliver, file and
record at the appropriate public offices such documents as may be necessary or
appropriate to carry out the provisions of this Agreement, including the
following with respect to the REIT:

          (i) all certificates, other agreements and amendments thereto which
     the Board of Directors deems necessary to form, continue or otherwise
     qualify the REIT as a limited liability company in each jurisdiction in
     which the REIT conducts or may conduct business or in connection with any
     tax filings of the REIT (including the preparation and filing of IRS Form
     972 (Consent of Shareholder to Include Specific Amount in Gross Income) in
     the event the Board of Directors declares consent dividends) and any
     election to treat the REIT as a corporation for U.S. federal income tax
     purposes, and each Member specifically authorizes the Board of Directors to
     execute, sign, acknowledge, deliver, file and record any amendments to the
     Certificate of Formation of the REIT as required by the Act;

          (ii) this Agreement, counterparts hereof and amendments hereto
     authorized pursuant to the terms hereof;

          (iii) all instruments which the Board of Directors deems necessary to
     effect the admission of a Member to the REIT, or the dissolution and
     liquidation of the REIT in accordance with the provisions hereof; and

          (iv) all appointments of agents for service of process and attorneys
     for service of process which the Board of Directors deems necessary or
     appropriate in connection with the organization and qualification of the
     REIT and the conduct of its business.

     (b) The foregoing power of attorney is hereby declared to be irrevocable
and coupled with an interest, and it shall survive the Bankruptcy, death,
dissolution or legal disability or cessation to exist of a Member to the fullest
extent permitted by law and shall extend to its heirs, executors, personal
representatives, successors and assigns, and the transfer or assignment of all
or any part of the Interest of such Member.

     (c) The power of attorney granted to the Board of Directors shall not apply
to other votes, consents or elections of the Members provided for in this
Agreement (including, without limitation, any consent pursuant to Section
11.01(b)).

     (d) Each Member further agrees to execute promptly any and all documents or
instruments referred to in this Section 7.03 if the power of attorney granted
hereunder is rendered ineffective by the provisions of the Act or if the Board
of Directors in its reasonable discretion so requests execution by such Member
and the same shall not be inconsistent with the provisions hereof.

     7.04. Waiver of Action for Partition; Waiver of Fiduciary Duty. Each of the
parties hereto irrevocably waives during the term of the REIT (i) any right that
it may have to maintain any action for partition with respect to any assets of


                                      -18-


the REIT or the Subsidiary and (ii) any fiduciary or similar duty that would
otherwise be owing to such party.

     7.05. Confidentiality. Each Member shall maintain the confidentiality of
(i) "Non-Public Information," (ii) any information subject to a confidentiality
agreement binding upon the REIT, the Subsidiary, the Board of Directors or the
Partnership of which such Member has written notice and (iii) the identity of
other Members and their Affiliates and members of the Partnership and their
Affiliates so long as such information has not become otherwise publicly
available unless, after reasonable notice to the REIT and the Partnership by the
Member, otherwise compelled by court order or other legal process or in response
to other governmentally imposed reporting or disclosure obligations including
any act regarding the freedom of information to which it may be subject;
provided that each Member may disclose "Non-Public Information" to its
Affiliates, officers, employees, agents, professional consultants, regulators
and proposed transferee upon notification to such Affiliate, officer, employee,
agent, consultant, regulator or proposed transferee that such disclosure is made
in confidence and shall be kept in confidence, and any party may disclose such
information as is necessary or advisable with respect to its status as a public
company. As used in this Section 7.05, "Non-Public Information" means
information regarding the Partnership (including information regarding any
Person in which the Partnership holds, or contemplates acquiring, any
Investment), the Subsidiary, the Board of Directors or the REIT received by such
Member pursuant to this Agreement, but does not include information that (i) was
publicly known at the time such Member receives such information pursuant to
this Agreement or the Partnership Agreement, (ii) subsequently becomes publicly
known through no act or omission by such Member or (iii) is communicated to such
Member by a third party free of any obligation of confidence known to such
Member. The Board of Directors may not disclose the identities of the Members,
except on a confidential basis to prospective and other Members or limited
partners in the Partnership, or to lenders, third parties with whom the
Partnership coinvests, or other financial sources.

                                  ARTICLE VIII

                              TRANSFER OF INTERESTS
                              ---------------------

     8.01. Transfers. (a) A Member may freely Transfer its Interest in whole or
part (but in increments of no less than one whole Membership Unit), provided,
however, that no such Transfer may (i) cause the REIT not to be qualified as a
"real estate investment trust" for U.S. tax purposes by reason of the failure to
comply with the requirements in Section 856(a)(5) of the Code (requiring that
Units of a real estate investment trust be held by at least 100 Persons) or in
Section 856(a)(6) of the Code (requiring that a real estate investment trust not
be "closely held," as that term is defined in the Code), or (ii) violate the
Securities Act or applicable state securities laws or require registration of
the Interests (or any class thereof) under the Securities Act or the Exchange
Act, and (iii) unless and until the Board of Directors, in its discretion,
waives this requirement with respect to any Transfer of an Interest, the
transferor shall remain obligated to make capital contributions and return
distributed proceeds as provided herein as if it were still a Class A Member or
Class B Member, as applicable. Any such Transfer in violation of clauses (i) of
this Section 8.01(a) shall be null and void as against the REIT, unless the
transferor has obtained a confirmation from the Board of Directors pursuant to
Section 8.01(c) hereof. Any transferee that receives all or a part of an
Interest pursuant to a Transfer made in compliance with the terms of this


                                      -19-


Section 8.01(a) shall automatically become a Member with all of the powers,
rights and obligations that the transferor had in respect of the Membership
Units so transferred.

     (b) For purposes of Article V, the REIT and the Board of Directors shall be
entitled to treat the record owner (on the books of the REIT) of any Interest in
the REIT as the absolute owner thereof in all respects, and shall incur no
liability for distributions of cash or other property made in good faith to such
owner until such time as a written instrument of assignment of such Interest has
been received by the Board of Directors and recorded on the books of the REIT.

     (c) A Member may (but shall not be required to), at any time immediately
prior to or following a Transfer of all or a part of its Interest, request a
confirmation from the Board of Directors confirming that such Transfer will not
violate the provisions of Section 8.01(a) hereof, provided, however, that the
Board of Directors may (i) at the expense of the requesting Member, engage
counsel and obtain an opinion therefrom in connection with the delivery of any
such confirmation and (ii) withhold delivery of such certificate until all of
such counsel's fees have been paid.

     8.02. Involuntary Withdrawal by Members.

     (a) If an individual Member does not, by written instrument, designate a
Person to become a transferee of his Interest upon his death, then his personal
representative shall have all of the rights of a Member for the purpose of
settling or managing his estate, and such power as the decedent possessed to
Transfer his Interest in the REIT to a transferee.

     (b) Upon the Bankruptcy, dissolution or other cessation of existence of a
Member which is a trust, corporation, partnership or other entity, the
authorized representative of such entity shall have all the rights of a Member
for the purpose of effecting the orderly winding up and disposition of the
business of such entity and such power as such entity possessed to designate a
successor as a transferee of its Interest.

     (c) The death, Bankruptcy, dissolution, disability or legal incapacity of a
Member shall not dissolve or terminate the REIT.

                                   ARTICLE IX

                           DISSOLUTION AND LIQUIDATION
                           ---------------------------

     9.01. Dissolution. The REIT shall be dissolved upon the first to occur of
any one of the following:

     (a) an election to dissolve the REIT is made by the Members as provided in
the Act; or

     (b) the entry of a decree of judicial dissolution under section 18-802 of
the Act.

     9.02. Liquidation.


                                      -20-


     (a) Upon dissolution of the REIT, the Liquidator shall wind up the affairs
of the REIT as expeditiously as business circumstances allow and proceed within
a reasonable period of time to sell or otherwise liquidate the assets of the
REIT and, after paying or making due provision by the setting up of reserves for
all Indebtedness and other liabilities of the REIT, distribute the assets among
the Members in accordance with the provisions for the making of distributions
set forth in this Article IX.

     (b) No Member shall be liable for the return of the capital contributions
of other Members, provided that this provision shall not relieve any Member of
any other duty or liability it may have under this Agreement.

     (c) Upon liquidation of the REIT, all of the assets of the REIT, or the
proceeds therefrom, shall be distributed or used as follows and in the following
order of priority:

          (i) for the payment of the debts and liabilities of the REIT and the
     expenses of liquidation;

          (ii) to the setting up of any reserves which the Liquidator may deem
     reasonably necessary for any contingent or unforeseen liabilities or
     obligations of the REIT;

          (iii) to the Class B Members, pro rata in proportion to their Class B
     Percentage Interests an amount equal to $1000 per outstanding Class B
     Preferred Membership Share plus an additional amount which, when taking
     into account the amounts previously distributed to the Class B Members
     pursuant to Section 5.01(a), would result in their receiving an amount
     equal to any and all accrued and unpaid distributions provided for in
     Section 5.01(a) to the date of payment, plus, if applicable, the Redemption
     Premium;

          (iv) to the Class A Members in accordance with Section 5.01(a)(2)
     hereof.

     (d) When the Liquidator has complied with the foregoing liquidation plan,
the Board of Directors shall execute, acknowledge and cause to be filed an
instrument evidencing the cancellation of the Certificate of Formation of the
REIT, at which time the REIT shall be terminated.

     (e) After payment of the full amount of the liquidation proceeds to which
the Class B Members are entitled (including all amounts payable under Section
9.02 hereof), the holders of Class B Preferred Membership Units will have no
right or claim to any of the remaining assets of the REIT, the Subsidiary or the
Partnership.

                                    ARTICLE X

                             ACCOUNTING AND REPORTS
                             ----------------------

     10.01. Books and Records. The Board of Directors shall maintain at the
office of the REIT (a) full and accurate books of the REIT (which at all times
shall remain the property of the REIT), in the name of the REIT and separate and


                                      -21-


apart from the books of the Partnership, the Subsidiary and the Board of
Directors and its Affiliates, showing all receipts and expenditures, assets and
liabilities, profits and losses, and (b) all other books, records and
information required by the Act or necessary for recording the REIT's business
and affairs.

     Each Member shall be afforded full and complete access to all records and
books of account of the REIT during reasonable business hours or such other
times as required by legislative authority and, at such hours, shall have the
right of inspection and copying of such records and books of account, at its
expense. Each Member shall have the right to audit such records and books of
account by an accountant of its choice at its expense. The Board of Directors
shall reasonably cooperate with any Member or their agents in connection with
any review or audit of the REIT or its records and books. The Board of Directors
shall retain all records and books relating to the REIT for a period of five (5)
years after the termination of the REIT and shall thereafter destroy such
records and books as the Board of Directors shall determine, in its discretion.

     10.02. Safekeeping of Funds. The Board of Directors shall have the
responsibility for the safekeeping of all funds of the REIT and the Subsidiary
and the Board of Directors shall not employ such funds in any manner except for
the benefit of the REIT or the Subsidiary, as the case may be. All funds of the
REIT not otherwise invested shall be deposited in one or more accounts
maintained in such banking institution as the Board of Directors shall determine
in accordance with Article 5 of the Partnership Agreement. All withdrawals from
the REIT's accounts shall be made upon checks or instructions signed by the
Board of Directors in accordance with Article 5 of the Partnership Agreement.
The REIT's funds shall not be commingled with the funds of any other Person nor
shall such funds be employed by the Board of Directors as compensating balances
other than in respect of the REIT's borrowings.

                                   ARTICLE XI

                             AMENDMENTS AND MEETINGS
                             -----------------------

     11.01. Amendment Procedure. The amendment procedure is as follows:

     (a) Amendments to this Agreement may be proposed by the Board of Directors.

     (b) A proposed amendment will be adopted and effective only if it receives
the Consent of the Class A Member, except that (i) amendments may be adopted
solely upon the Consent of the Board of Directors to (A) effect changes of a
ministerial nature which do not increase the authority of the Board of Directors
or adversely affect the rights of the Members and (B) admit one or more
additional Members, or withdraw one or more Members, in accordance with the
terms of this Agreement, (ii) any provision requiring a specified Consent may
only be amended with the same Consent, (iii) no amendment shall increase the
fees payable by a Member, have a disparate effect on one or more of the Members
of a particular class as compared to the other Members of that class, materially
adversely affect the rights and benefits of a Class B Member hereunder, or
change (A) the capital contributions required by a Member, (B) the rights and
interests of a Member in the Available Receipts of the REIT (which shall


                                      -22-


include, without limitation, the priority rights of Class B Members as to
distributions and redemptions hereunder), (C) the voting rights of a Member or
(D) the rights of a Member with respect to the continuation or liquidation of
the REIT, in each case, without the Consent of such affected Member.

                                   ARTICLE XII

                                  MISCELLANEOUS
                                  -------------

     12.01. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware without reference to the
conflicts of law principles thereof.

     12.02. Binding Agreement; Severability. This Agreement and all terms,
provisions and conditions hereof shall be binding upon the parties hereto, and
shall inure to the benefit of the parties hereto and, except as otherwise
provided herein, to their respective heirs, executors, personal representatives,
successors and lawful assigns. Each provision of this Agreement shall be
considered separate and, if for any reason, any provision or provisions not
essential to the effectuation of the basic purposes of this Agreement is or are
determined to be invalid, illegal or unenforceable, such invalidity, illegality
or unenforceability shall not impair the operation of or affect those provisions
of this Agreement which are otherwise valid. To the extent legally permissible,
the parties shall substitute for the invalid, illegal or unenforceable provision
a provision with a substantially similar economic effect and intent.

     12.03. Entire Agreement. This Agreement and any other written agreements
between the Board of Directors, the Partnership, the Subsidiary or the REIT and
a Class A Member (it being acknowledged and agreed that the REIT may enter into
other written agreements with Affiliates of the Class A Member, executed
contemporaneously with the admission of such Class A Member to the REIT,
affecting the terms hereof in order to meet certain requirements of such Class A
Member), contain the entire understanding among the parties hereto and supersede
all prior written or oral agreements among them respecting the within subject
matter, unless otherwise provided herein.

     12.04. Record of Members. The Board of Directors shall maintain at the
office of the Partnership a record showing the names and addresses of all the
Members. All Members and their duly authorized representatives shall have the
right to inspect such record.

     12.05. No Bill for Company Accounting. Subject to mandatory provisions of
law applicable to a Member and to circumstances involving a breach of this
Agreement, each of the Members covenants that it will not (except with the
Consent of the Board of Directors) file a bill for company accounting.

     12.06. Counterparts. This Agreement may be executed in several
counterparts, and all so executed shall constitute one Agreement, binding on all
of the parties hereto, notwithstanding that all the parties are not signatories
to the original or the same counterpart.

     12.07. No Third Party Rights. The Members acknowledge and intend that the
Board of Directors is a third party beneficiary of this Agreement. This
Agreement is otherwise intended to be solely for the benefit of the parties


                                      -23-


hereto and, except as expressly provided to the contrary in this Agreement
(including the rights granted to the Partnership and the Board of Directors and
the authorization given to the Board of Directors to grant and assign to lenders
the security interests and rights described herein and the rights of Indemnified
Parties hereunder), is not intended to confer any benefits upon, or create any
rights in favor of, any person other than the parties hereto. The provisions of
this Agreement are not intended for the benefit of any creditor or other Person
(other than a Member in such Member's capacity as such) to whom any debts,
liabilities or obligations are owed by (or who otherwise has any claim against)
the REIT or any of the Members.

     12.08. Services to the REIT. The parties hereto hereby acknowledge and
recognize that the REIT has retained, and may in the future retain, the services
of various persons, entities and professionals, including legal counsel and
accountants, for the purposes of representing and providing services to the
REIT. The parties hereby acknowledge that such persons, entities and
professionals may have in the past represented and performed and currently and
in the future may represent or perform services for the Board of Directors, the
Class A Member or their Affiliates. Accordingly, each party hereto consents to
the representation or provision of services by such persons, entities and
professionals to the REIT and waives any right to claim a conflict of interest
solely on the grounds of such relationship. Nothing contained herein shall
relieve the Board of Directors of any duty or liability it would otherwise have
to the REIT, including the duty to monitor and direct such persons, entities and
professionals for the best interests of the REIT.

     12.09. Notices. Any notice required to be provided hereunder to a Member
shall be addressed to such Member at the address set forth on Schedule A or
Schedule B or such other address as such Member shall have specified in writing
to the REIT, and any notice required to be provided hereunder to the REIT shall
be addressed to the REIT at its mailing address set forth in Section 2.03 or
such other mailing address as determined by the Board of Directors upon notice
to the Members. Any such notice shall be in writing and shall be sent (i) by a
recognized overnight courier service providing confirmation of delivery, or (ii)
by facsimile transmission (with confirmation of receipt). All notices shall be
deemed to have been received on the date of delivery as established by the
return receipt, courier service confirmation (or the date on which the return
receipt, or courier service confirms that acceptance of delivery was refused by
the addressee), or facsimile confirmation received by the sender.

     12.10. Appointment of the Paying Agent. The holders of Units of Class B
Preferred Membership Units hereby authorize REIT Funding, LLC, with an address
at 100 Colony Square, Suite 2120, 1175 Peachtree Street, NE, Atlanta, Georgia
30361-6206, to act as paying agent on behalf of the holders of Class B Preferred
Membership Units (the "Paying Agent"). Any dividend payments received by the
Paying Agent shall be deemed paid to the Class B Members on the later of the
date received by the Paying Agent or the date declared for payment.

                    [Signature page to follow on next page.]


                                      -24-


     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.

                         Members:
                         --------

                         By: OG RETAIL HOLDING CO., LLC, a Delaware
                             limited liability company, its Class A Member

                             By: GLIMCHER PROPERTIES LIMITED PARTNERSHIP,
                                 a Delaware limited partnership, its
                                 administering member

                                 By: GLIMCHER PROPERTIES CORPORATION, a
                                     Delaware corporation, its general partner

                                 By: __________________________
                                     Name:  George A. Schmidt
                                     Title:  Executive Vice President



                                      -25-


                                   SCHEDULE A
                  CLASS A MEMBERS AND CLASS A MEMBERSHIP UNITS



                                       A-1


                                   SCHEDULE B
             CLASS B MEMBERS, CLASS B PREFERRED MEMBERSHIP UNITS AND
                          CLASS B PERCENTAGE INTERESTS





                                       B-1


                                   EXHIBIT B-1



                   FORM OF CLASS A MEMBERSHIP UNIT CERTIFICATE


                 Certificate Evidencing Class A Membership Units
                                       in
                          [________________] REIT, LLC
                                                                        A -_____

IN RELIANCE UPON CERTAIN EXEMPTIONS FROM REGISTRATION, THE CLASS A MEMBERSHIP
UNITS EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. ALTHOUGH
THE CLASS A MEMBERSHIP UNITS ARE GENERALLY FREELY TRANSFERABLE, THEY ARE SUBJECT
TO CERTAIN RESTRICTIONS ON TRANSFERABILITY CONTAINED IN THE LIMITED LIABILITY
COMPANY AGREEMENT (AS DEFINED BELOW) INCLUDING COMPLIANCE WITH THE SECURITIES
ACT AND ANY APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT
THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THEIR INVESTMENT FOR AN
INDEFINITE PERIOD OF TIME.

     [________________] REIT, LLC, a limited liability company formed under the
laws of the State of Delaware (the "REIT"), hereby certifies that:

     _____________________ (the "Holder")

is the registered owner of a Class A Interest in the REIT comprised of
_______________ Class A Membership Units (the "Units").

     The powers, preferences and other special rights and limitations of the
Units (including limitations on transferability) are set forth in, and this
Certificate and the Units represented hereby are issued and shall in all
respects be subject to the terms and provisions of, the Limited Liability
Company Agreement of [________________] REIT, LLC, dated as of ________ __, ____
as amended through the date hereof, and as the same may be amended from time to
time in accordance with its terms (the "Limited Liability Company Agreement";
all capitalized terms used in this Certificate but not defined herein shall have
the meanings assigned thereto in the Limited Liability Company Agreement), which
agreement authorizes the issuance of the Units and specifies the powers,
preferences and other special rights and limitations regarding distributions,
voting, return of capital and other matters relating to the Units. The REIT will
furnish a copy of the Limited Liability Company Agreement to the Holder without
charge upon written request to the REIT at its principal place of business or
registered office.

     The Units represented by this certificate are subject to restrictions on
transfer for the purpose of the REIT's maintenance of its status as a real
estate investment trust under the Internal Revenue Code of 1986, as amended.


                                      B-1-1


Except as otherwise provided in the Limited Liability Company Agreement, if any
purported transaction (including a transfer of the Units by the Holder, or any
merger, combination, amalgamation or similar transaction between the Holder and
one or more other Members) would but for the application of Section 8.01(a) of
the Limited Liability Company Agreement, cause the REIT not to qualify as a real
estate investment trust, then such transfer shall be null and void.

     Upon delivery of this Certificate to the Holder, the REIT confirms that the
Holder is entitled to the benefits of a holder of Units under the Limited
Liability Company Agreement. By accepting this Certificate the Holder evidences
that such Holder has agreed to be bound by the provisions of the Limited
Liability Company Agreement.

     IN WITNESS WHEREOF, the REIT has executed this Certificate as of the _____
day of _____________, 20___.

                                   OG RETAIL HOLDING CO., LLC,

                                   By: ____________________,
                                       its Board of Directors


                                   By: _________________________
                                       Name:
                                       Title:


- --------------------------------------------------------------------------------
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN OR DESTROYED, THE
REIT WILL REQUIRE A BOND OR OTHER INDEMNITY AS A CONDITION TO THE ISSUANCE OF A
REPLACEMENT CERTIFICATE.
- --------------------------------------------------------------------------------


                                      B-1-2


                                   EXHIBIT B-2

              FORM OF CLASS B PREFERRED MEMBERSHIP UNIT CERTIFICATE

            Certificate Evidencing Class B Preferred Membership Units
                                       in
                          [________________] REIT, LLC
                                                                        B -_____

IN RELIANCE UPON CERTAIN EXEMPTIONS FROM REGISTRATION, THE CLASS B PREFERRED
MEMBERSHIP UNITS EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS.
ALTHOUGH THE CLASS B PREFERRED MEMBERSHIP UNITS ARE GENERALLY FREELY
TRANSFERABLE, THEY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY
CONTAINED IN THE LIMITED LIABILITY COMPANY AGREEMENT (AS DEFINED BELOW)
INCLUDING COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES
LAWS. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL
RISKS OF THEIR INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

     [________________] REIT, LLC, a limited liability company formed under the
laws of the State of Delaware (the "REIT"), hereby certifies that:

     _____________________ (the "Holder")

is the registered owner of a Class B Interest in the REIT comprised of
_______________ Class B Preferred Membership Units (the "Units").

     The powers, preferences and other special rights and limitations of the
Units (including limitations on transferability) are set forth in, and this
Certificate and the Units represented hereby are issued and shall in all
respects be subject to the terms and provisions of, the Limited Liability
Company Agreement of [________________] REIT, LLC, dated as of ________ ___,
_____, as amended through the date hereof, and as the same may be amended from
time to time in accordance with its terms (the "Limited Liability Company
Agreement"; all capitalized terms used in this Certificate but not defined
herein shall have the meanings assigned thereto in the Limited Liability Company
Agreement), which agreement authorizes the issuance of the Units and specifies
the powers, preferences and other special rights and limitations regarding
distributions, voting, return of capital and other matters relating to the
Units. The REIT will furnish a copy of the Limited Liability Company Agreement
to the Holder without charge upon written request to the REIT at its principal
place of business or registered office.

     The Units represented by this certificate are subject to restrictions on
transfer for the purpose of the REIT's maintenance of its status as a real
estate investment trust under the Internal Revenue Code of 1986, as amended.
Except as otherwise provided in the Limited Liability Company Agreement, if any


                                      B-2-1


purported transaction (including a transfer of the Units by the Holder, or any
merger, combination, amalgamation or similar transaction between the Holder and
one or more other Members) would but for the application of Section 8.01(a) of
the Limited Liability Company Agreement, cause the REIT not to qualify as a real
estate investment trust, then such transfer shall be null and void.

     Upon delivery of this Certificate to the Holder, the REIT confirms that the
Holder is entitled to the benefits of a holder of Units under the Limited
Liability Company Agreement. By accepting this Certificate the Holder evidences
that such Holder has agreed to be bound by the provisions of the Limited
Liability Company Agreement.

     IN WITNESS WHEREOF, the REIT has executed this Certificate as of the _____
day of ______________, 20__.

                                   [________________] REIT, LLC

                                   By: ___________________,
                                       its Board of Directors


                                   By: _________________________
                                       Name:
                                       Title:


- --------------------------------------------------------------------------------
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN OR DESTROYED, THE
REIT WILL REQUIRE A BOND OR OTHER INDEMNITY AS A CONDITION TO THE ISSUANCE OF A
REPLACEMENT CERTIFICATE.
- --------------------------------------------------------------------------------



                                      B-2-2


                                                                       EXHIBIT D
                  Form of Level 2 Subsidiary Limited Liability Company Agreement


                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                             [________________], LLC


     This Limited Liability Company Agreement (together with any schedules
attached hereto as such agreement and schedules may be amended, restated or
otherwise revised from time to time, this "Agreement") of [________________],
LLC (the "Company") is entered into by [________________] REIT, LLC, a Delaware
limited liability company, as the sole equity member (the "Member"), and by
[________________] ("Springing Member 1") and [________________] ("Springing
Member 2"), each a Springing Member as defined herein.

                                  R E C I T A L
                                  -------------

     WHEREAS, there was filed a Certificate of Formation under the Delaware
Limited Liability Company Act (6 Del. C. ss.18-101, et seq.), as amended from
time to time (the "Act"), by which the Company was formed on [________________].
The Member and Special Members enter into this Agreement to set forth the
purposes of the Company and provide for its organization and administration.

     The Member and the Springing Members agree as follows:

     1. Formation. The limited liability company was formed pursuant to and in
accordance with the provisions of the Act and this Agreement. The authority of
George A. Schmidt, as the "authorized person" within the meaning of the Act, to
execute, deliver and file the Certificate of Formation of the Company with the
Delaware Secretary of State is hereby confirmed and such filing is hereby
ratified and approved. The rights, duties and liabilities of the Member and
Special Members shall be as provided in the Act except as provided herein. The
parties hereto intend that this Agreement constitute a limited liability company
agreement within the meaning of Section 18-101(7) of the Act. The existence of
the Company as a separate legal entity shall continue until cancellation of the
Certificate of Formation as provided in the Act.

     2. Name. The name of the Company shall be "[________________], LLC".

     3. Principal Business Office. The principal business office address of the
Company shall be [________________], or such other place as may thereafter be
determined by the Member.

     4. Registered Office. The address of the registered office of the Company
in the State of Delaware is c/o Corporation Service Company, 2711 Centerville
Road, Wilmington, New Castle County, Delaware 19808.



     5. Registered Agent. The name and address of the registered agent of the
Company for service of process on the Company in the State of Delaware is
Corporation Service Company, 2711 Centerville Road, Wilmington, New Castle
County, Delaware 19808.

     6. Members.

          a. Member.

               (i) The name and mailing address of the Member is set forth on
          Schedule A attached hereto. The Member was admitted to the Company as
          a member of the Company upon its execution of a counterpart signature
          page of this Agreement.

               (ii) Subject to Section 11(d), the Member may act by written
          consent.

               (iii) Upon the occurrence of any event that causes the Member to
          cease to be a member of the Company (other than upon an assignment by
          the Member of all of its limited liability company interest in the
          Company and the admission of the transferee pursuant to Sections 23
          and 24) (a "Member Cessation Event"), Springing Member 1 shall,
          without any action of any Person and simultaneously with the Member
          Cessation Event, automatically be admitted to the Company as a Special
          Member and shall continue the Company without dissolution. If,
          however, at the time of a Member Cessation Event, Springing Member 1
          had died or is otherwise no longer able to step into the role of
          Special Member, then in such event, Springing Member 2 shall,
          concurrently with the Member Cessation Event, and without any action
          of any Person and simultaneously with the Member Cessation Event,
          automatically be admitted to the Company as Special Member and shall
          continue the Company without dissolution. It is the intent of these
          provisions that the Company never has more than one Special Member at
          any particular point in time. No Special Member may resign from the
          Company or transfer its rights as Special Member unless a successor
          Special Member has been admitted to the Company as Special Member by
          executing a counterpart to this Agreement.

               The Company shall at all times have two Springing Members. In the
          event of a vacancy in the position of Springing Member, the Member
          shall, as soon as practicable, appoint a successor Springing Member to
          fill such vacancy. By signing this Agreement, each Springing Member
          agrees that, should such Springing Member become a Special Member,
          such Springing Member will be subject to and bound by the provisions
          of this Agreement applicable to a Special Member.

               "Springing Member" means a person who is not a member of the
          Company but who has signed this Agreement in order that, upon the
          conditions described in Section 6(a)(iii), such Person can become the
          Special Member without any delay in order that at all times the
          Company shall have at least one member.


                                       2


          b. Special Member.

               (i) "Special Member" means, upon such person's admission to the
          Company as a member of the Company pursuant to Section 6(a)(iii), a
          person acting as an Independent Manager, in such person's capacity as
          a member of the Company. A Special Member shall only have the rights
          and duties expressly set forth in this Agreement.

               (ii) A Special Member shall be a member of the Company, shall
          have no interest in the profits, losses and capital of the Company,
          and shall have no right to receive any distributions of Company
          assets. Pursuant to Section 18-301 of the Act, a Special Member shall
          not be required to make any capital contributions to the Company and
          shall not receive a limited liability company interest in the Company.
          Except as required by any mandatory provision of the Act, a Special
          Member, in its capacity as Special Member, shall have no right to vote
          on, approve or otherwise consent to any action by, or matter relating
          to, the Company, including, without limitation, the merger,
          consolidation or conversion of the Company. In order to implement the
          admission to the Company of a Special Member, each person acting as a
          Springing Member shall execute a counterpart to this Agreement. Prior
          to its admission to the Company as Special Member, each person acting
          as a Springing Member shall not be a member of the Company.

               (iii) No resignation or removal of a Springing Member, and no
          appointment of a successor Springing Member shall be effective unless
          and until such successor shall have executed a counterpart to this
          Agreement, and such successor has also accepted its appointment as
          Independent Manager pursuant to Section 12; provided, however, a
          Special Member shall automatically cease to be a member of the Company
          upon the admission to the Company of a substitute member ("Substitute
          Member").

          c. Bankruptcy. Notwithstanding any other provision of this Agreement
     to the contrary, the Bankruptcy (as defined herein) of any Member or
     Special Member shall not cause such Member or Special Member to cease to be
     a member of the Company and upon the occurrence of such an event, the
     business of the Company shall continue without dissolution.

          d. Voting. Notwithstanding any provision of this Agreement to the
     contrary, when acting on matters subject to the vote of the Members,
     notwithstanding that the Company is not then insolvent, all of the members
     shall take, to the fullest extent permitted by law, including, without
     limitation, Section 18-1101(c) of the Act, into account the interest of the
     Company's creditors, as well as those of the Members.


                                       3


     7. Certificates. George A. Schmidt, as an "authorized person" within the
meaning of the Act, has executed, delivered and filed the Certificate of
Formation of the Company with the Secretary of State of the State of Delaware.
Upon the filing of the Certificate of Formation with the Secretary of State of
Delaware, his powers as an "authorized person" ceased. As of the date hereof and
going forward, the Member shall act as the designated "authorized person" within
the meaning of the Act. The Member shall execute, deliver and file any other
certificates, and any amendments and/or restatements thereof, necessary for the
Company to do business in the State of California and in any other jurisdiction
in which the Company may wish to conduct business. The existence of the Company
as a separate legal entity shall continue until the cancellation of the
Certificate of Formation as provided in the Act.

     8. Purposes.

          a. Subject to Section 11(d), the purposes of the Company are to engage
     in the following activities:

               (i) to acquire from [________________] and various other entities
          acting as tenants in common (the "Sellers") a fee interest and a
          leasehold interest in certain parcels of real property, together with
          all improvements located thereon, in the City of [________________],
          State of [________________] as more particularly described in the
          Mortgage (as defined below) (the "Property") and any proceeds or
          rights associated therewith,

               (ii) to hold, administer, service or enter into agreements for
          the servicing of, finance, manage, sell, assign, pledge, collect
          amounts due on, lease, mortgage, operate and otherwise deal with the
          Property;

               (iii) to assume indebtedness (the "Indebtedness") secured by that
          certain Deed of Trust, Assignment of Leases and Rents and Security
          Agreement (the "Mortgage") given by the Sellers for the benefit of
          [________________] (the "Original Lender") and currently held by
          [________________], as trustee for registered holders of
          [________________] (including its successors and assigns, "Lender") as
          evidenced by that certain Loan Agreement between Sellers and the
          Original Lender (the "Loan Agreement") and that certain Promissory
          Note (the "Note") made by the Sellers payable to the order of the
          Original Lender and the other Loan Documents (the Mortgage, Note and
          Loan Agreement, together with any of the "Loan Documents" (as defined
          in the Loan Agreement), together with any documents required by the
          Lender in connection with the assumption of the Indebtedness, one
          collectively referred to herein as the "Loan Documents");

               (iv) to invest, or direct the investment of, proceeds from the
          Property and its other assets and any capital and income of the
          Company in accordance with the Loan Documents and not inconsistent
          with this Section 8, Section 11(d) or the Loan Documents; and


                                       4


               (v) to do such other things and carry on any other activities
          which the members determine to be necessary, convenient or incidental
          to any of the foregoing purposes, and have and exercise all of the
          power and rights conferred upon limited liability companies formed
          pursuant to the Act in furtherance of the foregoing stated purposes.

          b. The Company, by or through the Member on behalf of the Company, may
     enter into and perform the Loan Documents and all documents, agreements,
     certificates, or financing statements contemplated thereby or related
     thereto, all without any further act, vote or approval of the Member
     notwithstanding any other provision of this Agreement, the Act or
     applicable law, rule or regulation. The foregoing authorization shall not
     be deemed a restriction on the powers of the Member to enter into any other
     agreements on behalf of the Company. All actions taken by the Member on
     behalf of the Company or on behalf of any of its affiliates prior to the
     date hereof, to effect the transactions contemplated by the Loan Documents,
     are hereby ratified, approved, and confirmed in all respects.

     9. REOC Status. The Company is intended to be a "real estate operating
company" (a "REOC") as that term is defined in 29 C.F.R. Section 2510.3-101(e).
The Member will conduct the affairs and operations of the Company in such a
manner that the Company will qualify as an REOC.

     10. Powers. Subject to Section 11(d), the Company and the Member on behalf
of the Company (i) shall have and exercise all powers necessary, convenient or
incidental to accomplish its purposes as set forth in Section 8; and (ii) shall
have and exercise all of the powers and rights conferred upon limited liability
companies formed pursuant to the Act.

     11. Management.

          a. Management by Member. Subject to Section 11(d), the business and
     affairs of the Company shall be managed by or under the direction of the
     Member. Subject to Section 12, the Member may determine at any time in its
     sole and absolute discretion the number of Independent Managers. The
     initial number of Independent Managers shall be two. The initial
     Independent Managers designated by the Member are [________________] and
     [________________].

          b. Powers. Subject to Section 11(d), the Member shall have the power
     to do any and all acts necessary, convenient or incidental to or for the
     furtherance of the purposes described herein, including all powers,
     statutory or otherwise. Subject to Sections 8 and 10, the Member has the
     authority to bind the Company.

          c. Member as Agent. To the extent of its powers set forth in this
     Agreement and subject to Section 11(d), the Member is an agent of the
     Company for the purpose of the Company's business, and the actions of the
     Member taken in accordance with such powers set forth in this Agreement
     shall bind the Company.


                                       5


          d. Limitations on the Company's Activities.

               (i) This Section 11(d) is being adopted in order to comply with
          certain provisions required in order to qualify the Company as a
          "special purpose entity" for the purpose of the Indebtedness and so
          long as the Indebtedness is outstanding, this Section 11(d) shall
          govern the activities of the Company notwithstanding any other
          provision of this Agreement.

               (ii) The Member shall not, so long as any Indebtedness is
          outstanding, amend, materially alter, change or repeal this Agreement
          without the consent of Lender or its successors and assigns, and,
          after the securitization contemplated by the Loan Agreement, only if
          the Company receives confirmation from each of the applicable rating
          agencies that such amendment would not result in the qualification,
          withdrawal or downgrade of any securities rating. Subject to this
          Section 11(d), the Member reserves the right to amend, alter, change
          or repeal any provisions contained in this Agreement in accordance
          with Section 31. In the event of any conflict between any of the
          definitions of "Independent Manager", "Indebtedness", "Special
          Member", "Springing Member", "Loan Documents", "Property", "Mortgage",
          "Bankruptcy", or Section 2, Sections 6(a)(ii) and (iii), 6(b), 6(c),
          6(d), 8, 10, 11, 12, 13, 18, 22, 23, 24, 25, 26, 27, 29, 30, 31 or 34
          (the "Special Purpose Provisions"), on the one hand, and any other
          provision of this or any other document governing the formation,
          management or operation of the Company, on the other hand, the Special
          Purpose Provisions shall control.

               (iii) Notwithstanding any other provision of this Agreement and
          any provision of law that otherwise so empowers the Company, so long
          as any Indebtedness is outstanding, none of the Company, the Member,
          the Independent Manager or any other Person or entity on behalf of the
          Company shall be authorized or empowered, nor shall they permit the
          Company, without the prior unanimous written consent of the Member and
          all of the Independent Managers, to institute proceedings to have the
          Company adjudicated bankrupt or insolvent, or consent to the
          institution of bankruptcy or insolvency proceedings against the
          Company or file a voluntary petition seeking, or consenting to,
          reorganization or relief with respect to the Company under any
          applicable federal or state law relating to bankruptcy, or seek or
          consent to the appointment of a receiver, liquidator, assignee,
          trustee, sequestrator (or other similar official) of the Company or a
          substantial part of its property, or make any assignment for the
          benefit of creditors of the Company, or admit in writing the Company's
          inability to pay its debts generally as they become due, or to the
          fullest extent permitted by law, to take any action in furtherance of
          any such action, provided, however, that the Member may not vote on,
          or authorize the taking of, any of the foregoing actions unless there
          are two Independent Managers then serving in such capacity. To the
          fullest extent permitted by law, for so long as any Indebtedness is
          outstanding, none of the Company, the Member or the Independent
          Managers shall be authorized or empowered, nor shall they permit the
          Company to consolidate, merge, dissolve, terminate, liquidate or sell
          all or substantially all of the Company's assets (other than such
          sales as are permitted under the Loan Documents).


                                       6


               (iv) So long as any Indebtedness is outstanding, the Member shall
          cause the Company to do or cause to be done all things necessary to
          preserve and keep in full force and effect its existence, rights
          (charter and statutory) and franchises. The Member also shall cause
          the Company to be a "special purpose entity", as such term is defined
          in the Loan Agreement, and shall cause the Company to do the
          following:

               (1)  maintain its own separate books and records, bank
                    statements, and bank accounts;

               (2)  at all times hold itself out to the public as a legal entity
                    separate from the Member and any other Person (as defined
                    below) and not identify itself as a division of any other
                    Person;

               (3)  file its own tax returns, if any, as may be required under
                    applicable law, to the extent not treated as a "disregarded
                    entity", and pay any taxes required to be paid under
                    applicable law;

               (4)  not commingle its assets with assets of any other Person and
                    not divert any of its funds to any other Person or for any
                    other purpose other than business uses of the Company, as
                    applicable;

               (5)  conduct its business in its own name separate and apart from
                    that of any of its Affiliates or any other Person and hold
                    all of its assets in its own name;

               (6)  strictly comply with all Delaware limited liability company
                    organizational formalities to maintain its separate
                    existence;

               (7)  pay its own liabilities and expenses only out of its own
                    funds;

               (8)  maintain a commercially reasonable relationship with its
                    Affiliates (as defined below) and its Member that is
                    substantially similar to the relationship that would exist
                    between unaffiliated entities dealing under terms which are
                    commercially reasonable and, except for capital
                    contributions and capital distributions permitted under the
                    terms and conditions of this Agreement, similar to those in
                    "arms length" transactions between unaffiliated entities;


                                       7


               (9)  from its own funds, pay the salaries of its own employees,
                    if any;

               (10) not guarantee or become obligated for the debts of any other
                    entity, including any Affiliate, and not hold out its credit
                    as being available to satisfy the obligations of others;

               (11) allocate fairly and reasonably any overhead for shared
                    office space;

               (12) use separate stationery, invoices and checks bearing its own
                    name;

               (13) not pledge its assets for the benefit of any other Person or
                    make any loans or advances to any other Person;

               (14) correct any known misunderstanding regarding its separate
                    identity;

               (15) maintain adequate capital and an adequate number of
                    employees in light of its contemplated business purposes;

               (16) not acquire any obligations or securities of a Member or its
                    affiliates;

               (17) cause the Member and other representatives of the Company to
                    act at all times with respect to the Company consistent with
                    and in furtherance of the foregoing and in the best
                    interests of the Company;

               (18) not own any asset or property other than (i) the Property;
                    and (ii) personal property necessary for the ownership and
                    operation of the Property;

               (19) not engage, directly or indirectly, in any business other
                    than the ownership, management and operation of the
                    Property; and

               (20) maintain separate financial statements, showing its assets
                    and liabilities separate and apart from those of any other
                    Person or entity, in accordance with generally accepted
                    accounting principles ("GAAP") or otherwise in accordance
                    with the Loan Documents and not to have its assets listed on
                    the financial statement of any other entity.

               Subject to Section 11(d)(ii), the Member shall be prohibited from
          amending this Agreement with respect to the foregoing covenants
          without the consent of Lender or its successors and assigns, and,


                                       8


          after the securitization contemplated by the Loan Agreement only if
          the Company receives (i) confirmation from each of the applicable
          rating agencies that such amendment would not result in the
          qualification, withdrawal or downgrade of any securities rating; and
          (ii) approval of such amendment by Lender or its successors and
          assigns. Failure of the Company, or the Member or an Independent
          Manager on behalf of the Company, to comply with any of the foregoing
          covenants or any of the other covenants contained in this Agreement
          shall not affect the status of the Company as a separate legal entity
          or the limited liability of the Member or the Independent Managers.

               (v) So long as any Indebtedness is outstanding, the Member shall
          not cause or permit the Company to:

               (1)  become or remain liable, directly or contingently, in
                    connection with any indebtedness or other liability of any
                    other person or entity, whether by guarantee, endorsement
                    (other than endorsements of negotiable instruments for
                    deposit or collection in the ordinary course of business),
                    agreement to purchase or repurchase, agreement to supply or
                    advance funds, or otherwise;

               (2)  grant or permit to exist any lien, encumbrance, claim,
                    security interest, pledge or other right in favor of any
                    person or entity with respect to the Property, except as
                    contemplated by the Loan Documents;

               (3)  engage, directly or indirectly, in any business other than
                    owning the Property or the actions required or permitted to
                    be performed under Section 8, the Loan Documents, or this
                    Section 11(d);

               (4)  incur, create or assume any indebtedness other than the
                    Indebtedness and liabilities incurred in the ordinary course
                    of its business that are related to, and reasonably
                    necessary for, the ownership and operation of the Property
                    and permitted under the Loan Documents;

               (5)  make or permit to remain outstanding any loan or advance to
                    any other person or entity, or own or acquire (a)
                    indebtedness issued by any other person or entity, or (b)
                    any stock or securities of or interest in, any person or
                    entity;

               (6)  enter into, or be a party to, any transaction with any of
                    its affiliates, except (i) the transactions contemplated by
                    the Loan Documents, and (ii) any other transactions that are


                                       9


                    consistent with market terms of any such transactions
                    entered into by unaffiliated parties and that are (A) in the
                    ordinary course of business; (B) pursuant to the reasonable
                    requirements and purposes of its business; and (C) upon fair
                    and reasonable terms (and, to the extent material, pursuant
                    to enforceable written agreements);

               (7)  transfer limited liability company ownership interests other
                    than such activities that are expressly permitted pursuant
                    to Sections 23 and 24 hereof;

               (8)  form, acquire or hold any subsidiary or own equity interest
                    in any other entity (whether corporate, partnership, limited
                    liability company or other);

               (9)  to the fullest extent permitted by applicable law, engage in
                    any dissolution, liquidation, consolidation, merger, sale or
                    other transfer of any of its assets outside the ordinary
                    course of the Company's business;

               (10) elect to be classified as an association taxable as a
                    corporation for federal, state, local or other income tax
                    purposes; or

               (11) make any change to its name or principal business or use of
                    any trade names, fictitious names, assumed names or "doing
                    business as" names.

          e. Actions Requiring the Consent of the Member. Without the express
     written approval of the Member, but expressly subject to the additional
     limitations on and obligations of the Member, the Company shall not:

               (i) do any act in contravention of this Agreement;

               (ii) do any act which would make it impossible to carry on the
          ordinary business of the Company or the Member;

               (iii) sell, assign or transfer in whole or any portions the
          Property except as permitted in this Agreement and the Loan Documents;

               (iv) confess a judgment against the Company or the Member;

               (v) possess property or assign rights in specific Company
          property for other than a purpose described herein;

               (vi) except as otherwise provided in this Agreement, admit a
          person or entity as a Member of the Company; or


                                       10


               (vii) pay any fee or other compensation, take any action or grant
          any consent which is otherwise prohibited by this Agreement.

     12. Independent Managers. As long as any Indebtedness is outstanding, the
Member shall cause the Company at all times to have at least two Independent
Managers who will each be appointed by the Member. To the fullest extent
permitted by law, including Section 18-1101(c) of the Act, the Independent
Managers shall consider only the interests of the Company, including its
respective creditors, in acting or otherwise voting on the matters referred to
in Section 11(d)(iii). No resignation or removal of an Independent Manager, and
no appointment of a successor Independent Manager, shall be effective until the
successor Independent Manager (i) shall have accepted his or her appointment by
a written instrument; and (ii) shall have executed a counterpart of this
Agreement as required by Section 6(b)(iii). In the event of a vacancy in the
position of Independent Manager, the Member shall, as soon as practicable,
appoint a new Independent Manager. All right, power and authority of the
Independent Managers shall be limited to the extent necessary to exercise those
rights and perform those duties specifically set forth in this Agreement. Except
as provided in the second sentence of this Section 12, in exercising their
rights and performing their duties under this Agreement, the Independent
Managers shall have a fiduciary duty of loyalty and care similar to that of a
director of a business corporation organized under the General Corporation Law
of the State of Delaware. No Independent Manager shall at any time serve as
trustee in bankruptcy for any Affiliate of the Company. As used in this
Agreement, "Affiliate" shall mean, with respect to any Person, any other Person,
directly or indirectly, Controlling or Controlled by or under direct or indirect
common Control with such Person including, without limitation, (i) any Person
who has a familial relationship, by blood, marriage or otherwise with any
partner or employee of the Company, or any affiliate thereof; and (ii) any
Person which receives compensation for administrative, legal or accounting
services from the Company or any Affiliate. As used in this Agreement,
"Control", "Controlled" or "Controlling" shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of a Person, whether through the ownership of voting securities or
general partnership or managing member interests, by contract or otherwise.
Without limiting the generality of the foregoing, a Person shall be deemed to
Control any other Person in which it owns, directly or indirectly, a majority of
the ownership interests. As used in this Agreement, "Person" shall mean any
individual, corporation, partnership, joint venture, limited liability company,
limited liability partnership, associate, joint stock company, trust,
unincorporated organization or other organization, whether or not a legal
entity, and any governmental authority.

     13. Independent Manager. "Independent Manager" shall mean a natural person
who is not at the time of initial appointment and has not been at any time
during the preceding five (5) years and shall not be while serving as an
Independent Manager: (a) an officer, director, employee, partner, manager,
member, stockholder or beneficial-interest holder of the Company or any
Affiliate (other than his or her service as an independent manager, independent
director, or special member of the Company); (b) a creditor, customer, supplier
or other Person who derives any of its purchases or revenues (other than any fee
the Independent Manager or the entity which employs the Independent Manager
receives from (i) serving as an Independent Manager of the Company; or (ii)
normal corporate services) from its activities with the Company; (c) a Person or
other entity Controlling or under common Control with any such Person described
in (a) or (b) above; or (d) a member of the immediate family of any such


                                       11


officer, director, employee, partner, manager, member, stockholder, or
beneficial-interest holder of the Company or creditor, customer, supplier or
special member of the Company. A natural person who satisfies the foregoing
definition other than subparagraph (b) shall not be disqualified from serving as
an Independent Manager of the Company if such individual is an independent
director provided by a nationally recognized company that provides professional
independent managers/directors (a "Professional Independent Director") and it
also provides other corporate services in the ordinary course of its business. A
natural person who otherwise satisfies the foregoing definition except for being
the independent director of a "special purpose entity" affiliated with the
Company that does not own a direct or indirect equity interest in the Company or
any co-borrower shall not be disqualified from serving as an Independent Manager
of the Company if such individual is either (i) a Professional Independent
Director or (ii) the fees that such individual earns from serving as independent
director of Affiliates of the Company constitute in the aggregate less than five
percent (5%) of such individual's annual income. Notwithstanding the immediately
preceding sentence, an Independent Manager may not simultaneously serve as
Independent Manager of the Company and independent director of a special purpose
entity that owns a direct or indirect equity interest in the Company or in any
co-borrower with the Company. For purposes of this paragraph, a "special purpose
entity" is an entity, whose organizational documents contain restrictions on its
activities and impose requirements intended to preserve the Company's
separateness that are substantially similar to those of the Company.

     14. Limited Liability. Except as otherwise expressly provided in the Act,
the debts, obligations and liabilities of the Company, whether arising in
contract, tort, or otherwise, shall be the debts, obligations and liabilities
solely of the Company, and none of the Member nor any partner thereof, any
Special Member or any Independent Manager shall be obligated personally for any
such debt, obligation or liability of the Company solely by reason of being a
Member, Special Member or Independent Manager of the Company.

     15. Capital Contributions. The Member has a one hundred percent (100%)
limited liability company interest in the Company. The Member shall, within ten
(10) days following its execution of this Agreement, make a capital contribution
to the Company of One Hundred Dollars ($100.00).

     16. Additional Contributions. The Member is not required to make any
additional capital contributions to the Company. However, the Member may make
additional capital contributions to the Company at any time. The provisions of
this Section 16 are intended solely to benefit the Member and, to the fullest
extent permitted by law, shall not be construed as conferring any benefit upon
any creditor of the Company (and no such creditor of the Company shall be a
third-party beneficiary of this Agreement) and the Member and the Special
Members shall not have any duty or obligation to any creditor of the Company to
make any contribution to the Company or to issue any call for capital pursuant
to this Agreement. In the event Member pays any amount to Lender pursuant to the
terms of the Guaranty given by the Member, as guarantor, or any other covenant
under the Loan Documents given by Member for the benefit of Lender in connection
with the Indebtedness, and which reduces the outstanding amount of the
Indebtedness, such amount shall be deemed to be a contribution to the capital of
the Company made by the Member.


                                       12


     17. Tax Status. It is intended that the Company, solely for tax purposes,
shall be disregarded as an entity separate from its Member for federal, state
and local income tax purposes.

     18. Distributions. Distributions shall be made to the Member at the times
and in the aggregate amounts determined by the Member. Notwithstanding any
provision to the contrary contained in this Agreement, the Company shall not be
required to make a distribution to the Member on account of its interest in the
Company if such distribution would violate Section 18-607 of the Act or any
other applicable law, or constitute a default under the Loan Documents. Any
payments made pursuant to the Loan Documents to or for the benefit of the
Member, in its future capacity as a mezzanine borrower, shall constitute
distributions to or at the direction of the Member.

     19. Books and Records. The Member shall keep or cause to be kept complete
and accurate books of account and records with respect to the Company's
business. The books of the Company shall at all times be maintained by the
Member. The Member and its duly authorized representatives shall have the right
to examine the Company books, records and documents during normal business
hours. The Company's books of account shall be kept using the method of
accounting determined by the Member. The Company's independent auditor shall be
an independent public accounting firm selected by the Member.

     20. Reports.

          a. The Company shall cause to be prepared, at the Company's expense,
     such financial reports and other information as the Member may determine
     are appropriate or necessary.

          b. If required, the Member shall cause the accountants of the Company
     to prepare all federal, state and local tax returns required of the
     Company, submit those returns to the Member for its approval no later than
     thirty (30) calendar days prior to the date required for the filing thereof
     (including any extensions granted) and will cause the tax returns to be
     filed after they have been approved by the Member.

          c. All decisions as to accounting principles shall be made by the
     Member, subject to the provisions of this Agreement.

     21. Other Business. The Special Members and any Affiliate of the Member may
engage in or possess an interest in other business ventures (unconnected with
the Company) of every kind and description, independently or with others
notwithstanding any provision to the contrary at law or at equity. The Company
shall not have any rights in or to such independent ventures or the income or
profits therefrom by virtue of this Agreement. Neither the Member nor any
Special Member nor any Manager shall have the right, power or authority to bind
the Company, the Member or any partner in Member in connection with any other
business or transaction which is not within the scope of the purpose of the
Company as set forth herein.


                                       13


     22. Exculpation and Indemnification.

          a. No Member, Special Member, Independent Manager, employee, agent or
     Affiliate of the Company and no direct or indirect employee,
     representative, partner, agent or Affiliate of the Member (collectively,
     the "Covered Persons") shall be liable to the Company or any other Person
     who has an interest in or claim against the Company for any loss, damage or
     claim incurred by reason of any act or omission performed or omitted by
     such Covered Person in good faith on behalf of the Company and in a manner
     reasonably believed to be within the scope of the authority conferred on
     such Covered Person by this Agreement excepting a Covered Person shall be
     liable for any such loss, damage or claim incurred by reason of such
     Covered Person's gross negligence or willful misconduct.

          b. To the fullest extent permitted by applicable law, a Covered Person
     shall be entitled to indemnification from the Company for any loss, damage
     or claim incurred by such Covered Person by reason of any act or omission
     performed or omitted by such Covered Person in good faith on behalf of the
     Company and in a manner reasonably believed to be within the scope of the
     authority conferred on such Covered Person by this Agreement, except that
     no Covered Person shall be entitled to be indemnified in respect of any
     loss, damage or claim incurred by such Covered Person by reason of such
     Covered Person's gross negligence or willful misconduct with respect to
     such acts or omissions; provided, however, that any indemnity under this
     Section 22 shall be provided out of and to the extent of the Company assets
     only, and no Member or Independent Manager shall have personal liability on
     account thereof; and provided further, that so long as any Indebtedness is
     outstanding, indemnification payments under this Section 22 (including
     without limitation any payments made under Section 22(c)) shall be fully
     subordinated to any obligations respecting the Property and no indemnity
     payment from funds of the Company (as distinct from funds from other
     sources, such as insurance) of any indemnity under this Section 22 shall be
     payable from amounts allocable to any other Person pursuant to the Loan
     Documents and, to the fullest extent permitted by law, shall not constitute
     a claim against the Company if there is otherwise insufficient cash flow to
     pay such obligations.

          c. To the fullest extent permitted by applicable law and subject to
     Section 22(b) above, expenses (including legal fees) incurred by a Covered
     Person defending any claim, demand, action, suit or proceeding shall, from
     time to time, be advanced by the Company prior to the final disposition of
     such claim, demand, action, suit or proceeding upon receipt by the Company
     of an undertaking by or on behalf of the Covered Person to repay such
     amount if it shall be determined that the Covered Person is not entitled to
     be indemnified as authorized by this Section 22.

          d. A Covered Person shall be fully protected in relying in good faith
     upon the records of the Company and upon such information, opinions,
     reports or statements presented to the Company by any Person as to matters
     the Covered Person reasonably believes are within such other Person's
     professional or expert competence and who has been selected with reasonable
     care by or on behalf of the Company, including information, opinions,


                                       14


     reports or statements as to the value and amount of the assets,
     liabilities, or any other facts pertinent to the existence and amount of
     assets from which distributions to the Member might properly be paid.

          e. To the extent that, at law or in equity, a Covered Person has
     duties, including fiduciary duties, and liabilities relating thereto to the
     Company or to any other Covered Person, a Covered Person acting under this
     Agreement shall not be liable to the Company or to any other Covered Person
     for its good faith reliance on the provisions of this Agreement or any
     approval or authorization granted by the Company or any other Covered
     Person. The provisions of this Agreement, to the extent that they restrict
     the duties and liabilities of a Covered Person otherwise existing at law or
     in equity, are agreed by the Member and the Special Members to replace such
     other duties and liabilities of such Covered Person.

          f. The foregoing provisions of this Section 22 shall survive any
     termination of this Agreement.

     23. Transfers.

          (a) The transfer of any direct or indirect limited liability company
     ownership interest in the Company must be made in accordance with the Loan
     Documents. Any such transfer in violation of the terms of this Agreement or
     the Loan Documents shall be void and of no effect. If the Member transfers
     all of its membership interest in the Company pursuant to this Section 23
     and in accordance with the Loan Documents, the transferee shall be admitted
     to the Company as a member of the Company upon its execution of an
     instrument signifying its agreement to be bound by the terms and conditions
     of this Agreement, which instrument may be a counterpart signature page to
     this Agreement. Such admission shall be deemed effective immediately prior
     to the transfer and, immediately following such admission, the transferor
     Member shall cease to be a member of the Company.

          (b) Upon a foreclosure, sale or other transfer of the limited
     liability company interests in the Company pursuant to a future pledge and
     security agreement, (the "Mezzanine Pledge Agreement"), among Member and
     Mezzanine Lender (defined below), the holder of such limited liability
     company interests shall, upon the execution of a counterpart to this
     Agreement, automatically be admitted as member of the Company upon such
     foreclosure, sale or other transfer, with all of the rights and obligations
     of the Member hereunder, subject to the limitations on transferability of
     such interests as described in this Section 23. The Company acknowledges
     that a pledge of the membership interest in the Company made by the Member
     in connection with the Mezzanine Pledge Agreement shall be a pledge not
     only of profits and losses of the Company, but also a pledge of all rights
     and obligations of the Member. Upon a foreclosure, sale or other transfer
     of the limited liability company interests of the Company pursuant to the
     Mezzanine Pledge Agreement, the successor Member may transfer its interests
     in the Company, subject to this Section 23. Notwithstanding any provision
     in the Act or any other provision contained herein to the contrary, the


                                       15


     Member shall be permitted to pledge and, upon any foreclosure of such
     pledge in connection with the admission of the Mezzanine Lender as a
     member, to transfer to the Mezzanine Lender its rights and powers to manage
     and control the affairs of the Company pursuant to the terms of the
     Mezzanine Pledge Agreement. Upon the exercise of its rights under the
     Mezzanine Pledge Agreement, the Mezzanine Lender shall have, among its
     other powers, the right to appoint and remove Independent Managers pursuant
     to the terms of Sections 11 and 12 herein.

          (c) Notwithstanding anything to the contrary contained herein, the
     Member shall not, without the prior written consent of the Mezzanine
     Lender, if any, issue and shall not permit the issuance of any additional
     limited liability company interests of the Company other than its initial
     issuance of limited liability company interests issued on or prior to the
     date of this Agreement.

          (d) Notwithstanding any provision in the Act or any other provision
     contained herein to the contrary, all limited liability company interests
     or shares issued by the Company are not and shall not become securities
     governed by Article 8 of the Uniform Commercial Code, see U.C.C.
     ss.8-103(c) (revised 1994 as in effect from time to time in the State of
     Delaware and any other applicable jurisdiction).

          For the purposes of this Section 23, "Mezzanine Lender" means any
     future mezzanine lender, its successors and assigns entering into a loan
     with a Member as borrower pursuant to which such Member pledges to the
     mezzanine lender all of its membership interest in the Company.

     24. Admission of Additional Members. Subject to the terms of Section 23,
one or more additional members of the Company may be admitted to the Company
with the written consent of the Member; provided that, notwithstanding the
foregoing, so long as any Indebtedness remains outstanding, no additional
members may be admitted to the Company, other than the Substitute Member or the
Special Member, unless there is a transfer of 100% of the membership interest to
a single entity in accordance with Section 23. In addition, any such admission
pursuant to this Section 24 to the extent applicable must be made in accordance
with the Loan Documents.

     25. Dissolution.

          a. Subject to Section 11(d), the Company shall be dissolved, and its
     affairs shall be wound up upon the first to occur of the following: (i) the
     termination of the legal existence of the last remaining member of the
     Company or the occurrence of any other event which terminates the continued
     membership of the last remaining member of the Company in the Company
     unless the business of the Company is continued in a manner required under
     Section 6(a)(iii) or this Section 25 or permitted by this Agreement or the
     Act; or (ii) the entry of a decree of judicial dissolution under Section
     18-802 of the Act. Upon the occurrence of any event that causes the last
     remaining member of the Company to cease to be a member of the Company or
     the Member to cease to be a member of the Company (other than upon an
     assignment by the Member of all of its limited liability company interest


                                       16


     in the Company and the admission of the transferee pursuant to Sections 23
     and 24), to the fullest extent permitted by law, the personal
     representative of such member is hereby authorized to, and shall, within 90
     days after the occurrence of the event that terminated the continued
     membership of such member of the Company, agree in writing (i) to continue
     the Company; and (ii) to the admission of the personal representative or
     its nominee or designee, as the case may be, as a Substitute Member of the
     Company, effective as of the occurrence of the event that terminated the
     continued membership of such member of the Company in the Company.

          b. Notwithstanding any other provision of this Agreement, the
     Bankruptcy of the Member or the Special Member shall not cause the Member
     or such Special Member to cease to be a member of the Company and upon the
     occurrence of such an event, the business of the Company shall continue
     without dissolution. Notwithstanding any other provision of this Agreement,
     the Member waives any right it might have to agree in writing to dissolve
     the Company upon the Bankruptcy of the Member or the occurrence of any
     other event that causes such Member to cease to be a member of the Company.
     "Bankruptcy" means, with respect to the Member or the Special Member, if
     the Member or a Special Member (i) makes an assignment for the benefit of
     creditors; (ii) files a voluntary petition in bankruptcy; (iii) is adjudged
     a bankrupt or insolvent, or has entered against itself an order for relief,
     in any bankruptcy or insolvency proceeding; (iv) files a petition or answer
     seeking for itself any reorganization, arrangement, composition,
     readjustment, liquidation, or similar relief under any statute, law or
     regulation; (v) files an answer or other pleading admitting or failing to
     contest the material allegations of a petition filed against it in any
     proceeding of this nature; (vi) seeks, consents to or acquiesces in the
     appointment of a trustee, receiver or liquidator of the Person or of all or
     any substantial part of its properties; or (vii) 120 days after the
     commencement of any proceeding against the Person seeking reorganization,
     arrangement, composition, readjustment, liquidation, or similar relief
     under any statute, law or regulation, if the proceeding has not been
     dismissed, or if within 90 days after the appointment, without the Person's
     consent or acquiescence, of a trustee, receiver or liquidator of the Person
     or of all or any substantial part of its properties, the appointment is not
     vacated or stayed, or within 90 days after the expiration of any such stay,
     the appointment is not vacated. With respect to any Person, the foregoing
     definition of "Bankruptcy" is intended to replace and shall supersede the
     definition of "bankruptcy" set forth in Sections 18-101(1) and 18-304 of
     the Act.

          c. In the event of dissolution, the Company shall conduct only such
     activities as are necessary to wind up its affairs (including the sale of
     the assets of the Company in an orderly manner), and the assets of the
     Company shall be applied in the manner, and in the order of priority, set
     forth in Section 18-804 of the Act; provided, however, if at such time (i)
     any Indebtedness is outstanding and (ii) the Company has not been released
     from its obligations with respect to such Indebtedness in accordance with
     the Loan Documents, then, to the extent permissible by applicable law, the
     Company shall not liquidate the Property without first obtaining the
     approval of the mortgagee holding the Mortgage or any other mortgagee
     holding first priority liens on any portion of the Property. Such


                                       17


     mortgagees may continue to exercise all of their rights under the existing
     security instruments or agreements until the Indebtedness has been fully
     paid or discharged.

          d. The Company shall terminate when (i) all of the assets of the
     Company, after payment of or due provision for all debts, liabilities and
     obligations of the Company shall have been distributed to the Member in the
     manner provided for in this Agreement; and (ii) the Certificate of
     Formation shall have been canceled in the manner required by the Act.

     26. Waiver of Partition; Nature of Interest. Except as otherwise expressly
provided in this Agreement, to the fullest extent permitted by law, the Member
and the Independent Managers hereby irrevocably waive any right or power that
such Member or the Independent Managers might have to cause the Company or any
of its assets to be partitioned, to cause the appointment of a receiver for all
or any portion of the assets of the Company, to compel any sale of all or any
portion of the assets of the Company pursuant to any applicable law or to file a
complaint or to institute any proceeding at law or in equity to cause the
dissolution, liquidation, winding up or termination of the Company. No Member
shall have any interest in any specific asset of the Company, and no Member
shall have the status of a creditor with respect to any distribution pursuant to
Section 18 hereof. The interest of the Member in the Company is personal
property.

     27. Benefits of Agreement; No Third-Party Rights. None of the provisions of
this Agreement shall be for the benefit of or enforceable by any creditor of the
Company or by any creditor of the Member other than (i) the Special Purpose
Provisions, which shall be for the benefit of Lender and its successors and
assigns; and (ii) Section 34 which shall be for the benefit of each Independent
Manager. Subject to the Special Purpose Provisions, nothing in this Agreement
shall be deemed to create any right in any Person (other than Covered Persons)
not a party hereto, and this Agreement shall not be construed in any respect to
be a contract in whole or in part for the benefit of any third Person.

     28. Severability of Provisions. Each provision of this Agreement shall be
considered severable and if for any reason any provision or provisions herein
are determined to be invalid, unenforceable or illegal under any existing or
future law, such invalidity, unenforceability or illegality shall not impair the
operation of or affect those portions of this Agreement which are valid,
enforceable and legal.

     29. Entire Agreement. This Agreement constitutes the entire agreement of
the parties with respect to the subject matter hereof.

     30. Governing Law. This Agreement shall be governed by and construed under
the laws of the State of Delaware (without regard to conflict of laws
principles), all rights and remedies being governed by said laws.

     31. Amendments. Subject to Section 11(d) and 11(e), this Agreement may not
be modified, altered, supplemented or amended except pursuant to a written
agreement executed and delivered by the Member. Subject to Section 11(d) and
11(e), so long as any Indebtedness is outstanding, this Agreement may not be


                                       18


modified, altered, supplemented or amended unless the Lender under the Loan
Documents consents and, to the extent the Indebtedness has been securitized, the
related rating agencies have delivered written confirmation that such changes
will not result in the qualification, downgrade or withdrawal of any ratings
assigned to the related securities, except: (i) to cure any ambiguity or (ii) to
appoint a successor Independent Manager pursuant to Section 12.

     32. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original of this Agreement and
all of which together shall constitute one and the same instrument.

     33. Notices. Any notices required to be delivered hereunder shall be in
writing and personally delivered, mailed or sent by telecopy, electronic mail,
or other similar form of rapid transmission, and shall be deemed to have been
duly given upon receipt (a) in the case of the Company, to the Company at its
address set forth in Section 3; (b) in the case of the Member, to the Member at
its address as listed on Schedule A attached hereto; and (c) in the case of
either of the foregoing, at such other address as may be designated by written
notice to the other party.

     34. Enforcement by Independent Manager. Notwithstanding any other provision
of this Agreement, the Member and the Springing Members agree that this
Agreement, including, without limitation, the Special Purpose Provisions
constitutes a legal, valid and binding agreement of the Member and the Springing
Members, and is enforceable against the Member and the Springing Members by the
Independent Managers, in accordance with its terms. In addition, each of the
Independent Managers shall be an intended beneficiary of this Agreement.

     35. Effectiveness. Pursuant to Section 18-201(d) of the Act, this Agreement
shall be effective as of [________________].

             [Signature page follows. No further text on this page.]



                                       19


                                                                       EXHIBIT D
                  Form of Level 2 Subsidiary Limited Liability Company Agreement


     IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby,
have duly executed this Agreement effective as of ______________ ___, ____.

                        MEMBER:
                        -------

                        [________________] REIT, LLC, a Delaware limited
                        liability company

                        By: OG RETAIL HOLDING CO., LLC, a Delaware
                            limited liability company, its managing member

                            By: GLIMCHER PROPERTIES LIMITED PARTNERSHIP,
                                a Delaware limited partnership, as
                                administering member

                                By: GLIMCHER PROPERTIES CORPORATION, a
                                    Delaware corporation, its sole general
                                    partner

                                    By:_________________________
                                       George A. Schmidt, as
                                       Executive Vice President


                        Springing Member 1/Independent Manager:
                        ---------------------------------------

                               ____________________________
                               [________________], individually


                        Springing Member 2/Independent Manager:
                        ---------------------------------------

                               ____________________________
                               [________________], individually


                        Signature Page For LLC Agreement


                                   SCHEDULE A
                                   ----------

                                     Member
                                     ------



[________________] REIT, LLC
c/o Glimcher Properties Limited Partnership
150 East Gay Street
Columbus, Ohio 43215
Attention: General Counsel

EX-10.90

                                                                   Exhibit 10.90





                               TERM LOAN AGREEMENT



                          DATED AS OF JANUARY 13, 2006

                                      AMONG

                                 GM OLATHE, LLC

                                       AND

                    GLIMCHER PROPERTIES LIMITED PARTNERSHIP,
                                  AS BORROWERS


                                       AND

                          KEYBANK NATIONAL ASSOCIATION
                    AS ADMINISTRATIVE AGENT AND LEAD ARRANGER

                                       AND

                               THE SEVERAL LENDERS
                        FROM TIME TO TIME PARTIES HERETO,
                                   AS LENDERS




                                TABLE OF CONTENTS

ARTICLE I DEFINITIONS..........................................................1
ARTICLE II THE CREDIT.........................................................12
   2.1     Generally..........................................................12
   2.2     Ratable Advances...................................................12
   2.3     Final Principal Payment............................................12
   2.4     Fees...............................................................12
   2.5     Intentionally Omitted..............................................12
   2.6     Optional Prepayments; Mandatory Prepayments........................12
   2.7     Method of Selecting Types and Interest Periods.....................13
   2.8     Conversion and Continuation of Outstanding Advances................13
   2.9     Changes in Interest Rate, Etc......................................14
   2.10    Rates Applicable After Default.....................................14
   2.11    Method of Payment..................................................14
   2.12    Notes; Telephonic Notices..........................................15
   2.13    Interest Payment Dates; Interest and Fee Basis.....................15
   2.14    Notification of Advances, Interest Rates and Prepayments...........15
   2.15    Lending Installations..............................................15
   2.16    Non-Receipt of Funds by the Administrative Agent...................15
   2.17    Replacement of Lenders under Certain Circumstances.................16
   2.18    Usury..............................................................16
ARTICLE III CHANGE IN CIRCUMSTANCES...........................................17
   3.1     Yield Protection...................................................17
   3.2     Changes in Capital Adequacy Regulations............................17
   3.3     Availability of Types of Advances..................................18
   3.4     Funding Indemnification............................................18
   3.5     Taxes..............................................................18
   3.6     Lender Statements; Survival of Indemnity...........................20
ARTICLE IV CONDITIONS PRECEDENT...............................................20
   4.1     Initial Advance....................................................20
ARTICLE V REPRESENTATIONS AND WARRANTIES......................................23
   5.1     Existence..........................................................23
   5.2     Authorization and Validity.........................................23
   5.3     No Conflict; Government Consent....................................23
   5.4     Financial Statements; Material Adverse Effect......................24
   5.5     Taxes..............................................................24
   5.6     Litigation and Guarantee Obligations...............................24
   5.7     Intentionally Omitted..............................................24
   5.8     ERISA..............................................................24
   5.9     Accuracy of Information............................................25
   5.10    Regulation U.......................................................25
   5.11    Material Agreements................................................25
   5.12    Compliance With Laws...............................................25
   5.13    Ownership of Projects..............................................25
   5.14    Investment Company Act.............................................25
   5.15    Public Utility Holding Company Act.................................25
   5.16    Intentionally Omitted..............................................25
   5.17    Insurance..........................................................25
   5.18    REIT Status........................................................26
   5.19    Title to Property..................................................26
   5.20    Environmental Matters..............................................26
   5.21    Collateral Asset...................................................27
   5.22    Office of Foreign Asset Control....................................28


                                       -i-


ARTICLE VI COVENANTS..........................................................29
   6.1     Financial Reporting................................................29
   6.2     Use of Proceeds....................................................30
   6.3     Notice of Default..................................................30
   6.4     Conduct of Business................................................30
   6.5     Taxes..............................................................30
   6.6     Insurance..........................................................30
   6.7     Compliance with Laws...............................................31
   6.8     Maintenance of Properties..........................................31
   6.9     Inspection.........................................................31
   6.10    Maintenance of Status..............................................31
   6.11    Dividends..........................................................31
   6.12    No Change in Control...............................................31
   6.13    Affiliates.........................................................31
   6.14    Consolidated Net Worth.............................................31
   6.15    Indebtedness and Cash Flow Covenants...............................31
   6.17    Approval of Leases.................................................32
ARTICLE VII DEFAULTS..........................................................32
ARTICLE VIII ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES...................34
   8.1     Acceleration.......................................................34
   8.2     Amendments.........................................................34
   8.3     Preservation of Rights.............................................35
   8.4     Foreclosure........................................................35
   8.5     Insolvency of Borrower.............................................36
ARTICLE IX GENERAL PROVISIONS.................................................36
   9.1     Survival of Representations........................................36
   9.2     Governmental Regulation............................................36
   9.3     Intentionally Omitted..............................................36
   9.4     Headings...........................................................36
   9.5     Entire Agreement...................................................36
   9.6     Several Obligations; Benefits of this Agreement....................36
   9.7     Expenses; Indemnification..........................................37
   9.8     Numbers of Documents...............................................37
   9.9     Accounting.........................................................37
   9.10    Severability of Provisions.........................................37
   9.11    Nonliability of Lenders............................................37
   9.12    CHOICE OF LAW......................................................37
   9.13    CONSENT TO JURISDICTION............................................38
   9.14    WAIVER OF JURY TRIAL...............................................38
ARTICLE X THE ADMINISTRATIVE AGENT............................................38
   10.1    Appointment........................................................38
   10.2    Powers.............................................................38
   10.3    General Immunity...................................................39
   10.4    No Responsibility for Loans, Recitals, etc.........................39
   10.5    Action on Instructions of Lenders..................................39
   10.6    Employment of Agents and Counsel...................................39
   10.7    Reliance on Documents; Counsel.....................................39
   10.8    Administrative Agent's Reimbursement and Indemnification...........40
   10.9    Rights as a Lender.................................................40
   10.10   Lender Credit Decision.............................................40
   10.11   Successor Administrative Agent.....................................40
   10.12   Notice of Defaults.................................................41
   10.13   Requests for Approval..............................................41
   10.14   Defaulting Lenders.................................................41


                                       ii


ARTICLE XI RELEASE OF PORTION OF COLLATERAL ASSET.............................42
   11.1    Transfer...........................................................42
   11.2    Release............................................................43
   11.3    Subdivision Alternative............................................43
ARTICLE XII BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS.................44
   12.1    Successors and Assigns.............................................44
   12.2    Participations.....................................................45
   12.3    Assignments........................................................45
   12.4    Dissemination of Information.......................................46
   12.5    Tax Treatment......................................................46
ARTICLE XIII NOTICES..........................................................46
   13.1    Giving Notice......................................................46
   13.2    Change of Address..................................................47
ARTICLE XIV COUNTERPARTS......................................................47




                                       iii


                               TERM LOAN AGREEMENT


     This Term Loan Agreement, dated as of January __, 2006, is among GM Olathe,
LLC, a Delaware limited liability company (the "Owner"), and Glimcher Properties
Limited Partnership, a limited partnership organized under the laws of the State
of Delaware ("GPLP" and collectively with Owner, the "Borrower"), KeyBank
National Association, a national banking association, and the several banks,
financial institutions and other entities from time to time parties to this
Agreement (collectively, the "Lenders") and KeyBank National Association, not
individually, but as "Administrative Agent."

                                    RECITALS
                                    --------

     A. GPLP is primarily engaged in the business of purchasing, owning,
operating, leasing and managing retail properties.

     B. Owner holds an 811,678 square foot mall located in Olathe, Kansas
commonly known as The Great Mall of the Great Plains.

     C. The Borrower has requested that the Lenders make a single disbursement
term loan to the Borrower pursuant to the terms of this Agreement to refinance
existing debt of Owner secured by such mall. The Administrative Agent and the
Lenders have agreed to do so.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties hereto agree as follows:

                                   ARTICLE II

                                   DEFINITIONS
                                   -----------

     As used in this Agreement:

     "ABR Applicable Margin" means zero percent per annum.

     "Adjusted Annual EBITDA" shall have, as of any date, the meaning then given
to such term under the GPLP Revolver.

     "Adjusted Funds From Operations" shall mean Funds From Operations less
Preferred Dividends.

     "Administrative Agent" means KeyBank National Association in its capacity
as agent for the Lenders pursuant to Article X, and not in its individual
capacity as a Lender, and any successor Administrative Agent appointed pursuant
to Article X.

     "Advance" means the initial borrowing hereunder and from time to time
thereafter each portion of such initial borrowing which is of the same Type and,
in the case of LIBOR Rate Advances, for the same LIBOR Interest Period.

     "Affiliate" of any Person means any other Person directly or indirectly
controlling, controlled by or under common control with such Person. A Person
shall be deemed to control another Person if the controlling Person owns 10% or


                                      -1-


more of any class of voting securities (or other ownership interests) of the
controlled Person or possesses, directly or indirectly, the power to direct or
cause the direction of the management or policies of the controlled Person,
whether through ownership of stock, by contract or otherwise.

     "Aggregate Commitment" means $30,000,000.

     "Agreement" means this Credit Agreement, as it may be amended or modified
and in effect from time to time.

     "Agreement Execution Date" means the date this Agreement has been fully
executed and delivered by all parties hereto.

     "Alternate Base Rate" means, for any day, a rate of interest per annum
equal to the higher of (i) the Prime Rate for such day and (ii) the sum of
Federal Funds Effective Rate for such day plus 1/2% per annum.

     "Applicable Margin" means, as applicable, the ABR Applicable Margin or the
LIBOR Applicable Margin which are used in calculating the interest rate
applicable to the various Types of Advances.

     "Appraisal" shall mean an appraisal of the Collateral Asset commissioned by
the Administrative Agent, and acceptable to the Administrative Agent and
Required Lenders, in compliance with the Financial Institutions Reform, Recovery
and Enforcement Act of 1989, as amended, and the regulations promulgated
thereunder ("FIRREA") and with the Uniform Standards of Professional Appraisal
Practice.

     "Appraised Value" means the "as-is" appraised value of the Collateral Asset
as shown on the most recent Appraisal thereof.

     "Article" means an article of this Agreement unless another document is
specifically referenced.

     "Authorized Officer" means any of the President and Chief Executive
Officer, Executive Vice President and Chief Operating Officer, Vice President
and Chief Financial Officer, Vice President, Controller and Chief Accounting
Officer or Executive Vice President and General Counsel of the general partner
of GPLP, acting singly.

     "Borrowing Date" means a date on which an Advance is made hereunder.

     "Borrowing Notice" is defined in Section 2.8.

     "Business Day" means (i) with respect to any borrowing, payment or rate
selection of LIBOR Rate Advances, a day (other than a Saturday or Sunday) on
which banks generally are open in Cleveland, Ohio and New York, New York for the
conduct of substantially all of their commercial lending activities and on which
dealings in United States dollars are carried on in the London interbank market
and (ii) for all other purposes, a day (other than a Saturday or Sunday) on
which banks generally are open in Cleveland, Ohio and New York, New York for the
conduct of substantially all of their commercial lending activities.


                                      -2-


     "Capital Stock" means any and all shares, interests, participations or
other equivalents (however designated) of capital stock of a corporation, any
and all equivalent ownership interests in a Person which is not a corporation
and any and all warrants or options to purchase any of the foregoing.

     "Capitalized Lease" of a Person means any lease of Property imposing
obligations on such Person, as lessee thereunder, which are required in
accordance with GAAP to be capitalized on a balance sheet of such Person.

     "Capitalized Lease Obligations" of a Person means the amount of the
obligations of such Person under Capitalized Leases which would be shown as a
liability on a balance sheet of such Person prepared in accordance with GAAP.

     "Change in Control" means (i) any change in the ownership of either Parent
Entity which results in more than twenty-five percent (25%) of the such Parent
Entity's Capital Stock being acquired by any one Person, or group of Persons
which are Affiliates of each other, or (ii) any change in the membership of
either Parent Entity's Board of Directors which results in the board members as
of any date after the Agreement Execution Date constituting less than 50% of the
total board members at any time during the one (1) year period following such
date, or (iii) any change in the identity of the owners of the general
partnership interests in the Borrower, unless any such owner is a Wholly-Owned
Subsidiary of Glimcher Realty Trust.

     "Code" means the Internal Revenue Code of 1986, as amended, reformed or
otherwise modified from time to time.

     "Collateral" means all assets of the Loan Parties, now owned or hereinafter
acquired, upon which a Lien is purported to be created by any Security Document
including, without limitation, the Collateral Asset.

     "Collateral Asset" means the real estate and related improvements described
in the Mortgage commonly known as The Great Mall of the Great Plains, Olathe,
Kansas.

     "Commitment" means, for each Lender, the obligation of such Lender to make
Loans not exceeding the amount set forth opposite its signature below or as set
forth in any Notice of Assignment relating to any assignment that has become
effective pursuant to Section 12.3.2, as such amount may be modified from time
to time pursuant to the terms hereof.

     "Consolidated Group" shall have the meaning given to such term in the GPLP
Revolver from time to time.

     "Consolidated Group Pro Rata Share" shall mean, with respect to any
Investment Affiliate, the percentage of the total equity ownership interests
held by the Consolidated Group, in the aggregate, in such Investment Affiliate
determined by calculating the percentage of the issued and outstanding stock,
partnership interests or membership interests in such Investment Affiliate held
by the Consolidated Group in the aggregate.

     "Consolidated Net Worth" means, as of any date of determination, an amount
equal to (a) Total Asset Value minus (b) Consolidated Outstanding Indebtedness
as of such date.

     "Consolidated Outstanding Indebtedness" shall mean, as of any date of
determination, without duplication, the sum of (a) all Indebtedness of the
Consolidated Group outstanding at such date, determined on a consolidated basis


                                      -3-


in accordance with GAAP, plus, without duplication (b) the greater of (i) the
applicable Consolidated Group Pro Rata Share of all Indebtedness of each
Investment Affiliate (other than Indebtedness of such Investment Affiliate to a
member of the Consolidated Group) and (ii) the amount of Indebtedness of such
Investment Affiliate which is also Recourse Indebtedness to a member of the
Consolidated Group.

     "Controlled Group" means all members of a controlled group of corporations
and all trades or businesses (whether or not incorporated) under common control
which, together with the Borrower or any of its Subsidiaries, are treated as a
single employer under Section 414 of the Code.

     "Conversion/Continuation Notice" is defined in Section 2.8.

     "Default" means an event described in Article VII.

     "Defaulting Lender" means any Lender which fails or refuses to perform its
obligations under this Agreement within the time period specified for
performance of such obligation, or, if no time frame is specified, if such
failure or refusal continues for a period of five Business Days after written
notice from the Administrative Agent; provided that if such Lender cures such
failure or refusal, such Lender shall cease to be a Defaulting Lender.

     "Default Rate" means the interest rate which may apply during the
continuance of a Default pursuant to Section 2.10 which shall mean that (i) each
LIBOR Rate Advance shall bear interest for the remainder of the applicable LIBOR
Interest Period at the rate otherwise applicable to such LIBOR Interest Period
plus 2% per annum and (ii) each Floating Rate Advance shall bear interest at a
rate per annum equal to the Floating Rate otherwise applicable to the Floating
Rate Advance plus 2% per annum.

     "Environmental Indemnity" means the environmental indemnity agreement to be
executed by GPLP and Owner in the form attached hereto as Exhibit I and made a
part hereof, as such document may be hereafter amended and/or restated from time
to time.

     "Environmental Laws" includes, but is not limited to, the following
statutes, as amended, any successor thereto, and any regulations promulgated
pursuant thereto, and any state or local statutes, ordinances, rules,
regulations and the like addressing similar issues: the Comprehensive
Environmental Response, Compensation and Liability Act; the Emergency Planning
and Community Right-to-Know Act; the Hazardous Substances Transportation Act;
the Resource Conservation and Recovery Act (including but not limited to
Subtitle I relating to underground storage tanks); the Solid Waste Disposal Act;
the Clean Water Act; the Clean Air Act; the Toxic Substances Control Act; the
Safe Drinking Water Act; the Occupational Safety and Health Act; the Federal
Water Pollution Control Act; the Federal Insecticide, Fungicide and Rodenticide
Act; the Endangered Species Act; the National Environmental Policy Act; and the
River and Harbors Appropriation Act.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and any rule or regulation issued thereunder.

     "Excluded Taxes" means, in the case of each Lender or applicable Lending
Installation and the Administrative Agent, taxes imposed on its overall net
income, and franchise taxes imposed on it, by any jurisdiction with taxing
authority over the Lender.


                                      -4-


     "Expansion Parcel" shall mean an area of the Collateral Asset cross-hatched
on Exhibit D attached hereto and marked as "Part of Tract A" (or such lesser
area within such cross-hatched area necessary to construct the proposed
improvements described in Article 11 hereof and to provide parking adjacent to
such improvements necessary for the use and operation of such improvements).

     "Facility Termination Date" means January __, 2009.

     "Federal Funds Effective Rate" shall mean, for any day, the rate per annum
(rounded upward to the nearest one one-hundredth of one percent (1/100 of 1%))
announced by the Federal Reserve Bank of Cleveland on such day as being the
weighted average of the rates on overnight federal funds transactions arranged
by federal funds brokers on the previous trading day, as computed and announced
by such Federal Reserve Bank in substantially the same manner as such Federal
Reserve Bank computes and announces the weighted average it refers to as the
"Federal Funds Effective Rate."

     "Financial Contract" of a Person means (i) any exchange - traded or
over-the-counter futures, forward, swap or option contract or other financial
instrument with similar characteristics, or (ii) any Rate Management
Transaction.

     "Financial Undertaking" of a Person means (i) any transaction which is the
functional equivalent of or takes the place of borrowing but which does not
constitute a liability on the consolidated balance sheet of such Person, or (ii)
any agreements, devices or arrangements designed to protect at least one of the
parties thereto from the fluctuations of interest rates, exchange rates or
forward rates applicable to such party's assets, liabilities or exchange
transactions, including, but not limited to, interest rate exchange agreements,
forward currency exchange agreements, interest rate cap or collar protection
agreements, forward rate currency or interest rate options.

     "Fixed Charges" shall have, as of any date, the meaning then given to such
term under the GPLP Revolver.

     "Floating Rate" means, for any day, a rate per annum equal to (i) the
Alternate Base Rate for such day plus (ii) ABR Applicable Margin for such day,
in each case changing when and as the Alternate Base Rate changes.

     "Floating Rate Advance" means an Advance which bears interest at the
Floating Rate.

     "Floating Rate Loan" means a Loan which bears interest at the Floating
Rate.

     "Funds From Operations" shall have the meaning determined from time to time
by the National Association of Real Estate Investment Trusts to be the meaning
most commonly used by its members.

     "GAAP" means generally accepted accounting principles in the United States
of America as in effect from time to time, applied in a manner consistent with
that used in preparing the financial statements referred to in Section 6.1.

     "Governmental Authority" means any nation or government, any state or other
political subdivision thereof and any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government.

     "GPLP Revolver" means that certain revolving credit facility available to
GPLP in the maximum amount of $150,000,000 pursuant to that certain Credit


                                      -5-


Agreement dated as of October 13, 2003 by and between GPLP and KeyBank National
Association, as Administrative Agent and Lead Arranger, and the several Lenders
from time to time parties thereto, as amended, restated or otherwise modified
from time to time, including any new revolving credit facility which refinances
and replaces such facility.

     "Guarantee Obligation" means, as to any Person (the "guaranteeing person"),
any obligation (determined without duplication) of (a) the guaranteeing person
or (b) another Person (including, without limitation, any bank under any Letter
of Credit) to induce the creation of which the guaranteeing person has issued a
reimbursement, counter-indemnity or similar obligation, in either case
guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or
other obligations (the "primary obligations") of any other third Person (the
"primary obligor") in any manner, whether directly or indirectly, including,
without limitation, any obligation of the guaranteeing person, 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 (1) for the purchase or payment of any such primary obligation or (2) to
maintain working capital or equity capital of the primary obligor or otherwise
to maintain the net worth or solvency 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 any such primary obligation against loss in respect thereof;
provided, however, that the term Guarantee Obligation shall not include
endorsements of instruments for deposit or collection in the ordinary course of
business. The amount of any Guarantee Obligation of any guaranteeing person
shall be deemed to be the maximum stated amount of the primary obligation
relating to such Guarantee Obligation (or, if less, the maximum stated liability
set forth in the instrument embodying such Guarantee Obligation), provided, that
in the absence of any such stated amount or stated liability, the amount of such
Guarantee Obligation shall be such guaranteeing person's maximum reasonably
anticipated liability in respect thereof as determined by the Borrower in good
faith.

     "Indebtedness" of any Person at any date means without duplication, (a) all
indebtedness of such Person for borrowed money including without limitation any
repurchase obligation or liability of such Person with respect to securities,
accounts or notes receivable sold by such Person, (b) all obligations of such
Person for the deferred purchase price of property or services (other than
current trade liabilities incurred in the ordinary course of business and
payable in accordance with customary practices), to the extent such obligations
constitute indebtedness for the purposes of GAAP, (c) any other indebtedness of
such Person which is evidenced by a note, bond, debenture or similar instrument,
(d) all Capitalized Lease Obligations, (e) all obligations of such Person in
respect of acceptances issued or created for the account of such Person, (f) all
Guarantee Obligations of such Person (excluding in any calculation of
consolidated Indebtedness of the Consolidated Group, Guarantee Obligations of
one member of the Consolidated Group in respect of primary obligations of any
other member of the Consolidated Group), (g) all reimbursement obligations of
such Person for letters of credit and other contingent liabilities, (h) any Net
Mark-to-Market Exposure and (i) all liabilities secured by any lien (other than
liens for taxes not yet due and payable) on any property owned by such Person
even though such Person has not assumed or otherwise become liable for the
payment thereof.

     "Interest Period" means a LIBOR Interest Period.

     "Investment" of a Person means any loan, advance (other than commission,
travel and similar advances to officers and employees made in the ordinary
course of business), extension of credit (other than accounts receivable arising
in the ordinary course of business on terms customary in the trade), deposit
account or contribution of capital by such Person to any other Person or any


                                      -6-


investment in, or purchase or other acquisition of, the stock, partnership
interests, notes, debentures or other securities of any other Person made by
such Person.

     "Investment Affiliate" means any Person in which the Consolidated Group,
directly or indirectly, has any ownership interest, whose financial results are
not consolidated under GAAP with the financial results of the Consolidated
Group.

     "Lenders" means the lending institutions listed on the signature pages of
this Agreement, their respective successors and assigns, any other lending
institutions that subsequently become parties to this Agreement.

     "Lending Installation" means, with respect to a Lender, any office, branch,
subsidiary or affiliate of such Lender.

     "Letter of Credit" of a Person means a letter of credit or similar
instrument which is issued upon the application of such Person or upon which
such Person is an account party or for which such Person is in any way liable.

     "LIBOR Applicable Margin" means one and sixty-five one hundredths of one
percent (1.65%) per annum.

     "LIBOR Base Rate" means, the rate (rounded upwards to the nearest 1/16th)
with respect to a LIBOR Rate Advance for the relevant LIBOR Interest Period, the
applicable British Bankers' Association LIBOR rate for deposits in U.S. dollars
as reported by any generally recognized financial information service as of
11:00 a.m. (London time) two Business Days prior to the first day of such LIBOR
Interest Period, and having a maturity equal to such LIBOR Interest Period,
provided that, if no such British Bankers' Association LIBOR rate is available
to the Administrative Agent, the applicable LIBOR Base Rate for the relevant
LIBOR Interest Period shall instead be the rate determined by the Administrative
Agent to be the rate at which KeyBank or one of its Affiliate banks offers to
place deposits in U.S. dollars with first-class banks in the London interbank
market at approximately 11:00 a.m. (London time) two Business Days prior to the
first day of such LIBOR Interest Period, in the approximate amount of KeyBank's
relevant LIBOR Rate Loan and having a maturity equal to such LIBOR Interest
Period.

     "LIBOR Interest Period" means, with respect to each amount bearing interest
at a LIBOR based rate, a period of one, two, three or six months, to the extent
deposits with such maturities are available to the Lenders, commencing on a
Business Day, as selected by the Borrower; provided, however, that any LIBOR
Interest Period which begins on a day for which there is no numerically
corresponding date in the calendar month in which such LIBOR Interest Period
would otherwise end shall instead end on the last Business Day of such calendar
month. Notwithstanding the foregoing, at any one time there will be no more than
six (6) LIBOR Interest Periods outstanding.

     "LIBOR Rate" means, for any LIBOR Interest Period, the sum of (A) the LIBOR
Base Rate applicable thereto divided by one minus the then-current Reserve
Requirement and (B) the LIBOR Applicable Margin.

     "LIBOR Rate Advance" means an Advance which bears interest at a LIBOR Rate.

     "LIBOR Rate Loan" means a Loan which bears interest at a LIBOR Rate.


                                      -7-


     "Lien" means any lien (statutory or other), mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance or preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever (including, without limitation, the interest of a vendor or
lessor under any conditional sale, Capitalized Lease or other title retention
agreement).

     "Loan" means, with respect to a Lender, such Lender's portion of any
Advance.

     "Loan Documents" means this Agreement, the Notes, the Security Documents,
and any other document from time to time evidencing or securing indebtedness
incurred by the Borrower under this Agreement, as any of the foregoing may be
amended or modified from time to time.

     "Loan Parties" means the Borrower and the Parent Entities.

     "Major Tenant" means a tenant occupying space at any Project of 10,000
square feet or greater.

     "Material Adverse Effect" means, in the Administrative Agent's reasonable
discretion, a material adverse effect on (i) the business, property or condition
(financial or otherwise) of the Consolidated Group, (ii) the ability of the
Borrower to perform its obligations under the Loan Documents, or (iii) the
validity or enforceability of any of the Loan Documents.

     "Materials of Environmental Concern" means any gasoline or petroleum
(including crude oil or any fraction thereof) or petroleum products or any
hazardous or toxic substances, materials or wastes, defined or regulated as such
in or under any Environmental Law, including, without limitation, asbestos,
polychlorinated biphenyls and urea-formaldehyde insulation, but excluding
substances of kinds and amounts ordinarily used or stored in similar properties
for the purposes of cleaning or other maintenance or operations or as inventory
of tenants and otherwise in compliance with all Environmental Laws.

     "Maximum Legal Rate" means the maximum nonusurious interest rate, if any,
that at any time or from time to time may be contracted for, taken, reserved,
charged or received on the indebtedness evidenced by the Notes and as provided
for herein or in the Notes or other Loan Documents, under the laws of such state
or states whose laws are held by any court of competent jurisdiction to govern
the interest rate provisions hereof.

     "Mortgage" means the mortgage recorded against the Collateral Asset which
shall be substantially in the form attached hereto as Exhibit H and made a part
hereof, as such document may be hereafter amended and/or restated from time to
time.

     "Multiemployer Plan" means a Plan maintained pursuant to a collective
bargaining agreement or any other arrangement to which GPLP or any member of the
Controlled Group is a party to which more than one employer is obligated to make
contributions.

     "Net Mark-to-Market Exposure" of a Person means, as of any date of
determination, the excess (if any) of all unrealized losses over all unrealized
profits of such Person arising from Rate Management Transactions or any other
Financial Contract. "Unrealized losses" means the fair market value of the cost
to such Person of replacing such Rate Management Transaction or other Financial
Contract as of the date of determination (assuming the Rate Management
Transaction or other Financial Contract were to be terminated as of that date),
and "unrealized profits" means the fair market value of the gain to such Person
of replacing such Rate Management Transaction or other Financial Contract as of
the date of determination (assuming such Rate Management Transaction or other
Financial Contract were to be terminated as of that date).


                                      -8-


     "Non-U.S. Lender" is defined in Section 3.5(iv).

     "Note" means a promissory note, in substantially the form of Exhibit A
hereto, duly executed by the Borrower and payable to the order of a Lender in
the amount of its Commitment, including any amendment, modification, renewal or
replacement of such promissory note.

     "Notice of Assignment" is defined in Section 12.3.2.

     "Obligations" means the Advances and all accrued and unpaid fees and all
other obligations of Borrower to the Administrative Agent or the Lenders arising
under this Agreement or any of the other Loan Documents.

     "Other Taxes" is defined in Section 3.5(ii).

     "Participants" is defined in Section 12.2.1.

     "Parent Entities" means Glimcher Realty Trust and Glimcher Properties
Corporation.

     "Payment Date" means, with respect to the payment of interest accrued on
any Advance, the fifteenth day of each calendar month.

     "PBGC" means the Pension Benefit Guaranty Corporation or any successor
thereto.

     "Percentage" means for each Lender the ratio that such Lender's Commitment
bears to the Aggregate Commitment, expressed as a percentage.

     "Permitted Liens" are defined in Section 6.16.

     "Person" means any natural person, corporation, firm, joint venture,
partnership, association, enterprise, trust or other entity or organization, or
any government or political subdivision or any agency, department or
instrumentality thereof.

     "Plan" means an employee pension benefit plan which is covered by Title IV
of ERISA or subject to the minimum funding standards under Section 412 of the
Code as to which the Borrower or any member of the Controlled Group may have any
liability.

     "Preferred Dividends" means, with respect to any entity, dividends or other
distributions which are payable to holders of any ownership interests in such
entity which entitle the holders of such ownership interests to be paid on a
preferred basis prior to dividends or other distributions to the holders of
other types of ownership interests in such entity.

     "Prime Rate" means a rate per annum equal to the prime rate of interest
publicly announced from time to time by KeyBank or its parent as its prime rate
(which is not necessarily the lowest rate charged to any customer), changing
when and as said prime rate changes. In the event that there is a successor to
the Administrative Agent by merger, or the Administrative Agent assigns its
duties and obligations to an Affiliate, then the term "Prime Rate" as used in
this Agreement shall mean the prime rate, base rate or other analogous rate of
the new Administrative Agent.

     "Project" means any real estate asset owned by GPLP or Owner and operated
or intended to be operated as a retail property.


                                      -9-


     "Property" of a Person means any and all property, whether real, personal,
tangible, intangible, or mixed, of such Person, or other assets owned, leased or
operated by such Person.

     "Purchasers" is defined in Section 12.3.1.

     "Rate Management Transaction" means any transaction (including an agreement
with respect thereto) now existing or hereafter entered into by the Borrower
which is a rate swap, basis swap, forward rate transaction, commodity swap,
commodity option, equity or equity index swap, equity or equity index option,
bond option, interest rate option, foreign exchange transaction, cap
transaction, floor transaction, collar transaction, forward transaction,
currency swap transaction, cross-currency rate swap transaction, currency option
or any other similar transaction (including any option with respect to any of
these transactions) or any combination thereof, whether linked to one or more
interest rates, foreign currencies, commodity prices, equity prices or other
financial measures.

     "Recourse Indebtedness" means any Indebtedness of the Borrower or any other
member of the Consolidated Group with respect to which the liability of the
obligor is not limited to the obligor's interest in specified assets securing
such Indebtedness, subject to customary limited exceptions for certain acts or
types of liability.

     "Regulation D" means Regulation D of the Board of Governors of the Federal
Reserve System as from time to time in effect and any successor thereto or other
regulation or official interpretation of said Board of Governors relating to
reserve requirements applicable to member banks of the Federal Reserve System.

     "Regulation U" means Regulation U of the Board of Governors of the Federal
Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by banks for the purpose of purchasing or carrying margin
stocks applicable to member banks of the Federal Reserve System.

     "Reportable Event" means a reportable event as defined in Section 4043 of
ERISA and the regulations issued under such section, with respect to a Plan,
excluding, however, such events as to which the PBGC 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, however, that a failure to meet the
minimum funding standard of Section 412 of the Code and of Section 302 of ERISA
shall be a Reportable Event regardless of the issuance of any such waiver of the
notice requirement in accordance with either Section 4043(a) of ERISA or Section
412(d) of the Code.

     "Required Lenders" means Lenders in the aggregate having at least 66 2/3%
of the Aggregate Commitment or, if the Aggregate Commitment has been terminated,
Lenders in the aggregate holding at least 66 2/3% of the aggregate unpaid
principal amount of the outstanding Advances.

     "Reserve Requirement" means, with respect to a LIBOR Rate Loan and LIBOR
Interest Period, that percentage (expressed as a decimal) which is in effect on
such day, as prescribed by the Federal Reserve Board or other governmental
authority or agency having jurisdiction with respect thereto for determining the
maximum reserves (including, without limitation, basic, supplemental, marginal
and emergency reserves) for eurocurrency funding (currently referred to as
"Eurocurrency Liabilities" in Regulation D) maintained by a member bank of the
Federal Reserve System.


                                      -10-


     "Section" means a numbered section of this Agreement, unless another
document is specifically referenced.

     "Security Documents" means the collective reference to the Mortgage, the
UCC Financing Statements, and all other security documents hereafter delivered
to the Administrative Agent granting a Lien on any asset or assets of any Person
to secure the obligations and liabilities of the Borrower hereunder and under
any of the other Loan Documents or to secure any guarantee of any such
obligations and liabilities.

     "Single Employer Plan" means a Plan maintained by the Borrower or any
member of the Controlled Group for employees of the Borrower or any member of
the Controlled Group.

     "Subsidiary" of a Person means (i) any corporation more than 50% of the
outstanding securities having ordinary voting power of which shall at the time
be owned or controlled, directly or indirectly, by such Person or by one or more
of its Subsidiaries or by such Person and one or more of its Subsidiaries, or
(ii) any partnership, association, joint venture or similar business
organization more than 50% of the ownership interests having ordinary voting
power of which shall at the time be so owned or controlled. Unless otherwise
expressly provided, all references herein to a "Subsidiary" shall mean a
Subsidiary of GPLP.

     "Substantial Portion" means, with respect to the Property of GPLP and its
Subsidiaries, Property which represents more than 10% of then-current Total
Asset Value.

     "Taxes" means any and all present or future taxes, duties, levies, imposts,
deductions, charges or withholdings, and any and all liabilities with respect to
the foregoing, but excluding Excluded Taxes and Other Taxes.

     "Total Asset Value" shall have, as of any date, the meaning then given to
such term under the GPLP Revolver.

     "Transferee" is defined in Section 12.4.

     "Type" means, with respect to any Advance, its nature as a Floating Rate
Advance or LIBOR Rate Advance.

     "Unfunded Liabilities" means the amount (if any) by which the present value
of all vested nonforfeitable benefits under all Single Employer Plans exceeds
the fair market value of all such Plan assets allocable to such benefits, all
determined as of the then most recent valuation date for such Plans.

     "Unmatured Default" means an event which but for the lapse of time or the
giving of notice, or both, would constitute a Default.

     "Wholly-Owned Subsidiary" of a Person means (i) any Subsidiary all of the
outstanding voting securities of which shall at the time be owned or controlled,
directly or indirectly, by such Person or one or more Wholly-Owned Subsidiaries
of such Person, or by such Person and one or more Wholly-Owned Subsidiaries of
such Person, or (ii) any partnership, association, joint venture or similar
business organization 100% of the ownership interests having ordinary voting
power of which shall at the time be so owned or controlled.


                                      -11-


     The foregoing definitions shall be equally applicable to both the singular
and plural forms of the defined terms.

                                   ARTICLE III

                                   THE CREDIT
                                   ----------

     2.1 Generally. Subject to the terms and conditions of this Agreement,
Lenders severally agree to make a single initial Advance through the
Administrative Agent to Borrower in the amount of the Aggregate Commitment.

     Each Lender shall fund its Percentage of such initial Advance and no Lender
will be required to fund any amounts which would exceed such Lender's
Commitment. This facility ("Facility") is not a revolving credit facility and,
therefore, notwithstanding repayment of all or any portion of such Advance, the
Borrower shall have no right to reborrow Advances thereafter. For convenience,
portions of such single initial disbursement bearing different interest rates
are referred to herein as "Advances" but such reference shall not be deemed in
any way to create such a revolving credit facility.

     2.2 Ratable Advances. The initial Advance hereunder shall consist of Loans
made from the several Lenders ratably in proportion to the ratio their
respective Commitments bear to the Aggregate Commitment and may be Floating Rate
Advances, LIBOR Rate Advances or a combination thereof, selected by the Borrower
in accordance with Section 2.7.

     2.3 Final Principal Payment. Any outstanding Advances and all other unpaid
Obligations shall be paid in full by the Borrower on the Facility Termination
Date.

     2.4 Fees. The Borrower agrees to pay an upfront fee to the Administrative
Agent on the date of the initial Advance equal to sixty one hundredth of one
percent (0.6%) of the Aggregate Commitment.

     2.5 Intentionally Omitted.

     2.6 Optional Prepayments; Mandatory Prepayments.

          (a) The Borrower may, upon at least one (1) Business Day's notice to
     the Administrative Agent, prepay all or any portion of the Advances, which
     notice shall specify the date and amount of prepayment and whether the
     prepayment is of LIBOR Rate Advances or Floating Rate Advances, or a
     combination thereof, and if a combination thereof, the amount allocable to
     each; provided, however, that (i) any partial prepayment under this
     Subsection shall be in an amount not less than $1,000,000 or a whole
     multiple of $100,000 in excess thereof and; (ii) any LIBOR Rate Advance
     prepaid on any day other than the last day of the applicable LIBOR Interest
     Period must be accompanied by any amounts payable pursuant to Section 3.4.
     Upon receipt of any such notice the Administrative Agent shall promptly
     notify each Lender thereof. If any such notice is given, the amount
     specified in such notice shall be due and payable on the date specified
     therein, together with any amounts payable pursuant to Section 3.4.

          (b) If GPLP shall either replace the GPLP Revolver with a new facility
     or amend and restate the GPLP Revolver to increase the aggregate commitment
     available thereunder, then, the Borrower shall make a mandatory prepayment


                                      -12-


     of the Loans in an amount sufficient to reduce the outstanding Advances
     hereunder to $25,000,000 or less upon the date of such a replacement or
     amendment and restatement. The failure of the Borrower to make any
     prepayment as required under this subsection shall constitute a Default
     under this Agreement. Each prepayment required to be made under this
     subsection shall include any amounts payable pursuant to Section 3.4. Such
     prepayment shall be of applied first to Floating Rate Advances, and then to
     LIBOR Rate Advances.

     2.7 Method of Selecting Types and Interest Periods. The Borrower shall
select the Type of each Advance comprising the initial disbursement hereunder
and, in the case of each LIBOR Rate Advance, the Interest Period applicable to
such Advance from time to time. The Borrower shall give the Administrative Agent
irrevocable notice (a "Borrowing Notice") in the form attached as Exhibit G
hereto (i) not later than 1:00 p.m. Cleveland time on the Business Day
immediately preceding the Borrowing Date of each Floating Rate Advance, and (ii)
not later than noon Cleveland time, at least three (3) Business Days before the
Borrowing Date for each LIBOR Rate Advance:

               (i) the Borrowing Date, which shall be a Business Day, of such
          Advance,

               (ii) the aggregate amount of such Advance,

               (iii) the Type of Advance selected, and

               (iv) in the case of each LIBOR Rate Advance, the LIBOR Interest
          Period applicable thereto.

     Each Lender shall make available its Loan or Loans, in funds immediately
available in Cleveland to the Administrative Agent at its address specified
pursuant to Article XIII on each Borrowing Date not later than (i) 11:00 a.m.
(Cleveland time), in the case of Floating Rate Advances which have been
requested by a Borrowing Notice given to the Administrative Agent not later than
1:00 p.m. (Cleveland time) on the Business Day immediately preceding such
Borrowing Date, or (ii) noon (Cleveland time) in the case of all other Advances.
The Administrative Agent will make the funds so received from the Lenders
available to the Borrower at the Administrative Agent's aforesaid address.

     No Interest Period may end after the Facility Termination Date and, unless
the Lenders otherwise agree in writing, in no event may there be more than six
(6) different Interest Periods for LIBOR Rate Advances outstanding at any one
time.

     2.8 Conversion and Continuation of Outstanding Advances. Floating Rate
Advances shall continue as Floating Rate Advances unless and until such Floating
Rate Advances are converted into LIBOR Rate Advances. Each LIBOR Rate Advance
shall continue as a LIBOR Rate Advance until the end of the then applicable
LIBOR Interest Period therefor, at which time such LIBOR Rate Advance shall be
automatically converted into a Floating Rate Advance unless the Borrower shall
have given the Administrative Agent a Conversion/Continuation Notice requesting
that, at the end of such LIBOR Interest Period, such LIBOR Rate Advance either
continue as a LIBOR Rate Advance for the same or another Interest Period or be
converted to an Advance of another Type. Subject to the terms of Section 2.5,
the Borrower may elect from time to time to convert all or any part of an
Advance of any Type into any other Type or Types of Advances; provided that any
conversion of any LIBOR Rate Advance shall be made on, and only on, the last day
of the Interest Period applicable thereto. The Borrower shall give the


                                      -13-


Administrative Agent irrevocable notice (a "Conversion/Continuation Notice") of
each conversion of an Advance to a LIBOR Rate Advance or continuation of a LIBOR
Rate Advance not later than 11:00 a.m. (Cleveland time), at least three Business
Days, in the case of a conversion into or continuation of a LIBOR Rate Advance,
prior to the date of the requested conversion or continuation, specifying:

               (i) the requested date which shall be a Business Day, of such
          conversion or continuation;

               (ii) the aggregate amount and Type of the Advance which is to be
          converted or continued; and

               (iii) the amount and Type(s) of Advance(s) into which such
          Advance is to be converted or continued and, in the case of a
          conversion into or continuation of a LIBOR Rate Advance, the duration
          of the LIBOR Interest Period applicable thereto.

     2.9 Changes in Interest Rate, Etc. Each Floating Rate Advance shall bear
interest on the outstanding principal amount thereof, for each day from and
including the date such Advance is made or is converted from a LIBOR Rate
Advance into a Floating Rate Advance pursuant to Section 2.8 to but excluding
the date it becomes due or is converted into a LIBOR Rate Advance pursuant to
Section 2.8 hereof, at a rate per annum equal to the Floating Rate for such day.
Changes in the rate of interest on that portion of any Advance maintained as a
Floating Rate Advance will take effect simultaneously with each change in the
Alternate Base Rate. Each LIBOR Rate Advance shall bear interest from and
including the first day of the LIBOR Interest Period applicable thereto to (but
not including) the last day of such LIBOR Interest Period at the interest rate
determined as applicable to such LIBOR Rate Advance.

     2.10 Rates Applicable After Default. Notwithstanding anything to the
contrary contained in Section 2.7 or 2.8, during the continuance of a Default or
Unmatured Default the Required Lenders may, at their option, by notice to the
Borrower (which notice may be revoked at the option of the Required Lenders
notwithstanding any provision of Section 8.2 requiring unanimous consent of the
Lenders to changes in interest rates), declare that no Advance may be converted
into or continued as a LIBOR Rate Advance. During the continuance of a Default
the Required Lenders may, at their option, by notice to the Borrower (which
notice may be revoked at the option of the Required Lenders notwithstanding any
provision of Section 8.2 requiring unanimous consent of the Lenders to changes
in interest rates), declare that the Default Rate shall apply, provided,
however, that the Default Rate shall become applicable automatically if a
Default occurs under Section 7.1 or 7.2, unless waived by the Required Lenders.

     2.11 Method of Payment. All payments of the Obligations hereunder shall be
made, without setoff, deduction, or counterclaim, in immediately available funds
to the Administrative Agent at the Administrative Agent's address specified
pursuant to Article XIII, or at any other Lending Installation of the
Administrative Agent specified in writing at least three (3) Business Days in
advance by the Administrative Agent to the Borrower, by noon (Cleveland time) on
the date when due and shall be applied ratably by the Administrative Agent among
the Lenders. As provided elsewhere herein, all Lenders' interests in the
Advances and the Loan Documents shall be ratable undivided interests and none of
such Lenders' interests shall have priority over the others. Each payment
delivered to the Administrative Agent for the account of any Lender or amount to
be applied or paid by the Administrative Agent to any Lender shall be paid
promptly (on the same day as received by the Administrative Agent if received


                                      -14-


prior to noon (Cleveland time) on such day and otherwise on the next Business
Day) by the Administrative Agent to such Lender in the same type of funds that
the Administrative Agent received at its address specified pursuant to Article
XIII or at any Lending Installation specified in a notice received by the
Administrative Agent from such Lender. Payments received by the Administrative
Agent but not timely funded to the Lenders shall bear interest payable by the
Administrative Agent at the Federal Funds Effective Rate from the date due until
the date paid. The Administrative Agent is hereby authorized to charge the
account of the Borrower maintained with KeyBank for each payment of principal,
interest and fees as it becomes due hereunder.

     2.12 Notes; Telephonic Notices. Each Lender is hereby authorized to record
the principal amount of each of its Loans and each repayment on the schedule
attached to its Note, provided, however, that the failure to so record shall not
affect the Borrower's obligations under such Note. The Borrower hereby
authorizes the Lenders and the Administrative Agent to extend, convert or
continue Advances, effect selections of Types of Advances and to transfer funds
based on written notices made by any Authorized Officer and Borrower agrees to
deliver promptly to the Administrative Agent such written notice. The
Administrative Agent will at the request of the Borrower, from time to time, but
not more often than monthly, provide notice of the amount of the outstanding
Aggregate Commitment, the Type of Advance, and the applicable interest rate, if
for a LIBOR Rate Advance. Upon a Lender's furnishing to Borrower an affidavit to
such effect, if a Note is mutilated, destroyed, lost or stolen, Borrower shall
deliver to such Lender, in substitution therefore, a new note containing the
same terms and conditions as such Note being replaced.

     2.13 Interest Payment Dates; Interest and Fee Basis. Interest accrued on
each Advance shall be payable on each Payment Date, commencing with the first
such date to occur after the date hereof, at maturity, whether by acceleration
or otherwise. Interest shall be calculated for actual days elapsed on the basis
of a 360-day year. Interest shall be payable for the day an Advance is made but
not for the day of any payment on the amount paid if payment is received prior
to noon (Cleveland time) at the place of payment. If any payment of principal of
or interest on an Advance shall become due on a day which is not a Business Day,
such payment shall be made on the next succeeding Business Day and, in the case
of a principal payment, such extension of time shall be included in computing
interest in connection with such payment.

     2.14 Notification of Advances, Interest Rates and Prepayments. The
Administrative Agent will notify each Lender of the contents of each Borrowing
Notice, Conversion/Continuation Notice, and repayment notice received by it
hereunder not later than the close of business on the Business Day such notice
is received by the Administrative Agent. The Administrative Agent will notify
each Lender of the interest rate applicable to each LIBOR Rate Advance promptly
upon determination of such interest rate and will give each Lender prompt notice
of each change in the Alternate Base Rate

     2.15 Lending Installations. Each Lender may book its Loans at any Lending
Installation selected by such Lender and may change its Lending Installation
from time to time. All terms of this Agreement shall apply to any such Lending
Installation and the Notes shall be deemed held by each Lender for the benefit
of such Lending Installation. Each Lender may, by written or telex notice at
least three (3) Business Days in advance to the Administrative Agent and the
Borrower, designate a Lending Installation through which Loans will be made by
it and for whose account Loan payments are to be made.

     2.16 Non-Receipt of Funds by the Administrative Agent. Unless the Borrower
or a Lender, as the case may be, notifies the Administrative Agent prior to the


                                      -15-


time at which it is scheduled to make payment to the Administrative Agent of (i)
in the case of a Lender, the proceeds of a Loan or (ii) in the case of the
Borrower, a payment of principal, interest or fees to the Administrative Agent
for the account of the Lenders, that it does not intend to make such payment,
the Administrative Agent may assume that such payment has been made. The
Administrative Agent may, but shall not be obligated to, make the amount of such
payment available to the intended recipient in reliance upon such assumption. If
such Lender or the Borrower, as the case may be, has not in fact made such
payment to the Administrative Agent, the recipient of such payment shall, on
demand by the Administrative Agent, repay to the Administrative Agent the amount
so made available together with interest thereon in respect of each day during
the period commencing on the date such amount was so made available by the
Administrative Agent until the date the Administrative Agent recovers such
amount at a rate per annum equal to (i) in the case of payment by a Lender, the
Federal Funds Effective Rate for such day or (ii) in the case of payment by the
Borrower, the interest rate applicable to the relevant Loan. If such Lender so
repays such amount and interest thereon to the Administrative Agent within one
Business Day after such demand, all interest accruing on the Loan not funded by
such Lender during such period shall be payable to such Lender when received
from the Borrower.

     2.17 Replacement of Lenders under Certain Circumstances. The Borrower shall
be permitted to replace any Lender which (a) is not capable of receiving
payments without any deduction or withholding of United States federal income
tax pursuant to Section 3.5, or (b) cannot maintain its LIBOR Rate Loans at a
suitable Lending Installation pursuant to Section 3.3, with a replacement bank
or other financial institution; provided that (i) such replacement does not
conflict with any applicable legal or regulatory requirements affecting the
Lenders, (ii) no Default or (after notice thereof to the Borrower) no Unmatured
Default shall have occurred and be continuing at the time of such replacement,
(iii) the Borrower shall repay (or the replacement bank or institution shall
purchase, at par) all Loans and other amounts owing to such replaced Lender
prior to the date of replacement, (iv) the Borrower shall be liable to such
replaced Lender under Sections 3.4 and 3.6 if any LIBOR Rate Loan owing to such
replaced Lender shall be prepaid (or purchased) other than on the last day of
the Interest Period relating thereto, (v) the replacement bank or institution,
if not already a Lender, and the terms and conditions of such replacement, shall
be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender
shall be obligated to make such replacement in accordance with the provisions of
Section 12.3 (provided that the Borrower shall be obligated to pay the
processing fee referred to therein), (vii) until such time as such replacement
shall be consummated, the Borrower shall pay all additional amounts (if any)
required pursuant to Section 3.5 and (viii) any such replacement shall not be
deemed to be a waiver of any rights which the Borrower, the Administrative Agent
or any other Lender shall have against the replaced Lender.

     2.18 Usury . This Agreement and each Note are subject to the express
condition that at no time shall Borrower be obligated or required to pay
interest on the principal balance of the Loan at a rate which could subject any
Lender to either civil or criminal liability as a result of being in excess of
the Maximum Legal Rate. If by the terms of this Agreement or the Loan Documents,
Borrower is at any time required or obligated to pay interest on the principal
balance due hereunder at a rate in excess of the Maximum Legal Rate, the
interest rate or the Default Rate, as the case may be, shall be deemed to be
immediately reduced to the Maximum Legal Rate and all previous payments in
excess of the Maximum Legal Rate shall be deemed to have been payments in
reduction of principal and not on account of the interest due hereunder. All
sums paid or agreed to be paid to Lender for the use, forbearance, or detention
of the sums due under the Loan, shall, to the extent permitted by applicable
law, be amortized, prorated, allocated, and spread throughout the full stated
term of the Loan until payment in full so that the rate or amount of interest on
account of the Loan does not exceed the Maximum Legal Rate of interest from time
to time in effect and applicable to the Loan for so long as the Loan is
outstanding.


                                      -16-


                                   ARTICLE III

                             CHANGE IN CIRCUMSTANCES
                             -----------------------

     3.1 Yield Protection. If, on or after the date of this Agreement, the
adoption of any law or any governmental or quasi-governmental rule, regulation,
policy, guideline or directive (whether or not having the force of law), or any
change in the interpretation or administration thereof by any governmental or
quasi-governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Lender or
applicable Lending Installation with any request or directive (whether or not
having the force of law) of any such authority, central bank or comparable
agency:

               (i) subjects any Lender or any applicable Lending Installation to
          any Taxes, or changes the basis of taxation of payments (other than
          with respect to Excluded Taxes) to any Lender in respect of its LIBOR
          Rate Loans, or

               (ii) imposes or increases or deems applicable any reserve,
          assessment, insurance charge, special deposit or similar requirement
          against assets of, deposits with or for the account of, or credit
          extended by, any Lender or any applicable Lending Installation (other
          than the Reserve Requirement and any other reserves and assessments
          taken into account in determining the interest rate applicable to
          LIBOR Rate Advances), or

               (iii) imposes any other condition the direct result of which is
          to increase the cost to any Lender or any applicable Lending
          Installation of making, funding or maintaining its LIBOR Rate Loans,
          or reduces any amount receivable by any Lender or any applicable
          Lending Installation in connection with its LIBOR Rate Loans, or
          requires any Lender or any applicable Lending Installation to make any
          payment calculated by reference to the amount of LIBOR Rate Loans, by
          a material amount.

and the result of any of the foregoing is to increase the cost to such Lender or
applicable Lending Installation, as the case may be, of making or maintaining
its LIBOR Rate Loans or Commitment or to reduce the return received by such
Lender or applicable Lending Installation in connection with such LIBOR Rate
Loans or Commitment, then, within 15 days of demand by such Lender, the Borrower
shall pay such Lender such additional amount or amounts as will compensate such
Lender for such increased cost or reduction in amount received.

     3.2 Changes in Capital Adequacy Regulations. If a Lender in good faith
determines the amount of capital required or expected to be maintained by such
Lender, any Lending Installation of such Lender or any corporation controlling
such Lender is increased as a result of a Change (as hereinafter defined), then,
within 15 days of demand by such Lender, the Borrower shall pay such Lender the
amount necessary to compensate for any shortfall in the rate of return on the
portion of such increased capital which such Lender in good faith determines is
attributable to this Agreement, its outstanding credit exposure hereunder or its
obligation to make Loans hereunder (after taking into account such Lender's
policies as to capital adequacy). "Change" means (i) any change after the date
of this Agreement in the Risk-Based Capital Guidelines (as hereinafter defined)
or (ii) any adoption of or change in any other law, governmental or
quasi-governmental rule, regulation, policy, guideline, interpretation, or
directive (whether or not having the force of law) after the date of this
Agreement which affects the amount of capital required or expected to be
maintained by any Lender or any Lending Installation or any corporation


                                      -17-


controlling any Lender. "Risk-Based Capital Guidelines" means (i) the risk-based
capital guidelines in effect in the United States on the date of this Agreement,
including transition rules, and (ii) the corresponding capital regulations
promulgated by regulatory authorities outside the United States implementing the
July 1988 report of the Basle Committee on Banking Regulation and Supervisory
Practices Entitled "International Convergence of Capital Measurements and
Capital Standards," including transition rules, and any amendments to such
regulations adopted prior to the date of this Agreement.

     3.3 Availability of Types of Advances. If any Lender in good faith
determines that maintenance of any of its LIBOR Rate Loans at a suitable Lending
Installation would violate any applicable law, rule, regulation or directive,
whether or not having the force of law, the Administrative Agent shall, with
written notice to Borrower, suspend the availability of the affected Type of
Advance and require any LIBOR Rate Advances of the affected Type to be repaid;
or if the Required Lenders in good faith determine that (i) deposits of a type
or maturity appropriate to match fund LIBOR Rate Advances are not available, the
Administrative Agent shall, with written notice to Borrower, suspend the
availability of the affected Type of Advance with respect to any LIBOR Rate
Advances made after the date of any such determination, or (ii) an interest rate
applicable to a Type of Advance does not accurately reflect the cost of making a
LIBOR Rate Advance of such Type, then, if for any reason whatsoever the
provisions of Section 3.1 are inapplicable, the Administrative Agent shall, with
written notice to Borrower, suspend the availability of the affected Type of
Advance with respect to any LIBOR Rate Advances made after the date of any such
determination. If the Borrower is required to so repay a LIBOR Rate Advance, the
Borrower may concurrently with such repayment borrow from the Lenders, in the
amount of such repayment, a Loan bearing interest at the Floating Rate.

     3.4 Funding Indemnification. If any payment of a ratable LIBOR Rate Advance
occurs on a date which is not the last day of the applicable Interest Period,
whether because of acceleration, prepayment or otherwise, or a ratable LIBOR
Rate Advance is not made on the date specified by the Borrower for any reason
other than default by the Lenders or as a result of unavailability pursuant to
Section 3.3, the Borrower will indemnify each Lender for any loss or cost
incurred by it resulting therefrom, including, without limitation, any loss or
cost (incurred or expected to be incurred) in liquidating or employing deposits
acquired to fund or maintain the ratable LIBOR Rate Advance and shall pay all
such losses or costs within fifteen (15) days after written demand therefor.

     3.5 Taxes.

               (i) All payments by the Borrower to or for the account of any
          Lender or the Administrative Agent hereunder or under any Note shall
          be made free and clear of and without deduction for any and all Taxes.
          If the Borrower shall be required by law to deduct any Taxes from or
          in respect of any sum payable hereunder to any Lender or the
          Administrative Agent, (a) the sum payable shall be increased as
          necessary so that after making all required deductions (including
          deductions applicable to additional sums payable under this Section
          3.5) such Lender or the Administrative Agent (as the case may be)
          receives an amount equal to the sum it would have received had no such
          deductions been made, (b) the Borrower shall make such deductions, (c)
          the Borrower shall pay the full amount deducted to the relevant
          authority in accordance with applicable law and (d) the Borrower shall
          furnish to the Administrative Agent the original copy of a receipt
          evidencing payment thereof within 30 days after such payment is made.


                                      -18-


               (ii) In addition, the Borrower hereby agrees to pay any present
          or future stamp or documentary taxes and any other excise or property
          taxes, charges or similar levies which arise from any payment made
          hereunder or under any Note or from the execution or delivery of, or
          otherwise with respect to, this Agreement or any Note ("Other Taxes").

               (iii) The Borrower hereby agrees to indemnify the Administrative
          Agent and each Lender for the full amount of Taxes or Other Taxes
          (including, without limitation, any Taxes or Other Taxes imposed on
          amounts payable under this Section 3.5) paid by the Administrative
          Agent or such Lender and any liability (including penalties, interest
          and expenses) arising therefrom or with respect thereto. Payments due
          under this indemnification shall be made within 30 days of the date
          the Administrative Agent or such Lender makes demand therefor pursuant
          to Section 3.6.

               (iv) Each Lender that is not incorporated under the laws of the
          United States of America or a state thereof (each a "Non-U.S. Lender")
          agrees that it will, not more than ten Business Days after the
          Agreement Execution Date, (i) deliver to each of the Borrower and the
          Administrative Agent two duly completed copies of United States
          Internal Revenue Service Form W-8BEN or W-8ECI, certifying in either
          case that such Lender is entitled to receive payments under this
          Agreement without deduction or withholding of any United States
          federal income taxes, and (ii) deliver to each of the Borrower and the
          Administrative Agent a United States Internal Revenue Form W-8 or W-9,
          as the case may be, and certify that it is entitled to an exemption
          from United States backup withholding tax. Each Non-U.S. Lender
          further undertakes to deliver to each of the Borrower and the
          Administrative Agent (x) renewals or additional copies of such form
          (or any successor form) on or before the date that such form expires
          or becomes obsolete, and (y) after the occurrence of any event
          requiring a change in the most recent forms so delivered by it, such
          additional forms or amendments thereto as may be reasonably requested
          by the Borrower or the Administrative Agent. All forms or amendments
          described in the preceding sentence shall certify that such Lender is
          entitled to receive payments under this Agreement without deduction or
          withholding of any United States federal income taxes, unless an event
          (including without limitation any change in treaty, law or regulation)
          has occurred prior to the date on which any such delivery would
          otherwise be required which renders all such forms inapplicable or
          which would prevent such Lender from duly completing and delivering
          any such form or amendment with respect to it and such Lender advises
          the Borrower and the Administrative Agent that it is not capable of
          receiving payments without any deduction or withholding of United
          States federal income tax.

               (v) For any period during which a Non-U.S. Lender has failed to
          provide the Borrower with an appropriate form pursuant to clause (iv),
          above (unless such failure is due to a change in treaty, law or
          regulation, or any change in the interpretation or administration
          thereof by any governmental authority, occurring subsequent to the
          date on which a form originally was required to be provided), such
          Non-U.S. Lender shall not be entitled to indemnification under this
          Section 3.5 with respect to Taxes imposed by the United States.

               (vi) Any Lender that is entitled to an exemption from or
          reduction of withholding tax with respect to payments under this
          Agreement or any Note pursuant to the law of any relevant jurisdiction


                                      -19-


          or any treaty shall deliver to the Borrower (with a copy to the
          Administrative Agent), at the time or times prescribed by applicable
          law, such properly completed and executed documentation prescribed by
          applicable law as will permit such payments to be made without
          withholding or at a reduced rate following receipt of such
          documentation.

               (vii) If the U.S. Internal Revenue Service or any other
          governmental authority of the United States or any other country or
          any political subdivision thereof asserts a claim that the
          Administrative Agent did not properly withhold tax from amounts paid
          to or for the account of any Lender (because the appropriate form was
          not delivered or properly completed, because such Lender failed to
          notify the Administrative Agent of a change in circumstances which
          rendered its exemption from withholding ineffective, or for any other
          reason), such Lender shall indemnify the Administrative Agent fully
          for all amounts paid, directly or indirectly, by the Administrative
          Agent as tax, withholding therefor, or otherwise, including penalties
          and interest, and including taxes imposed by any jurisdiction on
          amounts payable to the Administrative Agent under this subsection,
          together with all costs and expenses related thereto (including
          attorneys fees and time charges of attorneys for the Administrative
          Agent, which attorneys may be employees of the Administrative Agent).
          The obligations of the Lenders under this Section 3.5(vii) shall
          survive the payment of the Obligations and termination of this
          Agreement and any such Lender obligated to indemnify the
          Administrative Agent shall not be entitled to indemnification from the
          Borrower with respect to such amounts, whether pursuant to this
          Article or otherwise, except to the extent the Borrower participated
          in the actions giving rise to such liability.

     3.6 Lender Statements; Survival of Indemnity. To the extent reasonably
possible, each Lender shall designate an alternate Lending Installation with
respect to its LIBOR Rate Loans to reduce any liability of the Borrower to such
Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of LIBOR
Rate Advances under Section 3.3, so long as such designation is not, in the
reasonable judgment of such Lender, disadvantageous to such Lender. Each Lender
shall deliver a written statement of such Lender to the Borrower (with a copy to
the Administrative Agent) as to the amount due, if any, under Sections 3.1, 3.2,
3.4 or 3.5. Such written statement shall set forth in reasonable detail the
calculations upon which such Lender determined such amount and shall be final,
conclusive and binding on the Borrower in the absence of manifest error.
Determination of amounts payable under such Sections in connection with a LIBOR
Rate Loan shall be calculated as though each Lender funded its LIBOR Rate Loan
through the purchase of a deposit of the type and maturity corresponding to the
deposit used as a reference in determining the LIBOR Rate applicable to such
Loan, whether in fact that is the case or not. Unless otherwise provided herein,
the amount specified in the written statement of any Lender shall be payable on
demand after receipt by the Borrower of such written statement. The obligations
of the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive payment of
the Obligations and termination of this Agreement.

                                   ARTICLE IV

                              CONDITIONS PRECEDENT
                              --------------------

     4.1 Initial Advance. The Lenders shall not be required to make the initial
Advance hereunder unless (a) the Borrower shall, prior to or concurrently with


                                      -20-


such initial Advance, have paid all fees due and payable to the Lenders and the
Administrative Agent hereunder, and (b) the Borrower shall have furnished to the
Administrative Agent, with sufficient copies for the Lenders, the following:

               (i) The duly executed originals of the Loan Documents, including
          the Notes, payable to the order of each of the Lenders, this
          Agreement, the Environmental Indemnity and all of the Security
          Documents;

               (ii) (A) Certificates of good standing for GPLP and Owner from
          the State of Delaware, certified by the appropriate governmental
          officer and dated not more than thirty (30) days prior to the
          Agreement Execution Date, and (B) foreign qualification certificates
          for GPLP and the Owner, certified by the appropriate governmental
          officer and dated not more than thirty (30) days prior to the
          Agreement Execution Date, for each other jurisdiction where the
          failure of GPLP or Owner to so qualify or be licensed (if required)
          would have a Material Adverse Effect;

               (iii) Copies of the formation documents (including code of
          regulations, if appropriate) of GPLP and the Owner, certified by an
          officer of GPLP or Owner, as appropriate, together with all amendments
          thereto;

               (iv) Incumbency certificates, executed by officers of the
          Borrower, the Parent Entities and Owner, which shall identify by name
          and title and bear the signature of the Persons authorized to sign the
          Loan Documents and to make borrowings hereunder on behalf of such
          parities, upon which certificate the Administrative Agent and the
          Lenders shall be entitled to rely until informed of any change in
          writing by GPLP or any such Parent Entity or the Owner;

               (v) Copies, certified by a Secretary or an Assistant Secretary of
          the Parent Entities, of the Board of Directors' resolutions (and
          resolutions of other bodies, if any are reasonably deemed necessary by
          counsel for the Administrative Agent) authorizing the Advances
          provided for herein, with respect to the Borrower, and the execution,
          delivery and performance of the Loan Documents to be executed and
          delivered by the Borrower and each Parent Entity hereunder;

               (vi) A written opinion of the Borrower's and Parent Entities'
          counsel, addressed to the Lenders in substantially the form of Exhibit
          F hereto or such other form as the Administrative Agent may reasonably
          approve;

               (vii) A written opinion from counsel in Kansas, in form and
          substance satisfactory to Administrative Agent, as to the
          enforceability of the Mortgage encumbering the Collateral Asset;

               (viii) A certificate, signed by an Authorized Officer of GPLP and
          Owner, stating that on the initial Borrowing Date no Default or
          Unmatured Default has occurred and is continuing, there has been no
          Material Adverse Effect, and that all representations and warranties
          of the Borrower are true and correct in all material respects as of
          the initial Borrowing Date provided that such certificate is in fact
          true and correct;

               (ix) The most recent financial statements of GPLP;


                                      -21-


               (x) UCC financing statement, judgment, and tax lien searches with
          respect to GPLP and Owner from Kansas, Ohio and Delaware;

               (xi) Written money transfer instructions, addressed to the
          Administrative Agent and signed by an Authorized Officer, together
          with such other related money transfer authorizations as the
          Administrative Agent may have reasonably requested;

               (xii) Evidence that all upfront fees due to each of the Lenders
          under the terms of their respective commitment letters have been paid,
          or will be paid out of the proceeds of the initial Advance hereunder;

               (xiii) There is no event of default under the GPLP Revolver;

               (xiv) The Administrative Agent shall have received a survey for
          the Collateral Asset certified as set forth in Schedule 5 attached
          hereto to the Administrative Agent and in a form satisfactory to
          counsel for the Administrative Agent;

               (xv) The Administrative Agent shall have received in respect of
          the Collateral Asset a title policy (or policies) complying with the
          requirements as set forth in Schedule 6 attached hereto, showing no
          exceptions to title other than those permitted under the Mortgage,
          except such as may be approved by the Administrative Agent, naming the
          Administrative Agent for the benefit of the Lenders as the insured
          under such policy and containing such endorsements as may be available
          in the applicable jurisdiction and as the Administrative Agent may
          require. The Administrative Agent shall have received evidence
          satisfactory to it that all premiums in respect of any endorsements,
          and all charges for mortgage recording tax, if any, have been paid;

               (xvi) If any portion of any buildings included in the Collateral
          Asset is located in an area identified as a special flood hazard area
          by the Federal Emergency Management Agency or other applicable agency,
          the Administrative Agent shall have received (i) a policy of flood
          insurance which (A) covers any parcel of improved real property which
          is encumbered by the Mortgage and (B) is written in an amount
          satisfactory to the Administrative Agent or the maximum limit of
          coverage made available with respect to the particular type of
          property under the Act, whichever is less, and (ii) confirmation that
          the Owner has received the notice required pursuant to Section
          208(e)(3) of Regulation H of the Board of Governors of the Federal
          Reserve System. To the extent the Collateral Asset is not located in
          an area identified as a special flood hazard area by the Federal
          Emergency Management Agency or other agency, the certification of the
          survey of the Collateral Asset to be delivered pursuant to clause
          (xvi) above shall include confirmation of such fact;

               (xvii) The Administrative Agent shall have received a copy of all
          recorded documents with respect to the Collateral Asset referred to,
          or listed as exceptions to title in, the title policy referred to in
          Section 4.1(xvii) and a copy, certified by such parties as the
          Administrative Agent may deem appropriate, of all other documents
          materially affecting the Collateral Asset, including without
          limitation copies of any leases on any leases with Major Tenants
          thereof;


                                      -22-


               (xviii) The Administrative Agent shall have received the results
          of a recent search by a Person satisfactory to the Administrative
          Agent, of the Uniform Commercial Code, judgment and tax lien filings
          which may have been filed with respect to personal property of the
          Owner used in connection with the Collateral Asset and the results of
          such search shall be satisfactory to the Administrative Agent;

               (xix) The Administrative Agent shall have received evidence in
          form and substance satisfactory to it that all of the requirements for
          insurance as set forth in Schedule 7 attached hereto shall have been
          satisfied;

               (xx) The Administrative Agent shall have received a current rent
          roll and current operating statements for the Collateral Asset;

               (xxi) The Administrative Agent shall have received the most
          recent engineer's report on the condition of the improvements upon the
          Collateral Asset in Borrower's possession;

               (xxii) The Administrative Agent shall have received the most
          recent Phase I report and certification (or updated report and
          recertification) for the Collateral Asset in Borrower's possession;
          and

               (xxiii) Such other documents as the Administrative Agent or its
          counsel may have reasonably requested, the form and substance of which
          documents shall be reasonably acceptable to the parties and their
          respective counsel.

                                    ARTICLE V

                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------

     GPLP and Owner each represents and warrants to the Lenders that:

     5.1 Existence. GPLP and Owner are each a limited partnership duly organized
and validly existing under the laws of the State of Delaware, with its principal
place of business in Columbus, Ohio and each is duly qualified as a foreign
limited partnership, properly licensed (if required), in good standing and has
all requisite authority to conduct its business in each jurisdiction in which
its business is conducted, except where the failure to be so qualified, licensed
and in good standing and to have the requisite authority would not have a
Material Adverse Effect.

     5.2 Authorization and Validity. Each of GPLP and Owner has the limited
partnership power and authority and legal right to execute and deliver the Loan
Documents and to perform its obligations thereunder. The execution and delivery
by GPLP and Owner of the Loan Documents and the performance of their respective
obligations thereunder have been duly authorized by proper limited partnership
proceedings, and the Loan Documents constitute legal, valid and binding
obligations of each of them enforceable against them in accordance with their
terms, except as enforceability may be limited by bankruptcy, insolvency or
similar laws affecting the enforcement of creditors' rights generally.

     5.3 No Conflict; Government Consent. Neither the execution and delivery by
GPLP and Owner of the Loan Documents, nor the consummation of the transactions


                                      -23-


therein contemplated, nor compliance with the provisions thereof will violate
any law, rule, regulation, order, writ, judgment, injunction, decree or award
binding on GPLP or Owner, or GPLP's or Owner's articles of incorporation,
operating agreements, partnership agreement, or by-laws, or the provisions of
any indenture, instrument or agreement to which GPLP or Owner is a party or is
subject, or by which it, or its Property, is bound, or conflict with or
constitute a default thereunder, except where such violation, conflict or
default would not have a Material Adverse Effect, or result in the creation or
imposition of any Lien in, of or on the Property of GPLP or Owner, pursuant to
the terms of any such indenture, instrument or agreement. No order, consent,
approval, license, authorization, or validation of, or filing, recording or
registration with, or exemption by, any governmental or public body or
authority, or any subdivision thereof, is required to authorize, or is required
in connection with the execution, delivery and performance of, or the legality,
validity, binding effect or enforceability of, any of the Loan Documents other
than the filing of a copy of this Agreement.

     5.4 Financial Statements; Material Adverse Effect. All consolidated
financial statements of the Loan Parties heretofore or hereafter delivered to
the Lenders were prepared in accordance with GAAP in effect on the preparation
date of such statements and fairly present in all material respects the
consolidated financial condition and operations of the Loan Parties at such date
and the consolidated results of their operations for the period then ended,
subject, in the case of interim financial statements, to normal and customary
year-end adjustments. From the preparation date of the most recent financial
statements delivered to the Lenders through the Agreement Execution Date, there
was no change in the business, properties, or condition (financial or otherwise)
of GPLP or Owner which could reasonably be expected to have a Material Adverse
Effect.

     5.5 Taxes. The Loan Parties have filed all United States federal tax
returns and all other tax returns which are required to be filed and have paid
all taxes due pursuant to said returns or pursuant to any assessment received by
GPLP or Owner except such taxes, if any, as are being contested in good faith
and as to which adequate reserves have been provided. No tax liens have been
filed and no claims are being asserted with respect to such taxes. The charges,
accruals and reserves on the books of GPLP and Owner in respect of any taxes or
other governmental charges are adequate.

     5.6 Litigation and Guarantee Obligations. Except as set forth on Schedule 2
hereto or as set forth in written notice to the Administrative Agent from time
to time, there is no litigation, arbitration, governmental investigation,
proceeding or inquiry pending or, to the knowledge of any of their officers,
threatened against or affecting the Loan Parties which could reasonably be
expected to have a Material Adverse Effect. Neither GPLP nor Owner has any
material contingent obligations not provided for or disclosed in the financial
statements referred to in Section 6.1 or as set forth in written notices to the
Administrative Agent given from time to time after the Agreement Execution Date
on or about the date such material contingent obligations are incurred.

     5.7 Intentionally Omitted

     5.8 ERISA. The Unfunded Liabilities of all Single Employer Plans do not in
the aggregate exceed $1,000,000. Neither GPLP nor Owner nor any other member of
the Controlled Group has incurred, or is reasonably expected to incur, any
withdrawal liability to Multiemployer Plans in excess of $250,000 in the
aggregate. Each Plan complies in all material respects with all applicable
requirements of law and regulations, no Reportable Event has occurred with
respect to any Plan, neither the GPLP nor Owner nor any other members of the
Controlled Group has withdrawn from any Plan or initiated steps to do so, and no
steps have been taken to reorganize or terminate any Plan.


                                      -24-


     5.9 Accuracy of Information. No information, exhibit or report furnished by
the Loan Parties to the Administrative Agent or to any Lender in connection with
the negotiation of, or compliance with, the Loan Documents contained any
material misstatement of fact or omitted to state a material fact or any fact
necessary to make the statements contained therein not misleading.

     5.10 Regulation U. Neither GPLP nor Owner has used the proceeds of any
Advance to buy or carry any margin stock (as defined in Regulation U) in
violation of the terms of this Agreement.

     5.11 Material Agreements. Neither GPLP nor Owner is a party to any
agreement or instrument or subject to any charter or other corporate restriction
which could reasonably be expected to have a Material Adverse Effect. Neither
GPLP nor Owner is in default in the performance, observance or fulfillment of
any of the obligations, covenants or conditions contained in (i) any agreement
to which it is a party, which default could have a Material Adverse Effect, or
(ii) any agreement or instrument evidencing or governing Indebtedness, which
default would constitute a Default hereunder.

     5.12 Compliance With Laws. Each of GPLP and Owner has complied with all
applicable statutes, rules, regulations, orders and restrictions of any domestic
or foreign government or any instrumentality or agency thereof, having
jurisdiction over the conduct of their respective businesses or the ownership of
their respective Property, except for any non-compliance which would not have a
Material Adverse Effect. The Loan Parties have not received any notice to the
effect that its operations are not in material compliance with any of the
requirements of applicable federal, state and local environmental, health and
safety statutes and regulations or the subject of any federal or state
investigation evaluating whether any remedial action is needed to respond to a
release of any toxic or hazardous waste or substance into the environment, which
non-compliance or remedial action could have a Material Adverse Effect.

     5.13 Ownership of Projects. Except as set forth on Schedule 1 hereto, on
the date of this Agreement, GPLP will have good and marketable title, free of
all Liens other than those permitted by Section 6.16, to all of the Projects
reflected in the financial statements as owned by it.

     5.14 Investment Company Act. Neither GPLP nor Owner is an "investment
company" or a company "controlled" by an "investment company", within the
meaning of the Investment Company Act of 1940, as amended.

     5.15 Public Utility Holding Company Act. Neither GPLP nor Owner, is a
"holding company" or a "subsidiary company" of a "holding company", or an
"affiliate" of a "holding company" or of a "subsidiary company" of a "holding
company", within the meaning of the Public Utility Holding Company Act of 1935,
as amended.

     5.16 Intentionally Omitted.

     5.17 Insurance. Owner carries insurance on the Collateral Asset with
financially sound and reputable insurance companies, in such amounts, with such
deductibles and covering such risks as are customarily carried by companies
engaged in similar businesses and owning similar Projects including, without
limitation:

               (i) Property and casualty insurance (including coverage for flood
          and other water damage for any portion of the Collateral Asset located
          within a 100-year flood plain) in the amount of the replacement cost
          of the improvements at the Collateral Asset (to the extent replacement


                                      -25-


          cost insurance is maintained by companies engaged in similar business
          and owning similar properties);

               (ii) Loss of rental income insurance in the amount not less than
          one year's gross revenues from the Collateral Asset; and

               (iii) Comprehensive general liability insurance in the amount of
          $20,000,000 per occurrence.

     The Administrative Agent has reviewed the insurance certificates provided
pursuant to Section 4.1(xxi) and confirms that they are acceptable in their
current form.

     5.18 REIT Status. Glimcher Realty Trust is qualified as a real estate
investment trust under Section 856 of the Code and currently is in compliance in
all material respects with all provisions of the Code applicable to the
qualification of Glimcher Realty Trust as a real estate investment trust.

     5.19 Title to Property. The execution, delivery or performance of the Loan
Documents required to be delivered by GPLP and Owner hereunder will not result
in the creation of any Lien on the Projects of GPLP or Owner other than those
interests intended to secure the Obligations. No consent to the transactions
contemplated hereunder is required from any ground lessor or mortgagee or
beneficiary under a deed of trust or any other party except as has been
delivered to the Lenders.

     5.20 Environmental Matters. Each of the following representations and
warranties is true and correct on and as of the Agreement Execution Date except
as disclosed on Schedule 3 attached hereto and to the extent that the facts and
circumstances giving rise to any such failure to be so true and correct, in the
aggregate, could not reasonably be expected to have a Material Adverse Effect:

          (a) To the best knowledge of GPLP and Owner, the Collateral Asset does
     not contain any Materials of Environmental Concern in amounts or
     concentrations which constitute a violation of, or could reasonably give
     rise to liability GPLP or Owner under, Environmental Laws.

          (b) To the best knowledge of GPLP and Owner, the Collateral Asset has
     been in compliance in all material respects with all applicable
     Environmental Laws.

          (c) Neither GPLP nor Owner has received any notice of violation,
     alleged violation, non-compliance, liability or potential liability
     regarding environmental matters or compliance with Environmental Laws with
     regard to the Collateral Asset, nor does the Borrower have knowledge or
     reason to believe that any such notice will be received or is being
     threatened.

          (d) To the best knowledge of GPLP and Owner, Materials of
     Environmental Concern have not been transported or disposed of from the
     Collateral Asset in violation of, or in a manner or to a location which
     could reasonably give rise to liability of GPLP or Owner under,
     Environmental Laws, nor have any Materials of Environmental Concern been
     generated, treated, stored or disposed of at, on or under the Collateral
     Asset in violation of, or in a manner that could give rise to liability of
     GPLP or Owner any applicable Environmental Laws.

          (e) No judicial proceedings or governmental or administrative action
     is pending, or, to the knowledge of GPLP, threatened, under any
     Environmental Law to which GPLP or Owner is or, to GPLP's or Owner's


                                      -26-


     knowledge, will be named as a party with respect to the Collateral Asset,
     nor are there any consent decrees or other decrees, consent orders,
     administrative order or other orders, or other administrative of judicial
     requirements outstanding under any Environmental Law with respect to the
     Collateral Asset.

          (f) To the best knowledge of GPLP and Owner, there has been no release
     or threat of release of Materials of Environmental Concern at or from the,
     or arising from or related to the operations of GPLP and Owner in
     connection with the Collateral Asset in violation of or in amounts or in a
     manner that could give rise to liability under Environmental Laws.

     5.21 Collateral Asset.

          (a) Each of the representations and warranties made by each Loan Party
     in its Security Documents with respect to the Collateral Asset is true and
     correct in all material respects.

          (b) Except as disclosed on the survey provided to the Administrative
     Agent pursuant to Section 4.1(xiv) of this Agreement, the Collateral Asset
     is not located in an area that has been identified by the Secretary of
     Housing and Urban Development as an area having special flood hazards and
     in which flood insurance has been made available under the National Flood
     Insurance Act of 1968 or the Flood Disaster Protection Act of 1973, as
     amended, or any successor law, or, if located within any such area, Owner
     has obtained and will maintain through the Facility Termination Date the
     insurance prescribed in Section 4.1(xviii) hereof.

          (c) To the Borrower's knowledge, the Collateral Asset and the present
     use and occupancy thereof are in material compliance with all applicable
     zoning ordinances (without reliance upon adjoining or other properties),
     building codes, land use and Environmental Laws, and other similar laws
     ("Applicable Laws").

          (d) The Collateral Asset is served by all utilities required for the
     current or contemplated use thereof. The Collateral Asset has accepted or
     is equipped to accept such utility service.

          (e) All public roads and streets necessary for service of and access
     to the Collateral Asset for the current or contemplated use thereof have
     been completed, and are open for use by the public.

          (f) The Collateral Asset is served by public water and sewer systems
     or, if the Collateral Asset is not serviced by a public water and sewer
     system, the alternate systems are adequate and meet, in all material
     respects, all requirements and regulations of, and otherwise comply in all
     material respects with, all Applicable Laws with respect to such alternate
     systems.

          (g) Except as may be disclosed in the reports delivered to
     Administrative Agent pursuant to Section 4.1 hereof, Borrower is not aware
     of any latent or patent structural or other significant deficiency of the
     Collateral Asset. The Collateral Asset is free of damage and waste that
     would materially and adversely affect the value of the Collateral Asset, is
     in good repair and there is no deferred maintenance other than ordinary
     wear and tear. The Collateral Asset is free from damage caused by fire or
     other casualty. There is no pending or, to the actual knowledge of
     Borrower, threatened condemnation proceedings affecting the Collateral
     Asset, or any material part thereof.


                                      -27-


          (h) To Borrower's knowledge, except as may be disclosed in the reports
     delivered to Administrative Agent pursuant to Section 4.1 hereof, all
     liquid and solid waste disposal, septic and sewer systems located on the
     Collateral Asset are in a good and safe condition and repair and to
     Borrower's knowledge, in material compliance with all Applicable Laws with
     respect to such systems.

          (i) All improvements on the Collateral Asset lie within the boundaries
     and building restrictions of the legal description of record of Collateral
     Asset, no improvements encroach upon easements benefiting the Collateral
     Asset other than encroachments that do not materially adversely affect the
     use or occupancy of the Collateral Asset and no improvements on adjoining
     properties encroach upon the Collateral Asset or easements benefiting the
     Collateral Asset other than encroachments that do not materially adversely
     affect the use or occupancy of the Collateral Asset. The Collateral Asset
     is served by roads which are located either on permanent easements that
     benefit all or part of the Collateral Asset or on public property and the
     Collateral Asset has access to, by virtue of such easements or otherwise,
     and is contiguous to a physically open, dedicated all weather public
     street, and has the necessary permits for ingress and egress.

          (j) There are no delinquent taxes, ground rents, water charges, sewer
     rents, assessments, insurance premiums, leasehold payments, or other
     outstanding charges affecting the Collateral Asset except to the extent
     such items are being contested in good faith and as to which adequate
     reserves have been provided.

Borrower agrees that all of its representations and warranties set forth in
Article V of this Agreement and elsewhere in this Agreement are true on the
Agreement Effective Date in all material respects, and will be true in all
material respects (except with respect to matters which have been disclosed in
writing to and approved by the Required Lenders) upon each request for the
continuation or conversion of an Advance. Each request for such a continuation
or conversion hereunder shall constitute a reaffirmation of such representations
and warranties as deemed modified in accordance with the disclosures made and
approved, as aforesaid, as of the date of such continuation and conversion.

     5.22 Office of Foreign Asset Control. GPLP and Owner are not (and will not
be) a person with whom any Lender is restricted from doing business under
regulations of the Office of Foreign Asset Control ("OFAC") of the Department of
the Treasury of the United States of America (including, those Persons named on
OFAC's Specially Designated and Blocked Persons list) or under any statute,
executive order (including, the September 24, 2001 Executive Order Blocking
Property and Prohibiting Transactions With Persons Who Commit, Threaten to
Commit, or Support Terrorism), or other governmental action and is not and shall
not knowingly engage in any dealings or transactions or otherwise be associated
with such persons. In addition, Borrower hereby agrees to provide to any Lender
with any additional information that any Lender deems necessary from time to
time in order to ensure compliance with all applicable Laws concerning money
laundering and similar activities.


                                      -28-


                                   ARTICLE VI

                                    COVENANTS
                                    ---------

     During the term of this Agreement, unless the Required Lenders shall
otherwise consent in writing:

     6.1 Financial Reporting. GPLP will maintain, for the Consolidated Group, a
system of accounting established and administered in accordance with GAAP, and
furnish to the Administrative Agent and the Lenders:

               (i) As soon as available, but in any event not later than 45 days
          after the close of each fiscal quarter, other than the fourth quarter,
          for the Consolidated Group, an unaudited consolidated and
          consolidating balance sheet as of the close of each such period and
          the related unaudited consolidated and consolidating statements of
          income and retained earnings and of cash flows of the Consolidated
          Group for such period and the portion of the fiscal year through the
          end of such period, setting forth in each case in comparative form the
          figures for the previous year, all certified by GPLP's chief financial
          officer or chief accounting officer;

               (ii) As soon as available, but in any event not later than 45
          days after the close of each fiscal quarter, other than the fourth
          quarter, for the Consolidated Group, the following reports in form and
          substance reasonably satisfactory to the Administrative Agent, all
          certified by GPLP's chief financial officer or chief accounting
          officer: a statement of Funds From Operations, an operating statement
          for Owner and the Collateral Asset, a listing of capital expenditures,
          a rent roll for the Collateral Asset, and such other information on
          the Collateral Asset as may be reasonably requested by the
          Administrative Agent;

               (iii) As soon as available, but in any event not later than 90
          days after the close of each fiscal year, for the Consolidated Group,
          audited financial statements, including a consolidated and
          consolidating balance sheet as at the end of such year and the related
          consolidated and consolidating statements of income and retained
          earnings and of cash flows for such year, setting forth in each case
          in comparative form the figures for the previous year, without a
          "going concern" or like qualification or exception, or qualification
          arising out of the scope of the audit, prepared by independent
          certified public accountants of nationally recognized standing
          reasonably acceptable to the Administrative Agent;

               (iv) Together with the quarterly and annual financial statements
          required hereunder, a compliance certificate in substantially the form
          of Exhibit B hereto signed by GPLP's chief financial officer, chief
          accounting officer or chief operating officer showing the calculations
          and computations necessary to determine compliance with this Agreement
          and stating that, to such officer's knowledge, no Default or Unmatured
          Default exists, or if, to such officer's knowledge, any Default or
          Unmatured Default exists, stating the nature and status thereof;

               (v) As soon as possible and in any event within 10 days after a
          responsible officer of GPLP knows that any Reportable Event has


                                      -29-


          occurred with respect to any Plan, a statement, signed by the chief
          financial officer of GPLP, describing said Reportable Event and the
          action which GPLP proposes to take with respect thereto;

               (vi) As soon as possible and in any event within 10 days after
          receipt by a responsible officer of GPLP, a copy of (a) any notice or
          claim to the effect that GPLP or any of its Subsidiaries is or may be
          liable to any Person as a result of the release by GPLP, any of its
          Subsidiaries, or any other Person of any Material of Environmental
          Concern into the environment, and (b) any notice alleging any
          violation of any federal, state or local environmental, health or
          safety law or regulation by GPLP or any of its Subsidiaries, which, in
          the case of either (a) or (b) could have a Material Adverse Effect;

               (vii) Promptly upon the furnishing thereof to the shareholders of
          either of the Parent Entities, copies of all financial statements,
          reports and proxy statements so furnished; and

               (viii) Such other information (including, without limitation,
          financial statements for GPLP and non-financial information) as the
          Administrative Agent or any Lender may from time to time reasonably
          request.

     6.2 Use of Proceeds. The Borrower will use the proceeds of the Advances
solely to repay and retire in full the existing Indebtedness of Owner secured by
the Collateral Asset. The Borrower will not, use any of the proceeds of the
Advances (i) to purchase or carry any "margin stock" (as defined in Regulation
U) if such usage could constitute a violation of Regulation U by any Lender or
(ii) to fund any purchase of, or offer for, a controlling portion of the Capital
Stock of any Person, unless the board of directors or other manager of such
Person has consented to such offer.

     6.3 Notice of Default. GPLP will give prompt notice in writing to the
Administrative Agent and the Lenders of the occurrence of any Default or
Unmatured Default and of any other development, financial or otherwise, which
could reasonably be expected to have a Material Adverse Effect.

     6.4 Conduct of Business. GPLP will do all things necessary to remain duly
incorporated or duly qualified, validly existing and in good standing as a
limited partnership in its jurisdiction of formation (except with respect to
mergers permitted pursuant to the GPLP Revolver) and maintain all requisite
authority to conduct its business in each jurisdiction in which its business is
conducted and to carry on and conduct its businesses in substantially the same
manner as they are presently conducted where the failure to do so could
reasonably be expected to have a Material Adverse Effect and, specifically, GPLP
may not undertake any business other than the acquisition, development,
ownership, management, operation and leasing of retail, office or industrial
properties, and ancillary businesses specifically related to such types of
properties.

     6.5 Taxes. GPLP will pay when due all taxes, assessments and governmental
charges and levies upon it of its income, profits or Projects, except those
which are being contested in good faith by appropriate proceedings and with
respect to which adequate reserves have been set aside.

     6.6 Insurance. GPLP and Owner will maintain insurance which is consistent
with the representation contained in Section 5.17 on all their Projects and GPLP
will furnish to any Lender upon reasonable request full information as to the
insurance carried.


                                      -30-


     6.7 Compliance with Laws. GPLP and Owner will comply with all laws, rules,
regulations, orders, writs, judgments, injunctions, decrees or awards to which
they may be subject, the violation of which could reasonably be expected to have
a Material Adverse Effect.

     6.8 Maintenance of Properties. GPLP and Owner will do all things necessary
to maintain, preserve, protect and keep the Collateral Asset in good repair,
working order and condition, ordinary wear and tear excepted.

     6.9 Inspection. GPLP and Owner will permit the Lenders upon reasonable
notice and during normal business hours and subject to rights of tenants, by
their respective representatives and agents, to inspect the Collateral Asset,
corporate books and financial records of GPLP and Owner to examine and make
copies of the books of accounts and other financial records of GPLP and Owner,
and to discuss the affairs, finances and accounts of GPLP and Owner with
officers thereof, and to be advised as to the same by, their respective officers
at such reasonable times and intervals as the Lenders may designate.

     6.10 Maintenance of Status. GPLP shall cause Glimcher Realty Trust to at
all times maintain its status as a real estate investment trust in compliance
with all applicable provisions of the Code relating to such status.

     6.11 Dividends. The Parent Entities and GPLP shall be permitted to declare
and pay dividends on their Capital Stock from time to time, provided, however,
that in no event shall any Parent Entity or GPLP declare or pay dividends on its
Capital Stock or make distributions with respect thereto to (other than the
declaration and payment of Preferred Dividends), if such dividends and
distributions paid on account of the then-current fiscal quarter and the three
immediately preceding fiscal quarters, in the aggregate for such period, would
exceed 95% of Adjusted Funds From Operations of the Consolidated Group for such
period. Notwithstanding the foregoing, the Parent Entities and GPLP shall be
permitted at all times to distribute whatever amount of dividends is necessary
to maintain the tax status of Glimcher Realty Trust as a real estate investment
trust.

     6.12 No Change in Control. GPLP will not, nor will it permit the Parent
Entities to, undergo a Change in Control.

     6.13 Affiliates. GPLP will not enter into any transaction (including,
without limitation, the purchase or sale of any Property or service) with, or
make any payment or transfer to, any Affiliate which is not a member of the
Consolidated Group except in the ordinary course of business and pursuant to the
reasonable requirements of GPLP's business and upon fair and reasonable terms no
less favorable to GPLP than GPLP would obtain in a comparable arms-length
transaction.

     6.14 Consolidated Net Worth. The Consolidated Group shall maintain a
Consolidated Net Worth of not less than $1,000,000,000 plus seventy-five percent
(75%) of the equity contributions or sales of treasury stock received by GPLP or
any Parent Entity after August 22, 2005.

     6.15 Indebtedness and Cash Flow Covenants. GPLP shall not permit:

               (i) Adjusted Annual EBITDA to be less than 1.50 times Fixed
          Charges at any time; or

               (ii) Consolidated Outstanding Indebtedness to be more than
          sixty-five percent (65%) of Total Asset Value at any time.


                                      -31-


     6.17 Approval of Leases. Owner shall not enter into any lease for more than
10,000 square feet of gross leaseable area at the Collateral Asset without the
prior written consent of the Administrative Agent, which consent shall be given
within ten (10) business days after Administrative Agent's receipt of a request
for consent, or if not given in such time period, shall be deemed approved. The
Administrative Agent shall have the right, upon request, at any time, to receive
tenant estoppel certificates and subordination, non-disturbance and attornment
agreements in form and substance acceptable to the Administrative Agent from any
Major Tenant at the Collateral Asset.

                                   ARTICLE VII

                                    DEFAULTS
                                    --------

     The occurrence of any one or more of the following events shall constitute
a Default:

     7.1 Nonpayment of any principal payment due hereunder or under any Note
when due.

     7.2 Nonpayment of interest upon any Note or of any fee or other payment
Obligations under any of the Loan Documents within five (5) Business Days after
the same becomes due.

     7.3 The breach of any of the terms or provisions of Sections 6.2, 6.10,
6.11, 6.12, and 6.15.

     7.4 Any representation or warranty made or deemed made by or on behalf of
the Borrower to the Lenders or the Administrative Agent under or in connection
with this Agreement, or any material certificate or information delivered in
connection with this Agreement or any other Loan Document shall be materially
false on the date as of which made.

     7.5 The breach by the Borrower (other than a breach which constitutes a
Default under Section 7.1, 7.2, 7.3 or 7.4) of any of the terms or provisions of
this Agreement which is not remedied within thirty (30) days after written
notice from the Administrative Agent or any Lender.

     7.6 Failure of GPLP or Owner to pay when due any Indebtedness which is
outstanding under the GPLP Revolver.

     7.7 GPLP or Owner shall (i) have an order for relief entered with respect
to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make
an assignment for the benefit of creditors, (iii) apply for, seek, consent to,
or acquiesce in, the appointment of a receiver, custodian, trustee, examiner,
liquidator or similar official for it or any Substantial Portion of its
Property, (iv) institute any proceeding seeking an order for relief under the
Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate
it as a bankrupt or insolvent, or seeking dissolution, winding up, liquidation,
reorganization, arrangement, adjustment or composition of it or its debts under
any law relating to bankruptcy, insolvency or reorganization or relief of
debtors or fail to file an answer or other pleading denying the material
allegations of any such proceeding filed against it, (v) take any corporate
action to authorize or effect any of the foregoing actions set forth in this
Section 7.7, (vi) fail to contest in good faith any appointment or proceeding
described in Section 7.8 or (vii) admit in writing its inability to pay its
debts generally as they become due.

     7.8 A receiver, trustee, examiner, liquidator or similar official shall be
appointed for GPLP or Owner or for any Substantial Portion of the Property of
GPLP or Owner or a proceeding described in Section 7.7(iv) shall be instituted


                                      -32-


against GPLP or Owner and such appointment continues undischarged or such
proceeding continues undismissed or unstayed for a period of ninety (90)
consecutive days.

     7.9 GPLP or Owner shall fail within sixty (60) days to pay, bond or
otherwise discharge any judgments or orders for the payment of money in an
amount which, when added to all other judgments or orders outstanding against
GPLP or Owner would exceed $25,000,000 in the aggregate, which have not been
stayed on appeal or otherwise appropriately contested in good faith.

     7.10 GPLP, Owner or any other member of the Controlled Group shall have
been notified by the sponsor of a Multiemployer Plan that it has incurred
withdrawal liability to such Multiemployer Plan in an amount which, when
aggregated with all other amounts required to be paid to Multiemployer Plans by
GPLP, Owner or any other member of the Controlled Group as withdrawal liability
(determined as of the date of such notification), exceeds $1,000,000 or requires
payments exceeding $500,000 per annum.

     7.11 GPLP, Owner or any other member of the Controlled Group shall have
been notified by the sponsor of a Multiemployer Plan that such Multiemployer
Plan is in reorganization or is being terminated, within the meaning of Title IV
of ERISA, if as a result of such reorganization or termination the aggregate
annual contributions of GPLP and the other members of the Controlled Group
(taken as a whole) to all Multiemployer Plans which are then in reorganization
or being terminated have been or will be increased over the amounts contributed
to such Multiemployer Plans for the respective plan years of each such
Multiemployer Plan immediately preceding the plan year in which the
reorganization or termination occurs by an amount exceeding $500,000.

     7.12 Failure to remediate within the time period permitted by law or
governmental order, after all administrative hearings and appeals have been
concluded (or within a reasonable time in light of the nature of the problem if
no specific time period is so established), material environmental problems at
Properties owned by GPLP or Owner whose aggregate book values are in excess of
$5,000,000.

     7.13 The occurrence of any "Default" as defined in any Loan Document or in
the GPLP Revolver or the breach of any of the terms or provisions of any Loan
Document or the GPLP Revolver, which default or breach continues beyond any
period of grace therein provided.

     7.14 The attempted revocation, challenge, disavowment, or termination by
GPLP or Owner of any of the Loan Documents.

     7.15 Either GPLP, Owner or any Parent Entity, without obtaining consent of
the Required Lenders, shall enter into any merger, consolidation, reorganization
or liquidation or transfer or otherwise dispose of all or substantially all of
their Properties, unless (a) in the case of a merger or consolidation GPLP or
such Parent Entity is the surviving entity in such merger or consolidation and
(b) after giving effect to the merger, GPLP and Owner each remains in compliance
with the terms of this Agreement, provided that any such action shall not
constitute a Default unless GPLP shall fail to reverse such action within sixty
(60) days after written notice from the Administrative Agent that such action
constitutes a Default hereunder.


                                      -33-


                                  ARTICLE VIII

                 ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES
                 ----------------------------------------------

     8.1 Acceleration. If any Default described in Section 7.7 or 7.8 occurs
with respect to GPLP or Owner, the obligations of the Lenders to make Loans
hereunder shall automatically terminate and the Obligations shall immediately
become due and payable without any election or action on the part of the
Administrative Agent or any Lender. If any other Default occurs, so long as a
Default exists Lenders shall have no obligation to make any Loans and the
Required Lenders, at any time prior to the date that such Default has been fully
cured, may permanently terminate the obligations of the Lenders to make Loans
hereunder and declare the Obligations to be due and payable, or both, whereupon
if the Required Lenders elected to accelerate (i) the Obligations shall become
immediately due and payable, without presentment, demand, protest or notice of
any kind, all of which the Borrower hereby expressly waives and (ii) if any
automatic or optional acceleration has occurred, the Administrative Agent, as
directed by the Required Lenders (or if no such direction is given within 30
days after a request for direction, as the Administrative Agent deems in the
best interests of the Lenders, in its sole discretion), shall use its good faith
efforts to collect, including without limitation, by filing and diligently
pursuing judicial action, all amounts owed by the Borrower and any Guarantor
under the Loan Documents.

     If, within 10 days after acceleration of the maturity of the Obligations or
termination of the obligations of the Lenders to make Loans hereunder as a
result of any Default (other than any Default as described in Section 7.7 or 7.8
with respect to GPLP or Owner) and before any judgment or decree for the payment
of the Obligations due shall have been obtained or entered, all of the Lenders
(in their sole discretion) shall so direct, the Administrative Agent shall, by
notice to the Borrower, rescind and annul such acceleration and/or termination.

     8.2 Amendments. Subject to the provisions of this Article VIII the Required
Lenders (or the Administrative Agent with the consent in writing of the Required
Lenders) and the Borrower may enter into agreements supplemental hereto for the
purpose of adding or modifying any provisions to the Loan Documents or changing
in any manner the rights of the Lenders or the Borrower hereunder or waiving any
Default hereunder; provided, however, that no such supplemental agreement or
waiver shall, without the consent of all Lenders:

               (i) Extend the Facility Termination Date, or forgive all or any
          portion of the principal amount of any Loan or accrued interest
          thereon, reduce the Applicable Margins (or modify any definition
          herein which would have the effect of reducing the Applicable Margins)
          or the underlying interest rate options or extend the time of payment
          of any such principal, interest or facility fees.

               (ii) Reduce the percentage specified in the definition of
          Required Lenders.

               (iii) Increase the Aggregate Commitment beyond $30,000,000.

               (iv) Permit the Borrower to assign its rights under this
          Agreement.

               (v) Amend Sections 8.1, 8.2 , or 8.4.

No amendment of any provision of this Agreement relating to the Administrative
Agent shall be effective without the written consent of the Administrative
Agent.


                                      -34-


     8.3 Preservation of Rights. No delay or omission of the Lenders or the
Administrative Agent to exercise any right under the Loan Documents shall impair
such right or be construed to be a waiver of any Default or an acquiescence
therein, and the making of a Loan notwithstanding the existence of a Default or
the inability of the Borrower to satisfy the conditions precedent to such Loan
shall not constitute any waiver or acquiescence. Any single or partial exercise
of any such right shall not preclude other or further exercise thereof or the
exercise of any other right, and no waiver, amendment or other variation of the
terms, conditions or provisions of the Loan Documents whatsoever shall be valid
unless in writing signed by the Lenders required pursuant to Section 8.2, and
then only to the extent in such writing specifically set forth. All remedies
contained in the Loan Documents or by law afforded shall be cumulative and all
shall be available to the Administrative Agent and the Lenders until the
Obligations have been paid in full.

     8.4 Foreclosure. The Lenders hereby agree to the following in the event of
foreclosure under the Mortgage or any other attempt at realization of the
security thereunder:

          (a) To subscribe to and accept its Percentage of the ownership
     interests in any entity organized to hold title to the Collateral Asset and
     that the nature of such entity shall be determined by the Required Lenders,
     subject to each Lender's right to hold its interests in such entity in, and
     assign such interests to, any affiliate of such Lender or any other entity
     required by laws or regulations governing such Lender. The Administrative
     Agent is hereby authorized to act for and on behalf of the Lenders in all
     day-to-day matters with respect to the exercise of rights described herein
     such as the supervision of attorneys, accountants, appraisers or others
     acting for the benefit of all of the Lenders in connection with litigation,
     foreclosure or realization of all or any security given as Collateral for
     the Obligations or other similar actions.

          (b) If the Lenders acquire the Collateral Asset either by foreclosure
     or deed in lieu of foreclosure, to negotiate in good faith to reach
     agreement in writing relating to the ownership, operation, maintenance,
     marketing and sale of Collateral Asset and that such agreement shall be
     consistent with the following:

               (i) The Collateral Asset will not be held as a long-term
          investment but will be marketed in an attempt to sell them in a time
          period consistent with the regulations applicable to national banks
          for owning real estate. Current appraisals of the Collateral Asset
          shall be obtained by the Administrative Agent from time to time during
          the ownership period at Lenders' expense (without diminishing or
          releasing any obligation of the Borrower to pay for such costs) and an
          appraised value shall be established and updated from time to time
          based on such appraisals.

               (ii) Certain decision making with respect to the day-to-day
          operations of the Collateral Asset will be delegated to management and
          leasing agents. All agreements with such management and leasing agents
          will be subject to the approval of the Required Lenders. The
          day-to-day supervision of such agents shall be done by the
          Administrative Agent.

               (iii) Except as provided in the following sentences, all
          decisions as to whether to sell the Collateral Asset shall be subject
          to the approval of all the Lenders. Notwithstanding the foregoing, the
          Lenders agree that if the Administrative Agent receives a bona fide
          "all cash" offer from an entity not affiliated with the Borrower or
          any Lender for the purchase of any of the Collateral Asset and such
          offer equals or exceeds ninety percent (90%) of the most recent


                                      -35-


          Appraised Value of such Collateral Asset as established by an
          Appraisal prepared in accordance with the standards established in
          this Agreement that has been completed within six months of such
          offer, then the Administrative Agent shall give written notice of such
          offer to the Lenders and request their approval for sale at such a
          price. If the Required Lenders approve of such a sale (or are deemed
          to approve of such a sale) then the Administrative Agent, acting on
          behalf of the Lenders, is irrevocably authorized to accept such offer.

               (iv) All expenses incurred by the Administrative Agent and
          Lenders in connection with the ownership, operation, maintenance,
          marketing and sale of the Collateral Asset shall be allocated among
          the Lenders pro rata in accordance with their respective Percentages.

               (v) All expenditures and other actions taken with respect to the
          Collateral Asset shall at all times be subject to the regulations and
          requirements pertaining to national banks applicable thereto. Without
          limiting the generality of the foregoing, all necessary approvals from
          regulatory authorities in connection with any expenditure of funds by
          the Lenders shall be a condition to such expenditure.

     8.5 Insolvency of Borrower. In the event of the insolvency of GPLP or
Owner, the Lenders shall have no obligation to make further disbursements of the
Facility, and the outstanding principal balance of the Facility, including
accrued and unpaid interest thereon, shall be immediately due and payable.

                                   ARTICLE IX

                               GENERAL PROVISIONS
                               ------------------

     9.1 Survival of Representations. All representations and warranties of the
Borrower contained in this Agreement shall survive delivery of the Notes and the
making of the Loans herein contemplated.

     9.2 Governmental Regulation. Anything contained in this Agreement to the
contrary notwithstanding, no Lender shall be obligated to extend credit to the
Borrower in violation of any limitation or prohibition provided by any
applicable statute or regulation.

     9.3 Intentionally Omitted.

     9.4 Headings. Section headings in the Loan Documents are for convenience of
reference only, and shall not govern the interpretation of any of the provisions
of the Loan Documents.

     9.5 Entire Agreement. The Loan Documents embody the entire agreement and
understanding among the Borrower, the Administrative Agent and the Lenders and
supersede all prior commitments, agreements and understandings among the
Borrower, the Administrative Agent and the Lenders relating to the subject
matter thereof.

     9.6 Several Obligations; Benefits of this Agreement. The respective
obligations of the Lenders hereunder are several and not joint and no Lender
shall be the partner or agent of any other (except to the extent to which the
Administrative Agent is authorized to act as such). The failure of any Lender to


                                      -36-


perform any of its obligations hereunder shall not relieve any other Lender from
any of its obligations hereunder. This Agreement shall not be construed so as to
confer any right or benefit upon any Person other than the parties to this
Agreement and their respective successors and assigns.

     9.7 Expenses; Indemnification. The Borrower shall reimburse the
Administrative Agent for any costs, and out-of-pocket expenses (including,
without limitation, all reasonable fees for consultants and fees and reasonable
expenses for attorneys for the Administrative Agent, which attorneys may be
employees of the Administrative Agent) paid or incurred by the Administrative
Agent in connection with the amendment, modification, and enforcement of the
Loan Documents. The Borrower also agrees to reimburse the Administrative Agent
and the Lenders for any reasonable costs, internal charges and out-of-pocket
expenses (including, without limitation, all fees and reasonable expenses for
attorneys for the Administrative Agent and the Lenders, which attorneys may be
employees of the Administrative Agent or the Lenders) paid or incurred by the
Administrative Agent or any Lender in connection with the collection and
enforcement of the Loan Documents (including, without limitation, any workout).
The Borrower further agrees to indemnify the Administrative Agent, each Lender
and their Affiliates, and their directors and officers against all losses,
claims, damages, penalties, judgments, liabilities and expenses (including,
without limitation, all reasonable fees and reasonable expenses for attorneys of
the indemnified parties, all reasonable expenses of litigation or preparation
therefor whether or not the Administrative Agent, or any Lender is a party
thereto) which any of them may pay or incur arising out of or relating to this
Agreement, the other Loan Documents, the Projects, the transactions contemplated
hereby or the direct or indirect application or proposed application of the
proceeds of any Loan hereunder, except to the extent that any of the foregoing
arise out of the gross negligence or willful misconduct of the party seeking
indemnification therefor. The obligations of the Borrower under this Section
shall survive the termination of this Agreement.

     9.8 Numbers of Documents. All statements, notices, closing documents, and
requests hereunder shall be furnished to the Administrative Agent with
sufficient counterparts so that the Administrative Agent may furnish one to each
of the Lenders.

     9.9 Accounting. Except as provided to the contrary herein, all accounting
terms used herein shall be interpreted and all accounting determinations
hereunder shall be made in accordance with GAAP.

     9.10 Severability of Provisions. Any provision in any Loan Document that is
held to be inoperative, unenforceable, or invalid in any jurisdiction shall, as
to that jurisdiction, be inoperative, unenforceable, or invalid without
affecting the remaining provisions in that jurisdiction or the operation,
enforceability, or validity of that provision in any other jurisdiction, and to
this end the provisions of all Loan Documents are declared to be severable.

     9.11 Nonliability of Lenders. The relationship between the Borrower, on the
one hand, and the Lenders and the Administrative Agent, on the other, shall be
solely that of borrower and lender. Neither the Administrative Agent nor any
Lender shall have any fiduciary responsibilities to the Borrower. Neither the
Administrative Agent nor any Lender undertakes any responsibility to the
Borrower to review or inform the Borrower of any matter in connection with any
phase of the Borrower's business or operations.

     9.12 CHOICE OF LAW. THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING A
CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF OHIO, BUT
GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.


                                      -37-


     9.13 CONSENT TO JURISDICTION. THE BORROWER HEREBY IRREVOCABLY SUBMITS TO
THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR OHIO STATE COURT
SITTING IN CLEVELAND IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
ANY LOAN DOCUMENTS AND THE BORROWER HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN
RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH
COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO
THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT
SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE
ADMINISTRATIVE AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST THE BORROWER IN
THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY THE BORROWER
AGAINST THE ADMINISTRATIVE AGENT OR ANY LENDER OR ANY AFFILIATE OF THE
ADMINISTRATIVE AGENT OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER
IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT SHALL
BE BROUGHT ONLY IN A COURT IN CLEVELAND, OHIO.

     9.14 WAIVER OF JURY TRIAL. THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH
LENDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY
OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN
ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT OR THE
RELATIONSHIP ESTABLISHED THEREUNDER.

                                    ARTICLE X

                            THE ADMINISTRATIVE AGENT
                            ------------------------

     10.1 Appointment. KeyBank National Association, is hereby appointed
Administrative Agent hereunder and under each other Loan Document, and each of
the Lenders irrevocably authorizes the Administrative Agent to act as the agent
of such Lender. The Administrative Agent agrees to act as such upon the express
conditions contained in this Article X. Notwithstanding the use of the defined
term "Administrative Agent," it is expressly understood and agreed that the
Administrative Agent shall not have any fiduciary responsibilities to any Lender
by reason of this Agreement or any other Loan Document and that the
Administrative Agent is merely acting as the contractual representative of the
Lenders with only those duties as are expressly set forth in this Agreement and
the other Loan Documents. In its capacity as the Lenders' contractual
representative, the Administrative Agent (i) does not hereby assume any
fiduciary duties to any of the Lenders, (ii) is a "representative" of the
Lenders within the meaning of the term "secured party" as defined in the Ohio
Uniform Commercial Code and (iii) is acting as an independent contractor, the
rights and duties of which are limited to those expressly set forth in this
Agreement and the other Loan Documents. Each of the Lenders hereby agrees to
assert no claim against the Administrative Agent on any agency theory or any
other theory of liability for breach of fiduciary duty, all of which claims each
Lender hereby waives.

     10.2 Powers. The Administrative Agent shall have and may exercise such
powers under the Loan Documents as are specifically delegated to the
Administrative Agent by the terms of each thereof, together with such powers as
are reasonably incidental thereto. The Administrative Agent shall have no
implied duties to the Lenders, or any obligation to the Lenders to take any
action thereunder except any action specifically provided by the Loan Documents
to be taken by the Administrative Agent.


                                      -38-


     10.3 General Immunity. Neither the Administrative Agent nor any of its
directors, officers, agents or employees shall be liable to the Borrower, the
Lenders or any Lender for (i) any action taken or omitted to be taken by it or
them hereunder or under any other Loan Document or in connection herewith or
therewith except for its or their own gross negligence or willful misconduct; or
(ii) any determination by the Administrative Agent that compliance with any law
or any governmental or quasi-governmental rule, regulation, order, policy,
guideline or directive (whether or not having the force of law) requires the
Advances and Commitments hereunder to be classified as being part of a "highly
leveraged transaction".

     10.4 No Responsibility for Loans, Recitals, etc. Neither the Administrative
Agent nor any of its directors, officers, agents or employees shall be
responsible for or have any duty to ascertain, inquire into, or verify (i) any
statement, warranty or representation made in connection with any Loan Document
or any borrowing hereunder; (ii) the performance or observance of any of the
covenants or agreements of any obligor under any Loan Document, including,
without limitation, any agreement by an obligor to furnish information directly
to each Lender; (iii) the satisfaction of any condition specified in Article IV,
except receipt of items required to be delivered to the Administrative Agent;
(iv) the validity, effectiveness or genuineness of any Loan Document or any
other instrument or writing furnished in connection therewith; (v) the value,
sufficiency, creation, perfection, or priority of any interest in any collateral
security; or (vi) the financial condition of the Borrower or any Guarantor.
Except as otherwise specifically provided herein, the Administrative Agent shall
have no duty to disclose to the Lenders information that is not required to be
furnished by the Borrower to the Administrative Agent at such time, but is
voluntarily furnished by the Borrower to the Administrative Agent (either in its
capacity as Administrative Agent or in its individual capacity).

     10.5 Action on Instructions of Lenders. The Administrative Agent shall in
all cases be fully protected in acting, or in refraining from acting, hereunder
and under any other Loan Document in accordance with written instructions signed
by the required percentage of the Lenders needed to take such action or refrain
from taking such action, and such instructions and any action taken or failure
to act pursuant thereto shall be binding on all of the Lenders. The Lenders
hereby acknowledge that the Administrative Agent shall be under no duty to take
any discretionary action permitted to be taken by it pursuant to the provisions
of this Agreement or any other Loan Document unless it shall be requested in
writing to do so by the Required Lenders. The Administrative Agent shall be
fully justified in failing or refusing to take any action hereunder and under
any other Loan Document unless it shall first be indemnified to its satisfaction
by the Lenders pro rata against any and all liability, cost and expense that it
may incur by reason of taking or continuing to take any such action.

     10.6 Employment of Agents and Counsel. The Administrative Agent may execute
any of its duties as Administrative Agent hereunder and under any other Loan
Document by or through employees, agents, and attorneys-in-fact and shall not be
answerable to the Lenders, except as to money or securities received by it or
its authorized agents, for the default or misconduct of any such agents or
attorneys-in-fact selected by it with reasonable care. The Administrative Agent
shall be entitled to advice of counsel concerning all matters pertaining to the
agency hereby created and its duties hereunder and under any other Loan
Document.

     10.7 Reliance on Documents; Counsel. The Administrative Agent shall be
entitled to rely upon any Note, notice, consent, certificate, affidavit, letter,
telegram, statement, paper or document believed by it to be genuine and correct
and to have been signed or sent by the proper person or persons, and, in respect
to legal matters, upon the opinion of counsel selected by the Administrative
Agent, which counsel may be employees of the Administrative Agent.


                                      -39-


     10.8 Administrative Agent's Reimbursement and Indemnification. The Lenders
agree to reimburse and indemnify the Administrative Agent ratably in proportion
to their respective Commitments (i) for any amounts not reimbursed by the
Borrower for which the Administrative Agent is entitled to reimbursement by the
Borrower under the Loan Documents, (ii) for any other expenses incurred by the
Administrative Agent on behalf of the Lenders, in connection with the
preparation, execution, delivery, administration and enforcement of the Loan
Documents, if not paid by Borrower and (iii) for any liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind and nature whatsoever which may be imposed on,
incurred by or asserted against the Administrative Agent in any way relating to
or arising out of the Loan Documents or any other document delivered in
connection therewith or the transactions contemplated thereby (including without
limitation, for any such amounts incurred by or asserted against the
Administrative Agent in connection with any dispute between the Administrative
Agent and any Lender or between two or more of the Lenders), or the enforcement
of any of the terms thereof or of any such other documents, provided that no
Lender shall be liable for any of the foregoing to the extent they arise from
the gross negligence or willful misconduct or a breach of the Administrative
Agent's express obligations and undertakings to the Lenders. The obligations of
the Lenders and the Administrative Agent under this Section 10.8 shall survive
payment of the Obligations and termination of this Agreement.

     10.9 Rights as a Lender. In the event the Administrative Agent is a Lender,
the Administrative Agent shall have the same rights and powers hereunder and
under any other Loan Document as any Lender and may exercise the same as though
it were not the Administrative Agent, and the term "Lender" or "Lenders" shall,
at any time when the Administrative Agent is a Lender, unless the context
otherwise indicates, include the Administrative Agent in its individual
capacity. The Administrative Agent may accept deposits from, lend money to, and
generally engage in any kind of trust, debt, equity or other transaction, in
addition to those contemplated by this Agreement or any other Loan Document,
with the Borrower or any of its Subsidiaries in which the Borrower or such
Subsidiary is not restricted hereby from engaging with any other Person.

     10.10 Lender Credit Decision. Each Lender acknowledges that it has,
independently and without reliance upon the Administrative Agent or any other
Lender and based on the financial statements prepared by the Borrower and such
other documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement and the other Loan
Documents. Each Lender also acknowledges that it will, independently and without
reliance upon the Administrative 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 in taking or not taking action under this
Agreement and the other Loan Documents.

     10.11 Successor Administrative Agent. Except as otherwise provided below,
KeyBank National Association shall at all times serve as the Administrative
Agent during the term of this Facility. The Administrative Agent may resign at
any time by giving written notice thereof to the Lenders and the Borrower, such
resignation to be effective upon the appointment of a successor Administrative
Agent. If the Administrative Agent has been grossly negligent in the performance
of its obligations hereunder, the Administrative Agent may be removed at any
time by written notice received by the Administrative Agent from all other
Lenders, such removal to be effective on the date specified by the other
Lenders. Upon any such resignation or removal, the Required Lenders shall
appoint, on behalf of the Borrower and the Lenders, a successor Administrative
Agent. If no successor Administrative Agent shall have been so appointed by the
Required Lenders within thirty days after the resigning Administrative Agent's
giving notice of its intention to resign, then the resigning Administrative
Agent shall appoint, on behalf of the Borrower and the Lenders, a successor
Administrative Agent. Notwithstanding the previous sentence, the Administrative


                                      -40-


Agent may at any time without the consent of the Borrower or any Lender, appoint
any of its Affiliates which is a commercial bank as a successor Administrative
Agent hereunder. No successor Administrative Agent shall be deemed to be
appointed hereunder until such successor Administrative Agent has accepted the
appointment. Any such successor Administrative Agent shall be a commercial bank
having capital and retained earnings of at least $500,000,000. Upon the
acceptance of any appointment as Administrative Agent hereunder by a successor
Administrative Agent, such successor Administrative Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the resigning or removed Administrative Agent. Upon the effectiveness of the
resignation or removal of the Administrative Agent, the resigning or removed
Administrative Agent shall be discharged from its duties and obligations
hereunder and under the Loan Documents. After the effectiveness of the
resignation or removal of an Administrative Agent, the provisions of this
Article X shall continue in effect for the benefit of such Administrative Agent
in respect of any actions taken or omitted to be taken by it while it was acting
as the Administrative Agent hereunder and under the other Loan Documents.

     10.12 Notice of Defaults. If a Lender becomes aware of a Default or
Unmatured Default, such Lender shall notify the Administrative Agent of such
fact provided that the failure to give such notice shall not create liability on
the part of a Lender. Upon receipt of such notice that a Default or Unmatured
Default has occurred, the Administrative Agent shall notify each of the Lenders
of such fact.

     10.13 Requests for Approval. If the Administrative Agent requests in
writing the consent or approval of a Lender, such Lender shall respond and
either approve or disapprove definitively in writing to the Administrative Agent
within ten (10) Business Days (or sooner if such notice specifies a shorter
period for responses based on Administrative Agent's good faith determination
that circumstances exist warranting its request for an earlier response) after
such written request from the Administrative Agent. If the Lender does not so
respond, that Lender shall be deemed to have approved the request.

     10.14 Defaulting Lenders. At such time as a Lender becomes a Defaulting
Lender, such Defaulting Lender's right to vote on matters which are subject to
the consent or approval of the Required Lenders, each affected Lender or all
Lenders shall be immediately suspended until such time as the Lender is no
longer a Defaulting Lender, except that the amount of the Commitment of the
Defaulting Lender may not be changed without its consent. If a Defaulting Lender
has failed to fund its pro rata share of any Advance and until such time as such
Defaulting Lender subsequently funds its pro rata share of such Advance, all
Obligations owing to such Defaulting Lender hereunder shall be subordinated in
right of payment, as provided in the following sentence, to the prior payment in
full of all principal of, interest on and fees relating to the Loans funded by
the other Lenders in connection with any such Advance in which the Defaulting
Lender has not funded its pro rata share (such principal, interest and fees
being referred to as "Senior Loans" for the purposes of this section). All
amounts paid by the Borrower, the Parent Entities or the Guarantors and
otherwise due to be applied to the Obligations owing to such Defaulting Lender
pursuant to the terms hereof shall be distributed by the Administrative Agent to
the other Lenders in accordance with their respective pro rata shares
(recalculated for the purposes hereof to exclude the Defaulting Lender) until
all Senior Loans have been paid in full provided, however, in no event will any
such distribution to the other Lenders give rise to any liability of the
Borrower to the Defaulting Lender. After the Senior Loans have been paid in full
equitable adjustments will be made in connection with future payments by the
Borrower to the extent a portion of the Senior Loans had been repaid with
amounts that otherwise would have been distributed to a Defaulting Lender but
for the operation of this Section 10.14. This provision governs only the
relationship among the Administrative Agent, each Defaulting Lender and the
other Lenders; nothing hereunder shall limit the obligation of the Borrower to


                                      -41-


repay all Loans in accordance with the terms of this Agreement. The provisions
of this section shall apply and be effective regardless of whether a Default
occurs and is continuing, and notwithstanding (i) any other provision of this
Agreement to the contrary, (ii) any instruction of the Borrower as to its
desired application of payments or (iii) the suspension of such Defaulting
Lender's right to vote on matters which are subject to the consent or approval
of the Required Lenders or all Lenders.

                                   ARTICLE XI

                     RELEASE OF PORTION OF COLLATERAL ASSET
                     --------------------------------------

     11.1 Transfer. Provided no Event of Default shall have occurred and remain
uncured and provided Borrower desires to transfer the Expansion Parcel for
commercial purposes compatible with the use and operation of the Property as a
regional shopping center, Borrower shall have the right from time to time prior
to the Facility Termination Date to obtain a release of the lien of the Mortgage
(and related Loan Documents) as to the Expansion Parcel and to modify the Ground
Lease (as such term is defined in the Mortgage) or assign a portion thereof so
as to exclude the Expansion Parcel from the premises demised thereby upon
satisfaction of the following conditions precedent:

               (i) Borrower shall provide Administrative Agent not less than
          thirty (30) days notice (or a shorter period of time if permitted by
          Administrative Agent in its sole discretion) specifying the date (the
          "Expansion Date") on which the partial release is to occur provided,
          however, that Borrower may postpone the Expansion Date from time to
          time as long as the extended date is at least ten (10) Business Days
          after notice of such extension;

               (ii) Borrower shall have delivered to Administrative Agent
          evidence that Borrower has complied with all requirements of and
          obtained all approvals required under any leases of the Collateral
          Asset and any operating agreements applicable to the release of the
          Expansion Parcel and that the partial release does not violate any of
          the provisions of such leases and operating agreements including,
          without limitation, provisions relating to the availability of parking
          at the Collateral Asset provided, however, that an Authorized
          Officer's certificate to that effect shall be sufficient evidence of
          such compliance and obtaining of such approvals as to tenants which
          are not Major Tenants;

               (iii) Borrower shall have delivered to Lender (A) at Borrower's
          option, (x) an endorsement to the Lenders' title insurance policy, (y)
          an opinion of counsel (from counsel reasonably to Administrative
          Agent) or (z) a certificate of an architect (from an architect
          reasonably acceptable to Administrative Agent and licensed to practice
          in Kansas) indicating that the Expansion Parcel has been legally
          subdivided for zoning lot purposes from the remainder of the
          Collateral Asset pursuant to a zoning lot subdivision in accordance
          with applicable law, (B) at Borrower's option (x) an endorsement to
          the Lenders' title insurance policy, (y) an opinion of counsel (from
          counsel reasonably acceptable to Administrative Agent) or (z) a
          certificate of an architect (from an architect reasonably acceptable
          to Administrative Agent and licensed to practice in Kansas) indicating


                                      -42-


          that the balance of the Collateral Asset separately conforms to and is
          in material compliance with all applicable legal requirements and
          constitutes one or more separate tax lots, (C) a certificate from an
          architect or engineer licensed to practice in Kansas and reasonably
          acceptable to Administrative Agent to the effect that the Expansion
          Parcel is not necessary for the uses of the remainder of the
          Collateral Asset, including, without limitation, for support, access,
          driveways, parking, utilities, drainage flows or any other purpose,
          (after giving effect to any easements therefor reserved over the
          Expansion Parcel for the benefit of the remainder of the Collateral
          Asset) and (D) an Authorized Officer's certificate with supporting
          documentation indicating that either (y) sufficient parking remains on
          the remainder of the Collateral Asset to comply with all leases of
          such remainder and with all operating agreements and which is adequate
          for the proper use and enjoyment of the balance of the Collateral
          Asset; or (z) reservations of parking spaces (in favor of such
          remainder) in the Expansion Parcel are sufficient (when added to
          parking otherwise available to the remainder) to comply with all
          leases of such remainder and with all operating agreements and which
          are adequate for the proper use and enjoyment of the remainder of the
          Collateral Asset;

               (iv) Borrower shall have delivered a metes and bounds description
          of the Expansion Parcel and a survey of the Expansion Parcel and the
          remainder of the Property which would be standard in commercial
          lending transactions;

               (v) Borrower shall have delivered to Administrative Agent on the
          date of the release an endorsement to the policy or policies of title
          insurance insuring the Mortgage reflecting the release and (A)
          insuring Lenders' interest in any easements created in connection with
          the release, (B) extending the effective date of the policy or
          policies to the effective date of the release, and (C) confirming no
          change in the priority of the Mortgage on the remainder of the
          Collateral Asset or in the amount of the insurance or the coverage
          under the policy or policies; and

               (vi) Borrower shall pay all out-of-pocket costs and expenses of
          Administrative Agent incurred in connection with the partial release,
          including its reasonable attorneys' fees and expenses.

     11.2 Release. If Borrower has elected to release the Expansion Parcel and
the requirements of this Article 11 have been satisfied, the Expansion Parcel
shall be released from the Lien of the Mortgage (and related Loan Documents) and
the Ground Lease modification or partial assignment may be executed. In
connection with the release of the Lien, Borrower shall submit to Administrative
Agent, not less than thirty (30) days prior to the Expansion Date (or such
shorter time as is acceptable to Administrative Agent in its sole discretion), a
release of Lien (and related Loan Documents) for execution by Administrative
Agent. Such release and consent and subordination shall be in a form appropriate
in the jurisdiction in which the Collateral Asset is located and shall contain
standard provisions protecting the rights of a releasing lender. In addition,
Borrower shall provide all other documentation Administrative Agent reasonably
requires to be delivered by Borrower in connection with such release, together
with an Authorized Officer's certificate certifying that such documentation (i)
is in compliance with all legal requirements, and (ii) will effect such release
in accordance with the terms of this Agreement. Borrower shall pay all costs,
taxes and expenses associated with the release of the Lien of the Mortgage,
including Administrative Agent's reasonable attorneys' fees. Borrower shall
cause leasehold title to the Expansion Parcel so released from the Lien of the
Mortgage to be transferred to and held by a Person other than Borrower.

     11.3 Subdivision Alternative. If Borrower is unable to legally subdivide
the Expansion Parcel from the remainder of the Collateral Asset, or if Borrower
desires to enter into a ground sublease in lieu of conveying leasehold title to


                                      -43-


the Expansion Parcel, Borrower shall have the right to sublease the Expansion
Parcel to a Person other than Borrower in lieu of such conveyance and
Administrative Agent shall subordinate the Lien of the Mortgage and the other
Loan Documents to such sublease, provided (A) Borrower complies with all of the
conditions to release set forth in this Article 11 other than the requirements
that such Expansion Parcel be legally subdivided from the remainder of the
Collateral Asset, (B) the request for such ground sublease shall be accompanied
by, at Borrower's option, (1) an endorsement to the title insurance policy, (2)
an opinion of counsel (from counsel reasonably acceptable to Administrative
Agent) or (3) an architect's or surveyor's certificate from an architect or
surveyor reasonably acceptable to Administrative Agent and licensed in Kansas,
stating that a subdivision is not required in order for the remainder of the
Collateral Asset to comply with the legal requirements after the commencement of
the ground sublease, (C) Borrower delivers evidence to Administrative Agent
indicating that either (1) financing is available from a reliable funding source
to fund the cost of the improvements to be constructed on the Expansion Parcel
or (2) the tenant has sufficient financial wherewithal to pay for the cost of
construction of such improvements, (D) such ground sublease shall contain the
following provisions: (1) the Expansion Parcel shall not be used for any purpose
other than that which is compatible with the regional shopping center at the
Collateral Asset, (2) the ground sublease shall require that the tenant be
responsible for construction of improvements (however, Borrower, as the landlord
thereunder, may be responsible for construction of the improvements provided
that Borrower complies with the applicable provisions of the Mortgage), all
allocable taxes and all insurance, maintenance, utility, repair and other
similar obligations with respect to the tenant's improvements, (3) the tenant
shall be required to restore the demised premises in the case of casualty and
condemnation to a safe and habitable condition and/or to remove any damaged
structures or debris therefrom so as to leave the demised premises in a safe
condition, and (4) the tenant shall discharge (unless the same have been bonded
or otherwise secured to Administrative Agent's satisfaction) within thirty (30)
days any mechanic's lien filed against the demised premises by reason of the
acts of the tenant or Persons claiming by, through or under the tenant. Such
ground sublease may permit the tenant to procure mortgage financing secured by
the leasehold estate created thereby and such ground lease will contain no
provisions which are inconsistent with Borrower's obligations under the Loan
Documents or which would be unacceptable to a prudent lender subordinating its
mortgage to same (including any provisions which are materially detrimental to
the interests of such lender).

                                   ARTICLE XII

                BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS
                -------------------------------------------------

     12.1 Successors and Assigns. The terms and provisions of the Loan Documents
shall be binding upon and inure to the benefit of the Borrower and the Lenders
and their respective successors and assigns, except that (i) the Borrower shall
not have the right to assign its rights or obligations under the Loan Documents
and (ii) any assignment by any Lender must be made in compliance with Section
12.3. The parties to this Agreement acknowledge that clause (ii) of this Section
12.1 relates only to absolute assignments and does not prohibit assignments
creating security interests, including, without limitation, (x) any pledge or
assignment by any Lender of all or any portion of its rights under this
Agreement and any Note to a Federal Reserve Bank or (y) in the case of a Lender
which is a fund, any pledge or assignment of all or any portion of its rights
under this Agreement and any Note to its trustee in support of its obligations
to its trustee; provided, however, that no such pledge or assignment creating a
security interest shall release the transferor Lender from its obligations
hereunder unless and until the parties thereto have complied with the provisions
of Section 12.3. The Administrative Agent and Borrower may treat the Person
which made any Loan or which holds any Note as the owner thereof for all


                                      -44-


purposes hereof unless and until such Person complies with Section 12.3;
provided, however, that the Administrative Agent and Borrower may in its
discretion (but shall not be required to) follow instructions from the Person
which made any Loan or which holds any Note to direct payments relating to such
Loan or Note to another Person. Any assignee of the rights to any Loan or any
Note agrees by acceptance of such assignment to be bound by all the terms and
provisions of the Loan Documents. Any request, authority or consent of any
Person, who at the time of making such request or giving such authority or
consent is the owner of the rights to any Loan (whether or not a Note has been
issued in evidence thereof), shall be conclusive and binding on any subsequent
holder or assignee of the rights to such Loan.

     12.2 Participations.

          12.2.1 Permitted Participants; Effect. Any Lender may, in the ordinary
     course of its business and in accordance with applicable law, at any time
     sell to one or more banks, financial institutions, pension funds, or any
     other funds or entities ("Participants") participating interests in any
     Loan owing to such Lender, any Note held by such Lender, any Commitment of
     such Lender or any other interest of such Lender under the Loan Documents.
     In the event of any such sale by a Lender of participating interests to a
     Participant, such Lender's obligations under the Loan Documents shall
     remain unchanged, such Lender shall remain solely responsible to the other
     parties hereto for the performance of such obligations, such Lender shall
     remain the holder of any such Note for all purposes under the Loan
     Documents, all amounts payable by the Borrower under this Agreement shall
     be determined as if such Lender had not sold such participating interests,
     and the Borrower and the Administrative Agent shall continue to deal solely
     and directly with such Lender in connection with such Lender's rights and
     obligations under the Loan Documents.

          12.2.2 Voting Rights. Each Lender shall retain the sole right to
     approve, without the consent of any Participant, any amendment,
     modification or waiver of any provision of the Loan Documents other than
     any amendment, modification or waiver with respect to any Loan or
     Commitment in which such Participant has an interest which would require
     consent of all the Lenders pursuant to the terms of Section 8.2 or of any
     other Loan Document.

     12.3 Assignments.

          12.3.1 Permitted Assignments. Any Lender may, in the ordinary course
     of its business and in accordance with applicable law, at any time assign
     to any of such Lender's affiliates or to one or more banks, financial
     institutions or pension funds, or with the prior approval of the Borrower,
     which shall not be unreasonably withheld or delayed, any other entity
     ("Purchasers") all or any portion of its rights and obligations under the
     Loan Documents provided that any assignment of only a portion of such
     rights and obligations shall be in an amount not less than $5,000,000. In
     addition, KeyBank National Association agrees that it will not assign any
     portion of its Commitment or Commitments of its affiliates, if such
     assignment will result in the amount of the Commitment to be held by
     KeyBank National Association and its affiliates to be less than the next
     highest Commitment amount held by any other Lender provided that no Default
     has occurred and is continuing. Notwithstanding the foregoing, no approval
     of the Borrower shall be required for any such assignment if a Default has
     occurred and is then continuing. Such assignment shall be substantially in
     the form of Exhibit D hereto or in such other form as may be agreed to by
     the parties thereto. The consent of the Administrative Agent shall be


                                      -45-


     required prior to an assignment becoming effective with respect to a
     Purchaser which is not a Lender or an Affiliate thereof. Such consent shall
     not be unreasonably withheld.

          12.3.2 Effect; Effective Date. Upon (i) delivery to the Administrative
     Agent and Borrower of a notice of assignment, substantially in the form
     attached as Exhibit "I" to Exhibit D hereto (a "Notice of Assignment"),
     together with any consents required by Section 12.3.1, and (ii) payment of
     a $3,500 fee by the assignor or assignee to the Administrative Agent for
     processing such assignment, such assignment shall become effective on the
     effective date specified in such Notice of Assignment. The Notice of
     Assignment shall contain a representation by the Purchaser to the effect
     that none of the consideration used to make the purchase of the Commitment
     and Loans under the applicable assignment agreement are "plan assets" as
     defined under ERISA and that the rights and interests of the Purchaser in
     and under the Loan Documents will not be "plan assets" under ERISA. On and
     after the effective date of such assignment, such Purchaser shall for all
     purposes be a Lender party to this Agreement and any other Loan Document
     executed by the Lenders and shall have all the rights and obligations of a
     Lender under the Loan Documents, to the same extent as if it were an
     original party hereto, and no further consent or action by the Borrower,
     the Lenders or the Administrative Agent shall be required to release the
     transferor Lender, and the transferor Lender shall automatically be
     released on the effective date of such assignment, with respect to the
     percentage of the Aggregate Commitment and Loans assigned to such
     Purchaser. Upon the consummation of any assignment to a Purchaser pursuant
     to this Section 12.3.2, the transferor Lender, the Administrative Agent and
     the Borrower shall make appropriate arrangements so that replacement Notes
     are issued to such transferor Lender and new Notes or, as appropriate,
     replacement Notes, are issued to such Purchaser, in each case in principal
     amounts reflecting their Commitment, as adjusted pursuant to such
     assignment.

     12.4 Dissemination of Information. The Borrower authorizes each Lender to
disclose to any Participant or Purchaser or any other Person acquiring an
interest in the Loan Documents by operation of law (each a "Transferee") and any
prospective Transferee any and all information in such Lender's possession
concerning the creditworthiness of the Borrower and its Subsidiaries, subject to
Section 9.11 of this Agreement.

     12.5 Tax Treatment. If any interest in any Loan Document is transferred to
any Transferee which is organized under the laws of any jurisdiction other than
the United States or any State thereof, the transferor Lender shall cause such
Transferee, concurrently with the effectiveness of such transfer, to comply with
the provisions of Section 3.5.

                                  ARTICLE XIII

                                     NOTICES
                                     -------

     13.1 Giving Notice. All notices and other communications provided to any
party hereto under this Agreement or any other Loan Document shall be in writing
or by telex or by facsimile and addressed or delivered to such party at its
address set forth below its signature hereto or at such other address (or to
counsel for such party) as may be designated by such party in a notice to the
other parties. Any notice, if mailed and properly addressed with postage
prepaid, shall be deemed given when received; any notice, if transmitted by
telex or facsimile, shall be deemed given when transmitted (answerback confirmed
in the case of telexes).


                                      -46-


     13.2 Change of Address. The Borrower, the Administrative Agent and any
Lender may each change the address for service of notice upon it by a notice in
writing to the other parties hereto.

                                   ARTICLE XIV

                                  COUNTERPARTS
                                  ------------

     This Agreement may be executed in any number of counterparts, all of which
taken together shall constitute one agreement, and any of the parties hereto may
execute this Agreement by signing any such counterpart. This Agreement shall be
effective when it has been executed by the Borrower, the Administrative Agent
and the Lenders and each party has notified the Administrative Agent by telex or
telephone, that it has taken such action.


                  (Remainder of page intentionally left blank.



                                      -47-


     IN WITNESS WHEREOF, the Borrower, the Lenders and the Administrative Agent
have executed this Agreement as of the date first above written.

                         GM OLATHE, LLC,
                         a Delaware limited liability company

                         By: GM MEZZ, LLC,
                             a Delaware limited liability company,
                             its sole member

                             By: GREAT PLAINS METROMALL, LLC,
                                 a Delaware limited liability company,
                                 its sole member

                                 By: GLIMCHER PROPERTIES LIMITED
                                     PARTNERSHIP, a Delaware limited liability
                                     company, its sole member

                                     By:  GLIMCHER PROPERTIES CORPORATION,
                                          a Delaware corporation,
                                          its sole general partner


                                          By: /s/ George A. Schmidt
                                              -------------------------
                                          Print Name: George A. Schmidt
                                          Title: Executive Vice President

                         150 East Gay Street
                         Columbus, Ohio 43215
                         Phone:  614-621-9000
                         Facsimile: 614-621-8863
                         Attention: George A. Schmidt

                         GLIMCHER PROPERTIES LIMITED PARTNERSHIP, a
                         Delaware limited partnership

                         By: Glimcher Properties Corporation, a Delaware
                             corporation, its sole general partner


                             By: /s/ George A. Schmidt
                                 -------------------------
                             Print Name: George A. Schmidt
                             Title: Executive Vice President

                         150 East Gay Street
                         Columbus, Ohio 43215
                         Phone:  614-621-9000
                         Facsimile: 614-621-8863
                         Attention: George A. Schmidt


                                      -48-


                         COMMITMENTS:

$30,000,000              KEYBANK NATIONAL ASSOCIATION,
                         a national banking association,
                         Individually and as Administrative Agent


                         By: /s/ Kevin P. Murray
                             -----------------------
                         Print Name: Kevin P. Murray
                         Title: Vice President

                         KeyBank National Association
                         127 Public Square
                         Cleveland, Ohio 44114
                         Attention: Real Estate Capital
                         Phone:  216-689-4660
                         Facsimile:  216-689-4997




                                      -49-


                                    EXHIBIT A
                                    ---------

                                  FORM OF NOTE
                                  ------------


                                                                January __, 2006


     Glimcher Properties Limited Partnership, a limited partnership organized
under the laws of the State of Delaware ("GPLP") and GM Olathe, LLC, a limited
liability company organized under the laws of the State of Delaware ("Owner",
and collectively with GPLP, the "Borrower"), hereby jointly and severally
promise to pay to the order of KeyBank National Association (the "Lender") the
aggregate unpaid principal amount of all Loans made by the Lender to the
Borrower pursuant to Article II of the Term Loan Agreement (as the same may be
amended or modified, the "Agreement") hereinafter referred to, in immediately
available funds at the main office of KeyBank National Association in Cleveland,
Ohio, as Administrative Agent, together with interest on the unpaid principal
amount hereof at the rates and on the dates set forth in the Agreement. The
Borrower shall pay remaining unpaid principal of and accrued and unpaid interest
on the Loans in full on the Facility Termination Date or such earlier date as
may be required under the Agreement.

     This Note amends and restates in its entirety that certain Amended and
Restated Promissory Note dated as of June 9, 2004 made by Owner for the benefit
of Morgan Stanley Mortgage Capital, Inc. in the principal amount of $30,000,000.

     The Lender shall, and is hereby authorized to, record on the schedule
attached hereto, or to otherwise record in accordance with its usual practice,
the date and amount of each Loan and the date and amount of each principal
payment hereunder.

     This Note is one of the Notes issued pursuant to, and is entitled to the
benefits of, the Term Loan Agreement, dated as of January __, 2006 among the
Borrower, KeyBank National Association individually and as Administrative Agent,
and the other Lenders named therein, to which Agreement, as it may be amended
from time to time, reference is hereby made for a statement of the terms and
conditions governing this Note, including the terms and conditions under which
this Note may be prepaid or its maturity date accelerated. Capitalized terms
used herein and not otherwise defined herein are used with the meanings
attributed to them in the Agreement.

     If there is a Default under the Agreement or any other Loan Document and
Administrative Agent exercises the remedies provided under the Agreement and/or
any of the Loan Documents for the Lenders, then in addition to all amounts
recoverable by the Administrative Agent and the Lenders under such documents,
the Administrative Agent and the Lenders shall be entitled to receive reasonable
attorneys fees and expenses incurred by the Administrative Agent and the Lenders
in connection with the exercise of such remedies.

     Borrower and all endorsers severally waive presentment, protest and demand,
notice of protest, demand and of dishonor and nonpayment of this Note, and any
and all lack of diligence or delays in collection or enforcement of this Note,
and expressly agree that this Note, or any payment hereunder, may be extended
from time to time, and expressly consent to the release of any party liable for
the obligation secured by this Note, the release of any of the security for this


                                      A-1


Note, the acceptance of any other security therefor, or any other indulgence or
forbearance whatsoever, all without notice to any party and without affecting
the liability of the Borrower and any endorsers hereof.

     This Note shall be governed and construed under the internal laws of the
State of Ohio.

     BORROWER AND LENDER, BY ITS ACCEPTANCE HEREOF, EACH HEREBY WAIVE ANY RIGHT
TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHT
UNDER THIS NOTE OR ANY OTHER LOAN DOCUMENT OR RELATING THERETO OR ARISING FROM
THE LENDING RELATIONSHIP WHICH IS THE SUBJECT OF THIS NOTE AND AGREE THAT ANY
SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A JUDGE AND NOT BEFORE A JURY.

                         GM OLATHE, LLC,
                         a Delaware limited liability company

                         By: GM MEZZ, LLC,
                             a Delaware limited liability company,
                             its sole member

                             By: GREAT PLAINS METROMALL, LLC,
                                 a Delaware limited liability company,
                                 its sole member

                                 By: GLIMCHER PROPERTIES LIMITED
                                     PARTNERSHIP, a Delaware limited liability
                                     company, its sole member

                                     By:  GLIMCHER PROPERTIES CORPORATION,
                                          a Delaware corporation,
                                          its sole general partner


                                          By:
                                              -------------------------
                                          Print Name: George A. Schmidt
                                          Title: Executive Vice President

                         150 East Gay Street
                         Columbus, Ohio 43215
                         Phone:  614-621-9000
                         Facsimile: 614-621-8863
                         Attention: George A. Schmidt


                                      A-2


                         GLIMCHER PROPERTIES LIMITED PARTNERSHIP, a
                         Delaware limited partnership

                         By: Glimcher Properties Corporation, a Delaware
                             corporation, its sole general partner


                             By:
                                 -------------------------
                             Print Name: George A. Schmidt
                             Title: Executive Vice President




                                      A-3


                   SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL
                                       TO
                NOTE OF GLIMCHER PROPERTIES LIMITED PARTNERSHIP,
                               AND GM OLATHE, LLC
                             DATED JANUARY __, 2006


                                                      Maturity
               Principal          Maturity            Principal
               Amount of          of Interest         Amount            Unpaid
Date           Loan               Period              Paid              Balance
- ----           ---------          -----------         ---------         -------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



                                      A-4


                                    EXHIBIT B
                                    ---------

                             COMPLIANCE CERTIFICATE
                             ----------------------


KeyBank National Association, as Administrative Agent
127 Public Square
Cleveland, Ohio  44114

     Re:  Term Loan Agreement dated as of January __, 2006 (as amended,
          modified, supplemented, restated, or renewed, from time to time, the
          "Agreement") between GLIMCHER PROPERTIES LIMITED PARTNERSHIP and GM
          OLATHE, LLC (collectively, the "Borrower"), and KEYBANK NATIONAL
          ASSOCIATION, as Administrative Agent for itself and the other lenders
          parties thereto from time to time ("Lenders").

     Reference is made to the Agreement. Capitalized terms used in this
Certificate (including schedules and other attachments hereto, this
"Certificate") without definition have the meanings specified in the Agreement.

     Pursuant to applicable provisions of the Agreement, Borrower hereby
certifies to the Lenders that the information furnished in the attached
schedules, including, without limitation, each of the calculations listed below
are true, correct and complete in all material respects as of the last day of
the fiscal periods subject to the financial statements and associated covenants
being delivered to the Lenders pursuant to the Agreement together with this
Certificate (such statements the "Financial Statements" and the periods covered
thereby the "reporting period") and for such reporting periods.

     The Borrower hereby further certifies to the Lenders that:

     1. Compliance with Financial Covenants. Schedule A attached hereto sets
forth financial data and computations evidencing the Borrower's compliance with
certain covenants of the Agreement, all of which data and computations are true,
complete and correct.

     2. Review of Condition. The Borrower has reviewed the terms of the
Agreement, including, but not limited to, the representations and warranties of
the Borrower set forth in the Agreement and the covenants of the Borrower set
forth in the Agreement, and has made, or caused to be made under his or her
supervision, a review in reasonable detail of the transactions and condition of
the Borrower through the reporting periods.

     3. Representations and Warranties. To the Borrower's actual knowledge, the
representations and warranties of the Borrower contained in the Loan Documents,
including those contained in the Agreement, are true and accurate in all
material respects as of the date hereof and were true and accurate in all
material respects at all times during the reporting period except as expressly
noted on Schedule B hereto.

     4. Covenants. To the Borrower's actual knowledge, during the reporting
period, the Borrower observed and performed all of the respective covenants and


                                      B-1


other agreements under the Agreement and the Loan Documents, and satisfied each
of the conditions contained therein to be observed, performed or satisfied by
the Borrower, except as expressly noted on Schedule B hereto.

     5. No Default. To the Borrower's actual knowledge, no Default exists as of
the date hereof or existed at any time during the reporting period, except as
expressly noted on Schedule B hereto.

     IN WITNESS WHEREOF, this Certificate is executed by the undersigned this
___ day of 2006.

                         GM OLATHE, LLC,
                         a Delaware limited liability company

                         By: GM MEZZ, LLC,
                             a Delaware limited liability company,
                             its sole member

                             By: GREAT PLAINS METROMALL, LLC,
                                 a Delaware limited liability company,
                                 its sole member

                                 By: GLIMCHER PROPERTIES LIMITED
                                     PARTNERSHIP, a Delaware limited liability
                                     company, its sole member

                                     By:  GLIMCHER PROPERTIES CORPORATION,
                                          a Delaware corporation,
                                          its sole general partner


                                          By:
                                              -------------------------
                                          Print Name: George A. Schmidt
                                          Title: Executive Vice President

                         150 East Gay Street
                         Columbus, Ohio 43215
                         Phone:  614-621-9000
                         Facsimile: 614-621-8863
                         Attention: George A. Schmidt


                         GLIMCHER PROPERTIES LIMITED PARTNERSHIP, a
                         Delaware limited partnership

                         By: Glimcher Properties Corporation, a Delaware
                             corporation, its sole general partner


                             By:
                                 -------------------------
                             Print Name: George A. Schmidt
                             Title: Executive Vice President


                                      B-2


                                    EXHIBIT C
                                    ---------

                              ASSIGNMENT AGREEMENT
                              --------------------


     This Assignment Agreement (this "Assignment Agreement") between KEYBANK
NATIONAL ASSOCIATION (the "Assignor") and _________________________ (the
"Assignee") is dated as of _____________, 200_. The parties hereto agree as
follows:

     1. PRELIMINARY STATEMENT. The Assignor is a party to a Term Loan Agreement
(which, as it may be amended, modified, renewed or extended from time to time is
herein called the "Credit Agreement") described in Item 1 of Schedule 1 attached
hereto ("Schedule 1"). Capitalized terms used herein and not otherwise defined
herein shall have the meanings attributed to them in the Credit Agreement.

     2. ASSIGNMENT AND ASSUMPTION. The Assignor hereby sells and assigns to the
Assignee, and the Assignee hereby purchases and assumes from the Assignor, an
interest in and to the Assignor's rights and obligations under the Credit
Agreement such that after giving effect to such assignment the Assignee shall
have purchased pursuant to this Assignment Agreement the percentage interest
specified in Item 3 of Schedule 1 of all outstanding rights and obligations
under the Credit Agreement and the other Loan Documents. The Commitment
purchased by the Assignee hereunder is set forth in Item 4 of Schedule 1.

     3. EFFECTIVE DATE. The effective date of this Assignment Agreement (the
"Effective Date") shall be the later of the date specified in Item 5 of Schedule
1 or two (2) Business Days (or such shorter period agreed to by the Agent) after
a Notice of Assignment substantially in the form of Exhibit "I" attached hereto
has been delivered to the Agent. Such Notice of Assignment must include the
consent of the Agent required by Section 12.3.1 of the Credit Agreement. In no
event will the Effective Date occur if the payments required to be made by the
Assignee to the Assignor on the Effective Date under Section 4 hereof are not
made on the proposed Effective Date. The Assignor will notify the Assignee of
the proposed Effective Date no later than the Business Day prior to the proposed
Effective Date. As of the Effective Date, (i) the Assignee shall have the rights
and obligations of a Lender under the Loan Documents with respect to the rights
and obligations assigned to the Assignee hereunder and (ii) the Assignor shall
relinquish its rights and be released from its corresponding obligations under
the Loan Documents with respect to the rights and obligations assigned to the
Assignee hereunder.

     4. PAYMENTS OBLIGATIONS. On and after the Effective Date, the Assignee
shall be entitled to receive from the Agent all payments of principal, interest
and fees with respect to the interest assigned hereby. The Assignee shall
advance funds directly to the Agent with respect to all Loans and reimbursement
payments made on or after the Effective Date with respect to the interest
assigned hereby. In consideration for the sale and assignment of Loans
hereunder, the Assignee shall pay the Assignor, on the Effective Date, an amount
equal to the principal amount of the portion of all Loans assigned to the
Assignee hereunder which is outstanding on the Effective Date. The Assignee will
promptly remit to the Assignor (i) the portion of any principal payments
assigned hereunder and received from the Agent and (ii) any amounts of interest
on Loans and fees received from the Agent to the extent either (i) or (ii)
relate to the portion of the Loans assigned to the Assignee hereunder for
periods prior to the Effective Date and have not been previously paid by the
Assignee to the Assignor. In the event that either party hereto receives any
payment to which the other party hereto is entitled under this Assignment
Agreement, then the party receiving such amount shall promptly remit it to the
other party hereto.



     5. REPRESENTATIONS OF THE ASSIGNOR; LIMITATIONS ON THE ASSIGNOR'S
LIABILITY. The Assignor represents and warrants: (a) that it is the legal and
beneficial owner of the interest being assigned by it hereunder, (b) that such
interest is free and clear of any adverse claim created by the Assignor, (c)
that it has all necessary right and authority to enter into this Assignment, (d)
that the Credit Agreement has not been modified or amended, (e) that the
Assignor is not in default under the Credit Agreement, and (f) that, to the best
of Assignor's knowledge, the Borrower is not in default under the Credit
Agreement. It is understood and agreed that the assignment and assumption
hereunder are made without recourse to the Assignor and that the Assignor makes
no other representation or warranty of any kind to the Assignee. Neither the
Assignor nor any of its officers, directors, employees, agents or attorneys
shall be responsible for (i) the due execution, legality, validity,
enforceability, genuineness, sufficiency or collectability of any Loan Document,
including without limitation, documents granting the Assignor and the other
Lenders a security interest in assets of the Borrower or any guarantor, (ii) any
representation, warranty or statement made in or in connection with any of the
Loan Documents, (iii) the financial condition or creditworthiness of the
Borrower or any guarantor, (iv) the performance of or compliance with any of the
terms or provisions of any of the Loan Documents, (v) inspecting any of the
Property, books or records of the Borrower, (vi) the validity, enforceability,
perfection, priority, condition, value or sufficiency of any collateral securing
or purporting to secure the Loans or (vii) any mistake, error of judgment, or
action taken or omitted to be taken in connection with the Loans or the Loan
Documents.

     6. REPRESENTATIONS OF THE ASSIGNEE. The Assignee (i) confirms that it has
received a copy of the Credit Agreement, together with copies of the financial
statements requested by the Assignee and such other documents and information as
it has deemed appropriate to make its own credit analysis and decision to enter
into this Assignment Agreement, (ii) agrees that it will, independently and
without reliance upon the Agent, the Assignor 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 in taking or not taking action under
the Loan Documents, (iii) appoints and authorizes the Agent to take such action
as agent on its behalf and to exercise such powers under the Loan Documents as
are delegated to the Agent by the terms thereof, together with such powers as
are reasonably incidental thereto, (iv) agrees that it will perform in
accordance with their terms all of the obligations which by the terms of the
Loan Documents are required to be performed by it as a Lender, (v) agrees that
its payment instructions and notice instructions are as set forth in the
attachment to Schedule 1, and (vi) confirms that none of the funds, monies,
assets or other consideration being used to make the purchase and assumption
hereunder are "plan assets" as defined under ERISA and that its rights, benefits
and interests in and under the Loan Documents will not be "plan assets" under
ERISA.

     7. INDEMNITY. The Assignee agrees to indemnify and hold the Assignor
harmless against any and all losses, costs and expenses (including, without
limitation, reasonable attorneys' fees) and liabilities incurred by the Assignor
in connection with or arising in any manner from the Assignee's non-performance
of the obligations assumed by Assignee under this Assignment Agreement on and
after the Effective Date. The Assignor agrees to indemnify and hold the Assignee
harmless against any and all losses, costs and expenses (including, without
limitation, reasonable attorneys' fees) and liabilities incurred by the Assignee
in connection with or arising in any manner from the Assignor's non-performance
of the obligations assigned to Assignee under this Assignment Agreement prior to
the Effective Date.


                                      C-2


     8. SUBSEQUENT ASSIGNMENTS. After the Effective Date, the Assignee shall
have the right pursuant to Section 12.3.1 of the Credit Agreement to assign the
rights which are assigned to the Assignee hereunder to any entity or person,
provided that (i) any such subsequent assignment does not violate any of the
terms and conditions of the Loan Documents or any law, rule, regulation, order,
writ, judgment, injunction or decree and that any consent required under the
terms of the Loan Documents has been obtained and (ii) unless the prior written
consent of the Assignor is obtained, the Assignee is not thereby released from
its obligations to the Assignor hereunder, if any remain unsatisfied, including,
without limitation, its obligations under Sections 4 and 7 hereof.

     9. REDUCTIONS OF AGGREGATE COMMITMENT. If any reduction in the Aggregate
Commitment occurs between the date of this Assignment Agreement and the
Effective Date, the percentage interest specified in Item 3 of Schedule 1 shall
remain the same, but the dollar amount purchased shall be recalculated based on
the reduced Aggregate Commitment.

     10. ENTIRE AGREEMENT. This Assignment Agreement and the attached Notice of
Assignment embody the entire agreement and understanding between the parties
hereto and supersede all prior agreements and understandings between the parties
hereto relating to the subject matter hereof.

     11. GOVERNING LAW. This Assignment Agreement shall be governed by the
internal law, and not the law of conflicts, of the State of Ohio.

     12. NOTICES. Notices shall be given under this Assignment Agreement in the
manner set forth in the Credit Agreement. For the purpose hereof, the addresses
of the parties hereto (until notice of a change is delivered) shall be the
address set forth in the attachment to Schedule 1.



                         [NO FURTHER TEXT ON THIS PAGE]


                                      C-3


     IN WITNESS WHEREOF, the parties hereto have executed this Assignment
Agreement by their duly authorized officers as of the date first above written.


                                    ASSIGNOR:

                                    KEYBANK NATIONAL ASSOCIATION


                                    By:  _____________________________________
                                    Name: ____________________________________
                                    Title:

                                    ASSIGNEE:

                                    [_________________________________]


                                    By:  _____________________________________
                                    Name: ____________________________________
                                    Title: ___________________________________



                                      C-4


                Attachment to SCHEDULE 1 to ASSIGNMENT AGREEMENT

         Attach Assignor's Administrative Information Sheet, which must
            include notice address for the Assignor and the Assignee

                           [to be provided by KeyBank]




                                   SCHEDULE 1
                             to Assignment Agreement


1.     Description and Date of Agreement: Term Loan Agreement dated as of
       January __, 2006 among Glimcher Properties Limited Partnership and GM
       Olathe, LLC, as "Borrower" and KeyBank National Association as
       "Administrative Agent" and the Several Lenders From Time to Time Parties
       Hereto, as Lenders.


2.     Date of Assignment Agreement:_____________, 200_


3.     Amounts (As of Date of Item 2 above):

       a.     Aggregate Commitment
              under Credit Agreement                        $30,000,000

       b.     Assignee's Percentage
              of the Aggregate Commitment
              purchased under this
              Assignment Agreement**                        _____________%

4.     Amount of Assignee's
       Commitment Purchased under this
       Assignment Agreement:                                $____________

5.     Proposed Effective Date:                             ___________________


Accepted and Agreed:

KEYBANK NATIONAL ASSOCIATION            _______________________________________

By:________________________________     By:____________________________________
Title:_____________________________     Title:_________________________________


** Percentage taken to 10 decimal places.



                                   EXHIBIT "I"
                             to Assignment Agreement

                              NOTICE OF ASSIGNMENT


                                                            ______________, 200_


To:     KeyBank National Association
        127 Public Square
        Cleveland, Ohio 44114
        Attention:  Real Estate Capital

BORROWER:

        Glimcher Properties Limited Partnership
        GM Olathe, LLC
        150 East Gay Street
        Columbus, Ohio 43215
        Attention:  George A. Schmidt


From:   KEYBANK NATIONAL ASSOCIATION (the "Assignor")

        [NAME OF ASSIGNEE] (the "Assignee")


     1. We refer to that Term Loan Agreement (the "Credit Agreement") described
in Item 1 of Schedule 1 attached hereto ("Schedule 1"). Capitalized terms used
herein and not otherwise defined herein shall have the meanings attributed to
them in the Credit Agreement.

     2. This Notice of Assignment (this "Notice") is given and delivered to the
Agent pursuant to Section 12.3.2 of the Credit Agreement.

     3. The Assignor and the Assignee have entered into an Assignment Agreement,
dated as of ______________, 200_ (the "Assignment"), pursuant to which, among
other things, the Assignor has sold, assigned, delegated and transferred to the
Assignee, and the Assignee has purchased, accepted and assumed from the Assignor
the percentage interest specified in Item 3 of Schedule 1 of all outstanding
rights and obligations under the Credit Agreement. The Effective Date of the
Assignment shall be the later of the date specified in Item 5 of Schedule 1 or
two (2) Business Days (or such shorter period as agreed to by the Agent) after
this Notice of Assignment and any fee required by Section 12.3.2 of the Credit
Agreement have been delivered to the Agent, provided that the Effective Date
shall not occur if any condition precedent agreed to by the Assignor and the
Assignee has not been satisfied.



     4. The Assignor and the Assignee hereby give to the Agent notice of the
assignment and delegation referred to herein. The Assignor will confer with the
Agent before the date specified in Item 5 of Schedule 1 to determine if the
Assignment Agreement will become effective on such date pursuant to Section 3
hereof, and will confer with the Agent to determine the Effective Date pursuant
to Section 3 hereof if it occurs thereafter. The Assignor shall notify the Agent
if the Assignment Agreement does not become effective on any proposed Effective
Date as a result of the failure to satisfy the conditions precedent agreed to by
the Assignor and the Assignee. At the request of the Agent, the Assignor will
give the Agent written confirmation of the satisfaction of the conditions
precedent.

     5. If Notes are outstanding on the Effective Date, the Assignor and the
Assignee request and direct that the Agent prepare and cause the Borrower to
execute and deliver new Notes or, as appropriate, replacements notes, to the
Assignor and the Assignee. The Assignor and, if applicable, the Assignee each
agree to deliver to the Agent the original Note received by it from the Borrower
upon its receipt of a new Note in the appropriate amount.

     6. The Assignee advises the Agent that notice and payment instructions are
set forth in the attachment to Schedule 1.

     7. The Assignee hereby represents and warrants that none of the funds,
monies, assets or other consideration being used to make the purchase pursuant
to the Assignment are "plan assets" as defined under ERISA and that its rights,
benefits, and interests in and under the Loan Documents will not be "plan
assets" under ERISA.

     8. The Assignee authorizes the Agent to act as its agent under the Loan
Documents in accordance with the terms thereof. The Assignee acknowledges that
the Agent has no duty to supply information with respect to the Borrower or the
Loan Documents to the Assignee until the Assignee becomes a party to the Credit
Agreement.*

*May be eliminated if Assignee is a party to the Credit Agreement prior to the
Effective Date.

KEYBANK NATIONAL ASSOCIATION                                  NAME OF ASSIGNEE

By:________________________________     By:____________________________________

Title:_____________________________     Title:_________________________________





ACKNOWLEDGED AND, IF REQUIRED BY THE CREDIT AGREEMENT, CONSENTED TO BY KEYBANK
NATIONAL ASSOCIATION, as Agent


By:________________________________
Title:_____________________________



                 [Attach photocopy of Schedule 1 to Assignment]



                                    EXHIBIT D
                                    ---------

                          SITE PLAN OF EXPANSION PARCEL
                          -----------------------------





                                       D-1


                                    EXHIBIT E
                                    ---------

            ENVIRONMENTAL INVESTIGATION SPECIFICATIONS AND PROCEDURES
            ---------------------------------------------------------


     Phase I Environmental Site Assessments to be prepared in accordance with
the ASTM Standard Practice for Environmental Site Assessments: Phase I
Environmental Site Assessment Process (ASTM Designation E1527-94), a summary of
which follows:

     This ASTM practice is generally considered the industry standard for
     conducting a Phase I Environmental Site Assessment (ESA). The purpose of
     this standard is to "define good commercial and customary practice in the
     United States of America for conducting an ESA of a parcel of commercial
     real estate with respect to the range of contaminants within the scope of
     the Comprehensive Environmental Response, Compensation and Liability Act
     (CERCLA) and petroleum products." The ASTM Phase I ESA is intended to
     permit a user to satisfy one of the requirements to qualify for the
     innocent landowner defense to CERCLA liability; that is, the practice that
     constitutes "all appropriate inquiry into the previous ownership and uses
     of the property consistent with good commercial or customary practices" as
     defined in 42 USC 9601(35)(B).

     The goal of the ASTM Phase I ESA is to identify "recognized environmental
     conditions." Recognized environmental conditions means the presence or
     likely presence of any hazardous substances or petroleum products on a
     property under conditions that indicate an existing release, a past
     release, or a material threat of a release of any hazardous substances or
     petroleum products into structures on the property or into the ground,
     groundwater, or surface water of the property. The term includes hazardous
     substances or petroleum products even under conditions in compliance with
     laws. The term is not intended to include de minimus conditions that
     generally would not be the subject of an enforcement action if brought to
     the attention of appropriate governmental agencies.

     The ASTM standard indicates that a Phase I ESA should consist of four main
     components: 1) Records Review; 2) Site Reconnaissance; 3) Interviews; and
     4) Report. The purpose of the records review is to obtain and review
     records that will help identify recognized environmental conditions in
     connection with the property. The site reconnaissance involves physical
     observation of the property's exterior and interior, as well as an
     observation of adjoining properties. Interviews with previous and current
     owners and occupants, and local government officials provides insight into
     the presence or absence of recognized environmental conditions in
     connection with the property. The final component of the ESA, the report,
     contains the findings of the ESA and conclusions regarding the presence or
     absence of recognized environmental conditions in connection with the
     property. It includes documentation to support the analysis, opinions, and
     conclusions found in the report.

     While the use of this practice is intended to constitute appropriate
     inquiry for purposes of CERCLA's innocent landowner defense, it is not
     intended that its use be limited to that purpose. The ASTM standard is
     intended to be an approach to conducting an inquiry designed to identify
     recognized environmental conditions in connection with a property, and
     environmental site assessments.


                                       E-1


                                    EXHIBIT F
                                    ---------

                      FORM OF OPINION OF BORROWER'S COUNSEL
                      -------------------------------------

                                 ________, 2006


KeyBank,
as Administrative Agent for the Lenders
127 Public Square, 8th Floor
Cleveland, Ohio

     Re:  $30,000,000 Term Loan to Glimcher Properties Limited Partnership and
          GM Olathe, LLC (collectively, the "Borrower")

Ladies and Gentlemen:

     We have acted as counsel for the Borrower in connection with a $30,000,000
secured term loan , (the "Loan"), which Loan is being made pursuant to that
certain Term Loan Agreement dated as of January __, 2006 (the "Loan Agreement")
between Borrower, KeyBank and the several lenders from time to time parties
thereto (collectively, the "Lenders"), and KeyBank, as Administrative Agent (the
"Agent").

     In connection with the Loan we have been furnished with originals or copies
certified to our satisfaction of the partnership agreements and certificates of
limited partnership, and Articles of Incorporation and Bylaws of the general
partners of the entities comprising the Borrower (as defined in the Loan
Agreement), and all such corporate and other records of the Borrower and the
Parent Entities, with such declarations and agreements, and certificates of
officers and representatives of the Borrower, with such other documents, and we
have made such other examinations and investigations as we have deemed necessary
as a basis for the opinions expressed below.

     We have examined the originals of the following documents, each of which is
addressed to the Lender or to which the Lender is a party (all of which are
sometimes collectively referred to as the "Loan Documents"):

     1.   The Loan Agreement; and

     2.   [describe promissory notes and other Loan Documents].

     Based upon the foregoing, we are of the opinion that:

     1.   The entities comprising the Borrower include a limited liability
          company and a limited partnership, both duly formed, validly existing
          and in good standing under the laws of the State of Delaware. Borrower
          has all requisite power and authority to own its properties, carry on
          its business and to deliver and perform its obligations under the Loan
          Documents.

     2.   Each of the general partners of Borrower is a corporation or trust
          duly organized, validly existing and in good standing under the laws
          of the State of Delaware. Each of the general partners of Borrower has
          all requisite power and authority to own its properties, carry on its
          business and to deliver and perform its obligations under the Loan
          Documents.


                                       F-1


     3.   The execution, delivery, and performance by each of the entities
          comprising the Borrower of the Loan Documents to which it is a party
          has been duly authorized by all necessary action of the Borrower and
          does not (i) require any consent or approval of any partner or
          shareholder of such entity or any other person or entity excepting
          such consents or approvals as have actually been obtained; (ii)
          violate any provision of any law, rule, or regulation of the United
          States or the State of Ohio, or any provision of the partnership or
          corporate law presently in effect having applicability to the Borrower
          or its general partners, as applicable; (iii) violate any provision of
          the partnership agreements of the Borrower or the articles of
          incorporation or bylaws of its general partners; (iv) violate any
          presently existing statutory or administrative provision or judicial
          decision applicable to the Borrower or its general partners; or (v)
          result in a breach of, or constitute a default under, any agreement or
          instrument affecting the Borrowers or its general partners.

     4.   Each Loan Document to which it is a party (a) has been properly
          authorized, executed and delivered by each of the entities comprising
          the Borrower, (b) constitutes the legal, valid, and binding
          obligations of the Borrower, and (c) is enforceable in accordance with
          its terms, except that we express no opinion regarding the
          enforceability of the Mortgage under Kansas law.

     5.   To our knowledge, no presently existing authorization, exemption,
          consent, approval, license, or registration with any court or
          governmental department, commission, bureau, agency, or
          instrumentality will be necessary for the valid, binding, and
          enforceable execution, delivery and performance by the Borrower of the
          Loan Documents.

     6.   To our knowledge, there are no actions, suits, or proceedings pending
          or threatened against the Borrower before any court or governmental
          entity or instrumentality which could reasonably be expected to have a
          Material Adverse Effect (as defined in the Loan Agreement).

     7.   The Loan Documents (other than the Mortgage) are governed by the laws
          of the State of Ohio, and the Loan, including the interest rate
          reserved in the applicable Note and all fees and charges paid or to be
          paid by or on behalf of Borrower in connection with such Loan pursuant
          to the applicable Loan Documents, is not in violation of the usury
          laws of the State of Ohio.

     The opinions expressed herein are expressly made subject to and qualified
by the following:

     (a) We have assumed that the Loan Documents are duly authorized and validly
executed and delivered by the Agent, the Lenders and all other parties other
than the Borrower.

     (b) This opinion is based upon existing laws, ordinances and regulations in
effect as of the date hereof.

     (c) This opinion is limited to the laws of the State of Ohio and applicable
federal law and no opinion is expressed as to the laws of any other
jurisdiction.


                                       F-2


     (d) We have assumed the authenticity of all documents submitted to us as
originals (other than the Loan Documents) and the conformity to original
documents of all documents (other than the Loan Documents) submitted to us as
certified or photostatic copies.

     (e) The opinions expressed herein are qualified to the extent that: (i) the
enforceability of any rights or remedies in any agreement or instruments may be
limited by applicable bankruptcy, insolvency, reorganization or similar laws
affecting the rights of creditors generally; and (ii) the availability of
specific performance, injunctive relief or any other equitable remedy is subject
to the discretion of a court of competent jurisdiction.

     This opinion may be relied upon by only by the addressees hereof, its
attorneys, auditors, advisors, participants, and their respective successors and
assigns, and not by any other party.



                                         Very truly yours,




                                       F-3


                                    EXHIBIT G
                                    ---------

                                BORROWING NOTICE
                                ----------------
Date


KeyBank National Association
Real Estate Capital
Attention: [__________________]
127 Public Square, OH-01-27-0839
Cleveland, OH  44114

                                Borrowing Notice

Glimcher Properties Limited Partnership and GM Olathe, LLC (collectively,
"Borrower") hereby requests an Advance pursuant to Section 2.7 of the Term Loan
Agreement, dated as of January __, 2006 (as amended or modified from time to
time, the "Loan Agreement"), among the Borrower, the Lenders referenced therein,
and you, as an administrative agent for the Lenders.

An Advance is requested to be made in the amount of $___________, to be made on
______, 200_. Such Advance shall be a [LIBOR] [Floating Rate] Advance. [The
applicable LIBOR Interest Period shall be _____________.]

The proceeds of the requested loan shall be directed to the following account:

                        Wiring Instructions:
                        (Bank Name)
                        (ABA No.)
                        (Beneficiary)
                        (Account No. to Credit)
                        (Notification Requirement)

In support of this request, the Borrower hereby represents and warrants to the
Administrative Agent and the Lenders that acceptance of the proceeds of such
Advance by the Borrower shall be deemed to further represent and warrant that
all requirements of Section 4.1 of the Loan Agreement in connection with such
Advance have been satisfied at the time such proceeds are disbursed.

                        Date:_________________________________


                                       G-1



                         GM OLATHE, LLC,
                         a Delaware limited liability company

                         By: GM MEZZ, LLC,
                             a Delaware limited liability company,
                             its sole member

                             By: GREAT PLAINS METROMALL, LLC,
                                 a Delaware limited liability company,
                                 its sole member

                                 By: GLIMCHER PROPERTIES LIMITED
                                     PARTNERSHIP, a Delaware limited liability
                                     company, its sole member

                                     By:  GLIMCHER PROPERTIES CORPORATION,
                                          a Delaware corporation,
                                          its sole general partner


                                          By:
                                              -------------------------
                                          Print Name: George A. Schmidt
                                          Title: Executive Vice President



                         GLIMCHER PROPERTIES LIMITED PARTNERSHIP, a
                         Delaware limited partnership

                         By: Glimcher Properties Corporation, a Delaware
                             corporation, its sole general partner


                             By:
                                 -------------------------
                             Print Name: George A. Schmidt
                             Title: Executive Vice President


                                       G-2


                                    EXHIBIT H
                                    ---------


                      FORM OF AMENDED AND RESTATED MORTGAGE
                      -------------------------------------










                                       H-1


                                    EXHIBIT I
                                    ---------

                           ENVIRONMENTAL AND HAZARDOUS
                         SUBSTANCES INDEMNITY AGREEMENT

     This Environmental and Hazardous Substances Indemnity Agreement (this
"Indemnity Agreement") is executed and delivered as of the ______ day of January
__, 2006 by GLIMCHER PROPERTIES LIMITED PARTNERSHIP, a Delaware limited
partnership and GM OLATHE, LLC, a Delaware limited liability company
(collectively, "Borrower" or "Indemnitor") to and for the benefit of KEYBANK
NATIONAL ASSOCIATION, a national banking association, as administrative agent
(the "Administrative Agent"), for itself and the other Lenders named in the Term
Loan Agreement referred to below, and their successors and assigns.

                                    RECITALS:
                                    ---------

     A. On or about the date hereof, Indemnitor, Administrative Agent and the
Lenders identified therein are parties to that certain Term Loan Agreement dated
as of January __, 2006 ("Loan Agreement"), whereby Lender agreed to make a
secured term loan (the "Facility") available to Borrower, in the maximum
aggregate amount specified therein from time to time which amount shall not
exceed Thirty Million and 00/100 Dollars ($30,000,000.00). Capitalized terms
used and not otherwise defined herein shall have the meanings given to them in
the Loan Agreement.

     B. In connection with the Loan, Borrower has executed and may in the future
execute and deliver to Lenders certain promissory notes in favor of Lenders (the
"Notes") in the principal amount of the Facility, payment of which is secured by
the Loan Documents delivered from time to time pursuant to the terms of the Loan
Agreement.

     C. One of the entities comprising Borrower is the owner of a certain parcel
of real estate that will be mortgaged to Administrative Agent in accordance with
the terms of the Loan Agreement (the "Property").

     D. As a condition to making the Facility, the Lenders require the
Indemnitor to indemnify the Lenders upon the occurrence of certain events.

     E. Lenders have relied on the statements and agreements contained herein in
agreeing to extend the Facility to Borrower.

                                   AGREEMENTS:
                                   -----------

     In consideration of the Recitals set forth above and hereby incorporated
herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Indemnitors hereby agree as
follows:

     1. Definitions. Initially capitalized terms used and not otherwise defined
herein shall have the meanings respectively ascribed to them in the Loan
Agreement.


                               Schedule 1 - Pg. 1


     2. Representations and Warranties. Each Indemnitor hereby represents and
warrants to Lenders (i) that, except as specifically disclosed in the documents
listed in Exhibit A, as amended from time to time, attached hereto (the
"Documents"), to the best of its knowledge, (a) the Property has been and is
free from contamination by Materials of Environmental Concern except Materials
of Environmental Concern used in the operation of the Property and held as
inventory for sale by Tenants in customary amounts and in compliance with
Environmental Laws, and (b) no release of any Materials of Environmental Concern
has occurred on, onto or about the Property except Materials of Environmental
Concern used in the operation of the Property and held as inventory for sale by
Tenants in customary amounts and in compliance with Environmental Laws; (ii)
that the Property currently complies, and will comply based on its anticipated
use, with all Environmental Laws; (iii) that, except as disclosed in the
Documents, to Indemnitor's knowledge in connection with the ownership,
operation, and use of the Property, all necessary notices have been filed and
all required permits, licenses and other authorizations have been obtained,
including those relating to the generation, treatment, storage, disposal or use
of Materials of Environmental Concern; (iv) that, except as disclosed in the
Documents, to the best of its knowledge, there is no present, past or threatened
investigation, inquiry or proceeding relating to the environmental condition of,
or to events on or about, the Property; and (v) it has not, nor will it, release
or waive the liability of any previous owner, lessee or operator of the Property
or any party who may be potentially responsible for the presence of or removal
of Materials of Environmental Concern from the Property, nor has it made
promises of indemnification regarding Materials of Environmental Concern on the
Property to any party, except as contained herein and in the Loan Documents.

     Each Indemnitor hereby agrees to indemnify and hold the Administrative
Agent free and harmless from and against all loss, cost, damage and expense,
including reasonable attorneys' fees and costs, which the Administrative Agent
may sustain by reason of the inaccuracy or breach of any of the foregoing
representations and warranties as of the date the foregoing representations and
warranties are made and are deemed remade; provided, however, that nothing
hereunder shall constitute or be deemed to constitute any indemnity of
Administrative Agent for loss, costs, damages, etc. caused by such
Administrative Agent's own gross negligence or willful misconduct.

     3. Covenants. Indemnitors shall

     a. comply, and use best efforts to cause all other persons on or occupying
the Property to comply, with all Environmental Laws;

     b. not install, use, generate, manufacture, store, treat, release or
dispose of, nor permit the installation, use, generation, storage, treatment,
release or disposal of, Materials of Environmental Concern on, under or about
the Property except Materials of Environmental Concern used in the operation of
the Property and held as inventory for sale by Tenants in customary amounts and
in compliance with Environmental Laws;

     c. immediately advise Administrative Agent in writing of:

          (i) any and all Environmental Proceedings;


                                      I-2


          (ii) the presence of any Materials of Environmental Concern on, under
     or about the Property of which Administrative Agent has not previously been
     advised in writing except Materials of Environmental Concern used in the
     operation of the Property and held as inventory for sale by Tenants in
     customary amounts and in compliance with Environmental laws;

          (iii) any remedial action taken by, or on behalf of, any Indemnitor in
     response to any Materials of Environmental Concern on, under or about the
     Property or to any Environmental Proceedings of which Administrative Agent
     has not previously been advised in writing;

          (iv) the discovery by any Indemnitor of the presence of any Materials
     of Environmental Concern on, under or about any real property or bodies of
     water adjoining or in the vicinity of the Property that are likely to have
     Material Adverse Effect; and

          (v) the discovery by any Indemnitor of any occurrence or condition on
     any real property adjoining or in the vicinity of the Property that could
     cause the Property or any part thereof to be subject to any restrictions on
     the ownership, occupancy, transferability or use of the Property under any
     Environmental Laws;

     d. provide Administrative Agent with copies of all reports, analyses,
notices, licenses, approvals, orders, correspondences or other written materials
in its possession or control relating to the environmental condition of the
Property or real property or bodies of water adjoining or in the vicinity of the
Property or environmental proceedings immediately upon receipt, completion or
delivery of such materials;

     e. not install or allow to be installed any tanks on, at or under the
Property;

     f. not create or permit to continue in existence any lien (whether or not
such lien has priority over the lien created by the Mortgage) upon the Property
imposed pursuant to any Laws relating to Materials of Environmental Concern; and

     g. not change or alter the present use of the Property unless Indemnitors
shall have notified Administrative Agent thereof in writing and Administrative
Agent shall have determined, in its sole and absolute discretion, that such
change or modification will not result in the presence of Materials of
Environmental Concern on the Property in question in such a level that would
increase the potential liability for Environmental Proceedings.

     4. Right of Entry and Disclosure of Environmental Reports. Borrower hereby
grants to Administrative Agent its agents, employees, consultants and
contractors, an irrevocable license and authorization to enter upon and inspect
the Property at reasonable times and upon reasonable advance notice, and,
subject to the rights of tenants, conduct such environmental audits and tests,
including, without limitation, subsurface testing, soils and groundwater
testing, and other tests which may physically invade the Property.
Administrative Agent shall consult with Borrower in advance of such tests.
Administrative Agent agrees, however, that it shall not conduct any such audits,
unless an Event of Default exists under the Loan Documents or Administrative
Agent has reason to believe that such audit may disclose the presence or release
of Materials of Environmental Concern other than materials used in the operation
of the Property or held as inventory for sale by Tenants in customary amounts
and in compliance with Environmental Laws, or unless an environmental audit


                                      I-3


deems further testing necessary. Without limiting the generality of the
foregoing, Borrower agrees that Administrative Agent shall have the right to
appoint a receiver to enforce this right to enter and inspect the Property to
the extent such authority is provided under applicable law. All reasonable
out-of-pocket costs and expenses incurred by Administrative Agent in connection
with any inspection, audit or testing conducted in accordance with this Section
4 shall be paid by Borrower. The results of all investigations and reports
prepared by Administrative Agent shall be and at all times remain the property
of Administrative Agent and under no circumstances shall Administrative Agent
have any obligation whatsoever to disclose or otherwise make available to
Indemnitors or any other party such results or any other information obtained by
it in connection with such investigations and reports; provided, however, that
if requested by Borrower, Administrative Agent shall provide to Borrower a copy
of the written report with respect to any inspection, audit or testing for which
Borrower has paid hereunder. If Administrative Agent becomes the owner of the
Property, Administrative Agent may, and Indemnitors hereby expressly authorize
Administrative Agent to make available to any party in connection with a sale of
the Property any and all reports, whether prepared by Administrative Agent or
prepared by Borrower and provided to Administrative Agent (collectively, the
"Environmental Reports") which Administrative Agent may have with respect to the
Property. Borrower consents to Administrative Agent notifying any party under
such circumstances of the availability of any or all of the Environmental
Reports and the information contained therein. Each Indemnitor further agrees
that Administrative Agent may disclose such Environmental Reports to any
governmental agency or authority if they reasonably believe, upon advice of
counsel that they are required to disclose any matter contained therein to such
agency or authority; provided that Administrative Agent shall give Borrower at
least 48 hours prior written notice before so doing. Each Indemnitor
acknowledges that Administrative Agent cannot control or otherwise assure the
truthfulness or accuracy of the Environmental Reports, and that the release of
the Environmental Reports, or any information contained therein, to prospective
bidders at any foreclosure sale of the Property may have a material and adverse
effect upon the amount which a party may bid at such sale. Each Indemnitor
agrees that Administrative Agent shall not have any liability whatsoever as a
result of delivering any or all of the Environmental Reports or any information
contained therein to any third party, and each Indemnitor hereby releases and
forever discharges Administrative Agent from any and all claims, damages, or
causes of action arising out of connected with or incidental to the
Environmental Reports or the delivery thereof.

     5. Indemnitor's Remedial Work. Indemnitors shall promptly perform or cause
to be performed any and all necessary remedial work ("Remedial Work") in
response to any Environmental Proceedings or the presence, storage, use,
disposal, transportation, discharge or release of any Materials of Environmental
Concern on, under or about any of the Property; provided, however, that Borrower
shall perform or cause to be performed such Remedial Work so as to minimize any
impairment to Lenders' security under the Loan Documents.

     All Remedial Work shall be conducted:

     a. in a diligent and timely fashion by licensed contractors acting under
the supervision of a consulting environmental engineer;

     b. pursuant to a detailed written plan for the Remedial Work approved by
any public or private agencies or persons with a legal or contractual right to
such approval;


                                      I-4


     c. with such insurance coverage pertaining to liabilities arising out of
the Remedial Work as is then customarily maintained with respect to such
activities; and

     d. only following receipt of any required permits, licenses or approvals.

     The selection of the Remedial Work contractors and consulting environmental
engineer, the contracts entered into with such parties, any disclosures to or
agreements with any public or private agencies or parties relating to Remedial
Work and the written plan for the Remedial Work (and any changes thereto) shall
each be subject to Administrative Agent's prior written approval, which shall
not be unreasonably conditioned, withheld or delayed. In addition, Indemnitors
shall submit to Administrative Agent, promptly upon receipt or preparation,
copies of any and all reports, studies, analyses, correspondence, governmental
comments or approvals, proposed removal or other Remedial Work contracts and
similar information prepared or received by Indemnitors in connection with any
Remedial Work, or Materials of Environmental Concern relating to the Property.
All costs and expenses of such Remedial Work shall be paid by Indemnitors,
including, without limitation, the charges of the Remedial Work contractors and
the consulting environmental engineer, any taxes or penalties assessed in
connection with the Remedial Work and Administrative Agent's reasonable expenses
and out-of-pocket costs incurred in connection with monitoring or review of such
Remedial Work. Lenders shall have the right but not the obligation to join and
participate in, as a party if it so elects, any legal proceedings or actions
initiated in connection with any Environmental Proceedings.

     6. Indemnity. Indemnitors shall protect, indemnify, defend and hold the
Administrative Agent, the Lenders and any successors to Lenders' interest in the
Property, and any other Person who acquires any portion of the Property at a
foreclosure sale or otherwise through the exercise of Lenders' rights and
remedies under the Loan Documents, and all directors, officers, employees and
agents of all of the aforementioned indemnified parties, harmless from and
against any and all actual or potential claims, liabilities, damages (direct or
indirect), losses, fines, penalties, judgments, awards, costs and expenses
(including, without limitation, reasonable attorneys' fees and costs and
expenses of investigation) (collectively, "Expenses") which arise out of or
relate in any way to any breach of any representation, warranty or covenant
contained herein, or any Environmental Proceedings or any use, handling,
production, transportation, disposal, release or storage of any Materials of
Environmental Concern in, under or on the Property, whether by any Indemnitor or
any other person, including, without limitation:

     a. all foreseeable and all unforeseeable Expenses arising out of:

          (i) Environmental proceedings or the use, generation, storage,
     discharge or disposal of Materials of Environmental Concern by Indemnitors,
     any prior owner or operator of the Property or any person on or about the
     Property, unless caused by the willful misconduct, gross negligence, or bad
     faith of the Lenders or Administrative Agent;

          (ii) any residual contamination affecting any natural resource or the
     environment; or

          (iii) any exercise by the Administrative Agent or any Lender of any of
     their rights and remedies hereunder unless caused by the willful
     misconduct, gross negligence, or bad faith of the Lenders or Administrative
     Agent; and


                                      I-5


     b. the costs of any required or necessary investigation, assessment,
testing, remediation, repair, cleanup, or detoxification of the Property and the
preparation of any closure or other required plans.

     Indemnitors' liability to the aforementioned indemnified parties shall
arise upon the earlier to occur of (1) discovery of any Materials of
Environmental Concern on, under or about the Property, or (2) the institution of
any Environmental Proceedings, and not upon the realization of loss or damage,
and Indemnitors shall pay to Lenders from time to time, immediately upon
request, an amount equal to such Expenses, as reasonably determined by the
Administrative Agent upon submission of an invoice therefore and reasonable
supporting documentation. In addition, in the event any Materials of
Environmental Concern is removed, or caused to be removed from the Property, by
Indemnitors, Lenders or any other person, the number assigned by the U.S.
Environmental Protection Agency to such Environmental Proceedings or any similar
identification shall in no event be in the name the of Administrative Agent or
of the Lenders or identify the Administrative Agent or the Lenders as a
generator, arranger or other such designation. The foregoing indemnity shall not
include Expenses arising solely from Materials of Environmental Concern which
first exist on the Property following the date on which the Lenders take title
to the Property, whether by foreclosure of the Mortgage, deed-in-lieu thereof or
otherwise.

     7. Remedies Upon Default. In addition to any other rights or remedies
Lenders may have under this Indemnity Agreement, at law or in equity, in the
event that Indemnitors shall fail to timely comply with any of the provisions
hereof, or in the event that any representation or warranty made herein proves
to be false or misleading in any material respect, then, in such event, after
(i) delivering written notice to Indemnitors, which notice specifically states
that Indemnitors have failed to comply with the provisions of this Indemnity
Agreement; and (ii) the expiration of the earlier to occur of the thirty (30)
day period after receipt of such notice or the cure period, if any, permitted
under any applicable law, rule, regulation or order with which Indemnitors shall
have failed to comply, Lenders may declare an Event of Default under the Loan
Documents and exercise any and all remedies provided for therein, and/or do or
cause to be done whatever is reasonably necessary to cause the Property to
comply with all Environmental Laws and the cost thereof shall constitute an
Expense hereunder and shall become immediately due and payable without notice
and with interest thereon at the Default Rate until paid. Indemnitors shall give
to Administrative Agent and its agents and employees access to the Property for
the purpose of effecting such compliance and hereby specifically grant to
Administrative Agent a license, effective upon expiration of the applicable
period as described above, if any, subject to the rights of tenants to do
whatever is reasonably necessary to cause the Property to so comply, including,
without limitation, to enter the Property and remove therefrom any Materials of
Environmental Concern or otherwise comply with any Environmental Laws.

     8. Obligations. The obligations set forth herein, including, without
limitation, Indemnitors' obligation to pay Expenses hereunder, are collectively
referred to as, the "Environmental Obligations". Notwithstanding any term or
provision contained herein or in the Loan Documents, the Environmental
Obligations are unconditional. Indemnitors shall be fully and personally liable
for the Environmental Obligations hereunder, and such liability shall not be
limited to the original principal amount of the Loan. The Environmental
Obligations shall survive the repayment of the Loan and any foreclosure,
deed-in-lieu of foreclosure or similar proceedings by or through which Lenders
or any of their affiliates, nominees, successors or assigns or any other person
bidding at a foreclosure sale may obtain title to the Property or any portion
thereof.


                                      I-6


     9. Waiver. No waiver of any provision of this Indemnity Agreement nor
consent to any departure by Indemnitors therefrom shall in any event be
effective unless the same shall be in writing and signed by Administrative Agent
and then such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given. No notice to or demand on
Indemnitors shall in any case entitle Indemnitors to any other or further notice
or demand in similar or other circumstances.

     10. Exercise of Remedies. No failure on the part of Lenders to exercise and
no delay in exercising any right or remedy hereunder, at law or in equity, shall
operate as a waiver thereof. Lenders shall not be estopped to exercise any such
right or remedy at any future time because of any such failure or delay; nor
shall any single or partial exercise of any such right or remedy preclude any
other or further exercise of such right or remedy or the exercise of any other
right or remedy.

     11. Assignment. The Administrative Agent and Lender may assign their
respective interests under this Indemnity Agreement to any successor to its
respective interests in the Property or the Loan Documents however, no further
assignment by any such successor of the Administrative Agent or the Lenders
shall be permitted. This Indemnity Agreement may not be assigned or transferred,
in whole or in part, by Indemnitors and any purported assignment by Indemnitors
of this Indemnity Agreement shall be void ab initio and of no force or effect.

     12. Counterparts. This Indemnity Agreement may be executed in any number of
counterparts and by different parties in separate counterparts, each of which
when so executed and delivered shall be deemed to be an original and all of such
counterparts taken together shall constitute but one and the same instrument.

     13. Governing Law. This Indemnity Agreement shall be governed by, and shall
be construed in accordance with, the laws of the State of Ohio.

     14. Modifications. This Indemnity Agreement may be amended or modified only
by an instrument in writing which by its express terms refers to this Indemnity
Agreement and which is duly executed by Indemnitors and consented to in writing
by Administrative Agent.

     15. Attorneys' Fees. If Administrative Agent commences litigation for the
interpretation, enforcement, termination, cancellation or rescission of this
Indemnity Agreement, or for damages for the breach of this Indemnity Agreement,
Administrative Agent shall be entitled to its reasonable attorneys' fees
(including, but not limited to, in-house counsel fees) and court and other costs
incurred in connection therewith.

     16. Interpretation. This Indemnity Agreement has been negotiated by parties
knowledgeable in the matters contained herein, with the advice of counsel, is to
be construed and interpreted in absolute parity, and shall not be construed or
interpreted against any party by reason of such party's preparation of the
initial or any subsequent draft of the Loan Documents or this Indemnity
Agreement.


                                      I-7


     17. Severability. If any term or provision of this Indemnity Agreement
shall be determined to be illegal or unenforceable, all other terms and
provisions in this Indemnity Agreement shall nevertheless remain effective and
shall be enforced to the fullest extent permitted by law.

     18. Other Laws. Nothing in this Indemnity Agreement, and no exercise by the
Administrative Agent or the Lenders of their rights or remedies under this
Indemnity Agreement, shall impair, constitute a waiver of, or in any way affect
the Administrative Agent or the Lenders' rights and remedies with respect to
Indemnitors under any Laws relating to Materials of Environmental Concern,
including without limitation, contribution provisions or private right of action
provisions under such Laws relating to Materials of Environmental Concern.

     19. Notices. Any notice, demand, request or other communication which any
party hereto may be required or may desire to give hereunder shall be in writing
and shall be deemed to have been properly given (a) if hand delivered, when
delivered; (b) if mailed by United States Certified Mail (postage prepaid,
return receipt requested), three Business Days after mailing (c) if by Federal
Express or other reliable overnight courier service, on the next Business Day
after delivered to such courier service or (d) if by telecopier on the day of
transmission so long as copy is sent on the same day by overnight courier as set
forth below:

Borrower:                  Glimcher Properties Limited Partnership and
                           GM Olathe, LLC
                           150 East Gay Street
                           Columbus, Ohio 43215
                           Attention:  George A. Schmidt
                           Telephone:       614-621-9000
                           Facsimile:       614-621-8863

Administrative Agent:      KeyBank National Association
                           127 Public Square
                           Cleveland, Ohio  44114
                           Attention: Real Estate Capital
                           Telephone:        216-689-4660
                           Facsimile:        216-689-4997

With a copy to:            Sonnenschein Nath & Rosenthal LLP
                           8000 Sears Tower
                           233 South Wacker Drive
                           Chicago, Illinois  60606
                           Attention: Patrick G. Moran, Esq.
                           Telephone        312-876-8132
                           Facsimile        312-876-7934

or at such other address as the party to be served with notice may have
furnished in writing to the party seeking or desiring to serve notice as a place
for the service of notice.


                                      I-8


     20. Joint and Several Liability. Indemnitors agree that they shall each be
jointly and severally liable for the performance of the Environmental
Obligations and all other obligations of Indemnitors contained herein.

     21. Captions. The headings of each section herein are for convenience only
and do not limit or construe the contents of any provisions of this Indemnity
Agreement.


                         [NO FURTHER TEXT ON THIS PAGE]





                                      I-9


     IN WITNESS WHEREOF, Indemnitors have caused this Indemnity Agreement to be
executed as of the day and year first above written.

                                  INDEMNITORS:
                                  ------------

                         GM OLATHE, LLC,
                         a Delaware limited liability company

                         By: GM MEZZ, LLC,
                             a Delaware limited liability company,
                             its sole member

                             By: GREAT PLAINS METROMALL, LLC,
                                 a Delaware limited liability company,
                                 its sole member

                                 By: GLIMCHER PROPERTIES LIMITED
                                     PARTNERSHIP, a Delaware limited liability
                                     company, its sole member

                                     By:  GLIMCHER PROPERTIES CORPORATION,
                                          a Delaware corporation,
                                          its sole general partner


                                          By:
                                              -------------------------
                                          Print Name: George A. Schmidt
                                          Title: Executive Vice President



                         GLIMCHER PROPERTIES LIMITED PARTNERSHIP, a
                         Delaware limited partnership

                         By: Glimcher Properties Corporation, a Delaware
                             corporation, its sole general partner


                             By:
                                 -------------------------
                             Print Name: George A. Schmidt
                             Title: Executive Vice President



                                      I-10


                                    EXHIBIT A
                                    ---------

                                    Documents

                           [BORROWER TO PROVIDE INFO]

Phase I Environmental Site Assessment dated ___________________ prepared by
_______________________________, for Glimcher Development Corporation




                                      I-11


                                   SCHEDULE 1
                                   ----------

           EXCEPTIONS, IF ANY, TO OWNERSHIP FREE OF UNPERMITTED LIENS
           ----------------------------------------------------------
                                 (Section 5.13)


                                      NONE






                               Schedule 1 - Pg. 1


                                   SCHEDULE 2
                                   ----------

                                   LITIGATION
                                   ----------
                                (See Section 5.6)


                                      NONE






                               Schedule 2 - Pg. 1



                                   SCHEDULE 3
                                   ----------

                              ENVIRONMENTAL MATTERS
                              ---------------------
                               (See Section 5.20)




                                      NONE





                               Schedule 3 - Pg. 1



                                   SCHEDULE 4
                                   ----------

                              INTENTIONALLY OMITTED
                              ---------------------






                               Schedule 4 - Pg. 1



                                   SCHEDULE 5
                                   ----------

                        SURVEY CERTIFICATION REQUIREMENTS
                        ---------------------------------

                          Form of Survey Certification


                      CERTIFICATION FOR SURVEYS (LONG-FORM)


I hereby certify to KeyBank National Association, its successors and assigns,
and GM Olathe, LLC, and Glimcher Properties Limited Partnership, as Borrowers,
and [insert Title Insurance Company] that the survey prepared by me entitled "
________ " was actually made upon the ground and that it and the information,
courses and distances shown thereon are correct; that the title lines and lines
of actual possession are the same; that the size, location and type of buildings
and improvements are as shown and all are within the boundary lines of the
property; that the property is zoned as ___________ and any required setbacks
are as shown; that there are no easements, encroachments or use affecting this
property appearing from a careful physical inspection of the same, other than
those shown and depicted thereon; that all utility services required for the
operations of the premises either enter the premises through adjoining public
streets, or the survey shows the point of entry and location of any utilities
which pass through or are located on adjoining private land; that the survey
shows the location of all visible storm drainage systems for the collection and
disposal of all roof and surface drainage; that any discharge into streams,
rivers or other conveyance system is shown on the survey, if such waterway is on
or adjacent to the property; and that the parcels described heron do not lie
within flood hazard areas in accordance with the document entitled "Department
of Housing and Urban Development, Federal Insurance Administration - Special
Flood Hazard Area Maps". This survey is made in accordance with the "Minimum
Standard Detail Requirements for Land Title Surveys" jointly established and
adopted by ALTA and ACSM in 1999 for Class A Urban Survey and includes items 1-4
and 6-16 of Table A. Pursuant to the Accuracy Standards as adopted by ALTA,
NSPS, and ACSM and in effect on the date of this certification, the undersigned
further certifies that: [Surveyor to complete with appropriate choice from
Minimum Standard Detail Requirement]



                               Schedule 5 - Pg. 1


                                   SCHEDULE 6
                                   ----------

                               TITLE REQUIREMENTS
                               ------------------

1.   Title Insurance Company Requirements. The maximum single risk (i.e., the
     amount insured under any one policy) by a title insurer may not exceed 25%
     of that insurer's surplus and statutory reserves. Reinsurance must be
     obtained by closing for any policy exceeding such amount.

2.   Loan Policy Forms. Standard 1992 American Land Title Association ("ALTA")
     form of loan title insurance policy, or the 1970 (amended October 17, 1970)
     ALTA loan form policies must be used.

3.   Insurance Amount. The amount insured must equal at least the original
     principal amount of the Loan.

4.   Named Insured. The named insured under the Title Policy must be
     substantially the same as the following: "KeyBank National Association, and
     its respective successors and assigns."

5.   Creditors' Rights. Any "creditors' rights" exception or other exclusion
     from coverage for voidable transactions under bankruptcy, fraudulent
     conveyance, or other debtor protection laws or equitable principles must be
     removed by either an endorsement or a written waiver.

6.   Arbitration. In the event that the form policy which is utilized includes a
     compulsory arbitration provision, the insurer must agree that such
     compulsory arbitration provisions do not apply to any claims by or on
     behalf of the insured. Please note that the 1987 and 1992 ALTA form loan
     policies include such provisions.

7.   Date of Policy. The effective date of the Title Policy must be as of the
     date and time of the closing.

8.   Legal Description. The legal description of the property contained in the
     Title Policy must conform to (a) the legal description shown on the survey
     of the property, and (b) the legal description contained in the Mortgage.
     In any event, the Title Policy must be endorsed to provide that the insured
     legal description is the same as that shown on the survey.

9.   Easements. Each Title Policy shall insure, as separate parcels: (a) all
     appurtenant easements and other estates benefiting the property, and (b)
     all other rights, title, and interests of the borrower in real property
     under reciprocal easement agreements, access agreements, operating
     agreements, and agreements containing covenants, conditions, and
     restrictions relating to the Project.

10.  Exceptions to Coverage. With respect to the exceptions, the following
     applies:

     a)   Each Title Policy shall afford the broadest coverage available in the
          state in which the subject property is located.


                               Schedule 6 - Pg. 1


     b)   The "standard" exceptions (such as for parties in possession or other
          matters not shown on public records) must be deleted.

     c)   The "standard" exception regarding tenants in possession under
          residential leases, should also be deleted. For commercial properties,
          a rent roll should be attached in lieu of the general exception.

     d)   The standard survey exception to the Title Policy must be deleted.
          Instead, a survey reading reflecting the current survey should be
          incorporated.

     e)   Any exception for taxes, assessments, or other lienable items must
          expressly insure that such taxes, assessments, or other items are not
          yet due and payable.

     f)   Any lien, encumbrance, condition, restriction, or easement of record
          must be listed in the Title Policy, and the Title Policy must
          affirmatively insure that the improvements do not encroach upon the
          insured easements or insure against all loss or damage due to such
          encroachment

     g)   The Title Policy may not contain any exception for any filed or
          unfiled mechanics' or materialmen's liens.

     h)   In the event that a comprehensive endorsement has been issued and any
          Schedule B exceptions continue to be excluded from the coverage
          provided through that endorsement, then a determination must be made
          whether such exceptions would be acceptable to Bank. In the event that
          it is determined that such exception is acceptable, a written
          explanation regarding the acceptability must be submitted as part of
          the delivery of the loan documents.

If Schedule B indicates the presence of any easements that are not located on
the survey, the Title Policy must provide affirmative insurance against any loss
resulting from the exercise by the holder of such easement of its right to use
or maintain that easement. ALTA Form 103.1 or an equivalent endorsement is
required for this purpose.

1.   Endorsements. With respect to endorsements, the following applies:

     a)   Each Title Policy must include an acceptable environmental protection
          lien endorsement on ALTA Form 8.1. Please note that Form 8.1 may take
          exception for an entire statute which contains one or more specific
          sections under which environmental protection liens could take
          priority over the Mortgage; provided, however, that such specific
          sections under which the lien could arise must also be referenced.

     b)   Each Title Policy must contain an endorsement which provides that the
          insured legal description is the same as shown on the survey.

     c)   Each Title Policy must contain a comprehensive endorsement (ALTA Form
          9) if a lien, encumbrance, condition, restriction, or easement is
          listed in Schedule B to the title insurance policy.


                               Schedule 6 - Pg. 2


     d)   Lender may require the following endorsements where applicable and
          available:

          access                             doing business     reverter
          address                            first loss         single tax lot
          assessment                         last dollar        subdivision
          assignment of leases and rents     leasehold          tie in
          assignment of loan documents       mineral rights     usury
          continguity                        mortgage tax       zoning (ALTA 3.1
                                                                 - w/parking)


1.   Other Coverages. Each Title Policy shall insure the following by
     endorsement or affirmative insurance to the extent such coverage is not
     afforded by the ALTA Form 9 or its equivalent in a particular jurisdiction:

a)   that no conditions, covenants, or restrictions of record affecting the
     property:

     (i) have been violated,
     (ii) create lien rights which prime the insured mortgage,
     (iii) contain a right of reverter or forfeiture, a right of reentry, or
     power of termination, or
     (iv) if violated in the future would result in the lien created by the
     insured mortgage or title to the property being lost, forfeited, or
     subordinated; and

b)   that except for temporary interference resulting solely from maintenance,
     repair, replacement, or alteration of lines, facilities, or equipment
     located in easements and rights of way taken as certain exceptions to each
     Title Policy, such exceptions do not and shall not prevent the use and
     operation of the Property or the improvements as used and operated on the
     effective date of the Title Policy.

1.   Informational Matters. The Policy must include, as an informational note,
     the following:

     a)   The recorded plat number together with recording information; and

     b)   The property parcel number or the tax identification number, as
          applicable.

1.   Delivery of Copies. Legible copies of all easements, encumbrances, or other
     restrictions shown as exceptions on the Title Policy must be delivered with
     the first draft of the title commitment.


                               Schedule 6 - Pg. 3


                                   SCHEDULE 7
                                   ----------

                             INSURANCE REQUIREMENTS
                             ----------------------


     Borrower shall obtain and keep in full force and effect either builder's
risk insurance (the "Builder's Risk Insurance policy") coverage or permanent All
Perils insurance coverage as appropriate, satisfactory to Lender, on the
Project. All insurance policies shall be issued by carriers with a Best's
Insurance Reports policy holder's rating of A and a financial size category of
Class X and shall include a standard mortgage clause (without contribution) in
favor of and acceptable to Lender. The policies shall provide for the following,
and any other coverage that Lender may from time to time deem necessary:

     a) Coverage Against All Peril and/or Builders Risk in the amount of 100% of
the replacement cost of all Improvements located or to be located on the Land.
If the policy is written on a CO-INSURANCE basis, the policy shall contain an
AGREED AMOUNT ENDORSEMENT as evidence that the coverage is in an amount
sufficient to insure the full amount of the mortgage indebtedness. "KeyBank
National Association and its successors and assigns" shall be named as the
"Mortgagee" and "Loss Payee".

     b) Public liability coverage in a minimum amount of not less than
$2,000,000 per occurrence and $5,000,000 in the aggregate. "KeyBank National
Association and its successors and assigns" shall be named as an "Additional
Insured".

     c) Rent loss or business interruption coverage in a minimum amount approved
by Lender of not less than the appraised rentals for a minimum of six months.

     d) Flood hazard coverage in a minimum amount available, if the premises are
located in a special flood hazard area ("Flood Hazard Area") as designated by
the Federal Emergency Management Agency on its Flood Hazard Boundary Map and
Flood Insurance Rate Maps, and the Department of Housing and Urban Development,
Federal Insurance Administration, Special Flood Hazard Area Maps.

     e) Workers Compensation and Disability insurance as required by law.

     f) Such other types and amounts of insurance with respect to the premises
and the operation thereof which are commonly maintained in the case of other
property and buildings similar to the premises in nature, use, location, height,
and type of construction, as may from time to time be required by the mortgagee.

Each policy shall provide that it may not be canceled, reduced or terminated
without at least thirty (30) days prior written notice to Lender.


                               Schedule 7 - Pg. 1

EX-10.91

                                                                   Exhibit 10.91


                            AMENDED AND RESTATED NOTE
                            -------------------------


                                                                January 13, 2006


     Glimcher Properties Limited Partnership, a limited partnership organized
under the laws of the State of Delaware ("GPLP") and GM Olathe, LLC, a limited
liability company organized under the laws of the State of Delaware ("Owner",
and collectively with GPLP, the "Borrower"), hereby jointly and severally
promise to pay to the order of KeyBank National Association (the "Lender") the
aggregate unpaid principal amount of all Loans made by the Lender to the
Borrower pursuant to Article II of the Term Loan Agreement (as the same may be
amended or modified, the "Agreement") hereinafter referred to, in immediately
available funds at the main office of KeyBank National Association in Cleveland,
Ohio, as Administrative Agent, together with interest on the unpaid principal
amount hereof at the rates and on the dates set forth in the Agreement. The
Borrower shall pay remaining unpaid principal of and accrued and unpaid interest
on the Loans in full on the Facility Termination Date or such earlier date as
may be required under the Agreement.

     This Note amends and restates in its entirety that certain Amended and
Restated Promissory Note dated as of June 9, 2004 made by Owner for the benefit
of Morgan Stanley Mortgage Capital, Inc. in the principal amount of $30,000,000
which has been assigned to Lender.

     The Lender shall, and is hereby authorized to, record on the schedule
attached hereto, or to otherwise record in accordance with its usual practice,
the date and amount of each Loan and the date and amount of each principal
payment hereunder.

     This Note is one of the Notes issued pursuant to, and is entitled to the
benefits of, the Term Loan Agreement, dated as of January13 2006 among the
Borrower, KeyBank National Association individually and as Administrative Agent,
and the other Lenders named therein, to which Agreement, as it may be amended
from time to time, reference is hereby made for a statement of the terms and
conditions governing this Note, including the terms and conditions under which
this Note may be prepaid or its maturity date accelerated. Capitalized terms
used herein and not otherwise defined herein are used with the meanings
attributed to them in the Agreement.

     If there is a Default under the Agreement or any other Loan Document and
Administrative Agent exercises the remedies provided under the Agreement and/or
any of the Loan Documents for the Lenders, then in addition to all amounts
recoverable by the Administrative Agent and the Lenders under such documents,
the Administrative Agent and the Lenders shall be entitled to receive reasonable
attorneys fees and expenses incurred by the Administrative Agent and the Lenders
in connection with the exercise of such remedies.

     Borrower and all endorsers severally waive presentment, protest and demand,
notice of protest, demand and of dishonor and nonpayment of this Note, and any
and all lack of diligence or delays in collection or enforcement of this Note,
and expressly agree that this Note, or any payment hereunder, may be extended
from time to time, and expressly consent to the release of any party liable for
the obligation secured by this Note, the release of any of the security for this
Note, the acceptance of any other security therefor, or any other indulgence or
forbearance whatsoever, all without notice to any party and without affecting
the liability of the Borrower and any endorsers hereof.



     This Note shall be governed and construed under the internal laws of the
State of Ohio.

     BORROWER AND LENDER, BY ITS ACCEPTANCE HEREOF, EACH HEREBY WAIVE ANY RIGHT
TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHT
UNDER THIS NOTE OR ANY OTHER LOAN DOCUMENT OR RELATING THERETO OR ARISING FROM
THE LENDING RELATIONSHIP WHICH IS THE SUBJECT OF THIS NOTE AND AGREE THAT ANY
SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A JUDGE AND NOT BEFORE A JURY.

                        GM OLATHE, LLC,
                        a Delaware limited liability company

                        By: GM MEZZ, LLC,
                            a Delaware limited liability company,
                            its sole member

                            By: GREAT PLAINS METROMALL, LLC,
                                a Delaware limited liability company,
                                its sole member

                                By: GLIMCHER PROPERTIES LIMITED
                                    PARTNERSHIP, a Delaware limited liability
                                    company, its sole member

                                    By: GLIMCHER PROPERTIES
                                        CORPORATION, a Delaware
                                        corporation, its sole general partner

                                        By: /s/ George A. Schmidt
                                            --------------------------------
                                            Print Name: George A. Schmidt
                                            Title: Executive Vice President

                                            150 East Gay Street
                                            Columbus, Ohio 43215
                                            Phone:  614-621-9000
                                            Facsimile:  614-621-8863
                                            Attention:  George A. Schmidt


                                       -2-


                                GLIMCHER PROPERTIES LIMITED
                                PARTNERSHIP, a Delaware limited partnership


                                By: Glimcher Properties Corporation, a Delaware
                                    corporation, its sole general partner

                                    By: /s/ George A. Schmidt
                                        --------------------------------------
                                        Print Name: George A. Schmidt
                                        Title: Executive Vice President





                                       -3-



                   SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL
                                       TO
                NOTE OF GLIMCHER PROPERTIES LIMITED PARTNERSHIP,
                               AND GM OLATHE, LLC
                             DATED JANUARY __, 2006


                                                    Maturity
              Principal         Maturity            Principal
              Amount of         of Interest         Amount           Unpaid
Date          Loan              Period              Paid             Balance
- ----          ---------         -----------         ---------        -------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                       -4-

EX-10.92

                                                                   Exhibit 10.92


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


(Space above reserved for Recorder of Deeds certification)



Title of Document: AMENDED AND RESTATED MORTGAGE, ASSIGNMENT OF RENTS, SECURITY
    AGREEMENT AND FIXTURE FILING

Date of Document:  January 13, 2006

Grantor(s): GM Olathe, LLC

Grantee(s): Keybank National Association

Grantee(s) Mailing Address: 127 Public Square, Cleveland, Ohio 44114

Legal Description:

    See attached Exhibit A



Reference Book and Pages (s): Document No. ______________, Book ___, Page ___


(If there is not sufficient space on this page for the information required,
    state the page reference where it is contained within the document.)

(This Document Serves as a Fixture Filing under Section 84-9-502 of the Kansas
    Statutes Annotated.)



    Grantor's Organizational Identification Number is: 3625332



                         AMENDED AND RESTATED MORTGAGE,
                   ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND
                                 FIXTURE FILING

                                     MADE BY

                                 GM OLATHE, LLC

                                  as Mortgagor

                                       to

                          KEYBANK NATIONAL ASSOCIATION

                                  as Mortgagee

     "THE TOTAL AMOUNT OF PRINCIPAL INDEBTEDNESS SECURED BY THIS MORTGAGE SHALL
NOT EXCEED, AT ANY ONE TIME, THE SUM OF $30,000,000 AS TO THE PROPERTY LOCATED
IN THE STATE OF KANSAS."

     This Mortgage amends and restates in its entirety that certain Amended and
Restated Fee and Leasehold Mortgage, Assignment of Leases and Rents and Security
Agreement dated as of June 9, 2004 made by Mortgagor in favor of Morgan Stanley
Capital Mortgage Inc. ("Original Mortgagee") and recorded June 18, 2004 in Book
200406 at Page 009178 with the Register of Deeds, Johnson County, Kansas in the
amount of $30,000,000 and that certain Assignment of Leases and Rents of even
date therewith made by Mortgagor in favor of the Original Mortgagee and recorded
June 18, 2004 in Book 200406 at Page 009179 with the Register of Deeds, Johnson
County, Kansas, as such Amended and Restated Fee and Leasehold Mortgage,
Assignment of Leases and Rents and Security Agreement and Assignment of Leases
and Rents have been assigned to Mortgagee by the successor to the Original
Mortgagee, LaSalle Bank National Association as Trustee, pursuant to that
certain Assignment of Amended and Restated Fee and Leasehold Mortgage,
Assignment of Leases and Rents and Security Agreement and that certain
Assignment of Assignment of Leases and Rents, each dated January 10, 2006.

     A Mortgage tax has been paid in full on the Mortgage with respect to said
$30,000,000 principal amount and there have been no additional loan proceeds
advanced under this Mortgage in connected with this Amendment and Restatement.

     This Mortgage is to be cross-indexed in the Uniform Commercial Code Records
as a fixture filing.

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

                          Dated as of: January 13, 2006

                   PREPARED BY AND UPON RECORDATION RETURN TO:

                        Sonnenschein Nath & Rosenthal LLP
                                8000 Sears Tower
                                233 South Wacker
                             Chicago, Illinois 60606
                        Attention: Patrick G. Moran, Esq.



                         AMENDED AND RESTATED MORTGAGE,
                   ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND
                                 FIXTURE FILING

                             Project Common Known As
              "The Great Mall of the Great Plains, Olathe, Kansas"


     THIS AMENDED AND RESTATED MORTGAGE, ASSIGNMENT OF RENTS, SECURITY AGREEMENT
AND FIXTURE FILING (this "Mortgage") is made as of July 31, 2005, by GM OLATHE,
LLC, a Delaware limited liability Company ("Mortgagor") whose address is 150
East Gay Street, Columbus, Ohio 43215, and KEYBANK NATIONAL ASSOCIATION, as
administrative agent for itself and one or more Lenders (as defined in that
certain Term Loan Agreement bearing the date January __, 2006 by and among
Mortgagor and Glimcher Properties Limited Partnership, a Delaware limited
partnership (collectively, the "Borrower"), such Lenders and KEYBANK NATIONAL
ASSOCIATION, as administrative agent, hereinafter the "Term Loan Agreement"),
(together with its successors and assigns, the "Mortgagee"), whose address is
127 Public Square, Cleveland, Ohio 44114.

1.   Grant and Secured Obligations.

     1.1 Grant. Borrower has executed and delivered to the Lenders certain
promissory notes (such promissory notes, together with any amendments or
allonges thereto, or restatements, replacements or renewals thereof, are
collectively referred to herein as the "Notes"), in and by which the Borrower
promises to pay the principal of all Loans under such Term Loan Agreement and
interest at the rate and in installments as provided in the Notes, with a final
payment of the outstanding principal balance and accrued and unpaid interest
being due on or before January 12, 2009. The maximum aggregate principal amount
of the Loans evidenced by the Notes shall be $30,000,000. The indebtedness
secured hereby shall be governed by the terms and conditions of the Term Loan
Agreement. To the extent there may be any inconsistency between the terms and
provisions of this Mortgage and the terms and provisions of the Term Loan
Agreement, the terms and provisions of the Term Loan Agreement shall govern and
control. All capitalized terms used herein and not otherwise defined shall have
the meanings ascribed to such terms in the Term Loan Agreement.

     In consideration of the debt evidenced by the Notes and to secure the
timely payment of both principal and interest in accordance with the terms and
provisions of the Notes and in accordance with the terms, provisions and
limitations of this Mortgage, to secure the payment of any and all amounts
advanced by the Administrative Agent or the Lenders with respect to the Premises
for the payment of taxes, assessments, insurance premiums or any other costs
incurred in the protection of the Premises, and to secure the performance of the
covenants and agreements contained herein and in the Notes, the Term Loan
Agreement, and any other documents evidencing and securing the loan secured
hereby or delivered to Mortgagee pursuant to the Term Loan Agreement
(collectively, the "Loan Documents") to be performed by Mortgagor, and to secure
all Rate Management Transactions entered into with the Administrative Agent or
any of the Lenders in connection with the Term Loan Agreement, and for the
purpose of securing payment and performance of the Secured Obligations defined
and described in Section 1.2 below, Mortgagor does by these presents grant,
bargain, sell, convey, assign and grant a security interest in, mortgage and
warrant unto Mortgagee and its successors and assigns forever, all estate,
right, title and interest which Mortgagor now has or may later acquire in and to
the following property (all or any part of such property, or any interest in all
or any part of it, as the context may require, the "Property"):



          (a) The real property located in the County of Johnson, State of
     Kansas, as described in Exhibit A, together with all existing and future
     easements and rights affording access to it (the "Premises"); together with

          (b) All buildings, structures and improvements now located or later to
     be constructed on the Premises (the "Improvements"); together with

          (c) All existing and future appurtenances, privileges, easements,
     franchises and tenements of the Premises, including all minerals, oil, gas,
     other hydrocarbons and associated substances, sulphur, nitrogen, carbon
     dioxide, helium and other commercially valuable substances which may be in,
     under or produced from any part of the Premises, all development rights and
     credits, air rights, water, water rights (whether riparian, appropriative
     or otherwise, and whether or not appurtenant) and water stock, and any
     Premises lying in the streets, roads or avenues, open or proposed, in front
     of or adjoining the Premises and Improvements; together with

          (d) All existing and future leases, subleases, subtenancies, licenses,
     occupancy agreements and concessions ("leases") relating to the use and
     enjoyment of all or any part of the Premises and Improvements, and any and
     all guaranties and other agreements relating to or made in connection with
     any of such leases; together with

          (e) All real property and improvements on it, and all appurtenances
     and other property and interests of any kind or character, whether
     described in Exhibit A or not, which may be reasonably necessary or
     desirable to promote the present and any reasonable future beneficial use
     and enjoyment of the Premises and Improvements; together with

          (f) All goods, materials, supplies, chattels, furniture, fixtures,
     equipment and machinery now or later to be attached to, placed in or on, or
     used in connection with the use, enjoyment, occupancy or operation of all
     or any part of the Premises and Improvements, whether stored on the
     Premises or elsewhere, including all pumping plants, engines, pipes,
     ditches and flumes, and also all gas, electric, cooking, heating, cooling,
     air conditioning, lighting, refrigeration and plumbing fixtures and
     equipment, all of which shall be considered to the fullest extent of the
     law to be real property for purposes of this Mortgage and any
     manufacturer's warranties with respect thereto; together with

          (g) All building materials, equipment, work in process or other
     personal property of any kind, whether stored on the Premises or elsewhere,
     which have been or later will be acquired for the purpose of being
     delivered to, incorporated into or installed in or about the Premises or
     Improvements; together with

          (h) All of Mortgagor's interest in and to all operating accounts
     pertaining to the Property and the Loan funds, whether disbursed or not;
     together with

          (i) All rights to the payment of money, accounts, accounts receivable,
     reserves, deferred payments, refunds, cost savings, payments and deposits,
     whether now or later to be received from third parties (including all
     earnest money sales deposits) or deposited by Mortgagor with third parties
     (including all utility deposits), contract rights, development and use
     rights, governmental permits and licenses, applications, architectural and


                                      -2-


     engineering plans, specifications and drawings, as-built drawings, chattel
     paper, instruments, documents, notes, drafts and letters of credit (other
     than letters of credit in favor of Mortgagee), which arise from or relate
     to construction on the Premises or to any business now or later to be
     conducted on it, or to the Premises and Improvements generally and any
     builder's or manufacturer's warranties with respect thereto; together with

          (j) All insurance policies pertaining to the Premises and all
     proceeds, including all claims to and demands for them, of the voluntary or
     involuntary conversion of any of the Premises, Improvements or the other
     property described above into cash or liquidated claims, including proceeds
     of all present and future fire, hazard or casualty insurance policies and
     all condemnation awards or payments now or later to be made by any public
     body or decree by any court of competent jurisdiction for any taking or in
     connection with any condemnation or eminent domain proceeding, and all
     causes of action and their proceeds for any damage or injury to the
     Premises, Improvements or the other property described above or any part of
     them, or breach of warranty in connection with the construction of the
     Improvements, including causes of action arising in tort, contract, fraud
     or concealment of a material fact; together with

          (k) All of Mortgagor's right, title and interest in and to that
     certain Lease Agreement dated as of June 1, 1996 between the City of
     Olathe, Kansas, a Kansas municipal corporation, as landlord, and Olathe
     Mall LLC, a Colorado limited liability company, as tenant, a memorandum of
     which was recorded with the Register of Deeds in Johnson County, Kansas in
     Liber 4924, page 375; as assigned by that certain Assignment of Lease
     Agreement dated as of June 1, 1996 by the City of Olathe, Kansas to The
     Huntington National Bank, a national banking association, and recorded with
     the Register of Deeds in Johnson County, Kansas in Liber 4924, page 381; as
     further assigned by that certain Assignment of Lease Agreement dated
     November 26, 1996 by Olathe Mall LLC to Great Plains Metromall, LLC, a
     Delaware limited liability company, as recorded with the Register of Deeds
     in Johnson County, Kansas in Book 5054 at Page 271; as further assigned by
     that certain Assignment And Assumption Of Lease Agreement dated as of June
     9, 2004, by Great Plains Metromall, LLC to GM Mezz, LLC, a Delaware limited
     liability company, and recorded with the Register of Deeds in Johnson
     County, Kansas on June 18, 2004; and as further recorded by that certain
     Assignment and Assumption Of Lease Agreement dated as of June 9, 2004, by
     GM Mezz, LLC to Borrower and recorded with the Register of Deeds in Johnson
     County, Kansas on June 18, 2004 (the "Ground Lease") and the leasehold
     estate created thereby, together with all modifications, extensions and
     renewals of the Ground Lease and all credits, deposits (including, without
     limitation, any deposit of cash or securities or any other property which
     may be held to secure Mortgagor's performance of its obligations under the
     Ground Lease), options, privileges and rights of Mortgagor as tenant under
     the Ground Lease, including, but not limited to, (i) the right to cause fee
     title to the premises demised by the Ground Lease to be conveyed to
     Mortgagor as provided in Article 11 of the Ground Lease, as amended and
     (ii) all the estate, right, title, claim or demand whatsoever of Mortgagor
     either in law or in equity, in possession or expectancy, of, in and to the
     Property or any part thereof, including the fee title to the property
     conveyed or to be conveyed pursuant to the right described in clause (i) of
     this Section 1.1(k).

          (l) All of Mortgagor's rights in and to all Rate Management
     Transactions entered into with the Administrative Agent or any of the
     Lenders in connection with the Term Loan Agreement;


                                      -3-


          (m) All books and records pertaining to any and all of the property
     described above, including computer-readable memory and any computer
     hardware or software necessary to access and process such memory ("Books
     and Records"); together with

          (n) All proceeds of, additions and accretions to, substitutions and
     replacements for, and changes in any of the property described above.

     Capitalized terms used above and elsewhere in this Mortgage without
definition have the meanings given them in the Term Loan Agreement referred to
in Subsection 1.2(a)(iii) below.

     1.2  Secured Obligations.

          (a) Mortgagor makes the grant, conveyance, and mortgage set forth in
     Section 1.1 above, and grants the security interest set forth in Section 3
     below for the purpose of securing the following obligations (the "Secured
     Obligations") in any order of priority that Mortgagee may choose:

               (i) Payment of all obligations at any time owing under the Notes
          under the terms of the Term Loan Agreement; and

               (ii) Payment and performance of all obligations of Mortgagor
          under this Mortgage; and

               (iii) Payment and performance of all obligations of Mortgagor
          under the Term Loan Agreement; and

               (iv) Payment and performance of any obligations of Mortgagor
          under any Loan Documents which are executed by Mortgagor; and

               (v) Payment and performance of all obligations of Mortgagor
          arising from any Rate Management Transactions entered into with the
          Administrative Agent or any of the Lenders in connection with the Term
          Loan Agreement. Rate Management Transactions shall mean an interest
          rate hedging program through the purchase by Mortgagor from the
          Administrative Agent or any of the Lenders in connection with an
          interest rate swap, cap or such other interest rate protection product
          with respect to the Term Loan Agreement; and

               (vi) Payment and performance of all future advances and other
          obligations that Mortgagor or any successor in ownership of all or
          part of the Property may agree to pay and/or perform (whether as
          principal, surety or guarantor) for the benefit of Mortgagee, when a
          writing evidences the parties' agreement that the advance or
          obligation be secured by this Mortgage; and

               (vii) Payment and performance of all modifications, amendments,
          extensions, and renewals, however evidenced, of any of the Secured
          Obligations.

          (b) All persons who may have or acquire an interest in all or any part
     of the Property will be considered to have notice of, and will be bound by,
     the terms of the Secured Obligations and each other agreement or instrument


                                      -4-


     made or entered into in connection with each of the Secured Obligations.
     Such terms include any provisions in the Note or the Term Loan Agreement
     which permit borrowing, repayment and reborrowing, or which provide that
     the interest rate on one or more of the Secured Obligations may vary from
     time to time.

2.   Assignment of Rents.

     2.1 Assignment. Mortgagor hereby irrevocably, absolutely, presently and
unconditionally assigns to Mortgagee all rents, royalties, issues, profits,
revenue, income, accounts, proceeds and other benefits of the Property, whether
now due, past due or to become due, including all prepaid rents and security
deposits (some or all collectively, as the context may require, "Rents"). This
is an absolute assignment, not an assignment for security only.

     2.2 Grant of License. Mortgagee hereby confers upon Mortgagor a license
("License") to collect and retain the Rents as they become due and payable, so
long as no Event of Default, as defined in Section 6.2 below, shall exist and be
continuing. If an Event of Default has occurred and is continuing, Mortgagee
shall have the right, which it may choose to exercise in its sole discretion, to
terminate this License without notice to or demand upon Mortgagor, and without
regard to the adequacy of Mortgagee's security under this Mortgage.

     2.3 Collection and Application of Rents. Subject to the License granted to
Mortgagor under Section 2.2 above, Mortgagee has the right, power and authority
to collect any and all Rents. Mortgagor hereby appoints Mortgagee its
attorney-in-fact to perform any and all of the following acts, if and at the
times when Mortgagee in its sole discretion may so choose:

          (a) Demand, receive and enforce payment of any and all Rents; or

          (b) Give receipts, releases and satisfactions for any and all Rents;
     or

          (c) Sue either in the name of Mortgagor or in the name of Mortgagee
     for any and all Rents.

Mortgagee and Mortgagor agree that the mere recordation of the assignment
granted herein entitles Mortgagee immediately to collect and receive rents upon
the occurrence of an Event of Default, as defined in Section 6.2, without first
taking any acts of enforcement under applicable law, such as, but not limited
to, providing notice to Mortgagor, filing foreclosure proceedings, or seeking
and/or obtaining the appointment of a receiver. Further, Mortgagee's right to
the Rents does not depend on whether or not Mortgagee takes possession of the
Property as permitted under Subsection 6.3(c). In Mortgagee's sole discretion,
Mortgagee may choose to collect Rents either with or without taking possession
of the Property. Mortgagee shall apply all Rents collected by it in the manner
provided under Section 6.6. If an Event of Default occurs while Mortgagee is in
possession of all or part of the Property and is collecting and applying Rents
as permitted under this Mortgage, Mortgagee and any receiver shall nevertheless
be entitled to exercise and invoke every right and remedy afforded any of them
under this Mortgage and at law or in equity.

     2.4 Mortgagee Not Responsible. Under no circumstances shall Mortgagee have
any duty to produce Rents from the Property. Regardless of whether or not


                                      -5-


Mortgagee, in person or by agent, takes actual possession of the Premises and
Improvements, unless Mortgagee agrees in writing to the contrary, Mortgagee is
not and shall not be deemed to be:

          (a) A "mortgagee in possession" for any purpose; or

          (b) Responsible for performing any of the obligations of the lessor
     under any lease; or

          (c) Responsible for any waste committed by lessees or any other
     parties, any dangerous or defective condition of the Property, or any
     negligence in the management, upkeep, repair or control of the Property,
     unless caused by the gross negligence, willful misconduct or bad faith of
     Mortgagee; or

          (d) Liable in any manner for the Property or the use, occupancy,
     enjoyment or operation of all or any part of it.

     2.5 Leasing. Mortgagor shall not accept any deposit or prepayment of rents
under the leases for any rental period exceeding one (1) month without
Mortgagee's prior written consent. Mortgagor shall not lease the Property or any
part of it except strictly in accordance with the Term Loan Agreement.

3.   Grant of Security Interest.

     3.1 Security Agreement. The parties intend for this Mortgage to create a
lien on the Property, and an absolute assignment of the Rents, all in favor of
Mortgagee. The parties acknowledge that some of the Property and some or all of
the Rents may be determined under applicable law to be personal property or
fixtures. To the extent that any Property or Rents may be or be determined to be
personal property, Mortgagor as debtor hereby grants Mortgagee as secured party
a security interest in all such Property and Rents, to secure payment and
performance of the Secured Obligations. This Mortgage constitutes a security
agreement under the Uniform Commercial Code of the State in which the Property
is located, covering all such Property and Rents.

     3.2 Financing Statements. Mortgagor hereby authorizes Mortgagee to file one
or more financing statements. In addition, Mortgagor shall execute such other
documents as Mortgagee may from time to time require to perfect or continue the
perfection of Mortgagee's security interest in any Property or Rents. As
provided in Section 5.10 below, Mortgagor shall pay all fees and costs that
Mortgagee may incur in filing such documents in public offices and in obtaining
such record searches as Mortgagee may reasonably require. In case Mortgagor
fails to execute any financing statements or other documents for the perfection
or continuation of any security interest, Mortgagor hereby appoints Mortgagee as
its true and lawful attorney-in-fact to execute any such documents on its
behalf. If any financing statement or other document is filed in the records
normally pertaining to personal property, that filing shall never be construed
as in any way derogating from or impairing this Mortgage or the rights or
obligations of the parties under it.

4.   Fixture Filing.

     This Mortgage constitutes a financing statement filed as a fixture filing
under Article 9 of the Uniform Commercial Code in the State in which the
Property is located, as amended or recodified from time to time, covering any


                                      -6-


Property which now is or later may become fixtures attached to the Premises or
Improvements. For this purpose, the respective addresses of Mortgagor, as
debtor, and Mortgagee, as secured party, are as set forth in the preambles of
this Mortgage.

5.   Rights and Duties of the Parties.

     5.1 Representations and Warranties. Mortgagor represents and warrants that:

          (a) Mortgagor lawfully possesses and holds fee simple title to all of
     the Premises and Improvements;

          (b) Mortgagor has or will have good title to all Property other than
     the Premises and Improvements;

          (c) Mortgagor has the full and unlimited power, right and authority to
     encumber the Property and assign the Rents;

          (d) This Mortgage creates a first and prior lien on the Property;

          (e) The Property includes all property and rights which may be
     reasonably necessary or desirable to promote the present and any reasonable
     future beneficial use and enjoyment of the Premises and Improvements;

          (f) Except for certain items of leased office equipment used in the
     management office at the Premises, Mortgagor owns any Property which is
     personal property free and clear of any security agreements, reservations
     of title or conditional sales contracts, and there is no financing
     statement affecting such personal property on file in any public office;
     and

          (g) Mortgagor's place of business, or its chief executive office if it
     has more than one place of business, is located at the address specified
     below.

     5.2 Taxes, and Assessments. Mortgagor shall, prior to delinquency, pay or
cause to be paid each installment of all taxes and special assessments of every
kind, now or hereafter levied against the Property or any part thereof, without
notice or demand, and shall provide Mortgagee with evidence of the payment of
same. Mortgagor shall pay all taxes and assessments which may be levied upon
Mortgagee's or the Lenders' interest herein or upon this Mortgage or the debt
secured hereby (excluding any income taxes or similar charges imposed upon
Mortgagee or the Lenders), without regard to any law that may be enacted
imposing payment of the whole or any part thereof upon the Mortgagee or any
Lender. Notwithstanding anything contained in this Section to the contrary,
Mortgagor shall have the right to pay or cause to be paid any such tax or
special assessment under protest or to otherwise contest any such tax or special
assessment but only if (i) such contest has the effect of preventing the
collection of such tax or special assessment so contested and also prevent the
sale or forfeiture of the Property or any part thereof or any interest therein,
(ii) Mortgagor promptly notifies Mortgagee in writing of its intent to contest
such tax or special assessment, and (iii) if so requested in writing by
Mortgagee, Mortgagor has deposited security in form and amount reasonably
satisfactory to Mortgagee, and increases the amount of such security so
deposited promptly after Mortgagee's request therefor. Mortgagor shall prosecute
or cause the prosecution of all such contest actions in good faith and with due
diligence.


                                      -7-


     5.3 Performance of Secured Obligations. Mortgagor shall promptly pay and
perform each Secured Obligation in accordance with its terms.

     5.4 Liens, Charges and Encumbrances. Mortgagor shall immediately discharge
any lien on the Property which Mortgagee has not consented to in writing.

     5.5 Damages, Restoration, and Insurance Proceeds. As long as no Event of
Default has occurred and is then continuing, all insurance proceeds for losses
at the Property of less than $500,000.00 shall be adjusted with and payable to
the Mortgagor. In case of loss, Mortgagee shall have the right (but not the
obligation) to participate in and reasonably approve the settlement of any
insurance claim in excess of $500,000.00 and all claims thereafter, and
Mortgagee is at all times authorized to collect and receive any insurance money
for those claims which Mortgagee is entitled to approve the settlement of
hereunder.

     At the election of Mortgagee, such insurance proceeds may be applied to
reduce the outstanding balance of the indebtedness under the Term Loan Agreement
or to pay for costs of repair and restoration of the Property; provided,
however, that so long as no Event of Default has occurred and is then
continuing, Mortgagee shall make such insurance proceeds available to pay for
such costs of repair and restoration. If Mortgagee is entitled to and does elect
to apply insurance proceeds in payment or reduction of the indebtedness secured
hereby, then Mortgagee shall reduce the then outstanding balance of the Advances
by the amount of the insurance proceeds received and so applied by Mortgagee. In
the event that Mortgagee does not elect to apply the insurance proceeds to the
indebtedness secured hereby as set forth above, such insurance proceeds shall be
used to reimburse Mortgagor for the cost of rebuilding or restoring the
Premises. The Premises shall be so restored or rebuilt as to be substantially
the same quality and character as the Premises were prior to such damage or
destruction in accordance with the original plans and specifications or to such
other condition as Mortgagee shall reasonably approve in writing.

     If Mortgagee elects to make the proceeds available for repair and
restoration, any request by Mortgagor for a disbursement by Mortgagee of fire or
casualty insurance proceeds and funds deposited by Mortgagor with Mortgagee
pursuant to this Section 5.5 shall be treated by Mortgagee as if such request
were for an Advance under the Term Loan Agreement, and the disbursement thereof
shall be conditioned upon the Borrower's compliance with and satisfaction of the
same conditions precedent as would be applicable under the Term Loan Agreement
for such an Advance. Additionally, such disbursement shall also be conditioned
upon Borrower's providing to Administrative Agent: updated title insurance,
satisfactory evidence, as reasonably determined by Administrative Agent, that
the Premises shall be so restored or rebuilt as to be of at least equal value
and quality and substantially the same character as the Premises were prior to
such damage or destruction in accordance with the original plans and
specifications or to such other condition as Administrative Agent shall
reasonably approve in writing, satisfactory evidence of the estimated cost of
completion thereof and with such architect's certificates, waivers of lien,
contractors' sworn statements and other evidence of cost and of payments as
Administrative Agent may reasonably require and approve. The undisbursed balance
of insurance proceeds shall at all times be sufficient to pay for the cost of
completion of the work free and clear of liens and if such proceeds are
insufficient, Mortgagor shall deposit the amount of such deficiency with
Mortgagee prior to the disbursement by Mortgagee of any insurance proceeds.


                                      -8-


     5.6 Condemnation Proceeds. Mortgagor hereby assigns, transfers and sets
over unto Mortgagee its entire interest in the proceeds (the "Condemnation
Proceeds") of any award or any claim for damages for any of the Property taken
or damaged under the power of eminent domain or by condemnation or any
transaction in lieu of condemnation ("Condemnation"), unless, notwithstanding
the forgoing, such taking, damage or condemnation does not cause a material
diminution in the value of the Premises in which case all Condemnation Proceeds
for damages to the Property shall be payable to the Mortgagor. Mortgagee shall
make available to Mortgagor the Condemnation Proceeds for the restoration of the
Premises if Mortgagor satisfies all of the conditions set forth in this Section
5.6 hereof for disbursement of insurance proceeds. In all other cases Mortgagee
shall have the right, at its option, to apply the Condemnation Proceeds upon or
in reduction of the indebtedness secured hereby, whether due or not. If
Mortgagee is entitled to and does elect to apply Condemnation Proceeds upon or
in reduction of the indebtedness secured hereby, then Mortgagee shall reduce the
then outstanding balance of the Advances under the Term Loan Agreement by the
amount of the Condemnation Proceeds received and so applied by Mortgagee. If the
Condemnation Proceeds are required to be used as aforesaid to reimburse
Mortgagor for the cost of rebuilding or restoring buildings or improvements on
the Property, or if Mortgagee elects that the Condemnation Proceeds be so used,
and the buildings and other improvements shall be rebuilt or restored, the
Condemnation Proceeds shall be paid out in the same manner as is provided in
this Section 5.6 hereof for the payment of insurance proceeds toward the cost of
rebuilding or restoration of such buildings and other improvements. Any surplus
which may remain out of the Condemnation Proceeds after payment of such cost of
rebuilding or restoration shall, at the option of Mortgagee, be applied on
account of the indebtedness secured hereby or be paid to any other party
entitled thereto.

     5.7 Maintenance and Preservation of Property.

          (a) Mortgagor shall insure the Property as required by Schedule 7 of
     the Term Loan Agreement and keep the Property in good condition and repair.

          (b) Except as required by the terms of any lease approved by
     Administrative Agent, Mortgagor shall not remove or demolish the Property
     or any material part of it in any way, or materially alter, restore or add
     to the Property, or initiate or allow any material change or variance in
     any zoning or other Premises use classification which adversely affects the
     Property or any material part of it, except with Mortgagee's express prior
     written consent in each instance; the term "materially" or "material" as
     used in this Section 5.7(b) shall mean having a monetary effect in an
     amount greater than $5,000,000.

          (c) Mortgagor shall not commit or allow any act upon or use of the
     Property which would violate: (i) any applicable Laws or order of any
     Governmental Authority, whether now existing or later to be enacted and
     whether foreseen or unforeseen; or (ii) any public or private covenant,
     condition, restriction or equitable servitude affecting the Property.
     Mortgagor shall not bring or keep any article on the Property or cause or
     allow any condition to exist on it, if that could invalidate or would be
     prohibited by any insurance coverage required to be maintained by Mortgagor
     on the Property or any part of it under the Term Loan Agreement.

          (d) Mortgagor shall not commit or allow waste of the Property,
     including those acts or omissions characterized under the Term Loan
     Agreement as waste which arises out of Materials of Environmental Concern.


                                      -9-


          (e) Mortgagor shall perform all other acts which from the character or
     use of the Property may be reasonably necessary to maintain and preserve
     its value.

     5.8 Releases, Extensions, Modifications and Additional Security. From time
to time, Mortgagee may perform any of the following acts without incurring any
liability or giving notice to any person:

          (a) Release any person liable for payment of any Secured Obligation;

          (b) Extend the time for payment, or otherwise alter the terms of
     payment, of any Secured Obligation;

          (c) Accept additional real or personal property of any kind as
     security for any Secured Obligation, whether evidenced by deeds of trust,
     mortgages, security agreements or any other instruments of security;

          (d) Alter, substitute or release any property securing the Secured
     Obligations;

          (e) Consent to the making of any plat or map of the Property or any
     part of it;

          (f) Join in granting any easement or creating any restriction
     affecting the Property; or

          (g) Join in any subordination or other agreement affecting this
     Mortgage or the lien of it; or

          (h) Release the Property or any part of it.

     5.9 Release. If Mortgagor shall fully pay all principal and interest on the
Notes, and all other indebtedness secured hereby and comply with all of the
other terms and provisions hereof to be performed and complied with by
Mortgagor, Mortgagee, upon written request of Mortgagor, shall release this
Mortgage and the lien thereof by proper instrument upon payment and discharge of
the amounts required under the Term Loan Agreement and payment of any filing fee
in connection with such release. Mortgagor shall pay any costs of preparation
and recordation of such release.

     5.10 Compensation, Exculpation, Indemnification.

          (a) Mortgagor agrees to pay fees required by and pursuant to the Term
     Loan Agreement, for any services that Mortgagee may render in connection
     with this Mortgage, including Mortgagee's providing a statement of the
     Secured Obligations or providing the release pursuant to Section 5.9 above.
     Mortgagor shall also pay or reimburse all of Mortgagee's costs and expenses
     which may be incurred in rendering any such services. Mortgagor further
     agrees to pay or reimburse Mortgagee for all costs, expenses and other
     advances which may be incurred or made by Mortgagee in any efforts to
     enforce any terms of this Mortgage, including any rights or remedies
     afforded to Mortgagee under Section 6.4, whether any lawsuit is filed or
     not, or in defending any action or proceeding arising under or relating to
     this Mortgage, including attorneys' fees and other legal costs, costs of
     any Foreclosure Sale (as defined in Subsection 6.4(i) below) and any cost


                                      -10-


     of evidence of title. If Mortgagee chooses to dispose of Property through
     more than one Foreclosure Sale, Mortgagor shall pay all costs, expenses or
     other advances that may be incurred or made by Mortgagee in each of such
     Foreclosure Sales. In any suit to foreclose the lien hereof or enforce any
     other remedy of Mortgagee under this Mortgage or the Note, there shall be
     allowed and included as additional indebtedness in the decree for sale or
     other judgment or decree all expenditures and expenses which may be paid or
     incurred by or on behalf of Mortgagee for reasonable attorneys' costs and
     fees (including the costs and fees of paralegals), survey charges,
     appraiser's fees, inspecting engineer's and/or architect's fees, fees for
     environmental studies and assessments and all additional expenses incurred
     by Mortgagee with respect to environmental matters, outlays for documentary
     and expert evidence, stenographers' charges, publication costs, and costs
     (which may be estimated as to items to be expended after entry of the
     decree) of procuring all such abstracts of title, title searches and
     examinations, title insurance policies, and similar data and assurances
     with respect to title as Mortgagee may deem reasonably necessary either to
     prosecute such suit or to evidence to bidders at any sale which may be had
     pursuant to such decree the true condition of the title to, the value of or
     the environmental condition of the Property. All expenditures and expenses
     of the nature in this Subsection mentioned, and such expenses and fees as
     may be incurred in the protection of the Property and maintenance of the
     lien of this Mortgage, including the fees of any attorney (including the
     costs and fees of paralegals) employed by Mortgagee in any litigation or
     proceeding affecting this Mortgage, the Note or the Property, including
     probate and bankruptcy proceedings, or in preparation for the commencement
     or defense of any proceeding or threatened suit or proceeding, shall be
     immediately due and payable by Mortgagor, with interest thereon at the
     Default Rate and shall be secured by this Mortgage.

          (b) Mortgagee shall not be directly or indirectly liable to Mortgagor
     or any other person as a consequence of any of the following:

               (i) Mortgagee's exercise of or failure to exercise any rights,
          remedies or powers granted to Mortgagee in this Mortgage;

               (ii) Mortgagee's failure or refusal to perform or discharge any
          obligation or liability of Mortgagor under any agreement related to
          the Property or under this Mortgage; or

               (iii) Any loss sustained by Mortgagor or any third party
          resulting from Mortgagee's failure to lease the Property, or from any
          other act or omission of Mortgagee in managing the Property, after an
          Event of Default, unless the loss is caused by the willful misconduct,
          gross negligence, or bad faith of Mortgagee.

     Mortgagor hereby expressly waives and releases all liability of the types
     described above, and agrees that no such liability shall be asserted
     against or imposed upon Mortgagee.

          (c) Mortgagor agrees to indemnify Mortgagee against and hold it
     harmless from all losses, damages, liabilities, claims, causes of action,
     judgments, court costs, attorneys' fees and other legal expenses, cost of
     evidence of title, cost of evidence of value, and other costs and expenses
     which it may suffer or incur, unless caused by the gross negligence,
     willful misconduct or bad faith of the Mortgagee:


                                      -11-


               (i) In performing any act required or permitted by this Mortgage
          or any of the other Loan Documents or by law;

               (ii) Because of any failure of Mortgagor to perform any of its
          obligations; or

               (iii) Because of any alleged obligation of or undertaking by
          Mortgagee to perform or discharge any of the representations,
          warranties, conditions, covenants or other obligations in any document
          relating to the Property other than the Loan Documents.

     This agreement by Mortgagor to indemnify Mortgagee shall survive the
     release and cancellation of any or all of the Secured Obligations and the
     full or partial release of this Mortgage.

          (d) Mortgagor shall pay all obligations to pay money arising under
     this Section 5.10 immediately upon demand by Mortgagee. Each such
     obligation shall be added to, and considered to be part of, the principal
     of the Note, and shall bear interest from the date the obligation arises at
     the Default Rate.

     5.11 Defense and Notice of Claims and Actions. At Mortgagor's sole expense,
Mortgagor shall protect, preserve and defend the Property and title to and right
of possession of the Property, and the security of this Mortgage and the rights
and powers of Mortgagee created under it, against all adverse claims. Mortgagor
shall give Mortgagee prompt notice in writing if any claim is asserted which
does or could affect any such matters, or if any action or proceeding is
commenced which alleges or relates to any such claim.

     5.12 Subrogation. Mortgagee shall be subrogated to the liens of all
encumbrances, whether released of record or not, which are discharged in whole
or in part by Mortgagee in accordance with this Mortgage or with the proceeds of
any loan secured by this Mortgage.

     5.13 Site Visits, Observation and Testing. Mortgagee and its agents and
representatives shall have the right at any reasonable time to enter and visit
the Property for the purpose of performing appraisals, observing the Property,
and conducting non-invasive tests (unless Mortgagee has a good faith reason to
believe that the taking and removing soil or groundwater samples is required,
and in such case, conducting such tests) on any part of the Property. Mortgagee
has no duty, however, to visit or observe the Property or to conduct tests, and
no site visit, observation or testing by Mortgagee, its agents or
representatives shall impose any liability on any of Mortgagee, its agents or
representatives. In no event shall any site visit, observation or testing by
Mortgagee, its agents or representatives be a representation that Materials of
Environmental Concern are or are not present in, on or under the Property, or
that there has been or shall be compliance with any law, regulation or ordinance
pertaining to Materials of Environmental Concern or any other applicable
governmental law. Neither Mortgagor nor any other party is entitled to rely on
any site visit, observation or testing by any of Mortgagee, its agents or
representatives. Neither Mortgagee, its agents or representatives owe any duty
of care to protect Mortgagor or any other party against, or to inform Mortgagor
or any other party of, any Materials of Environmental Concern or any other
adverse condition affecting the Property. Mortgagee shall give Mortgagor
reasonable notice before entering the Property. Mortgagee shall make reasonable
efforts to avoid interfering with Mortgagor's use of the Property in exercising
any rights provided in this Section 5.13. Notwithstanding the foregoing, all
rights granted to Mortgagee under this Section 5.13 are subject to all rights of
tenants to the Property.


                                      -12-


     5.14 Notice of Change. Mortgagor shall give Mortgagee prior written notice
of any change in: (a) the location of its place of business or its chief
executive office if it has more than one place of business; (b) the location of
any of the Property, including the Books and Records; and (c) Mortgagor's name
or business structure. Unless otherwise approved by Mortgagee in writing, all
Property that consists of personal property (other than the Books and Records)
will be located on the Premises and all Books and Records will be located at
Mortgagor's place of business or chief executive office if Mortgagor has more
than one place of business.

     5.15 Ground Lease.

          (a) Mortgagor will: (i) pay the rent required by the Ground Lease as
     the same becomes due and payable; (ii) promptly perform and observe all of
     the material covenants, agreements, obligations and conditions required to
     be performed and observed by Mortgagor under the Ground Lease, and do all
     things necessary to preserve and keep unimpaired its rights thereunder;
     (iii) promptly notify Lender in writing of the commencement of a proceeding
     under the federal bankruptcy laws by or against Mortgagor or, upon
     Mortgagor's receipt of notification thereof, the lessor under the Ground
     Lease; (iv) if any of the indebtedness secured hereby remains unpaid at the
     time when notice may be given by the lessee under the Ground Lease of the
     exercise of any right to renew or extend the term of the Ground Lease,
     promptly give notice to the lessor thereunder of the exercise of such right
     of extension or renewal; (v) in case any proceeds of insurance upon the
     Property or any part thereof are deposited with any Person other than
     Mortgagee, promptly notify Mortgagee in writing of the name and address of
     the Person with whom such proceeds have been deposited and the amount so
     deposited; (vi) promptly notify Mortgagee in writing of the receipt by
     Mortgagor of any notice (other than notices customarily sent on a regular
     periodic basis) from the lessor under the Ground Lease and of any notice
     noting or claiming any default by Mortgagor in the performance or
     observance of any of the terms, covenants, or conditions on the part of
     Mortgagor to be performed or observed under the Ground Lease; (vii)
     promptly notify Mortgagee in writing of the receipt by Mortgagor of any
     notice from the lessor of any termination of the Ground Lease and promptly
     cause a copy of each such notice to be delivered to Mortgagee; and (viii)
     promptly notify Mortgagee in writing of any request made by either party to
     the Ground Lease to the other party thereto for arbitration or appraisal
     proceedings pursuant to the Ground Lease, and of the institution of any
     arbitration or appraisal proceedings and promptly deliver to Mortgagee a
     copy of the determination of the arbitrators or appraisers in each such
     proceeding.

          (b) Except as set forth in Article 11 of the Ground Lease in
     connection with the transfer of fee title to the Property to Mortgagor,
     Mortgagor will not surrender the Ground Lease or Mortgagor's leasehold
     estate and interest therein, nor terminate or cancel the Ground Lease; and
     will not, without the prior written consent of Mortgagee, modify, change,
     supplement, alter or amend the Ground Lease, either orally or in writing,
     and as further security for the repayment of the indebtedness hereby
     secured and for the performance of the covenants, agreements, obligations
     and conditions herein and in the Ground Lease contained, Mortgagor hereby
     assigns to Mortgagee all of its rights, privileges and prerogatives as
     lessee under the Ground Lease to terminate, cancel, modify, change,
     supplement, alter or amend the Ground Lease and any such termination,
     cancellation, modification, change, supplement, alteration or amendment of
     the Ground Lease, without the prior written consent thereto by Mortgagee,
     shall be void and of no force and effect. Without limiting the generality
     of the foregoing, Mortgagor will not reject the Ground Lease pursuant to


                                      -13-


     Section 365(a) of the Bankruptcy Code or any successor law, or allow the
     Ground Lease to be deemed rejected by inaction and lapse of time, and will
     not elect to treat the Ground Lease as terminated by the related lessor's
     rejection of such Ground Lease pursuant to Section 365(h)(1) of the
     Bankruptcy Code or any successor law, and as further security for the
     repayment of the indebtedness secured hereby and for the performance of the
     covenants, agreements, obligations and conditions herein and in the Ground
     Lease contained. Mortgagor hereby assigns to Mortgagee all of its rights,
     privileges and prerogatives of Mortgagor and Mortgagor's bankruptcy trustee
     to deal with the Ground Lease, which right may arise as a result of the
     commencement of a proceeding under the federal bankruptcy laws by or
     against Mortgagor or any lessor under the Ground Lease including, without
     limitation, the right to assume or reject, or to compel the assumption or
     rejection of the Ground Lease pursuant to Section 365(a) of the Bankruptcy
     Code or any successor law, the right to seek and obtain extensions of time
     to assume or reject the Ground Lease, the right to elect whether to treat
     the Ground Lease as terminated by the lessor's rejection of such Ground
     Lease or to remain in possession of the Property and offset damages
     pursuant to Section 365(b)(1) of the Bankruptcy Code or any successor law;
     and any exercise of such rights, privileges or prerogatives by Mortgagor or
     Mortgagor's bankruptcy trustee without the prior written consent thereto by
     Mortgagee shall be void and of no force and effect. No release or
     forbearance of any of Mortgagor's obligations as lessee under the Ground
     Lease, whether pursuant to the Ground Lease or otherwise, shall release
     Mortgagor from any of its obligations under this Mortgage, including, but
     not limited to, Mortgagor's obligations with respect to the payment of rent
     as provided for in the Ground Lease and the observance and performance of
     all of the covenants, agreements, obligations and conditions contained in
     the Ground Lease to be observed and performed by the lessee thereunder.
     Unless Mortgagee shall otherwise expressly consent in writing, the fee
     title to the real property demised by the Ground Lease and the leasehold
     estate thereunder shall not merge, but shall always remain separate and
     distinct, notwithstanding the union of such estates either in Mortgagor or
     in a third party by purchase or otherwise.

          (c) Upon the written demand of Mortgagee, Mortgagor will promptly
     deliver to Mortgagee a certificate stating that the Ground Lease is in full
     force and effect, is unmodified, that no notice of termination thereon has
     been served on Mortgagor, stating the date to which the net rent has been
     paid and stating, to the knowledge of Mortgagor, whether or not there are
     any defaults thereunder and specifying the nature of such defaults, if any.
     Mortgagor shall deliver to Mortgagee such certificate within twenty (20)
     days after Mortgagee's demand therefor.

          (d) Mortgagor will furnish to Mortgagee upon demand, proof of payment
     of all items which are required to be paid by Mortgagor pursuant to the
     Ground Lease.

     5.16 Right to Conveyance of Fee Title. Mortgagor hereby relinquishes
forever its right to cause fee title to the premises demised by the Ground Lease
to be conveyed to any party other than to Mortgagor pursuant to Article 11 of
the Ground Lease, as amended, unless specifically and expressly consented to by
Mortgagee. Mortgagor agrees to exercise its right to purchase fee title to the
premises demised by the Ground Lease at the earliest date permitted thereunder
and that upon such purchase this Mortgage shall be deemed to encumber such fee
title without further action by the parties.


                                      -14-


6.   Transfers, Default and Remedies.

     6.1 Transfers. Mortgagor acknowledges that Mortgagee is making one or more
advances under the Term Loan Agreement in reliance on the expertise, skill and
experience of Mortgagor; thus, the Secured Obligations include material elements
similar in nature to a personal service contract. In consideration of
Mortgagee's reliance, Mortgagor agrees that Mortgagor shall not make any
transfer of the Property or transfer of its interests therein, except for leases
in the ordinary course (a "Transfer"), unless the Transfer is preceded by
Mortgagee's express written consent to the particular transaction and
transferee. Mortgagee may withhold such consent in its sole discretion.

     6.2 Events of Default. Mortgagor will be in default under this Mortgage
upon the occurrence of any one or more of the following events (some or all
collectively, "Events of Default;" any one singly, an "Event of Default"):

          (a) If a default shall occur with respect to covenants, agreements and
     obligations of Mortgagor under this Mortgage involving the payment of money
     (other than a default in the payment of principal when due as provided in
     Section 7.1 of the Term Loan Agreement) and shall continue for a period of
     five (5) business days after the due date thereof; or

          (b) If there is a failure to perform or observe any of the other
     covenants, agreements and conditions contained in this Mortgage in
     accordance with the terms hereof, and such default continues unremedied for
     a period of thirty (30) days after written notice from Mortgagee to
     defaulting Mortgagor of the occurrence thereof; or

          (c) An "Event of Default" occurs under the Term Loan Agreement or any
     other Loan Document.

     6.3 Remedies. At any time after an Event of Default, Mortgagee shall be
entitled to invoke any and all of the rights and remedies described below, in
addition to all other rights and remedies available to Mortgagee at law or in
equity. All of such rights and remedies shall be cumulative, and the exercise of
any one or more of them shall not constitute an election of remedies.

          (a) Acceleration. Upon the occurrence and continuation of any Event of
     Default the whole of the principal sum hereby secured shall, at once either
     automatically or at the option of Mortgagee as described in Section 8.1 of
     the Term Loan Agreement, become immediately due and payable, together with
     accrued interest thereon, without any presentment, demand, protest or
     notice of any kind to Mortgagor.

          (b) Receiver. Mortgagee shall, as a matter of right, without notice
     and without giving bond to Mortgagor or anyone claiming by, under or
     through Mortgagor, and without regard for the solvency or insolvency of
     Mortgagor or the then value of the Property, to the extent permitted by
     applicable law, be entitled to have a receiver appointed for all or any
     part of the Property and the Rents, and the proceeds, issues and profits
     thereof, with the rights and powers referenced below and such other rights
     and powers as the court making such appointment shall confer, and Mortgagor
     hereby consents to the appointment of such receiver and shall not oppose
     any such appointment. Such receiver shall have all powers and duties
     prescribed by applicable law, all other powers which are necessary or usual
     in such cases for the protection, possession, control, management and
     operation of the Property, and such rights and powers as Mortgagee would
     have, upon entering and taking possession of the Property under subsection
     (c) below.


                                      -15-


          (c) Entry. Mortgagee, in person, by agent or by court-appointed
     receiver, may enter, take possession of, manage and operate all or any part
     of the Property, and may also do any and all other things in connection
     with those actions that Mortgagee may in its sole discretion consider
     necessary and appropriate to protect the security of this Mortgage. Such
     other things may include: taking and possessing all of Mortgagor's or the
     then owner's Books and Records; entering into, enforcing, modifying or
     canceling leases on such terms and conditions as Mortgagee may consider
     proper; obtaining and evicting tenants; fixing or modifying Rents;
     collecting and receiving any payment of money owing to Mortgagee;
     completing any unfinished construction; and/or contracting for and making
     repairs and alterations. If Mortgagee so requests, Mortgagor shall assemble
     all of the Property that has been removed from the Premises and make all of
     it available to Mortgagee at the site of the Premises. Mortgagor hereby
     irrevocably constitutes and appoints Mortgagee as Mortgagor's
     attorney-in-fact to perform such acts and execute such documents as
     Mortgagee in its sole discretion may consider to be appropriate in
     connection with taking these measures, including endorsement of Mortgagor's
     name on any instruments.

          (d) Cure; Protection of Security. Mortgagee may cure any breach or
     default of Mortgagor, and if it chooses to do so in connection with any
     such cure, Mortgagee may also enter the Property and/or do any and all
     other things which it may in its sole discretion consider necessary and
     appropriate to protect the security of this Mortgage, including, without
     limitation, completing construction of the improvements at the Property
     contemplated by the Term Loan Agreement. Such other things may include:
     appearing in and/or defending any action or proceeding which purports to
     affect the security of, or the rights or powers of Mortgagee under, this
     Mortgage; paying, purchasing, contesting or compromising any encumbrance,
     charge, lien or claim of lien which in Mortgagee's sole judgment is or may
     be senior in priority to this Mortgage, such judgment of Mortgagee or to be
     conclusive as among the parties to this Mortgage; obtaining insurance
     and/or paying any premiums or charges for insurance required to be carried
     under the Term Loan Agreement; otherwise caring for and protecting any and
     all of the Property; and/or employing counsel, accountants, contractors and
     other appropriate persons to assist Mortgagee. Mortgagee may take any of
     the actions permitted under this Subsection 6.3(d) either with or without
     giving notice to any person. Any amounts expended by Mortgagee under this
     Subsection 6.3(d) shall be secured by this Mortgage.

          (e) Uniform Commercial Code Remedies. Mortgagee may exercise any or
     all of the remedies granted to a secured party under the Uniform Commercial
     Code in the State in which the Property is located.

          (f) Foreclosure; Lawsuits. Mortgagee shall have the right, in one or
     several concurrent or consecutive proceedings, to foreclose the lien hereof
     upon the Property or any part thereof, for the Secured Obligations, or any
     part thereof, by any proceedings appropriate under applicable law.
     Mortgagee or its nominee may bid and become the purchaser of all or any
     part of the Property at any foreclosure or other sale hereunder, and the
     amount of Mortgagee's successful bid shall be credited on the Secured
     Obligations. Without limiting the foregoing, Mortgagee may proceed by a
     suit or suits in law or equity, whether for specific performance of any


                                      -16-


     covenant or agreement herein contained or in aid of the execution of any
     power herein granted, or for any foreclosure under the judgment or decree
     of any court of competent jurisdiction. In addition to the right provided
     in Subsection 6.3(a), upon, or at any time after the filing of a complaint
     to foreclose this Mortgage, Mortgagee shall be entitled to the appointment
     of a receiver of the property by the court in which such complaint is
     filed, and Mortgagor hereby consents to such appointment.

          (g) Other Remedies. Mortgagee may exercise all rights and remedies
     contained in any other instrument, document, agreement or other writing
     heretofore, concurrently or in the future executed by Mortgagor or any
     other person or entity in favor of Mortgagee in connection with the Secured
     Obligations or any part thereof, without prejudice to the right of
     Mortgagee thereafter to enforce any appropriate remedy against Mortgagor.
     Mortgagee shall have the right to pursue all remedies afforded to a
     mortgagee under applicable law, and shall have the benefit of all of the
     provisions of such applicable law, including all amendments thereto which
     may become effective from time to time after the date hereof.

          (h) Sale of Personal Property. Mortgagee shall have the discretionary
     right to cause some or all of the Property, which constitutes personal
     property, to be sold or otherwise disposed of in any combination and in any
     manner permitted by applicable law.

               (i) For purposes of this power of sale, Mortgagee may elect to
          treat as personal property any Property which is intangible or which
          can be severed from the Premises or Improvements without causing
          structural damage. If it chooses to do so, Mortgagee may dispose of
          any personal property, in any manner permitted by Article 9 of the
          Uniform Commercial Code of the State in which the Property is located,
          including any public or private sale, or in any manner permitted by
          any other applicable law.

               (ii) In connection with any sale or other disposition of such
          Property, Mortgagor agrees that the following procedures constitute a
          commercially reasonable sale: Mortgagee shall mail written notice of
          the sale to Mortgagor not later than thirty (30) days prior to such
          sale. Mortgagee will publish notice of the sale in a local daily
          newspaper of general circulation. Upon receipt of any written request,
          Mortgagee will make the Property available to any bona fide
          prospective purchaser for inspection during reasonable business hours.
          Notwithstanding, Mortgagee shall be under no obligation to consummate
          a sale if, in its judgment, none of the offers received by it equals
          the fair value of the Property offered for sale. The foregoing
          procedures do not constitute the only procedures that may be
          commercially reasonable.

          (i) Single or Multiple Foreclosure Sales. If the Property consists of
     more than one lot, parcel or item of property, Mortgagee may:

               (i) Designate the order in which the lots, parcels and/or items
          shall be sold or disposed of or offered for sale or disposition; and

               (ii) Elect to dispose of the lots, parcels and/or items through a
          single consolidated sale or disposition to be held or made under or in
          connection with judicial proceedings, or by virtue of a judgment and
          decree of foreclosure and sale; or through two or more such sales or
          dispositions; or in any other manner Mortgagee may deem to be in its


                                      -17-


          best interests (any such sale or disposition, a "Foreclosure Sale;"
          and any two or more, "Foreclosure Sales").

          If Mortgagee chooses to have more than one Foreclosure Sale, Mortgagee
          at its option may cause the Foreclosure Sales to be held
          simultaneously or successively, on the same day, or on such different
          days and at such different times and in such order as Mortgagee may
          deem to be in its best interests. No Foreclosure Sale shall terminate
          or affect the liens of this Mortgage on any part of the Property which
          has not been sold, until all of the Secured Obligations have been paid
          in full.

     6.4 Credit Bids. At any Foreclosure Sale, any person, including Mortgagor
or Mortgagee, may bid for and acquire the Property or any part of it to the
extent permitted by then applicable law. Instead of paying cash for such
property, Mortgagee may settle for the purchase price by crediting the sales
price of the property against the following obligations:

          (a) First, the portion of the Secured Obligations attributable to the
     expenses of sale, costs of any action and any other sums for which
     Mortgagor is obligated to pay or reimburse Mortgagee under Section 5.10 of
     this Mortgage; and

          (b) Second, all other Secured Obligations in any order and proportions
     as Mortgagee in its sole discretion may choose.

     6.5 Application of Foreclosure Sale Proceeds. Mortgagee shall apply the
proceeds of any Foreclosure Sale in the following manner:

          (a) First, to pay the portion of the Secured Obligations attributable
     to the expenses of sale, costs of any action and any other sums for which
     Mortgagor is obligated to reimburse Mortgagee under Section 5.10 of this
     Mortgage;

          (b) Second, to pay the portion of the Secured Obligations attributable
     to any sums expended or advanced by Mortgagee under the terms of this
     Mortgage which then remain unpaid;

          (c) Third, to pay all other Secured Obligations in any order and
     proportions as Mortgagee in its sole discretion may choose; and

          (d) Fourth, to remit the remainder, if any, to the person or persons
     entitled to it.

     6.6 Application of Rents and Other Sums. Mortgagee shall apply any and all
Rents collected by it, and any and all sums other than proceeds of a Foreclosure
Sale which Mortgagee may receive or collect under Section 6.3 above, in the
following manner:

          (a) First, to pay the portion of the Secured Obligations attributable
     to the costs and expenses of operation and collection that may be incurred
     by Mortgagee or any receiver;

          (b) Second, to pay all other Secured Obligations in any order and
     proportions as Mortgagee in its sole discretion may choose; and


                                      -18-


          (c) Third, to remit the remainder, if any, to the person or persons
     entitled to it.

Mortgagee shall have no liability for any funds which it does not actually
receive.

7.   Miscellaneous Provisions.

     7.1 Additional Provisions. The Loan Documents fully state all of the terms
and conditions of the parties' agreement regarding the matters mentioned in or
incidental to this Mortgage. The Loan Documents also grant further rights to
Mortgagee and contain further agreements and affirmative and negative covenants
by Mortgagor which apply to this Mortgage and to the Property.

     7.2 No Waiver or Cure.

          (a) Each waiver by Mortgagee must be in writing, and no waiver shall
     be construed as a continuing waiver. No waiver shall be implied from any
     delay or failure by Mortgagee to take action on account of any default of
     Mortgagor. Consent by Mortgagee to any act or omission by Mortgagor shall
     not be construed as a consent to any other or subsequent act or omission or
     to waive the requirement for Mortgagee's consent to be obtained in any
     future or other instance.

          (b) If any of the events described below occurs, that event alone
     shall not: cure or waive any breach, Event of Default or notice of default
     under this Mortgage or invalidate any act performed pursuant to any such
     default or notice; or nullify the effect of any notice of default or sale
     (unless all Secured Obligations then due have been paid and performed and
     all other defaults under the Loan Documents have been cured); or impair the
     security of this Mortgage; or prejudice Mortgagee or any receiver in the
     exercise of any right or remedy afforded any of them under this Mortgage;
     or be construed as an affirmation by Mortgagee of any tenancy, lease or
     option, or a subordination of the lien of this Mortgage.

               (i) Mortgagee, its agent or a receiver takes possession of all or
          any part of the Property in the manner provided in Subsection 6.3(c).

               (ii) Mortgagee collects and applies Rents as permitted under
          Sections 2.3 and 6.6 above, either with or without taking possession
          of all or any part of the Property.

               (iii) Mortgagee receives and applies to any Secured Obligation
          any proceeds of any Property, including any proceeds of insurance
          policies, condemnation awards, or other claims, property or rights
          assigned to Mortgagee under Section 5.5 and Section 5.6 above.

               (iv) Mortgagee makes a site visit, observes the Property and/or
          conducts tests as permitted under Section 5.13 above.

               (v) Mortgagee receives any sums under this Mortgage or any
          proceeds of any collateral held for any of the Secured Obligations,
          and applies them to one or more Secured Obligations.


                                      -19-


               (vi) Mortgagee or any receiver invokes any right or remedy
          provided under this Mortgage.

     7.3 Powers of Mortgagee.

          (a) If Mortgagee performs any act which it is empowered or authorized
     to perform under this Mortgage, including any act permitted by Section 5.8
     or Subsection 6.3(d) of this Mortgage, that act alone shall not release or
     change the personal liability of any person for the payment and performance
     of the Secured Obligations then outstanding, or the lien of this Mortgage
     on all or the remainder of the Property for full payment and performance of
     all outstanding Secured Obligations. The liability of the original
     Mortgagor shall not be released or changed if Mortgagee grants any
     successor in interest to Mortgagor any extension of time for payment, or
     modification of the terms of payment, of any Secured Obligation. Mortgagee
     shall not be required to comply with any demand by the original Mortgagor
     that Mortgagee refuse to grant such an extension or modification to, or
     commence proceedings against, any such successor in interest.

          (b) Mortgagee may take any of the actions permitted under Subsections
     6.3(b) and/or 6.3(c) regardless of the adequacy of the security for the
     Secured Obligations, or whether any or all of the Secured Obligations have
     been declared to be immediately due and payable, or whether notice of
     default and election to sell has been given under this Mortgage.

          (c) From time to time, Mortgagee may apply to any court of competent
     jurisdiction for aid and direction in executing and enforcing the rights
     and remedies created under this Mortgage. Mortgagee may from time to time
     obtain orders or decrees directing, confirming or approving acts in
     executing and enforcing these rights and remedies.

     7.4 Merger. No merger shall occur as a result of Mortgagee's acquiring any
other estate in or any other lien on the Property unless Mortgagee consents to a
merger in writing.

     7.5 Joint and Several Liability. If Mortgagor consists of more than one
person, each shall be jointly and severally liable for the faithful performance
of all of Mortgagor's obligations under this Mortgage.

     7.6 Applicable Law. The creation, perfection and enforcement of the lien of
this Mortgage shall be governed by the law of the State in which the property is
located. Subject to the foregoing, in all other respects, this Mortgage shall be
governed by the substantive laws of the State of Kansas.

     7.7 Successors in Interest. The terms, covenants and conditions of this
Mortgage shall be binding upon and inure to the benefit of the heirs, successors
and assigns of the parties. However, this Section 7.7 does not waive the
provisions of Section 6.1 above.

     7.8 Interpretation.

          (a) Whenever the context requires, all words used in the singular will
     be construed to have been used in the plural, and vice versa, and each
     gender will include any other gender. The captions of the sections of this
     Mortgage are for convenience only and do not define or limit any terms or
     provisions. The word "include(s)" means "include(s), without limitation,"
     and the word "including" means "including, but not limited to."


                                      -20-


          (b) The word "obligations" is used in its broadest and most
     comprehensive sense, and includes all primary, secondary, direct, indirect,
     fixed and contingent obligations. It further includes all principal,
     interest, prepayment charges, late charges, loan fees and any other fees
     and charges accruing or assessed at any time, as well as all obligations to
     perform acts or satisfy conditions.

          (c) No listing of specific instances, items or matters in any way
     limits the scope or generality of any language of this Mortgage. The
     Exhibits to this Mortgage are hereby incorporated in this Mortgage.

     7.9 [Intentionally Omitted.]

     7.10 Waiver of Statutory Rights. To the extent permitted by law, Mortgagor
hereby agrees that it shall not and will not apply for or avail itself of any
appraisement, valuation, stay, extension or exemption laws, or any so-called
"Moratorium Laws," now existing or hereafter enacted, in order to prevent or
hinder the enforcement or foreclosure of this Mortgage, but hereby waives the
benefit of such laws. Mortgagor for itself and all who may claim through or
under it waives any and all right to have the property and estates comprising
the Property marshalled upon any foreclosure of the lien hereof and agrees that
any court having jurisdiction to foreclose such lien may order the Property sold
as an entirety. Mortgagor hereby waives any and all rights of redemption from
sale under any judgment of foreclosure of this Mortgage on behalf of Mortgagor
and on behalf of each and every person acquiring any interest in or title to the
Property of any nature whatsoever, subsequent to the date of this Mortgage. The
foregoing waiver of right of redemption is made pursuant to the provisions of
applicable law.

     7.11 Severability. If any provision of this Mortgage should be held
unenforceable or void, that provision shall be deemed severable from the
remaining provisions and shall in no way affect the validity of this Mortgage
except that if such provision relates to the payment of any monetary sum, then
Mortgagee may, at its option, declare all Secured Obligations immediately due
and payable.

     7.12 Notices. Any notice, demand, request or other communication which any
party hereto may be required or may desire to give hereunder shall be in writing
and shall be deemed to have been properly given (a) if hand delivered, when
delivered; (b) if mailed by United States Certified Mail (postage prepaid,
return receipt requested), three Business Days after mailing (c) if by Federal
Express or other reliable overnight courier service, on the next Business Day
after delivered to such courier service or (d) if by telecopier on the day of
transmission so long as copy is sent on the same day by overnight courier as set
forth below:


Mortgagor:          GM Olathe, LLC
                    c/o Glimcher Properties Limited Partnership
                    150 East Gay Street
                    Columbus, Ohio 43215
                    Attention: General Counsel
                    Telephone:  (614) 887-5619
                    Facsimile:  (614) 621-8863


                                      -21-


Mortgagee:          KeyBank National Association
                    127 Public Square
                    Cleveland, Ohio 44114
                    Attention: Commercial Real Estate Department
                    Phone: 216-689-4660
                    Facsimile: 216-689-4997


With a copy to:     Sonnenschein Nath & Rosenthal LLP
                    7800 Sears Tower
                    233 South Wacker
                    Chicago, Illinois 60606
                    Attention: Patrick G. Moran, Esq.
                    Telephone  312-876-8132
                    Facsimile  312-876-7932

or at such other address as the party to be served with notice may have
furnished in writing to the party seeking or desiring to serve notice as a place
for the service of notice.

     Any notice or demand delivered to the person or entity named above to
accept notices and demands for Mortgagor shall constitute notice or demand duly
delivered to Mortgagor, even if delivery is refused.

     7.13 Mortgagee's Lien for Service Charge and Expenses. At all times,
regardless of whether any Loan proceeds have been disbursed, this Mortgage
secures the payment of any and all loan commissions, service charges, liquidated
damages, expenses and advances due to or incurred by Mortgagee not to exceed the
maximum amount secured hereby. For purposes hereof, all obligations of Mortgagor
to Mortgagee under all Rate Management Transactions and any indebtedness or
obligation contained therein or evidenced thereby shall be considered an
obligation of Mortgagor secured hereby pursuant to the Term Loan Agreement;
provided however that in no event shall the total amount secured hereby exceed
$30,000,000.

     7.14 WAIVER OF TRIAL BY JURY. MORTGAGOR HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVES ANY RIGHT THAT IT MAY HAVE TO A TRIAL BY JURY IN ANY
LITIGATION ARISING IN ANY WAY IN CONNECTION WITH THIS MORTGAGE, THE NOTE, OR ANY
OF THE OTHER LOAN DOCUMENTS, THE LOAN OR ANY OTHER STATEMENTS OR ACTIONS OF
MORTGAGOR OR MORTGAGEE. MORTGAGOR ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED IN
THE SIGNING OF THIS MORTGAGE AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT
LEGAL COUNSEL SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS DISCUSSED THIS
WAIVER WITH SUCH LEGAL COUNSEL. MORTGAGOR FURTHER ACKNOWLEDGES THAT (I) IT HAS
READ AND UNDERSTANDS THE MEANING AND RAMIFICATIONS OF THIS WAIVER, (II) THIS
WAIVER IS A MATERIAL INDUCEMENT FOR MORTGAGEE TO MAKE THE LOAN, ENTER INTO THIS
MORTGAGE AND EACH OF THE OTHER LOAN DOCUMENTS, AND (III) THIS WAIVER SHALL BE
EFFECTIVE AS TO EACH OF SUCH OTHER LOAN DOCUMENTS AS IF FULLY INCORPORATED
THEREIN.


                                      -22-


     7.15 Incorporation of Term Loan Agreement and Environmental Indemnity
Agreement. The terms and provisions of the Term Loan Agreement and that certain
Environmental Indemnity Agreement (the "Indemnity") dated as of even date
herewith, are incorporated herein by express reference. All advances and
indebtedness arising and accruing under the Term Loan Agreement from time to
time, whether or not the resulting indebtedness secured hereby may exceed the
face amount of the Notes, shall be secured hereby to the same extent as though
said Term Loan Agreement were fully incorporated in this Mortgage, and the
occurrence of any Event of Default under said Term Loan Agreement shall
constitute a Event of Default under this Mortgage entitling Mortgagee to all of
the rights and remedies conferred upon Mortgagee by the terms of both this
Mortgage and the Term Loan Agreement. Mortgagor hereby agrees to comply with all
covenants and fulfill all obligations set forth in the Term Loan Agreement and
Indemnity which pertain to the Premises as if Mortgagor were a party to such
documents.

     7.16 Inconsistencies. In the event of any inconsistency between this
Mortgage and the Term Loan Agreement, the terms hereof shall be controlling as
necessary to create, preserve and/or maintain a valid security interest upon the
Property, otherwise the provisions of the Term Loan Agreement shall be
controlling.

     7.17 Partial Invalidity; Maximum Allowable Rate of Interest. Mortgagor and
Mortgagee intend and believe that each provision in this Mortgage and the Notes
comports with all applicable local, state and federal laws and judicial
decisions. However, if any provision or provisions, or if any portion of any
provision or provisions, in this Mortgage or the Notes is found by a court of
law to be in violation of any applicable local, state or federal ordinance,
statute, law, administrative or judicial decision, or public policy, and if such
court should declare such portion, provision or provisions of this Mortgage and
the Notes to be illegal, invalid, unlawful, void or unenforceable as written,
then it is the intent both of Mortgagor and Mortgagee that such portion,
provision or provisions shall be given force to the fullest possible extent that
they are legal, valid and enforceable, that the remainder of this Mortgage and
the Notes shall be construed as if such illegal, invalid, unlawful, void or
unenforceable portion, provision or provisions were not contained therein, and
that the rights, obligations and interest of Mortgagor and Mortgagee under the
remainder of this Mortgage and the Notes shall continue in full force and
effect. All agreements herein and in the Notes are expressly limited so that in
no contingency or event whatsoever, whether by reason of advancement of the
proceeds hereof, acceleration of maturity of the unpaid principal balance of the
Notes, or otherwise, shall the amount paid or agreed to be paid to the Holders
for the use, forbearance or detention of the money to be advanced hereunder
exceed the highest lawful rate permissible under applicable usury laws. If, from
any circumstances whatsoever, fulfillment of any provision hereof or of the
Notes or any other agreement referred to herein, at the time performance of such
provision shall be due, shall involve transcending the limit of validity
prescribed by law which a court of competent jurisdiction may deem applicable
hereto, then, ipso facto, the obligation to be fulfilled shall be reduced to the
limit of such validity and if from any circumstance the Holders shall ever
receive as interest an amount which would exceed the highest lawful rate, such
amount which would be excessive interest shall be applied to the reduction of
the unpaid principal balance due under the Notes and not to the payment of
interest.

     7.18 UCC Financing Statements. Mortgagor hereby authorizes Mortgagee to
file UCC financing statements to perfect Mortgagee's security interest in any
part of the Property. In addition, Mortgagor agrees to sign any and all other
documents that Mortgagee deems necessary in its sole discretion to perfect,
protect, and continue Mortgagee's lien and security interest on the Property.


                                      -23-


     7.19 Additional Remedies - Power of Sale. To the extent permitted by
applicable law, in addition to the remedies set forth in Section 6.3, upon the
occurrence and during the continuance of any Event of Default, Lender may sell
the Property at public outcry to the highest bidder for cash in front of the
courthouse door in the county where said Property is located, either in person
or by auctioneer or other personal representative, after having given notice of
the time, place and terms of the sale by publication once a week for three (3)
consecutive weeks prior to said sale in some newspaper published in said county,
and upon payment of the purchase money, Lender, its agent or any person
conducting the sale for Lender, is authorized to execute to the purchaser at
said sale a deed to the Property so purchased. Lender, is successor and assigns,
may bid at said sale and purchase said Property, or any part thereof, if the
highest bidder therefor. Proceeds of the sale shall be applied as provided in
the Mortgage. The purchaser at any such sale shall be under no obligation to see
to the proper application of the purchase money.

     7.20 Maturity Date. The Note presently matures on January 12, 2009.

     7.21 "THIS WRITTEN AGREEMENT IS THE FINAL EXPRESSION OF THE AMENDED AND
RESTATED MORTGAGE, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING
AMONG THE PARTIES HERETO AS THE SAME EXISTS TODAY AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF ANY PRIOR OR CONTEMPORANEOUS ORAL AGREEMENT BETWEEN THE PARTIES
HERETO. THE PARTIES HEREBY AFFIRM THAT NO UNWRITTEN ORAL CREDIT AGREEMENT
BETWEEN THE PARTIES EXISTS. THE FOLLOWING SPACE (WHICH THE PARTIES HERETO AGREE
IS SUFFICIENT SPACE) IS PROVIDED FOR THE PLACEMENT OF NONSTANDARD TERMS, IF ANY
(IF THERE ARE NO NONSTANDARD TERMS TO BE ADDED, STATE "NONE"):

         ________________________NONE__________________________________


     7.22 Future advances and maximum amount secured. This Mortgage secures all
future advances and obligations under the secured Obligations up to the maximum
principal sum of $30,000,000 for the Property located in Johnson County, Kansas.
The total amount of obligations and advances secured hereby may decrease or
increase from time to time, provided that the amount of the lien shall not
exceed, at any one time, the maximum principal sum of $30,000,000, all accrued
interest thereon, and all amounts (other than principal) payable by Borrower
under the Notes and the Term Loan Agreement, including, without limitation, all
taxes and insurance premiums paid or advanced by Mortgagee with respect to the
Property, all costs of enforcing and foreclosing on the lien of this Mortgage,
and all sums expended or incurred for the protection of the security interest
hereby created in the Property, regardless of whether the foregoing was
advanced, paid, incurred or expended now or at any future time or times.

                     [Signatures to Follow in Separate Page]


                                      -24-


     IN WITNESS WHEREOF, Mortgagor has executed this Mortgage as of the date
first above written.

                           GM OLATHE, LLC,
                           a Delaware limited liability company

                           By: GM MEZZ, LLC,
                               a Delaware limited liability company,
                               its sole member

                               By: GREAT PLAINS METROMALL, LLC,
                                   a Delaware limited liability company,
                                   its sole member

                                   By: GLIMCHER PROPERTIES LIMITED
                                       PARTNERSHIP, a Delaware limited liability
                                       company, its sole member

                                       By: GLIMCHER PROPERTIES CORPORATION,
                                           a Delaware corporation, its sole
                                           general partner


                                           By: /s/ George A. Schmidt
                                               --------------------------------
                                               Print Name: George A. Schmidt
                                               Title: Executive Vice President


                                      -25-


                                 ACKNOWLEDGMENT


STATE OF OHIO           )
                        )ss.
COUNTY OF FRANKLIN      )

     The foregoing AMENDED AND RESTATED MORTGAGE, ASSIGNMENT OF RENTS, SECURITY
AGREEMENT AND FIXTURE FILING was acknowledged before me this ___ day of January
2006, by George A. Schmidt, the Executive Vice President of Glimcher Properties
Corporation, a Delaware corporation, on behalf of said company in its capacity
as general partner of Glimcher Properties Limited Partnership, as sole member of
Great Plains Metromall LLC, as sole member of GM MEZZ, LLC, as sole member of GM
Olathe, LLC.

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



                                                _______________________________
                                                Notary Public in and for
                                                said County and State

My Commission Expires:

_____________________




                                    EXHIBIT A

                             Description of Premises


                                LEGAL DESCRIPTION


Lots 1 thru 6, and Tract A, The Great Mall, a subdivision in the City of Olathe,
recorded October 31, 1996 in Plat Book 97, Page 31, in Johnson County, Kansas.

and

All of Lot 15, The Great Mall, a subdivision in the City of Olathe, Johnson
County, Kansas, less and except that Part of Lot 15, The Great Mall, a
subdivision in the City of Olathe, Johnson County, Kansas being more
particularly described as follows:

Beginning at the Southeast corner of Lot 15, of said The Great Mall; thence S
44(0) 40' 49" W, along the South line of said Lot 15, 20.00 feet; thence S 60(0)
09' 06" W, along said South line, 779.98 feet; thence N 00(0) 07' 40" E, 137.59
feet to a point on the North line of said Lot 15; thence along said North line
on a curve to the left, having an initial tangent bearing of N 85(0) 19' 31" E,
a radius of 202.00 feet, an arc distance of 88.75 feet; thence N 60(0) 09' 06"
E, along said North line 644.59 feet to the Northeast corner of said Lot 15;
thence S 29(0) 50' 54" E, along the East line of said Lot 15, 94.66 feet to the
point of beginning.

EX-10.95

                                                                   Exhibit 10.95

                                 PROMISSORY NOTE

$50,000,000.00                                                New York, New York
                                                         As of December 15, 2005

     FOR VALUE RECEIVED RVM GLIMCHER, LLC, a Delaware limited liability company,
as maker, having an address at 150 East Gay Street, Columbus, Ohio 43215
("Borrower"), hereby unconditionally promises to pay to the order of LEHMAN
BROTHERS BANK, FSB, a federal stock savings bank, having an address at 1000 West
Street, Suite 200, Wilmington, Delaware 19801 ("Lender"), or at such other place
as the holder hereof may from time to time designate in writing, the principal
sum of Fifty Million and 00/100 Dollars ($50,000,000.00), or so much thereof as
may be advanced by Lender to Borrower pursuant to that certain Loan Agreement of
even date herewith between Borrower and Lender (the "Loan Agreement") in lawful
money of the United States of America with interest thereon to be computed from
the date of this Note at the Applicable Interest Rate, and to be paid in
accordance with the terms of this Note and the Loan Agreement. All capitalized
terms not defined herein shall have the respective meanings set forth in the
Loan Agreement.

                            ARTICLE 1: PAYMENT TERMS

     Borrower agrees to pay the principal sum of this Note and interest on the
unpaid principal sum of this Note from time to time outstanding at the rates and
at the times specified in Article 2 of the Loan Agreement and the outstanding
balance of the principal sum of this Note and all accrued and unpaid interest
thereon shall be due and payable on the Maturity Date.

                      ARTICLE 2: DEFAULT AND ACCELERATION

     The Debt shall without notice become immediately due and payable at the
option of Lender if any payment required in this Note is not paid on or prior to
the date when due or on the happening of any other Event of Default.

                           ARTICLE 3: LOAN DOCUMENTS

     This Note is secured by the Mortgage and the other Loan Documents. All of
the terms, covenants and conditions contained in the Loan Agreement, the
Mortgage and the other Loan Documents are hereby made part of this Note to the
same extent and with the same force as if they were fully set forth herein. In
the event of a conflict or inconsistency between the terms of this Note and the
Loan Agreement, the terms and provisions of the Loan Agreement shall govern.

                           ARTICLE 4: SAVINGS CLAUSE

     Notwithstanding anything to the contrary, (a) all agreements and
communications between Borrower and Lender are hereby and shall automatically be
limited so that, after taking into account all amounts deemed interest, the
interest contracted for, charged or received by Lender shall never exceed the
maximum lawful rate or amount, (b) in calculating whether any interest exceeds
the lawful maximum, all such interest shall be amortized, prorated, allocated



and spread over the full amount and term of all principal indebtedness of
Borrower to Lender, and (c) if through any contingency or event, Lender receives
or is deemed to receive interest in excess of the lawful maximum, any such
excess shall be deemed to have been applied toward payment of the principal of
any and all then outstanding indebtedness of Borrower to Lender, or if there is
no such indebtedness, shall immediately be returned to Borrower.

                           ARTICLE 5: NO ORAL CHANGE

     This Note may not be modified, amended, waived, extended, changed,
discharged or terminated orally or by any act or failure to act on the part of
Borrower or Lender, but only by an agreement in writing signed by the party
against whom enforcement of any modification, amendment, waiver, extension,
change, discharge or termination is sought.

                               ARTICLE 6: WAIVERS

     Borrower and all others who may become liable for the payment of all or any
part of the Debt do hereby severally waive presentment and demand for payment,
notice of dishonor, notice of intention to accelerate, notice of acceleration,
protest and notice of protest and non-payment and all other notices of any kind.
No release of any security for the Debt or extension of time for payment of this
Note or any installment hereof, and no alteration, amendment or waiver of any
provision of this Note, the Loan Agreement or the other Loan Documents made by
agreement between Lender or any other Person shall release, modify, amend,
waive, extend, change, discharge, terminate or affect the liability of Borrower,
and any other Person who may become liable for the payment of all or any part of
the Debt, under this Note, the Loan Agreement or the other Loan Documents. No
notice to or demand on Borrower shall be deemed to be a waiver of the obligation
of Borrower or of the right of Lender to take further action without further
notice or demand as provided for in this Note, the Loan Agreement or the other
Loan Documents. If Borrower is a partnership, the agreements herein contained
shall remain in force and applicable, notwithstanding any changes in the
individuals comprising the partnership, and the term "Borrower," as used herein,
shall include any alternate or successor partnership, but any predecessor
partnership and their partners shall not thereby be released from any liability.
If Borrower is a corporation, the agreements contained herein shall remain in
full force and applicable notwithstanding any changes in the shareholders
comprising, or the officers and directors relating to, the corporation, and the
term "Borrower" as used herein, shall include any alternative or successor
corporation, but any predecessor corporation shall not be relieved of liability
hereunder. (Nothing in the foregoing sentence shall be construed as a consent
to, or a waiver of, any prohibition or restriction on transfers of interests in
such partnership which may be set forth in the Loan Agreement, the Mortgage or
any other Loan Document.)

                              ARTICLE 7: TRANSFER

     Upon the transfer of this Note, Borrower hereby waiving notice of any such
transfer, Lender may deliver all the collateral mortgaged, granted, pledged or
assigned pursuant to the Loan Documents, or any part thereof, to the transferee
who shall thereupon become vested with all the rights herein or under applicable
law given to Lender with respect thereto, and Lender shall thereafter forever be
relieved and fully discharged from any liability or responsibility in the



matter; but Lender shall retain all rights hereby given to it with respect to
any liabilities and the collateral not so transferred.

                             ARTICLE 8: EXCULPATION

     The provisions of Section 9.4 of the Loan Agreement are hereby incorporated
by reference into this Note to the same extent and with the same force as if
fully set forth herein.

                            ARTICLE 9: GOVERNING LAW

     (A) THIS NOTE WAS NEGOTIATED IN THE STATE OF NEW YORK, AND MADE BY BORROWER
AND ACCEPTED BY LENDER IN THE STATE OF NEW YORK, AND THE PROCEEDS OF THIS NOTE
WERE DISBURSED FROM THE STATE OF 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 LIMITING THE GENERALITY
OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS NOTE
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 (WITHOUT REGARD TO PRINCIPLES OF CONFLICT LAWS) AND
ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA. TO THE FULLEST EXTENT
PERMITTED BY LAW, BORROWER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY
CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS NOTE AND
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS
LAW.

     (B) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR BORROWER ARISING
OUT OF OR RELATING TO THIS NOTE MAY AT LENDER'S OPTION BE INSTITUTED IN ANY
FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT TO
SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND BORROWER WAIVES ANY
OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON
CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND BORROWER HEREBY
IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR
PROCEEDING. BORROWER DOES HEREBY DESIGNATE AND APPOINT:

               Corporation Service Company
               80 State Street
               Albany, New York 12207-2543

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 AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE
MAILED OR DELIVERED TO BORROWER IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN
EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON BORROWER IN ANY SUCH SUIT,
ACTION OR PROCEEDING IN THE STATE OF NEW YORK. BORROWER (I) SHALL GIVE PROMPT
NOTICE TO LENDER 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 SUBSTITUTE AGENT AND OFFICE SHALL BE
DESIGNATED AS THE PERSON AND 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.

                              ARTICLE 10: NOTICES

     All notices or other written communications hereunder shall be delivered in
accordance with Section 10.6 of the Loan Agreement.

                         [NO FURTHER TEXT ON THIS PAGE]



     IN WITNESS WHEREOF, Borrower has duly executed this Note as of the day and
year first above written.



                               BORROWER:

                               RVM GLIMCHER, LLC,
                               a Delaware limited liability company

                               By: Glimcher Properties Limited Partnership,
                                   a Delaware limited partnership
                                   its sole equity member

                                   By: Glimcher Properties Corporation,
                                       a Delaware corporation
                                       its sole general partner


                                       By: /s/ George A. Schmidt
                                           -------------------------
                                           George A. Schmidt
                                           Executive Vice president




                                 ACKNOWLEDGMENT





STATE OF OHIO          )
                       )ss:
COUNTY OF FRANKLIN     )

     Before me, a Notary Public in and for said County and State, personally
appeared George A. Schmidt, as executive vice president of Glimcher Properties
Corporation, a Delaware corporation, as sole general partner of Glimcher
Properties Limited Partnership, a Delaware limited partnership, as sole equity
member of RVM GLIMCHER, LLC, a Delaware limited liability company, who
acknowledged execution of the foregoing for and on behalf of said corporation,
limited partnership and limited liability company, and who, having been duly
sworn, stated that the execution thereof was his/her free act and deed and the
free act and deed of said corporation for and on behalf of said limited
partnership and limited liability company.



_______________________________________
Notary Public


My Commission Expires:_________________

EX-10.96

                                                                   Exhibit 10.96


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

                                 LOAN AGREEMENT


                          Dated as of December 15, 2005


                                     Between



                                RVM GLIMCHER, LLC
                                   as Borrower


                                       and


                            LEHMAN BROTHERS BANK, FSB
                                    as Lender




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



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


                                                                                          Page
                                                                                          ----


I.     DEFINITIONS; PRINCIPLES OF CONSTRUCTION...............................................1

         Section 1.1       Definitions.......................................................1
         Section 1.2       Principles of Construction.......................................17

II.    GENERAL TERMS........................................................................17

         Section 2.1       Loan Commitment; Disbursement to Borrower........................17
         Section 2.2       Interest; Loan Payments; Late Payment Charge; Exit Fee...........17
         Section 2.3       Prepayments......................................................19
         Section 2.4       Defeasance.......................................................19
         Section 2.5       Release on Payment in Full.......................................22
         Section 2.6       [INTENTIONALLY DELETED]..........................................22

III.   CONDITIONS PRECEDENT.................................................................22

         Section 3.1       Conditions Precedent to Closing..................................22

IV.    REPRESENTATIONS AND WARRANTIES.......................................................25

         Section 4.1       Borrower Representations.........................................25
         Section 4.2       Survival of Representations......................................35

V.     BORROWER COVENANTS...................................................................35

         Section 5.1       Affirmative Covenants............................................35
         Section 5.2       Negative Covenants...............................................42

VI.    INSURANCE; CASUALTY; CONDEMNATION; REQUIRED REPAIRS..................................47

         Section 6.1       Insurance........................................................47
         Section 6.2       Casualty.........................................................50
         Section 6.3       Condemnation.....................................................50
         Section 6.4       Restoration......................................................51

VII.   RESERVE FUNDS........................................................................54

         Section 7.1       Required Repair Escrow Fund......................................54
         Section 7.2       Tax and Insurance Escrow Fund....................................55
         Section 7.3       Replacements and Replacement Reserve.............................56


                                                -i-


         Section 7.4       Rollover Reserve.................................................61
         Section 7.5       [INTENTIONALLY DELETED]..........................................62
         Section 7.6       [INTENTIONALLY DELETED]..........................................62
         Section 7.7       Reserve Funds, Generally.........................................62
         Section 7.8       Provisions Regarding Letters of Credit...........................62

VIII.  DEFAULTS.............................................................................63

         Section 8.1       Event of Default.................................................63
         Section 8.2       Remedies.........................................................65
         Section 8.3       Remedies Cumulative; Waivers.....................................66

IX.    SPECIAL PROVISIONS...................................................................66

         Section 9.1       Sale of Notes and Securitization.................................66
         Section 9.2       Securitization Indemnification...................................67
         Section 9.3       [INTENTIONALLY DELETED]..........................................70
         Section 9.4       Exculpation......................................................70
         Section 9.5       Termination of Manager...........................................72
         Section 9.6       Servicer.........................................................72

X.     MISCELLANEOUS........................................................................72

         Section 10.1      Survival.........................................................72
         Section 10.2      Lender's Discretion..............................................72
         Section 10.3      Governing Law....................................................72
         Section 10.4      Modification, Waiver in Writing..................................74
         Section 10.5      Delay Not a Waiver...............................................74
         Section 10.6      Notices..........................................................74
         Section 10.7      Trial by Jury....................................................75
         Section 10.8      Headings.........................................................76
         Section 10.9      Severability.....................................................76
         Section 10.10     Preferences......................................................76
         Section 10.11     Waiver of Notice.................................................76
         Section 10.12     Remedies of Borrower.............................................76
         Section 10.13     Expenses; Indemnity..............................................77
         Section 10.14     Schedules Incorporated...........................................78
         Section 10.15     Offsets, Counterclaims and Defenses..............................78
         Section 10.16     No Joint Venture or Partnership; No Third Party Beneficiaries....78
         Section 10.17     Publicity........................................................79
         Section 10.18     Waiver of Marshalling of Assets..................................79
         Section 10.19     Waiver of Counterclaim...........................................79
         Section 10.20     Conflict; Construction of Documents; Reliance....................79
         Section 10.21     Brokers and Financial Advisors...................................80
         Section 10.22     Prior Agreements.................................................80
         Section 10.23     Mezzanine Loan Option............................................80


                                                -ii-


XI.    CASH MANAGEMENT......................................................................81

         Section 11.1      Establishment of Accounts........................................81
         Section 11.2      Deposits To and Disbursements from the Clearing Account..........81
         Section 11.3      Transfer To and Disbursements from the Deposit Account...........82
         Section 11.4      Account Name.....................................................83
         Section 11.5      Eligible Accounts................................................83
         Section 11.6      Permitted Investments............................................83
         Section 11.7      Sole Dominion and Control........................................84
         Section 11.8      Security Interest................................................84
         Section 11.9      Rights on Default................................................84
         Section 11.10     Financing Statement; Further Assurances..........................84
         Section 11.11     Borrower's Obligation Not Affected...............................85
         Section 11.12     Payments Received in the Deposit Account.........................85


                                             SCHEDULES
                                             ---------

Schedule I      -    Rent Roll

Schedule II     -    Required Repairs

Schedule III    -    Financial Statements

Schedule IV     -    Tenant Notice




                                              -iii-




                                 LOAN AGREEMENT

     THIS LOAN AGREEMENT, dated as of December 15, 2005 (as amended, restated,
replaced, supplemented or otherwise modified from time to time, this
"Agreement"), between LEHMAN BROTHERS BANK, FSB, a federal stock savings bank,
having an address at 1000 West Street, Suite 200, Wilmington, Delaware 19801
("Lender") and RVM GLIMCHER, LLC, a Delaware limited liability company, having
an address at 150 East Gay Street, Columbus, Ohio 43215 ("Borrower").

                              W I T N E S S E T H :
                              - - - - - - - - - -

     WHEREAS, Borrower desires to obtain the Loan (as hereinafter defined) from
Lender; and

     WHEREAS, Lender is willing to make the Loan to Borrower, subject to and in
accordance with the terms of this Agreement and the other Loan Documents (as
hereinafter defined).

     NOW, THEREFORE, in consideration of the making of the Loan by Lender and
the covenants, agreements, representations and warranties set forth in this
Agreement, the parties hereto hereby covenant, agree, represent and warrant as
follows:

     I. DEFINITIONS; PRINCIPLES OF CONSTRUCTION

     Section 1.1 Definitions.

     For all purposes of this Agreement, except as otherwise expressly required
or unless the context clearly indicates a contrary intent:

     "Account Collateral" shall mean: (i) the Accounts, and all Cash, checks,
drafts, certificates and instruments, if any, from time to time deposited or
held in the Accounts from time to time; (ii) all interest, dividends, Cash,
instruments and other property from time to time received, receivable or
otherwise payable in respect of, or in exchange for, any or all of the
foregoing; and (iii) to the extent not covered by clauses (i) and (ii) above,
all "proceeds" (as defined under the UCC as in effect in the State in which the
Accounts are located) of any or all of the foregoing.

     "Accounts" shall mean, collectively, the Clearing Account, Deposit Account,
Rollover Reserve Account, Required Repair Account and Replacement Reserve
Account.

     "Affiliate" shall mean, as to any Person, any other Person that, directly
or indirectly, is in control of, is controlled by or is under common control
with such Person or is a director or officer of such Person or of an Affiliate
of such Person.



     "ALTA" shall mean American Land Title Association, or any successor
thereto.

     "Anchor Tenant" shall mean each of Elder-Beerman, JC Penny, Macy's, Sears,
Steve and Barry's, and Regal Cinema, and any replacement thereof.

     "Anchor Termination Event" shall mean that (i) any Lease with an Anchor
Tenant at the Property ("Anchor Tenant Lease") shall have expired or otherwise
been terminated or cancelled, (ii) any Anchor Tenant shall have failed to renew
its Lease at the Property, or (iii) any Anchor Tenant shall have renewed its
Lease at the Property on terms and conditions less favorable to Borrower and
Lender than the current terms of any such Anchor Tenant Lease (including the
payment of annual rent and/or additional rent as applicable under such Anchor
Tenant Lease) or for a term less than five (5) years. An Anchor Termination
Event with respect to an Anchor Tenant Lease shall be deemed to no longer be
continuing if the space covered by the related Anchor Tenant Lease shall have
been leased to a replacement tenant under a lease entered into pursuant to the
Loan Agreement for a term of at least five (5) years and on conditions at least
as favorable to Lender and Borrower as the current terms of the related Anchor
Tenant Lease (including the payment of annual rent and or additional rents
applicable under such Anchor Tenant Lease) and such replacement tenant shall be
in compliance with the terms of such replacement lease and conducting normal
business operations at its leased premises.

     "Annual Budget" shall mean the operating budget, including all planned
capital expenditures, for the Property prepared by Borrower for the applicable
Fiscal Year or other period.

     "Applicable Interest Rate" shall mean 5.65% per annum.

     "Assignment of Leases" shall mean that certain first priority Assignment of
Leases and Rents, dated as of the date hereof, from Borrower, as assignor, to
Lender, as assignee, assigning to Lender all of Borrower's interest in and to
the Leases and Rents of the Property as security for the Loan, as the same may
be amended, restated, replaced, supplemented or otherwise modified from time to
time.

     "Assignment of Management Agreement" shall mean that certain Assignment of
Management Agreement and Subordination of Management Fees dated the date hereof
among Lender, Borrower and Manager, as the same may amended, restated, replaced,
supplemented or otherwise modified from time to time.

     "Assignment of Agreements" shall mean that certain Assignment of Personal
Property Leases, Service Agreements, Permits, Licenses, Franchises and Other
Agreements dated the date hereof by and between Lender and Borrower , as the
same may amended, restated, replaced, supplemented or otherwise modified from
time to time.

     "Award" shall mean any compensation paid by any Governmental Authority in
connection with a Condemnation in respect of all or any part of the Property.

     "Basic Carrying Costs" shall mean the sum of the following costs for the
relevant Fiscal Year or payment period: (i) Taxes and (ii) Insurance Premiums.


                                       2


     "Borrower" shall mean RVM GLIMCHER, LLC, a Delaware limited liability
company, together with its successors and assigns.

     "Business Day" shall mean any day other than a Saturday, Sunday or any
other day on which national banks in New York, New York are not open for
business.

     "Capital Expenditures" for any period, shall mean the amount expended for
items capitalized under GAAP (including expenditures for building improvements
or major repairs, leasing commissions and tenant improvements).

     "Cash" shall mean coin or currency of the United States of America or
immediately available funds, including such fund delivered by wire transfer.

     "Casualty" shall have the meaning specified in Section 6.2.

     "Casualty Consultant" shall have the meaning set forth in Section
6.4(b)(iii).

     "Casualty Retainage" shall have the meaning set forth in Section
6.4(b)(iv).

     "Clearing Account" shall have the meaning set forth in Section 11.1(a).

     "Clearing Account Agreement" shall have the meaning set forth in Section
11.1(a).

     "Clearing Account Bank": Wachovia Bank, N.A., together with its successors
and assigns.

     "Closing Date" shall mean the date of the funding of the Loan.

     "Code" shall mean 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.

     "Condemnation" shall mean a temporary or permanent taking by any
Governmental Authority as the result or in lieu or in anticipation of the
exercise of the right of condemnation or eminent domain, of all or any part of
the Property, or any interest therein or right accruing thereto, including any
right of access thereto or any change of grade affecting the Property or any
part thereof.

     "Debt" shall mean the outstanding principal amount set forth in, and
evidenced by, this Agreement and the Note together with all interest accrued and
unpaid thereon and all other sums (including the Yield Maintenance Premium) due
to Lender in respect of the Loan under the Note, this Agreement, the Mortgage or
any other Loan Document.

     "Debt Service" shall mean, with respect to any particular period of time,
scheduled principal and/or interest payments under the Note.


                                       3


     "Debt Service Coverage Ratio" shall mean a ratio for the applicable period
in which:

     (a)  the numerator is the Net Operating Income (excluding interest on
          credit accounts) for such period as set forth in the statements
          required hereunder, without deduction for (i) actual management fees
          incurred in connection with the operation of the Property, or (ii)
          amounts paid to the Reserve Funds, less (A) management fees equal to
          the greater of (1) assumed management fees of three percent (3%) of
          Gross Income from Operations or (2) the actual management fees
          incurred, and (B) actual Replacement Reserve Fund contributions; and

     (b)  the denominator is the aggregate amount of principal and interest due
          and payable on the Note for such period.

     For purposes of calculating Debt Service Coverage Ratio under the
definition of Rollover Reserve Commencement Date and Rollover Reserve
Termination Date, Gross Income shall be adjusted as follows: (i) Gross Income
shall not include Rents paid by any tenant (x) who is in default of its rental
obligations under its Lease and (y) whose Lease has expired on or prior to, or
is scheduled to expire within twelve (12) months after, the date of calculation,
and (ii) Gross Income shall include the annualized Rents of any tenant who
commenced the payment of Rent within twelve (12) months prior to the date of
calculation or who is contractually obligated to commence the payment of Rent
within the twelve (12) months after the date of calculation.

     "Default" shall mean the occurrence of any event hereunder or under any
other Loan Document which, but for the giving of notice or passage of time, or
both, would be an Event of Default.

     "Default Rate" shall mean, with respect to the Loan, a rate per annum equal
to the lesser of (a) the maximum rate permitted by applicable law, or (b) three
percent (3%) above the Applicable Interest Rate.

     "Defeasance Date" shall have the meaning set forth in Section 2.4.1(a)(i)
hereof.

     "Defeasance Deposit" shall mean an amount equal to the sum of the remaining
principal amount of the Note, the Yield Maintenance Premium, any costs and
expenses incurred or to be incurred in the purchase of U.S. Obligations
necessary to meet the Scheduled Defeasance Payments and any revenue, documentary
stamp or intangible taxes or any other tax or charge due in connection with the
transfer of the Note or otherwise required to accomplish the agreements of
Sections 2.3 and 2.4 hereof.

     "Defeasance Event" shall have the meaning set forth in Section 2.4.1(a)
hereof.

     "Deposit Account" shall have the meaning set forth in Section 11.1(b).

     "Deposit Account Bank" shall mean Wachovia Bank, NA or any other Eligible
Institution selected by Lender.


                                       4


     "Disclosure Document" shall have the meaning set forth in Section 9.2(a).

     "Eligible Account" shall mean a separate and identifiable account from all
other funds held by the holding institution that is either (a) an account or
accounts maintained with a federal or State chartered depository institution or
trust company which complies with the definition of Eligible Institution or (b)
a segregated trust account or accounts maintained with a federal or State
chartered depository institution or trust company acting in its fiduciary
capacity which, in the case of a State chartered depository institution or trust
company, is subject to regulations substantially similar to 12 C.F.R.ss.9.10(b),
having in either case a combined capital and surplus of at least $50,000,000 and
subject to supervision or examination by federal and State authority. An
Eligible Account will not be evidenced by a certificate of deposit, passbook or
other instrument.

     "Eligible Institution" shall mean a depository institution or trust
company, insured by the Federal Deposit Insurance Corporation, (a) the short
term unsecured debt obligations or commercial paper of which are rated at least
A 1+ by S&P, P 1 by Moody's and F 1+ by Fitch in the case of accounts in which
funds are held for thirty (30) days or less, or (b) the long term unsecured debt
obligations of which are rated at least "AA" by Fitch and S&P and "Aa2" by
Moody's in the case of accounts in which funds are held for more than thirty
(30) days.

     "Embargoed Person" shall have the meaning set forth in Section 4.1.37.

     "Environmental Indemnity" shall mean that certain Environmental and
Hazardous Substance Indemnification Agreement executed by Borrower and Sponsor
in connection with the Loan for the benefit of Lender, as the same may be
amended, restated, replaced, supplemented or otherwise modified from time to
time.

     "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended.

     "Event of Default" shall have the meaning set forth in Section 8.1(a).

     "Exchange Act" shall have the meaning set forth in Section 9.2(a).

     "Fiscal Year" shall mean each twelve (12) month period commencing on
January 1 and ending on December 31 during each year of the term of the Loan.

     "GAAP" shall mean generally accepted accounting principles in the United
States of America as of the date of the applicable financial report.

     "Governmental Authority" shall mean any court, board, agency, commission,
office or other authority of any nature whatsoever for any governmental unit
(federal, state, county, district, municipal, city or otherwise) whether now or
hereafter in existence.

     "Gross Income from Operations" shall mean all income, computed in
accordance with GAAP, derived from the ownership and operation of the Property
from whatever source, including, but not limited to, Rents, utility charges,
escalations, forfeited security deposits, interest on credit accounts, service


                                       5


fees or charges, license fees, parking fees, rent concessions or credits, and
other required pass-throughs but excluding sales, use and occupancy or other
taxes on receipts required to be accounted for by Borrower to any Governmental
Authority, refunds and uncollectible accounts, sales of furniture, fixtures and
equipment, Insurance Proceeds (other than business interruption or other loss of
income insurance), Awards, unforfeited security deposits, utility and other
similar deposits and any disbursements to Borrower from the Reserve Funds. Gross
Income from Operations shall not be diminished as a result of the Mortgage or
the creation of any intervening estate or interest in the Property or any part
thereof.

     "Guarantor" shall mean Sponsor.

     "Guaranty" shall mean that certain Guaranty of Recourse Obligations of
Borrower, dated as of the date hereof, from Guarantor to Lender, as the same may
be amended, restated, replaced, supplemented or otherwise modified from time to
time.

     "Improvements" shall have the meaning set forth in the granting clause of
the Mortgage.

     "Indebtedness" of a Person, at a particular date, means the sum (without
duplication) at such date of (a) indebtedness or liability for borrowed money;
(b) obligations evidenced by bonds, debentures, notes, or other similar
instruments; (c) obligations for the deferred purchase price of property or
services (including trade obligations); (d) obligations under letters of credit;
(e) obligations under acceptance facilities; (f) all guaranties, endorsements
(other than for collection or deposit in the ordinary course of business) and
other contingent obligations to purchase, to provide funds for payment, to
supply funds, to invest in any Person or entity, or otherwise to assure a
creditor against loss; and (g) obligations secured by any Liens, whether or not
the obligations have been assumed.

     "Independent Director" shall have the meaning set forth in Section
4.1.30(o).

     "Insolvency Opinion" shall mean that certain bankruptcy nonconsolidation
opinion letter dated the date hereof delivered by Squire, Sanders & Dempsey
L.L.P. in connection with the Loan.

     "Insurance Premiums" shall have the meaning set forth in Section 6.1(b).

     "Insurance Proceeds" shall have the meaning set forth in Section 6.4(b).

     "Interest Period" shall mean the period commencing on the eleventh (11th)
day of a month and ending on the tenth (10th) day of the succeeding calendar
month, provided that if the Closing Date is any date other than the eleventh
(11th) day of a month, the first Interest Period shall (i) consist of only the
date hereof, if the date hereof is the tenth (10th) day of a month, or (ii)
commence on the date hereof and shall end on the next tenth (10th) day of a
calendar month to occur after the date hereof.


                                       6


     "Lease" shall mean any lease, sublease or subsublease, letting, license,
concession or other agreement (whether written or oral and whether now or
hereafter in effect) pursuant to which any Person is granted a possessory
interest in, or right to use or occupy all or any portion of any space in the
Property, and every modification, amendment or other agreement relating to such
lease, sublease, subsublease, or other agreement entered into in connection with
such lease, sublease, subsublease, or other agreement and every guarantee of the
performance and observance of the covenants, conditions and agreements to be
performed and observed by the other party thereto.

     "Leasing Expenses" shall have the meaning set forth in Section 7.4.1
hereof.

     "Lease Termination Payments" shall mean all funds received by Borrower from
tenants in connection with the cancellation of any Leases, including, but not
limited to, any cancellation fees, penalties, and payments relating to
unamortized tenant improvements and leasing commissions.

     "Legal Requirements" shall mean all federal, state, county, municipal and
other governmental statutes, laws, rules, orders, regulations, ordinances,
judgments, decrees and injunctions of Governmental Authorities affecting the
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, and
all covenants, agreements, restrictions and encumbrances contained in any
instruments, either of record or known to Borrower, at any time in force
affecting the Property or any part thereof, including, without limitation, any
which may (a) require repairs, modifications or alterations in or to the
Property or any part thereof, or (b) in any way limit the use and enjoyment
thereof.

     "Lehman" shall have the meaning set forth in Section 9.2(b).

     "Lehman Group" shall have the meaning set forth in Section 9.2(b).

     "Lender" shall mean Lehman Brothers Bank, FSB, together with its successors
and assigns.

     "Letter of Credit" shall mean a transferable, irrevocable, unconditional,
clean sight draft standby letter of credit in form reasonably satisfactory to
Lender issued by a bank or other financial institution with a long term debt
obligation rating of AA or better (or a comparable long term debt obligation
rating) as determined by the Rating Agencies. The Letter of Credit shall be
payable upon presentation of a sight draft only to the order of Lender and a
statement executed by an officer or authorized signatory or Lender stating that
it has the right to draw thereon at a New York City bank. The Letter of Credit
shall have an initial expiration date of not less than one (1) year and shall
provide for multiple draws. The Letter of Credit shall be transferable by Lender
and its successors and assigns at a New York City bank.

     "Liabilities" shall have the meaning set forth in Section 9.2(b).


                                       7


     "Licenses" shall have the meaning set forth in Section 4.1.22.

     "Lien" shall mean any mortgage, deed of trust, lien, pledge, hypothecation,
assignment, security interest, or any other encumbrance, charge or transfer of,
on or affecting the Property or, any portion thereof or Borrower, or any
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,
and mechanic's, materialmen's and other similar liens and encumbrances.

     "Loan" shall mean the loan made by Lender to Borrower in the original
principal amount set forth in, and evidenced by, the Note and secured by the
Mortgage and the other Loan Documents executed and delivered by Borrower.

     "Loan Documents" shall mean, collectively, this Agreement, the Note, the
Mortgage, the Assignment of Leases, the Environmental Indemnity, the Assignment
of Management Agreement, the Guaranty, the Assignment of Agreements and all
other documents executed and/or delivered in connection with the Loan.

     "Management Agreement" shall mean the management agreement entered into by
and between Borrower and the Manager, pursuant to which the Manager is to
provide management and other services with respect to the Property.

     "Manager" shall mean Glimcher Properties Limited Partnership and/or
Glimcher Development Corporation, or any successor manager of the Property
permitted hereunder.

     "Maturity Date" shall mean January 11, 2016, or such other date on which
the final payment of the principal of the Note becomes due and payable as
therein or herein provided, whether at such stated maturity date, by declaration
of acceleration, or otherwise.

     "Maximum Legal Rate" shall mean the maximum nonusurious interest rate, if
any, that at any time or from time to time may be contracted for, taken,
reserved, charged or received on the indebtedness evidenced by the Note and as
provided for herein or the other Loan Documents, under the laws of such state or
states whose laws are held by any court of competent jurisdiction to govern the
interest rate provisions of the Loan.

     "Mezzanine Borrower" shall have the meaning set forth in Section 10.23
hereof.

     "Mezzanine Loan" shall have the meaning set forth in Section 10.23 hereof.

     "Mezzanine Option" shall have the meaning set forth in Section 10.23
hereof.

     "Monthly Debt Service Payment Amount" shall mean (i) for each Payment Date
through and including January 11, 2009, an amount equal to all interest that has
accrued on the outstanding principal balance of the Loan during the immediately
preceding Interest Period, and (ii) for each Payment Date thereafter, a constant
monthly payment equal to $288,617.89.


                                       8


     "Mortgage" shall mean that certain first priority Open-End Mortgage and
Security Agreement, dated the date hereof, executed and delivered by Borrower as
security for the Loan and encumbering the Property, as the same may be amended,
restated, replaced, supplemented or otherwise modified from time to time.

     "Mortgage Borrower" shall have the meaning set forth in Section 10.23
hereof.

     "Mortgage Lender" shall have the meaning set forth in Section 10.23 hereof.

     "Mortgage Loan" shall have the meaning set forth in Section 10.23 hereof.

     "Net Cash Flow" for any period shall mean the amount obtained by
subtracting Operating Expenses and Capital Expenditures for such period from
Gross Income from Operations for such period.

     "Net Cash Flow After Debt Service" for any period shall mean the amount
obtained by subtracting Debt Service for such period from Net Cash Flow for such
period.

     "Net Cash Flow Schedule" shall have the meaning set forth in Section
5.1.11(b).

     "Net Operating Income" means the amount obtained by subtracting Operating
Expenses from Gross Income from Operations.

     "Net Proceeds" shall have the meaning set forth in Section 6.4(b).

     "Net Proceeds Deficiency" shall have the meaning set forth in Section
6.4(b)(vi).

     "Note" shall mean that certain note of even date herewith in the principal
amount of FIFTY MILLION AND NO DOLLARS ($50,000,000), made by Borrower in favor
of Lender, as the same may be amended, restated, replaced, supplemented or
otherwise modified from time to time.

     "Officers' Certificate" shall mean a certificate delivered to Lender by
Borrower which is signed by an authorized senior officer of the general partner
or managing member of Borrower.

     "Operating Expenses" shall mean the total of all expenditures, computed in
accordance with GAAP, of whatever kind relating to the operation, maintenance
and management of the Property that are incurred on a regular monthly or other
periodic basis, including without limitation, utilities, ordinary repairs and
maintenance, insurance, license fees, property taxes and assessments,
advertising expenses, management fees, payroll and related taxes, computer
processing charges, operational equipment or other lease payments as approved by
Lender, and other similar costs, but excluding depreciation, Debt Service,
Capital Expenditures and contributions to the Reserve Funds.

     "Other Charges" shall mean all ground rents, maintenance charges,
impositions other than Taxes, and any other charges, including, without


                                       9


limitation, vault charges and license fees for the use of vaults, chutes and
similar areas adjoining the Property, now or hereafter levied or assessed or
imposed against the Property or any part thereof.

     "Payment Date" shall mean the eleventh (11th) day of each calendar month
during the term of the Loan or, if such day is not a Business Day, the
immediately succeeding Business Day.

     "Permitted Encumbrances" shall mean collectively, (a) the Liens and
security interests created by the Loan Documents, (b) all Liens, encumbrances
and other matters disclosed in the Title Insurance Policy, (c) Liens, if any,
for Taxes imposed by any Governmental Authority not yet due or delinquent, and
(d) such other title and survey exceptions as Lender has approved or may approve
in writing in Lender's sole discretion, which in the aggregate do not materially
adversely affect the value or use of the Property or Borrower's ability to repay
the Loan.

     "Permitted Investments" shall mean any one or more of the following
obligations or securities acquired at a purchase price of not greater than par,
including those issued by Servicer, the trustee under any Securitization or any
of their respective Affiliates, payable on demand or having a maturity date not
later than the Business Day immediately prior to the first Payment Date
following the date of acquiring such investment and meeting one of the
appropriate standards set forth below:

     (i) obligations of, or obligations fully guaranteed as to payment of
principal and interest by, the United States or any agency or instrumentality
thereof provided such obligations are backed by the full faith and credit of the
United States of America including, without limitation, obligations of: the U.S.
Treasury (all direct or fully guaranteed obligations), the Farmers Home
Administration (certificates of beneficial ownership), the General Services
Administration (participation certificates), the U.S. Maritime Administration
(guaranteed Title XI financing), the Small Business Administration (guaranteed
participation certificates and guaranteed pool certificates), the U.S.
Department of Housing and Urban Development (local authority bonds) and the
Washington Metropolitan Area Transit Authority (guaranteed transit bonds);
provided, however, that the investments described in this clause must (A) have a
predetermined fixed dollar of principal due at maturity that cannot vary or
change, (B) if rated by S&P, must not have an "r" highlighter affixed to their
rating, (C) if such investments have a variable rate of interest, such interest
rate must be tied to a single interest rate index plus a fixed spread (if any)
and must move proportionately with that index, and (D) such investments must not
be subject to liquidation prior to their maturity;

     (ii) Federal Housing Administration debentures;

     (iii) obligations of the following United States government sponsored
agencies: Federal Home Loan Mortgage Corp. (debt obligations), the Farm Credit
System (consolidated systemwide bonds and notes), the Federal Home Loan Banks
(consolidated debt obligations), the Federal National Mortgage Association (debt
obligations), the Financing Corp. (debt obligations), and the Resolution Funding
Corp. (debt obligations); provided, however, that the investments described in
this clause must (A) have a predetermined fixed dollar of principal due at


                                       10


maturity that cannot vary or change, (B) if rated by S&P, must not have an "r"
highlighter affixed to their rating, (C) if such investments have a variable
rate of interest, such interest rate must be tied to a single interest rate
index plus a fixed spread (if any) and must move proportionately with that
index, and (D) such investments must not be subject to liquidation prior to
their maturity;

     (iv) federal funds, unsecured certificates of deposit, time deposits,
bankers' acceptances and repurchase agreements with maturities of not more than
365 days of any bank, the short term obligations of which at all times are rated
in the highest short term rating category by each Rating Agency (or, if not
rated by all Rating Agencies, rated by at least one Rating Agency in the highest
short term rating category and otherwise acceptable to each other Rating Agency,
as confirmed in writing that such investment would not, in and of itself, result
in a downgrade, qualification or withdrawal of the initial, or, if higher, then
current ratings assigned to the Securities); provided, however, that the
investments described in this clause must (A) have a predetermined fixed dollar
of principal due at maturity that cannot vary or change, (B) if rated by S&P,
must not have an "r" highlighter affixed to their rating, (C) if such
investments have a variable rate of interest, such interest rate must be tied to
a single interest rate index plus a fixed spread (if any) and must move
proportionately with that index, and (D) such investments must not be subject to
liquidation prior to their maturity;

     (v) fully Federal Deposit Insurance Corporation insured demand and time
deposits in, or certificates of deposit of, or bankers' acceptances with
maturities of not more than 365 days and issued by, any bank or trust company,
savings and loan association or savings bank, the short term obligations of
which at all times are rated in the highest short term rating category by each
Rating Agency (or, if not rated by all Rating Agencies, rated by at least one
Rating Agency in the highest short term rating category and otherwise acceptable
to each other Rating Agency, as confirmed in writing that such investment would
not, in and of itself, result in a downgrade, qualification or withdrawal of the
initial, or, if higher, then current ratings assigned to the Securities);
provided, however, that the investments described in this clause must (A) have a
predetermined fixed dollar of principal due at maturity that cannot vary or
change, (B) if rated by S&P, must not have an "r" highlighter affixed to their
rating, (C) if such investments have a variable rate of interest, such interest
rate must be tied to a single interest rate index plus a fixed spread (if any)
and must move proportionately with that index, and (D) such investments must not
be subject to liquidation prior to their maturity;

     (vi) debt obligations with maturities of not more than 365 days and at all
times rated by each Rating Agency (or, if not rated by all Rating Agencies,
rated by at least one Rating Agency and otherwise acceptable to each other
Rating Agency, as confirmed in writing that such investment would not, in and of
itself, result in a downgrade, qualification or withdrawal of the initial, or,
if higher, then current ratings assigned to the Securities) in its highest long
term unsecured rating category; provided, however, that the investments
described in this clause must (A) have a predetermined fixed dollar of principal
due at maturity that cannot vary or change, (B) if rated by S&P, must not have
an "r" highlighter affixed to their rating, (C) if such investments have a
variable rate of interest, such interest rate must be tied to a single interest
rate index plus a fixed spread (if any) and must move proportionately with that
index, and (D) such investments must not be subject to liquidation prior to
their maturity;


                                       11


     (vii) commercial paper (including both non interest bearing discount
obligations and interest bearing obligations payable on demand or on a specified
date not more than one year after the date of issuance thereof) with maturities
of not more than 365 days and that at all times is rated by each Rating Agency
(or, if not rated by all Rating Agencies, rated by at least one Rating Agency
and otherwise acceptable to each other Rating Agency, as confirmed in writing
that such investment would not, in and of itself, result in a downgrade,
qualification or withdrawal of the initial, or, if higher, then current ratings
assigned to the Securities) in its highest short term unsecured debt rating;
provided, however, that the investments described in this clause must (A) have a
predetermined fixed dollar of principal due at maturity that cannot vary or
change, (B) if rated by S&P, must not have an "r" highlighter affixed to their
rating, (C) if such investments have a variable rate of interest, such interest
rate must be tied to a single interest rate index plus a fixed spread (if any)
and must move proportionately with that index, and (D) such investments must not
be subject to liquidation prior to their maturity;

     (viii)...units of taxable money market funds, with maturities of not more
than 365 days and which funds are regulated investment companies, seek to
maintain a constant net asset value per share and invest solely in obligations
backed by the full faith and credit of the United States, which funds have the
highest rating available from each Rating Agency (or, if not rated by all Rating
Agencies, rated by at least one Rating Agency and otherwise acceptable to each
other Rating Agency, as confirmed in writing that such investment would not, in
and of itself, result in a downgrade, qualification or withdrawal of the
initial, or, if higher, then current ratings assigned to the Securities) for
money market funds; and

     (ix) any other security, obligation or investment which has been approved
as a Permitted Investment in writing by (a) Lender and (b) each Rating Agency,
as evidenced by a written confirmation that the designation of such security,
obligation or investment as a Permitted Investment will not, in and of itself,
result in a downgrade, qualification or withdrawal of the initial, or, if
higher, then current ratings assigned to the Securities by such Rating Agency;

provided, however, that no obligation or security shall be a Permitted
Investment if (A) such obligation or security evidences a right to receive only
interest payments or (B) the right to receive principal and interest payments on
such obligation or security are derived from an underlying investment that
provides a yield to maturity in excess of 120% of the yield to maturity at par
of such underlying investment.

     "Permitted Owner" shall mean a Person who satisfies (i) or (ii) or (iii)
below:

     (i) a Qualified Transferee;

     (ii) any Person, prior to a Securitization, approved by Lender (such
approval not to be unreasonably withheld) or, regarding which, after a
Securitization, Lender has received confirmation from the Rating Agencies that
such transfer shall not result in a downgrade, qualification or withdrawal of
the then-current ratings assigned to the Securities; or

     (iii) Sponsor.


                                       12


     "Permitted Release Date" shall mean the date that is the earlier of (a)
three (3) years from the Closing Date or (b) two (2) years from the "startup
day" within the meaning of Section 860G(a)(9) of the Code of the REMIC Trust.

     "Person" shall mean any individual, corporation, partnership, joint
venture, limited liability company, 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.

     "Personal Property" shall have the meaning set forth in the granting clause
of the Mortgage.

     "Physical Conditions Report" shall mean a report prepared by a company
satisfactory to Lender regarding the physical condition of the Property,
satisfactory in form and substance to Lender in its sole discretion, which
report shall, among other things, (a) confirm that the Property and its use
complies, in all material respects, with all applicable Legal Requirements
(including, without limitation, zoning, subdivision and building laws) and (b)
include a copy of a final certificate of occupancy with respect to all
Improvements.

     "Policies" shall have the meaning specified in Section 6.1(b).

     "Property" shall mean the parcel of real property, the Improvements thereon
and all other property owned by Borrower and encumbered by the Mortgage,
together with all rights pertaining to such property and Improvements, as more
particularly described in the Granting Clauses of the Mortgage and referred to
therein as the "Property".

     "Provided Information" shall have the meaning set forth in Section 9.1(a).

     "Qualified Manager" shall mean (i) Manager or any Affiliate thereof, (ii)
any property manager that on the date of determination manages not less than ten
(10) individual properties (exclusive of the Property) which are regional retail
shopping malls similar in type to the Property and the entity provides an
Officer's Certificate with sufficient detail confirming the foregoing facts or
(iii) any other reputable and experienced management organization possessing
experience in managing properties similar in size, scope and value to the
Property, provided that (a) prior to a Securitization, Borrower shall have
obtained the prior written consent of Lender for such entity and (b) after a
Securitization, Borrower shall have obtained prior written confirmation from the
Rating Agencies that management of the Property by such entity will not, in and
of itself, cause a downgrade, withdrawal or qualification of the then current
ratings of the Securities issued pursuant to the Securitization.

     "Qualified Transferee" shall mean any one of the following Persons:

     (i)  a pension fund, pension trust or pension account that has total real
          estate assets of at least $1 Billion; or

     (ii) a pension fund advisor who immediately prior to such transfer,
          controls at least $1 Billion of real estate equity assets; or


                                       13


     (iii) an insurance company which is subject to supervision by the insurance
          commissioner, or a similar official or agency, of a state or territory
          of the United States (including the District of Columbia) (a) with a
          net worth, as of a date no more than six (6) months prior to the date
          of the transfer of at least $500 Million and (b) who, immediately
          prior to such transfer, controls real estate equity assets of at least
          $1 Billion; or

     (iv) a corporation organized under the banking laws of the United States or
          any state or territory of the United States (including the District of
          Columbia) with a combined capital and surplus of at least $500
          Million; or

     (v)  any Person (a) with a long-term unsecured debt rating from each of the
          Rating Agencies of at least investment grade or (b) who (i) owns or
          operates, together with its Affiliates, at least twelve (12) regional
          or super regional malls totaling at least 6,000,000 square feet of
          gross leasable area of space, (ii) has a net worth, as of a date no
          more than six (6) months prior to the date of such transfer, of at
          least $500 Million and (iii) immediately prior to such transfer,
          controls real estate equity assets of at least $1 Billion.

     "Rating Agencies" shall mean each of Standard & Poor's Ratings Services, a
division of McGraw-Hill, Inc. ("S&P"), Moody's Investors Service, Inc.
("Moody's") and Fitch IBCA, Inc. ("Fitch"), or any other nationally-recognized
statistical rating agency which has been approved by Lender.

     "Registration Statement" shall have the meaning set forth in Section
9.2(b).

     "REIT" shall have the meaning set forth in Section 4.1.30(i).

     "REMIC Trust" shall mean a "real estate mortgage investment conduit" within
the meaning of Section 860D of the Code that holds the Note.

     "Rents" shall mean all rents, rent equivalents, moneys payable as damages
or in lieu of rent or rent equivalents, royalties (including, without
limitation, all oil and gas or other mineral royalties and bonuses), income,
receivables, receipts, revenues, deposits (including, without limitation,
security, utility and other deposits), accounts, cash, issues, profits, charges
for services rendered, and other consideration of whatever form or nature
received by or paid to or for the account of or benefit of Borrower or its
agents or employees from any and all sources arising from or attributable to the
Property, and proceeds, if any, from business interruption or other loss of
income insurance.

     "Replacement Reserve Account" shall have the meaning set forth in Section
7.3.1.

     "Replacement Reserve Fund" shall have the meaning set forth in Section
7.3.1.

     "Replacement Reserve Monthly Deposit" shall have the meaning set forth in
Section 7.3.1.


                                       14


     "Replacements" shall have the meaning set forth in Section 7.3.1(a).

     "Required Repair Account" shall have the meaning set forth in Section
7.1.1.

     "Required Repair Fund" shall have the meaning set forth in Section 7.1.1.

     "Required Repairs" shall have the meaning set forth in Section 7.1.1.

     "Reserve Funds" shall mean the Tax and Insurance Escrow Fund, the
Replacement Reserve Fund, the Rollover Reserve Fund, the Required Repair Fund or
any other escrow fund established by the Loan Documents.

     "Restoration" shall have the meaning set forth in Section 6.2.

     "Rollover Reserve Account" shall have the meaning set forth in Section
7.4.1.

     "Rollover Reserve Commencement Date" shall mean the first date following
the date hereof or any Rollover Reserve Termination Date that (i) an Anchor
Termination Event shall have occurred and be continuing and (ii) the Debt
Service Coverage Ratio shall be below 1.35:1.00.

     "Rollover Reserve Fund" shall have the meaning set forth in Section 7.4.1.

     "Rollover Reserve Monthly Deposit" shall have the meaning set forth in
Section 7.4.1.

     "Rollover Reserve Period" shall mean any period commencing on a Rollover
Commencement Date and ending on a Rollover Reserve Termination Date.

     "Rollover Reserve Termination Date" shall mean, with respect to each
Rollover Reserve Commencement Date, the first date following such Rollover
Reserve Commencement Date that (i) no Anchor Termination Event shall have
occurred and continuing and (ii) the Debt Service Coverage Ratio shall be
1.35:1.00 or more.

     "Scheduled Defeasance Payments" shall mean scheduled payments of interest
and principal under the Note for all Payment Dates occurring after the
Defeasance Date and up to and including the Maturity Date (including, the
outstanding principal balance on the Note as of the Maturity Date).

     "Securities" shall have the meaning set forth in Section 9.1.

     "Securities Act" shall have the meaning set forth in Section 9.2(a).

     "Securitization" shall have the meaning set forth in Section 9.1.

     "Security Agreement" shall mean a security agreement in form and substance
that would be satisfactory to a prudent lender pursuant to which Borrower grants
Lender a perfected, first priority security interest in the U.S. Obligations
purchased with the Defeasance Deposit, as the case may be.


                                       15


     "Servicer" shall have the meaning set forth in Section 9.6.

     "Servicing Agreement" shall have the meaning set forth in Section 9.6.

     "Severed Loan Documents" shall have the meaning set forth in Section 8.2(c)
hereof.

     "Sponsor" shall mean Glimcher Properties Limited Partnership, a Delaware
limited partnership, or any successor.

     "State" shall mean the State or Commonwealth in which the Property or any
part thereof is located.

     "Sweep Notice" shall have the meaning set forth in Section 11.2(b).

     "Successor Borrower" shall have the meaning set forth in Section 2.4.2
hereof.

     "Survey" shall mean a survey of the Property prepared by a surveyor
licensed in the State and satisfactory to Lender and the company or companies
issuing the Title Insurance Policy, and containing a certification of such
surveyor satisfactory to Lender.

     "Tax and Insurance Escrow Fund" shall have the meaning set forth in Section
7.2.1.

     "Taxes" shall mean all real estate and personal property taxes,
assessments, water rates or sewer rents, now or hereafter levied or assessed or
imposed against the Property or part thereof.

     "Title Insurance Policy" shall mean an ALTA mortgagee title insurance
policy in the form acceptable to Lender (or, if the Property is in a State which
does not permit the issuance of such ALTA policy, such form as shall be
permitted in such State and acceptable to Lender) insuring the lien of the
Mortgage.

     "Triggering Event" shall mean any period time during which the Debt Service
Coverage Ratio for the Property is less than 1.35 to 1.00.

     "Triggering Event Termination" shall occur at such time as the Debt Service
Coverage Ratio for the Property has been restored to a level above 1.35:1.00 for
at least two (2) consecutive calendar quarters.

     "UCC" or "Uniform Commercial Code" shall mean the Uniform Commercial Code
as in effect in the State.

     "Underwriter Group" shall have the meaning set forth in Section 9.2(b)
hereof.


                                       16


     "U.S. Obligations" shall mean direct non-callable obligations of the United
States of America.

     "Yield Maintenance Premium" shall mean the amount (if any) which, when
added to the remaining principal amount of the Note, will be sufficient to
purchase U.S. Obligations providing the required Scheduled Defeasance Payments
necessary to effect a Defeasance.

     Section 1.2 Principles of Construction.

     All references to sections and schedules are to sections and schedules in
or to this Agreement unless otherwise specified. All uses of the word
"including" shall mean "including, without limitation" unless the context shall
indicate otherwise. Unless otherwise specified, the words "hereof," "herein" and
"hereunder" and words of similar import when used in this Agreement shall refer
to this Agreement as a whole and not to any particular provision of this
Agreement. Unless otherwise specified, all meanings attributed to defined terms
herein shall be equally applicable to both the singular and plural forms of the
terms so defined.

     II. GENERAL TERMS

     Section 2.1 Loan Commitment; Disbursement to Borrower.

     2.1.1 The Loan. Subject to and upon the terms and conditions set forth
herein, Lender hereby agrees to make and Borrower hereby agrees to accept the
Loan on the Closing Date.

     2.1.2 Disbursement to Borrower. Borrower may request and receive only one
borrowing hereunder in respect of the Loan and any amount borrowed and repaid
hereunder in respect of the Loan may not be reborrowed.

     2.1.3 The Note, Mortgage and Loan Documents. The Loan shall be evidenced by
the Note and secured by the Mortgage, the Assignment of Leases and the other
Loan Documents.

     2.1.4 Use of Proceeds. Borrower shall use the proceeds of the Loan to (a)
repay and discharge any existing loans relating to the Property, (b) pay all
past-due Basic Carrying Costs, if any, in respect of the Property, (c) make
deposits into the Reserve Funds on the Closing Date in the amounts provided
herein, (d) pay costs and expenses incurred in connection with the Closing of
the Loan, as approved by Lender, and (e) fund any working capital requirements
of the Property. The balance, if any, may be distributed by Borrower in
accordance with Borrower's operating agreement.

     Section 2.2 Interest; Loan Payments; Late Payment Charge; Exit Fee.

     2.2.1 Interest Generally. Interest on the outstanding principal balance of
the Loan shall accrue from the Closing Date to, but excluding, the Maturity Date
at the Applicable Interest Rate.


                                       17


     2.2.2 Interest Calculation. Interest on the outstanding principal balance
of the Loan shall be calculated by multiplying (a) the actual number of days
elapsed in the period for which the calculation is being made by (b) the
Applicable Interest Rate divided by three hundred sixty (360) by (c) the
outstanding principal balance.

     2.2.3 Payments. If the Closing Date is not the eleventh (11th) day of a
month, on the Closing Date Borrower shall pay Lender all interest scheduled to
accrue during the Interest Period in which the Closing Date occurs. The Monthly
Debt Service Payment Amount shall be paid on the Payment Date occurring in
January 11, 2006, and on each subsequent Payment Date thereafter up to and
including the Payment Date preceding the Maturity Date. Each such payment shall
be applied first to the payment of interest that has accrued during the
preceding Interest Period (calculated in accordance with Section 2.2.2 above),
and the balance of such payment, if any, shall be applied to the reduction of
the principal sum of the Loan.

     2.2.4 [INTENTIONALLY DELETED]

     2.2.5 Payment on Maturity Date.


     Borrower shall pay to Lender on the Maturity Date the outstanding principal
balance, all accrued and unpaid interest and all other amounts due hereunder and
under the Note, the Mortgage and the other Loan Documents.

     2.2.6 Payments after Default. Upon the occurrence and during the
continuance of an Event of Default, interest on the outstanding principal
balance of the Loan and, to the extent permitted by law, overdue interest and
other amounts due in respect of the Loan, shall accrue at the Default Rate,
calculated from the date such payment was due without regard to any grace or
cure periods contained herein. Interest at the Default Rate shall be computed
from the occurrence of the Event of Default until the actual receipt and
collection of the Debt (or that portion thereof that is then due). To the extent
permitted by applicable law, interest at the Default Rate shall be added to the
Debt, shall itself accrue interest at the same rate as the Loan and shall be
secured by the Mortgage. This paragraph shall not be construed as an agreement
or privilege to extend the date of the payment of the Debt, nor as a waiver of
any other right or remedy accruing to Lender by reason of the occurrence of any
Event of Default.

     2.2.7 Late Payment Charge. If any principal, interest or any other sums due
under the Loan Documents is not paid by Borrower on the date on which it is due,
Borrower shall pay to Lender, upon demand, an amount equal to the lesser of five
percent (5%) of such unpaid sum or the maximum amount permitted by applicable
law in order to defray the expense incurred by Lender in handling and processing
such delinquent payment and to compensate Lender for the loss of the use of such
delinquent payment. Any such amount shall be secured by the Mortgage and the
other Loan Documents to the extent permitted by applicable law. Notwithstanding
the foregoing, Borrower shall not be required to pay the late payment charge to
the extent sufficient amounts are deposited in the Deposit Account to satisfy
such obligations on the dates each such payment is required, regardless of
whether any of such amounts are so applied by Lender.


                                       18


     2.2.8 Usury Savings. This Agreement and the Note are subject to the express
condition that at no time shall Borrower be obligated or required to pay
interest on the principal balance of the Loan at a rate which could subject
Lender to either civil or criminal liability as a result of being in excess of
the Maximum Legal Rate. If, by the terms of this Agreement or the other Loan
Documents, Borrower is at any time required or obligated to pay interest on the
principal balance due hereunder at a rate in excess of the Maximum Legal Rate,
the Applicable Interest Rate or the Default Rate, as the case may be, shall be
deemed to be immediately reduced to the Maximum Legal Rate and all previous
payments in excess of the Maximum Legal Rate shall be deemed to have been
payments in reduction of principal and not on account of the interest due
hereunder. All sums paid or agreed to be paid to Lender for the use,
forbearance, or detention of the sums due under the Loan, shall, to the extent
permitted by applicable law, be amortized, prorated, allocated, and spread
throughout the full stated term of the Loan until payment in full so that the
rate or amount of interest on account of the Loan does not exceed the Maximum
Legal Rate of interest from time to time in effect and applicable to the Loan
for so long as the Loan is outstanding.

     Section 2.3 Prepayments.

     2.3.1 Voluntary Prepayments. Except as otherwise provided in this
Agreement, Borrower shall not have the right to prepay the Loan in whole or in
part prior to the Maturity Date.

     2.3.2 Mandatory Prepayments. On each date on which Borrower actually
receives any Net Proceeds, if Lender is not obligated to make such Net Proceeds
available to Borrower for the restoration of the Property, Borrower shall prepay
the outstanding principal balance of the Note in an amount equal to one hundred
percent (100%) of such Net Proceeds. No Yield Maintenance Fee shall be due in
connection with any prepayment made pursuant to this Section 2.3.2. Any partial
prepayment under this Section shall be applied to the last payments of principal
due under the Loan.

     Section 2.4 Defeasance.

     2.4.1 Defeasance. (a) Provided no Event of Default shall then exist,
Borrower shall have the right at any time after the Permitted Release Date to
voluntarily defease the entire Loan by and upon satisfaction of the following
conditions (such event being a "Defeasance Event"):

          (i) Borrower shall provide not less than thirty (30) days prior
     written notice to Lender specifying the date (the "Defeasance Date") on
     which the Defeasance Event is to occur and the principal amount of the Loan
     to be defeased;

          (ii) Borrower shall pay to Lender all accrued and unpaid interest on
     the principal balance of the Note to and including the Defeasance Date or
     if the Defeasance Date is not a Payment Date, to and including the next
     Payment Date;

          (iii) Borrower shall pay to Lender all other sums, not including
     scheduled interest or principal payments, then due under the Note, this
     Agreement, the Mortgage, and the other Loan Documents;


                                       19


          (iv) Borrower shall deliver to Lender the Defeasance Deposit
     applicable to the Defeasance Event;

          (v) Intentionally Omitted;

          (vi) Borrower shall execute and deliver a Security Agreement in
     respect of the U.S. Obligations purchased with the Defeasance Deposit;

          (vii) Borrower shall deliver an opinion of counsel for Borrower that
     would be satisfactory to a prudent lender stating, among other things, that
     Borrower has legally and validly transferred and assigned the U.S.
     Obligations and all obligations, rights and duties under and to the Note to
     the Successor Borrower, that Lender has a perfected first priority security
     interest in the Defeasance Deposit and the U.S. Obligations delivered by
     Borrower and that any REMIC Trust formed pursuant to a Securitization will
     not fail to maintain its status as a "real estate mortgage investment
     conduit" within the meaning of Section 860D of the Code as a result of such
     Defeasance Event;

          (viii) Borrower shall deliver confirmation in writing from the
     applicable Rating Agencies to the effect that such release will not result
     in a downgrading, withdrawal or qualification of the respective ratings in
     effect immediately prior to such Defeasance Event for the Securities issued
     in connection with the Securitization which are then outstanding. If
     required by the applicable Rating Agencies, Borrower shall also deliver or
     cause to be delivered a non-consolidation opinion with respect to the
     Successor Borrower in form and substance satisfactory to Lender and the
     applicable Rating Agencies;

          (ix) Borrower shall deliver an Officer's Certificate certifying that
     the requirements set forth in this Section 2.4.1(a) have been satisfied;

          (x) Borrower shall deliver a certificate of Borrower's independent
     certified public accountant certifying that the U.S. Obligations purchased
     with the Defeasance Deposit generate monthly amounts equal to or greater
     than the Scheduled Defeasance Payments;

          (xi) Borrower shall deliver such other certificates, documents or
     instruments as Lender may reasonably request; and

          (xii) Borrower shall pay all costs and expenses of Lender incurred in
     connection with the Defeasance Event, including any costs and expenses
     associated with a release of the Lien of the related Mortgage as provided
     in Section 2.4.1(c) hereof as well as reasonable attorneys' fees and
     expenses.

     (b) In connection with each Defeasance Event, Borrower hereby appoints
Lender as its agent and attorney-in-fact for the purpose of using the Defeasance
Deposit to purchase U.S. Obligations which provide Scheduled Defeasance Payments
on or prior to, but as close as possible to, all successive scheduled Payment
Dates after the Defeasance Date. Borrower, pursuant to the Security Agreement or
other appropriate document, shall authorize and direct that the payments
received from the U.S. Obligations may be made directly to the Deposit Account


                                       20


(unless otherwise directed by Lender) and applied to satisfy the obligations of
Borrower under the Note. Any portion of the Defeasance Deposit in excess of the
amount necessary to purchase the U.S. Obligations required by this Section 2.4.1
and satisfy Borrower's other obligations under this Section 2.4.1 shall be
remitted to Borrower.

     (c) If Borrower has elected to defease the entire Note and the requirements
of this Section 2.4.1 have been satisfied, the Property shall be released from
the lien of the Mortgage and the Defeasance Collateral pledged pursuant to the
Security Agreement shall be the sole source of collateral securing the Note. In
connection with the release of the Lien, Borrower shall submit to Lender, not
less than thirty (30) days prior to the Defeasance Date (or such shorter time as
is acceptable to Lender in its sole discretion), a release of Lien (and related
Loan Documents) for execution by Lender. Such release shall be in a form
appropriate in the jurisdiction in which the Property is located and that
contains standard provisions protecting the rights of the releasing lender. In
addition, Borrower shall provide all other documentation Lender reasonably
requires to be delivered by Borrower in connection with such release, together
with an Officer's Certificate certifying that such documentation (i) is in
compliance with all Legal Requirements, and (ii) will effect such release in
accordance with the terms of this Agreement. Borrower shall pay all costs, taxes
and expenses associated with the release of the lien of the Mortgage, including
Lender's reasonable attorneys' fees. Except as set forth in this Section 2.4.1
and Section 2.4.2, no repayment, prepayment or defeasance of all or any portion
of the Note shall cause, give rise to a right to require, or otherwise result
in, the release of the lien of the Mortgage on the Property.

     2.4.2 [INTENTIONALLY DELETED]

     2.4.3 Successor Borrower. In connection with a defeasance under this
Section 2.4, Lender shall establish or designate a successor entity (the
"Successor Borrower") which shall be a single purpose bankruptcy remote entity
with two (2) Independent Directors approved by Lender, and Borrower shall
transfer and assign all obligations, rights and duties under and to the Note, as
applicable, together with the pledged U.S. Obligations to such Successor
Borrower. Such Successor Borrower shall assume the obligations under the Note,
as applicable, and the Security Agreement and Borrower shall be relieved of its
obligations under such documents. Borrower shall pay $1,000 to any such
Successor Borrower as consideration for assuming the obligations under the Note,
as applicable, and the Security Agreement. Notwithstanding anything in this
Agreement to the contrary, no other assumption fee shall be payable upon a
transfer of the Note, as applicable, in accordance with Section 2.4.1 but
Borrower shall pay all costs and expenses incurred by Lender, including Lender's
attorneys' fees and expenses, incurred in connection therewith.


                                       21


     Section 2.5 Release on Payment in Full. Lender shall, upon the written
request and at the expense of Borrower, upon payment in full of all principal
and interest on the Loan and all other amounts due and payable under the Loan
Documents in accordance with the terms and provisions of the Note and this Loan
Agreement, release the Lien of the Mortgage on the Property.

     Section 2.6 [INTENTIONALLY DELETED]

     III. CONDITIONS PRECEDENT

     Section 3.1 Conditions Precedent to Closing.


     The obligation of Lender to make the Loan hereunder is subject to the
fulfillment by Borrower or waiver by Lender of the following conditions
precedent no later than the Closing Date:

     3.1.1 Representations and Warranties; Compliance with Conditions. The
representations and warranties of Borrower contained in this Agreement and the
other Loan Documents shall be true and correct in all material respects on and
as of the Closing Date with the same effect as if made on and as of such date,
and no Default or an Event of Default shall have occurred and be continuing; and
Borrower shall be in compliance in all material respects with all terms and
conditions set forth in this Agreement and in each other Loan Document on its
part to be observed or performed.

     3.1.2 Loan Agreement and Note. Lender shall have received a copy of this
Agreement and the Note, in each case, duly executed and delivered on behalf of
Borrower.

     3.1.3 Delivery of Loan Documents; Title Insurance; Reports; Leases.

     (a) Mortgage, Assignment of Leases. Lender shall have received from
Borrower fully executed and acknowledged counterparts of the Mortgage and the
Assignment of Leases and evidence that counterparts of the Mortgage and
Assignment of Leases have been delivered to the title company for recording, so
as to effectively create upon such recording valid and enforceable Liens upon
the Property, of the requisite priority, in favor of Lender (or such other
trustee as may be required or desired under local law), subject only to the
Permitted Encumbrances and such other Liens as are permitted pursuant to the
Loan Documents. Lender shall have also received from Borrower fully executed
counterparts of the Note, the Environmental Indemnity, the Guaranty, Assignment
of Management Agreement, Guaranty and the Assignment of Agreements.

     (b) Title Insurance. Lender shall have received a Title Insurance Policy
issued by a title company acceptable to Lender and dated as of the Closing Date,
with reinsurance and direct access agreements acceptable to Lender. Such Title
Insurance Policy shall (i) provide coverage in amounts satisfactory to Lender,
(ii) insure Lender that the Mortgage creates a valid lien on the Property of the
requisite priority, free and clear of all exceptions from coverage other than
Permitted Encumbrances and standard exceptions and exclusions from coverage (as


                                       22


modified by the terms of any endorsements), (iii) contain such endorsements and
affirmative coverages as Lender may reasonably request, and (iv) name Lender as
the insured. The Title Insurance Policy shall be assignable. Lender also shall
have received evidence that all premiums in respect of such Title Insurance
Policy have been paid.

     (c) Survey. Lender shall have received a current title survey for the
Property, certified to the title company and Lender and their successors and
assigns, in form and content satisfactory to Lender and prepared by a
professional and properly licensed land surveyor satisfactory to Lender in
accordance with the 1992 Minimum Standard Detail Requirements for ALTA/ACSM Land
Title Surveys. The survey shall meet the classification of an "Urban Survey" and
the following additional items from the list of "Optional Survey
Responsibilities and Specifications" (Table A) should be added to each survey:
2, 3, 4, 6, 8, 9, 10, 11 and 13. Such survey shall reflect the same legal
description contained in the Title Insurance Policy and shall include, among
other things, a metes and bounds description of the real property comprising
part of the Property reasonably satisfactory to Lender. The surveyor's seal
shall be affixed to the survey and the surveyor shall provide a certification
for the survey in form and substance acceptable to Lender.

     (d) Insurance. Lender shall have received valid certificates of insurance
for the policies of insurance required hereunder, satisfactory to Lender in its
sole discretion, and evidence of the payment of all premiums payable for the
existing policy period.

     (e) Environmental Reports. Lender shall have received an environmental
report in respect of the Property which report shall be satisfactory to Lender.

     (f) Zoning. Lender shall have received, at Lender's option, (i) letters or
other evidence with respect to the Property from the appropriate municipal
authorities (or other Persons) concerning applicable zoning and building laws,
(ii) an ALTA 3.1 zoning endorsement for the Title Insurance Policy or (iii) a
zoning opinion letter, in each case in substance reasonably satisfactory to
Lender.

     (g) Encumbrances. Borrower shall have taken or caused to be taken such
actions in such a manner so that Lender has a valid and perfected first Lien as
of the Closing Date on the Property, subject only to applicable Permitted
Encumbrances and such other Liens as are permitted pursuant to the Loan
Documents, and Lender shall have received satisfactory evidence thereof.

     3.1.4 Related Documents. Each additional document not specifically
referenced herein, but relating to the transactions contemplated herein, shall
have been duly authorized, executed and delivered by all parties thereto and
Lender shall have received and approved certified copies thereof.

     3.1.5 Delivery of Organizational Documents. On or before the Closing Date,
Borrower shall deliver or cause to be delivered to Lender copies certified by
Borrower of all organizational documentation related to Borrower and/or the
formation, structure, existence, good standing and/or qualification to do
business, as Lender may request in its sole discretion, including, without
limitation, good standing certificates, qualifications to do business in the


                                       23


appropriate jurisdictions, resolutions authorizing the entering into of the Loan
and incumbency certificates as may be requested by Lender.

     3.1.6 Opinions of Borrower's Counsel. Lender shall have received opinions
of Borrower's counsel (a) with respect to non-consolidation issues, and (b) with
respect to due execution, authority, enforceability of the Loan Documents and
such other matters as Lender may require, all such opinions in form, scope and
substance satisfactory to Lender and Lender's counsel in their sole discretion.

     3.1.7 Intentionally Omitted.

     3.1.8 Basic Carrying Costs. Borrower shall have paid all Basic Carrying
Costs relating to the Property which are in arrears, including without
limitation, (a) accrued but unpaid insurance premiums relating to the Property,
(b) currently due Taxes (including any in arrears) relating to the Property, and
(c) currently due Other Charges relating to the Property, which amounts shall be
funded with proceeds of the Loan.

     3.1.9 Completion of Proceedings. All corporate and other proceedings taken
or to be taken in connection with the transactions contemplated by this
Agreement and other Loan Documents and all documents incidental thereto shall be
satisfactory in form and substance to Lender, and Lender shall have received all
such counterpart originals or certified copies of such documents as Lender may
reasonably request.

     3.1.10 Payments. All payments, deposits or escrows required to be made or
established by Borrower under this Agreement, the Note and the other Loan
Documents on or before the Closing Date shall have been paid.

     3.1.11 Tenant Estoppels. Lender shall have received an executed tenant
estoppel letter, which shall be in form and substance satisfactory to Lender,
from (a) each Anchor Tenant, (b) each tenant leasing in the aggregate 20,000
square feet or more of space at the Property and (c) including the area leased
by those described in clauses (a) and (b), lessees of not less than seventy-five
percent (75%) of the remaining gross leased area of the Property.

     3.1.12 Transaction Costs. Borrower shall have paid or reimbursed Lender for
all title insurance premiums, recording and filing fees, costs of environmental
reports, Physical Conditions Reports, appraisals and other reports, the fees and
costs of Lender's counsel and all other third party out-of-pocket expenses
incurred in connection with the origination of the Loan.

     3.1.13 Material Adverse Change. There shall have been no material adverse
change in the financial condition or business condition of Borrower or the
Property since the date of the most recent financial statements delivered to
Lender. The income and expenses of the Property, the occupancy leases thereof,
and all other features of the transaction shall be as represented to Lender
without material adverse change. Neither Borrower nor any of its constituent
Persons shall be the subject of any bankruptcy, reorganization, or insolvency
proceeding.

     3.1.14 Leases and Rent Roll. Lender shall have received copies of all
tenant leases, certified copies of any tenant leases as requested by Lender and
certified copies of all ground leases affecting the Property. Lender shall have


                                       24


received a current certified rent roll of the Property, reasonably satisfactory
in form and substance to Lender.

     3.1.15 Intentionally omitted.

     3.1.16 Tax Lot. Lender shall have received evidence that the Property
constitutes one (1) or more separate tax lots, which evidence shall be
reasonably satisfactory in form and substance to Lender.

     3.1.17 Physical Conditions Reports. Lender shall have received Physical
Conditions Reports with respect to the Property, which reports shall be
reasonably satisfactory in form and substance to Lender.

     3.1.18 Management Agreement. Lender shall have received a certified copy of
the Management Agreement with respect to the Property which shall be
satisfactory in form and substance to Lender.

     3.1.19 Appraisal. Lender shall have received an appraisal of the Property,
which shall be satisfactory in form and substance to Lender.

     3.1.20 Financial Statements. Lender shall have received a balance sheet
with respect to the Property for the two most recent Fiscal Years and statements
of income and statements of cash flows with respect to the Property for the two
(2) most recent fiscal years, each in form and substance satisfactory to Lender.

     3.1.21 Further Documents. Lender or its counsel shall have received such
other and further approvals, opinions, documents and information as Lender or
its counsel may have reasonably requested including the Loan Documents in form
and substance satisfactory to Lender and its counsel.

     IV. REPRESENTATIONS AND WARRANTIES

     Section 4.1 Borrower Representations.


     Borrower represents and warrants as of the date hereof and as of the
Closing Date that:

     4.1.1 Organization. Borrower has been duly organized and is validly
existing and in good standing with requisite power and authority to own its
properties and to transact the businesses in which it is now engaged. Borrower
is duly qualified to do business and is in good standing in each jurisdiction
where it is required to be so qualified in connection with its properties,
businesses and operations. Borrower possesses all rights, licenses, permits and
authorizations, governmental or otherwise, necessary to entitle it to own its
properties and to transact the businesses in which it is now engaged, and the
sole business of Borrower is the ownership, management and operation of the
Property.

     4.1.2 Proceedings. Borrower has taken all necessary action to authorize the
execution, delivery and performance of this Agreement and the other Loan
Documents. This Agreement and such other Loan Documents have been duly executed


                                       25


and delivered by or on behalf of Borrower and constitute legal, valid and
binding obligations of Borrower enforceable against Borrower in accordance with
their respective terms, subject only to applicable bankruptcy, insolvency and
similar laws affecting rights of creditors generally, and subject, as to
enforceability, to general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law).

     4.1.3 No Conflicts. The execution, delivery and performance of this
Agreement and the other Loan Documents by Borrower will not conflict with or
result in a breach of any of the terms or provisions of, or constitute a default
under, or result in the creation or imposition of any lien, charge or
encumbrance (other than pursuant to the Loan Documents) upon any of the property
or assets of Borrower pursuant to the terms of any indenture, mortgage, deed of
trust, loan agreement, partnership agreement or other agreement or instrument to
which Borrower is a party or by which any of Borrower's property or assets is
subject, nor will such action result in any violation of the provisions of any
statute or any order, rule or regulation of any court or governmental agency or
body having jurisdiction over Borrower or any of Borrower's properties or
assets, and any consent, approval, authorization, order, registration or
qualification of or with any court or any such regulatory authority or other
governmental agency or body required for the execution, delivery and performance
by Borrower of this Agreement or any other Loan Documents has been obtained and
is in full force and effect.

     4.1.4 Litigation. There are no actions, suits or proceedings at law or in
equity by or before any Governmental Authority or other agency now pending or
threatened against or affecting Borrower or any portion of the Property, which
actions, suits or proceedings, if determined against Borrower or any portion of
the Property, might materially adversely affect the condition (financial or
otherwise) or business of Borrower or the condition or ownership of the
Property.

     4.1.5 Agreements. Borrower is not a party to any agreement or instrument or
subject to any restriction which might materially and adversely affect Borrower
or any portion of the Property, or Borrower's business, properties or assets,
operations or condition, financial or otherwise. Borrower is not in default in
any material respect 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 Borrower or the Property are bound. Borrower has
no material financial obligation under any indenture, mortgage, deed of trust,
loan agreement or other agreement or instrument to which Borrower is a party or
by which Borrower or the Property is otherwise bound, other than (a) obligations
incurred in the ordinary course of the operation of the Property and (b)
obligations under the Loan Documents.

     4.1.6 Title. Borrower has (a) good, marketable and insurable fee simple
title to the real property comprising part of the Property, (b) [intentionally
deleted] and (c) good title to the balance of the Property, free and clear of
all Liens whatsoever except the Permitted Encumbrances, such other Liens as are
permitted pursuant to the Loan Documents and the Liens created by the Loan
Documents. The Mortgage, when properly recorded in the appropriate records,
together with any Uniform Commercial Code financing statements required to be
filed in connection therewith, will create (a) a valid, perfected lien on the
Property, subject only to Permitted Encumbrances and the Liens created by the
Loan Documents and (b) perfected security interests in and to, and perfected


                                       26


collateral assignments of, all personalty (including the Leases), all in
accordance with the terms thereof, in each case subject only to any applicable
Permitted Encumbrances, such other Liens as are permitted pursuant to the Loan
Documents and the Liens created by the Loan Documents. There are no claims for
payment for work, labor or materials affecting the Property which are or may
become a lien prior to, or of equal priority with, the Liens created by the Loan
Documents.

     4.1.7 No Bankruptcy Filing. Neither Borrower nor any of its constituent
Persons are contemplating either the filing of a petition by it under any state
or federal bankruptcy or insolvency laws or the liquidation of all or a major
portion of Borrower's assets or property, and Borrower has no knowledge of any
Person contemplating the filing of any such petition against it or such
constituent Persons.

     4.1.8 Full and Accurate Disclosure. No statement of fact made by Borrower
in this Agreement or in any of the other Loan Documents contains any untrue
statement of a material fact or omits to state any material fact necessary to
make statements contained herein or therein not misleading. There is no material
fact presently known to Borrower which has not been disclosed to Lender which
adversely affects, nor as far as Borrower can foresee, might adversely affect,
the Property or the business, operations or condition (financial or otherwise)
of Borrower.

     4.1.9 No Plan Assets. Borrower is not an "employee benefit plan," as
defined in Section 3(3) of ERISA, subject to Title I of ERISA, and none of the
assets of Borrower constitutes or will constitute "plan assets" of one or more
such plans within the meaning of 29 C.F.R. Section 2510.3-101. In addition, (a)
Borrower is not a "governmental plan" within the meaning of Section 3(32) of
ERISA and (b) transactions by or with Borrower are not subject to state statutes
regulating investment of, and fiduciary obligations with respect to,
governmental plans similar to the provisions of Section 406 of ERISA or Section
4975 of the Code currently in effect, which prohibit or otherwise restrict the
transactions contemplated by this Loan Agreement.

     4.1.10 Compliance. Borrower and the Property and the use thereof comply in
all material respects with all applicable Legal Requirements, including, without
limitation, building and zoning ordinances and codes. Borrower is not in default
or violation of any order, writ, injunction, decree or demand of any
Governmental Authority. There has not been committed by Borrower or any other
Person in occupancy of or involved with the operation or use of the Property any
act or omission affording any Governmental Authority the right of forfeiture as
against the Property or any part thereof or any monies paid in performance of
Borrower's obligations under any of the Loan Documents.

     4.1.11 Financial Information. All financial data, including, without
limitation, the statements of cash flow and income and operating expense, that
have been delivered to Lender in respect of the Property (i) are true, complete
and correct in all material respects, (ii) accurately represent the financial
condition of the Property as of the date of such reports, and (iii) to the
extent prepared or audited by an independent certified public accounting firm,
have been prepared in accordance with GAAP throughout the periods covered,
except as disclosed therein. Borrower does not have any contingent liabilities,
liabilities for taxes, unusual forward or long-term commitments or unrealized or


                                       27


anticipated losses from any unfavorable commitments that are known to Borrower
and reasonably likely to have a materially adverse effect on the Property or the
operation thereof as a retail shopping center, except as referred to or
reflected in said financial statements. Since the date of such financial
statements, there has been no materially adverse change in the financial
condition, operations or business of Borrower from that set forth in said
financial statements.

     4.1.12 Condemnation. No Condemnation or other proceeding has been commenced
or, to Borrower's best knowledge, is contemplated with respect to all or any
portion of the Property or for the relocation of roadways providing access to
the Property.

     4.1.13 Federal Reserve Regulations. No part of the proceeds of the Loan
will be used for the purpose of purchasing or acquiring any "margin stock"
within the meaning of Regulation U of the Board of Governors of the Federal
Reserve System or for any other purpose which would be inconsistent with such
Regulation U or any other Regulations of such Board of Governors, or for any
purposes prohibited by Legal Requirements or by the terms and conditions of this
Agreement or the other Loan Documents.

     4.1.14 Utilities and Public Access. The Property has rights of access to
public ways and is served by water, sewer, sanitary sewer and storm drain
facilities adequate to service the Property for its intended uses. All public
utilities necessary or convenient to the full use and enjoyment of the Property
are located either in the public right-of-way abutting the Property (which are
connected so as to serve the Property without passing over other property) or in
recorded easements serving the Property and such easements are set forth in and
insured by the Title Insurance Policy. All roads necessary for the use of the
Property for its current purposes have been completed and dedicated to public
use and accepted by all Governmental Authorities.

     4.1.15 Not a Foreign Person. Borrower is not a "foreign person" within the
meaning of ss.1445(f)(3) of the Code.

     4.1.16 Separate Lots. Except for any easement rights over adjacent land,
the Property is comprised of one (1) or more parcels which constitute a separate
tax lot or lots and does not constitute a portion of any other tax lot that is
not a part of the Property.

     4.1.17 Assessments. There are no pending or proposed special or other
assessments for public improvements or otherwise affecting the Property, nor are
there any contemplated improvements to the Property that may result in such
special or other assessments.

     4.1.18 Enforceability. The Loan Documents are not subject to any right of
rescission, set-off, counterclaim or defense by Borrower, including the defense
of usury, nor would the operation of any of the terms of the Loan Documents, or
the exercise of any right thereunder, render the Loan Documents unenforceable,
and Borrower has not asserted any right of rescission, set-off, counterclaim or
defense with respect thereto.

     4.1.19 No Prior Assignment. There are no prior assignments of the Leases or
any portion of the Rents due and payable or to become due and payable which are
presently outstanding.


                                       28


     4.1.20 Insurance. Borrower has obtained and has delivered to Lender
certified copies of all insurance policies reflecting the insurance coverages,
amounts and other requirements set forth in this Agreement. No claims have been
made under any such policy, and no Person, including Borrower, has done, by act
or omission, anything which would impair the coverage of any such policy.

     4.1.21 Use of Property. The Property is used exclusively as a retail
shopping center and other appurtenant and related uses.

     4.1.22 Certificate of Occupancy; Licenses. All certifications, permits,
licenses and approvals, including without limitation, certificates of completion
and occupancy permits required for the legal use, occupancy and operation of the
Property as a retail shopping center (collectively, the "Licenses"), have been
obtained and are in full force and effect. Borrower shall keep and maintain all
licenses necessary for the Borrower's operation of the Property as a retail
shopping center. The use being made of the Property is in conformity with the
certificate of occupancy issued for the Property.

     4.1.23 Flood Zone. Except as may be reported on the Survey, none of the
Improvements are located in an area as identified by the Federal Emergency
Management Agency as an area having special flood hazards.

     4.1.24 Physical Condition. Except as disclosed in the Physical Conditions
Report, the Property, including, without limitation, all buildings,
improvements, parking facilities, sidewalks, storm drainage systems, roofs,
plumbing systems, HVAC systems, fire protection systems, electrical systems,
equipment, elevators, exterior sidings and doors, landscaping, irrigation
systems and all structural components, are in good condition, order and repair
in all material respects; except as disclosed in the Physical Conditions Report,
there exists no structural or other material defects or damages in any portion
of the Property, whether latent or otherwise, and Borrower has not received
notice from any insurance company or bonding company of any defects or
inadequacies in the Property, or any part thereof, which would adversely affect
the insurability of the same or cause the imposition of extraordinary premiums
or charges thereon or of any termination or threatened termination of any policy
of insurance or bond.

     4.1.25 Boundaries. Except as may be reported in the Survey, all of the
improvements which were included in determining the appraised value of the
Property lie wholly within the boundaries and building restriction lines of the
Property, and no improvements on adjoining properties encroach upon the
Property, and no easements or other encumbrances upon the Property encroach upon
any of the improvements, so as to affect the value or marketability of the
Property except those which are insured against by title insurance.

     4.1.26 Leases. The Property is not subject to any Leases other than the
Leases described in Schedule I attached hereto and made a part hereof. No Person
has any possessory interest in the Property or any part thereof, or right to
occupy the same except under and pursuant to the provisions of the Leases. The
current Leases are in full force and effect and, except as may have been
reflected in any tenant estoppel certificates delivered to Lender or in Schedule
I, Borrower is not aware of any defaults thereunder by either party and there
are no conditions that, with the passage of time or the giving of notice, or


                                       29


both, would constitute defaults thereunder on the part of Borrower or to
Borrower's knowledge, on the part of any tenant. No Rent (including security
deposits) has been paid more than one (1) month in advance of its due date.
Except as disclosed in the tenant estoppels or disclosed in Schedule I, all work
to be performed by Borrower under each Lease has been performed as required and
has been accepted by the applicable tenant, and any payments, free rent, partial
rent, rebate of rent or other payments, credits, allowances or abatements
required to be given by Borrower to any tenant have already been received by
such tenant. There has been no prior sale, transfer or assignment, hypothecation
or pledge of any Lease or of the Rents received therein. To Borrower's
knowledge, except as disclosed in the tenant estoppels or disclosed in Schedule
I, no tenant listed on Schedule I has assigned its Lease or sublet all or any
portion of the premises demised thereby to Borrower's knowledge; no such tenant
holds its leased premises under assignment or sublease, nor does anyone except
such tenant and its employees occupy such leased premises. Except as disclosed
in the tenant estoppels or disclosed in Schedule I, no tenant under any Lease
has a right or option pursuant to such Lease or otherwise to purchase all or any
part of the leased premises or the building of which the leased premises are a
part. Borrower is not aware that any hazardous wastes or toxic substances, as
defined by applicable federal, state or local statutes, rules and regulations,
have been disposed, stored or treated by any tenant under any Lease on or about
the leased premises except cleaning supplies used and stored in compliance with
law and inventory held for retail sale in compliance with law, nor does Borrower
have any knowledge of any tenant's intention to use its leased premises for any
activity which, directly or indirectly, involves the use, generation, treatment,
storage, disposal or transportation of any petroleum product or any toxic or
hazardous chemical, material, substance or waste except cleaning supplies used
and stored in compliance with law and inventory held for retail sale in
compliance with law. Schedule I attached hereto is true and complete in all
material respects.

     4.1.27 Survey. The Survey for the Property delivered to Lender in
connection with this Agreement has been prepared in accordance with the
provisions of Section 3.1.3(c) hereof, and does not fail to reflect any material
matter affecting the Property or the title thereto.

     4.1.28 Loan to Value. The maximum principal amount of the Loan does not
exceed one hundred twenty-five percent (125%) of the fair market value of the
Property.

     4.1.29 Filing and Recording Taxes. All transfer taxes, deed stamps,
intangible taxes or other amounts in the nature of transfer taxes required to be
paid by any Person under applicable Legal Requirements currently in effect in
connection with the transfer of the Property to Borrower have been paid. All
mortgage, mortgage recording, stamp, intangible or other similar tax required to
be paid by any Person under applicable Legal Requirements currently in effect in
connection with the execution, delivery, recordation, filing, registration,
perfection or enforcement of any of the Loan Documents, including, without
limitation, the Mortgage, have been paid, and, under current Legal Requirements,
the Mortgage is enforceable in accordance with its terms by Lender (or any
subsequent holder thereof).

     4.1.30 Single Purpose Entity/Separateness. Borrower represents, warrants
and covenants as follows:


                                       30


     (a) The purpose for which Borrower is organized is and shall be limited
solely to (i) owning, holding, selling, leasing, transferring, exchanging,
operating and managing the Property, (ii) entering into this Loan Agreement with
Lender, (iii) refinancing the Property in connection with a permitted repayment
of the Loan and (iv) transacting any and all lawful business for which Borrower
may be organized under its constitutive law that is incident, necessary and
appropriate to accomplish the foregoing.

     (b) Borrower does not own and will not own any asset or property other than
(i) the Property, and (ii) incidental personal property necessary for and used
or to be used in connection with the ownership or operation of the Property.

     (c) Borrower will not engage in any business other than the ownership,
management and operation of the Property.

     (d) Borrower will not enter into any contract or agreement with any
Affiliate of Borrower, any constituent party of Borrower, any owner of Borrower,
any guarantors of the obligations of Borrower or any Affiliate of any
constituent party, owner or guarantor (collectively, the "Related Parties"),
except upon terms and conditions that are intrinsically fair, commercially
reasonable and substantially similar to those that would be available on an
arm's-length basis with third parties not so affiliated with Borrower or such
Related Parties. Lender acknowledges that Related Parties have executed the
Management Agreement.

     (e) Borrower will not incur any Indebtedness other than (i) the Loan; (ii)
trade and operational debt incurred in the ordinary course of business with
trade creditors in amounts as are normal and reasonable under the circumstances,
provided such debt is not evidenced by a note and is not in excess of sixty days
past due and is not in excess of $1,000,000 in the aggregate; (iii) personal
property financing not in excess of $1,000,000 in the aggregate; and (iv)
personal property leases providing for rental payments not in excess of $500,000
per annum. No Indebtedness other than the Debt may be secured (senior,
subordinate or pari passu) by the Property.

     (f) Borrower will not make any loans or advances to any Person and shall
not acquire obligations or securities of any Related Party.

     (g) Borrower is and will remain solvent and Borrower will pay its debts and
liabilities (including, as applicable, shared personnel and overhead expenses)
from its assets as the same shall become due.

     (h) Borrower will do all things necessary to observe organizational
formalities and preserve its existence, and Borrower will not, nor will Borrower
permit any Related Party to, amend, modify or otherwise change the partnership
certificate, partnership agreement, articles of incorporation and bylaws,
operating agreement, trust or other organizational documents of Borrower or such
Related Party without the prior written consent of Lender.

     (i) Borrower will maintain all of its books, records, financial statements
and bank accounts separate from those of any other Person and Borrower's assets
will not be listed as assets on the financial statement of any other Person;
provided, however, that Borrower's assets may be included in a consolidated
financial statement of a real estate investment trust (a "REIT") if inclusion on


                                       31


such a consolidated statement is required to comply with the requirements of
GAAP. Borrower will file its own tax returns and will not file a consolidated
federal income tax return with any other Person; provided, however, that if such
Person is a corporation wholly owned by a REIT, such entity may be included in a
consolidated federal income tax return of the REIT if inclusion on such a
consolidated tax return is required to comply with the requirements of the
Internal Revenue Service. Borrower shall maintain its books, records,
resolutions and agreements as official records.

     (j) Borrower will be, and at all times will hold itself out to the public
as, a legal entity separate and distinct from any other Person (including any
Affiliate or other Related Party), shall correct any known misunderstanding
regarding its status as a separate entity, shall conduct business in its own
name and shall maintain and utilize separate stationery, invoices and checks.

     (k) Borrower will maintain adequate capital for the normal obligations
reasonably foreseeable in a business of its size and character and in light of
its contemplated business operations.

     (l) Neither Borrower nor any Related Party will seek the dissolution,
winding up, liquidation, consolidation or merger in whole or in part, or the
sale of material assets of Borrower.

     (m) Borrower will not commingle its assets with those of any other Person
and will hold all of its assets in its own name;

     (n) Borrower will not guarantee or become obligated for the debts of any
other Person and does not and will not hold itself out as being responsible for
the debts or obligations of any other Person.

     (o) If Borrower is a limited partnership or a limited liability company
(other than an approved single member limited liability company), at least one
general partner or member, or if Borrower is a general partnership at least two
general partners (each, an "SPC Party") shall be a corporation whose sole asset
is its interest in Borrower and each such SPC Party will at all times comply,
and will cause Borrower to comply, with each of the representations, warranties,
and covenants contained in this Section 4.1.30 as if such representation,
warranty or covenant was made directly by such SPC Party. Upon the withdrawal or
the disassociation of the SPC Party from Borrower, Borrower shall immediately
appoint a new member or general partner whose articles of incorporation are
substantially similar to those of the SPC Party and deliver a new Insolvency
Opinion to the Rating Agency or Rating Agencies, as applicable, with respect to
the new SPC Party and its equity owners. Notwithstanding anything to the
contrary in this Agreement, in no event shall the Property be transferred to any
entity other than a corporation, limited partnership or limited liability
company.

     (p) if Borrower is an approved single member limited liability company,
Borrower shall be a Delaware limited liability company that has at least (x) two
(2) springing members who are individuals acceptable to Lender and who shall
automatically become members of the limited liability company having a 0%
economic interest therein upon the occurrence of any event which would cause the
sole member of the limited liability company to cease to be a member thereof,


                                       32


and (y) two (2) duly appointed Independent Directors (as hereinafter defined) as
directors or managers who may also be springing members, and has not caused or
allowed and will not cause or allow the directors or managers of such entity to
take any action requiring the unanimous affirmative vote of one hundred percent
(100%) of the members of its board of directors or its managers unless both
Independent Directors shall have participated in such vote;

     (q) Borrower shall at all times cause there to be at least two (2) duly
appointed members of the board of directors (an "Independent Director") of
Borrower (if a corporation) or of each SPC Party (if Borrower is a limited
partnership or a limited liability company) reasonably satisfactory to Lender
who is provided by a nationally recognized company that provides professional
independent directors and is not at the time of initial appointment and has not
been at any time during the preceding five (5) years and shall not be while
serving as an Independent Director: (i) a stockholder, director (other than as
an Independent Director of Borrower or of a special purpose corporation
affiliated with Borrower), officer, employee, partner, attorney or counsel of
Borrower or such SPC Party or any Affiliate of either of them; (ii) a creditor,
customer, supplier or other Person who derives any of its purchases or revenues
(other than any fees derived from the performance of standard corporate
representative services) from its activities with Borrower or such SPC Party or
any Affiliate of either of them; (iii) a Person controlling or under common
control with any such stockholder, partner, creditor, customer, supplier or
other Person; or (iv) a member of the immediate family of any such stockholder,
director, officer, employee, partner, creditor, customer, supplier or other
Person. (As used herein, the term "control" means the possession, directly or
indirectly, of the power to direct or cause the direction of management,
policies or activities of a Person, whether through ownership of voting
securities, by contract or otherwise.)

     (r) Borrower shall not (and Borrower shall not cause or permit the board of
directors of an SPC Party) to take any action which, under the terms of any
applicable organizational document, requires the vote of the Independent
Directors unless at the time of such action there shall be at least two members
who are Independent Directors.

     (s) Borrower shall allocate fairly and reasonably any overhead expenses
that are shared with an Affiliate, including paying for office space and
services performed by any employee of an Affiliate or Related Party.

     (t) Borrower shall not pledge its assets for the benefit of any other
Person other than with respect to the Loan.

     (u) Borrower shall maintain a sufficient number of employees in light of
its contemplated business operations and pay the salaries of its own employees
from its own funds.

     (v) Borrower shall provide in its (i) operating agreement, if it is a
limited liability company, (ii) limited partnership agreement, if it is a
limited partnership or (iii) certificate of incorporation, if it is a
corporation, that for so long as the Loan is outstanding pursuant to the Note,
this Agreement and the other Loan Documents, it shall not file or consent to the
filing of any petition, either voluntary or involuntary, to take advantage of
any applicable insolvency, bankruptcy, liquidation or reorganization statute, or
make an assignment for the benefit of creditors without the affirmative vote of
each of the Independent Directors and of all other general partners/managing
members/directors.


                                       33


     (w) Borrower shall conduct its business so that the assumptions made with
respect to Borrower in the Insolvency Opinion shall be true and correct in all
respects.

     4.1.31 Management Agreement. The Management Agreement is in full force and
effect and there is no default thereunder by any party thereto and no event has
occurred that, with the passage of time and/or the giving of notice would
constitute a default thereunder.

     4.1.32 Illegal Activity. No portion of the Property has been or will be
purchased with proceeds of any illegal activity.

     4.1.33 No Change in Facts or Circumstances; Disclosure. All information
submitted by Borrower to Lender and in all financial statements (including, but
not limited to, the financial statements attached hereto as Schedule III), the
rent roll attached hereto as Schedule I, reports, certificates and other
documents submitted in connection with the Loan or in satisfaction of the terms
thereof and all statements of fact made by Borrower in this Agreement or in any
other Loan Document, are accurate, complete and correct in all material
respects. There has been no material adverse change in any condition, fact,
circumstance or event that would make any such information inaccurate,
incomplete or otherwise misleading in any material respect or that otherwise
materially and adversely affects or might materially and adversely affect the
Property or the business operations or the financial condition of Borrower.
Borrower has disclosed to Lender all material facts and has not failed to
disclose any material fact that could cause any representation or warranty made
herein to be materially misleading.

     4.1.34 [INTENTIONALLY DELETED.]

     4.1.35 Initial Budget. Borrower shall deliver to Lender the Annual Budget
for the current Fiscal Year no later than sixty (60) days from the Closing Date.

     4.1.36 [INTENTIONALLY DELETED]

     4.1.37 Embargoed Person. As of the date hereof and at all times throughout
the term of the Loan, (a) none of the funds or other assets of Borrower and
Guarantor constitute or will constitute property of, or are or will be
beneficially owned, directly or indirectly, by any person, entity or government
(excluding the limited partners of Guarantor) subject to trade restrictions
under U.S. law, including, but not limited to, the International Emergency
Economic Powers Act, 50 U.S.C. ss.ss. 1701 et seq., The Trading with the Enemy
Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations
promulgated thereunder with the result that the investment in Borrower or
Guarantor, as applicable (whether directly or indirectly), is prohibited by law
or the Loan made by the Lender is in violation of law ("Embargoed Person"); (b)
no Embargoed Person (excluding the limited partners of Guarantor) has or will
have any interest of any nature whatsoever in Borrower or Guarantor, as
applicable, with the result that the investment in Borrower or Guarantor, as
applicable (whether directly or indirectly), is prohibited by law or the Loan is
in violation of law; and (c) none of the funds of Borrower or Guarantor
(excluding the limited partners of Guarantor), as applicable, have been or will
be derived from any unlawful activity with the result that the investment in
Borrower or Guarantor, as applicable (whether directly or indirectly), is
prohibited by law or the Loan is in violation of law.


                                       34


     Section 4.2 Survival of Representations.

     Borrower agrees that all of the representations and warranties of Borrower
set forth in Section 4.1 and elsewhere in this Agreement and in the other Loan
Documents shall survive for so long as any amount remains owing to Lender under
this Agreement or any of the other Loan Documents by Borrower. All
representations, warranties, covenants and agreements made in this Agreement or
in the other Loan Documents by Borrower shall be deemed to have been relied upon
by Lender notwithstanding any investigation heretofore or hereafter made by
Lender or on its behalf.

     V. BORROWER COVENANTS

     Section 5.1 Affirmative Covenants.

     From the date hereof and until payment and performance in full of all
obligations of Borrower under the Loan Documents or the earlier release of the
Lien of the Mortgage (and all related obligations) in accordance with the terms
of this Agreement and the other Loan Documents, Borrower hereby covenants and
agrees with Lender that:

     5.1.1 Existence; Compliance with Legal Requirements; Insurance. Borrower
shall do or cause to be done all things necessary to preserve, renew and keep in
full force and effect its existence, rights, licenses, permits and franchises
and comply with all Legal Requirements applicable to it and the Property. There
shall never be committed by Borrower or any other Person in Borrower's
employment or control or involved with the operation of the Property any act or
omission affording any Governmental Authority the right of forfeiture as against
the Property or any part thereof or any monies paid in performance of Borrower's
obligations under any of the Loan Documents. Borrower hereby covenants and
agrees not to commit, permit or suffer to exist any act or omission affording
such right of forfeiture. Borrower shall at all times maintain, preserve and
protect all franchises and trade names and preserve all the remainder of its
property used by Borrower in the conduct of its business and shall keep the
Property in good working order and repair, and from time to time make, or cause
to be made, all reasonably necessary repairs, renewals, replacements,
betterments and improvements thereto. Borrower shall keep the Property insured
at all times by financially sound and reputable insurers, to such extent and
against such risks, and maintain liability and such other insurance, as is more
fully provided in this Agreement.

     5.1.2 Taxes and Other Charges. Borrower shall pay all Taxes and Other
Charges now or hereafter levied or assessed or imposed against the Property or
any part thereof as the same become due and payable; provided, however,
Borrower's obligation to directly pay Taxes shall be suspended for so long as
Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower
will deliver to Lender receipts for payment or other evidence satisfactory to
Lender that the Taxes and Other Charges have been so paid or are not then
delinquent no later than ten (10) Business Days after the date on which the
Taxes and/or Other Charges would otherwise be delinquent if not paid (provided,
however, that Borrower is not required to furnish such receipts for payment of
Taxes in the event that such Taxes have been paid by Lender pursuant to Section
7.2 hereof). Borrower shall not suffer and shall promptly cause to be paid and
discharged any Lien or charge whatsoever which may be or become a Lien or charge


                                       35


against the Property, and shall promptly pay for all utility services provided
to the Property. After prior written notice to Lender, Borrower, at its own
expense, may contest by appropriate legal proceeding, promptly initiated and
conducted in good faith and with due diligence, the amount or validity or
application in whole or in part of any Taxes or Other Charges, provided that (i)
no Default or Event of Default has occurred and remains uncured; (ii) such
proceeding shall be permitted under and be conducted in accordance with the
provisions of any other instrument to which Borrower is subject and shall not
constitute a default thereunder and such proceeding shall be conducted in
accordance with all applicable statutes, laws and ordinances; (iii) neither the
Property nor any part thereof or interest therein will be in danger of being
sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly
upon final determination thereof pay the amount of any such Taxes or Other
Charges, together with all costs, interest and penalties which may be payable in
connection therewith; (v) such proceeding shall suspend the collection of such
contested Taxes or Other Charges from the Property; and (vi) Borrower shall
furnish such security as may be required in the proceeding, or as may be
reasonably requested by Lender, to insure the payment of any such Taxes or Other
Charges, together with all interest and penalties thereon. Lender may pay over
any such cash deposit or part thereof held by Lender to the claimant entitled
thereto at any time when, in the judgment of Lender, the entitlement of such
claimant is established.

     5.1.3 Litigation. Borrower shall give prompt written notice to Lender of
any litigation or governmental proceedings pending or threatened against
Borrower which might materially adversely affect Borrower's condition (financial
or otherwise) or business or the Property.

     5.1.4 Access to Property. Borrower shall permit agents, representatives and
employees of Lender to inspect the Property or any part thereof at reasonable
hours upon reasonable advance notice.

     5.1.5 Notice of Default. Borrower shall promptly advise Lender of any
material adverse change in Borrower's condition, financial or otherwise, or of
the occurrence of any Default or Event of Default of which Borrower has
knowledge.

     5.1.6 Cooperate in Legal Proceedings. Borrower shall cooperate fully with
Lender with respect to any proceedings before any court, board or other
Governmental Authority which may in any way affect the rights of Lender
hereunder or any rights obtained by Lender under any of the other Loan Documents
and, in connection therewith, permit Lender, at its election, to participate in
any such proceedings.

     5.1.7 Perform Loan Documents. Borrower shall observe, perform and satisfy
all the terms, provisions, covenants and conditions of, and shall pay when due
all costs, fees and expenses to the extent required under the Loan Documents
executed and delivered by, or applicable to, Borrower.

     5.1.8 Insurance Benefits. Borrower shall cooperate with Lender in obtaining
for Borrower and for Lender, as provided in Section 6.1 hereof, the benefits of
any Insurance Proceeds lawfully or equitably payable in connection with the
Property, and Lender shall be reimbursed for any expenses incurred in connection
therewith (including attorneys' fees and disbursements, and the payment by


                                       36


Borrower of the expense of an appraisal on behalf of Lender in case of a fire or
other casualty affecting the Property or any part thereof) out of such Insurance
Proceeds.

     5.1.9 Further Assurances. Borrower shall, at Borrower's sole cost and
expense:

     (a) furnish to Lender 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 by Borrower
pursuant to the terms of the Loan Documents or reasonably requested by Lender in
connection therewith;

     (b) execute and deliver to Lender 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 the obligations of Borrower under the Loan Documents, as
Lender may reasonably require; and

     (c) do and execute all and such further lawful and reasonable acts,
conveyances and assurances for the better and more effective carrying out of the
intents and purposes of this Agreement and the other Loan Documents, as Lender
shall reasonably require from time to time.

     5.1.10 Mortgage Taxes. As of the date hereof, Borrower represents that it
has paid all state, county and municipal recording and all other taxes imposed
upon the execution and recordation of the Mortgage.

     5.1.11 Financial Reporting.

     (a) Borrower will keep and maintain or will cause to be kept and maintained
on a Fiscal Year basis, in accordance with GAAP (or such other accounting basis
acceptable to Lender), proper and accurate books, records and accounts
reflecting all of the financial affairs of Borrower and all items of income and
expense in connection with the operation of the Property. Lender shall have the
right from time to time at all times during normal business hours upon
reasonable notice to examine such books, records and accounts at the office of
Borrower or other Person maintaining such books, records and accounts and to
make such copies or extracts thereof as Lender shall desire. After the
occurrence of an Event of Default, Borrower shall pay any costs and expenses
incurred by Lender to examine Borrower's accounting records with respect to the
Property, as Lender shall determine to be necessary or appropriate in the
protection of Lender's interest.

     (b) Borrower will furnish to Lender annually, within ninety-five (95) days
following the end of each Fiscal Year of Borrower, a complete copy of Borrower's
annual financial statements audited by a "Big Four" accounting firm or other
independent certified public accountant acceptable to Lender in accordance with
GAAP (or such other accounting basis acceptable to Lender) covering the Property
for such Fiscal Year and containing statements of profit and loss for Borrower
and the Property and a balance sheet for Borrower. Such statements shall set
forth the financial condition and the results of operations for the Property for
such Fiscal Year, and shall include, but not be limited to, amounts representing
annual Net Cash Flow, Net Operating Income, Gross Income from Operations and
Operating Expenses. Borrower's annual financial statements shall be accompanied
by (i) a comparison of the budgeted income and expenses and the actual income


                                       37


and expenses for the prior Fiscal Year, (ii) a certificate executed by the chief
financial officer of Borrower or the general partner or managing member of
Borrower, as applicable, stating that each such annual financial statement
presents fairly the financial condition and the results of operations of
Borrower and the Property and has been prepared in accordance with GAAP, (iii)
an unqualified opinion of a "Big Four" accounting firm or other independent
certified public accountant reasonably acceptable to Lender, (iv) a list of
tenants, if any, occupying more than twenty (20%) percent of the total floor
area of the Improvements, (v) a breakdown showing the year in which each Lease
then in effect expires and the percentage of total floor area of the
Improvements and the percentage of base rent with respect to which Leases shall
expire in each such year, each such percentage to be expressed on both a per
year and cumulative basis, (vi) a schedule audited by such independent certified
public accountant reconciling Net Operating Income to Net Cash Flow (the "Net
Cash Flow Schedule"), which shall itemize all adjustments made to Net Operating
Income to arrive at Net Cash Flow deemed material by such independent certified
public accountant; and (vii) a calculation reflecting the annual Debt Service
Coverage Ratio calculated as of the last day of such Fiscal Year. Together with
Borrower's annual financial statements, Borrower shall furnish to Lender an
Officer's Certificate certifying as of the date thereof whether there exists an
event or circumstance which constitutes a Default or Event of Default under the
Loan Documents executed and delivered by, or applicable to, Borrower, and if
such Default or Event of Default exists, the nature thereof, the period of time
it has existed and the action then being taken to remedy the same. In addition,
such certificate shall also be accompanied by a certificate of the chief
financial officer of Borrower or the general partner or managing member of
Borrower stating that the representations and warranties of Borrower set forth
in Section 4.1.30(e) are true and correct as of the date of such certificate and
that there are no trade payables outstanding for more than ninety (90) days.

     (c) Borrower will furnish, or cause to be furnished, to Lender on or before
thirty (30) days after the end of each calendar month the following items,
accompanied by a certificate of the chief financial officer of Borrower or the
general partner or managing member of Borrower, as applicable, stating that such
items are true, correct, accurate, and complete and fairly present the financial
condition and results of the operations of Borrower and the Property (subject to
normal year-end adjustments) as applicable: (i) a rent roll for the subject
month accompanied by an Officer's Certificate with respect thereto; and (ii)
monthly and year-to-date operating statements (including Capital Expenditures)
prepared for each calendar month on an accrual basis, noting Net Operating
Income, Gross Income from Operations, and Operating Expenses (not including any
contributions to the Replacement Reserve Fund and the Rollover Reserve Fund),
and other information necessary and sufficient to fairly represent the financial
position and results of operation of the Property during such calendar month,
and containing a comparison of budgeted income and expenses and the actual
income and expenses together with a detailed explanation of any variances which
(y) are five percent (5%) or more between budgeted and actual amounts for such
periods and (z) exceed Twenty-Five Thousand and No/100 Dollars ($25,000), all in
form satisfactory to Lender.


                                       38


     (d) For the partial Fiscal Year commencing on the date hereof, and for each
Fiscal Year thereafter, Borrower shall submit to Lender an Annual Budget not
later than thirty (30) days prior to the commencement of such period or Fiscal
Year.

     (e) Borrower shall furnish to Lender, within ten (10) Business Days after
request (or as soon thereafter as may be reasonably possible), such further
detailed information with respect to the operation of the Property and the
financial affairs of Borrower as may be reasonably requested by Lender.

     (f) Any reports, statements or other information required to be delivered
under this Agreement shall be delivered (i) in paper form and (ii) if requested
by Lender and within the capabilities of Borrower's data systems without change
or modification thereto, in electronic form and prepared using a Microsoft Word
for Windows or WordPerfect for Windows files (which files may be prepared using
a spreadsheet program and saved as word processing files).

     5.1.12 Business and Operations. Borrower will continue to engage in the
businesses presently conducted by it as and to the extent the same are necessary
for the ownership, maintenance, management and operation of the Property.
Borrower will qualify to do business and will remain in good standing under the
laws of the jurisdiction as and to the extent the same are required for the
ownership, maintenance, management and operation of the Property.

     5.1.13 Title to the Property. Borrower will warrant and defend (a) the
title to the Property and every part thereof, subject only to Liens permitted
hereunder (including Permitted Encumbrances) and (b) the validity and priority
of the Lien of the Mortgage and the Assignment of Leases on the Property,
subject only to Liens permitted hereunder (including Permitted Encumbrances), in
each case against the claims of all Persons whomsoever.

     5.1.14 Costs of Enforcement. In the event (a) that the Mortgage is
foreclosed in whole or in part or that the Mortgage is put into the hands of an
attorney for collection, suit, action or foreclosure, (b) of the foreclosure of
any mortgage prior to or subsequent to the Mortgage in which proceeding Lender
is made a party, or (c) of the bankruptcy, insolvency, rehabilitation or other
similar proceeding in respect of Borrower or any of its constituent Persons or
an assignment by Borrower or any of its constituent Persons for the benefit of
its creditors, Borrower, its successors or assigns, shall be chargeable with and
agrees to pay all costs of collection and defense, including reasonable
attorneys' fees and costs, incurred by Lender or Borrower in connection
therewith and in connection with any appellate proceeding or post-judgment
action involved therein, together with all required service or use taxes.

     5.1.15 Estoppel Statement. (a) After request by Lender, Borrower shall
within ten (10) business days furnish Lender with a statement, duly acknowledged
and certified, setting forth (i) the amount of the original principal amount of
the Note, (ii) the unpaid principal amount of the Note, (iii) the Applicable
Interest Rate of the Note, (iv) the date installments of interest and/or
principal were last paid, (v) any offsets or defenses to the payment of the
Debt, if any, and (vi) that the Note, this Agreement, the Mortgage and the other
Loan Documents are valid, legal and binding obligations and have not been
modified or if modified, giving particulars of such modification.


                                       39


     (b) Borrower shall deliver to Lender upon request, tenant estoppel
certificates from each commercial tenant leasing space at the Property in form
as required under each tenant's Lease or, if a form is not so specified, then in
form and substance reasonably satisfactory to Lender provided that Borrower
shall not be required to deliver such certificates more frequently than once in
any calendar year.

     5.1.16 Loan Proceeds. Borrower shall use the proceeds of the Loan received
by it on the Closing Date only for the purposes set forth in Section 2.1.4.

     5.1.17 Performance by Borrower. Borrower shall in a timely manner observe,
perform and fulfill each and every covenant, term and provision of each Loan
Document executed and delivered by, or applicable to, Borrower, and shall not
enter into or otherwise suffer or permit any amendment, waiver, supplement,
termination or other modification of any Loan Document executed and delivered
by, or applicable to, Borrower without the prior written consent of Lender.

     5.1.18 Confirmation of Representations. Borrower shall deliver, in
connection with any Securitization, (a) one or more Officer's Certificates
certifying as to the accuracy of all representations made by Borrower in the
Loan Documents as of the date of the closing of such Securitization in all
relevant jurisdictions, and (b) certificates of the relevant Governmental
Authorities in all relevant jurisdictions indicating the good standing and
qualification of Borrower and its general partner or managing member as of the
date of the Securitization.

     5.1.19 No Joint Assessment. Borrower shall not suffer, permit or initiate
the joint assessment of any portion of the Property (a) with any other real
property constituting a tax lot separate from the Property, or (b) which
constitutes real property with any portion of the Property which may be deemed
to constitute personal property, or any other procedure whereby the lien of any
taxes which may be levied against such personal property shall be assessed or
levied or charged to the such real property portion of the Property.

     5.1.20 Leasing Matters. Any Leases with respect to the Property executed
after the date hereof, for more than 10,000 square feet shall be subject to
approval by Lender, which approval shall not be unreasonably withheld,
conditioned or delayed. Upon request, Borrower shall furnish Lender with
executed copies of all Leases. All renewals of Leases and all proposed Leases
shall provide for rental rates comparable to existing local market rates. All
proposed Leases shall be on commercially reasonable terms and shall not contain
any terms which would materially and adversely affect Lender's rights under the
Loan Documents. All Leases executed after the date hereof shall provide that
they are subordinate to the Mortgage and that the lessee agrees to attorn to
Lender or any purchaser at a sale by foreclosure or power of sale. Lender agrees
to provide non-disturbance agreements from subordinating tenants leasing more
than 10,000 square feet on Lender's then standard form. Borrower (i) shall
observe and perform the obligations imposed upon the lessor under the Leases in
a commercially reasonable manner; (ii) shall enforce and may amend or terminate
the terms, covenants and conditions contained in the Leases upon the part of the
lessee thereunder to be observed or performed in a commercially reasonable
manner and in a manner not to impair the value of the Property except that no
termination by Borrower or acceptance of surrender by a tenant of any Leases
shall be permitted unless by reason of a tenant default and then only in a


                                       40


commercially reasonable manner to preserve and protect the Property provided,
however, that no such termination or surrender of any Lease covering more than
10,000 square feet will be permitted without the written consent of Lender,
which consent shall not be unreasonably withheld; (iii) shall not collect any of
the rents more than one (1) month in advance (other than security deposits);
(iv) shall not execute any other assignment of lessor's interest in the Leases
or the Rents (except as contemplated by the Loan Documents); (v) shall not
alter, modify or change the terms of the Leases in a manner inconsistent with
the provisions of the Loan Documents; and (vi) shall execute and deliver at the
request of Lender all such further assurances, confirmations and assignments in
connection with the Leases as Lender shall from time to time reasonably require.
If the correspondence from Borrower to Lender requesting approval for any matter
requiring Lender's approval under this Section 5.1.20 contains a bold faced,
conspicuous legend at the top of the first page thereof to the effect that "IF
YOU FAIL TO RESPOND TO THIS REQUEST FOR APPROVAL IN WRITING WITHIN 10 BUSINESS
DAYS, YOUR APPROVAL SHALL BE DEEMED GIVEN", and if Lender fails to respond in
writing to such request for approval within ten (10) Business Days after Lender
has received from Borrower such written request and all information reasonably
required by Lender in order to adequately review such request, Lender shall be
deemed to have given such approval.

     5.1.21 Alterations. Borrower shall obtain Lender's prior written consent to
any alterations to any Improvements, on the Property, which consent shall not be
unreasonably withheld or delayed except with respect to alterations that may
have a material adverse effect on Borrower's financial condition, the value of
the Property or the Net Operating Income. Notwithstanding the foregoing,
Lender's consent shall not be required in connection with any alterations that
will not have a material adverse effect on Borrower's financial condition, the
value of the Property or the Net Operating Income, provided that such
alterations are made in connection with (a) tenant improvement work performed
pursuant to the terms of any Lease executed on or before the date hereof, (b)
tenant improvement work performed pursuant to the terms and provisions of a
Lease and not adversely affecting any structural component of any Improvements,
any utility or HVAC system contained in any Improvements or the exterior of any
building constituting a part of any Improvements, or (c) alterations performed
in connection with the restoration of the Property after the occurrence of a
casualty in accordance with the terms and provisions of this Agreement. If the
total unpaid amounts due and payable with respect to alterations to the
Improvements (other than such amounts to be paid or reimbursed by tenants under
the Leases) shall at any time exceed Two Million Five Hundred Thousand and
00/100 Dollars ($2,500,000) (the "Threshold Amount"), Borrower shall promptly
deliver to Lender as security for the payment of such amounts and as additional
security for Borrower's obligations under the Loan Documents any of the
following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating
acceptable to Lender and that the applicable Rating Agencies have confirmed in
writing will not, in and of itself, result in a downgrade, withdrawal or
qualification of the initial, or, if higher, then current ratings assigned in
connection with any Securitization, or (D) a completion bond or letter of credit
issued by a financial institution having a rating by Standard & Poor's Ratings
Group of not less than A-1+ if the term of such bond or letter of credit is no
longer than three (3) months or, if such term is in excess of three (3) months,
issued by a financial institution having a rating that is acceptable to Lender
and that the applicable Rating Agencies have confirmed in writing will not, in
and of itself, result in a downgrade, withdrawal or qualification of the


                                       41


initial, or, if higher, then current ratings assigned in connection with any
Securitization. Such security shall be in an amount equal to the excess of the
total unpaid amounts with respect to alterations to the Improvements on the
Property (other than such amounts to be paid or reimbursed by tenants under the
Leases) over the Threshold Amount and applied from time to time at the option of
Lender to pay for such alterations or to terminate any of the alterations and
restore the Property to the extent necessary to prevent any material adverse
effect on the value of the Property. Borrower may request a waiver from Lender
of the requirement for such security, and Lender shall respond to such request
within ten (10) Business Days.

     Section 5.2 Negative Covenants.

     From the date hereof until payment and performance in full of all
obligations of Borrower under the Loan Documents or the earlier release of the
Lien of the Mortgage in accordance with the terms of this Agreement and the
other Loan Documents, Borrower covenants and agrees with Lender that it will not
do, directly or indirectly, any of the following:

     5.2.1 Operation of Property. Borrower shall not, without the prior consent
of Lender (which consent shall not be unreasonably withheld), terminate the
Management Agreement or otherwise replace the Manager or enter into any other
management agreement with respect to the Property.

     5.2.2 Liens. Borrower shall not, without the prior written consent of
Lender, create, incur, assume or suffer to exist any Lien on any portion of the
Property or permit any such action to be taken, except:

     (i) Permitted Encumbrances;

     (ii) Liens created by or permitted pursuant to the Loan Documents; and

     (iii) Liens for Taxes or Other Charges not yet due.

     5.2.3 Dissolution. Borrower shall not (a) engage in any dissolution,
liquidation or consolidation or merger with or into any other business entity,
(b) engage in any business activity not related to the ownership and operation
of the Property, (c) transfer, lease or sell, in one transaction or any
combination of transactions, the assets or all or substantially all of the
properties or assets of Borrower except to the extent permitted by the Loan
Documents or (d) modify, amend, waive or terminate its organizational documents
or its qualification and good standing in any jurisdiction.

     5.2.4 Change In Business. Borrower shall not enter into any line of
business other than the ownership and operation of the Property, or make any
material change in the scope or nature of its business objectives, purposes or
operations, or undertake or participate in activities other than the continuance
of its present business.

     5.2.5 Debt Cancellation. Borrower shall not cancel or otherwise forgive or
release any claim or debt (other than termination of Leases in accordance
herewith) owed to Borrower by any Person, except for adequate consideration and
in the ordinary course of Borrower's business.


                                       42


     5.2.6 Affiliate Transactions. Borrower shall not enter into, or be a party
to, any transaction with an Affiliate of Borrower or any of the partners of
Borrower except in the ordinary course of business and on terms which are fully
disclosed to Lender in advance and are no less favorable to Borrower or such
Affiliate than would be obtained in a comparable arm's-length transaction with
an unrelated third party.

     5.2.7 Zoning. Borrower shall not initiate or consent to any zoning
reclassification of any portion of the Property or seek any variance under any
existing zoning ordinance or use or permit the use of any portion of the
Property in any manner that could result in such use becoming a non-conforming
use under any zoning ordinance or any other applicable land use law, rule or
regulation, without the prior consent of Lender.

     5.2.8 Assets. Borrower shall not purchase or own any properties other than
the Property.

     5.2.9 Debt. Borrower shall not create, incur or assume any Indebtedness
other than the Debt except to the extent expressly permitted hereby.

     5.2.10 No Joint Assessment. Borrower shall not suffer, permit or initiate
the joint assessment of the Property with (a) any other real property
constituting a tax lot separate from the Property, or (b) any portion of the
Property which may be deemed to constitute personal property, or any other
procedure whereby the Lien of any taxes which may be levied against such
personal property shall be assessed or levied or charged to the Property.

     5.2.11 Principal Place of Business. Borrower shall not change its principal
place of business set forth on the first page of this Agreement without first
giving Lender thirty (30) days prior written notice.

     5.2.12 [INTENTIONALLY DELETED]

     5.2.13 Transfers.

     (a) Without the prior written consent of Lender, neither Borrower nor any
other Person having an ownership or beneficial interest, direct or indirect, in
Borrower shall (i) directly or indirectly sell, transfer, convey, mortgage,
pledge, or assign the Property, any part thereof or any interest therein
(including any ownership interest in Borrower); (ii) further encumber, alienate,
grant a Lien or grant any other interest in the Property or any part thereof
(including any ownership interest in Borrower), whether voluntarily or
involuntarily; or (iii) enter into any easement or other agreement granting
rights in or restricting the use or development of the Property.

     (b) Borrower may, upon thirty (30) days prior notice to Lender, (i) make
immaterial transfers of portions of the Property to any Governmental Authority
for dedication or public use, and (ii) grant easements, restrictions covenants,
reservations and rights of way in the ordinary course of business for access,
water and sewer lines, telephone and telegraph lines, electric lines or other


                                       44


utilities or for other similar purposes, provided that no such transfer,
conveyance or encumbrance set forth in the foregoing clauses (i) and (ii) shall
materially adversely effect the utility and operation of the Property or
materially adversely effect the value of the Property taken as a whole or
materially adversely effect the ability of Borrower to pay the debt secured by
the Mortgage. In connection with any transfer, conveyance or encumbrance
permitted pursuant to this Section 5.2.13(b), Borrower shall deliver to Lender
not less than 30 days prior to the date of such transfer a copy of the proposed
instrument of transfer, which shall not impose any liability on Lender and shall
be reasonably acceptable to Lender in all respects; and if acceptable, Lender
shall execute and deliver such instrument, in the case of the transfers referred
to in clause (i) above, to release the portion of the Property affected by such
transfer from the lien of the Mortgage or, in the case of clause (ii) above, to
subordinate the lien of the Mortgage to such easements, restrictions, covenants,
reservations and rights of way or other similar grants promptly following
receipt by Lender of: (a) payment of costs incurred by Lender in connection
therewith; and (b) a certificate from an officer of the general partner or
managing member of Borrower stating (x) with respect to any transfer, the
consideration, if any, being paid for the transfer provided that if such
consideration exceeds $25,000, Borrower shall deliver such consideration to
Lender to be applied to the Debt or at Lender's option held as additional
collateral for the Loan and (y) that such transfer does not materially adversely
effect the utility and operation of the Property or materially adversely effect
the value of the Property taken as a whole or materially adversely effect the
ability of Borrower to pay the Debt.

     (c) A sale or conveyance by Borrower of all of the Property (but not a
mortgage, lien or other encumbrance) is permitted provided that each of the
following conditions have been satisfied:

          (i) no Event of Default shall have occurred and be continuing;

          (ii) the Person to whom the Property is sold or conveyed satisfies the
     requirements of a Special Purpose Entity and not less than 50% of the
     direct or indirect interests are owned and controlled by a Permitted Owner;

          (iii) the Rating Agencies shall have confirmed in writing that such
     sale or conveyance will not, in and of itself, result in a downgrade,
     withdrawal or qualification of the initial, or, if higher, then current
     ratings assigned in connection with any Securitization;

          (iv) Lender has received a non-consolidation opinion which may be
     relied upon by Lender, the Rating Agencies and their respective counsel,
     successors and assigns, with respect to the sale or conveyance, which
     opinion shall be reasonably acceptable to Lender and, after a
     Securitization, the Rating Agencies;

          (v) the transferee of the Property shall execute an assumption of all
     of the obligations of the Borrower under this Agreement, the Mortgage and
     the other Loan Documents, subject, however, to the provisions of Section
     9.4 of this Agreement;

          (vi) one or more transferee's principals having an aggregate net worth
     and liquidity reasonably acceptable to Lender (a net worth and liquidity
     greater than that of Guarantor as of the date hereof shall be acceptable to


                                       45


     Lender) shall execute in favor of Lender a Guaranty of Recourse Obligations
     and an Environmental Indemnity Agreement in form acceptable to Lender; and

          (vii) Borrower shall give written notice to Lender of the proposed
     sale or conveyance not later than thirty (30) days prior thereto, which
     notice shall set forth the name of the proposed transferee, identify the
     owners of such direct and indirect interests of the proposed transferee and
     set forth the date the sale or conveyance is expected to be effective.

     Upon satisfaction of the foregoing conditions, Borrower, Guarantor and
Indemnitor shall be released from any liability under the Loan Documents
following such sale or conveyance of all of the Property, provided that Borrower
and Indemnitor shall be responsible for any remediation or loss, cost, damage or
expense resulting from contamination of the Property with hazardous substances
first introduced to the Property prior to the transfer.

     (d) A transfer or sale (but not a pledge, hypothecation, creation of a
security interest in or other encumbrance) of direct or indirect ownership
interest in Borrower is permitted provided the following conditions have been
satisfied:

          (i) such transfer or sale is to a Permitted Owner;

          (ii) prior to any such transfer or sale of direct or indirect
     ownership interests in Borrower, if as a result of either of which (and
     after giving effect to such transfer or sale), more than 50% of the direct
     or indirect ownership interests in Borrower shall have been transferred to
     a person or entity not owning at least 50% of the direct or indirect
     ownership interests in Borrower on the date of closing, Borrower shall
     deliver to Lender a non-consolidation opinion which may be relied upon by
     Lender, the Rating Agencies and their respective counsel, successors and
     assigns, with respect to the proposed transfer or sale, which opinion shall
     be reasonably acceptable to Lender and, after a Securitization, the Rating
     Agencies;

          (iii) the Rating Agencies shall have confirmed in writing that such
     sale or transfer will not, in and of itself, result in a downgrade,
     withdrawal or qualification of the initial, or, if higher, then current
     ratings assigned in connection with any Securitization;

          (iv) immediately prior to such transfer or sale no Event of Default
     has occurred and is continuing;

          (v) if, following such sale or transfer, Guarantor shall no longer
     directly or indirectly control Borrower, one or more of the transferee's
     principals having an aggregate net worth and liquidity reasonably
     acceptable to Lender (a net worth and liquidity greater than that of
     Guarantor as of the date hereof shall be acceptable to Lender) shall
     execute in favor of Lender a Guaranty of Recourse Obligations and an
     Environmental Indemnity Agreement in form acceptable to Lender; and

          (vi) Borrower shall give or cause to be given written notice to Lender
     of the proposed transfer or sale not later than thirty (30) days prior
     thereto, which notice shall set forth the name of the Person to which the


                                       46


     interest in Borrower is to be transferred or sold, identify the proposed
     transferee and set forth the date the transfer or sale is expected to be
     effective.

     Upon satisfaction of the foregoing conditions, Guarantor and Indemnitor
shall be released from any liability under the Loan Documents following such
sale or transfer of direct or indirect ownership interest in Borrower, provided
that Borrower and Indemnitor shall be responsible for any remediation or loss,
cost, damage or expense resulting from contamination of the Property with
hazardous substances first introduced to the Property prior to the transfer.

     (e) Notwithstanding anything to the contrary contained in Section 5.2.13, a
transfer or sale (but not a pledge, hypothecation, creation of a security
interest in or other encumbrance) in one (1) or a series of transactions of not
more than fifty percent (50%) of the equity interests in Borrower, directly or
indirectly, that does not result in a change of control in Borrower, directly or
indirectly, shall not require Lender's consent or Rating Agency confirmation. In
connection with any such transfer or sale, Borrower shall give or cause to be
given written notice to Lender of the proposed transfer or sale not later than
thirty (30) days prior thereto, which notice shall set forth the name of the
Person to which the interest in Borrower is to be transferred or sold, identify
the proposed transferee and set forth the date the transfer or sale is expected
to be effective.

     (f) Borrower and Transferee shall pay to Lender in connection with any
transfer or sale pursuant to Section 5.2.13(c) or 5.2.13(d) or any other
transfer or sale requiring Lender's approval (i) a transfer fee of one-half
percent (.50%) of the principal balance of the Note and (ii) all of Lender's
expenses incurred in connection with such any such transfer or sale, at the time
of each such transfer or sale.

     5.2.14 ERISA. (a) Borrower shall not engage in any transaction which would
cause any obligation, or action taken or to be taken, hereunder (or the exercise
by Lender of any of its rights under the Note, this Agreement or the other Loan
Documents) to be a non-exempt (under a statutory or administrative class
exemption) prohibited transaction under ERISA.

     (b) Borrower further covenants and agrees to deliver to Lender such
certifications or other evidence from time to time throughout the term of the
Loan, as requested by Lender in its sole discretion, that (A) Borrower is not
and does not maintain an "employee benefit plan" as defined in Section 3(3) of
ERISA, which is subject to Title I of ERISA, or a "governmental plan" within the
meaning of Section 3(3) of ERISA; (B) Borrower is not subject to state statutes
regulating investments and fiduciary obligations with respect to governmental
plans; and (C) one or more of the following circumstances is true:

          (i) Equity interests in Borrower are publicly offered securities,
     within the meaning of 29 C.F.R. ss.2510.3-101(b)(2);

          (ii) Less than twenty-five percent (25%) of each outstanding class of
     equity interests in Borrower are held by "benefit plan investors" within
     the meaning of 29 C.F.R. ss.2510.3-101(f)(2); or


                                       47


          (iii) Borrower qualifies as an "operating company" or a "real estate
     operating company" within the meaning of 29 C.F.R. ss.2510.3-101(c) or (e).

     VI. INSURANCE; CASUALTY; CONDEMNATION; REQUIRED REPAIRS

     Section 6.1 Insurance.

     (a) Borrower shall obtain and maintain, or cause to be maintained,
insurance for Borrower and the Property providing at least the following
coverages:

          (i) comprehensive all risk insurance on the Improvements and any
     Personal Property, including contractual liability from Operation of
     Building Laws, Demolition Costs and Increased Cost of Construction
     Endorsements, in each case (A) in an amount equal to one hundred percent
     (100%) of the "Full Replacement Cost," which for purposes of this Agreement
     shall mean actual replacement value (exclusive of costs of excavations,
     foundations, underground utilities and footings) with a waiver of
     depreciation; (B) containing an agreed amount endorsement with respect to
     the Improvements and Personal Property waiving all co-insurance provisions;
     (C) providing for no deductible in excess of Twenty-Five Thousand and
     No/100 Dollars ($25,000) for property damage and Fifty Thousand and No/100
     Dollars ($50,000) for flood; and (D) containing an "Ordinance or Law
     Coverage" or "Enforcement" endorsement if any of the Improvements or the
     use of the Property shall at any time constitute legal non-conforming
     structures or uses. In addition, Borrower shall obtain, if any portion of
     the Improvements is currently or at any time in the future located in a
     federally designated "special flood hazard area", flood hazard insurance in
     an amount equal to the lesser of (1) the outstanding principal balance of
     the Note or (2) the maximum amount of such insurance available under the
     National Flood Insurance Act of 1968, the Flood Disaster Protection Act of
     1973 or the National Flood Insurance Reform Act of 1994, as each may be
     amended or such greater amount as Lender shall require, provided that the
     insurance pursuant to this sentence shall be on terms consistent with the
     comprehensive all risk insurance policy required under this subsection (i).

          (ii) commercial general liability insurance against claims for
     personal injury, bodily injury, death or property damage occurring upon, in
     or about the Property, such insurance (A) to be on the so-called
     "occurrence" form with a combined limit, including umbrella coverage, of
     not less than Sixty Million and No/100 Dollars ($60,000,000); (B) to
     continue at not less than the aforesaid limit until required to be changed
     by Lender in writing by reason of changed economic conditions making such
     protection inadequate; and (C) to cover at least the following hazards: (1)
     premises and operations; (2) products and completed operations on an "if
     any" basis; (3) independent contractors; (4) blanket contractual liability
     for all legal contracts; and (5) contractual liability covering the
     indemnities contained in Article 9 of the Mortgage to the extent the same
     is available;

          (iii) rental loss and/or business income interruption insurance (A)
     with loss payable to Lender; (B) covering all risks required to be covered
     by the insurance provided for in subsection (i) above; (C) containing an
     extended period of indemnity endorsement which provides that after the


                                       48


     physical loss to the Improvements and Personal Property has been repaired,
     the continued loss of income will be insured until such income either
     returns to the same level it was at prior to the loss, or the expiration of
     twelve (12) months from the date that the Property is repaired or replaced
     and operations are resumed, whichever first occurs, and notwithstanding
     that the policy may expire prior to the end of such period; and (D) in an
     amount equal to one hundred percent (100%) of the projected Rents from the
     Property for a period of twelve (12) months. The amount of such business
     income insurance shall be determined prior to the date hereof and at least
     once each year thereafter based on Borrower's reasonable estimate of the
     gross income from the Property for the succeeding twelve (12) month period.
     All proceeds payable to Lender pursuant to this subsection shall be held by
     Lender and shall be applied to the obligations secured by the Loan
     Documents from time to time due and payable hereunder and under the Note;
     provided, however, that nothing herein contained shall be deemed to relieve
     Borrower of its obligations to pay the obligations secured by the Loan
     Documents on the respective dates of payment provided for in the Note and
     the other Loan Documents except to the extent such amounts are actually
     paid out of the proceeds of such business income insurance;

          (iv) at all times during which structural construction, repairs or
     alterations are being made with respect to the Improvements, and only if
     the Property coverage form does not otherwise apply, (A) owner's protective
     liability insurance covering claims not covered by or under the terms or
     provisions of the above mentioned commercial general liability insurance
     policy, which insurance may be maintained by Borrower or third parties; and
     (B) the insurance provided for in subsection (i) above written in a
     so-called builder's risk completed value form (1) on an occurrence basis,
     (2) against all risks insured against pursuant to subsection (i) above, (3)
     including permission to occupy the Property, and (4) with an agreed amount
     endorsement waiving co-insurance provisions;

          (v) workers' compensation, subject to the statutory limits of the
     State, and employer's liability insurance with a limit of at least Five
     Hundred Thousand and No/100 Dollars ($500,000) per accident and per disease
     per employee, and Five Hundred Thousand and No/100 Dollars ($500,000) for
     disease aggregate in respect of any work or operations on or about the
     Property, or in connection with the Property or its operation (if
     applicable);

          (vi) comprehensive boiler and machinery insurance, if applicable, in
     amounts as shall be reasonably required by Lender on terms consistent with
     the commercial property insurance policy required under subsection (i)
     above;

          (vii) automobile liability coverage for all owned and non-owned
     vehicles, including rented and leased vehicles containing minimum limits
     per occurrence, including umbrella coverage, of One Million and No/100
     Dollars ($1,000,000);

          (viii) earthquake insurance with coverage amounts of not less than the
     product of the "Probable Maximum Loss" applicable to the Property, as set
     forth in the seismic report satisfactory to Lender prepared by a seismic
     engineer or other qualified consultant, multiplied by the replacement cost
     of the Improvements as such replacement cost may be reasonably estimated by


                                       49


     Lender, and with a deductible not to exceed 5% of the total insured value
     at risk, which coverage shall be issued by financially sound and
     responsible insurance companies authorized to do business in the State and
     having a claims paying ability rating of "A" or better by Standard & Poor's
     Ratings Group, provided that Borrower may satisfy the ratings requirement
     of this Section by providing to Lender a "cut-through" endorsement or
     "fronted policy" in form and substance approved by Lender issued by an
     insurer with at least an "A" rating by Standard & Poor's Ratings Group;

          (ix) insurance against terrorist acts as may be available on a
     commercial basis; and

          (x) upon sixty (60) days' written notice, such other reasonable
     insurance and in such reasonable amounts as Lender from time to time may
     reasonably request against such other insurable hazards which at the time
     are commonly insured against for property similar to the Property located
     in or around the region in which the Property is located.

     (b) All insurance provided for in Section 6.1(a) shall be obtained under
valid and enforceable policies (collectively, the "Policies" or in the singular,
the "Policy"), and shall be subject to the approval of Lender as to insurance
companies, amounts, deductibles, loss payees and insureds. The Policies shall be
issued by financially sound and responsible insurance companies authorized to do
business in the State and having a claims paying ability rating of "AA-" or
better by Standard & Poor's Ratings Group. The Policies described in Section 6.1
(other than those strictly limited to liability protection) shall designate
Lender as loss payee. Not less than ten (10) days prior to the expiration dates
of the Policies theretofore furnished to Lender, certificates of insurance
evidencing the Policies accompanied by evidence satisfactory to Lender of
payment of the premiums due thereunder (the "Insurance Premiums"), shall be
delivered by Borrower to Lender. Notwithstanding the foregoing, Borrower may
satisfy the ratings requirement of this Section by providing to Lender a
"cut-through" endorsement or "fronted policy" in form and substance approved by
Lender issued by an insurer with at least an "AA-" rating by Standard & Poor's
Ratings Group.

     (c) Any blanket insurance Policy shall specifically allocate to the
Property the amount of coverage from time to time required hereunder and shall
otherwise provide the same protection as would a separate Policy insuring only
the Property in compliance with the provisions of Section 6.1(a).

     (d) All Policies of insurance provided for or contemplated by Section
6.1(a), except for the Policy referenced in Section 6.1(a)(v), shall name
Borrower, or the Tenant, as the insured and Lender as the additional insured, as
its interests may appear, and in the case of property damage, boiler and
machinery, flood and earthquake insurance, shall contain a so-called New York
standard non-contributing mortgagee clause in favor of Lender providing that the
loss thereunder shall be payable to Lender.

     (e) All Policies of insurance provided for in Section 6.1(a)(v) shall
contain clauses or endorsements to the effect that:


                                       50


          (i) no act or negligence of Borrower, or anyone acting for Borrower,
     or of any Tenant or other occupant, or failure to comply with the
     provisions of any Policy, which might otherwise result in a forfeiture of
     the insurance or any part thereof, shall in any way affect the validity or
     enforceability of the insurance insofar as Lender is concerned;

          (ii) the Policy shall not be materially changed (other than to
     increase the coverage provided thereby) or canceled without at least thirty
     (30) days' written notice to Lender and any other party named therein as an
     additional insured;

          (iii) the issuers thereof shall give written notice to Lender if the
     Policy has not been renewed fifteen (15) days prior to its expiration; and

          (iv) Lender shall not be liable for any Insurance Premiums thereon or
     subject to any assessments thereunder.

     (f) if at any time Lender has a good faith reason to believe that all
insurance required hereunder is not in full force and effect, Lender shall have
the right, without notice to Borrower, to take such action as Lender deems
necessary to protect its interest in the Property, including, without
limitation, the obtaining of such insurance coverage as Lender in its sole
discretion deems appropriate. All premiums incurred by Lender in connection with
such action or in obtaining such insurance and keeping it in effect shall be
paid by Borrower to Lender upon demand and, until paid, shall be secured by the
Mortgage and shall bear interest at the Default Rate. Lender hereby acknowledges
that the Policies currently in effect at the Property are in compliance with the
requirements of this Section 6.1.

     Section 6.2 Casualty. If the Property shall be damaged or destroyed, in
whole or in part, by fire or other casualty (a "Casualty"), Borrower shall give
prompt notice of such damage to Lender and shall promptly commence and
diligently prosecute the completion of the repair and restoration of the
Property as nearly as possible to the condition the Property was in immediately
prior to such fire or other casualty, with such alterations as may be reasonably
approved by Lender (a "Restoration") and otherwise in accordance with Section
6.4. Borrower shall pay all costs of such Restoration whether or not such costs
are covered by insurance. Lender may, but shall not be obligated to make proof
of loss if not made promptly by Borrower.

     Section 6.3 Condemnation. Borrower shall promptly give Lender notice of the
actual or threatened commencement of any proceeding for the Condemnation of any
portion of the Property and shall deliver to Lender copies of any and all papers
served in connection with such proceedings. Lender may participate in any such
proceedings, and Borrower shall from time to time deliver to Lender all
instruments requested by it to permit such participation. Borrower shall, at its
expense, diligently prosecute any such proceedings, and shall consult with
Lender, its attorneys and experts, and cooperate with them in the carrying on or
defense of any such proceedings. Notwithstanding any taking by any public or
quasi-public authority through Condemnation or otherwise (including but not
limited to any transfer made in lieu of or in anticipation of the exercise of
such taking), Borrower shall continue to pay the Debt at the time and in the
manner provided for its payment in the Note and in this Agreement and the Debt
shall not be reduced until any Award shall have been actually received and
applied by Lender, after the deduction of expenses of collection, to the


                                       51


reduction or discharge of the Debt. Lender shall not be limited to the interest
paid on the Award by the condemning authority but shall be entitled to receive
out of the Award interest at the rate or rates provided herein or in the Note.
If the Property or any portion thereof is taken by a condemning authority,
Borrower shall promptly commence and diligently prosecute the Restoration of the
Property and otherwise comply with the provisions of Section 6.4. If the
Property is sold, through foreclosure or otherwise, prior to the receipt by
Lender of the Award, Lender shall have the right, whether or not a deficiency
judgment on the Note shall have been sought, recovered or denied, to receive the
Award, or a portion thereof sufficient to pay the Debt.

     Section 6.4 Restoration. The following provisions shall apply in connection
with the Restoration of the Property:

     (a) If the Net Proceeds shall be less than Two Million and No/100 Dollars
($2,000,000) and the costs of completing the Restoration shall be less than Two
Million and No/100 Dollars ($2,000,000), the Net Proceeds will be disbursed by
Lender to Borrower upon receipt, provided that all of the conditions set forth
in Section 6.4(b)(i) are met and Borrower delivers to Lender a written
undertaking to expeditiously commence and to satisfactorily complete with due
diligence the Restoration in accordance with the terms of this Agreement.

     (b) If the Net Proceeds are equal to or greater Two Million and No/100
Dollars ($2,000,000) or the costs of completing the Restoration is equal to or
greater than Two Million and No/100 Dollars ($2,000,000) Lender shall make the
Net Proceeds available for the Restoration provided that each of the conditions
of Section 6.4(b)(i) are satisfied. The term "Net Proceeds" for purposes of this
Section 6.4 shall mean: (i) the net amount of all insurance proceeds received by
Lender pursuant to Section 6.1 (a)(i), (iv), (vi) and (ix) as a result of such
damage or destruction, after deduction of its reasonable costs and expenses
(including, but not limited to, reasonable counsel fees), if any, in collecting
same ("Insurance Proceeds"), or (ii) the net amount of the Award, after
deduction of its reasonable costs and expenses (including, but not limited to,
reasonable counsel fees), if any, in collecting same ("Condemnation Proceeds"),
whichever the case may be.

          (i) The Net Proceeds shall be made available to Borrower for
     Restoration provided that each of the following conditions are met:

               (A) no Event of Default shall have occurred and be continuing;

               (B) Intentionally Omitted;

               (C) At least (i) each Anchor Tenant and (ii) Leases demising in
          the aggregate a minimum of sixty-five percent (65%) of the non-anchor
          rentable space in the Property which has been demised under executed
          and delivered Leases in effect as of the date of the occurrence of
          such fire or other casualty or taking, whichever the case may be,
          shall remain in full force and effect during and after the completion
          of the Restoration (or binding leases have been executed by
          replacement tenants for such space), notwithstanding the occurrence of
          any such fire or other casualty or taking, whichever the case may be,
          and will make all necessary repairs and restorations thereto at their
          sole cost and expense.


                                       52


               (D) Borrower shall commence the Restoration as soon as reasonably
          practicable (but in no event later than one hundred eighty(180) days
          after such damage or destruction or taking, whichever the case may be,
          occurs) and shall diligently pursue the same to satisfactory
          completion;

               (E) Lender shall be satisfied that any operating deficits,
          including all scheduled payments of principal and interest under the
          Note, which will be incurred with respect to the Property as a result
          of the occurrence of any such fire or other casualty or taking,
          whichever the case may be, will be covered out of (1) the Net
          Proceeds, (2) the insurance coverage referred to in Section
          6.1(a)(iii), if applicable, or (3) by other funds of Borrower;

               (F) Lender shall be satisfied that the Restoration will be
          completed on or before the earliest to occur of (1) the Maturity Date,
          (2) the earliest date required for such completion under the terms of
          any Leases for more than 10,000 square feet which if not completed
          would give rise to a termination of such Lease, (3) such time as may
          be required under applicable zoning law, ordinance, rule or regulation
          in order to repair and restore the Property to the condition it was in
          immediately prior to such fire or other casualty or to as nearly as
          possible the condition it was in immediately prior to such taking, as
          applicable or (4) the expiration of the insurance coverage referred to
          in Section 6.1(a)(iii);

               (G) the Property and the use thereof after the Restoration will
          be in compliance with and permitted under all applicable zoning laws,
          ordinances, rules and regulations;

               (H) the Restoration shall be done and completed by Borrower in an
          expeditious and diligent fashion and in compliance with all applicable
          Legal Requirements; and

               (I) such fire or other casualty or taking, as applicable, does
          not result in the loss of access to the Property or the Improvements.

          (ii) The Net Proceeds shall be held by Lender in an interest-bearing
     account and, until disbursed in accordance with the provisions of this
     Section 6.4(b), shall constitute additional security for the Debt and other
     obligations under the Loan Documents. The Net Proceeds shall be disbursed
     by Lender to, or as directed by, Borrower from time to time during the
     course of the Restoration, upon receipt of evidence satisfactory to Lender
     that (A) all materials installed and work and labor performed (except to
     the extent that they are to be paid for out of the requested disbursement)
     in connection with the Restoration have been paid for in full, and (B)
     there exist no notices of pendency, stop orders, mechanic's or
     materialman's liens or notices of intention to file same, or any other
     liens or encumbrances of any nature whatsoever on the Property which have
     not either been fully bonded to the satisfaction of Lender and discharged
     of record or in the alternative fully insured to the satisfaction of Lender
     by the title company issuing the Title Insurance Policy.


                                       53


          (iii) All plans and specifications required in connection with the
     Restoration shall be subject to prior review and acceptance in all respects
     by Lender and by an independent consulting engineer selected by Lender (the
     "Casualty Consultant") which approval shall not be unreasonably withheld or
     delayed. Lender shall have the use of the plans and specifications and all
     permits, licenses and approvals required or obtained in connection with the
     Restoration. The identity of the contractors, subcontractors and
     materialmen engaged in the Restoration, as well as the contracts under
     which they have been engaged, shall be subject to prior review and
     acceptance by Lender and the Casualty Consultant which approval shall not
     be unreasonably withheld or delayed. All costs and expenses incurred by
     Lender in connection with making the Net Proceeds available for the
     Restoration including, without limitation, reasonable counsel fees and
     disbursements and the Casualty Consultant's fees, shall be paid by
     Borrower.

          (iv) In no event shall Lender be obligated to make disbursements of
     the Net Proceeds in excess of an amount equal to the costs actually
     incurred from time to time for work in place as part of the Restoration, as
     certified by the Casualty Consultant, minus the Casualty Retainage. The
     term "Casualty Retainage" shall mean an amount equal to ten percent (10%)
     of the costs actually incurred for work in place as part of the
     Restoration, as certified by the Casualty Consultant, until the Restoration
     has been completed. The Casualty Retainage shall in no event, and
     notwithstanding anything to the contrary set forth above in this Section
     6.4(b), be less than the amount actually held back by Borrower from
     contractors, subcontractors and materialmen engaged in the Restoration. The
     Casualty Retainage shall not be released until the Casualty Consultant
     certifies to Lender that the Restoration has been completed in accordance
     with the provisions of this Section 6.4(b) and that all approvals necessary
     for the re-occupancy and use of the Property have been obtained from all
     appropriate governmental and quasi-governmental authorities, and Lender
     receives evidence reasonably satisfactory to Lender that the costs of the
     Restoration have been paid in full or will be paid in full out of the
     Casualty Retainage; provided, however, that Lender will release the portion
     of the Casualty Retainage being held with respect to any contractor,
     subcontractor or materialman engaged in the Restoration as of the date upon
     which the Casualty Consultant certifies to Lender that the contractor,
     subcontractor or materialman has satisfactorily completed all work and has
     supplied all materials in accordance with the provisions of the
     contractor's, subcontractor's or materialman's contract, the contractor,
     subcontractor or materialman delivers the lien waivers and evidence of
     payment in full of all sums due to the contractor, subcontractor or
     materialman as may be reasonably requested by Lender or by the title
     company issuing the Title Insurance Policy, and Lender receives an
     endorsement to the Title Insurance Policy insuring the continued priority
     of the lien of the Mortgage and evidence of payment of any premium payable
     for such endorsement. If required by Lender, the release of any such
     portion of the Casualty Retainage shall be approved by the surety company,
     if any, which has issued a payment or performance bond with respect to the
     contractor, subcontractor or materialman.


                                       54


          (v) Lender shall not be obligated to make disbursements of the Net
     Proceeds more frequently than once every calendar month.

          (vi) If at any time the Net Proceeds or the undisbursed balance
     thereof shall not, in the reasonable opinion of Lender in consultation with
     the Casualty Consultant, be sufficient to pay in full the balance of the
     costs which are estimated by the Casualty Consultant to be incurred in
     connection with the completion of the Restoration, Borrower shall deposit
     the deficiency (the "Net Proceeds Deficiency") with Lender before any
     further disbursement of the Net Proceeds shall be made. The Net Proceeds
     Deficiency deposited with Lender shall be held by Lender and shall be
     disbursed for costs actually incurred in connection with the Restoration on
     the same conditions applicable to the disbursement of the Net Proceeds, and
     until so disbursed pursuant to this Section 6.4(b) shall constitute
     additional security for the Debt and other obligations under the Loan
     Documents.

          (vii) The excess, if any, of the Net Proceeds and the remaining
     balance, if any, of the Net Proceeds Deficiency deposited with Lender after
     the Casualty Consultant certifies to Lender that the Restoration has been
     completed in accordance with the provisions of this Section 6.4(b), and the
     receipt by Lender of evidence satisfactory to Lender that all costs
     incurred in connection with the Restoration have been paid in full, shall
     be remitted by Lender to Borrower, provided no Event of Default shall have
     occurred and shall be continuing under the Note, this Agreement or any of
     the other Loan Documents.

          (viii) All Net Proceeds not required (i) to be made available for the
     Restoration or (ii) to be returned to Borrower as excess Net Proceeds
     pursuant to Section 6.4(b)(vii) may be retained and applied by Lender
     toward the payment of the Debt whether or not then due and payable in such
     order, priority and proportions as Lender in its sole discretion shall deem
     proper, or, at the discretion of Lender, the same may be paid, either in
     whole or in part, to Borrower for such purposes as Lender shall designate,
     in its discretion.

          (ix) In the event of foreclosure of the Mortgage, or other transfer of
     title to the Property in extinguishment in whole or in part of the Debt all
     right, title and interest of Borrower in and to the Policies that are not
     blanket Policies then in force concerning the Property and all proceeds
     payable thereunder shall thereupon vest in the purchaser at such
     foreclosure or Lender or other transferee in the event of such other
     transfer of title.

     VII. RESERVE FUNDS

     Section 7.1 Required Repair Escrow Fund

     7.1.1 Deposits. Borrower shall perform the repairs at the Property as set
forth on Schedule II hereto (such repairs hereinafter referred to as "Required
Repairs"). Borrower shall complete each of the Required Repairs on or before the
deadline for each repair as set forth on Schedule II. On the Closing Date,
Borrower shall deposit with Lender the amount, if any, set forth on Schedule II
to perform each of the Required Repairs. Amounts so deposited with Lender shall


                                       55


be held by Lender in an interest bearing account and shall hereinafter be
referred to as the "Required Repair Fund" and the account in which such amounts
are held shall hereinafter be referred to as the "Required Repair Account".

     7.1.2 Release of Required Repair Funds. (a) Lender shall disburse to
Borrower the Required Repair Funds from the Required Repair Account from time to
time upon satisfaction by Borrower of each of the following conditions: (i)
Borrower shall submit a written request for payment to Lender at least thirty
(30) days prior to the date on which Borrower requests such payment be made and
specifies the Required Repairs to be paid, (ii) on the date such request is
received by Lender and on the date such payment is to be made, no Default or
Event of Default shall exist and remain uncured, (iii) Lender shall have
received a certificate from Borrower (A) stating that all Required Repairs to be
funded by the requested disbursement have been completed in good and workmanlike
manner and in accordance with all applicable Legal Requirements, such
certificate to be accompanied by a copy of any license, permit or other approval
by any Governmental Authority required to commence and/or complete the Required
Repairs, (B) identifying each Person that supplied materials or labor in
connection with the Required Repairs performed to be funded by the requested
disbursement, and (C) stating that each such Person has been paid in full or
will be paid in full upon such disbursement, such certificate to be accompanied
by lien waivers or other evidence of payment satisfactory to Lender, (iv)
intentionally deleted; and (v) Lender shall have received such other evidence as
Lender shall reasonably request that the Required Repairs to be funded by the
requested disbursement have been completed and are paid for or will be paid upon
such disbursement to Borrower. Lender shall not be required to make
disbursements from the Required Repair Account unless such requested
disbursement is in an amount greater than $25,000 (or a lesser amount if the
total amount in the Required Repair Account is less than $25,000, in which case
only one disbursement of the amount remaining in the Required Repair Account
shall be made) and such disbursement shall be made only upon satisfaction of
each condition contained in this Section 7.1.2. Each disbursement for a
completed Required Repair shall be in the full amount of all remaining funds
reserved for such Required Repair on Schedule II.

     (b) If (i) the cost of a Required Repair exceeds $25,000, (ii) the
contractor performing such Required Repair requires periodic payments pursuant
to terms of a written contract, and (iii) Lender has approved in writing in
advance such periodic payments, a request for reimbursement from the Required
Repair Account may be made after completion of a portion of the work under such
contract, provided (A) such contract requires payment upon completion of such
portion of the work, (B) the materials for which the request is made are on site
at the Property and are properly secured or have been installed in the Property,
(C) all other conditions in this Agreement for disbursement have been satisfied,
(D) funds remaining in the Required Repair Account are, in Lender's judgment,
sufficient to complete such Required Repair and all other Required Repairs, and
(E) if required by Lender, each contractor or subcontractor receiving payments
under such contract shall provide a waiver of lien with respect to amounts which
have been paid to that contractor or subcontractor.

     Section 7.2 Tax and Insurance Escrow Fund.


     Borrower shall pay to Lender on each Payment Date following the occurrence
of a Triggering Event (a) one-twelfth of the Taxes that Lender estimates will be
payable during the next ensuing twelve (12) months in order to accumulate with


                                       56


Lender sufficient funds to pay all such Taxes at least thirty (30) days prior to
their respective due dates, and (b) except as otherwise set forth in this
Section 7.2, one-twelfth of the Insurance Premiums that Lender estimates will be
payable for the renewal of the coverage afforded by the Policies upon the
expiration thereof in order to accumulate with Lender sufficient funds to pay
all such Insurance Premiums at least thirty (30) days prior to the expiration of
the Policies (said amounts in (a) and (b) above hereinafter called the "Tax and
Insurance Escrow Fund"). Notwithstanding the foregoing, in the event that the
Policies are blanket insurance policies covering other properties of Affiliates
of Borrower and provided no Event of Default shall have occurred and be
continuing, Borrower shall not be required to deposit into the Tax and Insurance
Escrow Fund for Insurance Premiums. The Tax and Insurance Escrow Fund and the
payments of interest or principal or both, payable pursuant to the Note, shall
be added together and shall be paid as an aggregate sum by Borrower to Lender.
Lender will apply the Tax and Insurance Escrow Fund to payments of Taxes and
Insurance Premiums required to be made by Borrower pursuant to Section 5.1.2
hereof and under the Mortgage. In making any payment relating to the Tax and
Insurance Escrow Fund, Lender may do so according to any bill, statement or
estimate procured from the appropriate public office (with respect to Taxes) or
insurer or agent (with respect to Insurance Premiums), without inquiry into the
accuracy of such bill, statement or estimate or into the validity of any tax,
assessment, sale, forfeiture, tax lien or title or claim thereof. If the amount
of the Tax and Insurance Escrow Fund shall exceed the amounts due for Taxes and
Insurance Premiums pursuant to Section 5.1.2 hereof, Lender shall, in its sole
discretion, return any excess to Borrower or credit such excess against future
payments to be made to the Tax and Insurance Escrow Fund. Any amount remaining
in the Tax and Insurance Escrow Fund after the Debt has been paid in full shall
be returned to Borrower. If at any time Lender reasonably determines that the
Tax and Insurance Escrow Fund is not or will not be sufficient to pay Taxes and
Insurance Premiums by the dates set forth in (a) and (b) above, Lender shall
notify Borrower of such determination and Borrower shall increase its monthly
payments to Lender by the amount that Lender estimates is sufficient to make up
the deficiency at least thirty (30) days prior to delinquency of the Taxes
and/or thirty (30) days prior to expiration of the Policies, as the case may be.
Notwithstanding the foregoing, so long as (A) Borrower provides to Lender
evidence reasonably satisfactory to Lender that all insurance premiums otherwise
due hereunder have been paid pursuant to Borrower's blanket insurance policy,
which policy shall satisfy the conditions of Section 6.1 hereof, and (B) there
shall be no Event of Default then continuing, then Borrower shall have no
obligation to escrow insurance premiums as set forth in this Section 7.2 with
respect to any such insurance covered by Borrower's blanket insurance policy.

     Section 7.3 Replacements and Replacement Reserve.

     7.3.1 Replacement Reserve Fund. Borrower shall pay to Lender on the date
hereof and each Payment Date an amount equal to $9,626.17 (the "Replacement
Reserve Monthly Deposit") for replacements and repairs required to be made to
the Property during the calendar year (collectively, the "Replacements").
Amounts so deposited shall hereinafter be referred to as the "Replacement
Reserve Fund" and the account in which such amounts are held shall hereinafter
be referred to as the "Replacement Reserve Account". Lender may increase the
monthly amounts required to be deposited into the Replacement Reserve Fund upon
thirty (30) days notice to Borrower if Lender determines in its reasonable
discretion that an increase is necessary to maintain the proper maintenance and
operation of the Property.


                                       57


     7.3.2 Disbursements from Replacement Reserve Account. (a) Lender shall make
disbursements from the Replacement Reserve Account to pay Borrower only for the
costs of the Replacements. Lender shall not be obligated to make disbursements
from the Replacement Reserve Account to reimburse Borrower for the costs of
routine maintenance to the Property or for costs which are to be reimbursed from
the Required Repair Fund.

     (b) Lender shall, upon written request from Borrower and satisfaction of
the requirements set forth in this Section 7.3.2, disburse to Borrower amounts
from the Replacement Reserve Account necessary to pay for the actual approved
costs of Replacements or to reimburse Borrower therefor, upon completion of such
Replacements (or, upon partial completion in the case of Replacements made
pursuant to Section 7.3.2(e)) as determined by Lender. In no event shall Lender
be obligated to disburse funds from the Replacement Reserve Account if a Default
or an Event of Default exists.

     (c) Each request for disbursement from the Replacement Reserve Account
shall be in a form specified or approved by Lender and shall specify (i) the
specific Replacements for which the disbursement is requested, (ii) the price of
all materials (grouped by type or category) used in any Replacement, and (iii)
the cost of all contracted labor or other services applicable to each
Replacement for which such request for disbursement is made. With each request
Borrower shall certify that all Replacements have been made in accordance with
all applicable Legal Requirements of any Governmental Authority. Each request
for disbursement shall include copies of invoices for all items or materials
purchased and all contracted labor or services provided and, unless Lender has
agreed to issue joint checks as described below in connection with a particular
Replacement, each request shall include evidence satisfactory to Lender of
payment of all such amounts. Except as provided in Section 7.3.2(e), each
request for disbursement from the Replacement Reserve Account shall be made only
after completion of the Replacement for which disbursement is requested.
Borrower shall provide Lender evidence of completion satisfactory to Lender in
its reasonable judgment.

     (d) Borrower shall pay all invoices in connection with the Replacements
with respect to which a disbursement is requested prior to submitting such
request for disbursement from the Replacement Reserve Account or, at the request
of Borrower, Lender will issue joint checks, payable to Borrower and the
contractor, supplier, materialman, mechanic, subcontractor or other party to
whom payment is due in connection with a Replacement. In the case of payments
made by joint check, Lender may require a waiver of lien from each Person
receiving payment prior to Lender's disbursement from the Replacement Reserve
Account. In addition, as a condition to any disbursement, Lender may require
Borrower to obtain lien waivers from each contractor, supplier, materialman,
mechanic or subcontractor who receives payment in an amount equal to or greater
than $25,000 for completion of its work or delivery of its materials. Any lien
waiver delivered hereunder shall conform to the requirements of applicable law
and shall cover all work performed and materials supplied (including equipment
and fixtures) by that contractor, supplier, subcontractor, mechanic or
materialman through the date covered by the current reimbursement request (or,
in the event that payment to such contractor, supplier, subcontractor, mechanic
or materialmen is to be made by a joint check, the release of lien shall be
effective through the date covered by the previous release of funds request).


                                       58


     (e) If (i) the cost of a Replacement exceeds $25,000, (ii) the contractor
performing such Replacement requires periodic payments pursuant to terms of a
written contract, and (iii) Lender has approved in writing in advance such
periodic payments, a request for reimbursement from the Replacement Reserve
Account may be made after completion of a portion of the work under such
contract, provided (A) such contract requires payment upon completion of such
portion of the work, (B) the materials for which the request is made are on site
at the Property and are properly secured or have been installed in the Property,
(C) all other conditions in this Agreement for disbursement have been satisfied,
(D) funds remaining in the Replacement Reserve Account are, in Lender's
judgment, sufficient to complete such Replacement and other Replacements when
required, and (E) if required by Lender, each contractor or subcontractor
receiving payments under such contract shall provide a waiver of lien with
respect to amounts which have been paid to that contractor or subcontractor.

     (f) Borrower shall not make a request for disbursement from the Replacement
Reserve Account more frequently than once in any calendar month and (except in
connection with the final disbursement) the total cost of all Replacements in
any request shall not be less than $25,000.00.

     7.3.3 Performance of Replacements. (a) Borrower shall make Replacements
when required in order to keep the Property in condition and repair consistent
with similar retail properties in the same market segment in the metropolitan
area in which the Property is located, and to keep the Property or any portion
thereof from deteriorating. Borrower shall complete all Replacements in a good
and workmanlike manner as soon as practicable following the commencement of
making each such Replacement.

     (b) Lender reserves the right, at its option, to approve all contracts or
work orders in excess of $25,000 with materialmen, mechanics, suppliers,
subcontractors, contractors or other parties providing labor or materials in
connection with the Replacements. Upon Lender's request, Borrower shall assign
any contract or subcontract to Lender.

     (c) In the event Lender determines in its reasonable discretion that any
Replacement is not being performed in a workmanlike or timely manner or that any
Replacement has not been completed in a workmanlike or timely manner, Lender
shall have the option, after notice to Borrower giving a reasonable time period
to cure any such problem, to withhold disbursement for such unsatisfactory
Replacement and to proceed under existing contracts or to contract with third
parties to complete such Replacement and to apply the Replacement Reserve Fund
toward the labor and materials necessary to complete such Replacement, without
providing any prior notice to Borrower and to exercise any and all other
remedies available to Lender upon an Event of Default hereunder.

     (d) In order to facilitate Lender's completion or making of the
Replacements pursuant to Section 7.3.3(c) above, Borrower grants Lender the
right to enter onto the Property and perform any and all work and labor
necessary to complete or make the Replacements and/or employ watchmen to protect
the Property from damage. All sums so expended by Lender, to the extent not paid
from the Replacement Reserve Fund, shall be deemed to have been advanced under
the Loan to Borrower and secured by the Mortgage. For this purpose Borrower
constitutes and appoints Lender its true and lawful attorney-in-fact with full
power of substitution to complete or undertake the Replacements in the name of


                                       59


Borrower. Such power of attorney shall be deemed to be a power coupled with an
interest and cannot be revoked. Borrower empowers said attorney-in-fact as
follows: (i) to use any funds in the Replacement Reserve Account for the purpose
of making or completing the Replacements; (ii) to make such additions, changes
and corrections to the Replacements as shall be necessary or desirable to
complete the Replacements; (iii) to employ such contractors, subcontractors,
agents, architects and inspectors as shall be required for such purposes; (iv)
to pay, settle or compromise all existing bills and claims which are or may
become Liens against the Property, or as may be necessary or desirable for the
completion of the Replacements, or for clearance of title; (v) to execute all
applications and certificates in the name of Borrower which may be required by
any of the contract documents; (vi) to prosecute and defend all actions or
proceedings in connection with the Property or the rehabilitation and repair of
the Property; and (vii) to do any and every act which Borrower might do in its
own behalf to fulfill the terms of this Agreement.

     (e) Nothing in this Section 7.3.3 shall: (i) make Lender responsible for
making or completing the Replacements; (ii) require Lender to expend funds in
addition to the Replacement Reserve Fund to make or complete any Replacement;
(iii) obligate Lender to proceed with the Replacements; or (iv) obligate Lender
to demand from Borrower additional sums to make or complete any Replacement.

     (f) Borrower shall permit Lender and Lender's agents and representatives
(including, without limitation, Lender's engineer, architect, or inspector) or
third parties making Replacements pursuant to this Section 7.3.3 to enter onto
the Property during normal business hours (subject to the rights of tenants
under their Leases) to inspect the progress of any Replacements and all
materials being used in connection therewith, to examine all plans and shop
drawings relating to such Replacements which are or may be kept at the Property,
and to complete any Replacements made pursuant to this Section 7.3.3. Borrower
shall cause all contractors and subcontractors to cooperate with Lender or
Lender's representatives or such other persons described above in connection
with inspections described in this Section 7.3.3 or the completion of
Replacements.

     (g) Lender may require an inspection of the Property at Borrower's expense
prior to making a monthly disbursement from the Replacement Reserve Account in
order to verify completion of the Replacements for which reimbursement is
sought. Lender may require that such inspection be conducted by an appropriate
independent qualified professional selected by Lender and/or may require a copy
of a certificate of completion by an independent qualified professional
acceptable to Lender prior to the disbursement of any amounts from the
Replacement Reserve Account. Borrower shall pay the expense of the inspection as
required hereunder, whether such inspection is conducted by Lender or by an
independent qualified professional.

     (h) The Replacements and all materials, equipment, fixtures, or any other
item comprising a part of any Replacement shall be constructed, installed or
completed, as applicable, free and clear of all mechanic's, materialman's or
other liens (except for those Liens existing on the date of this Agreement which
have been approved in writing by Lender).


                                       60


     (i) Before each disbursement from the Replacement Reserve Account, Lender
may require Borrower to provide Lender with a search of title to the Property
effective to the date of the disbursement, which search shows that no mechanic's
or materialmen's liens. or other Liens. of any nature have been placed against
the Property since the date of recordation of the Mortgage and that title to the
Property is free and clear of all Liens (other than the lien of the Mortgage and
any other Liens previously approved in writing by Lender, if any).

     (j) All Replacements shall comply with all applicable Legal Requirements of
all Governmental Authorities having jurisdiction over the Property and
applicable insurance requirements including, without limitation, applicable
building codes, special use permits, environmental regulations, and requirements
of insurance underwriters.

     (k) In addition to any insurance required under the Loan Documents,
Borrower shall provide or cause to be provided workmen's compensation insurance,
builder's risk, and public liability insurance and other insurance to the extent
required under applicable law in connection with a particular Replacement. All
such policies shall be in form and amount reasonably satisfactory to Lender. All
such policies which can be endorsed with standard mortgagee clauses making loss
payable to Lender or its assigns shall be so endorsed. Certified copies of such
policies shall be delivered to Lender.

     7.3.4 Failure to Make Replacements. (a) It shall be an Event of Default
under this Agreement if Borrower fails to comply with any provision of this
Section 7.3 and such failure is not cured within thirty (30) days after notice
from Lender. Upon the occurrence of such an Event of Default, Lender may use the
Replacement Reserve Fund (or any portion thereof) for any purpose, including but
not limited to completion of the Replacements as provided in Section 7.3.3, or
for any other repair or replacement to the Property or toward payment of the
Debt in such order, proportion and priority as Lender may determine in its sole
discretion. Lender's right to withdraw and apply the Replacement Reserve Funds
shall be in addition to all other rights and remedies provided to Lender under
this Agreement and the other Loan Documents.

     (b) Nothing in this Agreement shall obligate Lender to apply all or any
portion of the Replacement Reserve Fund on account of an Event of Default to
payment of the Debt or in any specific order or priority.

     7.3.5 Balance in the Replacement Reserve Account. The insufficiency of any
balance in the Replacement Reserve Account shall not relieve Borrower from its
obligation to fulfill all preservation and maintenance covenants in the Loan
Documents.

     7.3.6 Indemnification. Borrower shall indemnify Lender and hold Lender
harmless from and against any and all actions, suits, claims, demands,
liabilities, losses, damages, obligations and costs and expenses (including
litigation costs and reasonable attorneys fees and expenses) arising from or in
any way connected with the performance of the Replacements. Borrower shall
assign to Lender all rights and claims Borrower may have against all persons or
entities supplying labor or materials in connection with the Replacements;
provided, however, that Lender may not pursue any such right or claim unless an
Event of Default has occurred and remains uncured.


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     Section 7.4 Rollover Reserve.

     7.4.1 Deposits to Rollover Reserve Fund. Borrower shall pay to Lender on
each Payment Date the sum of $23,413.25 (the "Rollover Reserve Monthly
Deposit"), which amounts shall be deposited with and held by Lender for tenant
improvement and leasing commission obligations incurred following the date
hereof (collectively, "Leasing Expenses"); provided, however, Borrower shall not
be required to make pay the Rollover Reserve Monthly Deposit to Lender during
such times as the balance in the Rollover Reserve Account exceeds $842,877.00.
In addition, Borrower shall pay to Lender for deposit in the Rollover Reserve
Account all Lease Termination Payments; provided, however, no Lease Termination
Payments contributed to the Rollover Reserve Account shall be counted towards
any balance in the Rollover Reserve Account which serves to limit future
contributions to the Rollover Reserve Account from the Rollover Reserve Deposit.
Amounts so deposited shall hereinafter be referred to as the "Rollover Reserve
Fund" and the account to which such amounts are held shall hereinafter be
referred to as the "Rollover Reserve Account". Notwithstanding anything to the
contrary contained in this Section 7.4.1, Borrower shall only be required to
make Rollover Reserve Monthly Deposits on Payment Dates occurring during
Rollover Reserve Periods.

     7.4.2 Withdrawal of Rollover Reserve Funds. Lender shall make disbursements
from the Rollover Escrow Fund for tenant improvement and leasing commission
obligations incurred by Borrower. All such expenses shall be approved by Lender
in its reasonable discretion. Lender shall make disbursements as requested by
Borrower on a monthly basis in increments of no less than $5,000.00 upon
delivery by Borrower of Lender's standard form of draw request accompanied by
copies of paid invoices for the amounts requested and, if required by Lender,
lien waivers and releases from all parties furnishing materials and/or services
in connection with the requested payment. Lender may require an inspection of
the Property at Borrower's expense prior to making a monthly disbursement in
order to verify completion of improvements for which reimbursement is sought.
All earnings or interest on the Rollover Escrow Fund shall be and become part of
such Rollover Escrow Fund and shall be disbursed as provided in this Section
7.4.

     7.4.3 Letter of Credit in Lieu of Rollover Reserve Monthly Deposit.

     (a) In lieu of making any Rollover Reserve Monthly Deposit, Borrower may
deliver to Lender a Letter of Credit in the amount of the Required Leasing
Reserve Deposit.

     (b) Borrower shall give Lender no less than thirty (30) days notice of
Borrower's election to deliver a Letter of Credit pursuant to Section 7.4.3(a)
and Borrower shall pay to Lender all of Lender's reasonable out-of-pocket costs
and expenses in connection therewith. Borrower shall not be entitled to draw
from any such Letter of Credit.

     7.4.4 Reduction of Letter of Credit. In the event that, after the delivery
of a Letter of Credit in accordance with 7.4.3(a) above, Borrower shall incur
Leasing Expenses that would be eligible for a disbursement from the Rollover
Reserve Fund, Borrower may, in lieu of receiving such disbursement, reduce the
amount of such Letter of Credit by a corresponding amount. Lender agrees to
execute such agreements or amendments reasonably requested by Borrower in order


                                       62


to appropriately reduce the amount of such Letter of Credit. Borrower shall not
be permitted to reduce the Letter of Credit more than one (1) time in any
three-month period.

     Section 7.5 [INTENTIONALLY DELETED]

     Section 7.6 [INTENTIONALLY DELETED]

     Section 7.7 Reserve Funds, Generally.

     7.7.1 Borrower grants to Lender a first-priority perfected security
interest in each of the Reserve Funds and any and all monies now or hereafter
deposited in each Reserve Fund as additional security for payment of the Debt.
Until expended or applied in accordance herewith, the Reserve Funds shall
constitute additional security for the Debt.

     7.7.2 Upon the occurrence of an Event of Default, Lender may, in addition
to any and all other rights and remedies available to Lender, apply any sums
then present in any or all of the Reserve Funds to the payment of the Debt in
any order in its sole discretion.

     7.7.3 The Reserve Funds shall not constitute trust funds and may be
commingled with other monies held by Lender.

     7.7.4 The Reserve Funds shall be held in interest bearing accounts and all
earnings or interest on a Reserve Fund shall be added to and become a part of
such Reserve Fund and shall be disbursed in the same manner as other monies
deposited in such Reserve Fund.

     7.7.5 Borrower shall not, without obtaining the prior written consent of
Lender, further pledge, assign or grant any security interest in any Reserve
Fund or the monies deposited therein or permit any lien or encumbrance to attach
thereto, or any levy to be made thereon, or any UCC-1 Financing Statements,
except those naming Lender as the secured party, to be filed with respect
thereto.

     7.7.6 Lender shall not be liable for any loss sustained on the investment
of any funds constituting the Reserve Funds.

     Section 7.8 Provisions Regarding Letters of Credit.

     7.8.1 Event of Default.

     An Event of Default shall occur if Borrower shall have any reimbursement or
similar obligation with respect to a Letter of Credit, or if Borrower shall fail
to (i) replace or extend any Letter of Credit prior to the expiration thereof or
(ii) replace any outstanding Letter of Credit within thirty (30) days of
Lender's notice that such Letter of Credit fails to meet the requirements set
forth in the definition of Letter of Credit. Lender shall not be required to
exercise its rights under Section 7.8.3 below in order to prevent any such Event
of Default from occurring and shall not be liable for any losses due to the
insolvency of the issuer of the Letter of Credit as a result of any failure or
delay by Lender in the exercise of such rights, but if Lender draws on the
Letter of Credit and the issuer honors such draw and no Event of Default shall


                                       63


exist, Lender shall deposit the proceeds of such draw into the Reserve Fund with
respect to which such Letter of Credit was originally established.

     7.8.2 Security for Debt.

     Each Letter of Credit delivered under this Agreement shall be additional
security for the payment of the Debt. Upon the occurrence of an Event of
Default, Lender shall have the right, at its option, to draw on any Letter of
Credit and to apply all or any part thereof to the payment of the items for
which such Letter of Credit was established or to apply each such Letter of
Credit to payment of the Debt in such order, proportion or priority as Lender
may determine or to hold such proceeds as security for the Debt.

     7.8.3 Additional Rights of Lender.

     In addition to any other right Lender may have to draw upon a Letter of
Credit pursuant to the terms and conditions of this Agreement, Lender shall have
the additional rights to draw in full any Letter of Credit: (a) with respect to
any evergreen Letter of Credit, if Lender has received a notice from the issuing
bank that the Letter of Credit will not be renewed and a substitute Letter of
Credit is not provided at least thirty (30) days prior to the date on which the
outstanding Letter of Credit is scheduled to expire; (b) with respect to any
Letter of Credit with a stated expiration date, if Lender has not received a
notice from the issuing bank that it has renewed the Letter of Credit at least
thirty (30) days prior to the date on which such Letter of Credit is scheduled
to expire or a substitute Letter of Credit is not provided at least thirty (30)
days prior to the date on which the outstanding Letter of Credit is scheduled to
expire; or (c) if Lender has received notice that the bank issuing the Letter of
Credit shall cease to be an Eligible Institution and Borrower has not, within
thirty (30) days after notice thereof, obtained a new Letter of Credit with an
Eligible Institution.

     VIII. DEFAULTS

     Section 8.1 Event of Default.

     (a) Each of the following events shall constitute an event of default
hereunder (an "Event of Default"):

          (i) if any portion of the Debt is not paid when due;

          (ii) if any of the Taxes or Other Charges are not paid when the same
     are due and payable;

          (iii) if the Policies are not kept in full force and effect, or if
     certified copies of the Policies are not delivered to Lender upon request;


                                       64


          (iv) if Borrower transfers or encumbers any portion of the Property
     without Lender's prior written consent or otherwise violates the provisions
     of Section 5.2.13 of this Agreement;

          (v) if any representation or warranty made by Borrower herein or in
     any other Loan Document, or in any report, certificate, financial statement
     or other instrument, agreement or document furnished to Lender shall have
     been false or misleading in any material respect as of the date the
     representation or warranty was made;

          (vi) if Borrower or any guarantor under any guaranty issued in
     connection with the Loan shall make an assignment for the benefit of
     creditors;

          (vii) if a receiver, liquidator or trustee shall be appointed for
     Borrower or any guarantor under any guarantee issued in connection with the
     Loan or if Borrower or such guarantor shall be adjudicated a bankrupt or
     insolvent, or if any petition for bankruptcy, reorganization or arrangement
     pursuant to federal bankruptcy law, or any similar federal or state law,
     shall be filed by or against, consented to, or acquiesced in by, Borrower
     or such guarantor, or if any proceeding for the dissolution or liquidation
     of Borrower or such guarantor shall be instituted; provided, however, if
     such appointment, adjudication, petition or proceeding was involuntary and
     not consented to by Borrower or such guarantor, upon the same not being
     discharged, stayed or dismissed within thirty (30) days;

          (viii) if Borrower attempts to assign its rights under this Agreement
     or any of the other Loan Documents or any interest herein or therein in
     contravention of the Loan Documents;

          (ix) if Borrower breaches any of the negative covenants contained in
     Section 5.2 or any covenant contained in Section 4.1.30 hereof;

          (x) with respect to any term, covenant or provision set forth herein
     which specifically contains a notice requirement or grace period, if
     Borrower shall be in default under such term, covenant or condition after
     the giving of such notice or the expiration of such grace period;

          (xi) [intentionally deleted];

          (xii) [intentionally deleted];

          (xiii) if Borrower shall continue to be in Default under any of the
     other terms, covenants or conditions of this Agreement not specified in
     subsections (i) to (x) above, for ten (10) days after notice to Borrower
     from Lender, in the case of any Default which can be cured by the payment
     of a sum of money, or for thirty (30) days after notice from Lender in the
     case of any other Default; provided, however, that if such non-monetary
     Default is susceptible of cure but cannot reasonably be cured within such
     30-day period and provided further that Borrower shall have commenced to
     cure such Default within such 30-day period and thereafter diligently and
     expeditiously proceeds to cure the same, such 30-day period shall be


                                       65


     extended for such time as is reasonably necessary for Borrower in the
     exercise of due diligence to cure such Default, such additional period not
     to exceed sixty (60) days; or

          (xiv) if there shall be default under any of the other Loan Documents
     beyond any applicable cure periods contained in such documents, whether as
     to Borrower or the Property, or if any other such event shall occur or
     condition shall exist, if the effect of such event or condition is to
     accelerate the maturity of any portion of the Debt or to permit Lender to
     accelerate the maturity of all or any portion of the Debt;

     (b) Upon the occurrence of an Event of Default and at any time thereafter
Lender may, in addition to any other rights or remedies available to it pursuant
to this Agreement and the other Loan Documents or at law or in equity, take such
action, without further notice or demand, that Lender deems advisable to protect
and enforce its rights against Borrower and in and to the Property, including,
without limitation, declaring the Debt to be immediately due and payable, and
Lender may enforce or avail itself of any or all rights or remedies provided in
the Loan Documents against Borrower and the Property, including, without
limitation, all rights or remedies available at law or in equity; and upon any
Event of Default described in clauses (vi), (vii) or (viii) above, the Debt and
all other obligations of Borrower hereunder and under the other Loan Documents
shall immediately and automatically become due and payable, without notice or
demand, and Borrower hereby expressly waives any such notice or demand, anything
contained herein or in any other Loan Document to the contrary notwithstanding.

     Section 8.2 Remedies.

     (a) Upon the occurrence of an Event of Default, all or any one or more of
the rights, powers, privileges and other remedies available to Lender against
Borrower under this Agreement or any of the other Loan Documents executed and
delivered by, or applicable to, Borrower or at law or in equity may be exercised
by Lender at any time and from time to time, whether or not all or any of the
Debt shall be declared due and payable, and whether or not Lender shall have
commenced any foreclosure proceeding or other action for the enforcement of its
rights and remedies under any of the Loan Documents. Any such actions taken by
Lender shall be cumulative and concurrent and may be pursued independently,
singly, successively, together or otherwise, at such time and in such order as
Lender may determine in its sole discretion, to the fullest extent permitted by
law, without impairing or otherwise affecting the other rights and remedies of
Lender permitted by law, equity or contract or as set forth herein or in the
other Loan Documents. Without limiting the generality of the foregoing, Borrower
agrees that if an Event of Default is continuing (i) Lender is not subject to
any "one action" or "election of remedies" law or rule, and (ii) all liens and
other rights, remedies or privileges provided to Lender shall remain in full
force and effect until Lender has exhausted all of its remedies against the
Property and the Mortgage has been foreclosed, sold and/or otherwise realized
upon in satisfaction of the Debt or the Debt has been paid in full.

     (b) Intentionally Omitted.

     (c) Lender shall have the right from time to time to sever the Note and the
other Loan Documents into one or more separate notes, mortgages and other
security documents (the "Severed Loan Documents") in such denominations as
Lender shall determine in its sole discretion for purposes of evidencing and


                                       66


enforcing its rights and remedies provided hereunder. Borrower shall execute and
deliver to Lender from time to time, promptly after the request of Lender, a
severance agreement and such other documents as Lender shall request in order to
effect the severance described in the preceding sentence, all in form and
substance reasonably satisfactory to Lender. Borrower hereby absolutely and
irrevocably appoints Lender as its true and lawful attorney, coupled with an
interest, in its name and stead to make and execute all documents necessary or
desirable to effect the aforesaid severance, Borrower ratifying all that its
said attorney shall do by virtue thereof; provided, however, Lender shall not
make or execute any such documents under such power until three (3) days after
notice has been given to Borrower by Lender of Lender's intent to exercise its
rights under such power. Except as may be required in connection with a
securitization pursuant to Section 9.1 hereof, (i) Borrower shall not be
obligated to pay any costs or expenses incurred in connection with the
preparation, execution, recording or filing of the Severed Loan Documents, and
(ii) the Severed Loan Documents shall not contain any representations,
warranties or covenants not contained in the Loan Documents and any such
representations and warranties contained in the Severed Loan Documents will be
given by Borrower only as of the Closing Date.

     Section 8.3 Remedies Cumulative; Waivers.

     The rights, powers and remedies of Lender under this Agreement shall be
cumulative and not exclusive of any other right, power or remedy which Lender
may have against Borrower pursuant to this Agreement or the other Loan
Documents, or existing at law or in equity or otherwise. Lender's rights, powers
and remedies may be pursued singly, concurrently or otherwise, at such time and
in such order as Lender may determine in Lender's 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 one Default or
Event of Default with respect to Borrower shall not be construed to be a waiver
of any subsequent Default or Event of Default by Borrower or to impair any
remedy, right or power consequent thereon.

     IX. SPECIAL PROVISIONS

     Section 9.1 Sale of Notes and Securitization.

     At the request of the holder of the Note and, to the extent not already
required to be provided by Borrower under this Agreement, Borrower shall use
reasonable efforts to satisfy the market standards to which the holder of the
Note customarily adheres or which may be reasonably required in the marketplace
or by the Rating Agencies in connection with the sale of the Note or
participations therein or the first successful securitization (such sale and/or
securitization, the "Securitization") of rated single or multi-class securities
(the "Securities") secured by or evidencing ownership interests in the Note and
the Mortgage, including, without limitation, to:

     (a) (i) provide such financial and other information with respect to the
Property, Borrower and the Manager, (ii) provide budgets relating to the
Property and (iii) to perform or permit or cause to be performed or permitted
such site inspection, appraisals, market studies, environmental reviews and


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reports (Phase I's and, if appropriate, Phase II's), engineering reports and
other due diligence investigations of the Property, as may be reasonably
requested by the holder of the Note or the Rating Agencies or as may be
necessary or appropriate in connection with the Securitization (the "Provided
Information"), together, if customary, with appropriate verification and/or
consents of the Provided Information through letters of auditors or opinions of
counsel of independent attorneys acceptable to Lender and the Rating Agencies;

     (b) at Borrower's expense, cause counsel to render opinions, which may be
relied upon by the holder of the Note, the Rating Agencies and their respective
counsel, agents and representatives, as to non-consolidation, fraudulent
conveyance, and true sale and/or lease or any other opinion customary in
securitization transactions, with respect to the Property and Borrower and its
affiliates which counsel and opinions shall be reasonably satisfactory to the
holder of the Note and the Rating Agencies;

     (c) make such representations and warranties as of the closing date of the
Securitization with respect to the Property, Borrower, and the Loan Documents as
are customarily provided in securitization transactions and as may be reasonably
requested by the holder of the Note or the Rating Agencies and consistent with
the facts covered by such representations and warranties as they exist on the
date thereof, including the representations and warranties made in the Loan
Documents; and

     (d) execute such amendments to the Loan Documents (including, without
limitation, designating a new Determination Date) and organizational documents,
enter into a lockbox or similar arrangement with respect to the Rents and
establish and fund such reserve funds (including, without limitation, reserve
funds for deferred maintenance and capital improvements) as may be requested by
the holder of the Note or the Rating Agencies or otherwise to effect the
Securitization; provided, however, that Borrower shall not be required to modify
or amend any Loan Document if such modification or amendment would (i) change
the interest rate, the stated maturity or the amortization of principal set
forth in the Note, or (ii) modify or amend any other material economic term of
the Loan.

     Without limiting the generality of any of the foregoing, Lender may in
Lender's sole discretion, at any time following the date hereof, elect to (i)
bifurcate the Note into two (2) or more notes and/or split the Mortgage into two
(2) or more mortgages of the same or different priorities or otherwise as
determined by and acceptable to Lender and/or (ii) divide the Note into multiple
components corresponding to tranches of certificates to be issued in a
Securitization each having a notional balance and an interest rate determined by
Lender; provided, however, that Borrower shall not be required to modify or
amend any Loan Document if the overall effect of such modification or amendment
would (y) change the initial weighted average interest rate, the maturity or
amortization or principal set forth in the Note, or (z) modify or amend any
other material economic term of the Note or the other Loan Documents.

     Section 9.2 Securitization Indemnification.

     (a) Borrower understands that certain of the Provided Information may be
included in disclosure documents in connection with the Securitization,
including, without limitation, a prospectus, prospectus supplement or private
placement memorandum (each, a "Disclosure Document") and may also be included in


                                       68


filings with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended (the "Securities Act"), or the Securities and Exchange
Act of 1934, as amended (the "Exchange Act"), or provided or made available to
investors or prospective investors in the Securities, the Rating Agencies, and
service providers relating to the Securitization. In the event that the
Disclosure Document is required to be revised prior to the sale of all
Securities, Borrower will cooperate with the holder of the Note in updating the
Disclosure Document by providing all current information necessary to keep the
Disclosure Document accurate and complete in all material respects.

     (b) Borrower agrees to provide in connection with each of (i) a preliminary
and a private placement memorandum or (ii) a preliminary and final prospectus or
prospectus supplement, as applicable, an indemnification certificate (A)
certifying that Borrower has carefully examined such memorandum or prospectus,
as applicable, including without limitation, the sections entitled "Special
Considerations," "Description of the Mortgages," "Description of the Mortgage
Loans and Mortgaged Property," "The Manager," "The Borrower" and "Certain Legal
Aspects of the Mortgage Loan," and such sections (and any other sections
reasonably requested) do not contain any untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements made, in
the light of the circumstances under which they were made, not misleading, (B)
indemnifying Lender (and for purposes of this Section 9.2, Lender hereunder
shall include its officers and directors) or any Affiliate of Lender ("Lehman")
that has filed the registration statement relating to the securitization (the
"Registration Statement"), each of its directors, each of its officers who have
signed the Registration Statement and each Person or entity who controls the
Affiliate within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act (collectively, the "Lehman Group"), and Lehman, each of its
directors and each Person who controls Lehman within the meaning of Section 15
of the Securities Act and Section 20 of the Exchange Act (collectively, the
"Underwriter Group") for any losses, claims, damages or liabilities
(collectively, the "Liabilities") to which Lender, the Lehman Group or the
Underwriter Group may become subject insofar as the Liabilities arise out of or
are based upon any untrue statement or alleged untrue statement of any material
fact contained in such sections or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated in
such sections or necessary in order to make the statements in such sections or
in light of the circumstances under which they were made, not misleading and (C)
agreeing to reimburse Lender, the Lehman Group and the Underwriter Group for any
legal or other expenses reasonably incurred by Lender and Lehman in connection
with investigating or defending the Liabilities; provided, however, that
Borrower will be liable in any such case under clauses (B) or (C) above only to
the extent that any such loss claim, damage or liability arises out of or is
based upon any such untrue statement or omission made therein in reliance upon
and in conformity with information furnished to Lender by or on behalf of
Borrower in connection with the preparation of the memorandum or prospectus or
in connection with the underwriting of the debt, including, without limitation,
financial statements of Borrower, operating statements, rent rolls,
environmental site assessment reports and property condition reports with
respect to the Property. This indemnity agreement will be in addition to any
liability which Borrower may otherwise have. Moreover, the indemnification
provided for in Clauses (B) and (C) above shall be effective whether or not an
indemnification certificate described in (A) above is provided and shall be
applicable based on information previously provided by Borrower or its
Affiliates if Borrower does not provide the indemnification certificate.


                                       69


     (c) In connection with filings under the Exchange Act, Borrower agrees to
(i) indemnify Lender, the Lehman Group and the Underwriter Group for Liabilities
to which Lender, the Lehman Group or the Underwriter Group may become subject
insofar as the Liabilities arise out of or are based upon the omission or
alleged omission to state in the Provided Information a material fact required
to be stated in the Provided Information in order to make the statements in the
Provided Information, in light of the circumstances under which they were made
not misleading and (ii) reimburse Lender, the Lehman Group or the Underwriter
Group for any legal or other expenses reasonably incurred by Lender, the Lehman
Group or the Underwriter Group in connection with defending or investigating the
Liabilities.

     (d) Promptly after receipt by an indemnified party under this Section 9.2
of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 9.2, notify the indemnifying party in writing of the commencement
thereof, but the omission to so notify the indemnifying party will not relieve
the indemnifying party from any liability which the indemnifying party may have
to any indemnified party hereunder except to the extent that failure to notify
causes prejudice to the indemnifying party. In the event that any action is
brought against any indemnified party, and its notifies the indemnifying party
of the commencement thereof, the indemnifying party will be entitled, jointly
with any other indemnifying party, to participate therein and, to the extent
that it (or they) may elect by written notice delivered to the indemnified party
promptly after receiving the aforesaid notice from such indemnified party, to
assume the defense thereof with counsel satisfactory to such indemnified party.
After notice from the indemnifying party to such indemnified party under this
Section 9.2 the indemnifying party shall be responsible for any legal or other
expenses subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation; provided, however,
if the defendants in any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that there are any legal defenses available to it and/or other indemnified
parties that are different from or additional to those available to the
indemnifying party, the indemnified party or parties shall have the right to
select separate counsel to assert such legal defenses and to otherwise
participate in the defense of such action on behalf of such indemnified party to
parties. The indemnifying party shall not be liable for the expenses of more
than one such separate counsel unless an indemnified party shall have reasonably
concluded that there may be legal defenses available to it that are different
from or additional to those available to another indemnified party.

     (e) In order to provide for just and equitable contribution in
circumstances in which the indemnity agreements provided for in Section 9.2(b)
or (c) is or are for any reason held to be unenforceable by an indemnified party
in respect of any losses, claims, damages or liabilities (or action in respect
thereof) referred to therein which would otherwise be indemnifiable under
Section 9.2(b) or (c), the indemnifying party shall contribute to the amount
paid or payable by the indemnified party as a result of such losses, claims,
damages or liabilities (or action in respect thereof); provided, however, that
no Person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation. In determining the
amount of contribution to which the respective parties are entitled, the
following factors shall be considered: (i) Lehman's and Borrower's relative


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knowledge and access to information concerning the matter with respect to which
claim was asserted; (ii) the opportunity to correct and prevent any statement or
omission; and (iii) any other equitable considerations appropriate in the
circumstances. Lender and Borrower hereby agree that it would not be equitable
if the amount of such contribution were determined by pro rata or per capita
allocation.

     (f) The liabilities and obligations of both Borrower and Lender under this
Section 9.2 shall survive the termination of this Agreement and the satisfaction
and discharge of the Debt.

     Section 9.3 [INTENTIONALLY DELETED]

     Section 9.4 Exculpation.

     Subject to the qualifications below, Lender shall not enforce the liability
and obligation of Borrower to perform and observe the obligations contained in
the Note, this Agreement, the Mortgage or the other Loan Documents by any action
or proceeding wherein a money judgment shall be sought against Borrower, except
that Lender may bring a foreclosure action, an action for specific performance
or any other appropriate action or proceeding to enable Lender to enforce and
realize upon its interest under the Note, this Agreement, the Mortgage and the
other Loan Documents, or in the Property, the Rents, or any other collateral
given to Lender pursuant to the Loan Documents; provided, however, that, except
as specifically provided herein, any judgment in any such action or proceeding
shall be enforceable against Borrower only to the extent of Borrower's interest
in the Property, in the Rents and in any other collateral given to Lender, and
Lender, by accepting the Note, this Agreement, the Mortgage and the other Loan
Documents, agrees that it shall not sue for, seek or demand any deficiency
judgment against Borrower in any such action or proceeding under or by reason of
or under or in connection with the Note, this Agreement, the Mortgage or the
other Loan Documents. The provisions of this section shall not, however, (a)
constitute a waiver, release or impairment of any obligation evidenced or
secured by any of the Loan Documents; (b) impair the right of Lender to name
Borrower as a party defendant in any action or suit for foreclosure and sale
under the Mortgage; (c) affect the validity or enforceability of or any guaranty
made in connection with the Loan or any of the rights and remedies of Lender
thereunder; (d) impair the right of Lender to obtain the appointment of a
receiver; (e) impair the enforcement of the Assignment of Leases; (f) constitute
a prohibition against Lender to seek a deficiency judgment against Borrower, but
only to fully realize the security granted by the Mortgage or to commence any
other appropriate action or proceeding in order for Lender to exercise its
remedies against the Property; or (g) constitute a waiver of the right of Lender
to enforce the liability and obligation of Borrower, by money judgment or
otherwise, to the extent of any loss, damage, cost, expense, liability, claim or
other obligation incurred by Lender (including attorneys' fees and costs
reasonably incurred) arising out of or in connection with the following:

          (i) fraud or intentional misrepresentation by Borrower or any
     guarantor in connection with the Loan;

          (ii) the willful misconduct of Borrower or any guarantor in connection
     with the Loan;


                                       71


          (iii) the breach of any representation, warranty, covenant or
     indemnification provision in the Environmental Indemnity or in the Mortgage
     concerning environmental laws, hazardous substances and asbestos and any
     indemnification of Lender with respect thereto in either document;

          (iv) the wrongful removal or destruction of any portion of the
     Property after an Event of Default that adversely affects the value of the
     Property;

          (v) the misapplication or conversion by Borrower of (A) any insurance
     proceeds paid by reason of any loss, damage or destruction to the Property,
     (B) any awards or other amounts received in connection with the
     condemnation of all or a portion of the Property, or (C) any Rents
     following an Event of Default;

          (vi) failure to pay charges for labor or materials or other charges
     that can create Liens on any portion of the Property;

          (vii) any security deposits, advance deposits or any other deposits
     collected with respect to the Property which are not delivered to Lender
     upon a foreclosure of the Property or action in lieu thereof, except to the
     extent any such security deposits were applied in accordance with the terms
     and conditions of any of the Leases;

          (viii) Borrower's indemnifications of Lender set forth in Section 9.2
     hereof;

          (ix) the first full monthly payment of principal and interest under
     the Note is not paid when due;

          (x) failure of Borrower to (A) permit on-site inspections of the
     Property, (B) provide financial information, (C) maintain its status as a
     single purpose entity or (D) appoint a new property manager upon the
     request of Lender after an Event of Default, each as required by, and in
     accordance with the terms and provisions of, this Agreement and the
     Mortgage;

          (xi) failure of Borrower to obtain Lender's prior written consent to
     any subordinate financing or other voluntary Lien encumbering the Property;
     or

          (xii) failure of Borrower to obtain Lender's prior written consent to
     any assignment, transfer, or conveyance of the Property or any interest
     therein as required by the Mortgage or hereunder.

     Notwithstanding anything to the contrary in this Agreement, the Note or any
of the Loan Documents, (A) Lender shall not be deemed to have waived any right
which Lender may have under Section 506(a), 506(b), 1111(b) or any other
provisions of the U.S. Bankruptcy Code to file a claim for the full amount of
the Debt secured by the Mortgage or to require that all collateral shall
continue to secure all of the Debt owing to Lender in accordance with the Loan
Documents, and (B) the Debt shall be fully recourse to Borrower in the event
that any petition for bankruptcy, reorganization or arrangement pursuant to
federal bankruptcy law, or any similar federal or state law, shall be filed by
or consented to by Borrower.


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     Section 9.5 Termination of Manager.

     If (a) an Event of Default shall have occurred and be continuing, (b) at
the Maturity Date, the Debt is not repaid in full, or (c) a default by Manager
under the Management Agreement shall have occurred and not be remedied within
any applicable grace or cure period provided therein or the Manager shall become
insolvent, Borrower shall, at the request of Lender, terminate the Management
Agreement and replace the Manager with a manager approved by Lender on terms and
conditions satisfactory to Lender, it being understood and agreed that the
management fee for such replacement manager shall not exceed then prevailing
market rates.

     Section 9.6 Servicer.

     At the option of Lender and at no expense to Borrower, the Loan may be
serviced by a servicer/trustee (the "Servicer") selected by Lender and Lender
may delegate all or any portion of its responsibilities under this Agreement and
the other Loan Documents to the Servicer pursuant to a servicing agreement (the
"Servicing Agreement") between Lender and Servicer.

     X. MISCELLANEOUS

     Section 10.1 Survival.

     This Agreement and all covenants, agreements, representations and
warranties made herein and in the certificates delivered pursuant hereto shall
survive the making by Lender of the Loan and the execution and delivery to
Lender of the Note, and shall continue in full force and effect so long as all
or any of the Debt is outstanding and unpaid unless a longer period is expressly
set forth herein or in the other Loan Documents. Whenever in this Agreement any
of the parties hereto is referred to, such reference shall be deemed to include
the legal representatives, successors and assigns of such party. All covenants,
promises and agreements in this Agreement, by or on behalf of Borrower, shall
inure to the benefit of the legal representatives, successors and assigns of
Lender.

     Section 10.2 Lender's Discretion.

     Whenever pursuant to this Agreement, Lender exercises any right given to it
to approve or disapprove, or any arrangement or term is to be satisfactory to
Lender, the decision of Lender to approve or disapprove 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 Lender and
shall be final and conclusive.

     Section 10.3 Governing Law.

     (A) THIS AGREEMENT WAS NEGOTIATED IN THE STATE OF NEW YORK, THE LOAN WAS
MADE BY LENDER AND ACCEPTED BY BORROWER IN THE STATE OF NEW YORK, AND THE
PROCEEDS OF THE NOTE DELIVERED PURSUANT HERETO WERE DISBURSED FROM THE STATE OF
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,


                                       73


INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, 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 (WITHOUT REGARD TO PRINCIPLES OF CONFLICT LAWS) AND ANY APPLICABLE LAW OF
THE UNITED STATES OF AMERICA, EXCEPT THAT AT ALL TIMES THE PROVISIONS FOR THE
CREATION, PERFECTION, AND ENFORCEMENT OF THE LIENS AND SECURITY INTERESTS
CREATED PURSUANT HERETO AND PURSUANT TO THE OTHER LOAN DOCUMENTS SHALL BE
GOVERNED BY AND CONSTRUED ACCORDING TO THE LAW OF THE STATE IN WHICH THE
PROPERTY IS LOCATED, IT BEING UNDERSTOOD THAT, TO THE FULLEST EXTENT PERMITTED
BY THE LAW OF SUCH STATE, THE LAW OF THE STATE OF NEW YORK SHALL GOVERN THE
CONSTRUCTION, VALIDITY AND ENFORCEABILITY OF ALL LOAN DOCUMENTS AND ALL OF THE
OBLIGATIONS ARISING HEREUNDER OR THEREUNDER. TO THE FULLEST EXTENT PERMITTED BY
LAW, BORROWER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT
THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT AND THE NOTE, AND
THIS AGREEMENT AND THE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW
YORK GENERAL OBLIGATIONS LAW.

     (B) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR BORROWER ARISING
OUT OF OR RELATING TO THIS AGREEMENT MAY AT LENDER'S OPTION BE INSTITUTED IN ANY
FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT TO
SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND BORROWER WAIVES ANY
OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON
CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND BORROWER HEREBY
IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR
PROCEEDING. BORROWER DOES HEREBY DESIGNATE AND APPOINT:

                        Corporation Service Company
                        80 State Street
                        Albany, New York 12207-2543

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 AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE
MAILED OR DELIVERED TO BORROWER IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN


                                       74


EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON BORROWER IN ANY SUCH SUIT,
ACTION OR PROCEEDING IN THE STATE OF NEW YORK. BORROWER (I) SHALL GIVE PROMPT
NOTICE TO LENDER 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 SUBSTITUTE AGENT AND OFFICE SHALL BE
DESIGNATED AS THE PERSON AND 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.

     No modification, amendment, extension, discharge, termination or waiver of
any provision of this Agreement, or of the Note, or of any other Loan Document,
nor consent to any departure by Borrower therefrom, shall in any event be
effective unless the same shall be in a writing signed by the party against whom
enforcement is sought, and then such waiver or consent 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 Borrower, shall
entitle Borrower to any other or future notice or demand in the same, similar or
other circumstances.

     Section 10.5 Delay Not a Waiver.

     Neither any failure nor any delay on the part of Lender in insisting upon
strict performance of any term, condition, covenant or agreement, or exercising
any right, power, remedy or privilege hereunder, or under the Note or under any
other 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, the Note or any other Loan Document, Lender shall not be deemed
to have waived any right either to require prompt payment when due of all other
amounts due under this Agreement, the 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, consents, approvals and requests required or permitted
hereunder or under any other Loan Document shall be given in writing and shall
be effective for all purposes if hand delivered or sent by (a) certified or
registered United States mail, postage prepaid, return receipt requested or (b)
expedited prepaid delivery service, either commercial or United States Postal
Service, with proof of attempted delivery, and by telecopier (with answer back
acknowledged), addressed as follows (or at such other address and Person 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):


                                       75


If to Borrower:             RVM Glimcher, LLC
                            150 East Gay Street
                            Columbus, Ohio 43215
                            Attention:  George A. Schmidt
                            Facsimile No.: (614) 621-8863

With a copy to:             Squires Sanders & Dempsey
                            1300 Huntington Center
                            41 South High Street
                            Columbus, Ohio 43215-6197
                            Attention:  Kim A. Rieck, Esq.
                            Facsimile No.: (614) 365-2499

If to Lender:               Lehman Brothers Bank FSB
                            c/o Lehman Brothers Holdings
                            399 Park Avenue
                            New York, New York 10022
                            Attention: John Herman
                            Facsimile No.: (212) 713-1278

With a copy to:             Stroock & Stroock & Lavan LLP
                            180 Maiden Lane
                            New York, New York 10038
                            Attention: William Campbell, Esq.
                            Facsimile No.: (212) 526-1215

A notice shall be deemed to have been given: in the case of hand delivery, at
the time of delivery; in the case of registered or certified mail, when
delivered or the first attempted delivery on a Business Day; or in the case of
expedited prepaid delivery and telecopy, upon the first attempted delivery on a
Business Day.

     Section 10.7 Trial by Jury.

     BORROWER HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF
RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT
ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THE LOAN DOCUMENTS,
OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS


                                       76


WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER,
AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO
WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. LENDER IS HEREBY
AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE
EVIDENCE OF THIS WAIVER BY BORROWER.

     Section 10.8 Headings.

     The Article and/or Section headings and the Table of Contents 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 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 10.10 Preferences.

     Lender shall have the continuing and exclusive right to apply or reverse
and reapply any and all payments by Borrower to any portion of the obligations
of Borrower hereunder. To the extent Borrower makes a payment or payments to
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 Lender.

     Section 10.11 Waiver of Notice.

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

     Section 10.12 Remedies of Borrower.

     In the event that a claim or adjudication is made that Lender or its agents
have acted unreasonably or unreasonably delayed acting in any case where by law
or under this Agreement or the other Loan Documents, Lender or such agent, as


                                       77


the case may be, has an obligation to act reasonably or promptly, Borrower
agrees that neither Lender nor its agents shall be liable for any monetary
damages, and Borrower's sole remedies shall be limited to commencing an action
seeking injunctive relief or declaratory judgment. The parties hereto agree that
any action or proceeding to determine whether Lender has acted reasonably shall
be determined by an action seeking declaratory judgment.

     Section 10.13 Expenses; Indemnity.

     (a) Borrower covenants and agrees to pay or, if Borrower fails to pay, to
reimburse, Lender upon receipt of written notice from Lender for all reasonable
costs and expenses (including reasonable attorneys' fees and disbursements)
incurred by Lender in connection with (i) the preparation, negotiation,
execution and delivery of this Agreement and the other Loan Documents and the
consummation of the transactions contemplated hereby and thereby and all the
costs of furnishing all opinions by counsel for Borrower (including without
limitation any opinions requested by Lender as to any legal matters arising
under this Agreement or the other Loan Documents with respect to the Property);
(ii) Borrower's ongoing performance of and compliance with Borrower's respective
agreements and covenants contained in this Agreement and the other Loan
Documents on its part to be performed or complied with after the Closing Date,
including, without limitation, confirming compliance with environmental and
insurance requirements; (iii) after an Event of Default, Lender's ongoing
performance and compliance with all agreements and conditions contained in this
Agreement and the other Loan Documents on its part to be performed or complied
with after the Closing Date; (iv) the negotiation, preparation, execution,
delivery and administration of any consents, amendments, waivers or other
modifications to this Agreement and the other Loan Documents and any other
documents or matters requested by Lender; (v) securing Borrower's compliance
with any requests made pursuant to the provisions of this Agreement; (vi) the
filing and recording fees and expenses, title insurance and reasonable fees and
expenses of counsel for providing to Lender all required legal opinions, and
other similar expenses incurred in creating and perfecting the Liens in favor of
Lender pursuant to this Agreement and the other Loan Documents; (vii) enforcing
or preserving any rights, in response to third party claims or the prosecuting
or defending of any action or proceeding or other litigation, in each case
against, under or affecting Borrower, this Agreement, the other Loan Documents,
the Property, or any other security given for the Loan; and (viii) enforcing any
obligations of or collecting any payments due from Borrower under this
Agreement, the other Loan Documents or with respect to the Property or in
connection with any refinancing or restructuring of the credit arrangements
provided under this Agreement in the nature of a "work-out" or of any insolvency
or bankruptcy proceedings; provided, however, that Borrower shall not be liable
for the payment of any such costs and expenses to the extent the same arise by
reason of the gross negligence, illegal acts, fraud or willful misconduct of
Lender. Additionally, Borrower shall not be responsible for any costs incurred
by Lender in connection with a Securitization. Any cost and expenses due and
payable to Lender may be paid from any amounts in the Deposit Account.

     (b) Borrower shall indemnify, defend and hold harmless Lender from and
against any and all other liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, claims, costs, expenses and disbursements of any kind
or nature whatsoever (including, without limitation, the reasonable fees and


                                       78


disbursements of counsel for Lender in connection with any investigative,
administrative or judicial proceeding commenced or threatened, whether or not
Lender shall be designated a party thereto), that may be imposed on, incurred
by, or asserted against Lender in any manner relating to or arising out of (i)
any breach by Borrower of its obligations under, or any material
misrepresentation by Borrower contained in, this Agreement or the other Loan
Documents, or (ii) the use or intended use of the proceeds of the Loan
(collectively, the "Indemnified Liabilities"); provided, however, that Borrower
shall not have any obligation to Lender hereunder to the extent that such
Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or
willful misconduct of Lender. To the extent that the undertaking to indemnify,
defend and hold harmless set forth in the preceding sentence may be
unenforceable because it violates any law or public policy, Borrower shall pay
the maximum portion that it is permitted to pay and satisfy under applicable law
to the payment and satisfaction of all Indemnified Liabilities incurred by
Lender.

     Section 10.14 Schedules Incorporated.

     The Schedules annexed hereto are hereby incorporated herein as a part of
this Agreement with the same effect as if set forth in the body hereof.

     Section 10.15 Offsets, Counterclaims and Defenses.

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

     Section 10.16 No Joint Venture or Partnership; No Third Party
Beneficiaries.

     (a) Borrower and Lender intend that the relationships created hereunder and
under the other Loan Documents be solely that of borrower and lender. Nothing
herein or therein is intended to create a joint venture, partnership,
tenancy-in-common, or joint tenancy relationship between Borrower and Lender nor
to grant Lender any interest in the Property other than that of mortgagee,
beneficiary or lender.

     (b) This Agreement and the other Loan Documents are solely for the benefit
of Lender and Borrower and nothing contained in this Agreement or the other Loan
Documents shall be deemed to confer upon anyone other than Lender and Borrower
any right to insist upon or to enforce the performance or observance of any of
the obligations contained herein or therein. All conditions to the obligations
of Lender to make the Loan hereunder are imposed solely and exclusively for the
benefit of Lender and no other Person shall have standing to require
satisfaction of such conditions in accordance with their terms or be entitled to
assume that Lender will refuse to make the Loan in the absence of strict
compliance with any or all thereof and no other Person shall under any
circumstances be deemed to be a beneficiary of such conditions, any or all of
which may be freely waived in whole or in part by Lender if, in Lender's sole
discretion, Lender deems it advisable or desirable to do so.


                                       79


     Section 10.17 Publicity.

     All news releases, publicity or advertising by Borrower or their Affiliates
through any media intended to reach the general public which refers to the Loan
Documents or the financing evidenced by the Loan Documents, to Lender, Lehman,
or any of their Affiliates shall be subject to the prior written approval of
Lender.

     Section 10.18 Waiver of Marshalling of Assets.

     To the fullest extent permitted by law, Borrower, for itself and its
successors and assigns, waives all rights to a marshalling of the assets of
Borrower, Borrower's partners and others with interests in Borrower, and of the
Property, and agrees not to assert any right under any laws pertaining to the
marshalling of assets, the sale in inverse order of alienation, homestead
exemption, the administration of estates of decedents, or any other matters
whatsoever to defeat, reduce or affect the right of Lender under the Loan
Documents to a sale of the Property for the collection of the Debt without any
prior or different resort for collection or of the right of Lender to the
payment of the Debt out of the net proceeds of the Property in preference to
every other claimant whatsoever.

     Section 10.19 Waiver of Counterclaim.

     Borrower hereby waives the right to assert a counterclaim, other than a
compulsory counterclaim, in any action or proceeding brought against it by
Lender or its agents.

     Section 10.20 Conflict; Construction of Documents; Reliance.

     In the event of any conflict between the provisions of this Loan Agreement
and any of the other Loan Documents, the provisions of this Loan Agreement shall
control. The parties hereto acknowledge that they were represented by competent
counsel in connection with the negotiation, drafting and execution of the Loan
Documents and that such Loan Documents shall not be subject to the principle of
construing their meaning against the party which drafted same. Borrower
acknowledges that, with respect to the Loan, Borrower shall rely solely on its
own judgment and advisors in entering into the Loan without relying in any
manner on any statements, representations or recommendations of Lender or any
parent, subsidiary or Affiliate of Lender. Lender shall not be subject to any
limitation whatsoever in the exercise of any rights or remedies available to it
under any of the Loan Documents or any other agreements or instruments which
govern the Loan by virtue of the ownership by it or any parent, subsidiary or
Affiliate of Lender of any equity interest any of them may acquire in Borrower,
and Borrower hereby irrevocably waives the right to raise any defense or take
any action on the basis of the foregoing with respect to Lender's exercise of
any such rights or remedies. Borrower acknowledges that Lender engages in the
business of real estate financings and other real estate transactions and
investments which may be viewed as adverse to or competitive with the business
of Borrower or its Affiliates.


                                       80


     Section 10.21 Brokers and Financial Advisors.

     Borrower hereby represents that it has dealt with no financial advisors,
brokers, underwriters, placement agents, agents or finders in connection with
the Loan transaction contemplated by this Agreement. Borrower hereby agrees to
indemnify, defend and hold Lender harmless from and against any and all claims,
liabilities, costs and expenses of any kind (including Lender's attorneys' fees
and expenses) in any way relating to or arising from a claim by any Person that
such Person acted on behalf of Borrower or Lender in connection with the Loan
transaction contemplated herein. The provisions of this Section 10.21 shall
survive the expiration and termination of this Agreement and the payment of the
Debt.

     Section 10.22 Prior Agreements.

     This Agreement and the other Loan Documents contain the entire agreement of
the parties hereto and thereto in respect of the transactions contemplated
hereby and thereby, and all prior agreements among or between such parties,
whether oral or written, between Borrower and Lender are superseded by the terms
of this Agreement and the other Loan Documents.

     Section 10.23 Mezzanine Loan Option.

     Lender shall have the right at any time to divide the Loan into two parts
(the "Mezzanine Option"): a mortgage loan (the "Mortgage Loan") and a mezzanine
loan (the "Mezzanine Loan"). The principal amount of the Mortgage Loan plus the
principal amount of the Mezzanine Loan shall equal the outstanding principal
balance of the Loan immediately prior to the creation of the Mortgage Loan and
the Mezzanine Loan. In effectuating the foregoing, Mezzanine Lender will make a
loan to Mezzanine Borrower (as hereinafter defined); Mezzanine Borrower will
contribute the amount of the Mezzanine Loan to Borrower (in its capacity as
Borrower under the Mortgage Loan, "Mortgage Borrower") and Mortgage Borrower
will apply the contribution to pay down the Loan to its Mortgage Loan amount.
The Mortgage Loan and the Mezzanine Loan will be on the same terms and subject
to the same conditions set forth in this Agreement, the Note, the Mortgage and
the other Loan Documents except as follows:

          (a) Lender (in its capacity as the lender under the Mortgage Loan, the
     "Mortgage Lender") shall have the right to establish different interest
     rates and debt service payments for the Mortgage Loan and the Mezzanine
     Loan and to require the payment of the Mortgage Loan and the Mezzanine Loan
     in such order of priority as may be designated by Lender; provided, that
     (i) the total loan amounts for the Mortgage Loan and the Mezzanine Loan
     shall equal the amount of the Loan immediately prior to the creation of the
     Mortgage Loan and the Mezzanine Loan, (ii) the weighted average interest
     rate of the Mortgage Loan and the Mezzanine Loan shall on the date created
     equal the interest rate which was applicable to the Loan immediately prior
     to creation of a Mortgage Loan and a Mezzanine Loan and (iii) the debt
     service payments on the Mortgage Loan note and the Mezzanine Loan note
     shall on the date created equal the debt service payment which was due
     under the Loan immediately prior to creation of a Mortgage Loan and a
     Mezzanine Loan.


                                       81


          (b) The borrower under the Mezzanine Loan ("Mezzanine Borrower") shall
     be a special purpose, bankruptcy remote entity pursuant to applicable
     Rating Agency criteria and shall own directly or indirectly one hundred
     percent (100%) of Mortgage Borrower. The security for the Mezzanine Loan
     shall be a pledge of one hundred percent (100%) of the direct and indirect
     ownership interests in Mortgage Borrower.

          (c) Mezzanine Borrower and Mortgage Borrower shall cooperate with all
     reasonable requests of Lender in order to convert the Loan into a Mortgage
     Loan and a Mezzanine Loan and shall execute and deliver such documents as
     shall reasonably be required by Lender and any Rating Agency in connection
     therewith, including, without limitation, the delivery of a
     Nonconsolidation Opinion and the modification of organizational documents
     and loan documents. In the event Mortgage Borrower and/or Mezzanine
     Borrower fail to execute and deliver such documents to Lender within five
     (5) Business Days following such request by Lender, Mortgage Borrower
     and/or Mezzanine Borrower, as applicable, hereby absolutely and irrevocably
     appoint Lender as their true and lawful attorney, coupled with an interest,
     in their name and stead to make and execute all documents necessary or
     desirable to effect such transactions, Mortgage Borrower and/or Mezzanine
     Borrower, as applicable, ratifying all that such attorney shall do by
     virtue thereof. Lender shall pay all costs and expenses in connection with
     the creation of the Mortgage Loan and the Mezzanine Loan and all
     requirements relating thereto.


     It shall be an Event of Default under this Agreement, the Note, the
Mortgage and the other Loan Documents if Borrower or Mezzanine Borrower fails to
comply with any of the terms, covenants or conditions of this Section 10.23
after expiration of ten (10) Business Days after notice thereof.

     XI. CASH MANAGEMENT

     Section 11.1 Establishment of Accounts.

     (a) Borrower shall, simultaneously herewith, (i) establish an account (the
"Clearing Account") with Clearing Account Bank into which Borrower shall
deposit, or cause to be deposited, all Gross Income from Operations, and (ii)
execute an agreement with Lender and the Clearing Account Bank providing for the
control of the Clearing Account.

     (b) Upon the occurrence of a Triggering Event, Lender on behalf of
Borrower, or Borrower after instruction from Lender, shall (i) establish an
account with the Deposit Account Bank (the "Deposit Account"), into which Lender
or Borrower shall deposit or cause to be deposited all sums on deposit in the
Clearing Account, in accordance with Section 11.2 hereof, and (ii) execute an
agreement with Lender and the Deposit Account Bank providing for the control of
the Deposit Account.

     Section 11.2 Deposits To and Disbursements from the Clearing Account.

     (a) Borrower represents, warrants and covenants that (i) Borrower shall, or
shall cause Manager to, immediately deposit all Gross Income from Operations
into the Clearing Account, (ii) Borrower shall send a notice, substantially in


                                       82


the form of Schedule IV, to all tenants now or hereafter occupying space at the
Property directing them to pay all Rents (including, without limitation, all
Lease Termination Payments) and other sums due under the Lease to which they are
a party directly into the Clearing Account, (iii) other than the Clearing
Account, there shall be no other accounts maintained by Borrower or any other
Person into which revenues from the ownership and operation of the Property are
deposited, and (iv) neither Borrower nor any other Person shall open any other
such account with respect to the deposit of income in connection with the
Property. Until deposited into the Clearing Account, any Gross Income from
Operations from the Property held by Borrower shall be deemed to be Collateral
and shall be held in trust by it for the benefit, and as the property, of Lender
and shall not be commingled with any other funds or property of Borrower.

     (b) Lender shall authorize and instruct the Clearing Account Bank to
disburse all final and collected funds on deposit in the Clearing Account as
follows: (i) prior to the provision by Lender of a written notice to the
Clearing Account Bank that a Triggering Event has occurred (a "Sweep Notice") or
if a Sweep Notice has been previously issued, after the receipt of written
notice from Lender that a Triggering Event Termination has occurred, all funds
shall be disbursed on each Business Day via ACH System, if available, or
otherwise by wire transfer, to an account to be designated in writing by
Borrower to the Clearing Account Bank or as otherwise designated by Borrower to
the Bank from time to time; and (ii) upon receipt of a Sweep Notice, all funds
shall be disbursed via ACH System, if available, or otherwise by wire transfer,
to an account to be designated in writing by Lender to the Clearing Account Bank
(in each case without notifying, or obtaining the consent of, Borrower). Within
five (5) Business Days of Borrower's request following the occurrence of a
Triggering Event Termination, Lender shall deliver written notice to the
Clearing Account Bank to comply with all instructions of Borrower pertaining to
the Clearing Account, and following the provision of such notice to the Clearing
Account Bank, and until a subsequent Triggering Event shall occur, the
provisions of clause (i) of the first sentence of this Section shall apply.

     (c) Lender may, at any time after delivery of a Sweep Notice, withdraw all
funds on deposit in the Clearing Account and deposit such sums into the Deposit
Account.

     Section 11.3 Transfer To and Disbursements from the Deposit Account.

     (a) Following the occurrence of a Triggering Event, Lender shall apply all
funds on deposit in the Deposit Account on each Payment Date (or, if any such
date is not a Business Day, then on the Business Day preceding such date).

     (b) Lender shall disburse the funds in the Deposit Account in the following
order of priority:

          (i) First, funds sufficient to pay the amounts due and payable on such
     Payment Date pursuant to Section 7.2 shall be deposited into the Tax and
     Insurance Escrow Fund;

          (ii) Second, funds sufficient to pay the Monthly Debt Service Payment
     Amount due on such Payment Date shall be paid to Lender.


                                       83


          (iii) Third, funds sufficient to pay the Replacement Reserve Monthly
     Deposit due on such Payment Date shall be deposited in the Replacement
     Reserve Account;

          (iv) Fourth, funds sufficient to pay the Rollover Reserve Monthly
     Deposit due on such Payment Date shall be deposited in the Rollover Reserve
     Account;

          (v) Fifth, funds sufficient to pay any interest accruing at the
     Default Rate, and late payment charges, if any, shall be paid to Lender;

          (vi) Sixth, to the payment of Deposit Account Bank for fees and
     expenses incurred in connection with this Agreement and the accounts
     established hereunder;

          (vii) Seventh, provided no Event of Default shall have occurred and be
     continuing all amounts remaining in the Deposit Account after deposits for
     items (i) through (vi) for the current month and all prior months shall be
     disbursed to Borrower; provided, however, during such times as the Debt
     Service Coverage Ratio shall fall below 1.20:1.00 (and until such time as
     the Debt Service Coverage Ratio shall have been restored above 1.20:1.00
     for two (2) consecutive calendar quarters), all such remaining amounts
     shall be disbursed to Borrower solely for the purpose of paying all costs
     and expenses, calculated on a Cash basis, required to be paid during such
     month by or on behalf of Borrower in connection with the ownership and
     operation of the Property in accordance with the Annual Budget.

     Section 11.4 Account Name.

     The Clearing Account shall be in the name of Borrower. All other Accounts
shall be in the name designated by Lender.

     Section 11.5 Eligible Accounts.

     Borrower shall, and Borrower shall cause Clearing Account Bank and Deposit
Account Bank to maintain each Account as an Eligible Account, to the extent any
such Account has been established by Borrower.

     Section 11.6 Permitted Investments.

     Sums on deposit in any Account other than the Clearing Account or Deposit
Account may be invested in Permitted Investments provided (i) such investments
are then regularly offered by Deposit Bank for accounts of this size, category
and type, (ii) such investments are permitted by Applicable Law, (iii) the
maturity date of the Permitted Investment is not later than the date on which
sums in the applicable Account are anticipated by Lender to be required for
payment of an obligation for which such Account was created, and (iv) no Event
of Default shall have occurred and be continuing. All income earned from
Permitted Investments shall be the property of Borrower. Borrower hereby
irrevocably authorizes and directs Deposit Bank, to hold any income earned from
Permitted Investments as part of the Accounts. Borrower shall be responsible for
payment of any federal, State or local income or other tax applicable to income
earned from Permitted Investments. No other investments of the sums on deposit


                                       84


in the Accounts shall be permitted except as set forth in this Section 11.6.
Lender shall not be liable for any loss sustained on the investment of any funds
constituting the Reserve Funds or of any funds deposited in the related
Accounts.

     Section 11.7 Sole Dominion and Control.

     Borrower acknowledges and agrees that the Clearing Account and Deposit
Account are subject to the sole dominion, control and discretion of Lender, its
authorized agents or designees, including Clearing Account Bank and Deposit
Account Bank, subject to the terms hereof, including, without limitation, the
provisions of Section 11.2 hereof; and Borrower shall have no right of
withdrawal with respect to any such account except with the prior written
consent of Lender or as otherwise provided herein.

     Section 11.8 Security Interest.

     Borrower hereby grants to Lender a first priority security interest in each
of the Accounts and the Account Collateral as additional security for the Debt.

     Section 11.9 Rights on Default.

     Notwithstanding anything to the contrary in this Article 11, upon the
occurrence of an Event of Default, Lender shall promptly notify Clearing Account
Bank and Deposit Account Bank in writing of such Event of Default and, without
notice from Clearing Account Bank, Deposit Account Bank or Lender, (a) Borrower
shall have no further right in respect of (including, without limitation, the
right to instruct Deposit Account Bank or Clearing Account Bank to transfer
from) the Accounts, (b) Lender may direct Deposit Account Bank to liquidate and
transfer any amounts then invested in Permitted Investments to the Accounts or
reinvest such amounts in other Permitted Investments as Lender may reasonably
determine is necessary to perfect or protect any security interest granted or
purported to be granted hereby or pursuant to the other Loan Documents or to
enable Deposit Account Bank, as agent for Lender, or Lender to exercise and
enforce Lender's rights and remedies hereunder or under any other Loan Document
with respect to any Account or any Account Collateral, and (C) Lender shall have
all rights and remedies with respect to the Accounts and the amounts on deposit
therein and the Account Collateral as described in this Agreement and in the
Mortgage, in addition to all of the rights and remedies available to a secured
party under the UCC, and, notwithstanding anything to the contrary contained in
this Agreement or in the Mortgage, Lender may apply any or all amounts on
deposit in the Accounts as Lender determines in its sole discretion including,
but not limited to, to the payment of the Debt in such order of priority as
Lender shall determine.

     Section 11.10 Financing Statement; Further Assurances.

     Borrower hereby authorizes Lender to file, and upon Lender's request shall
execute and deliver to Lender for filing a financing statement or statements
under the UCC in connection with any of the Accounts and the Account Collateral
with respect thereto in the form required to properly perfect Lender's security


                                       85


interest therein. Borrower agrees that at any time and from time to time, at the
expense of Borrower, Borrower will promptly execute and deliver all further
instruments and documents, and take all further action, that may be necessary or
desirable, or that Lender may request, in order to perfect and protect any
security interest granted or purported to be granted hereby (including, without
limitation, any security interest in and to any Permitted Investments) or to
enable Deposit Account Bank or Lender to exercise and enforce its rights and
remedies hereunder with respect to any Account or Account Collateral.

     Section 11.11 Borrower's Obligation Not Affected.

     The insufficiency of funds on deposit in the Accounts shall not absolve
Borrower of the obligation to make any payments, as and when due pursuant to
this Agreement and the other Loan Documents, and such obligations shall be
separate and independent, and not conditioned on any event or circumstance
whatsoever.

     Section 11.12 Payments Received in the Deposit Account.

     Notwithstanding anything to the contrary contained in this Agreement or the
other Loan Documents, and provided no Event of Default has occurred and is
continuing, Borrower's obligations with respect to the monthly payment of
principal and interest and amounts due for the Reserve Funds shall be deemed
satisfied to the extent sufficient amounts are deposited in the Deposit Account
to satisfy such obligations on the dates each such payment is required,
regardless of whether any of such amounts are so applied by Lender.


                         [NO FURTHER TEXT ON THIS PAGE]



                                       86


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


                             BORROWER:

                             RVM GLIMCHER, LLC,
                             a Delaware limited liability company

                             By: Glimcher Properties Limited Partnership,
                                 a Delaware limited partnership
                                 its sole equity member

                                 By: Glimcher Properties Corporation,
                                     a Delaware corporation
                                     its sole general partner


                                     By: /s/ George A. Schmidt
                                         -------------------------
                                         George A. Schmidt
                                         Executive Vice president


                             LENDER:

                             LEHMAN BROTHERS BANK FSB, a federal
                             stock savings bank,

                             By: /s/ Charlene Thomas
                                 -----------------------
                                 Print Name: Charlene Thomas
                                 Title: Vice President



                                   SCHEDULE I
                                   ----------

                                    RENT ROLL





                                   SCHEDULE II
                                   -----------

                                Required Repairs



ADA Compliance
- --------------

1. Parking: Signage indicating accessible parking spaces (Office Max parking
area)

2. Restrooms: Modify existing lavatory faucets to paddle type faucets (public
restrooms in mall)

Amount Deposit with Lender: $1,350.00




                                  SCHEDULE III
                                  ------------

                              FINANCIAL STATEMENTS






                                   SCHEDULE IV
                                   -----------



                         Form of Tenant Direction Letter
                         -------------------------------

                              [BORROWER LETTERHEAD]



                               December ___, 2005

VIA CERTIFIED MAIL - RETURN RECEIPT REQUESTED
- ---------------------------------------------

[Tenants under Leases]

        Re:  DBA Name
             River Valley Mall
             Lancaster, Ohio (the "Property")

Dear Tenant:

     Please be advised that effective as of the date of this Notice, in
connection with a refinancing of the mortgage on the above-referenced Property,
Glimcher River Valley Mall, LLC has transferred ownership of the Property to a
newly formed subsidiary, RVM GLIMCHER, LLC, and RVM GLIMCHER, LLC is now your
new landlord ("Landlord"). You are further advised that the Landlord, has
granted a mortgage in favor of LEHMAN BROTHERS BANK FSB, a federal stock savings
bank (together with its successors and assigns "Lender") on the above-referenced
Property in which you are a tenant. Pursuant to the mortgage, the Landlord has
granted a security interest in favor of Lender in the leases relating to the
Property and all rents, additional rent and all other monetary obligations to
landlord thereunder (collectively, "Rent"). The Landlord hereby irrevocably
instructs and authorizes you to disregard any and all previous notices sent to
you in connection with Rent and hereafter to deliver all Rent to the following
new address:

              RVM Glimcher, LLC
              c/o  [Bank Lockbox Address}


     All checks should be made out to "RVM Glimcher, LLC".

     These payment instructions cannot be withdrawn or modified without the
prior written consent of Lender or its agent ("Servicer"), or pursuant to a
joint written instruction from Borrower and Lender or the Servicer.




     You are hereby further advised that the Property will continue to be
managed by Glimcher Properties Limited Partnership, as property manager, and
Glimcher Development Corporation, as services provider. In accordance with the
terms of your lease, copies of all future notices to landlord should be sent to:

              RVM Glimcher, LLC
              c/o Glimcher Properties Limited Partnership
              150 East Gay Street
              Columbus, Ohio 43215
              Attention: General Counsel

     Also, in accordance with the provisions of your lease, please send an
updated Certificate of Insurance naming the Landlord (RVM Glimcher, LLC) as
Holder and additional insured; as well as naming the new mortgagee (Lehman
Brothers Bank, FSB, its successor and assigns, as their interest may appear) and
the property manager (Glimcher Properties Limited Partnership) as additional
insured parties. The Certificate of Insurance should be sent to Landlord,
Attention: Risk Management, at the address above with a copy also being sent to
the Property office at River Valley Mall 1635 River Valley Circle South,
Lancaster, OH 43130.

     Enclosed is a copy of an IRS W-9 form certifying the Federal Tax ID number
for RVM Glimcher, LLC, as well as a blank gross sales reporting form, with
instructions, for future use. Please forward these items to the appropriate
personnel of your company.

     If you have any questions or need any additional information, please feel
free to contact the management office at (614) 621-9000.


                        RVM GLIMCHER, LLC,
                        a Delaware limited liability company

                        By: Glimcher Properties Limited Partnership,
                            a Delaware limited partnership
                            its sole equity member

                            By: Glimcher Properties Corporation,
                                a Delaware corporation
                                its sole general partner


                                By: __________________________
                                    George A. Schmidt
                                    Executive Vice president





                        GLIMCHER RIVER VALLEY MALL, LLC,
                        a Delaware limited liability company

                        By: Glimcher Properties Limited Partnership,
                            a Delaware limited partnership
                            its sole equity member

                            By: Glimcher Properties Corporation,
                                a Delaware corporation
                                its sole general partner


                                By: __________________________
                                    George A. Schmidt
                                    Executive Vice president



Enclosures:

     (1)  Copy of IRS Form W-9

     (2)  Blank Gross Sales Reporting Form

EX-10.97

                                                                   Exhibit 10.97



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

                               RVM GLIMCHER, LLC,
               a Delaware limited liability company, as mortgagor
                                   (Borrower)
                                       to
                     LEHMAN BROTHERS BANK, FSB, as mortgagee
                                    (Lender)

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

                              OPEN-END MORTGAGE AND
                   SECURITY AGREEMENT IN THE MAXIMUM AMOUNT OF

                                 $50,000,000.00
                             (exclusive of interest)

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

                        Dated:      As of December 15, 2005
                        Location:   River Valley Mall
                                    Lancaster, Ohio

- --------------------------------------------------------------------------------
                   PREPARED BY AND UPON RECORDATION RETURN TO:
                         Stroock & Stroock & Lavan, LLP
                    200 South Biscayne Boulevard, Suite 3160
                              Miami, Florida 33131
                       Attention: Eugene P. Balshem, Esq.



                                Table of Contents
                                -----------------

                                                                            Page
                                                                            ----

Article 1 - GRANTS OF SECURITY.................................................2
     SECTION 1.1   PROPERTY MORTGAGED..........................................2
     SECTION 1.2   ASSIGNMENT OF RENTS.........................................4
     SECTION 1.3   SECURITY AGREEMENT..........................................5
     SECTION 1.4   FIXTURE FILING..............................................5
     SECTION 1.5   PLEDGES OF MONIES HELD......................................5

Article 2 - DEBT AND OBLIGATIONS SECURED.......................................6
     SECTION 2.1   DEBT........................................................6
     SECTION 2.2   OTHER OBLIGATIONS...........................................6
     SECTION 2.3   DEBT AND OTHER OBLIGATIONS..................................6

Article 3 - BORROWER COVENANTS.................................................6
     SECTION 3.1   PAYMENT OF DEBT.............................................7
     SECTION 3.2   INCORPORATION BY REFERENCE..................................7
     SECTION 3.3   INSURANCE...................................................7
     SECTION 3.4   MAINTENANCE OF PROPERTY.....................................7
     SECTION 3.5   WASTE.......................................................7
     SECTION 3.6   PAYMENT FOR LABOR AND MATERIALS.............................7
     SECTION 3.7   PERFORMANCE OF OTHER AGREEMENTS.............................8
     SECTION 3.8   CHANGE OF NAME, IDENTITY OR STRUCTURE.......................8

Article 4 - OBLIGATIONS AND RELIANCES..........................................8
     SECTION 4.1   RELATIONSHIP OF BORROWER AND LENDER.........................8
     SECTION 4.2   NO RELIANCE ON LENDER.......................................8
     SECTION 4.3   NO LENDER OBLIGATIONS.......................................8
     SECTION 4.4   RELIANCE....................................................9

Article 5 - FURTHER ASSURANCES.................................................9
     SECTION 5.1   RECORDING OF SECURITY INSTRUMENT, ETC.......................9
     SECTION 5.2   FURTHER ACTS, ETC...........................................9
     SECTION 5.3   CHANGES IN TAX, DEBT, CREDIT AND DOCUMENTARY STAMP LAWS....10
     SECTION 5.4   SPLITTING OF MORTGAGE......................................10
     SECTION 5.5   REPLACEMENT DOCUMENTS......................................11

Article 6 - DUE ON SALE/ENCUMBRANCE...........................................11
     SECTION 6.1   LENDER RELIANCE............................................11
     SECTION 6.2   NO SALE/ENCUMBRANCE........................................11

Article 7 - RIGHTS AND REMEDIES UPON DEFAULT..................................11
     SECTION 7.1   REMEDIES...................................................11
     SECTION 7.2   APPLICATION OF PROCEEDS....................................14
     SECTION 7.3   RIGHT TO CURE DEFAULTS.....................................14
     SECTION 7.4   ACTIONS AND PROCEEDINGS....................................15
     SECTION 7.5   RECOVERY OF SUMS REQUIRED TO BE PAID.......................15


                                        i


                                Table of Contents
                                -----------------

                                                                            Page
                                                                            ----

     SECTION 7.6   EXAMINATION OF BOOKS AND RECORDS...........................15
     SECTION 7.7   OTHER RIGHTS, ETC..........................................15
     SECTION 7.8   RIGHT TO RELEASE ANY PORTION OF THE PROPERTY...............16
     SECTION 7.9   VIOLATION OF LAWS..........................................16
     SECTION 7.10  RECOURSE AND CHOICE OF REMEDIES............................16
     SECTION 7.11  RIGHT OF ENTRY.............................................17

Article 8 - ENVIRONMENTAL HAZARDS.............................................17
     SECTION 8.1   ENVIRONMENTAL REPRESENTATIONS AND WARRANTIES...............17
     SECTION 8.2   ENVIRONMENTAL COVENANTS....................................19
     SECTION 8.3   LENDER'S RIGHTS............................................19

Article 9 - INDEMNIFICATION...................................................20
     SECTION 9.1   GENERAL INDEMNIFICATION....................................20
     SECTION 9.2   MORTGAGE AND/OR INTANGIBLE TAX.............................21
     SECTION 9.3   ERISA INDEMNIFICATION......................................21
     SECTION 9.4   ENVIRONMENTAL INDEMNIFICATION..............................21
     SECTION 9.5   DUTY TO DEFEND; ATTORNEYS' FEES AND OTHER FEES
                   AND EXPENSES...............................................22

Article 10 - WAIVERS..........................................................23
     SECTION 10.1  WAIVER OF COUNTERCLAIM.....................................23
     SECTION 10.2  MARSHALLING AND OTHER MATTERS..............................23
     SECTION 10.3  WAIVER OF NOTICE...........................................23
     SECTION 10.4  WAIVER OF STATUTE OF LIMITATIONS...........................23
     SECTION 10.5  SURVIVAL...................................................23

Article 11 - EXCULPATION......................................................24

Article 12 - NOTICES..........................................................24

Article 13 - APPLICABLE LAW...................................................24
     SECTION 13.1  GOVERNING LAW..............................................24
     SECTION 13.2  USURY LAWS.................................................26
     SECTION 13.3  PROVISIONS SUBJECT TO APPLICABLE LAW.......................26

Article 14 - DEFINITIONS......................................................26
     SECTION 14.1     ........................................................26

Article 15 - MISCELLANEOUS PROVISIONS.........................................26
     SECTION 15.1  NO ORAL CHANGE.............................................26
     SECTION 15.2  SUCCESSORS AND ASSIGNS.....................................27
     SECTION 15.3  INAPPLICABLE PROVISIONS....................................27
     SECTION 15.4  HEADINGS, ETC..............................................27
     SECTION 15.5  NUMBER AND GENDER..........................................27
     SECTION 15.6  SUBROGATION................................................27
     SECTION 15.7  ENTIRE AGREEMENT...........................................27


                                       ii


                                Table of Contents
                                -----------------

                                                                            Page
                                                                            ----

     SECTION 15.8  LIMITATION ON LENDER'S RESPONSIBILITY......................27

Article 16 - STATE-SPECIFIC PROVISIONS........................................28
     SECTION 16.1  PRINCIPALS OF CONSTRUCTION.................................28
     SECTION 16.2  OPEN-END MORTGAGE MAXIMUM PRINCIPAL AMOUNT.................28
     SECTION 16.3  OHIO REMEDIES..............................................28




                                       iii


                    OPEN-END MORTGAGE AND SECURITY AGREEMENT

     THIS OPEN-END MORTGAGE AND SECURITY AGREEMENT IN THE MAXIMUM AMOUNT OF
$8,575,000 (this "Security Instrument") is made as of this 15th day of December,
2005, RVM GLIMCHER, LLC, a Delaware limited liability company, having an address
at 150 East Gay Street, Columbus, Ohio 43215, as mortgagor ("Borrower") to
LEHMAN BROTHERS BANK, FSB, a federal stock savings bank, having an address at
1000 West Street, Suite 200, Wilmington, Delaware 19801, as mortgagee
("Lender").

                              W I T N E S S E T H:
                              - - - - - - - - - -

     WHEREAS, this Security Instrument is given to secure a loan (the "Loan") in
the principal sum of FIFTY MILLION AND 00/100 DOLLARS ($50,000,000.00) or so
much thereof as may be advanced pursuant to that certain Loan Agreement dated as
of the date hereof between Borrower and Lender (as the same may be amended,
restated, replaced, supplemented or otherwise modified from time to time, the
"Loan Agreement") and evidenced by that certain Promissory Note dated the date
hereof made by Borrower to Lender (such Note, together with all extensions,
renewals, replacements, restatements or modifications thereof being hereinafter
referred to as the "Note"); and

     WHEREAS, the maturity date of the Note is January 11, 2016; and

     WHEREAS, Borrower desires to secure the payment of the Debt (as defined in
the Loan Agreement) and the performance of all of its obligations under the
Note, the Loan Agreement and the other Loan Documents; and

     WHEREAS, this Security Instrument is given pursuant to the Loan Agreement,
and payment, fulfillment, and performance by Borrower of its obligations
thereunder and under the other Loan Documents are secured hereby, and each and
every term and provision of the Loan Agreement and the Note, including the
rights, remedies, obligations, covenants, conditions, agreements, indemnities,
representations and warranties of the parties therein, are hereby incorporated
by reference herein as though set forth in full and shall be considered a part
of this Security Instrument (the Loan Agreement, the Note, this Security
Instrument, that certain Assignment of Leases and Rents of even date herewith
made by Borrower in favor of Lender (the "Assignment of Leases") and all other
documents evidencing or securing the Debt are hereinafter referred to
collectively as the "Loan Documents").

     NOW THEREFORE, in consideration of the making of the Loan by Lender and the
covenants, agreements, representations and warranties set forth in this Security
Instrument:



                         Article 1 - GRANTS OF SECURITY

     SECTION 1.1 PROPERTY MORTGAGED. Borrower does hereby irrevocably mortgage,
grant, bargain, sell, pledge, assign, warrant, transfer and convey to Lender,
the following property, rights, interests and estates now owned, or hereafter
acquired by Borrower (collectively, the "Property"):

     (a) Land. The real property described in Exhibit A attached hereto and made
a part hereof (the "Land");

     (b) Additional Land. All additional lands, estates and development rights
hereafter acquired by Borrower for use in connection with the Land and the
development of the Land and all additional lands and estates therein which may,
from time to time, by supplemental mortgage or otherwise be expressly made
subject to the lien of this Security Instrument;

     (c) Improvements. The buildings, structures, fixtures, additions,
enlargements, extensions, modifications, repairs, replacements and improvements
now or hereafter erected or located on the Land (collectively, the
"Improvements");

     (d) Easements. All easements, rights-of-way or use, rights, strips and
gores of land, streets, ways, alleys, passages, sewer rights, water, water
courses, water rights and powers, air rights and development rights, and all
estates, rights, titles, interests, privileges, liberties, servitudes,
tenements, hereditaments and appurtenances of any nature whatsoever, in any way
now or hereafter belonging, relating or pertaining to the Land and the
Improvements and the reversion and reversions, remainder and remainders, and all
land lying in the bed of any street, road or avenue, opened or proposed, in
front of or adjoining the Land, to the center line thereof and all the estates,
rights, titles, interests, dower and rights of dower, curtesy and rights of
curtesy, property, possession, claim and demand whatsoever, both at law and in
equity, of Borrower of, in and to the Land and the Improvements and every part
and parcel thereof, with the appurtenances thereto;

     (e) Equipment. All "equipment," as such term is defined in Article 9 of the
Uniform Commercial Code, now owned or hereafter acquired by Borrower, which is
used at or in connection with the Improvements or the Land or is located thereon
or therein (including, but not limited to, all machinery, equipment,
furnishings, and electronic data-processing and other office equipment now owned
or hereafter acquired by Borrower and any and all additions, substitutions and
replacements of any of the foregoing), together with all attachments,
components, parts, equipment and accessories installed thereon or affixed
thereto (collectively, the "Equipment"). Notwithstanding the foregoing,
Equipment shall not include any property belonging to tenants under leases
except to the extent that Borrower shall have any right or interest therein;

     (f) Fixtures. All Equipment now owned, or the ownership of which is
hereafter acquired, by Borrower which is so related to the Land and Improvements
forming part of the Property that it is deemed fixtures or real property under
the law of the particular state in which the Equipment is located, including,
without limitation, all building or construction materials intended for
construction, reconstruction, alteration or repair of or installation on the



Property, construction equipment, appliances, machinery, plant equipment,
fittings, apparatuses, fixtures and other items now or hereafter attached to,
installed in or used in connection with (temporarily or permanently) any of the
Improvements or the Land, including, but not limited to, engines, devices for
the operation of pumps, pipes, plumbing, cleaning, call and sprinkler systems,
fire extinguishing apparatuses and equipment, heating, ventilating, plumbing,
laundry, incinerating, electrical, air conditioning and air cooling equipment
and systems, gas and electric machinery, appurtenances and equipment, pollution
control equipment, security systems, disposals, dishwashers, refrigerators and
ranges, recreational equipment and facilities of all kinds, and water, gas,
electrical, storm and sanitary sewer facilities, utility lines and equipment
(whether owned individually or jointly with others, and, if owned jointly, to
the extent of Borrower's interest therein) and all other utilities whether or
not situated in easements, all water tanks, water supply, water power sites,
fuel stations, fuel tanks, fuel supply, and all other structures, together with
all accessions, appurtenances, additions, replacements, betterments and
substitutions for any of the foregoing and the proceeds thereof (collectively,
the "Fixtures"). Notwithstanding the foregoing, "Fixtures" shall not include any
property which tenants are entitled to remove pursuant to leases except to the
extent that Borrower shall have any right or interest therein;

     (g) Personal Property. All furniture, furnishings, objects of art,
machinery, goods, tools, supplies, appliances, general intangibles, contract
rights, accounts, accounts receivable, franchises, licenses, certificates and
permits, and all other personal property of any kind or character whatsoever (as
defined in and subject to the provisions of the Uniform Commercial Code as
hereinafter defined), other than Fixtures, which are now or hereafter owned by
Borrower and which are located within or about the Land and the Improvements,
together with all accessories, replacements and substitutions thereto or
therefor and the proceeds thereof (collectively, the "Personal Property"), and
the right, title and interest of Borrower in and to any of the Personal Property
which may be subject to any security interests, as defined in the Uniform
Commercial Code, as adopted and enacted by the state or states where any of the
Property is located (the "Uniform Commercial Code"), superior in lien to the
lien of this Security Instrument and all proceeds and products of the above;

     (h) Leases and Rents. All leases and other agreements affecting the use,
enjoyment or occupancy of the Land and the Improvements heretofore or hereafter
entered into, whether before or after the filing by or against Borrower of any
petition for relief under 11 U.S.C. ss.101 et seq., as the same may be amended
from time to time (the "Bankruptcy Code") (collectively, the "Leases") and all
right, title and interest of Borrower, its successors and assigns therein and
thereunder, including, without limitation, cash or securities deposited
thereunder to secure the performance by the lessees of their obligations
thereunder and all rents, additional rents, revenues, issues and profits
(including all oil and gas or other mineral royalties and bonuses) from the Land
and the Improvements whether paid or accruing before or after the filing by or
against Borrower of any petition for relief under the Bankruptcy Code
(collectively, the "Rents") and all proceeds from the sale or other disposition
of the Leases and the right to receive and apply the Rents to the payment of the
Debt;

     (i) Condemnation Awards. All awards or payments, including interest
thereon, which may heretofore and hereafter be made with respect to the
Property, whether from the exercise of the right of eminent domain (including
but not limited to any transfer made in lieu of or in anticipation of the



exercise of the right), or for a change of grade, or for any other injury to or
decrease in the value of the Property;

     (j) Insurance Proceeds. All proceeds in respect of the Property under any
insurance policies covering the Property, including, without limitation, the
right to receive and apply the proceeds of any insurance, judgments, or
settlements made in lieu thereof, for damage to the Property;

     (k) Tax Certiorari. All refunds, rebates or credits in connection with
reduction in real estate taxes and assessments charged against the Property as a
result of tax certiorari or any applications or proceedings for reduction;

     (l) Conversion. All proceeds of the conversion, voluntary or involuntary,
of any of the foregoing including, without limitation, proceeds of insurance and
condemnation awards, into cash or liquidation claims;

     (m) Rights. The right, in the name and on behalf of Borrower, to appear in
and defend any action or proceeding brought with respect to the Property and to
commence any action or proceeding to protect the interest of Lender in the
Property;

     (n) Agreements. All agreements, contracts, certificates, instruments,
franchises, permits, licenses, plans, specifications and other documents, now or
hereafter entered into, and all rights therein and thereto, respecting or
pertaining to the use, occupation, construction, management or operation of the
Land and any part thereof and any Improvements or respecting any business or
activity conducted on the Land and any part thereof and all right, title and
interest of Borrower therein and thereunder, including, without limitation, the
right, upon the happening of any default hereunder, to receive and collect any
sums payable to Borrower thereunder;

     (o) Trademarks. All tradenames, trademarks, servicemarks, logos,
copyrights, goodwill, books and records and all other general intangibles
relating to or used in connection with the operation of the Property;

     (p) Other Rights. Any and all other rights of Borrower in and to the items
set forth in Subsections (a) through (o) above.

AND without limiting any of the other provisions of this Security Instrument, to
the extent permitted by applicable law, Borrower expressly grants to Lender, as
secured party, a security interest in the portion of the Property which is or
may be subject to the provisions of the Uniform Commercial Code which are
applicable to secured transactions; it being understood and agreed that the
Improvements and Fixtures are part and parcel of the Land (the Land, the
Improvements and the Fixtures collectively referred to as the "Real Property")
appropriated to the use thereof and, whether affixed or annexed to the Real
Property or not, shall for the purposes of this Security Instrument be deemed
conclusively to be real estate and conveyed hereby.

     SECTION 1.2 ASSIGNMENT OF RENTS. Borrower hereby absolutely and
unconditionally assigns to Lender all of Borrower's right, title and interest in
and to all current and future Leases and Rents; it being intended by Borrower
that this assignment constitutes a present, absolute assignment and not an



assignment for additional security only. Nevertheless, subject to the terms of
the Assignment of Leases and Section 7.1(h) of this Security Instrument, Lender
grants to Borrower a revocable license to collect, receive, use and enjoy the
Rents. Borrower shall hold the Rents, or a portion thereof sufficient to
discharge all current sums due on the Debt, for use in the payment of such sums.

     SECTION 1.3 SECURITY AGREEMENT. This Security Instrument is both a real
property mortgage and a "security agreement" within the meaning of the Uniform
Commercial Code. The Property includes both real and personal property and all
other rights and interests, whether tangible or intangible in nature, of
Borrower in the Property. By executing and delivering this Security Instrument,
Borrower hereby grants to Lender, as security for the Obligations (hereinafter
defined), a security interest in the Fixtures, the Equipment and the Personal
Property to the full extent that the Fixtures, the Equipment and the Personal
Property may be subject to the Uniform Commercial Code (said portion of the
Property so subject to the Uniform Commercial Code being called the
"Collateral"). If an Event of Default shall occur and be continuing, Lender, in
addition to any other rights and remedies which it may have, shall have and may
exercise immediately and without demand, any and all rights and remedies granted
to a secured party upon default under the Uniform Commercial Code, including,
without limiting the generality of the foregoing, the right to take possession
of the Collateral or any part thereof, and to take such other measures as Lender
may deem necessary for the care, protection and preservation of the Collateral.
Upon request or demand of Lender after the occurrence and during the continuance
of an Event of Default, Borrower shall, at its expense, assemble the Collateral
and make it available to Lender at a convenient place (at the Land if tangible
property) reasonably acceptable to Lender. Borrower shall pay to Lender on
demand any and all expenses, including reasonable legal expenses and attorneys'
fees, incurred or paid by Lender in protecting its interest in the Collateral
and in enforcing its rights hereunder with respect to the Collateral after the
occurrence and during the continuance of an Event of Default. Any notice of
sale, disposition or other intended action by Lender with respect to the
Collateral sent to Borrower in accordance with the provisions hereof at least
ten (10) business days prior to such action, shall, except as otherwise provided
by applicable law, constitute reasonable notice to Borrower. The proceeds of any
disposition of the Collateral, or any part thereof, may, except as otherwise
required by applicable law, be applied by Lender to the payment of the Debt in
such priority and proportions as Lender in its discretion shall deem proper.
Borrower's (Debtor's) principal place of business is as set forth on page one
hereof and the address of Lender (Secured Party) is as set forth on page one
hereof.

     SECTION 1.4 FIXTURE FILING. Certain of the Property is or will become
"fixtures" (as that term is defined in the Uniform Commercial Code) on the Land,
described or referred to in this Security Instrument, and this Security
Instrument, upon being filed for record in the real estate records of the city
or county wherein such fixtures are situated, shall operate also as a financing
statement naming Borrower as the Debtor and Lender as the Secured Party filed as
a fixture filing in accordance with the applicable provisions of said Uniform
Commercial Code upon such of the Property that is or may become fixtures.

     SECTION 1.5 PLEDGES OF MONIES HELD. Borrower hereby pledges to Lender any
and all monies now or hereafter held by Lender or on behalf of Lender,
including, without limitation, any sums deposited in the Accounts, the Reserve
Funds and Net Proceeds, as additional security for the Obligations until
expended or applied as provided in this Security Instrument.



                               CONDITIONS TO GRANT

     TO HAVE AND TO HOLD the above granted and described Property unto and to
the use and benefit of Lender and its successors and assigns, forever;

     PROVIDED, HOWEVER, these presents are upon the express condition that, if
Borrower shall well and truly pay to Lender the Debt at the time and in the
manner provided in the Note, the Loan Agreement and this Security Instrument,
shall well and truly perform the Other Obligations as set forth in this Security
Instrument and shall well and truly abide by and comply with each and every
covenant and condition set forth herein and in the Note, the Loan Agreement and
the other Loan Documents, these presents and the estate hereby granted shall
cease, terminate and be void; provided, however, that Borrower's obligation to
indemnify and hold harmless Lender pursuant to the provisions hereof shall
survive any such payment or release.

                    Article 2 - DEBT AND OBLIGATIONS SECURED

     SECTION 2.1 DEBT. This Security Instrument and the grants, assignments and
transfers made in Article 1 are given for the purpose of securing the Debt which
by its definition (as set forth in Loan Agreement) includes, but is not limited
to, the obligations of Borrower to pay to Lender the principal and interest
owing pursuant to the terms and conditions of the Note.

     SECTION 2.2 OTHER OBLIGATIONS. This Security Instrument and the grants,
assignments and transfers made in Article 1 are also given for the purpose of
securing the following (the "Other Obligations"):

     (a) the performance of all other obligations of Borrower contained herein;

     (b) the performance of each obligation of Borrower contained in the Loan
Agreement and any other Loan Document; and

     (c) the performance of each obligation of Borrower contained in any
renewal, extension, amendment, modification, consolidation, change of, or
substitution or replacement for, all or any part of the Note, the Loan Agreement
or any other Loan Document.

     (d) A copy of each of the Loan Documents is available for review during
regular business hours at the office of Lender at the address first set forth
above.

     SECTION 2.3 DEBT AND OTHER OBLIGATIONS. Borrower's obligations for the
payment of the Debt and the performance of the Other Obligations may sometimes
be referred to collectively herein as the "Obligations."

                         Article 3 - BORROWER COVENANTS

     Borrower covenants and agrees that:



     SECTION 3.1 PAYMENT OF DEBT. Borrower will pay the Debt at the time and in
the manner provided in the Loan Agreement, the Note and this Security
Instrument.

     SECTION 3.2 INCORPORATION BY REFERENCE. All the covenants, conditions and
agreements contained in (a) the Loan Agreement, (b) the Note and (c) all and any
of the other Loan Documents, are hereby made a part of this Security Instrument
to the same extent and with the same force as if fully set forth herein as
permitted by Ohio Revised Code Section 5301.233.

     SECTION 3.3 INSURANCE. Borrower shall obtain and maintain, or cause to be
maintained, in full force and effect at all times insurance with respect to
Borrower and the Property as required pursuant to the Loan Agreement.

     SECTION 3.4 MAINTENANCE OF PROPERTY. (a) Borrower shall cause the Property
to be maintained in a good and safe condition and repair. The Improvements, the
Fixtures, the Equipment and the Personal Property shall not be removed,
demolished or materially altered (except for normal replacement of the Fixtures,
the Equipment or the Personal Property, tenant finish and refurbishment of the
Improvements) without the consent of Lender. Borrower shall promptly repair,
replace or rebuild any part of the Property which may be destroyed by any
casualty, or become damaged, worn or dilapidated and shall complete and pay for
any structure at any time in the process of construction or repair on the Land.

     SECTION 3.5 WASTE. Borrower shall not commit or suffer any waste of the
Property or make any change in the use of the Property which will in any way
materially increase the risk of fire or other hazard arising out of the
operation of the Property, or take any action that might invalidate or allow the
cancellation of any Policy, or do or permit to be done thereon anything that may
in any way materially impair the value of the Property or the security of this
Security Instrument. Borrower will not, without the prior written consent of
Lender, permit any drilling or exploration for or extraction, removal, or
production of any minerals from the surface or the subsurface of the Land,
regardless of the depth thereof or the method of mining or extraction thereof.

     SECTION 3.6 PAYMENT FOR LABOR AND MATERIALS. (a) Borrower will promptly pay
when due all bills and costs for labor, materials, and specifically fabricated
materials ("Labor and Material Costs") incurred in connection with the Property
and never permit to exist beyond the due date thereof in respect of the Property
or any part thereof any lien or security interest, even though inferior to the
liens and the security interests hereof, and in any event never permit to be
created or exist in respect of the Property or any part thereof any other or
additional lien or security interest other than the liens or security interests
hereof except for the Permitted Encumbrances.

     (b) After prior written notice to Lender, Borrower, at its own expense, may
contest by appropriate legal proceeding, promptly initiated and conducted in
good faith and with due diligence, the amount or validity or application in
whole or in part of any of the Labor and Material Costs, provided that (i) no
Event of Default has occurred and is continuing under the Loan Agreement, the
Note, this Security Instrument or any of the other Loan Documents, (ii) Borrower
is permitted to do so under the provisions of any other mortgage, deed of trust
or deed to secure debt affecting the Property, (iii) such proceeding shall
suspend the collection of the Labor and Material Costs from Borrower and from



the Property or Borrower shall have paid all of the Labor and Material Costs
under protest, (iv) such proceeding shall be permitted under and be conducted in
accordance with the provisions of any other instrument to which Borrower is
subject and shall not constitute a default thereunder, (v) neither the Property
nor any part thereof or interest therein will be in danger of being sold,
forfeited, terminated, canceled or lost, and (vi) Borrower shall have furnished
the security as may be required in the proceeding, or as may be reasonably
requested by Lender to insure the payment of any contested Labor and Material
Costs, together with all interest and penalties thereon.

     SECTION 3.7 PERFORMANCE OF OTHER AGREEMENTS. Borrower shall observe and
perform each and every term, covenant and provision to be observed or performed
by Borrower pursuant to the Loan Agreement, any other Loan Document and any
other agreement or recorded instrument affecting or pertaining to the Property
and any amendments, modifications or changes thereto.

     SECTION 3.8 CHANGE OF NAME, IDENTITY OR STRUCTURE. Borrower shall not
change Borrower's name, identity (including its trade name or names) or, if not
an individual, Borrower's corporate, partnership or other structure without
notifying Lender of such change in writing at least thirty (30) days prior to
the effective date of such change and, in the case of a change in Borrower's
structure, without first obtaining the prior written consent of Lender. Borrower
shall execute and deliver to Lender, prior to or contemporaneously with the
effective date of any such change, any financing statement or financing
statement change required by Lender to establish or maintain the validity,
perfection and priority of the security interest granted herein. At the request
of Lender, Borrower shall execute a certificate in form satisfactory to Lender
listing the trade names under which Borrower intends to operate the Property,
and representing and warranting that Borrower does business under no other trade
name with respect to the Property.

                      Article 4 - OBLIGATIONS AND RELIANCES

     SECTION 4.1 RELATIONSHIP OF BORROWER AND LENDER. The relationship between
Borrower and Lender is solely that of debtor and creditor, and Lender has no
fiduciary or other special relationship with Borrower, and no term or condition
of any of the Loan Agreement, the Note, this Security Instrument and the other
Loan Documents shall be construed so as to deem the relationship between
Borrower and Lender to be other than that of debtor and creditor.

     SECTION 4.2 NO RELIANCE ON LENDER. The general partners, members,
principals and (if Borrower is a trust) beneficial owners of Borrower are
experienced in the ownership and operation of properties similar to the
Property, and Borrower and Lender are relying solely upon such expertise and
business plan in connection with the ownership and operation of the Property.
Borrower is not relying on Lender's expertise, business acumen or advice in
connection with the Property.

     SECTION 4.3 NO LENDER OBLIGATIONS. (a) Notwithstanding the provisions of
Subsections 1.1(h) and (n) or Section 1.2, Lender is not undertaking the
performance of (i) any obligations under the Leases; or (ii) any obligations



with respect to such agreements, contracts, certificates, instruments,
franchises, permits, trademarks, licenses and other documents.

     (a) By accepting or approving anything required to be observed, performed
or fulfilled or to be given to Lender pursuant to this Security Instrument, the
Loan Agreement, the Note or the other Loan Documents, including, without
limitation, any officer's certificate, balance sheet, statement of profit and
loss or other financial statement, survey, appraisal, or insurance policy,
Lender shall not be deemed to have warranted, consented to, or affirmed the
sufficiency, the legality or effectiveness of same, and such acceptance or
approval thereof shall not constitute any warranty or affirmation with respect
thereto by Lender.

     SECTION 4.4 RELIANCE. Borrower recognizes and acknowledges that in
accepting the Loan Agreement, the Note, this Security Instrument and the other
Loan Documents, Lender is expressly and primarily relying on the truth and
accuracy of the warranties and representations set forth in Section 4.1 of the
Loan Agreement without any obligation to investigate the Property and
notwithstanding any investigation of the Property by Lender; that such reliance
existed on the part of Lender prior to the date hereof, that the warranties and
representations are a material inducement to Lender in making the Loan; and that
Lender would not be willing to make the Loan and accept this Security Instrument
in the absence of the warranties and representations as set forth in Section 4.1
of the Loan Agreement.

                         Article 5 - FURTHER ASSURANCES

     SECTION 5.1 RECORDING OF SECURITY INSTRUMENT, ETC. Borrower forthwith upon
the execution and delivery of this Security Instrument and thereafter, from time
to time, will cause this Security Instrument and any of the other Loan Documents
creating a lien or security interest or evidencing the lien hereof upon the
Property and each instrument of further assurance to be filed, registered or
recorded in such manner and in such places as may be required by any present or
future law in order to publish notice of and fully to protect and perfect the
lien or security interest hereof upon, and the interest of Lender in, the
Property. Borrower will pay all taxes, filing, registration or recording fees,
and all expenses incident to the preparation, execution, acknowledgment and/or
recording of the Note, this Security Instrument, the other Loan Documents, any
note, deed of trust or mortgage supplemental hereto, any security instrument
with respect to the Property and any instrument of further assurance, and any
modification or amendment of the foregoing documents, and all federal, state,
county and municipal taxes, duties, imposts, assessments and charges arising out
of or in connection with the execution and delivery of this Security Instrument,
any deed of trust or mortgage supplemental hereto, any security instrument with
respect to the Property or any instrument of further assurance, and any
modification or amendment of the foregoing documents, except where prohibited by
law so to do.

     SECTION 5.2 FURTHER ACTS, ETC. Borrower will, at the cost of Borrower, and
without expense to Lender, do, execute, acknowledge and deliver all and every
such further acts, deeds, conveyances, deeds of trust, assignments, notices of
assignments, transfers and assurances as Lender shall, from time to time,
reasonably require, for the better assuring, conveying, assigning, transferring,
and confirming unto Lender the property and rights hereby deeded, granted,
bargained, sold, conveyed, confirmed, pledged, assigned, warranted and
transferred or intended now or hereafter so to be, or which Borrower may be or



may hereafter become bound to convey or assign to Lender, or for carrying out
the intention or facilitating the performance of the terms of this Security
Instrument or for filing, registering or recording this Security Instrument, or
for complying with all Legal Requirements. Borrower, on demand, will execute and
deliver, and in the event it shall fail to so execute and deliver, hereby
authorizes Lender to execute in the name of Borrower or without the signature of
Borrower to the extent Lender may lawfully do so, one or more financing
statements to evidence more effectively the security interest of Lender in the
Property. Borrower grants to Lender an irrevocable power of attorney coupled
with an interest for the purpose of exercising and perfecting any and all rights
and remedies available to Lender at law and in equity, including without
limitation such rights and remedies available to Lender pursuant to this Section
5.2. Nothing contained in this Section 5.2 shall be deemed to create an
obligation on the part of Borrower to pay any costs and expenses incurred by
Lender in connection with the Securitization or other sale or transfer of the
Loan.

     SECTION 5.3 CHANGES IN TAX, DEBT, CREDIT AND DOCUMENTARY STAMP LAWS. (a) If
any law is enacted or adopted or amended after the date of this Security
Instrument which deducts the Debt from the value of the Property for the purpose
of taxation or which imposes a tax, either directly or indirectly, on the Debt
or Lender's interest in the Property, Borrower will pay the tax, with interest
and penalties thereon, if any. If Lender is advised by counsel chosen by it that
the payment of tax by Borrower would be unlawful or taxable to Lender or
unenforceable or provide the basis for a defense of usury then Lender shall have
the option by written notice of not less than one hundred twenty (120) days to
declare the Debt immediately due and payable.

     (a) Borrower will not claim or demand or be entitled to any credit or
credits on account of the Debt for any part of the Taxes or Other Charges
assessed against the Property, or any part thereof, and no deduction shall
otherwise be made or claimed from the assessed value of the Property, or any
part thereof, for real estate tax purposes by reason of this Security Instrument
or the Debt. If such claim, credit or deduction shall be required by law, Lender
shall have the option, by written notice of not less than one hundred twenty
(120) days, to declare the Debt immediately due and payable.

     (b) If at any time the United States of America, any State thereof or any
subdivision of any such State shall require revenue or other stamps to be
affixed to the Note, this Security Instrument, or any of the other Loan
Documents or impose any other tax or charge on the same, Borrower will pay for
the same, with interest and penalties thereon, if any.

     SECTION 5.4 SPLITTING OF MORTGAGE. This Security Instrument and the Note
shall, at any time until the same shall be fully paid and satisfied, at the sole
election of Lender, be split or divided into two or more notes and two or more
security instruments, each of which shall cover all or a portion of the Property
to be more particularly described therein. To that end, Borrower, upon written
request of Lender, shall execute, acknowledge and deliver, or cause to be
executed, acknowledged and delivered by the then owner of the Property, to
Lender and/or its designee or designees substitute notes and security
instruments in such principal amounts, aggregating not more than the then unpaid
principal amount of this Security Instrument, and containing terms, provisions
and clauses similar to those contained herein and in the Note, and such other
documents and instruments as may be required by Lender.



     SECTION 5.5 REPLACEMENT DOCUMENTS. Upon receipt of an affidavit of an
officer of Lender as to the loss, theft, destruction or mutilation of the Note
or any other Loan Document which is not of public record, and, in the case of
any such mutilation, upon surrender and cancellation of such Note or other Loan
Document, Borrower will issue, in lieu thereof, a replacement Note or other Loan
Document, dated the date of such lost, stolen, destroyed or mutilated Note or
other Loan Document in the same principal amount thereof and otherwise of like
tenor.

                       Article 6 - DUE ON SALE/ENCUMBRANCE

     SECTION 6.1 LENDER RELIANCE. Borrower acknowledges that Lender has examined
and relied on the experience of Borrower and its partners, members, principals
and (if Borrower is a trust) beneficial owners in owning and operating
properties such as the Property in agreeing to make the Loan, and will continue
to rely on Borrower's ownership of the Property as a means of maintaining the
value of the Property as security for repayment of the Debt and the performance
of the Other Obligations. Borrower acknowledges that Lender has a valid interest
in maintaining the value of the Property so as to ensure that, should Borrower
default in the repayment of the Debt or the performance of the Other
Obligations, Lender can recover the Debt by a sale of the Property.

     SECTION 6.2 NO SALE/ENCUMBRANCE. Borrower nor any other Person having an
ownership or beneficial interest, direct or indirect, in Borrower shall transfer
the Property or any part thereof or any interest therein or permit or suffer the
Property or any part thereof or any interest therein to be transferred other
than as expressly permitted pursuant to the terms of the Loan Agreement.

                  Article 7 - RIGHTS AND REMEDIES UPON DEFAULT

     SECTION 7.1 REMEDIES. Upon the occurrence and during the continuance of any
Event of Default, Borrower agrees that Lender may take such action, without
notice or demand, as it deems advisable to protect and enforce its rights
against Borrower and in and to the Property, including, but not limited to, the
following actions, each of which may be pursued concurrently or otherwise, at
such time and in such order as Lender may determine, in their sole discretion,
without impairing or otherwise affecting the other rights and remedies of
Lender:

     (a) declare the entire unpaid Debt to be immediately due and payable;

     (b) institute proceedings, judicial or otherwise, for the complete
foreclosure of this Security Instrument under any applicable provision of law,
in which case the Property or any interest therein may be sold for cash or upon
credit in one or more parcels or in several interests or portions and in any
order or manner;

     (c) with or without entry, to the extent permitted and pursuant to the
procedures provided by applicable law, institute proceedings for the partial
foreclosure of this Security Instrument for the portion of the Debt then due and
payable, subject to the continuing lien and security interest of this Security
Instrument for the balance of the Debt not then due, unimpaired and without loss
of priority;



     (d) sell for cash or upon credit the Property or any part thereof and all
estate, claim, demand, right, title and interest of Borrower therein and rights
of redemption thereof, pursuant to power of sale or otherwise, at one or more
sales, as an entity or in parcels, at such time and place, upon such terms and
after such notice thereof, all as may be required or permitted by law; and,
without limiting the foregoing: In connection with any sale or sales hereunder,
Lender shall be entitled to elect to treat any of the Property which consists of
a right in action or which is property that can be severed from the Real
Property covered hereby or any improvements without causing structural damage
thereto as if the same were personal property, and dispose of the same in
accordance with applicable law, separate and apart from the sale of Real
Property. Where the Property consists of Real Property, Personal Property,
Equipment or Fixtures, whether or not such Personal Property or Equipment is
located on or within the Real Property, Lender shall be entitled to elect to
exercise its rights and remedies against any or all of the Real Property,
Personal Property, Equipment and Fixtures in such order and manner as is now or
hereafter permitted by applicable law;

          (i) Lender shall be entitled to elect to proceed against any or all of
     the Real Property, Personal Property, Equipment and Fixtures in any manner
     permitted under applicable law; and if Lender so elects pursuant to
     applicable law, the power of sale herein granted shall be exercisable with
     respect to all or any of the Real Property, Personal Property, Equipment
     and Fixtures covered hereby, as designated by Lender, and Lender is hereby
     authorized and empowered to conduct any such sale of any Real Property,
     Personal Property, Equipment and Fixtures in accordance with the procedures
     applicable to Real Property;

          (ii) Should Lender elect to sell any portion of the Property which is
     Real Property or which is Personal Property, Equipment or Fixtures that the
     Lender has elected under applicable law to sell together with Real Property
     in accordance with the laws governing a sale of Real Property, Lender shall
     give such notice of Event of Default, if any, and election to sell as may
     then be required by law. Thereafter, upon the expiration of such time and
     the giving of such notice of sale as may then be required by law, and
     without the necessity of any demand on Borrower, Lender at the time and
     place specified in the notice of sale, shall sell such Real Property or
     part thereof at public auction to the highest bidder for cash in lawful
     money of the United States. Lender may from time to time postpone any sale
     hereunder by public announcement thereof at the time and place noticed
     therefor;

          (iii) If the Property consists of several lots, parcels or items of
     property, Lender shall, subject to applicable law, (A) designate the order
     in which such lots, parcels or items shall be offered for sale or sold, or
     (B) elect to sell such lots, parcels or items through a single sale, or
     through two or more successive sales, or in any other manner Lender
     designates. Any Person, including Borrower or Lender, may purchase at any
     sale hereunder. Should Lender desire that more than one sale or other
     disposition of the Property be conducted, Lender shall, subject to
     applicable law, cause such sales or dispositions to be conducted
     simultaneously, or successively, on the same day, or at such different days
     or times and in such order as Lender may designate, and no such sale shall
     terminate or otherwise affect the lien of this Security Instrument on any
     part of the Property not sold until all the Debt has been paid in full. In
     the event Lender elects to dispose of the Property through more than one



     sale, except as otherwise provided by applicable law, Borrower agrees to
     pay the costs and expenses of each such sale and of any judicial
     proceedings wherein such sale may be made;

     (e) institute an action, suit or proceeding in equity for the specific
performance of any covenant, condition or agreement contained herein, in the
Note, the Loan Agreement or in the other Loan Documents;

     (f) recover judgment on the Note either before, during or after any
proceedings for the enforcement of this Security Instrument or the other Loan
Documents;

     (g) apply for the appointment of a receiver, trustee, liquidator or
conservator of the Property, without notice and without regard for the adequacy
of the security for the Debt and without regard for the solvency of Borrower,
any guarantor, indemnitor with respect to the Loan or of any Person, liable for
the payment of the Debt;

     (h) the license granted to Borrower under Section 1.2 hereof shall
automatically be revoked and Lender may enter into or upon the Property, either
personally or by its agents, nominees or attorneys and dispossess Borrower and
its agents and servants therefrom, without liability for trespass, damages or
otherwise and exclude Borrower and its agents or servants wholly therefrom, and
take possession of all books, records and accounts relating thereto and Borrower
agrees to surrender possession of the Property and of such books, records and
accounts to Lender upon demand, and thereupon Lender may (i) use, operate,
manage, control, insure, maintain, repair, restore and otherwise deal with all
and every part of the Property and conduct the business thereat; (ii) complete
any construction on the Property in such manner and form as Lender deems
advisable; (iii) make alterations, additions, renewals, replacements and
improvements to or on the Property; (iv) exercise all rights and powers of
Borrower with respect to the Property, whether in the name of Borrower or
otherwise, including, without limitation, the right to make, cancel, enforce or
modify Leases, obtain and evict tenants, and demand, sue for, collect and
receive all Rents of the Property and every part thereof; (v) require Borrower
to pay monthly in advance to Lender, or any receiver appointed to collect the
Rents, the fair and reasonable rental value for the use and occupation of such
part of the Property as may be occupied by Borrower; (vi) require Borrower to
vacate and surrender possession of the Property to Lender or to such receiver
and, in default thereof, Borrower may be evicted by summary proceedings or
otherwise; and (vii) apply the receipts from the Property to the payment of the
Debt, in such order, priority and proportions as Lender shall deem appropriate
in its sole discretion after deducting therefrom all expenses (including
reasonable attorneys' fees) incurred in connection with the aforesaid operations
and all amounts necessary to pay the Taxes, Other Charges, insurance and other
expenses in connection with the Property, as well as just and reasonable
compensation for the services of Lender, its counsel, agents and employees;

     (i) exercise any and all rights and remedies granted to a secured party
upon default under the Uniform Commercial Code, including, without limiting the
generality of the foregoing: (i) the right to take possession of the Fixtures,
the Equipment, the Personal Property or any part thereof, and to take such other
measures as Lender may deem necessary for the care, protection and preservation
of the Fixtures, the Equipment, the Personal Property, and (ii) request Borrower
at its expense to assemble the Fixtures, the Equipment, the Personal Property



and make it available to Lender at a convenient place acceptable to Lender. Any
notice of sale, disposition or other intended action by Lender with respect to
the Fixtures, the Equipment, the Personal Property sent to Borrower in
accordance with the provisions hereof at least ten (10) days prior to such
action, shall constitute commercially reasonable notice to Borrower;

     (j) apply any sums then deposited or held in escrow or otherwise by or on
behalf of Lender in accordance with the terms of the Loan Agreement, this
Security Instrument or any other Loan Document to the payment of the following
items in any order in its uncontrolled discretion:

               (i) Taxes and Other Charges;

               (ii) Insurance Premiums;

               (iii) Interest on the unpaid principal balance of the Note;

               (iv) Amortization of the unpaid principal balance of the Note;

               (v) All other sums payable pursuant to the Note, the Loan
          Agreement, this Security Instrument and the other Loan Documents,
          including without limitation advances made by Lender pursuant to the
          terms of this Security Instrument;

     (k) pursue such other remedies as Lender may have under applicable law; or

     (l) apply the undisbursed balance of any Net Proceeds Deficiency deposit,
together with interest thereon, to the payment of the Debt in such order,
priority and proportions as Lender shall deem to be appropriate in its
discretion.

     In the event of a sale, by foreclosure, power of sale or otherwise, of less
than all of Property, this Security Instrument shall continue as a lien and
security interest on the remaining portion of the Property unimpaired and
without loss of priority.

     Lender reserves the right at any time to subordinate the lien of this
Security Instrument to any one or more of the leases now or in the future
pertaining to any part of the Property upon the unilateral execution and
recording by Lender of said subordination agreement prior to the filing of any
action by Lender to foreclose upon the Property, such subordination agreement to
be effective as of the date of execution of this Security Instrument as to those
leases identified by Lender in such subordination agreement.

     SECTION 7.2 APPLICATION OF PROCEEDS. The purchase money, proceeds and
avails of any disposition of the Property, and or any part thereof, or any other
sums collected by Lender pursuant to the Note, this Security Instrument or the
other Loan Documents, may be applied by Lender to the payment of the Debt in
such priority and proportions as Lender in its discretion shall deem proper, to
the extent consistent with law.

     SECTION 7.3 RIGHT TO CURE DEFAULTS. Upon the occurrence and during the
continuance of any Event of Default, Lender may remedy such Event of Default in
such manner and to such extent as Lender may deem necessary to protect the
security hereof, but without any obligation to do so and without notice to or



demand on Borrower, and without releasing Borrower from any obligation
hereunder. Lender is authorized to enter upon action or proceeding to the
Property for such purposes, or appear in, defend, or bring any action or
proceeding to protect its interest in the Property or to foreclose this Security
Instrument or collect the Debt, and the cost and expense thereof (including
reasonable attorneys' fees to the extent permitted by law), with interest as
provided in this Section 7.3, shall constitute a portion of the Debt and shall
be due and payable to Lender upon demand. All such costs and expenses incurred
by Lender in remedying such Event of Default or such failed payment or act or in
appearing in, defending, or bringing any such action or proceeding shall bear
interest at the Default Rate, for the period after notice from Lender that such
cost or expense was incurred to the date of payment to Lender. All such costs
and expenses incurred by Lender together with interest thereon calculated at the
Default Rate shall be deemed to constitute a portion of the Debt and be secured
by this Security Instrument and the other Loan Documents and shall be
immediately due and payable upon demand by Lender therefor.

     SECTION 7.4 ACTIONS AND PROCEEDINGS. Lender has the right to appear in and
defend any action or proceeding brought with respect to the Property and to
bring any action or proceeding, in the name and on behalf of Borrower, which
Lender, in its discretion, decides should be brought to protect its interest in
the Property.

     SECTION 7.5 RECOVERY OF SUMS REQUIRED TO BE PAID. Lender shall have the
right from time to time to take action to recover any sum or sums which
constitute a part of the Debt as the same become due, without regard to whether
or not the balance of the Debt shall be due, and without prejudice to the right
of Lender thereafter to bring an action of foreclosure, or any other action, for
a default or defaults by Borrower existing at the time such earlier action was
commenced.

     SECTION 7.6 EXAMINATION OF BOOKS AND RECORDS. At reasonable times and upon
reasonable notice, Lender, its agents, accountants and attorneys shall have the
right to examine the records, books, management and other papers of Borrower
which reflect upon their financial condition, at the Property or at any office
regularly maintained by Borrower where the books and records are located. Lender
and its agents shall have the right to make copies and extracts from the
foregoing records and other papers. In addition, at reasonable times and upon
reasonable notice, Lender, its agents, accountants and attorneys shall have the
right to examine and audit the books and records of Borrower pertaining to the
income, expenses and operation of the Property during reasonable business hours
at any office of Borrower where the books and records are located. This Section
7.6 shall apply throughout the term of the Note and without regard to whether an
Event of Default has occurred or is continuing.

     SECTION 7.7 OTHER RIGHTS, ETC. (a) The failure of Lender to insist upon
strict performance of any term hereof shall not be deemed to be a waiver of any
term of this Security Instrument. Borrower shall not be relieved of Borrower's
obligations hereunder by reason of (i) the failure of Lender to comply with any
request of Borrower or any guarantor or indemnitor with respect to the Loan to
take any action to foreclose this Security Instrument or otherwise enforce any
of the provisions hereof or of the Note or the other Loan Documents, (ii) the
release, regardless of consideration, of the whole or any part of the Property,
or of any person liable for the Debt or any portion thereof, or (iii) any
agreement or stipulation by Lender extending the time of payment or otherwise
modifying or supplementing the terms of the Note, this Security Instrument or
the other Loan Documents.



     (b) It is agreed that the risk of loss or damage to the Property is on
Borrower, and Lender shall have no liability whatsoever for decline in value of
the Property, for failure to maintain the Policies, or for failure to determine
whether insurance in force is adequate as to the amount of risks insured.
Possession by Lender shall not be deemed an election of judicial relief, if any
such possession is requested or obtained, with respect to any Property or
collateral not in Lender's possession.

     (c) Lender may resort for the payment of the Debt to any other security
held by Lender in such order and manner as Lender, in its discretion, may elect.
Lender may take action to recover the Debt, or any portion thereof, or to
enforce any covenant hereof without prejudice to the right of Lender thereafter
to foreclose this Security Instrument. The rights of Lender under this Security
Instrument shall be separate, distinct and cumulative and none shall be given
effect to the exclusion of the others. No act of Lender shall be construed as an
election to proceed under any one provision herein to the exclusion of any other
provision. Lender shall not be limited exclusively to the rights and remedies
herein stated but shall be entitled to every right and remedy now or hereafter
afforded at law or in equity.

     SECTION 7.8 RIGHT TO RELEASE ANY PORTION OF THE PROPERTY. Lender may
release any portion of the Property for such consideration as Lender may require
without, as to the remainder of the Property, in any way impairing or affecting
the lien or priority of this Security Instrument, or improving the position of
any subordinate lienholder with respect thereto, except to the extent that the
obligations hereunder shall have been reduced by the actual monetary
consideration, if any, received by Lender for such release, and may accept by
assignment, pledge or otherwise any other property in place thereof as Lender
may require without being accountable for so doing to any other lienholder. This
Security Instrument shall continue as a lien and security interest in the
remaining portion of the Property.

     SECTION 7.9 VIOLATION OF LAWS. If the Property is not in material
compliance with Legal Requirements, Lender may impose additional requirements
upon Borrower in connection herewith including, without limitation, monetary
reserves or financial equivalents.

     SECTION 7.10 RECOURSE AND CHOICE OF REMEDIES. Notwithstanding any other
provision of this Security Instrument or the Loan Agreement, including, without
limitation, Section 9.4 of the Loan Agreement, Lender and other Indemnified
Parties (as hereinafter defined) are entitled to enforce the obligations of
Borrower, any guarantor and indemnitor contained in Sections 9.2, 9.3 and 9.4
herein and Section 9.2 of the Loan Agreement without first resorting to or
exhausting any security or collateral and without first having recourse to the
Note or any of the Property, through foreclosure, exercise of a power of sale or
acceptance of a deed in lieu of foreclosure or otherwise, and in the event
Lender commences a foreclosure action against the Property, or exercises the
power of sale pursuant to this Security Instrument, Lender is entitled to pursue
a deficiency judgment with respect to such obligations against Borrower and any
guarantor or indemnitor with respect to the Loan. The provisions of Sections
9.2, 9.3 and 9.4 herein and Section 9.2 of the Loan Agreement are exceptions to
any non-recourse or exculpation provisions in the Loan Agreement, the Note, this
Security Instrument or the other Loan Documents, and Borrower and any guarantor



or indemnitor with respect to the Loan are fully and personally liable for the
obligations pursuant to Sections 9.2, 9.3 and 9.4 herein and Section 9.2 of the
Loan Agreement. The liability of Borrower and any guarantor or indemnitor with
respect to the Loan pursuant to Sections 9.2, 9.3 and 9.4 herein and Section 9.2
of the Loan Agreement is not limited to the original principal amount of the
Note. Notwithstanding the foregoing, nothing herein shall inhibit or prevent
Lender from foreclosing or exercising a power of sale pursuant to this Security
Instrument or exercising any other rights and remedies pursuant to the Loan
Agreement, the Note, this Security Instrument and the other Loan Documents,
whether simultaneously with foreclosure proceedings or in any other sequence. A
separate action or actions may be brought and prosecuted against Borrower
pursuant to Sections 9.2, 9.3 and 9.4 herein and Section 9.2 of the Loan
Agreement, whether or not action is brought against any other Person or whether
or not any other Person is joined in the action or actions. In addition, Lender
shall have the right but not the obligation to join and participate in, as a
party if it so elects, any administrative or judicial proceedings or actions
initiated in connection with any matter addressed in Article 8 or Section 9.4
herein.

     SECTION 7.11 RIGHT OF ENTRY. Upon reasonable notice to Borrower, Lender and
its agents shall have the right to enter and inspect the Property at all
reasonable times.

                        Article 8 - ENVIRONMENTAL HAZARDS

     SECTION 8.1 ENVIRONMENTAL REPRESENTATIONS AND WARRANTIES. Based upon an
environmental assessment of the Property and information that Borrower knows
after due inquiry of the Manager, and except as otherwise disclosed by that
certain Environmental Site Assessment of the Property delivered to Lender (such
report is referred to below as the "Environmental Report"), (a) there are no
Hazardous Substances (defined below) or underground storage tanks in, on, or
under the Property, except those that are both (i) in compliance with
Environmental Laws (defined below) and with permits issued pursuant thereto and
(ii) fully disclosed to Lender in writing pursuant the Environmental Report; (b)
there are no past, present or threatened Releases (defined below) of Hazardous
Substances in, on, under or from the Property which has not been fully
remediated in accordance with Environmental Law; (c) there is no threat of any
Release of Hazardous Substances migrating to the Property; (d) there is no past
or present non-compliance with Environmental Laws, or with permits issued
pursuant thereto, in connection with the Property which has not been fully
remediated in accordance with Environmental Law; (e) Borrower does not know of,
and has not received, any written or oral notice or other communication from any
Person (including but not limited to a governmental entity) relating to
Hazardous Substances or Remediation (defined below) thereof, of possible
liability of any Person pursuant to any Environmental Law, other environmental
conditions in connection with the Property, or any actual or potential
administrative or judicial proceedings in connection with any of the foregoing;
and (f) Borrower has truthfully and fully provided to Lender, in writing, any
and all information relating to conditions in, on, under or from the Property
that is known to Borrower and that is contained in Borrower's files and records,
including but not limited to any reports relating to Hazardous Substances in,
on, under or from the Property and/or to the environmental condition of the
Property.



     "Environmental Law" means any present and future federal, state and local
laws, statutes, ordinances, rules, regulations and the like, as well as common
law, relating to protection of human health or the environment, relating to
Hazardous Substances, relating to liability for or costs of Remediation or
prevention of Releases of Hazardous Substances or relating to liability for or
costs of other actual or threatened danger to human health or the environment.
Environmental Law includes, but is not limited to, the following statutes, as
amended, any successor thereto, and any regulations promulgated pursuant
thereto, and any state or local statutes, ordinances, rules, regulations and the
like addressing similar issues: the Comprehensive Environmental Response,
Compensation and Liability Act; the Emergency Planning and Community
Right-to-Know Act; the Hazardous Substances Transportation Act; the Resource
Conservation and Recovery Act (including but not limited to Subtitle I relating
to underground storage tanks); the Solid Waste Disposal Act; the Clean Water
Act; the Clean Air Act; the Toxic Substances Control Act; the Safe Drinking
Water Act; the Occupational Safety and Health Act; the Federal Water Pollution
Control Act; the Federal Insecticide, Fungicide and Rodenticide Act; the
Endangered Species Act; the National Environmental Policy Act; and the River and
Harbors Appropriation Act. Environmental Law also includes, but is not limited
to, any present and future federal, state and local laws, statutes, ordinances,
rules, regulations and the like, as well as common law: conditioning transfer of
property upon a negative declaration or other approval of a governmental
authority of the environmental condition of the Property; requiring notification
or disclosure of Releases of Hazardous Substances or other environmental
condition of the Property to any governmental authority or other Person, whether
or not in connection with transfer of title to or interest in property; imposing
conditions or requirements in connection with permits or other authorization for
lawful activity; relating to nuisance, trespass or other causes of action
related to the Property; and relating to wrongful death, personal injury, or
property or other damage in connection with any physical condition or use of the
Property.

     "Hazardous Substances" include but are not limited to any and all
substances (whether solid, liquid or gas) defined, listed, or otherwise
classified as pollutants, hazardous wastes, hazardous substances, hazardous
materials, extremely hazardous wastes, or words of similar meaning or regulatory
effect under any present or future Environmental Laws or that may have a
negative impact on human health or the environment, including but not limited to
petroleum and petroleum products, asbestos and asbestos-containing materials,
polychlorinated biphenyls, lead, radon, radioactive materials, flammables and
explosives, but excluding substances of kinds and in amounts ordinarily and
customarily used or stored in similar properties for the purpose of cleaning or
other maintenance or operations and otherwise in compliance with all
Environmental Laws.

     "Release" of any Hazardous Substance includes but is not limited to any
release, deposit, discharge, emission, leaking, spilling, seeping, migrating,
injecting, pumping, pouring, emptying, escaping, dumping, disposing or other
movement of Hazardous Substances.

     "Remediation" includes but is not limited to any response, remedial,
removal, or corrective action, any activity to cleanup, detoxify, decontaminate,
contain or otherwise remediate any Hazardous Substance, any actions to prevent,
cure or mitigate any Release of any Hazardous Substance, any action to comply
with any Environmental Laws or with any permits issued pursuant thereto, any
inspection, investigation, study, monitoring, assessment, audit, sampling and
testing, laboratory or other analysis, or evaluation relating to any Hazardous
Substances or to anything referred to in Article 8.



     SECTION 8.2 ENVIRONMENTAL COVENANTS. Borrower covenants and agrees that:
(a) all uses and operations on or of the Property, whether by Borrower or any
other Person, shall be in compliance with all Environmental Laws and permits
issued pursuant thereto; (b) there shall be no Releases of Hazardous Substances
in, on, under or from the Property; (c) there shall be no Hazardous Substances
in, on, or under the Property, except those that are both (i) in compliance with
all Environmental Laws and with permits issued pursuant thereto and (ii) fully
disclosed to Lender in writing; (d) Borrower shall keep the Property free and
clear of all liens and other encumbrances imposed pursuant to any Environmental
Law, whether due to any act or omission of Borrower or any other Person (the
"Environmental Liens"); (e) Borrower shall, at its sole cost and expense, fully
and expeditiously cooperate in all activities pursuant to Section 8.3 below,
including but not limited to providing all relevant information and making
knowledgeable persons available for interviews; (f) Borrower shall, at its sole
cost and expense, perform any environmental site assessment or other
investigation of environmental conditions in connection with the Property,
pursuant to any reasonable written request of Lender made in the event that
Lender has reason to believe that an environmental hazard exists on the Property
(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 Lender the reports and other results thereof, and Lender
and other Indemnified Parties shall be entitled to rely on such reports and
other results thereof; (g) Borrower shall, at its sole cost and expense, comply
with all reasonable written requests of Lender made in the event that Lender has
reason to believe that an environmental hazard exists on the Property (i)
reasonably effectuate Remediation of any condition (including but not limited to
a Release of a Hazardous Substance) in, on, under or from the Property; (ii)
comply with any Environmental Law; (iii) comply with any directive from any
governmental authority; and (iv) take any other reasonable action necessary or
appropriate for protection of human health or the environment; (h) Borrower
shall not do or allow any tenant or other user of the Property to do any act
that materially increases the dangers to human health or the environment, poses
an unreasonable risk of harm to any Person (whether on or off the Property),
impairs or may impair the value of the Property, is contrary to any requirement
of any insurer, constitutes a public or private nuisance, constitutes waste, or
violates any covenant, condition, agreement or easement applicable to the
Property; and (i) Borrower shall immediately notify Lender in writing of (A) any
presence or Releases or threatened Releases of Hazardous Substances in, on,
under, from or migrating towards the Property; (B) any non-compliance with any
Environmental Laws related in any way to the Property; (C) any actual or
potential Environmental Lien; (D) any required or proposed Remediation of
environmental conditions relating to the Property; and (E) any written or oral
notice or other communication of which Borrower becomes aware from any source
whatsoever (including but not limited to a governmental entity) relating in any
way to Hazardous Substances or Remediation thereof, possible liability of any
Person pursuant to any Environmental Law, other environmental conditions in
connection with the Property, or any actual or potential administrative or
judicial proceedings in connection with anything referred to in this Article 8.

     SECTION 8.3 LENDER'S RIGHTS. In the event that Lender has reason to believe
that an environmental hazard exists on the Property, upon reasonable notice from
Lender, Borrower shall, at Borrower's expense, promptly cause an engineer or
consultant satisfactory to Lender to conduct any environmental assessment or
audit (the scope of which shall be determined in Lender's sole and absolute
discretion) and take any samples of soil, groundwater or other water, air, or
building materials or any other invasive testing requested by Lender and



promptly deliver the results of any such assessment, audit, sampling or other
testing; provided, however, if such results are not delivered to Lender within a
reasonable period, upon reasonable notice to Borrower, Lender and any other
Person designated by Lender, including but not limited to any receiver, any
representative of a governmental entity, and any environmental consultant, shall
have the right, but not the obligation, to enter upon the Property at all
reasonable times to assess any and all aspects of the environmental condition of
the Property and its use, including but not limited to conducting any
environmental assessment or audit (the scope of which shall be determined in
Lender's sole and absolute discretion) and taking samples of soil, groundwater
or other water, air, or building materials, and reasonably conducting other
invasive testing. Borrower shall cooperate with and provide access to Lender and
any such Person designated by Lender.

                           Article 9 - INDEMNIFICATION

     SECTION 9.1 GENERAL INDEMNIFICATION. 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), actions, proceedings, obligations,
debts, damages, losses, costs, expenses, diminutions in value, fines, penalties,
charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive
damages, foreseeable and unforeseeable consequential damages, of whatever kind
or nature (including but not limited to reasonable attorneys' fees and other
costs of defense) (collectively, the "Losses") imposed upon or incurred by or
asserted against any 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
this Security Instrument, the Property or any interest therein or receipt of any
Rents; (b) any amendment to, or restructuring of, the Debt, and the Note, the
Loan Agreement, this Security Instrument, or any other Loan Documents; (c) any
and all lawful action that may be taken by Lender in connection with the
enforcement of the provisions of this Security Instrument or the Loan Agreement
or the Note or any of the other Loan Documents, whether or not suit is filed in
connection with same, or in connection with Borrower, any guarantor or
indemnitor and/or any partner, joint venturer or shareholder thereof becoming 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 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
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 to perform or be in compliance with any of the terms of this
Security Instrument; (g) performance of any labor or services or the furnishing
of any materials or other property in respect of the 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 Security Instrument, or to supply a copy thereof in a
timely fashion to the recipient of the proceeds of the transaction in connection
with which this Security Instrument is made; (i) any failure of the Property to
be in compliance with any Legal Requirements; (j) the enforcement by any
Indemnified Party of the provisions of this Article 9; (k) any and all claims
and demands whatsoever which may be asserted against 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; (1) the payment of



any commission, charge or brokerage fee to anyone claiming through Borrower
which may be payable in connection with the funding of the Loan; or (m) any
misrepresentation made by Borrower in this Security Instrument or any other Loan
Document. Notwithstanding the foregoing, Borrower shall not be liable to the
Indemnified Parties under this Section 9.1 for any Losses to which the
Indemnified Parties may become subject to the extent such Losses arise by reason
of the gross negligence, illegal acts, fraud or willful misconduct of the
Indemnified Parties. Any amounts payable to Lender by reason of the application
of this Section 9.1 shall become immediately due and payable and shall bear
interest at the Default Rate from the date loss or damage is sustained by Lender
until paid. For purposes of this Article 9, the term "Indemnified Parties" means
Lender and any Person who is or will have been involved in the origination of
the Loan, any Person who is or will have been involved in the servicing of the
Loan secured hereby, any Person in whose name the encumbrance created by this
Security Instrument is or will have been recorded, persons and entities who may
hold or acquire or will have held a full or partial interest in the Loan secured
hereby (including, but not limited to, investors or prospective investors in the
Securities, as well as custodians, trustees and other fiduciaries who hold or
have held a full or partial interest in the Loan secured hereby for the benefit
of third parties) as well as the respective directors, officers, 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, whether during the term of the Loan or as a part of or
following a foreclosure of the Loan and including, but not limited to, any
successors by merger, consolidation or acquisition of all or a substantial
portion of Lender's assets and business).

     SECTION 9.2 MORTGAGE AND/OR INTANGIBLE TAX. 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 imposed upon or incurred
by or asserted against any Indemnified Parties and directly or indirectly
arising out of or in any way relating to any tax on the making and/or recording
of this Security Instrument, the Note or any of the other Loan Documents, but
excluding any income, franchise or other similar taxes.

     SECTION 9.3 ERISA INDEMNIFICATION. 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 Lender's sole
discretion) that Lender may incur, directly or indirectly, as a result of a
default under Sections 4.1.9 or 5.2.12 of the Loan Agreement.

     SECTION 9.4 ENVIRONMENTAL INDEMNIFICATION. 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 and costs of Remediation
(whether or not performed voluntarily), engineers' fees, environmental
consultants' fees, and costs of investigation (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) imposed upon or
incurred by or asserted against any Indemnified Parties, and directly or
indirectly arising out of or in any way relating to any one or more of the



following: (a) any presence of any Hazardous Substances in, on, above, or under
the Property; (b) any past, present or threatened Release of Hazardous
Substances in, on, above, under or from the Property; (c) any activity by
Borrower, any Person affiliated with Borrower or any tenant or other user of the
Property 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 Property of any
Hazardous Substances at any tine located in, under, on or above the Property;
(d) any activity by Borrower, any Person affiliated with Borrower or any tenant
or other user of the Property in connection with any actual or proposed
Remediation of any Hazardous Substances at any time located in, under, on or
above the Property, whether or not such Remediation is voluntary or pursuant to
court or administrative order, including but not limited to any removal,
remedial or corrective action; (e) any past or present non-compliance or
violations of any Environmental Laws (or permits issued pursuant to any
Environmental Law) in connection with the Property or operations thereon,
including but not limited to any failure by Borrower, any Affiliate of Borrower
or any tenant or other user of the Property to comply with any order of any
Governmental Authority in connection with any Environmental Laws; (f) the
imposition, recording or filing of any Environmental Lien encumbering the
Property; (g) any administrative processes or proceedings or judicial
proceedings in any way connected with any matter addressed in Article 8 and this
Section 9.4; (h) any past, present or threatened injury to, destruction of or
loss of natural resources in any way connected with the Property, including but
not limited to costs to investigate and assess such injury, destruction or loss;
(i) any acts of Borrower or other users of the Property in arranging for
disposal or treatment, or arranging with a transporter for transport for
disposal or treatment, of Hazardous Substances owned or possessed by such
Borrower or other users, at any facility or incineration vessel owned or
operated by another Person and containing such or any similar Hazardous
Substance; (j) any acts of Borrower or other users of the Property, in accepting
any Hazardous Substances for transport to disposal or treatment facilities,
incineration vessels or sites selected by Borrower or such other users, from
which there is a Release, or a threatened Release of any Hazardous Substance
which causes the incurrence of costs for Remediation; (k) any personal injury,
wrongful death, or property damage arising under any statutory or common law or
tort law theory, including but not limited to damages assessed for the
maintenance of a private or public nuisance or for the conducting of an
abnormally dangerous activity on or near the Property; and (1) any
misrepresentation or inaccuracy in any representation or warranty or material
breach or failure to perform any covenants or other obligations pursuant to
Article 8. Notwithstanding the foregoing, Borrower shall not be liable under
this Section 9.4 for any Losses or costs of Remediation to which the Indemnified
Parties may become subject to the extent such Losses or costs of Remediation
arise by reason of the gross negligence, illegal acts, fraud of willful
misconduct of the Indemnified Parties. This indemnity shall survive any
termination, satisfaction or foreclosure of this Security Instrument, subject to
the provisions of Section 10.5.

     SECTION 9.5 DUTY TO DEFEND; ATTORNEYS' FEES AND OTHER FEES AND EXPENSES.
Upon written request by any Indemnified Party, Borrower shall 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
Indemnified Parties. Notwithstanding the foregoing, if the defendants in any
such claim or proceeding include both Borrower and any Indemnified Party and
Borrower and such Indemnified Party shall have reasonably concluded that there



are any legal defenses available to it and/or other Indemnified Parties that are
different from or additional to those available to Borrower, such Indemnified
Party shall have the right to select separate counsel to assert such legal
defenses and to otherwise participate in the defense of such action on behalf of
such Indemnified Party, provided that no compromise or settlement shall be
entered without Borrower's consent, which consent shall not be unreasonably
withheld. Upon demand, Borrower shall pay or, in the sole and absolute
discretion of the Indemnified Parties, reimburse, the Indemnified Parties for
the payment of reasonable fees and disbursements of attorneys, engineers,
environmental consultants, laboratories and other professionals in connection
therewith.

                              Article 10 - WAIVERS

     SECTION 10.1 WAIVER OF COUNTERCLAIM. To the extent permitted by applicable
law, Borrower hereby waives the right to assert a counterclaim, other than a
mandatory or compulsory counterclaim, in any action or proceeding brought
against it by Lender arising out of or in any way connected with this Security
Instrument, the Loan Agreement, the Note, any of the other Loan Documents, or
the Obligations.

     SECTION 10.2 MARSHALLING AND OTHER MATTERS. To the extent permitted by
applicable law, Borrower hereby waives, to the extent permitted by law, the
benefit of all appraisement, valuation, stay, extension, reinstatement and
redemption laws now or hereafter in force and all rights of marshalling in the
event of any sale hereunder of the Property or any part thereof or any interest
therein. Further, Borrower hereby expressly waives any and all rights of
redemption from sale under any order or decree of foreclosure of this Security
Instrument on behalf of Borrower, and on behalf of each and every person
acquiring any interest in or title to the Property subsequent to the date of
this Security Instrument and on behalf of all persons to the extent permitted by
applicable law.

     SECTION 10.3 WAIVER OF NOTICE. To the extent permitted by applicable law,
Borrower shall not be entitled to any notices of any nature whatsoever from
Lender except with respect to matters for which this Security Instrument or the
Loan Documents specifically and expressly provide for the giving of notice by
Lender to Borrower and except with respect to matters for which Lender is
required by applicable law to give notice, and Borrower hereby expressly waives
the right to receive any notice from Lender with respect to any matter for which
this Security Instrument does not specifically and expressly provide for the
giving of notice by Lender to Borrower.

     SECTION 10.4 WAIVER OF STATUTE OF LIMITATIONS. To the extent permitted by
applicable law, Borrower hereby expressly waives and releases to the fullest
extent permitted by law, the pleading of any statute of limitations as a defense
to payment of the Debt or performance of its Other Obligations.

     SECTION 10.5 SURVIVAL. The indemnifications made pursuant to Sections 9.3
and 9.4 herein and the representations and warranties, covenants, and other
obligations arising under Article 8, shall continue indefinitely in full force
and effect and shall survive and shall in no way be impaired by: any
satisfaction, release or other termination of this Security Instrument, any
assignment or other transfer of all or any portion of this Security Instrument
or Lender's interest in the Property (but, in such case, shall benefit both



Indemnified Parties and any assignee or transferee), any exercise of Lender's
rights and remedies pursuant hereto including but not limited to foreclosure or
acceptance of a deed in lieu of foreclosure, any exercise of any rights and
remedies pursuant to the Loan Agreement, the Note or any of the other Loan
Documents, any transfer of all or any portion of the Property (whether by
Borrower or by Lender following foreclosure or acceptance of a deed in lieu of
foreclosure or at any other time), any amendment to this Security Instrument,
the Loan Agreement, the Note or the other Loan Documents, and any act or
omission that might otherwise be construed as a release or discharge of Borrower
from the obligations pursuant hereto. Notwithstanding anything to the contrary
contained in this Security Instrument or the other Loan Documents, Borrower
shall not have any obligations or liabilities under the indemnification under
Section 9.4 herein or other indemnifications with respect to Hazardous
Substances contained in the other Loan Documents with respect to those
obligations and liabilities that Borrower can prove arose solely from Hazardous
Substances that (i) were not present on or a threat to the Property prior to the
date that Lender or its nominee acquired title to the Property, whether by
foreclosure, exercise by power of sale, acceptance of a deed-in-lieu of
foreclosure or otherwise and (ii) were not the result of any act or negligence
of Borrower or any of Borrower's affiliates, agents or contractors.

                            Article 11 - EXCULPATION

     The provisions of Section 9.4 of the Loan Agreement are hereby incorporated
by reference into this Security Instrument to the same extent and with the same
force as if fully set forth herein.

                              Article 12 - NOTICES

     All notices or other written communications hereunder shall be delivered in
accordance with Section 10.6 of the Loan Agreement.

                           Article 13 - APPLICABLE LAW

     SECTION 13.1 GOVERNING LAW. (a) THIS SECURITY INSTRUMENT WAS NEGOTIATED IN
THE STATE OF NEW YORK, AND MADE BY BORROWER AND ACCEPTED BY LENDER IN THE STATE
OF NEW YORK, AND THE PROCEEDS OF THE NOTE SECURED HEREBY WERE DISBURSED FROM THE
STATE OF 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 LIMITING THE GENERALITY OF THE FOREGOING, MATTERS
OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS SECURITY INSTRUMENT 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 (WITHOUT REGARD TO PRINCIPLES OF CONFLICT LAWS) AND ANY
APPLICABLE LAW OF THE UNITED STATES OF AMERICA, EXCEPT THAT AT ALL TIMES THE
PROVISIONS FOR THE CREATION, PERFECTION, AND ENFORCEMENT OF THE LIENS AND
SECURITY INTERESTS CREATED PURSUANT HERETO AND PURSUANT TO THE OTHER LOAN
DOCUMENTS WITH RESPECT TO THE PROPERTY SHALL BE GOVERNED BY AND CONSTRUED



ACCORDING TO THE LAW OF THE STATE IN WHICH THE PROPERTY IS LOCATED, IT BEING
UNDERSTOOD THAT, TO THE FULLEST EXTENT PERMITTED BY THE LAW OF SUCH STATE, THE
LAW OF THE STATE OF NEW YORK SHALL GOVERN THE CONSTRUCTION, VALIDITY AND
ENFORCEABILITY OF ALL LOAN DOCUMENTS AND ALL OF THE OBLIGATIONS ARISING
HEREUNDER OR THEREUNDER. TO THE FULLEST EXTENT PERMITTED BY LAW, BORROWER HEREBY
UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY
OTHER JURISDICTION GOVERNS THIS SECURITY INSTRUMENT AND THE OR THE OTHER LOAN
DOCUMENTS, AND THIS SECURITY INSTRUMENT AND THE OTHER LOAN DOCUMENTS SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

     (b) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR BORROWER ARISING
OUT OF OR RELATING TO THIS SECURITY INSTRUMENT MAY AT LENDER'S OPTION BE
INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW
YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND
BORROWER WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE
AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND BORROWER
HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT,
ACTION OR PROCEEDING. BORROWER DOES HEREBY DESIGNATE AND APPOINT

         Corporation Service Company
         80 State Street
         Albany, New York 12207-2543

     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 AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE
MAILED OR DELIVERED TO BORROWER IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN
EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON BORROWER IN ANY SUCH SUIT,
ACTION OR PROCEEDING IN THE STATE OF NEW YORK. BORROWER (I) SHALL GIVE PROMPT
NOTICE TO LENDER 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 SUBSTITUTE AGENT AND OFFICE SHALL BE
DESIGNATED AS THE PERSON AND 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 13.2 USURY LAWS. Notwithstanding anything to the contrary, (a) all
agreements and communications between Borrower and Lender are hereby and shall
automatically be limited so that, after taking into account all amounts deemed
interest, the interest contracted for, charged or received by Lender shall never
exceed the maximum lawful rate or amount, (b) in calculating whether any
interest exceeds the lawful maximum, all such interest shall be amortized,
prorated, allocated and spread over the full amount and term of all principal
indebtedness of Borrower to Lender, and (c) if through any contingency or event,
Lender receives or is deemed to receive interest in excess of the lawful
maximum, any such excess shall be deemed to have been applied toward payment of
the principal of any and all then outstanding indebtedness of Borrower to
Lender, or if there is no such indebtedness, shall immediately be returned to
Borrower.

     SECTION 13.3 PROVISIONS SUBJECT TO APPLICABLE LAW. All rights, powers and
remedies provided in this Security Instrument may be exercised only to the
extent that the exercise thereof does not violate any applicable provisions of
law and are intended to be limited to the extent necessary so that they will not
render this Security Instrument invalid, unenforceable or not entitled to be
recorded, registered or filed under the provisions of any applicable law. If any
term of this Security Instrument or any application thereof shall be invalid or
unenforceable, the remainder of this Security Instrument and any other
application of the term shall not be affected thereby.

                            Article 14 - DEFINITIONS

     Section 14.1 All capitalized terms not defined herein shall have the
respective meanings set forth in the Loan Agreement. Unless the context clearly
indicates a contrary intent or unless otherwise specifically provided herein,
words used in this Security Instrument may be used interchangeably in singular
or plural form and the word "Borrower" shall mean "each Borrower and any
subsequent owner or owners of the Property or any part thereof or any interest
therein," the word "Lender" shall mean "Lender and any subsequent holder of the
Note," the word "Note" shall mean "the Note and any other evidence of
indebtedness secured by this Security Instrument," the word "Property" shall
include any portion of the Property and any interest therein, and the phrases
"attorneys' fees", "legal fees" and "counsel fees" shall include any and all
attorneys', paralegal and law clerk fees and disbursements, including, but not
limited to, fees and disbursements at the pre-trial, trial and appellate levels
incurred or paid by Lender in protecting its interest in the Property, the
Leases and the Rents and enforcing its rights hereunder.

                     Article 15 - MISCELLANEOUS PROVISIONS

     SECTION 15.1 NO ORAL CHANGE. This Security Instrument, and any provisions
hereof, may not be modified, amended, waived, extended, changed, discharged or
terminated orally or by any act or failure to act on the part of Borrower or
Lender, but only by an agreement in writing signed by the party against whom
enforcement of any modification, amendment, waiver, extension, change, discharge
or termination is sought.



     SECTION 15.2 SUCCESSORS AND ASSIGNS. This Security Instrument shall be
binding upon and inure to the benefit of Borrower and Lender and their
respective successors and assigns forever.

     SECTION 15.3 INAPPLICABLE PROVISIONS. If any term, covenant or condition of
the Loan Agreement, the Note or this Security Instrument is held to be invalid,
illegal or unenforceable in any respect, the Loan Agreement, the Note and this
Security Instrument shall be construed without such provision.

     SECTION 15.4 HEADINGS, ETC. The headings and captions of various Sections
of this Security Instrument are for convenience of reference only and are not to
be construed as defining or limiting, in any way, the scope or intent of the
provisions hereof.

     SECTION 15.5 NUMBER AND GENDER. Whenever the context may require, any
pronouns used herein shall include the corresponding masculine, feminine or
neuter forms, and the singular form of nouns and pronouns shall include the
plural and vice versa.

     SECTION 15.6 SUBROGATION. If any or all of the proceeds of the Note have
been used to extinguish, extend or renew any indebtedness heretofore existing
against the Property, then, to the extent of the funds so used, Lender shall be
subrogated to all of the rights, claims, liens, titles, and interests existing
against the Property heretofore held by, or in favor of, the holder of such
indebtedness and such former rights, claims, liens, titles, and interests, if
any, are not waived but rather are continued in full force and effect in favor
of Lender and are merged with the lien and security interest created herein as
cumulative security for the repayment of the Debt, the performance and discharge
of Borrower's obligations hereunder, under the Loan Agreement, the Note and the
other Loan Documents and the performance and discharge of the Other Obligations.

     SECTION 15.7 ENTIRE AGREEMENT. The Note, the Loan Agreement, this Security
Instrument and the other Loan Documents constitute the entire understanding and
agreement between Borrower and Lender with respect to the transactions arising
in connection with the Debt and supersede all prior written or oral
understandings and agreements between Borrower and Lender with respect thereto.
Borrower hereby acknowledges that, except as incorporated in writing in the
Note, the Loan Agreement, this Security Instrument and the other Loan Documents,
there are not, and were not, and no persons are or were authorized by Lender to
make, any representations, understandings, stipulations, agreements or promises,
oral or written, with respect to the transaction which is the subject of the
Note, the Loan Agreement, this Security Instrument and the other Loan Documents.

     SECTION 15.8 LIMITATION ON LENDER'S RESPONSIBILITY. No provision of this
Security Instrument shall operate to place any obligation or liability for the
control, care, management or repair of the Property upon Lender, nor shall it
operate to make Lender responsible or liable for any waste committed on the
Property by the tenants or any other Person, or for any dangerous or defective
condition of the Property, or for any negligence in the management, upkeep,
repair or control of the Property resulting in loss or injury or death to any
tenant, licensee, employee or stranger. Nothing herein contained shall be
construed as constituting Lender a "mortgagee in possession."



                     Article 16 - STATE-SPECIFIC PROVISIONS

     Section 16.1 PRINCIPALS OF CONSTRUCTION. In the event of any
inconsistencies between the terms and provisions of this Security Instrument and
Article 16 of this Security Instrument, the terms and provisions of Article 16
shall govern and control.

     SECTION 16.2 OPEN-END MORTGAGE MAXIMUM PRINCIPAL AMOUNT. This Security
Instrument is an open-end mortgage made pursuant to Section 5301.232 of the Ohio
Revised Code, and shall secure the payment of all loan advances included within
the term "Debt," regardless of the time such advances are made. The maximum
amount of unpaid loan indebtedness, exclusive of interest thereon, which may be
outstanding at any time and secured hereby shall be the maximum principal amount
stated on the cover page of this Security Instrument. As permitted and provided
in Section 5301.233 of the Ohio Revised Code, this Security Instrument shall
also secure unpaid balances of advances made with respect to the Property for
the payment of taxes, assessments, insurance premiums, or costs incurred for the
protection of the Property and other costs which Lender is authorized by this
Security Instrument to pay on Borrower's behalf, plus interest thereon,
regardless of the time when such advances are made.

     SECTION 16.3 OHIO REMEDIES. Without limitation to the other terms and
provisions of this Security Instrument, Lender may, at its option, do all things
provided or permitted to be done by a mortgagee under Section 1311.14 of the
Ohio Revised Code and any amendment thereto, for the protection of Lender's
interest in the Property.

                         [NO FURTHER TEXT ON THIS PAGE]




     IN WITNESS WHEREOF, THIS SECURITY INSTRUMENT has been executed by Borrower
as of the day and year first above written.


                            BORROWER:

                            RVM GLIMCHER, LLC,
                            a Delaware limited liability company

                            By: Glimcher Properties Limited Partnership,
                                a Delaware limited partnership
                                its sole equity member

                                By: Glimcher Properties Corporation,
                                    a Delaware corporation
                                    its sole general partner


                                    By: /s/ George A. Schmidt
                                        -------------------------
                                        George A. Schmidt
                                        Executive Vice president



                                 ACKNOWLEDGEMENT



STATE OF OHIO           )
                        )ss:
COUNTY OF FRANKLIN      )

     Before me, a Notary Public in and for said County and State, personally
appeared George A. Schmidt, as executive vice president of Glimcher Properties
Corporation, a Delaware corporation, as sole general partner of Glimcher
Properties Limited Partnership, a Delaware limited partnership, as sole equity
member of RVM GLIMCHER, LLC, a Delaware limited liability company, who
acknowledged execution of the foregoing for and on behalf of said corporation,
limited partnership and limited liability company, and who, having been duly
sworn, stated that the execution thereof was his/her free act and deed and the
free act and deed of said corporation for and on behalf of said limited
partnership and limited liability company.



_______________________________________
Notary Public

My Commission Expires:_________________



Prepared by: Eugene P. Balshem
and upon recordation return to:
Stroock & Stroock & Lavan LLP
3160 Wachovia Financial Center

200 South Biscayne Boulevard
Miami, Florida  33131-5323
Attention: Eugene P. Balshem




                                    EXHIBIT A

                                LEGAL DESCRIPTION

                                [To Be Attached]

EX-10.98

                                                                   Exhibit 10.98


                         RVM GLIMCHER, LLC, AS ASSIGNOR
                                   (Borrower)

                                       TO

                     LEHMAN BROTHERS BANK, FSB, AS ASSIGNEE
                                    (Lender)

                                   ASSIGNMENT
                               OF LEASES AND RENTS

                      Dated:           As of December 15, 2005
                      Location:        River Valley Mall
                                       Lancaster, Ohio

                   PREPARED BY AND UPON RECORDATION RETURN TO:
                         Stroock & Stroock & Lavan, LLP
                    200 South Biscayne Boulevard, Suite 3160
                              Miami, Florida 33131
                       Attention: Eugene P. Balshem, Esq.





     THIS ASSIGNMENT OF LEASES AND RENTS (this "Assignment") made as of the 15th
day of December, 2005, by RVM GLIMCHER, LLC, a Delaware limited liability
company, having an address at 150 East Gay Street, Columbus, Ohio 43215
("Borrower") to LEHMAN BROTHERS BANK, FSB, a federal stock savings bank, having
an address at 1000 West Street, Suite 200, Wilmington, Delaware 19801
("Lender").

                              W I T N E S S E T H:
                              - - - - - - - - - -

     WHEREAS, this Assignment is given to secure a loan in the principal sum of
FIFTY MILLION 00/100 DOLLARS ($50,000,000.00) (the "Loan") or so much thereof as
may be advanced by Lender to the Borrower pursuant to that certain Loan
Agreement dated as of the date hereof (the "Loan Agreement") and evidenced by
that certain Promissory Note dated the date hereof made by Borrower to Lender
(the "Note"); and

     WHEREAS, Borrower desires to secure the payment of the Debt (as defined in
the Loan Agreement) and the performance of all of its obligations under the
Note, the Loan Agreement and the other Loan Documents.

     NOW THEREFORE, in consideration of the making of the Loan by Lender and the
covenants, agreements, representations and warranties set forth in this
Assignment:

                             ARTICLE 1 - ASSIGNMENT

     Section 1.1 PROPERTY ASSIGNED. Borrower hereby absolutely and
unconditionally assigns and grants to Lender the following property, rights,
interests and estates, now owned, or hereafter acquired by Borrower:

     (a) LEASES. All existing and future leases, subleases, licenses,
franchises, concessions or grants of other possessory interests, tenancies, and
any other agreements affecting the use, possession, enjoyment, or occupancy of
all or any part of that certain lot or piece of land, more particularly
described in Exhibit A annexed hereto and made a part hereof, together with the
buildings, structures, fixtures, additions, enlargements, extensions,
modifications, repairs, replacements and improvements now or hereafter located
thereon (collectively, the "Property") and the right, title and interest of
Borrower, its successors and assigns, therein and thereunder.

     (b) OTHER LEASES AND AGREEMENTS. All other leases and other agreements,
whether or not in writing, affecting the use, enjoyment or occupancy of the
Property or any portion thereof now or hereafter made, whether made before or
after the filing by or against Borrower of any petition for relief under 11
U.S.C. ss.101 et seq., as the same may be amended from time to time (the
"Bankruptcy Code") together with any extension, renewal or replacement of the
same, this Assignment of other present and future leases and present and future
agreements being effective without further or supplemental assignment. The
leases described in Subsection 1.1(a) and the leases and other agreements
described in this Subsection 1.1(b), together with all other present and future
leases and present and future agreements and any extension or renewal of the
same are collectively referred to as the "Leases".

     (c) RENTS. All rents, additional rents, revenues, income, issues and
profits arising from the Leases and renewals and replacements thereof and any
cash or security deposited in connection therewith and together with all rents,



revenues, income, issues and profits (including all oil and gas or other mineral
royalties and bonuses) from the use, enjoyment and occupancy of the Property
whether paid or accruing before or after the filing by or against Borrower of
any petition for relief under the Bankruptcy Code (collectively, the "Rents").

     (d) BANKRUPTCY CLAIMS. All of Borrower's claims and rights (the "Bankruptcy
Claims") to the payment of damages arising from any rejection by a lessee of any
Lease under the Bankruptcy Code.

     (e) LEASE GUARANTIES. All of Borrower's right, title and interest in and
claims under any and all lease guaranties, letters of credit and any other
credit support (individually, a "Lease Guaranty", collectively, the "Lease
Guaranties") given by any guarantor in connection with any of the Leases or
leasing commissions (individually, a "Lease Guarantor", collectively, the "Lease
Guarantors") to Borrower.

     (f) PROCEEDS. All proceeds from the sale or other disposition of the
Leases, the Rents, the Lease Guaranties and the Bankruptcy Claims.

     (g) OTHER. All rights, powers, privileges, options and other benefits of
Borrower as lessor under the Leases and beneficiary under the Lease Guaranties,
including without limitation the immediate and continuing right to make claim
for, receive, collect and receipt for all Rents payable or receivable under the
Leases and all sums payable under the Lease Guaranties or pursuant thereto (and
to apply the same to the payment of the Debt or the Other Obligations), and to
do all other things which Borrower or any lessor is or may become entitled to do
under the Leases or the Lease Guaranties.

     (h) ENTRY. The right, at Lender's option, upon revocation of the license
granted herein, to enter upon the Property in person, by agent or by
court-appointed receiver, to collect the Rents.

     (i) POWER OF ATTORNEY. Borrower's irrevocable power of attorney, coupled
with an interest, to take any and all of the actions set forth in Section 3.1 of
this Assignment and any or all other actions designated by Lender for the proper
management and preservation of the Property.

     (j) OTHER RIGHTS AND AGREEMENTS. Any and all other rights of Borrower in
and to the items set forth in subsections (a) through (i) above, and all
amendments, modifications, replacements, renewals and substitutions thereof.

                         ARTICLE 2 - TERMS OF ASSIGNMENT

     Section 2.1 PRESENT ASSIGNMENT AND LICENSE BACK. It is intended by Borrower
that this Assignment constitute a present, absolute assignment of the Leases,
Rents, Lease Guaranties and Bankruptcy Claims, and not an assignment for
additional security only. Nevertheless, subject to the terms of this Section
2.1, Lender grants to Borrower a revocable license to collect, receive, use and
enjoy the Rents and other sums due under the Lease Guaranties. Borrower shall
hold the Rents and all sums received pursuant to any Lease Guaranty, or a



portion thereof sufficient to discharge all current sums due on the Debt, in
trust for the benefit of Lender for use in the payment of such sums.

     Section 2.2 NOTICE TO LESSEES. Borrower hereby authorizes and directs the
lessees named in the Leases or any other future lessees or occupants of the
Property and all Lease Guarantors to pay over to Lender or to such other party
as Lender directs all Rents and all sums due under any Lease Guaranties upon
receipt from Lender of written notice to the effect that Lender is then the
holder of this Assignment and that an Event of Default (as defined in the Loan
Agreement) exists, and to continue so to do until otherwise notified by Lender.

     Section 2.3 INCORPORATION BY REFERENCE. All representations, warranties,
covenants, conditions and agreements contained in the Loan Agreement and the
other Loan Documents as same may be modified, renewed, substituted or extended
are hereby made a part of this Assignment to the same extent and with the same
force as if fully set forth herein.

                              ARTICLE 3 - REMEDIES

     Section 3.1 REMEDIES OF LENDER. Upon or at any time after the occurrence of
an Event of Default, the license granted to Borrower in Section 2.1 of this
Assignment shall automatically be revoked, and Lender shall immediately be
entitled to possession of all Rents and sums due under any Lease Guaranties,
whether or not Lender enters upon or takes control of the Property. In addition,
Lender may, at its option, without waiving such Event of Default, without regard
to the adequacy of the security for the Debt, either in person or by agent,
nominee or attorney, with or without bringing any action or proceeding, or by a
receiver appointed by a court, dispossess Borrower and its agents and servants
from the Property, without liability for trespass, damages or otherwise and
exclude Borrower and its agents or servants wholly therefrom, and take
possession of the Property and all books, records and accounts relating thereto
and have, hold, manage, lease and operate the Property on such terms and for
such period of time as Lender may deem proper and either with or without taking
possession of the Property in its own name, demand, sue for or otherwise collect
and receive all Rents and sums due under all Lease Guaranties, including those
past due and unpaid with full power to make from time to time all alterations,
renovations, repairs or replacements thereto or thereof as Lender may deem
proper and may apply the Rents and sums received pursuant to any Lease
Guaranties to the payment of the following in such order and proportion as
Lender in its sole discretion may determine, any law, custom or use to the
contrary notwithstanding: (a) all expenses of managing and securing the
Property, including, without being limited thereto, the salaries, fees and wages
of a managing agent and such other employees or agents as Lender may deem
necessary or desirable and all expenses of operating and maintaining the
Property, including, without being limited thereto, all taxes, charges, claims,
assessments, water charges, sewer rents and any other liens, and premiums for
all insurance which Lender may deem necessary or desirable, and the cost of all
alterations, renovations, repairs or replacements, and all expenses incident to
taking and retaining possession of the Property; and (b) the Debt, together with
all costs and reasonable attorneys' fees. In addition, upon the occurrence of an
Event of Default, Lender, at its option, may (1) complete any construction on
the Property in such manner and form as Lender deems advisable, (2) exercise all
rights and powers of Borrower, including, without limitation, the right to
negotiate, execute, cancel, enforce or modify Leases, obtain and evict tenants,
and demand, sue for, collect and receive all Rents from the Property and all
sums due under any Lease Guaranties, (3) either require Borrower to pay monthly



in advance to Lender, or any receiver appointed to collect the Rents, the fair
and reasonable rental value for the use and occupancy of such part of the
Property as may be in possession of Borrower or (4) require Borrower to vacate
and surrender possession of the Property to Lender or to such receiver and, in
default thereof, Borrower may be evicted by summary proceedings or otherwise.

     Section 3.2 OTHER REMEDIES. Nothing contained in this Assignment and no act
done or omitted by Lender pursuant to the power and rights granted to Lender
hereunder shall be deemed to be a waiver by Lender of its rights and remedies
under the Loan Agreement, the Note, or the other Loan Documents and this
Assignment is made and accepted without prejudice to any of the rights and
remedies possessed by Lender under the terms thereof. The right of Lender to
collect the Debt and to enforce any other security therefor held by it may be
exercised by Lender either prior to, simultaneously with, or subsequent to any
action taken by it hereunder. Borrower hereby absolutely, unconditionally and
irrevocably waives any and all rights to assert any setoff, counterclaim or
crossclaim of any nature whatsoever with respect to the obligations of Borrower
under this Assignment, the Loan Agreement, the Note, the other Loan Documents or
otherwise with respect to the Loan in any action or proceeding brought by Lender
to collect same, or any portion thereof, or to enforce and realize upon the lien
and security interest created by this Assignment, the Loan Agreement, the Note,
or any of the other Loan Documents (provided, however, that the foregoing shall
not be deemed a waiver of Borrower's right to assert any compulsory counterclaim
if such counterclaim is compelled under local law or rule of procedure, nor
shall the foregoing be deemed a waiver of Borrower's right to assert any claim
which would constitute a defense, setoff, counterclaim or crossclaim of any
nature whatsoever against Lender in any separate action or proceeding).

     Section 3.3 OTHER SECURITY. Lender may take or release other security for
the payment of the Debt, may release any party primarily or secondarily liable
therefor and may apply any other security held by it to the reduction or
satisfaction of the Debt without prejudice to any of its rights under this
Assignment.

     Section 3.4 NON-WAIVER. The exercise by Lender of the option granted it in
Section 3.1 of this Assignment and the collection of the Rents and sums due
under the Lease Guaranties and the application thereof as herein provided shall
not be considered a waiver of any default by Borrower under the Note, the Loan
Agreement, the Leases, this Assignment or the other Loan Documents. The failure
of Lender to insist upon strict performance of any term hereof shall not be
deemed to be a waiver of any term of this Assignment. Borrower shall not be
relieved of Borrower's obligations hereunder by reason of (a) the failure of
Lender to comply with any request of Borrower or any other party to take any
action to enforce any of the provisions hereof or of the Loan Agreement, the
Note or the other Loan Documents, (b) the release regardless of consideration,
of the whole or any part of the Property, or (c) any agreement or stipulation by
Lender extending the time of payment or otherwise modifying or supplementing the
terms of this Assignment, the Loan Agreement, the Note, or the other Loan
Documents. Lender may resort for the payment of the Debt to any other security
held by Lender in such order and manner as Lender, in its discretion, may elect.
Lender may take any action to recover the Debt, or any portion thereof, or to
enforce any covenant hereof without prejudice to the right of Lender thereafter
to enforce its rights under this Assignment. The rights of Lender under this
Assignment shall be separate, distinct and cumulative and none shall be given



effect to the exclusion of the others. No act of Lender shall be construed as an
election to proceed under any one provision herein to the exclusion of any other
provision.

     Section 3.5 BANKRUPTCY. (a) Upon or at any time after the occurrence of an
Event of Default, Lender shall have the right to proceed in its own name or in
the name of Borrower in respect of any claim, suit, action or proceeding
relating to the rejection of any Lease, including, without limitation, the right
to file and prosecute, to the exclusion of Borrower, any proofs of claim,
complaints, motions, applications, notices and other documents, in any case in
respect of the lessee under such Lease under the Bankruptcy Code.

     (b) If there shall be filed by or against Borrower a petition under the
Bankruptcy Code, and Borrower, as lessor under any Lease, shall determine to
reject such Lease pursuant to Section 365(a) of the Bankruptcy Code, then
Borrower shall give Lender not less than ten (10) days' prior notice of the date
on which Borrower shall apply to the bankruptcy court for authority to reject
the Lease. Lender shall have the right, but not the obligation, to serve upon
Borrower within such ten-day period a notice stating that (i) Lender demands
that Borrower assume and assign the Lease to Lender pursuant to Section 365 of
the Bankruptcy Code and (ii) Lender covenants to cure or provide adequate
assurance of future performance under the Lease. If Lender serves upon Borrower
the notice described in the preceding sentence, Borrower shall not seek to
reject the 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 Lender of the covenant provided for in
clause (ii) of the preceding sentence.

                  ARTICLE 4 - NO LIABILITY, FURTHER ASSURANCES

     Section 4.1 NO LIABILITY OF LENDER. This Assignment shall not be construed
to bind Lender to the performance of any of the covenants, conditions or
provisions contained in any Lease or Lease Guaranty or otherwise impose any
obligation upon Lender. Lender shall not be liable for any loss sustained by
Borrower resulting from Lender's failure to let the Property after an Event of
Default or from any other act or omission of Lender in managing the Property
after an Event of Default unless such loss is caused by the willful misconduct
and bad faith of Lender. Lender shall not be obligated to perform or discharge
any obligation, duty or liability under the Leases or any Lease Guaranties or
under or by reason of this Assignment and Borrower shall, and hereby agrees to,
indemnify Lender for, and to hold Lender harmless from, any and all liability,
loss or damage which may or might be incurred under the Leases, any Lease
Guaranties or under or by reason of this Assignment and from any and all claims
and demands whatsoever, including the defense of any such claims or demands
which may be asserted against Lender by reason of any alleged obligations and
undertakings on its part to perform or discharge any of the terms, covenants or
agreements contained in the Leases or any Lease Guaranties. Should Lender incur
any such liability, the amount thereof, including costs, expenses and reasonable
attorneys' fees, shall be secured by this Assignment and by the Mortgage
encumbering the Property and the other Loan Documents and Borrower shall
reimburse Lender therefor immediately upon demand and upon the failure of
Borrower so to do Lender may, at its option, declare all sums secured by this
Assignment and by the Mortgage encumbering the Property and the other Loan
Documents immediately due and payable. This Assignment shall not operate to
place any obligation or liability for the control, care, management or repair of
the Property upon Lender, nor for the carrying out of any of the terms and
conditions of the Leases or any Lease Guaranties; nor shall it operate to make



Lender responsible or liable for any waste committed on the Property by the
tenants or any other parties, or for any dangerous or defective condition of the
Property including, without limitation, the presence of any Hazardous Substances
(as defined in the Mortgage), or for any negligence in the management, upkeep,
repair or control of the Property resulting in loss or injury or death to any
tenant, licensee, employee or stranger.

     Section 4.2 NO MORTGAGEE IN POSSESSION. Nothing herein contained shall be
construed as constituting Lender a "mortgagee in possession" in the absence of
the taking of actual possession of the Property by Lender. In the exercise of
the powers herein granted Lender, no liability shall be asserted or enforced
against Lender, all such liability being expressly waived and released by
Borrower.

     Section 4.3 FURTHER ASSURANCES. Borrower will, at the cost of Borrower, and
without expense to Lender, do, execute, acknowledge and deliver all and every
such further acts, conveyances, assignments, notices of assignments, transfers
and assurances as Lender shall, from time to time, require for the better
assuring, conveying, assigning, transferring and confirming unto Lender the
property and rights hereby assigned or intended now or hereafter so to be, or
which Borrower may be or may hereafter become bound to convey or assign to
Lender, or for carrying out the intention or facilitating the performance of the
terms of this Assignment or for filing, registering or recording this Assignment
and, on demand, will execute and deliver and hereby authorizes Lender to execute
in the name of Borrower to the extent Lender may lawfully do so, one or more
financing statements, chattel mortgages or comparable security instruments, to
evidence more effectively the lien and security interest hereof in and upon the
Leases.

                      ARTICLE 5 - MISCELLANEOUS PROVISIONS

     Section 5.1 CONFLICT OF TERMS. In case of any conflict between the terms of
this Assignment and the terms of the Loan Agreement, the terms of the Loan
Agreement shall prevail.

     Section 5.2 NO ORAL CHANGE. This Assignment and any provisions hereof may
not be modified, amended, waived, extended, changed, discharged or terminated
orally, or by any act or failure to act on the part of Borrower or Lender, but
only by an agreement in writing signed by the party against whom the enforcement
of any modification, amendment, waiver, extension, change, discharge or
termination is sought.

     Section 5.3 GENERAL DEFINITIONS. All capitalized terms not defined herein
shall have the respective meanings set forth in the Loan Agreement. Unless the
context clearly indicates a contrary intent or unless otherwise specifically
provided herein, words used in this Assignment may be used interchangeably in
singular or plural form and the word "Borrower" shall mean "each Borrower and
any subsequent owner or owners of the Property or any part thereof or interest
therein," the word "Lender" shall mean "Lender and any subsequent holder of the
Note, the word "Note" shall mean "the Note and any other evidence of
indebtedness secured by the Loan Agreement, the word "Property" shall include
any portion of the Property and any interest therein, the phrases "attorneys'
fees", "legal fees" and "counsel fees shall include any and all attorney's,
paralegal and law clerk fees and disbursements, including, but not limited to,



fees and disbursements at the pre-trial, trial and appellate levels incurred or
paid by Lender in protecting its interest in the Property, the Leases and the
Rents and enforcing its rights hereunder; whenever the context may require, any
pronouns used herein shall include the corresponding masculine, feminine or
neuter forms, and the singular form of nouns and pronouns shall include the
plural and vice versa.

     Section 5.4 INAPPLICABLE PROVISIONS. If any term, covenant or condition of
this Assignment is held to be invalid, illegal or unenforceable in any respect,
this Assignment shall be construed without such provision.

     Section 5.5 GOVERNING LAW. (A) THIS ASSIGNMENT WAS NEGOTIATED IN THE STATE
OF NEW YORK, AND MADE BY BORROWER AND ACCEPTED BY LENDER IN THE STATE OF NEW
YORK, AND THE PROCEEDS OF THE NOTE SECURED HEREBY WERE DISBURSED FROM THE STATE
OF 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 LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS ASSIGNMENT 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 (WITHOUT REGARD TO PRINCIPLES OF CONFLICT LAWS) AND ANY APPLICABLE LAW OF
THE UNITED STATES OF AMERICA, EXCEPT THAT AT ALL TIMES THE PROVISIONS FOR THE
CREATION, PERFECTION, AND ENFORCEMENT OF THE LIENS AND SECURITY INTERESTS
CREATED PURSUANT HERETO AND PURSUANT TO THE OTHER LOAN DOCUMENTS WITH RESPECT TO
THE PROPERTY SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAW OF THE
STATE IN WHICH THE PROPERTY IS LOCATED, IT BEING UNDERSTOOD THAT, TO THE FULLEST
EXTENT PERMITTED BY THE LAW OF SUCH STATE, THE LAW OF THE STATE OF NEW YORK
SHALL GOVERN THE CONSTRUCTION, VALIDITY AND ENFORCEABILITY OF ALL LOAN DOCUMENTS
AND ALL OF THE OBLIGATIONS ARISING HEREUNDER OR THEREUNDER. TO THE FULLEST
EXTENT PERMITTED BY LAW, BORROWER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES
ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS
ASSIGNMENT AND THE NOTE, AND THIS ASSIGNMENT AND THE NOTE SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO
SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

     (B) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR BORROWER ARISING
OUT OF OR RELATING TO THIS ASSIGNMENT MAY AT LENDER'S OPTION BE INSTITUTED IN
ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT
TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND BORROWER WAIVES



ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM
NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND BORROWER HEREBY
IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR
PROCEEDING. BORROWER DOES HEREBY DESIGNATE AND APPOINT:

               Corporation Service Company
               80 State Street
               Albany, New York 12207-2543

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 AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE
MAILED OR DELIVERED TO BORROWER IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN
EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON BORROWER IN ANY SUCH SUIT,
ACTION OR PROCEEDING IN THE STATE OF NEW YORK. BORROWER (I) SHALL GIVE PROMPT
NOTICE TO LENDER 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 SUBSTITUTE AGENT AND OFFICE SHALL BE
DESIGNATED AS THE PERSON AND 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 5.6 TERMINATION OF ASSIGNMENT. Upon payment in full of the Debt,
this Assignment shall become and be void and of no effect.

     Section 5.7 NOTICES. All notices or other written communications hereunder
shall be delivered in accordance with Section 10.6 of the Loan Agreement.

     Section 5.8 WAIVER OF TRIAL BY JURY. BORROWER HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR
INDIRECTLY TO THE LOAN EVIDENCED BY THE NOTE, THE APPLICATION FOR THE LOAN
EVIDENCED BY THE NOTE, THIS ASSIGNMENT, THE NOTE, OR THE OTHER LOAN DOCUMENTS OR
ANY ACTS OR OMISSIONS OF LENDER, ITS OFFICERS, EMPLOYEES, DIRECTORS OR AGENTS IN
CONNECTION THEREWITH.

     Section 5.9 EXCULPATION. The provisions of Section 9.4 of the Loan
Agreement are hereby incorporated by reference into this Assignment to the same
extent and with the same force as if fully set forth herein.

     Section 5.10 SUCCESSORS AND ASSIGNS. This Assignment shall be binding upon
and inure to the benefit of Borrower and Lender and their respective successors
and assigns forever.

     Section 5.11 HEADINGS, ETC. The headings and captions of various paragraphs
of this Assignment are for convenience of reference only and are not to be
construed as defining or limiting, in any way, the scope or intent of the
provisions hereof.




     IN WITNESS WHEREOF, Borrower has executed this instrument the day and year
first above written.


                          BORROWER:

                          RVM GLIMCHER, LLC,
                          a Delaware limited liability company

                          By: Glimcher Properties Limited Partnership,
                              a Delaware limited partnership
                              its sole equity member

                              By: Glimcher Properties Corporation,
                                  a Delaware corporation
                                  its sole general partner


                                  By: /s/ George A. Schmidt
                                      -------------------------
                                      George A. Schmidt
                                      Executive Vice President




                                 ACKNOWLEDGEMENT
                                 ---------------





STATE OF OHIO         )
                      )ss:
COUNTY OF FRANKLIN    )

     Before me, a Notary Public in and for said County and State, personally
appeared George A. Schmidt, as executive vice president of Glimcher Properties
Corporation, a Delaware corporation, as sole general partner of Glimcher
Properties Limited Partnership, a Delaware limited partnership, as sole equity
member of RVM GLIMCHER, LLC, a Delaware limited liability company, who
acknowledged execution of the foregoing for and on behalf of said corporation,
limited partnership and limited liability company, and who, having been duly
sworn, stated that the execution thereof was his/her free act and deed and the
free act and deed of said corporation for and on behalf of said limited
partnership and limited liability company.



_______________________________________
Notary Public

My Commission Expires:_________________



Prepared by: Eugene P. Balshem
and upon recordation return to:
Stroock & Stroock & Lavan LLP
3160 Wachovia Financial Center
200 South Biscayne Boulevard
Miami, Florida  33131-5323
Attention: Eugene P. Balshem





                                    EXHIBIT A
                                    ---------

                                LEGAL DESCRIPTION

EX-10.99

                                                                   Exhibit 10.99

                                                              New York, New York
                                                         As of December 15, 2005


                  GUARANTY OF RECOURSE OBLIGATIONS OF BORROWER

     FOR VALUE RECEIVED, and to induce LEHMAN BROTHERS BANK, FSB, a federal
stock savings bank, having an address at 1000 West Street, Suite 200,
Wilmington, Delaware 19801 ("Lender"), to lend to RVM GLIMCHER, LLC, a Delawarel
limited liability company having an address at 150 East Gay Street, Columbus,
Ohio 43215 ("Borrower"), the principal sum of FIFTY MILLION And 00/100 Dollars
($50,000,000.00) (the "Loan"), advanced pursuant to that certain Loan Agreement,
dated as of the date hereof, between Borrower and Lender (as the same may be
amended, restated, replaced, supplemented or otherwise modified from time to
time, the "Loan Agreement") and evidenced by the Note (as defined in the Loan
Agreement) and the other Loan Documents (as defined in the Loan Agreement). All
capitalized words and phrases not otherwise defined herein shall have the
meanings ascribed to them in the Loan Agreement.

     The undersigned, GLIMCHER PROPERTIES LIMITED PARTNERSHIP, a Delaware
limited partnership, having an address at 150 East Gay Street, Columbus, Ohio
43215 (hereinafter referred to as "Guarantor") hereby absolutely and
unconditionally guarantees to Lender the prompt and unconditional payment of the
Guaranteed Recourse Obligations of Borrower (hereinafter defined).

     It is expressly understood and agreed that this is a continuing guaranty
and that the obligations of Guarantor hereunder are and shall be absolute under
any and all circumstances, without regard to the validity, regularity or
enforceability of the Note, the Loan Agreement, or the other Loan Documents, a
true copy of each of said documents Guarantor hereby acknowledges having
received and reviewed.

     The term "Debt" as used in this Guaranty of Recourse Obligations of
Borrower (the "Guaranty") shall mean the principal sum evidenced by the Note and
secured by the Security Instrument, or so much thereof as may be outstanding
from time to time, together with interest thereon at the rate of interest
specified in the Note and all other sums other than principal or interest which
may or shall become due and payable pursuant to the provisions of the Note, the
Loan Agreement, or the other Loan Documents.

     The term "Guaranteed Recourse Obligations of Borrower" as used in this
Guaranty shall mean all obligations and liabilities of Borrower for which
Borrower shall be personally liable pursuant to the Note, the Loan Agreement, or
the other Loan Documents.

     Any indebtedness of Borrower to Guarantor now or hereafter existing
(including, but not limited to, any rights to subrogation Guarantor may have as
a result of any payment by Guarantor under this Guaranty), together with any
interest thereon, shall be, and such indebtedness is, hereby deferred, postponed
and subordinated to the prior payment in full of the Debt. Until payment in full
of the Debt (and including interest accruing on the Note after the commencement
of a proceeding by or against Borrower under the Bankruptcy Code and the
regulations adopted and promulgated pursuant thereto, which interest the parties
agree shall remain a claim that is prior and superior to any claim of Guarantor



notwithstanding any contrary practice, custom or ruling in cases under the
Bankruptcy Code generally), Guarantor agrees not to accept any payment or
satisfaction of any kind of indebtedness of Borrower to Guarantor and hereby
assigns such indebtedness to Lender, including the right to file proof of claim
and to vote thereon in connection with any such proceeding under the Bankruptcy
Code, including the right to vote on any plan of reorganization. Further, if
Guarantor shall comprise more than one person, firm or corporation, Guarantor
agrees that until such payment in full of the Debt, (a) no one of them shall
accept payment from the others by way of contribution on account of any payment
made hereunder by such party to Lender, (b) no one of them will take any action
to exercise or enforce any rights to such contribution, and (c) if any of
Guarantor should receive any payment, satisfaction or security for any
indebtedness of Borrower to any of Guarantor or for any contribution by the
others of Guarantor for payment made hereunder by the recipient to Lender, the
same shall be delivered to Lender in the form received, endorsed or assigned as
may be appropriate for application on account of, or as security for, the Debt
and until so delivered, shall be held in trust for Lender as security for the
Debt.

     Guarantor agrees that, with or without notice or demand, Guarantor will
reimburse Lender, to the extent that such reimbursement is not made by Borrower,
for all expenses (including counsel fees and disbursements) incurred by Lender
in connection with the collection of the Guaranteed Recourse Obligations of
Borrower or any portion thereof or with the enforcement of this Guaranty.

     All moneys available to Lender for application in payment or reduction of
the Debt may be applied by Lender in such manner and in such amounts and at such
time or times and in such order and priority as Lender may see fit to the
payment or reduction of such portion of the Debt as Lender may elect.

     Guarantor hereby waives notice of the acceptance hereof, presentment,
demand for payment, protest, notice of protest, or any and all notice of
non-payment, non-performance or non-observance, or other proof, or notice or
demand, whereby to charge Guarantor therefor.

     Guarantor further agrees that the validity of this Guaranty and the
obligations of Guarantor hereunder shall in no way be terminated, affected or
impaired (a) by reason of the assertion by Lender of any rights or remedies
which it may have under or with respect to either the Note, the Loan Agreement,
or the other Loan Documents, against any person obligated thereunder or the
Properties covered under the Loan Agreement, or (b) by reason of any failure to
file or record any of such instruments or to take or perfect any security
intended to be provided thereby, or (c) by reason of the release of any of the
Properties covered under the Loan Agreement or other collateral for the Loan, or
(d) by reason of Lender's failure to exercise, or delay in exercising, any such
right or remedy or any right or remedy Lender may have hereunder or in respect
to this Guaranty, or (e) by reason of the commencement of a case under the
Bankruptcy Code by or against any person obligated under the Note, the Loan
Agreement or the other Loan Documents, or the death of any Guarantor, or (f) by
reason of any payment made on the Debt or any other indebtedness arising under
the Note, the Loan Agreement, or the other Loan Documents, whether made by
Borrower or Guarantor or any other person, which is required to be refunded
pursuant to any bankruptcy or insolvency law; it being understood that no


                                       2


payment so refunded shall be considered as a payment of any portion of the Debt,
nor shall it have the effect of reducing the liability of Guarantor hereunder.
It is further understood, that if Borrower shall have taken advantage of, or be
subject to the protection of, any provision in the Bankruptcy Code, the effect
of which is to prevent or delay Lender from taking any remedial action against
Borrower, including the exercise of any option Lender has to declare the Debt
due and payable on the happening of any default or event by which under the
terms of the Note, the Loan Agreement, or the other Loan Documents, the Debt
shall become due and payable, Lender may, as against Guarantor, nevertheless,
declare the Debt due and payable and enforce any or all of its rights and
remedies against Guarantor provided for herein.

     Guarantor further covenants that this Guaranty shall remain and continue in
full force and effect as to any modification, extension or renewal of the Note,
the Loan Agreement, or the other Loan Documents, that Lender shall not be under
a duty to protect, secure or insure any Property covered under the Loan
Agreement, and that other indulgences or forbearance may be granted under any or
all of such documents, all of which may be made, done or suffered without notice
to, or further consent of, Guarantor.

     As a further inducement to Lender to make the Loan and in consideration
thereof, Guarantor further covenants and agrees (a) that in any action or
proceeding brought by Lender against Guarantor on this Guaranty, Guarantor shall
and does hereby waive trial by jury, (b) that the Supreme Court of the State of
New York for the County of New York, or, in a case involving diversity of
citizenship, the United States District Court for the Southern District of New
York, shall have exclusive jurisdiction of any such action or proceeding, and
(c) that service of any summons and complaint or other process in any such
action or proceeding may be made by registered or certified mail directed to
Guarantor at Guarantor's address set forth above, Guarantor waiving personal
service thereof. Nothing in this Guaranty will be deemed to preclude Lender from
bringing an action or proceeding with respect hereto in any other jurisdiction.

     This is a guaranty of payment and not of collection and upon any default of
Borrower under the Note, the Loan Agreement, or the other Loan Documents, Lender
may, at its option, proceed directly and at once, without notice, against
Guarantor to collect and recover the full amount of the liability hereunder or
any portion thereof, without proceeding against Borrower or any other person, or
foreclosing upon, selling, or otherwise disposing of or collecting or applying
against any of the mortgaged property or other collateral for the Loan.
Guarantor hereby waives the pleading of any statute of limitations as a defense
to the obligation hereunder.

     Each reference herein to Lender shall be deemed to include its successors
and assigns, to whose favor the provisions of this Guaranty shall also inure.
Each reference herein to Guarantor shall be deemed to include the heirs,
executors, administrators, legal representatives, successors and assigns of
Guarantor, all of whom shall be bound by the provisions of this Guaranty.

     If any party hereto shall be a partnership, the agreements and obligations
on the part of Guarantor herein contained shall remain in force and application
notwithstanding any changes in the individuals composing the partnership and the
term "Guarantor" shall include any altered or successive partnerships but the


                                       3


predecessor partnerships and their partners shall not thereby be released from
any obligations or liability hereunder.

     Guarantor (and its representative, executing below, if any) has full power,
authority and legal right to execute this Guaranty and to perform all its
obligations under this Guaranty.

     All understandings, representations and agreements heretofore had with
respect to this Guaranty are merged into this Guaranty which alone fully and
completely expresses the agreement of Guarantor and Lender.

     This Guaranty may be executed in one or more counterparts by some or all of
the parties hereto, each of which counterparts shall be an original and all of
which together shall constitute a single agreement of Guaranty. The failure of
any party hereto to execute this Guaranty, or any counterpart hereof, shall not
relieve the other signatories from their obligations hereunder.

     This Guaranty may not be modified, amended, waived, extended, changed,
discharged or terminated orally or by any act or failure to act on the part of
Lender or Borrower, but only by an agreement in writing signed by the party
against whom enforcement of any modification, amendment, waiver, extension,
change, discharge or termination is sought.

     This Guaranty shall be governed, construed and interpreted as to validity,
enforcement and in all other respects, in accordance with the laws of the State
of New York.

                         [NO FURTHER TEXT ON THIS PAGE]




                                       4


     IN WITNESS WHEREOF, Guarantor has duly executed this Guaranty as of the
date first above set forth.

                                GUARANTOR:

                                GLIMCHER PROPERTIES LIMITED
                                PARTNERSHIP, a Delaware limited partnership

                                By: Glimcher Properties Corporation, a
                                    Delaware corporation

                                    By: /s/ George A. Schmidt
                                        -------------------------
                                        George A. Schmidt
                                        Executive Vice President

EX-10.100

                                                                  Exhibit 10.100


                         AGREEMENT OF PURCHASE AND SALE

                                     BETWEEN


                        COYOTE TULSA MALL, L.L.C., SELLER


                                       AND


               GLIMCHER PROPERTIES LIMITED PARTNERSHIP, PURCHASER



                                TABLE OF CONTENTS

                                                                            Page

Article I. Property............................................................1

Article II. Purchase Price and Deposits........................................2

Article III. Failure to Close..................................................4
   3.1         PURCHASER'S DEFAULT.............................................4

   3.2         Seller's Default................................................5

   3.3         Closing.........................................................5

   3.4         Closing Procedure...............................................6

   3.5         Purchaser's Performance.........................................7

   3.6         Evidence of Authority; Miscellaneous............................7

Article IV. Prorations of Rents, Taxes, Etc.; Expenses.........................8
   4.1         Effective Time of Proration.....................................8

   4.2         Real Property Taxes.............................................8

   4.3         Security Deposits...............................................8

   4.4         Personal Property Taxes, Permit Fees, Service Contracts.........9

   4.5         Rents...........................................................9

   4.6         Utilities......................................................11

   4.7         Leasing Commissions and Tenant Improvements....................11

   4.8         Estimates; Post-Closing Adjustments............................12

   4.9         Reconciliation of Tenant Reimbursable Charges..................12

   4.10        Expenses.......................................................13

Article V. Purchaser Inspections and Contingencies............................14
   5.1         Document Inspection............................................14

   5.2         Physical Inspection............................................14

   5.3         Feasibility Period.............................................16


                                        i


   5.4         Survey Contingency.............................................17

   5.5         Title Contingency..............................................19

   5.6         Estoppels; SNDAs...............................................21

   5.7         Service Contracts..............................................22

   5.8         Additional Conditions of Closing...............................23

Article VI. Loss due to Casualty or Condemnation..............................24
   6.1         Loss due to Condemnation.......................................24

   6.2         Loss due to Casualty...........................................25

Article VII. Operation and Maintenance of the Property........................26
   7.1         Maintenance, Operation and Insurance...........................26

   7.2         Leasing........................................................27

Article VIII. Broker..........................................................29

Article IX. Representations and Warranties....................................30
   9.1         Limitations on Representations and Warranties..................30

   9.2         Representations and Warranties.................................31

   9.3         Seller's Knowledge.............................................34

   9.4         Survival.......................................................34

   9.5         Representations and Warranties of Purchaser....................35

Article X. Assignment.........................................................35

Article XI. Notices...........................................................36

Article XII. Miscellaneous....................................................37
   12.1        Successors and Assigns.........................................37

   12.2        Gender.........................................................37

   12.3        Captions.......................................................37

   12.4        Construction...................................................38

   12.5        Entire Agreement...............................................38

   12.6        Recording......................................................38


                                       ii


   12.7        No Continuance.................................................38

   12.8        Time of Essence................................................38

   12.9        Original Document..............................................38

   12.10       Governing Law..................................................38

   12.11       Acceptance of Offer............................................39

   12.12       Confidentiality................................................39

   12.13       Surviving Covenants............................................39

   12.14       Maximum Aggregate Liability....................................40

   12.15       Section 1031 Exchange..........................................40

   12.16       Facsimile Signatures...........................................40

   12.17       WAIVER OF JURY TRIAL...........................................41

   12.18       ERISA..........................................................41


Exhibit A     _     Description of Land

Exhibit B     _     Rent Roll

Exhibit C     _     Limited Warranty Deed

Exhibit D     _     Bill of Sale and General Assignment

Exhibit E     _     Assignment and Assumption of Leases and Security Deposits

Exhibit F-1   _     Form of J.C. Penney and Hollywood Theaters Estoppel

Exhibit F-2   _     Form of Anchor Estoppel

Exhibit F-3   _     Form of Tenant Estoppel

Exhibit G     _     FIRPTA Certificate

Exhibit H     _     List of Due Diligence Items

Exhibit I     _     Pending Litigation

Exhibit J     _     List of Maintenance and Service Contracts


                                      iii


Exhibit K     _     Assignment and Assumption of Service Contracts

Exhibit L     _     Assignment and Assumption of REA

Exhibit M     _     Tenant Notice Letter

Exhibit N     _     List of Required Tenants




                                       iv


                         AGREEMENT OF PURCHASE AND SALE

     THIS AGREEMENT OF PURCHASE AND SALE is made by and between COYOTE TULSA
MALL, L.L.C., a Delaware limited liability company ("Seller"), and GLIMCHER
PROPERTIES LIMITED PARTNERSHIP, ("Purchaser"), as of the "Effective Date" (as
defined below).

                                   Article I.

                                    Property
                                    --------

     Seller hereby agrees to sell, and Purchaser hereby agrees to buy, all of
Seller's right title and interest in the following property: (a) an
approximately 34.32 acre parcel of real property (provided that the foregoing
acreage includes the Dillard's, Foley's and Mervyn's parcels, which are owned by
their respective department store occupants and are not included in the sale),
together with all and singular the easements, covenants, agreements, rights,
privileges, tenements, hereditaments and appurtenances thereunto now or
hereafter belonging or appertaining, including, but not limited to, that certain
Amended and Restated Grant of Reciprocal Easements, Declaration of Covenants
Running with the Land and Development Agreement, by and among Seller, The May
Department Stores Company ("May"), Dillard's, Inc. ("Dillards"), and Mervyn's
subsidiary of Target Corporation ("Mervyn's"), dated January 15, 1997 (the
"REA"), as supplemented by Dillard's Supplemental Agreement dated January 13,
1997 (the "Dillard Supplement"), May Supplemental Agreement dated January 13,
1997 (the "May Supplement"), and Mervyn's Supplement Agreement (the "Mervyn's
Supplement"), located in the City of Tulsa, State of Oklahoma, more particularly
described on Exhibit A attached to this Agreement (collectively, the "Land");
(b) the enclosed regional shopping mall located on the Land containing in the
aggregate approximately 438,481 square feet of space (which square footage


                                       1


includes approximately 169,091 square feet of space leased to J.C. Penney
Company, Inc.) (the "Building"), and other improvements of every kind located
in, on and over the Land, generally known as "Tulsa Promenade" (the
"Improvements"); (c) all tenant leases and license agreements relating to the
Improvements, being the leases and license agreements referred to on the Rent
Roll attached hereto as Exhibit B, as the same is updated at the time of
Closing, (the "Leases") (the Land, Improvements, and Leases are referred to
herein, collectively, as the "Real Property"); (d) all furniture, fixtures,
equipment, and other personal property (both tangible and intangible, including,
without limitation, any Service Contracts (as defined below) applicable thereto,
other than the property management agreement, which, unless otherwise requested
by Purchaser, shall be terminated), contract rights, tenant lists, advertising
materials, telephone numbers, domain names, trade names, trade rights, and
Seller's interest in the name "Tulsa Promenade" to the extent any of the
foregoing is owned by Seller and contained in or related to the Improvements but
not including property owned by the management company (the "Personal Property")
(collectively, the Real Property and the Personal Property are sometimes
referred to herein as the "Property").

                                   Article II.

                           Purchase Price and Deposits
                           ---------------------------

     The purchase price which the Purchaser agrees to pay and the Seller agrees
to accept for the Property shall be the sum of FIFTY EIGHT MILLION THREE HUNDRED
THOUSAND DOLLARS and No/100's ($58,300,000.00) (hereinafter referred to as the
"Purchase Price"), subject to adjustment as hereinafter provided, payable as
follows:

          (a) An earnest money deposit (the "Initial Deposit") of Two Million
     Dollars ($2,000,000.00), in cash, to be deposited by Purchaser with Flagler
     Title Company, 5 Harvard Circle, Suite 110 West Palm Beach, FL 33409 (the


                                       2


     "Escrow Holder"), within two (2) Business Days (hereinafter defined) after
     delivery of five (5) fully executed copies of this Agreement to Escrow
     Holder, such Initial Deposit to be held in an interest-bearing escrow
     account by Escrow Holder, and such Initial Deposit will become earned and
     the non-refundable property of Seller upon expiration of the Feasibility
     Period (as hereinafter defined) except as hereinafter provided;

          (b) Purchaser may extend the Closing Date (but not the Feasibility
     Period) until 5 p.m. Tulsa, Oklahoma time on January 31, 2006, if Purchaser
     makes an additional earnest money deposit (the "Additional Deposit") of
     Five Hundred Thousand Dollars and No/100's ($500,000.00), in cash, to be
     deposited by Purchaser with Escrow Holder prior to the expiration of the
     Feasibility Period (as hereinafter defined), such Additional Deposit will
     be held in an interest bearing account by Escrow Holder; and

          (c) The balance of the Purchase Price shall be paid by Purchaser to
     Seller at the time of Closing by Federal wire transfer to the Escrow
     Holder, with the transfer of funds to Seller to be completed on the day of
     the Closing.

     The Initial Deposit and the Additional Deposit (if applicable) and all
interest earned thereon are hereinafter referred to collectively as the
"Deposit". The Deposit shall be paid to Seller at the Closing as a credit
against the Purchase Price. Purchaser shall provide the Escrow Holder with its
tax identification number, and all interest shall be for Purchaser's account for
tax purposes.

     In addition to the Initial Deposit, Purchaser shall deposit five (5) fully
executed copies of this Agreement with the Escrow Holder immediately after both
parties have executed it. The date of such deposit shall be acknowledged by the


                                       3


Escrow Holder on all copies, and such date shall be the "Effective Date" of this
Agreement. The Escrow Holder shall retain one copy of this Agreement and deliver
two (2) copies hereof to each of Purchaser and Seller and one (1) copy to the
Title Company. The Escrow Holder, will cause Stewart Title Guaranty Company, to
issue an Insured Closing Letter, to Seller, in a form that is satisfactory to
Seller, within five (5) days after the Effective Date.

     "Business Day" shall mean all days except Saturdays, Sundays, National
Holidays and other days when banks are permitted or required not to transact
business in Oklahoma.

                                  Article III.

                                Failure to Close
                                ----------------

     3.1 PURCHASER'S DEFAULT

     If the sale is not consummated because of a default on the part of
Purchaser, then, as Seller's sole and exclusive remedy for such default, Seller
may terminate this Agreement by written notice to Purchaser. In such event,
Escrow Holder must deliver the Deposit to Seller as liquidated damages for
Purchaser's default. Such amount is agreed upon by and between Seller and
Purchaser as liquidated damages due to the difficulty and inconvenience of
ascertaining and measuring actual damages, and the uncertainty thereof. The
remedy set forth in this Section 3.1 is Seller's sole and exclusive remedy for
the sale not being consummated due to a default by Purchaser. However, nothing
contained in this Section 3.1 limits Purchaser's liability for a default in the
performance of any representations, covenants, indemnities or obligations that
survive the Closing or the termination of this Agreement, and Seller will have
the right to pursue any remedies available at law or in equity against Purchaser
for a breach of such obligations. In no event will Purchaser ever be liable to
Seller hereunder for any punitive, speculative, or consequential damages.


                                       4


     3.2 Seller's Default

     If Seller defaults under this Agreement, then Purchaser may either (i)
enforce specific performance hereunder and be entitled to recover Purchaser's
costs and attorney fees in any such proceeding or (ii) terminate this Agreement
and obtain the return of the Deposit. If Purchaser elects to enforce specific
performance hereunder, it must file suit in the appropriate court within thirty
(30) calendar days after the scheduled Closing Date (and Purchaser's failure to
do so will constitute a waiver of the remedy of specific performance hereunder).
The remedies set forth in this Section 3.2 are Purchaser's sole and exclusive
remedies. In no event will Seller ever be liable to Purchaser hereunder for any
punitive, speculative, or consequential damages.

     3.3 Closing. The parties hereto agree to conduct a closing of this sale
(the "Closing") at 12:00 Noon Central Time on or before January 17, 2006 (the
"Closing Date"), (unless extended pursuant to the terms and conditions of
Article II (b) of this Agreement) and if extended pursuant to the terms and
conditions of Article II (b), in no event later than January 31, 2006 (the
"Outside Closing Date"), in the principal office of the Escrow Holder, or at
such other place as may be agreed upon by the parties hereto. This Agreement
shall terminate if transfer of title is not completed by the earlier to occur of
the Closing Date or the Outside Closing Date (unless such failure to close is
due to Seller's default, the date for Closing is extended pursuant to the
matters described in Sections 5.4, 5.5, 5.6 and Article VI hereof, or the date
for Closing is extended by agreement of the parties, which agreement shall be
confirmed in writing).


                                       5


     3.4 Closing Procedure. Seller shall execute and deliver or cause to be
delivered to Escrow Holder on or before the Closing (a) a Limited Warranty Deed,
in the form attached hereto and incorporated herein as Exhibit "C", proper for
recording, conveying the Real Property to Purchaser, subject, however, to (i)
(A) any and all easements, rights of way, encumbrances, liens, covenants,
restrictions, or other matters of record which have been approved by Purchaser
or as to which objection has been waived by Purchaser (the "Permitted
Exceptions"), and (B) any and all matters shown on the Survey (as defined in
Section 5.4), and either approved by Purchaser or as to which objection has been
waived by Purchaser, (ii) taxes not yet due and payable, (iii) the rights of
lessees and licensees of space in the Improvements at the time of Closing (to
the extent shown on the Rent Roll as updated at the time of Closing), and (iv)
any encumbrances created or permitted by the terms of this Agreement, including,
if applicable, those approved by Seller and Purchaser; (b) a Bill of Sale and
General Assignment in the form attached hereto and incorporated herein as
Exhibit "D", dated as of the date of Closing conveying to Purchaser any and all
Personal Property; (c) an Assignment and Assumption of Leases and Security
Deposits in the form attached hereto and incorporated herein as Exhibit "E",
dated the date of Closing, assigning all of the landlord's right, title and
interest in and to any tenant and other leases covering all or any portion of
the Real Property; (d) an Assignment and Assumption of Service Contracts in the
form attached hereto and incorporated herein as Exhibit "K", dated as of the
Closing; (e) an Assignment and Assumption of REA in the form attached hereto and
incorporated herein as Exhibit "L", dated as of the Closing; (f) Tenant
Notification Letters in the form attached hereto and incorporated herein as
Exhibit "M" (the "Tenant Notices"), dated the date of the Closing, executed by
Seller and Purchaser, and complying with applicable statutes in order to relieve
Seller of liability for tenant security deposits (provided the security deposits


                                       6


are paid to Purchaser), notifying the tenants of the Real Property that the
Property has been sold to Purchaser and directing the tenants to pay rentals to
Purchaser (or Purchaser's designated agent); (g) to the extent in Seller's
possession or under Seller's control, the originals of all leases, as-built
plans and specifications, maintenance and service and any other contracts that
are to be assumed; (h) subject to the provisions of Section 5.6 hereof, original
copies of the Estoppels (as defined in Section 5.6); (i) an updated Rent Roll,
in the form of the Rent Roll attached hereto and incorporated herein as Exhibit
"B", dated within five (5) days of the date of the Closing; (j) affidavit that
Seller is not a "foreign person" on the form attached hereto and incorporated
herein as Exhibit "G"; (k) a master key or duplicate key for all locks in the
Improvements; (l) to the extent in the possession of Seller or Seller's property
management company, all engineering and maintenance records; (m) all of Seller's
tenant correspondence files and (n) a copy of Seller's current payment account
files for each tenant or occupant of the Property and a current aged delinquency
report showing the status of payments due from tenants that are in arrears.

     3.5 Purchaser's Performance. At the Closing, Purchaser will cause the
Purchase Price to be delivered to the Escrow Holder, and Purchaser will execute
and deliver the Tenant Notices, the Assignment and Assumption of Leases and
Security Deposits, the Bill of Sale and General Assignment, the Assignment and
Assumption of REA, and Assignment and Assumption of Maintenance and Service
Contracts.

     3.6 Evidence of Authority; Miscellaneous. Both parties will deliver to the
Escrow Holder (and the Title Company, if requested by the Title Company) and
each other such evidence or documents as may reasonably be required by the
Escrow Holder or Title Company or either party hereto evidencing the power and
authority of Seller and Purchaser and the due authority of, and execution and
delivery by, any person or persons who are executing any of the documents


                                       7


required hereunder in connection with the sale of the Property. Both parties
will execute and deliver such other documents as are reasonably required to
affect the intent of this Agreement.

                                   Article IV.

                   Prorations of Rents, Taxes, Etc.; Expenses
                   ------------------------------------------

     4.1 Effective Time of Proration. All revenues, taxes, and property expenses
shall be prorated at Closing between Purchaser and Seller as of 12:01 A.M. on
the Closing Date, with Purchaser having the benefits and burdens of ownership on
and after the Closing Date and Seller having such benefits and burdens prior to
the Closing Date.

     4.2 Real Property Taxes. Seller shall be responsible for real property
taxes for all periods prior to the Closing Date, and Purchaser shall be
responsible for real property taxes for all periods from and after the Closing
Date. Actual tax or assessment figures will be used for the proration or, if
actual figures are not available, then the most recent assessed value of the
Real Property will be used, multiplied by the current tax or assessment rate,
with a subsequent cash adjustment to be made between Purchaser and Seller when
actual tax or assessment figures are available.

     4.3 Security Deposits. All security deposits that have not been forfeited
by the tenants under leases of space in the Property shall be transferred to
Purchaser, or a credit shall be given for any such security deposits not
transferred to Purchaser. A list of all such security deposits shall be attached
as an exhibit to the Assignment and Assumption of Leases and Security Deposits
delivered at Closing. Purchaser shall assume responsibility for all security
deposits actually transferred or for which a credit is given, from and after the
Closing Date.


                                       8


     4.4 Personal Property Taxes, Permit Fees, Service Contracts. Personal
property taxes, annual permit or inspection fees, sewer charges, fees under
service contracts, utility charges, and other expenses normal to the operation
and maintenance of the Property shall also be prorated as of the Closing Date.

     4.5 Rents. Rents and/or additional rents under the Leases shall be prorated
as and when collected, subject to the following:

     In the event that there are any past due rentals for any month preceding
the month of Closing and/or for the month of Closing owing by the tenant(s) at
the Closing Date (hereinafter referred to as the "Past Due Rentals"), Purchaser
and Seller agree that the rentals and monies received by Purchaser subsequent to
the Closing Date from such tenant(s) shall be: (i) applied first to any rentals
then due and owing to Purchaser for any period after the Closing; and (ii)
applied second to the payment of Past Due Rentals, and Purchaser agrees to remit
forthwith to Seller such portion of the rentals so collected to which Seller is
entitled, without claim or setoff, abatement or deduction (other than actual
collection costs). Seller shall retain all rights to rents and damages against
the tenant(s) accruing prior to the Closing Date, including, without limitation,
any claims for damages due to any such tenant's default, provided that Seller
shall have no right to seek termination of such tenant's Lease. At Closing,
Seller shall credit Purchaser with its proportionate share of any rents received
by Seller prior to Closing relating to the number of days (including the Closing
Date) remaining in the month of Closing or subsequent months.

     Purchaser and Seller further agree that: (i) Seller is entitled hereunder
to all of the Past Due Rentals for any month preceding the month of Closing and
to its proportionate share of the Past Due Rentals for the month of Closing (in


                                       9


each case net of collection costs) regardless of the period of delinquency; (ii)
Purchaser will cooperate (exclusive of tenant evictions and at the cost of
Seller) with Seller in the collection of those of the Past Due Rentals that are
in arrears over one month; and (iii) any of the Past Due Rentals that are still
outstanding ninety (90) days after the date of Closing shall, at that time and
upon request of Seller, be reassigned to Seller who may commence litigation to
collect same, provided that Seller shall have no right to seek termination of
such tenant's Lease.

     Any additional rents (i.e., payments other than those on account of fixed
minimum rental charges including rents based upon tenant sales performance)
received by Purchaser subsequent to the Closing Date from the tenant(s) pursuant
to any of the Leases, but which relate to a period of time occurring both prior
to and subsequent to the Closing Date ("Prorated Additional Rents"), shall be
apportioned between Seller and Purchaser upon receipt thereof with the Seller
entitled to a portion equal to the amount so received multiplied by a fraction,
the denominator of which shall be the number of days in the lease year (or
portion thereof) for which such items have been paid and the numerator of which
shall be the number of days in the lease year (or portion thereof) for which
such items have been paid that shall have elapsed from the commencement of such
lease year (or relevant portion thereof) to and including the day immediately
preceding the Closing Date. If such Prorated Additional Rents have been
collected by Seller prior to the Closing Date, then on the Closing Date, Seller
shall allow to Purchaser a credit against the Purchase Price in an amount equal
to a fraction of such payments, the denominator of which shall be the number of
days in the lease year for which such items have been paid and the numerator of
which shall be the number of days, if any, remaining in the lease year for which
such items have been paid from and after the date of Closing to the end of such


                                       10


lease year. If such Prorated Additional Rents are collected by Purchaser on or
after the Closing Date, then Purchaser shall remit Seller's portion of rents
due, to Seller within thirty (30) days after receipt of such rents by Purchaser.
When additional rents have been finally determined, a final adjustment shall be
made in a post-closing adjustment. As used herein, the term "lease year" means
the relevant annual period for such payments in each lease. For example, if a
Lease provides for CAM charges to be computed on a calendar year basis and
percentage rent to be computed on a fiscal year basis ending January 31,
adjustments for CAM would be made on the basis of a "lease year" which is a
calendar year and adjustment for percentage rent would be made on the basis of a
"lease year" which is a twelve month period ending January 31. Notwithstanding
the foregoing, with respect to cart and kiosk licenses and seasonal leases as to
which additional rents are not based on a lease year, the proration of
additional rents shall be made in the same manner as provided above except that
the period of proration shall be the applicable period as to which the
additional rent is calculated.

     4.6 Utilities. Final readings on all gas, water and electric meters shall
be made as of the date of Closing, and Seller and Purchaser shall cooperate to
cause such readings to be made. If final readings are not possible, gas, water
and electricity charges will be prorated based on the most recent period for
which costs are available. Seller shall obtain, directly from the utility
companies, the return of any deposits made by Seller with utility companies, and
Purchaser shall be responsible for making all arrangements for the continuation
of utility services, including making any required deposits.

     4.7 Leasing Commissions and Tenant Improvements. From and after the
Effective Date, all leasing shall be done in accordance with said Section 7.2.
Attached hereto and incorporated herein as Exhibit "N" is a list of Tenant's
whose leasing commissions, tenant allowances, rent abatements or free rent


                                       11


periods and costs of tenant improvements (the "Leasing Costs") that remain
unpaid and outstanding as of the Effective Date. The said Leasing Costs list
shall be updated by Seller at Closing to identify and provide evidence of
payment by Seller for all Leasing Costs paid by Seller prior to Closing and
Purchaser shall receive a credit against the Purchase Price at Closing in the
amount of all Leasing Costs that are the responsibility of Seller that remain
unpaid at Closing, as further described in Section 7.3 hereof.

     4.8 Estimates; Post-Closing Adjustments. All items (including taxes) that
are not subject to an exact determination on the Closing Date shall be estimated
by the parties. When any item so estimated is, after the Closing capable of
exact determination, the party in possession of the facts necessary to make the
determination shall send the other party a detailed report on the exact
determination so made and the parties shall adjust the prior estimate by making
cash payments within thirty (30) days after both parties have received and agree
on the results of said reports, but in no event later than June 30, 2006.

     4.9 Reconciliation of Tenant Reimbursable Charges. On or before April 15,
2006, Seller shall prepare a reconciliation of reimbursable charges by tenants
for CAM, real estate taxes, insurance and other such charges under the leases
(the "Tenant Reimbursable Charges") and payments therefore for calendar year
2005 (the "Reconciliation"). Purchaser agrees to cooperate with Seller in
preparing such Reconciliation and shall be responsible for sending the same to
tenants. Any Tenant Reimbursable Charges that are due to Seller as shown on the
2005 Reconciliation shall be treated as Past Due Rentals. Refunds or credits, if
any, due any tenants with respect to Tenant Reimbursable Charges for calendar
year 2005, shall be paid by Seller to Purchaser.


                                       12


     Reconciliation of the 2006 Tenant Reimbursable Charges shall be the
responsibility of Purchaser. Seller agrees to cooperate with Purchaser in
Seller's preparation of such Reconciliation for 2006. Any Tenant's Reimbursable
Charges that are due Seller as shown on the 2006 Reconciliation shall be paid to
Seller within thirty (30) days of collection by Purchaser. Refunds or credits,
if any, due any tenant's with respect to Tenant Reimbursable Charges for
calendar year 2006, shall be paid by Seller to Purchaser upon disclosure of
sufficient documentation from Purchaser to Seller.

     4.10 Expenses. Seller shall pay its own attorney's fees, the cost of
recording any instruments required hereunder to clear title, the costs of the
Survey, and one half of all state, county, or local transfer taxes, and one-half
of any escrow fees. Purchaser shall pay all other costs and expenses related to
the transaction or this Agreement including, but not limited to, all of
Purchaser's attorneys' fees and expenses, mortgage taxes, recording charges for
any conveyancing documents hereunder that are to be recorded, all costs of
Purchaser's due diligence investigation, the costs of any endorsements to
Purchaser's title insurance policy, one-half of all state, county, or local
transfer taxes, and one-half of any escrow fee. Broker's commissions shall be
paid as provided in Article VIII hereof.

     Seller will pay for the first fifty cents per thousand of Purchase Price
for a basic Owner's Policy of Title Insurance (for example, a purchase price of
$58,300,000.00 divided by $1,000.00 multiplied by $.50 equals $29.150.00 paid by
Seller). The Purchaser will pay for the remaining balance of the costs for a
basic Owner's Policy of Title Insurance and all costs associated with any other
amendments or endorsements thereto that are above fifty cents per thousand of
Purchase Price..


                                       13


                                   Article V.

                     Purchaser Inspections and Contingencies
                     ---------------------------------------

     5.1 Document Inspection. Within ten (10) Business Days from the Effective
Date, Seller shall make available the documents relating to the Real Property as
set forth on Exhibit "H", which Exhibit "H" is attached hereto and incorporated
herein, for review by Purchaser, to the extent in Seller's or its property
manager's possession.

     Purchaser agrees that if for any reason the Closing is not consummated,
Purchaser will immediately (within five (5) business days) return to Seller all
materials furnished to Purchaser pursuant to this Section 5.1.

     5.2 Physical Inspection. In addition to the items set forth in Section 5.1,
Seller will make the Property available for inspection by Purchaser, and
Purchaser shall, at Purchaser's risk, undertake such studies of the Property and
physical inspections of the Property ("Purchaser's Tests and Studies") as
Purchaser deems appropriate as soon as possible after the Effective Date of this
Agreement and in accordance with the terms of this Agreement.

     At Purchaser's option, Purchaser's Tests and Studies may include, without
limitation, a title examination, land use investigation, financing-requirements
investigation, engineering inspection and a Phase 1 environmental audit;
provided, however, any Phase 2 environmental audit shall require Seller's prior
written approval, which shall be made is Seller's sole determination of Seller's
assessment of the risks of material damage to the Property or the environment
posed by Purchaser's proposed activity on the Property, and any Phase 2 audit
shall be pursuant to a special access agreement and satisfactory to Seller and
Purchaser. Purchaser shall provide Seller with a written request for permission
to do a Phase 2 audit, including a description of the nature of the proposed


                                       14


investigation with reasonable specificity. Seller shall notify Purchaser, in
writing within 3 Business Days following receipt of such request, whether Seller
approves or disapproves of such Phase 2 environmental audit. If Seller fails to
respond to the request for approval of such Phase 2 environmental audit within
said 3-Business Day period, then Seller shall be deemed to have disapproved such
Phase 2 environmental audit. If Seller elects not to permit such Phase 2
environmental audit, or elects to permit such Phase 2 environmental audit under
conditions which Purchaser does not deem reasonable, then Purchaser shall have
the right to terminate this Agreement and receive a return of its Deposit.

     Purchaser hereby agrees to pay, protect, defend, indemnify and save Seller
harmless against all liabilities, obligations, claims (including mechanic's lien
claims), damages, penalties, causes of action, judgments, costs and expenses
(including, without limitation, attorneys' fees and expenses) imposed upon,
incurred by or asserted against Seller by reason of property damage or personal
injury, as well as mechanics' liens or materialmen's liens, resulting from the
conduct of Purchaser's Tests and Studies by Purchaser or by Purchaser's
employees, agents or independent contractors and the actions of such persons on
the Real Property. In the event any part of the Property is damaged or excavated
by Purchaser, its employees, agents or independent contractors, Purchaser agrees
to restore the Property to its condition prior to such damage or excavation and,
in the event such restoration is not done and the Transaction is not
consummated, to make such additional payments to Seller as may be reasonably
required to pay for the actual, out-of-pocket costs that have been, or will be,
incurred by Seller to return the Property to its condition immediately prior to
such damage or excavation. Seller shall provide Purchaser with reasonable
evidence as to the amount of such cost. Notwithstanding any provision to the
contrary herein, Purchaser's obligations under this subparagraph shall survive


                                       15


the expiration or termination of this Agreement, and shall survive Closing, for
a period of two (2) years as to property damage and for a period equal to the
applicable statute of limitations as to personal injury.

     Before and during Purchaser's Tests and Studies, Purchaser and each
representative of Purchaser, conducting any Purchaser Tests and Studies shall
maintain workers' compensation insurance in accordance with applicable law, and
Purchaser, or its representative conducting any Purchaser's Tests and Studies,
shall maintain (1) commercial general liability insurance with limits of at
least One Million Dollars ($1,000,000.00) for bodily or personal injury or
death, for each incident (2) property damage insurance in the amount of at least
Two Hundred Fifty Thousand Dollars ($250,000.00), and (3) contractual liability
insurance with respect to Purchaser's obligations under this Agreement.
Purchaser shall deliver to Seller evidence of such workers' compensation
insurance and a certificate evidencing the commercial general liability,
property damage and contractual liability insurance before conducting any of
Purchaser's Tests and Studies on the Property. Each such insurance policy shall
be written by a reputable insurance company having a rating of at least "A+VII"
by Best's Rating Guide (or a comparable rating by a successor rating service),
and shall otherwise be subject to Seller's prior approval. Such insurance
policies shall name as additional insureds Seller and such other parties holding
insurable interests as Seller may designate.

     5.3 Feasibility Period. If Purchaser determines that the development,
ownership, use or financing of the Property as Purchaser intends is not feasible
for any reason, then Purchaser shall have the right, to be exercised not later
than 5 p.m. Central Time on December 30, 2005 (the "Feasibility Period") to
elect to either proceed or not proceed with the purchase of the Property as
contemplated herein. If, on or before the expiration of the Feasibility Period,


                                       16


Purchaser has notified Seller that Purchaser is not satisfied, in its sole and
absolute discretion, with all aspects of the Property, then this Agreement shall
terminate, and Seller shall instruct the Title Company to return the Deposit
(less one-half of any applicable escrow fee) to Purchaser, and neither party
shall have any obligation to the other, except for the Surviving Covenants. If
Purchaser does not provide such notice of termination on or before the last day
of the Feasibility Period, then Purchaser shall be deemed to have determined to
proceed with the acquisition despite any risks disclosed by Purchaser's Tests
and Studies, and this Agreement shall remain in full force and effect.

     If this Agreement is terminated for any reason, Purchaser and its
representatives will promptly return to Seller all written materials, including
all provided due diligence materials and leases, and copies of third party
inspection reports, pertaining to this Agreement, within five (5) business days
of such termination. The obligations of this paragraph shall survive termination
of this Agreement.

     5.4 Survey Contingency. Seller has obtained and shall deliver to Purchaser,
at Seller's sole cost and expense, an ALTA as-built survey of the Property,
certified as having been made in accordance with Accuracy Standards and Minimum
Standard Detail Requirements for ALTA/ACSM Land Title Surveys, as adopted in
1992, including items 1-4 and 7-13 of Table A (the "Survey"). Seller agrees to
add to the Survey, at Seller's sole cost and expense, Purchaser and Purchaser's
Lender as addressees of the surveyor's certification and such additional details
as are required in the commercially reasonable discretion of Purchaser's lender.
Purchaser's obligation to purchase the Property is subject to its approval, on
or prior to the last day of the Feasibility Period, of the Survey.


                                       17


     Purchaser shall have ten (10) business days after receipt, to state in
writing any objections Purchaser has to any condition of the Property shown on
the Survey, including any objection to the boundaries set forth in the Survey
and to the legal description (the "Notice of Survey Objections"). This
contingency shall be deemed satisfied or waived if a Notice of Survey Objections
is not received by Seller on or before such date. The Notice of Survey
Objections shall state all of Purchaser's objections with specific reference to
the Survey. Within five (5) Business Days after receipt of the Notice of Survey
Objections, Seller shall give written notice to Purchaser stating as to each
objection which one of the following responses it has elected: (i) to cure such
objection, in which case Seller shall be deemed to have covenanted to cure such
objection, and failure to effect such cure by the Closing Date shall constitute
a default under this Agreement by Seller; or (ii) to use commercially reasonable
efforts to cure such objection, in which case Seller shall be deemed to have
covenanted to use commercially reasonable efforts to effect such cure, but
provided that Seller uses such efforts, cure of the objection by the Closing
Date shall be a condition of the Closing, not a covenant of Seller, and failure
to effect such cure after using commercially reasonable efforts to do so shall
not constitute a default by Seller; or (iii) not to cure such objection, in
which case Purchaser shall have the right immediately, or at any time thereafter
up to 5:00 P.M. Central Time the last day of the Feasibility Period, to
terminate this Agreement, in which case the Deposit shall be returned to
Purchaser and neither party shall have any further rights or duties hereunder
except for the Surviving Covenants. If Purchaser does not terminate this
Agreement as a result of failure of Seller to cure any such objection of
Purchaser where Seller has made an election under part (ii) or part (iii),
above, or if Purchaser closes the Transaction despite Seller's failure to cure
any such objection of Purchaser where Seller has made an election under part


                                       18


(i), above, then in either case Purchaser shall be deemed to have waived such
objection. If Seller fails to make an election as provided above, then Seller
shall be deemed to have made an election under part (iii) as to each such
objection for which an election was not made.

     5.5 Title Contingency. Seller shall cause Stewart Title Guaranty Company,
1980 Post Oak Blvd., Suite 610, Houston, Texas 77056, Attn: Lynn Babineaux, Toll
Free Phone: 800-729-1906, Direct Fax: (832) 553-7490, Email:
lbabineau@stewart.com (the "Title Company"), payable in accordance with Section
4.10 hereof, to issue to Purchaser, a commitment for an Owner's Title Insurance
Policy on ALTA Form B 1992 or similar form (the "Title Commitment"). Purchaser's
obligation to purchase the Property is subject to its approval, on or prior to
the last day of the Feasibility Period, of the Title Commitment and there being
no changes to the status of Title so that the Title Company may issue an Owner's
Title Insurance Policy at Closing subject only to the exceptions contained in
the Title Commitment approved prior to the end of the Feasibility Period. The
Title Company shall also provide Seller with a copy of the Title Commitment and
legible copies of the encumbrances. Stewart Title Guaranty Company shall receive
a minimum of fifty cents per thousand dollars of Purchase Price for issuance of
the Owner's Title Insurance Policy.

     Purchaser shall have until ten (10) business days after receipt to state in
writing any objections Purchaser has to Seller's title (the "Notice of Title
Objections"). This contingency shall be deemed satisfied or waived if a Notice
of Title Objections is not received by Seller on or before such date. The Notice
of Title Objections shall state all of Purchaser's objections to Seller's title
as set forth in the Title Commitment with reasonable specificity.


                                       19


     Within five (5) Business Days after receipt of the Notice of Title
Objections, Seller shall give written notice to Purchaser stating as to each
objection which one of the following responses it has elected: (i) to cure the
objection, in which case Seller shall be deemed to have covenanted to cure such
objection, and failure to effect such cure by the Closing Date shall constitute
a default under this Agreement by Seller; or (ii) to use commercially reasonable
efforts to cure such objection, in which case Seller shall be deemed to have
covenanted to use commercially reasonable efforts to effect such cure, but
provided that Seller uses such efforts, cure of the objection by the Closing
Date shall be a condition of the closing, not a covenant of Seller, and failure
to effect such cure after using commercially reasonable efforts to do so shall
not constitute a default by Seller; or (iii) not to cure such objection, in
which case Purchaser shall have the right immediately, or at any time thereafter
up to the last day of the Feasibility Period, to terminate this Agreement, in
which case the Deposit shall be returned to Purchaser and neither party shall
have any further rights or duties hereunder except for the Surviving Covenants.
If Purchaser does not terminate this Agreement as a result of failure of Seller
to cure any such objection of Purchaser where Seller has made an election under
part (ii) or part (iii), above, or if Purchaser closes the Transaction despite
Seller's failure to cure any such objection of Purchaser where Seller has made
an election under part (i), above, then in either case Purchaser shall be deemed
to have waived such objection. If Seller fails to make an election as provided
above, then Seller shall be deemed to have made an election under part (iii) as
to each such objection for which an election was not made.

     Notwithstanding the foregoing, however, under all circumstances, Seller
shall be obligated to satisfy, discharge, and release any and all mortgages,
lease assignments, financing statements, and other monetary liens (other than
liens for taxes that are not yet due and payable) on the Property, as identified


                                       20


in the Title Commitment, on or prior to the Closing Date. If such monetary liens
are not satisfied prior to the Closing Date, then they shall be satisfied from
the proceeds of sale.

     Notwithstanding that property descriptions, lists of appurtenant rights,
and lists of encumbrances may be attached to this Agreement as exhibits or are
attached to forms of documents attached as exhibits, such descriptions and lists
are not approved by Purchaser and are subject to review as part of the title
contingency set forth in this Section 5.5.

     5.6 Estoppels; SNDAs. Seller shall use good faith efforts (not involving
the payment of money to any tenant) to obtain execution and delivery (not later
than the three days prior to the expiration of the Feasibility Period) of a
Tenant estoppel from J.C. Penney Company, Inc. and from Hollywood Theaters
substantially in the form of Exhibit F-1, attached hereto and incorporated
herein, anchor estoppels from each of Dillard's, May, and Mervyn substantially
in the form of Exhibit F-2, attached hereto and incorporated herein (the "Anchor
Estoppels"), and tenant estoppels from at least seventy five percent (75%), as
measured by floor area, of the other permanent (defined as tenants having a term
of one year or longer) tenants leasing and occupying space in the Building (but
not from tenants under temporary leases or licenses) (the "Estoppel Tenants")
substantially in the form of Exhibit F-3, attached hereto and incorporated
herein (the "Tenant Estoppels") (the Penney Estoppel, the Hollywood Theaters
Estoppel, the Anchor Estoppels, and the Estoppel Tenants, collectively, the
"Required Estoppels"). Seller will submit to J.C. Penney, Hollywood Theater, the
Anchors and the other tenants, Estoppels in the forms attached hereto and will
use such good faith efforts to obtain signed Estoppels substantially in those


                                       21


forms. While Seller is obligated to use good faith efforts to obtain the
Required Estoppels, Seller shall not be in default under this Agreement if
Seller, despite using good faith efforts to obtain same, is unable to deliver
the Required Estoppels. Rather, it shall be a condition of the Closing (for
which Purchaser's sole remedy in the event of failure of such condition in spite
of Seller's good faith efforts to obtain the Estoppels shall be to terminate the
Purchase Agreement and receive a refund of the Deposit) that Seller deliver the
Required Estoppels provided that the parties may agree to a reasonable extension
of the Closing Date for Seller to obtain and deliver the Required Estoppels. If
Seller fails to deliver Tenant Estoppels from tenants representing ninety
percent (90%) of the space leased to all Estoppel Tenants (as measured by floor
area), then Seller shall provide a certificate to Purchaser certifying as to the
statements in the Tenant Estoppel form for any tenants that fail to execute
estoppels, up to said ninety percent (90%).

     In addition, Seller will submit to J.C. Penney, Hollywood Theater and all
Estoppel Tenants subordination, nondisturbance and attornment agreements
("SNDAs") in the form required by Purchaser's lender, or otherwise mutually
acceptable to Purchaser and Seller, and will reasonably cooperate with Purchaser
to try to obtain executed SNDAs. Delivery of SNDAs shall not be a covenant of
Seller.

     5.7 Service Contracts. In connection with its document review under Section
5.1 hereof, on or prior to the last day of the Feasibility Period, Purchaser may
direct Seller to terminate any service and maintenance contracts that Purchaser
does not want to assume. All termination fees and other costs of termination
shall be paid by Purchaser. Notwithstanding the foregoing, however, Seller shall
terminate the Management and Leasing Agreement as of the Closing Date, at
Seller's sole cost and expense.


                                       22


     5.8 Additional Conditions of Closing. The duty of Purchaser to close shall
be contingent upon satisfaction of the following conditions on or prior to the
Closing Date (but satisfaction of such conditions shall not be a covenant of
Seller).

          5.8.1 Consents of Third Parties. All third parties having the
     contractual right to do so, shall have consented to and approved the
     transaction contemplated by the Agreement. Seller shall pay any fees or
     expenses of any such third party in connection with any such consent, to
     the extent required to do so by the applicable Agreements.

          5.8.2 Licenses. All permits and licenses necessary to allow the
     Property to continue to operate after the closing in the same manner as
     presently being operated shall have been obtained by Purchaser or its
     agents.

          5.8.3 No Adverse Change; Representations; Covenants. There shall not
     be any change in the zoning of the Property following the expiration of the
     Feasibility Period that materially adversely affects the ability of
     Purchaser to use the Property for the purposes for which it is currently
     being used. If the Property is a non-conforming structure or is subject to
     a variance, there shall not have occurred any event following the
     expiration of the Feasibility Period that would interfere with Purchaser's
     continued use of such non-conforming structure or variance. If any of the
     representations in the Agreement is not true, Seller shall qualify such
     representation at the Closing, but Purchaser shall not have a right to
     terminate the Agreement unless the facts causing such qualification would
     have a material adverse effect on the Property or the Purchaser following
     the Closing.


                                       23


          5.8.4 Governmental Consents and Approvals. All requisite filings shall
     have been made with, and all requisite consents and approvals for the sale
     of the Property shall have been obtained from, all applicable regulatory
     and other governmental authorities and third parties, including, without
     limitation, any required approval under the Hart-Scott-Rodino Antitrust
     Improvements Act of 1976, as amended.

          5.8.5 Free and Clear. Fee simple title to the Property shall be
     delivered to Purchaser subject only to the Permitted Exceptions, as
     conclusively evidenced by the commitment of the Title Company to issue the
     Title Policy so insuring.

          5.8.6 Management Contracts. On the closing date, there shall be no
     management or leasing agreements or contracts, whether written or oral,
     covering, applying to or encumbering the Property. Further, Purchaser shall
     have no obligations, financial or otherwise, to Seller's management and
     leasing agents for any reason.

                                   Article VI.

                      Loss due to Casualty or Condemnation
                      ------------------------------------

     6.1 Loss due to Condemnation. In the event of a condemnation of all or a
Substantial Portion (as hereinafter defined) of the Real Property which
condemnation shall or would render a Substantial Portion of the Real Property
untenantable or would result in the Real Property not having sufficient parking
to comply with applicable law or the specific requirements of the REA or any
Lease, Purchaser may, upon written notice to Seller given within ten (10) days
of receipt of notice of such event, cancel this Agreement, in which event Seller
shall instruct the Escrow Holder to return the Deposit, this Agreement shall
terminate and neither party shall have any rights or obligations hereunder
except for the Surviving Covenants. In the event that Purchaser does not elect


                                       24


to terminate, or if the condemnation affects less than a Substantial Portion or
does not materially affect the parking area, then this Agreement shall remain in
full force and effect, and Seller shall be entitled to all monies received or
collected by reason of such condemnation prior to Closing. In such event, the
transaction hereby contemplated shall close in accordance with the terms and
conditions of this Agreement, except that there will be an abatement of the
Purchase Price equal to the amount of the gross proceeds received by Seller by
reason of such condemnation prior to Closing; provided, however, that if any
separate award is made for costs and attorney's fees, Seller shall be entitled
to retain such separate award. If the condemnation proceeding shall not have
been concluded prior to the Closing, then there shall be no abatement of the
Purchase Price and Seller shall assign any interest it has in the pending award
to Purchaser. For purposes of this Section 6.1, a Substantial Portion shall mean
a condemnation of the Real Property in excess of Five Million Dollars
($5,000,000) in value of the Real Property.

     6.2 Loss due to Casualty. In the event of Substantial Loss or Damage (as
hereinafter defined) to the Real Property by fire or other casualty (not
resulting from acts of Purchaser), Purchaser may, upon written notice to Seller
given within ten (10) days of receipt of notice of such event, cancel this
Agreement in which event Seller shall instruct the Escrow Holder to return the
Deposit to Purchaser and this Agreement shall terminate and neither party shall
have any rights or obligations hereunder except for the Surviving Covenants. In
the event that Purchaser does not elect to terminate, or if the casualty results
in less than Substantial Loss or Damage, then this Agreement shall remain in
full force and effect and Seller shall be entitled to all insurance proceeds
received or collected by reason of such damage or loss, whereupon the
transaction hereby contemplated shall close in accordance with the terms and
conditions of this Agreement except that there will be abatement of the Purchase
Price equal to the amount of the gross proceeds, plus Seller's deductible,


                                       25


provided that such abatement will be reduced by the amount expended by Seller in
accordance with Article VII hereof for restoration of the Property following the
casualty, and provided, further, that such abatement will be further reduced by
the amount that the gross proceeds include any separate award for costs
(including preservation costs) and attorney's fees. If the casualty insurance
loss settlement shall not have been concluded prior to the Closing, then there
shall be an abatement of the Purchase Price in the amount of Seller's deductible
and Seller shall assign any interest it has in the pending insurance settlement
to Purchaser. Alternatively, Purchaser may, in its discretion, have Seller
repair or replace the damaged Property, and there shall be no abatement of the
Purchase Price in such case. However, Purchaser shall not be entitled to require
Seller to effect repair or replacement unless the loss is entirely covered by
insurance (except for any applicable deductible) and the repair or replacement
will take no more than three (3) months to complete. For purposes of this
Section 6.2, "Substantial Loss or Damage" shall mean loss or damage to the
parking and/or any portion of the Building the cost for repair of which exceeds,
Five Million Dollars ($5,000,000) of the value of the Real Property.

                                  Article VII.

                    Operation and Maintenance of the Property
                    -----------------------------------------

     7.1 Maintenance, Operation and Insurance. Between the time of execution of
this Agreement and the Closing, Seller shall pay its obligations and operate the
Property in the ordinary course of business, shall not enter into any
transactions outside the ordinary course of business, shall keep the Real
Property insured for 100% of replacement cost (less any applicable deductible),
shall maintain the Property in good condition and repair, reasonable wear and
tear excepted, shall use its best efforts to preserve and retain the future
development capacity of the Property in its present condition, shall perform all


                                       26


work required to be done under the terms of any lease or agreement relating to
the Property, and shall timely make all repairs, maintenance and replacements of
equipment or improvements, the same as though Seller were retaining the
Property; except that Seller shall have no duty to continue any capital
improvement, renovation, or re-tenanting programs and in the event of a fire or
other casualty, damage or loss, Seller shall have no duty to repair said damage
except as otherwise provided in Section 6.2 of this Agreement. However, Seller
may repair any such damage with Purchaser's prior, written approval and may,
without Purchaser's approval, repair damage where such repair is necessary in
Seller's reasonable opinion to preserve and protect the health and safety of
tenants of the Property or to preserve the Property from imminent risk of
further damage or if required to do so by Seller's insurance carrier. Any such
emergency repairs shall be reported to Purchaser within 48 hours of their
completion.

     7.2 Leasing. During the period from the Effective Date until the Closing
Date, Seller shall not lease any portion of the Real Property or amend or
terminate any existing lease without first obtaining Purchaser's written
approval, which approval, if requested prior to the expiration of the
Feasibility Period shall not be unreasonably denied or delayed but, which
approval, after expiration of the Feasibility Period shall be in Purchaser's
sole discretion. The foregoing to the contrary notwithstanding, Seller may
proceed to enter into new leases with the tenants and at the business terms
listed on Exhibit "N" attached hereto and incorporated herein (each such lease
with the listed tenants in Exhibit N hereafter a "Required New Lease").
Purchaser shall have five (5) business days from the date Seller provides
Purchaser with the business terms of the new lease, or modification or
termination of any existing lease, together with any information reasonably
requested by Purchaser regarding such tenant, to approve or reject such lease,


                                       27


modification or termination. If Purchaser fails to respond within said time
period, it shall be deemed to have approved said lease, modification or
termination, as applicable. Following Closing, Purchaser will be obligated to
pay any leasing costs for any new lease approved by Purchaser provided that
Seller shall be responsible for all Leasing Costs associated with any Required
New Lease and Purchaser shall be entitled to a credit against the Purchase Price
for any Leasing Costs for any Required New Lease that remains unpaid at Closing.
Prior to Closing, Seller shall be entitled, without Purchaser's consent or
approval, to enter into leases or licenses with a term of one (1) year or less
("Temporary Leases") or licenses of space that are terminable on thirty (30)
days notice. Subsequent to the expiration of the Feasibility Date, without the
consent of Purchaser, Seller shall not apply any security deposits held against
rents owed by any tenant.

     7.3 Required New Leases. In the event that Seller has not entered into a
fully executed and enforceable lease with each of the Required New Lease tenants
identified in Exhibit "N", at Closing, Purchaser shall receive a credit against
the Purchase Price equal to the Leasing Cost for each respective Required New
Lease for which a fully executed and enforceable lease has not been entered into
by Seller. In addition, to the extent that as of the Closing date any Required
New Lease tenant signed a new lease but has not opened and commenced the payment
of fixed minimum rent under its executed lease, Purchaser shall receive a credit
against the Purchase Price equal to the amount of fixed minimum rent that such
tenant would have been obligated to pay if open between the Closing Date and the
required rental commencement date under the said lease, up to a maximum of one
(1) year.

     In the event that a particular Required New Lease is not executed by
Closing, in addition to the Purchaser receiving a credit for the unpaid Leasing
Costs associated with that Required New Lease, Seller shall also enter into a


                                       28


master lease with the Purchaser for that particular space under the following
terms: 1) The rent payable by Seller shall be the stated Minimum rent described
in the particular Required New Lease only; 2) Seller shall not pay any
additional rents, charges or cost recoveries; 3) The term of each master lease
shall be for a maximum of five years from the date of the Closing; 4) Rent shall
be payable monthly in advance; 5) The master lease for a particular Required New
Lease shall terminate without further obligation of the Seller upon the first to
occur of the following: a) Purchaser executes the Required New Lease; b)
Purchaser executes a lease with the Required New Lease tenant in another space
in the Property; c) Purchaser executes a lease with any tenant in all or part of
the particular Required New Lease space; or d) the expiration of five years from
the Closing Date.

                                  Article VIII.

                                     Broker
                                     ------

     Purchaser and Seller represent to each other that they have dealt with no
agent or broker who in any way has participated as a procuring cause of the sale
of the Property, except Granite Partners, L.L.C. or its affiliate ("Broker").
Seller shall pay a commission to Broker at the Closing pursuant to a separate
brokerage agreement between Seller and Broker. Purchaser and Seller each agree
to defend, indemnify and hold harmless the other for any and all judgments,
costs of suit, attorneys' fees, and other reasonable expenses which the other
may incur by reason of any action or claim against the other by any broker,
agent, or finder with whom the indemnifying party has dealt arising out of this
Agreement or any subsequent sale of the Property to Purchaser except for the
above-described commissions, which shall be paid by Seller at the Closing. The
provisions of this Article VIII shall survive the Closing and any termination of
this Agreement.


                                       29


                                  Article IX.

                         Representations and Warranties
                         ------------------------------

     9.1 Limitations on Representations and Warranties. Purchaser hereby agrees
and acknowledges that, except as set forth in Section 9.2 below, neither Seller
nor any agent, attorney, employee or representative of Seller has made any
representation whatsoever regarding the subject matter of this sale, or any part
thereof, including (without limiting the generality of the foregoing)
representations as to the physical nature or condition of the Property or the
capabilities thereof, and that Purchaser, in executing, delivering and/or
performing this Agreement, does not rely upon any statement and/or information
to whomever made or given, directly or indirectly, orally or in writing, by any
individual, firm or corporation. PURCHASER AGREES TO TAKE THE REAL PROPERTY AND
THE PERSONAL PROPERTY "AS IS," "WHERE IS" AND WITH "ALL FAULTS" AS OF THE DATE
HEREOF, AND AS OF THE DATE OF CLOSING, REASONABLE WEAR AND TEAR, AND MINOR
DAMAGE CAUSED BY THE REMOVAL OF ANY PERSONAL PROPERTY OR FIXTURES NOT INCLUDED
IN THIS SALE, EXCEPTED. EXCEPT AS SET FORTH IN SECTION 9.2 BELOW, SELLER MAKES
NO REPRESENTATIONS OR WARRANTIES AS TO THE PHYSICAL CONDITION OF THE PROPERTY OR
THE SUITABILITY THEREOF FOR ANY PURPOSE FOR WHICH PURCHASER MAY DESIRE TO USE
IT. SELLER HEREBY EXPRESSLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY AND/OR
FITNESS FOR A PARTICULAR PURPOSE AND ANY OTHER WARRANTIES OR REPRESENTATIONS AS
TO THE PHYSICAL CONDITION OF THE PROPERTY. PURCHASER, BY ACCEPTANCE OF THE DEED,
AGREES THAT IT HAS INSPECTED THE PROPERTY AND ACCEPTS SAME "AS IS", "WHERE IS"


                                       30


AND "WITH ALL FAULTS". Notwithstanding anything contained in this Agreement or
according to the doctrine or merger or any other legal principal to the
contrary, the disclaimers contained in this paragraph 9.1 will survive the
Closing.

     Purchaser understands that any financial statements and data, including,
without limitation, gross rental income, operating expenses and cash flow
statements, to be made available by Seller to Purchaser, will be unaudited
financial statements and data not prepared or reviewed by independent public
accountants, and that Seller makes no representation as to the accuracy or
completeness thereof, except that such financial statements were prepared in the
regular course of Seller's business.

     9.2 Representations and Warranties. Seller makes the following
representations and warranties and agrees that Purchaser's obligations under
this Agreement are conditioned upon the truth and accuracy of such
representations and warranties, both as of this date and as of the date of the
Closing:

     (a) Subject to the provisions of Section 12.14 hereof, Seller has the
corporate power and authority to enter into this Agreement and convey the
Property to Purchaser, and COYOTE TULSA MALL, L.L.C., a Delaware limited
liability company is authorized to execute this Agreement and the other
documents referred to herein and to perform hereunder and thereunder on behalf
of Seller;

     (b) To the best of Seller's knowledge, Seller has received no notice of any
existing, pending or threatened litigation, governmental investigation,
administrative proceeding or condemnation or sale in lieu thereof, with respect
to any portion of the Real Property, except as noted on Exhibit I attached
hereto and incorporated herein;


                                       31


     (c) Except for those tenants and licensees in possession of the Real
Property under written leases or license agreements for space in the Real
Property, as shown in the Rent Roll, to the best of Seller's knowledge there are
no parties in possession of, or claiming any right to possession of any portion
of the Real Property as lessees, tenants at sufferance, licensees, trespassers
or otherwise;

     (d) There are no attachments or executions affecting the Property, and
there are no general assignments for the benefit of creditors or voluntary or
involuntary proceedings in bankruptcy, pending or, to the best of Seller's
knowledge, threatened, against Seller;

     (e) During the period of Seller's ownership of the Real Property, Seller
has not itself, and to the best of Seller's knowledge no prior owner or current
or prior tenant or other occupant of all or any part of the Real Property at any
time has, used, generated, processed, stored, disposed of, or transported
Hazardous Materials (hereinafter defined) on, from, or affecting the Real
Property in any manner that violates any of the Environmental Laws (hereinafter
defined).

     "Hazardous Materials" shall mean and include those elements, materials,
compounds, mixtures or substances which are now or hereafter contained in any
list of hazardous substances adopted by the United States Environmental
Protection Agency (the "EPA") or any list of toxic pollutants designated by
Congress or the EPA or which are defined as hazardous, toxic, pollutant,
infectious, flammable or radioactive by any of the Environmental Laws
(hereinafter defined), and, whether or not included in such lists, shall be
deemed to include all products or substances which are or contain petroleum,
natural gas, natural gas liquids, asbestos, and polychlorinated biphenyls.


                                       32


     "Environmental Laws" shall mean and include any Federal, State, or local
statute, law, ordinance, code, rule, regulation, order, or decree regulating,
relating to, or imposing liability or standards of conduct concerning, any
hazardous, toxic, or dangerous waste, substance, element, compound, mixture or
material, as now or at any time hereafter in effect including, without
limitation, the Federal Comprehensive Environmental Response, Compensation and
Liability Act, as amended, 42 U.S.C. ss.ss.9601 et seq., the Superfund
Amendments and Reauthorization Act, 42 U.S.C. ss.ss.9601 et. Seq., the Federal
Toxic Substances Control Act, 15 U.S.C. ss.ss.2601 et seq. seq., the Federal
Resource Conservation and Recovery Act as amended, 42 U.S.C. ss.ss.6901 et seq.
seq., the Federal Hazardous Material Transportation Act, 49 U.S.C. ss.ss.1801 et
seq. seq., the Federal Clean Air Act 42 U.S.C. ss.7401 et seq. seq., the Federal
Water Pollution Control Act, 33 U.S.C. ss.1251 et seq. seq., the River and
Harbors Act of 1899, 33 U.S.C. ss.ss.401 et seq. seq., and all rules and
regulations of the any governmental authorities under such laws.

     Notwithstanding anything contained herein to the contrary, "Hazardous
Materials" shall not include any ordinary use and incidental storage of small
and insignificant amounts of substances reasonably necessary for the regular and
ordinary maintenance of the Property, or consumed in the repair and ordinary use
of common office business machines, nor to gasoline, oil, and other automotive
fluids to the extent that they are contained in the common and ordinary manner
in motor vehicles visiting the Real Property, in each case provided that the
same do not constitute, give rise to, or create any substantial risk of any
violation of any requirements of any Environmental Law.

     (f) The service and maintenance contracts ("Service Contracts") described
on Exhibit J attached hereto and incorporated herein are the only such contracts
in effect for the Property; and


                                       33


     (g) Seller is not, and will not be, a person or entity with whom Purchaser
is restricted from doing business under the Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
2001, H.R. 3162, Public Law 107-56 (commonly known as the "USA Patriot Act") and
Executive Order Number 13224 on Terrorism Financing, effective September 24,
2001 and regulations promulgated pursuant thereto (collectively, "Anti Terrorism
Laws"), including without limitation persons and entities named on the Office of
Foreign Asset Control Specially Designated Nationals and Blocked Persons List.

     9.3 Seller's Knowledge. Whenever the term "to the best of Seller's
knowledge" is used in this Agreement or in any representations and warranties
given to Purchaser at Closing, such knowledge shall be the actual knowledge of
Michael E. Rulli, Chief Executive Officer, and Robert D. Lee, President (the
"Key Person"). Seller shall have no duty to conduct any further inquiry in
making any such representations and warranties, and no knowledge of any other
person shall be imputed to the Key Person. Purchaser acknowledges that Seller is
not a hands-on Owner, and employs third-party management to oversee the daily
operations of the Property and that Seller has limited information and knowledge
pertaining to the Property.

     9.4 Survival. All representations and warranties contained in Section 9.2
will survive the Closing of this transaction (but only as to the status of facts
as they exist as of the Closing, it being understood that Seller makes no
representations or warranties which would apply to changes or other matters
occurring after the Closing), but shall expire on the date twelve (12) months
from the date of Closing, and no action on such representations and warranties
may be commenced after such expiration.


                                       34


     9.5 Representations and Warranties of Purchaser. Purchaser makes the
following representations and warranties and agrees that Seller's obligations
under this Agreement are conditioned upon the truth and accuracy of such
representations and warranties, both as of this date and as of the date of
Closing:

     (a) Purchaser is not, and will not be, a person or entity with whom Seller
is restricted from doing business under the Uniting and Strengthening American
by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act
of 2001, H.R. 3162, Public Law 107-56 (commonly known as the "USA Patriot Act")
and Executive Order Number 13224 on Terrorism Financing, effective September 24,
2001 and regulations promulgated pursuant thereto (collectively, "Anti Terrorism
Laws"), including without limitation persons and entities named on the Office of
Foreign Asset Control Specially Designated Nationals and Blocked Persons List.

     (b) At Closing, Purchaser will be duly authorized to consummate the
transaction contemplated by this Agreement.

                                   Article X.

                                   Assignment
                                   ----------

     This Agreement may not be assigned or transferred by Purchaser except to an
affiliate of Purchaser or to a joint venture in which Purchaser or an affiliate
of Purchaser has a controlling interest. As used herein, an "affiliate" of
Purchaser shall mean an entity that, directly or indirectly, through one or more
intermediaries, controls, is controlled by or is under common control with
Purchaser. As used herein, "control" means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of an entity. No assignment shall relieve Purchaser of any of its
obligations under this Agreement.


                                       35


                                  Article XI.

                                     Notices
                                     -------

Any notice, request, demand, consent, approval and other communications under
this Agreement shall be in writing, and shall be deemed duly given or made at
the time and on the date when received by facsimile if such date is a Business
Day (provided that the sender of such communication shall orally confirm receipt
thereof by the appropriate parties and send a copy of such communication to the
appropriate parties within one (1) Business Day of such facsimile) or when
personally delivered if such date is a Business Day as shown on a receipt
therefor (which shall include delivery by a nationally recognized overnight
delivery service) or three (3) Business Days after being mailed by prepaid
registered or certified mail, return receipt requested, to the address for each
party set forth below. Any party, by written notice to the other in the manner
herein provided, may designate an address different from that set forth below.:

SELLER:             COYOTE TULSA MALL, L.L.C.
                    16475 Dallas Parkway, Suite 250
                    Addison, Texas  75001
                    Attention:       Michael E. Rulli
                    Telephone #:     (972) 248-9375
                    Telecopy #:      (972) 248-0871

with a copy to:     Kane, Russell, Coleman & Logan
                    3700 Thanksgiving Tower
                    1601 Elm Street
                    Dallas, TX  75201-7207
                    Attn:  David L. Pratt, Esq.
                    Telephone #:     (214) 777-4200
                    Telecopy #:      (214) 777-4299


                                       36


PURCHASER:          Glimcher Properties Limited Partnership
                    150 East Gay Street
                    Columbus, OH 43215
                    Telephone #:  (614) 621-9000
                    Telecopy#:  (614) 621-8863
                    Attn:  George Schmidt, Esq.

Delivery will be deemed complete upon actual receipt or refusal to accept
delivery.

                                  Article XII.

                                  Miscellaneous
                                  -------------

     12.1 Successors and Assigns. All the terms and conditions of this Agreement
are hereby made binding upon the executors, heirs, administrators, successors
and permitted assigns of both parties hereto.

     12.2 Gender. Words of any gender used in this Agreement shall be held and
construed to include any other gender, and words in the singular number shall be
held to include the plural, and vice versa, unless the context requires
otherwise.

     12.3 Captions. The captions in this Agreement are inserted only for the
purpose of convenient reference and in no way define, limit or prescribe the
scope or intent of this Agreement or any part hereof.


                                       37


     12.4 Construction. No provision of this Agreement shall be construed by any
Court or other judicial authority against any party hereto by reason of such
party's being deemed to have drafted or structured such provisions.

     12.5 Entire Agreement. This Agreement constitutes the entire contract
between the parties hereto and there are no other oral or written promises,
conditions, representations, understandings or terms of any kind as conditions
or inducements to the execution hereof and none have been relied upon by either
party.

     12.6 Recording. The parties agree that this Agreement shall not be
recorded. If Purchaser causes this Agreement or any notice or memorandum thereof
to be recorded, this Agreement shall be null and void at the option of the
Seller.

     12.7 No Continuance. Purchaser acknowledges that there shall be no
assignment, transfer or continuance of any of Seller's insurance coverage or of
the property management contract.

     12.8 Time of Essence. Time is of the essence in this transaction.

     12.9 Original Document. This Agreement may be executed by both parties in
counterparts in which event each shall be deemed an original.

     12.10 Governing Law. This Agreement shall be construed, and the rights and
obligations of Seller and Purchaser hereunder, shall be determined in accordance
with the laws of the State of Oklahoma.


                                       38


     12.11 Acceptance of Offer. This Agreement constitutes Seller's offer to
sell to Purchaser on the terms set forth herein and must be accepted by
Purchaser by signing five (5) copies hereof and delivering them to Escrow Holder
together with the Deposit no later than 5:00 p.m. Central Time on December 9,
2005. If Purchaser has not accepted this Agreement by such date, then this
Agreement and the offer represented hereby shall automatically be revoked and
shall be of no further force or effect.

     12.12 Confidentiality. Except as otherwise provided herein, Seller,
Purchaser and their agents agree not to disclose to the public, or to any third
party any information regarding the terms of this Agreement, without the prior
written consent of the non-disclosing party to this Agreement. Furthermore,
Purchaser and Seller agree that all documents and information concerning the
Property delivered to Purchaser, the subject matter of this Agreement, and all
negotiations will remain confidential. Notwithstanding the foregoing, Seller,
Purchaser or Escrow Holder may disclose any aspect of this Agreement if required
under applicable law or reporting requirements of any regulatory agency but only
after giving the non-disclosing party two days prior written notice.
Furthermore, Seller and Purchaser may disclose such matters on a confidential
basis to any attorneys, accountants, professional consultants, financial
advisors, partners, investors or potential investors, or lenders or potential
lenders to the extent necessary to complete the transaction contemplated by this
Agreement. The provisions of this Section 12.12 will survive any termination or
cancellation of this Agreement.

     12.13 Surviving Covenants. Notwithstanding any provisions hereof to the
contrary, the provisions of the third grammatical paragraph of Section 5.2
hereof and the provisions of Article VIII hereof (collectively, the "Surviving
Covenants") shall survive the closing and any termination of this Agreement.


                                       39


     12.14 Maximum Aggregate Liability. Notwithstanding any provision to the
contrary contained in this Agreement or any documents executed by Seller
pursuant hereto or in connection herewith, the maximum aggregate liability of
Seller, and the maximum aggregate amount which may be awarded to and collected
by Purchaser, in connection with the Property, and all matters related to this
Agreement and under any and all documents executed pursuant hereto or in
connection herewith (including, without limitation, in connection with the
breach of any of Seller's warranties) shall not exceed FIVE HUNDRED THOUSAND AND
NO/100 DOLLARS ($500,000.00). The provisions of this section shall survive the
Closing (and not be merged therein) or any earlier termination of this
Agreement, for a maximum of twelve (12) months.

     12.15 Section 1031 Exchange. Purchaser acknowledges that Seller may sell
the Property pursuant to the terms of the Internal Revenue Code Section 1031.
All costs and fees of such Section 1031 Exchange will be paid by Seller.
Purchaser shall cooperate with Seller and execute documents reasonably hereunder
for Seller to conduct a like-kind exchange. In no event will Purchaser (i) be
required to take title to any real property other than the Property by conveyed
herein, (ii) have its rights under this Agreement reduced, affected or
diminished, or (iii) bear any costs or expenses.

     12.16 Facsimile Signatures. Signatures to this Agreement transmitted by
telecopy shall be valid and effective to bind the party so signing. Each party
agrees to promptly deliver an execution original to this Agreement with its
actual signature to the other party, but a failure to do so shall not affect the
enforceability of this Agreement, it being expressly agreed that each party to
this Agreement shall be bound by its own telecopied signature and shall accept
the telecopied signature of the other party to this Agreement.


                                       40


     12.17 WAIVER OF JURY TRIAL. EACH PARTY HEREBY WAIVES TRIAL BY JURY IN ANY
PROCEEDINGS BROUGHT BY THE OTHER PARTY IN CONNECTION WITH ANY MATTER ARISING OUT
OF OR IN ANY WAY CONNECTED WITH THE TRANSACTION, THIS AGREEMENT, THE PROPERTY OR
THE RELATIONSHIP OF PURCHASER AND SELLER HEREUNDER.

     12.18 ERISA. Purchaser represents and warrants to Seller that:

          (1) Purchaser is not an employee benefit plan subject to the
provisions of Title IV of ERISA or subject to the minimum funding standards
under Part 3, Subtitle B, Title I of ERISA or Section 412 of the Internal
Revenue Code or Section 302 of ERISA, and none of the assets of Purchaser
constitute or will constitute assets of any such employee benefit plans subject
to Part 4, Subtitle B, Title I of ERISA.

          (2) Purchaser is not a "governmental plan" within the meaning of
Section 3(32) of ERISA, and the funds used by Purchaser to acquire the Property
are not subject to state statutes regulating investments of and fiduciary
obligations with respect to governmental plans.

          (3) Purchaser is not a Separate Account, or an "affiliate" of Seller
as defined in Section IV(b) of PTE 90-1.

     Purchaser hereby agrees to execute such documents or provide such
     information as Seller may require in connection with the Transaction or to
     otherwise assure Seller that: (i) the Transaction is not a prohibited
     transaction under ERISA, (ii) that the Transaction is otherwise in full
     compliance with ERISA and (iii) that Seller is not in violation of ERISA by
     compliance with this Agreement and by closing the Transaction. Seller shall
     not be obligated to consummate the Transaction unless and until the
     Transaction complies with ERISA and Seller is satisfied that the
     Transaction complies in all respects with ERISA. The obligations of
     Purchaser under this section shall survive the Closing and shall not be
     merged therein.


                                       41


                            [Signatures on Next Page]





                                       42


EXECUTED BY SELLER this 9th day of December, 2005.

                                    SELLER:

                                    COYOTE TULSA MALL, L.L.C.,
                                    a Delaware limited liability company

                                    By: Coyote Tulsa Holding, L.L.c.,
                                        a New York limited liability company,
                                        its sole member

                                    By: Coyte Tulsa Investors, L.L.C.,
                                        a Delaware limited liability company,
                                        its managing member

                                    By: /s/ Michael E. Rulli
                                        ------------------------
                                        Michael E. Rulli
                                        Chief Executive Officer




EXECUTED BY PURCHASER this 9th day of December, 2005.

                              PURCHASER:


                              GLIMCHER PROPERTIES LIMITED PARTNERSHIP, A
                              Delaware limited partnership


                              By: Glimcher Properties Corporation,
                                  a Delaware corporation, its general partner


                                  By:    /s/ Michael P. Glimcher
                                         --------------------------------------
                                  Name:  Michael P. Glimcher
                                         --------------------------------------
                                  Title: President and Chief Executive Officer
                                         --------------------------------------



Receipt of original copies of this Agreement executed by Seller and Purchaser is
acknowledged this 9th day of December, 2005.


                                    ESCROW HOLDER:



                                    By:      /s/ Peggy Gamblin
                                             ----------------------------
                                    Name:    Peggy Gamblin
                                             ----------------------------
                                    Title:   Escrow Officer
                                             ----------------------------




                                    EXHIBIT A

                                       TO

                         AGREEMENT OF PURCHASE AND SALE

                               Description of Land
                               -------------------

                  [The Description of Land follows this page.]
                  --------------------------------------------




                                        1


                              TULSA PROMENADE MALL


                                LEGAL DESCRIPTION


TRACT A

A tract or parcel of land lying in the Northwest Quarter (NW/4) of Section 27,
Township 19 North, Range 13 East of the Indian Base and Meridian in Tulsa
County, State of Oklahoma, according to the United States Government Survey
thereof, being more particularly described by metes and bounds as follows:

BEGINNING at a point that is the Northwest corner of said Section 27, said
beginning point being the intersecting point of the centerline of East 41st
Street with the centerline of South Yale Avenue; thence South 89(degree) 58' 18"
East along the North line of Section 27 and the center line of East 41st Street,
a distance of 1320 feet to a point for corner; thence due South along a line
parallel to the West line of Section 27, a distance of 240 feet to point for
corner; thence South 89(degree) 58' 18" East along a line parallel to the North
line of Section 27, a distance of 155 feet to the West right of way line of
Darlington Avenue, being point for corner; thence due South along the West right
of way line of Darlington Avenue, a distance of 603.52 feet to point of curve of
a right of way curve to the left, and continuing along said curve having a
central angle of 15(degree) 00' 00", a radius of 305 feet, a distance of 79.85
feet to point of tangency, and continuing along the West right of way line of
Darlington Avenue at a bearing of South 15(degree) 00' 00" East, a distance of
58.98 feet to the North right of way line of East 43rd Street, being point for
corner; thence South 72(degree) 34' 51" West along the north right of way line
of East 43rd Street, a distance of 655.77 feet to point of curve of a right of
way curve to the right and continuing along said curve having a central angle of
17(degree) 25' 09" a radius of 405 feet, a distance of 123.13 feet to the point
of tangency, and continuing along the North right of way line of East 43rd
Street at a bearing due West, a distance of 513.72 feet to point for corner;
thence due North along a line parallel to the West line of Section 27, a
distance of 155 feet to point for corner; thence due West for a distance of 240
feet to the center line of South Yale Avenue and to the West line of Section 27,
being point for corner; thence due North along the center line of South Yale
Avenue and along the West line of Section 27, a distance of 1040.04 feet to the
Place of Beginning.

LESS AND EXCEPT:

A tract of land lying in the Northwest Quarter (NW/4) of Section 27, Township 19
North, Range 13 East of the Indian Base and Meridian in Tulsa County, State of
Oklahoma, being more particularly described as follows, to wit:

COMMENCING at the Northwest corner of Section 27; thence due South along the
Westerly line of said Section 27 a distance of 850.19 feet; thence due East a
distance of 285.74 feet to the Point of Beginning of said tract of land; thence
due North a distance of 211.44 feet; thence North 45(degree) 00' 00" East a


                                       2


distance of 62.07 feet; thence due East a distance of 118.44 feet; thence due
South a distance of 212.08 feet; thence due East a distance of 1.08 feet; thence
due South a distance of 43.25 feet; thence due West a distance of 163.42 feet to
the Point of Beginning of said tract of land.

LESS AND EXCEPT:

A tract of land which is part of the NW/4 of Section 27, Township 19 North,
Range 13 East, City of Tulsa, Tulsa County, Oklahoma, being described as
follows, to-wit:

COMMENCING at the Northwesterly corner of said NW/4 of Section 27; thence S
89(degree) 58' 18" E along the Northerly line of said NW/4 of Section 27 for
1475.00 feet; thence due South for 240.00 feet to a point on the Westerly right
of way line of South Darlington Avenue and the Point of Beginning of said tract
of land; thence continuing due South along said Westerly right of way for 603.52
feet to a point of curve; thence Southerly along a curve to the left having a
central angle of 15(degree) 00' 00" and a radius of 305.00 feet for 79.85 feet
to a point of tangency; thence S 15(degree) 00' 00" E along said tangency for
58.98 feet to a point on the Northerly right of way line of East 43rd Street
South; thence S 72(degree) 34' 51" W along said Northerly right of way line for
404.47 feet; thence N 17(degree) 25' 10" W for 260.07 feet; thence N 0(degree)
00' 16" W for 43.77 feet; thence due East for 66.43 feet; thence due North for
442.04 feet; thence S 89(degree) 58' 18" E for 213.66 feet; thence due North for
126.74 feet; thence S 89(degree) 58' 18" E for 158.04 feet to the Point of
Beginning of said tract of land.

AND LESS AND EXCEPT:

A tract of land which is part of the NW/4 of Section 27, Township 19 North,
Range 13 E, City of Tulsa, Oklahoma, being described as follows, to-wit:

COMMENCING at the Northwesterly Corner of said NW/4 of Section 27; thence due
South along the Westerly line of the NW/4 of Section 27 for 1195.04 feet; thence
due East for 403.60 feet to a point on the Northerly right of way line of East
43rd Street South and the Point of Beginning of said tract of land; thence N
00(degree) 00' 14" E for 344.49 feet; thence S 89(degree) 59' 46" E for 46.20
feet; thence due North for 43.73 feet; thence S 89(degree) 59' 46" E for 286.50
feet; thence N 0(degree) 00' 14" E for 44.25 feet; thence S 89(degree) 59' 46" E
for 165.25 feet; thence S 17(degree) 25' 20" E for 386.91 feet to a point on
said Northerly right of way line of East 43rd Street South; thence along said
Northerly right of way line as follows: S 72(degree) 34' 51" W for 149.29 feet
to a point of curve, and along a curve to the right having a central angle of
17(degree) 25' 09" and a radius of 405.00 feet for 123.13 feet; thence due West
for 350.12 feet to the Point of Beginning of said tract of land.

AND

TRACT B:

Together with and for the benefit of Tract A above described, all rights in and
to easements as established by GRANT OF RECIPROCAL EASEMENTS, DECLARATION OF
COVENANTS RUNNING WITH THE LAND AND DEVELOPMENT AGREEMENT, between Mervyn's, a


                                       3


California corporation authorized to do business in Oklahoma, and Southland
Associates, an Oklahoma partnership, dated September 13, 1985, filed December
22, 1986, and recorded in Book 4990, Pages 1484 through 1599, together with
First Amendment to Grant of Reciprocal Easements, Declaration of Covenants
Running With the Land and Development Agreement, dated December 10, 1986, filed
December 22, 1986, and recorded in Book 4990 at Page 1600 in the Office of the
County Clerk of Tulsa County, Oklahoma, and as further evidenced by the Short
Form of Grant of Reciprocal Easements and Declaration of Covenants between
Mervyn's and Southland Associates, dated September 13, 1985, filed September 25,
1985, and recorded in Book 4894, Page 1147; as amended by Amended and Restated
Grant of Reciprocal Easements, Declaration of Covenants Running With the Land
and Development Agreement, dated January 13, 1997, filed January 13, 1997,
recorded in Book 5877, Page 742.




                                       4


                                    EXHIBIT B

                                       TO

                         AGREEMENT OF PURCHASE AND SALE

                                    Rent Roll
                                    ---------

                       [The Rent Roll follows this page.]




                                        1


                                    EXHIBIT C

                                       TO

                         AGREEMENT OF PURCHASE AND SALE

                              LIMITED WARRANTY DEED


KNOW ALL MEN BY THESE PRESENTS:

     THAT COYOTE TULSA MALL, LLC, a Delaware limited liability company
("Grantor"), in consideration of the amount of Ten Dollars and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, does hereby grant, bargain, sell and convey unto
__________________________ ("Grantee"), with an address of
____________________________, the real property described on Exhibit "A" hereto,
together with all the improvements thereon and the appurtenances thereunto
belonging (the "Property"), and subject to the matters described on Exhibit "B"
hereto, and warrant title to the same to be free, clear and discharged of and
from all former grants, charges, taxes, judgments, liens and encumbrances of
whatsoever nature granted by, through or under Grantor, but not otherwise.

     TO HAVE AND TO HOLD the Property unto Grantee, forever.

          EXECUTED on _____________, 200_.


                            COYOTE TULSA MALL, L.L.C.,
                            a Delaware limited liability company

                            By: Coyote Tulsa Holding, L.L.C.,
                                a New York limited liability company,
                                its sole member

                            By: Coyote Tulsa Investors, L.L.C.,
                                a Delaware limited liability company,
                                its managing member

                            By: ______________________________
                                Michael E. Rulli
                                Chief Executive Officer


                                        1


STATE OF _____________      )

                            )

COUNTY OF _____________     )



     This instrument was acknowledged before me on _________ __, 200_, by
_________________, as ____________ of Coyote Tulsa Mall, L.L.C., a Delaware
limited liability company, on behalf of said company.



                                       __________________________________

                                       Notary Public

[SEAL]                                 My commission expires: ____________

                                       Commission No.:        ____________



     GRANTEE'S ADDRESS FOR TAX NOTICES:

     c/o Glimcher Properties Limited Partnership
     150 East Gay Street
     Columbus, Ohio 43215
     Attention: General Counsel


     When recorded, return to Grantee:
     ---------------------------------
     c/o Glimcher Properties Limited Partnership
     150 East Gay Street
     Columbus, Ohio 43215
     Attention: General Counsel


                                        2


                                    EXHIBIT D

                                       TO

                         AGREEMENT OF PURCHASE AND SALE

                       Bill of Sale and General Assignment

      [The form of Bill of Sale and General Assignment follows this page.]
      --------------------------------------------------------------------






                                        1


                       BILL OF SALE AND GENERAL ASSIGNMENT

STATE OF ____________________)
                             )
COUNTY OF ___________________)

     Concurrently with the execution and delivery hereof, COYOTE TULSA MALL,
L.L.C. a Delaware limited liability company ("Assignor"), is conveying to
______________________________________ ("Assignee"), by Limited Warranty Deed,
that certain tract of land together with the improvements thereon (the
"Property") lying and being situated in the City of Tulsa, County of Tulsa,
State of Oklahoma and being more particularly described in Exhibit A, attached
hereto and made a part hereof.

     It is the desire of Assignor to hereby assign, transfer, setover and
deliver to Assignee all furnishings, fixtures, fittings, appliances, apparatus,
equipment, machinery and other items of personal property, if any, which are
owned by Assignor, affixed or attached to, or placed or situated upon, the
Property, and any and all other incidental rights and appurtenances relating
thereto, all as more fully described below (such properties being collectively
called the "Assigned Properties").

     NOW, THEREFORE, in consideration of the receipt of Ten Dollars ($10.00) and
other good and valuable consideration in hand paid by Assignee to Assignor, the
receipt and sufficiency of which are hereby acknowledged and confessed by
Assignor, Assignor does hereby ASSIGN, TRANSFER, SET OVER and DELIVER to
Assignee, its successors and assigns, all of the Assigned Properties, without
warranty (whether statutory, express or implied), except as hereinafter set
forth, including, without limitation the following:

     1. All furnishings, fittings, equipment, appliances, apparatus, machinery
fixtures and all other personal property of every kind and character (both
tangible and intangible), if any, owned by Assignor and located in or on the
Property, listed on Schedule 1 attached hereto;

     2. All of Assignor's interest in and to all use, occupancy, building and
operating permits, licenses and approvals, if any, issued from time to time with
respect to the Property or the Assigned Properties;

     3. All of Assignor's interest in and to all existing and assignable
guaranties and warranties (express or implied), if any, issued in connection
with the construction, alteration and repair of the Property and/or the
purchase, installation and the repair of the Assigned Properties;

     4. All rights which Assignor may have to use the name "Tulsa Promenade" in
connection with the Property, if any; and

     5. All rights, which Assignor may have, if any, in and to any tenant data,
telephone numbers and listings, all master keys and keys to common areas, domain
names, trade names, trade rights, all good will, if any, and any and all other


                                        2


rights, privileges and appurtenances to the extent any of the foregoing is owned
by Assignor and related to or used in connection with the existing business
operation of the Property.

     TO HAVE AND TO HOLD the Assigned Properties, subject as aforesaid, unto
Assignee, its successors and assigns, to WARRANT AND FOREVER DEFEND, all and
singular, title to the Assigned Properties unto Assignee, its successors and
assigns, against every person whomsoever lawfully claiming or to claim the same,
or any part thereof, by, through or under Assignor, but not otherwise, subject
to all terms and provisions hereof and subject to the same Permitted
Encumbrances listed and described on Exhibit B to that certain Deed of even date
herewith from Assignor to Assignee.

     ASSIGNOR MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE PHYSICAL
CONDITION OF THE PROPERTY OR THE ASSIGNED PROPERTIES OR THE SUITABILITY THEREOF
FOR ANY PURPOSE THAT ASSIGNEE MAY DESIRE TO USE IT. ASSIGNOR HEREBY EXPRESSLY
DISCLAIMS ANY WARRANTIES AS TO MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR
PURPOSE AND ANY OTHER WARRANTIES OR REPRESENTATIONS AS TO THE PHYSICAL CONDITION
OF THE ASSIGNED PROPERTIES. ASSIGNEE ACKNOWLEDGES AND AGREES THAT IT HAS
INSPECTED THE ASSIGNED PROPERTIES AND ACCEPTS SAME IN THEIR PRESENT CONDITION,
"AS IS" AND "WITH ALL FAULTS."

     Assignor on behalf of itself and its successors and assigns does hereby
agree to indemnify and hold Assignee, it successors and assigns, harmless from
all obligations accruing under the Contracts assigned hereby and any liabilities
arising thereunder, prior to the date hereof but not thereafter.

     Assignee on behalf of itself, its successors and assigns, hereby agree to
assume and perform all obligations accruing under the Assigned Properties from
and after the date hereof, and Assignee on behalf of itself, its successors and
assigns does hereby agree to indemnify and hold Assignor, its successors and
assigns, harmless from all such obligations and any liabilities arising
thereunder from and after the date hereof.

     This document may be executed in any number of counterparts, each of which
may be executed by any one or more of the parties hereto, but all of which shall
constitute one instrument, and shall be binding and effective when all parties
hereto have executed at least one counterpart.

     IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment to be
executed as of the _____ day of _______________________, 2005.



                                        3


                                    ASSIGNOR:


                                    COYOTE TULSA MALL, L.L.C.,
                                    a Delaware limited liability company


                                    By:  Coyote Tulsa Holding, L.L.C.,
                                         a New York limited liability company,
                                         its sole member


                                    By:  Coyote Tulsa Investors, L.L.C.,
                                         a Delaware limited liability company,
                                         its managing member


                                    By:  ______________________________
                                         Michael E. Rulli
                                         Chief Executive Officer



                                    ASSIGNEE:


                                    ____________________________________


                                    By:  _______________________________


                                         By:     _______________________

                                         Name:   _______________________

                                         Title:  _______________________


                                        4


                                   SCHEDULE 1

                         TO BILL OF SALE AND ASSIGNMENT

                   List of Personal Property Owned by Assignor

                                See attached list




                                        1


                             MANUALS / SOFTWARE ETC.
                             -----------------------


MALL: Tulsa Promenade

Manuals, i.e. any procedures, software, 1999 EQUIPMENT furniture, etc.


================================================================================================================================
                   ORIGINAL      L = LEASED                               DESCRIPTION                                 DATE
    QUANTITY         COST        O = OWNED     If Leased, include lease or lease purchase, date leased and          PURCHASED
                                                                     date lease expires.
================================================================================================================================
     
        1                             O       MICROSOFT HOME PUBLISHER                                            08/01/2001
- --------------------------------------------------------------------------------------------------------------------------------
        1                             O       MICROSOFT PUBLISHER                                                 08/01/2001
- --------------------------------------------------------------------------------------------------------------------------------
        1                                     MICROSOFT OFFICE UPDATE(SENT FROM MIS DEPT)                         10/01/2001
- --------------------------------------------------------------------------------------------------------------------------------
                                              SERVER UPGRADE  DELL COMPUTERS
- --------------------------------------------------------------------------------------------------------------------------------



                                       2


            2002 EQUIPMENT & FURNISHINGS INVENTORY OWNED BY ASSIGNOR

                                     OFFICE


MALL: TULSA PROMENADE

Chairs, desks, tables, file cabinets, PC's, calculators, copy machines, fax
machines, telephone systems, desk or table lamps pictures, etc.


================================================================================================================================
                  ORIGINAL          L = LEASED                             DESCRIPTION                                 DATE
    QUANTITY        COST            O = OWNED     If Leased, include lease or lease purchase, date leased and        PURCHASED
                                                                      date lease expires.
================================================================================================================================
     
        9          UNKN                  O      DESKS                                                                  1986
- --------------------------------------------------------------------------------------------------------------------------------
        4          UNKN                  O      CREDENZA'S                                                             1991
- --------------------------------------------------------------------------------------------------------------------------------
        3          UNKN                  O      WOODEN BOOKSELVES                                                      1991
- --------------------------------------------------------------------------------------------------------------------------------
        2          UNKN                  O      WOODEN BOOKSELVES 2 DOOR                                               1991
- --------------------------------------------------------------------------------------------------------------------------------
        1          UNKN                  O      CONFERENCE TABLE                                                       1986
- --------------------------------------------------------------------------------------------------------------------------------
        6          UNKN                  O      TABLE LAMPS                                                            1986
- --------------------------------------------------------------------------------------------------------------------------------
        6          UNKN                  O      GREEN/GREY FABRIC DESK CHAIRS                                          1996
- --------------------------------------------------------------------------------------------------------------------------------
        6          UNKN                  O      GREY SWIVEL ROLLING CHAIRS-CONFERENCE                                  1986
- --------------------------------------------------------------------------------------------------------------------------------
       14          UNKN                  O      METAL 4 DRAWER FILING CABINETS                                         1991
- --------------------------------------------------------------------------------------------------------------------------------
        1          UNKN                  O      METAL 2 DRAWER FILING CABINETS                                         1991
- --------------------------------------------------------------------------------------------------------------------------------



                                       3


                                     OFFICE


MALL: TULSA PROMENADE

Chairs, desks, tables, file cabinets, PC's, calculators, copy machines, fax
machines, telephone systems, desk or table lamps pictures, etc.


================================================================================================================================
                  ORIGINAL          L = LEASED                             DESCRIPTION                                 DATE
    QUANTITY        COST            O = OWNED     If Leased, include lease or lease purchase, date leased and        PURCHASED
                                                                      date lease expires.
================================================================================================================================
     
        1          UNKN                  O      METAL ROLLING FILE CABINET WITH LID                                    1991
- --------------------------------------------------------------------------------------------------------------------------------
        1          UNKN                  O      TYPING TABLE                                                           1986
- --------------------------------------------------------------------------------------------------------------------------------
        1          UNKN                  O      COMPUTER TABLE                                                         1992
- --------------------------------------------------------------------------------------------------------------------------------
        2          UNKN                  O      2 DOOR METAL SUPPLY CABINETS                                           1986
- --------------------------------------------------------------------------------------------------------------------------------
        4          UNKN                  O      FRAMED MALL PRINTS-CONFERENCE ROOM                                     1991
- --------------------------------------------------------------------------------------------------------------------------------
        1          $9,111                O      SAVIN C2410 COPY MACHINE                                               9/2005
- --------------------------------------------------------------------------------------------------------------------------------
        1          UNKN                  O      CANNON P 102 D CALCULATOR                                              1993
- --------------------------------------------------------------------------------------------------------------------------------
        1          UNKN                  O      PANASONIC PAPER SHREDDER                                               1992
- --------------------------------------------------------------------------------------------------------------------------------
        1          UNKN                  L      POSTAGE SCALE AND METER                                                2004
- --------------------------------------------------------------------------------------------------------------------------------
        1          UNKN                  O      HP 5550 PRINTER-MIKE LOGAN'S OFFICE                                    2002
- --------------------------------------------------------------------------------------------------------------------------------



                                       4


                                     OFFICE


MALL: TULSA PROMENADE

Chairs, desks, tables, file cabinets, PC's, calculators, copy machines, fax
machines, telephone systems, desk or table lamps pictures, etc.


================================================================================================================================
                  ORIGINAL          L = LEASED                             DESCRIPTION                                 DATE
    QUANTITY        COST            O = OWNED     If Leased, include lease or lease purchase, date leased and        PURCHASED
                                                                      date lease expires.
================================================================================================================================
     
        1          UNKN                 O       HP DESK JET 840 C PRINTER-CUSTOMER SERV                                UNKN
- ---------------------------------------------------------------------------------------------------------------------------------
        1          UNKN                 O       SYLVANIA TELEVISION                                                    UNKN
- ---------------------------------------------------------------------------------------------------------------------------------
        1          UNKN                 O       MAGNAVOX 4 HEAD VCR                                                    UNKN
- ---------------------------------------------------------------------------------------------------------------------------------
        1          UNKN                 O       IBM WHEELWRITER 5 TYPEWRITERS                                          UNKN
- ---------------------------------------------------------------------------------------------------------------------------------
        1          UNKN                 O       MOTOROLA BASE STATION                                                  1998
- ---------------------------------------------------------------------------------------------------------------------------------
        1          2003                 O       FRANKLIN CHEF REFRIGERATOR                                             1990
- ---------------------------------------------------------------------------------------------------------------------------------
        1          UNKN                 O       MICROWAVE                                                              1980
- ---------------------------------------------------------------------------------------------------------------------------------
        1          UNKN                 O       ELECTRIC PENCIL SHARPENER                                              UNKN
- ---------------------------------------------------------------------------------------------------------------------------------
        2          UNKN                 O       HP VECTRA VL COMPUTERS                                                 1999
- ---------------------------------------------------------------------------------------------------------------------------------
        1          UNKN                 O       HP LASERJET 1200 ADMIN ASSIST.                                         2004
- ---------------------------------------------------------------------------------------------------------------------------------
        1          UNKN                 O       HP 6L PRINTERS                                                         UNKN
- ---------------------------------------------------------------------------------------------------------------------------------



                                       5


                                     OFFICE


MALL: TULSA PROMENADE

Chairs, desks, tables, file cabinets, PC's, calculators, copy machines, fax
machines, telephone systems, desk or table lamps pictures, etc.


================================================================================================================================
                  ORIGINAL          L = LEASED                             DESCRIPTION                                 DATE
    QUANTITY        COST            O = OWNED     If Leased, include lease or lease purchase, date leased and        PURCHASED
                                                                      date lease expires.
================================================================================================================================
     
        2          UNKN                O        HP LASER JET 2100 PRINTERS                                             1999
- ---------------------------------------------------------------------------------------------------------------------------------
        1          $539.37             O        SONY MAVICA DIGITAL CAMERA                                             2000
- ---------------------------------------------------------------------------------------------------------------------------------
        1          UNKN                O        CANNON POWER SHOT A75 DIGITAL CAMERA                                   2004
- ---------------------------------------------------------------------------------------------------------------------------------
        1          $382.00             O        SENTRY OFFICE SAFE                                                     2000
- ---------------------------------------------------------------------------------------------------------------------------------
        2          $548.75             O        FILING CABINETS                                                        1999
- ---------------------------------------------------------------------------------------------------------------------------------
        18         UNKN                O        FRAMED PRINTS                                                          2000
- ---------------------------------------------------------------------------------------------------------------------------------
        1          UNKN                L        LUCENT PHONE SYSTEM MLX 16 DP                                          2000
- ---------------------------------------------------------------------------------------------------------------------------------
        4          $269.00             O        BLACK LEATHER DESK CHAIR                                               2000
- ---------------------------------------------------------------------------------------------------------------------------------
        1          $1,000               O       PANAFAX 800 FAX MACHINE                                                2002
- ---------------------------------------------------------------------------------------------------------------------------------



                                       6


                             OFFICE-CUSTOMER SERVICE


MALL: TULSA PROMENADE

Chairs, desks, tables, file cabinets, PC's, calculators, copy machines, fax
machines, telephone systems, desk or table lamps pictures, etc.


================================================================================================================================
                  ORIGINAL          L = LEASED                             DESCRIPTION                                 DATE
    QUANTITY        COST            O = OWNED     If Leased, include lease or lease purchase, date leased and        PURCHASED
                                                                      date lease expires.
================================================================================================================================
     
       1           UNKN                 O       MOTOROLA BASE STATION RADIO                                            1993
- ---------------------------------------------------------------------------------------------------------------------------------
       1           UNKN                 O       MOTOROLA RADIO MICROPHONE                                              1993
- ---------------------------------------------------------------------------------------------------------------------------------
       4           UNKN                 O       WHEEL CHAIRS                                                         2004-2005
- ---------------------------------------------------------------------------------------------------------------------------------
       2           $8,190               O       GIFT CERTIFICATE COMPUTERS                                             2004
- ---------------------------------------------------------------------------------------------------------------------------------
       1           $184.47              O       TV WITH DVD PLAYER                                                     2004
- ---------------------------------------------------------------------------------------------------------------------------------
       2           UNKN                 O       SHARP CASH REGISTERS                                                   2004
- ---------------------------------------------------------------------------------------------------------------------------------



                                       7


                            VEHICLES (LEASED & OWNED)


MALL TULSA PROMENADE

Trucks, car sweepers, security vehicles, etc.


================================================================================================================================
                  ORIGINAL          L = LEASED                             DESCRIPTION                                 DATE
    QUANTITY        COST            O = OWNED     If Leased, include lease or lease purchase, date leased and        PURCHASED
                                                                      date lease expires.
================================================================================================================================
     
        3                               O       UNIVEGA BIKES
- ---------------------------------------------------------------------------------------------------------------------------------
        2                               O       GIANT BIKES
- ---------------------------------------------------------------------------------------------------------------------------------
       10                               O       BICYCLE HELMETS                                                       2005
- ---------------------------------------------------------------------------------------------------------------------------------



                                       8


            2002 EQUIPMENT & FURNISHINGS INVENTORY OWNED BY ASSIGNOR


                             MAINTENANCE & SECURITY


MALL: TULSA PROMENADE

1999 EQUIPMENT and tools: (Items that have a replacement cost value of $50.00 or
more). Floor machines, large tools, ladders, generators, pain strippers, lawn
mowers, weed trimmers, snow blowers, radio communication systems, pagers, etc.


================================================================================================================================
                  ORIGINAL          L = LEASED                             DESCRIPTION                                 DATE
    QUANTITY        COST            O = OWNED     If Leased, include lease or lease purchase, date leased and        PURCHASED
                                                                      date lease expires.
================================================================================================================================
     
        2          UNKN                 O       METAL OFFICE DESKS                                                     UNKN
- ---------------------------------------------------------------------------------------------------------------------------------
        3          UNKN                 O       METAL 4 DRAWER FILING CABINETS                                         UNKN
- ---------------------------------------------------------------------------------------------------------------------------------
        1          UNKN                 O       METAL 2 DRAWER FILING CABINETS                                         UNKN
- ---------------------------------------------------------------------------------------------------------------------------------
        3          UNKN                 O       OFFICE CHAIRS                                                          UNKN
- ---------------------------------------------------------------------------------------------------------------------------------
        1          UNKN                 O       LARGE METAL KEY BOX - GREY                                             UNKN
- ---------------------------------------------------------------------------------------------------------------------------------
        1          UNKN                 O       SMALL METAL KEY BOX - TAN                                              UNKN
- ---------------------------------------------------------------------------------------------------------------------------------
        1          UNKN                 O       WOODEN OFFICE DESK                                                     UNKN
- ---------------------------------------------------------------------------------------------------------------------------------
        1          UNKN                 O       REFRIGERATOR - SMALL                                                   UNKN
- ---------------------------------------------------------------------------------------------------------------------------------
       16          UNKN                 O       METAL LOCKERS                                                          UNKN
- ---------------------------------------------------------------------------------------------------------------------------------



                                       9


            2002 EQUIPMENT & FURNISHINGS INVENTORY OWNED BY ASSIGNOR


                             MAINTENANCE & SECURITY


MALL: TULSA PROMENADE

1999 EQUIPMENT and tools: (Items that have a replacement cost value of $50.00 or
more). Floor machines, large tools, ladders, generators, pain strippers, lawn
mowers, weed trimmers, snow blowers, radio communication systems, pagers, etc.


================================================================================================================================
                  ORIGINAL          L = LEASED                             DESCRIPTION                                 DATE
    QUANTITY        COST            O = OWNED     If Leased, include lease or lease purchase, date leased and        PURCHASED
                                                                      date lease expires.
================================================================================================================================
     
        2          UNKN                 O       BOOK SHELVES W/ REMOVABLE SHELVES                                     UNKN
- ---------------------------------------------------------------------------------------------------------------------------------
        1          UNKN                 O       DRAMM PLANT WASHER                                                    1995
- ---------------------------------------------------------------------------------------------------------------------------------
        1          UNKN                 O       HONDA POWERWASHER                                                     1994
- ---------------------------------------------------------------------------------------------------------------------------------
        1          UNKN                 O       WATER MACHINE                                                         1996
- ---------------------------------------------------------------------------------------------------------------------------------
        2          UNKN                 O       TREE PLANT CONTAINERS (LARGE FIBERGLASS)                              1996
- ---------------------------------------------------------------------------------------------------------------------------------
       10          UNKN                 O       TREE PLANT CONTAINERS (MEDIUM FIBERGLASS)                             1996
- ---------------------------------------------------------------------------------------------------------------------------------
       34          UNKN                 O       PLANT CONTAINERS (MEDIUM FIBERGLASS)                                  1996
- ---------------------------------------------------------------------------------------------------------------------------------
        6          UNKN                 O       PLANT CONTAINERS (LARGE FIBERGLASS)                                   1996
- ---------------------------------------------------------------------------------------------------------------------------------
       31          UNKN                 O       TRASH CONTAINERS                                                      1996
- ---------------------------------------------------------------------------------------------------------------------------------
        1          UNKN                 O       WELDER LINCOLN - ELECTRIC                                             1993
- ---------------------------------------------------------------------------------------------------------------------------------



                                       10


                             MAINTENANCE & SECURITY


MALL: _TULSA PROMENADE

1999 EQUIPMENT and tools: (Items that have a replacement cost value of $50.00 or
more). Floor machines, large tools, ladders, generators, pain strippers, lawn
mowers, weed trimmers, snow blowers, radio communication systems, pagers, etc.


================================================================================================================================
                  ORIGINAL          L = LEASED                             DESCRIPTION                                 DATE
    QUANTITY        COST            O = OWNED     If Leased, include lease or lease purchase, date leased and        PURCHASED
                                                                      date lease expires.
================================================================================================================================
     
        1          UNKN                 O       MARKLIFT                                                               UNKN
- ---------------------------------------------------------------------------------------------------------------------------------
        1          UNKN                 O       BILLY GOAT - KD50 T                                                    1986
- ---------------------------------------------------------------------------------------------------------------------------------
        1          UNKN                 O       2 TON FLOOR JACK                                                       UNKN
- ---------------------------------------------------------------------------------------------------------------------------------
        4          UNKN                 O       2 WHEEL DOLLY                                                          1993
- ---------------------------------------------------------------------------------------------------------------------------------
       15          UNKN                 O       MOTOROLA RADIOS                                                        1994
- ---------------------------------------------------------------------------------------------------------------------------------
       11          UNKN                 O       SINGLE RADIO CHARGERS
- ---------------------------------------------------------------------------------------------------------------------------------
        1          UNKN                 O       MOTOROLA RADIO MULTI CHARGER                                           1994
- ---------------------------------------------------------------------------------------------------------------------------------
        2          114.75               O       WET/DRY VACS                                                           1999
- ---------------------------------------------------------------------------------------------------------------------------------
        2          UNKN                 O       2 NEW RADIO REPEATERS                                                  2004
- ---------------------------------------------------------------------------------------------------------------------------------
        2          UNKN                 O       DUAL HALOGEN SPOT LIGHTS                                               1998
- ---------------------------------------------------------------------------------------------------------------------------------



                                       11


            2003 EQUIPMENT & FURNISHINGS INVENTORY OWNED BY ASSIGNOR


                             MAINTENANCE & SECURITY


MALL: TULSA PROMENADE

1999 EQUIPMENT and tools: (Items that have a replacement cost value of $50.00 or
more). Floor machines, large tools, ladders, generators, pain strippers, lawn
mowers, weed trimmers, snow blowers, radio communication systems, pagers, etc.


================================================================================================================================
                  ORIGINAL          L = LEASED                             DESCRIPTION                                 DATE
    QUANTITY        COST            O = OWNED     If Leased, include lease or lease purchase, date leased and        PURCHASED
                                                                      date lease expires.
================================================================================================================================
     
       1           UNKN                O        SINGLE WORK LIGHT                                                     1999
- ---------------------------------------------------------------------------------------------------------------------------------
       1           UNKN                O        8FT ALUMINUM LADDER                                                   UNKN
- ---------------------------------------------------------------------------------------------------------------------------------
       1           UNKN                O        6 FT ALUMINUM LADDER                                                  UNKN
- ---------------------------------------------------------------------------------------------------------------------------------
       1           UNKN                O        4 FT ALUMINUM LADDER                                                  UNKN
- ---------------------------------------------------------------------------------------------------------------------------------
       1           UNKN                O        10 FT FIBERGLASS LADDER
- ---------------------------------------------------------------------------------------------------------------------------------
       1           UNKN                O        10FT WOODEN LADDER                                                    UNKN
- ---------------------------------------------------------------------------------------------------------------------------------
       1           UNKN                O        14FT WOODEN LADDER                                                    UNKN
- ---------------------------------------------------------------------------------------------------------------------------------
       1           UNKN                O        14FT FIBERGLASS LADDER                                                UNKN
- ---------------------------------------------------------------------------------------------------------------------------------
       1           $1,300              O        SNOW BLOWER                                                           2003
- ---------------------------------------------------------------------------------------------------------------------------------
       1           $300                O        BOSCH HAMMER DRILL                                                    2003
- ---------------------------------------------------------------------------------------------------------------------------------
       1           $160                O        6 PIECE RYOBI CORDLESS KIT                                            2002
- ---------------------------------------------------------------------------------------------------------------------------------
       1           $130                O        14 INCH CRAFTSMAN CHAIN SAW                                           2002
- ---------------------------------------------------------------------------------------------------------------------------------



                                       12


                              MARKETING / PROMOTION


MALL: TULSA PROMENADE

Train, cameras, sign holders, message repeaters, costumes (Santa, Easter Bunny,
etc.), iron railings, rope and stanchions, displays, animation, etc.


================================================================================================================================
                  ORIGINAL          L = LEASED                             DESCRIPTION                                 DATE
    QUANTITY        COST            O = OWNED     If Leased, include lease or lease purchase, date leased and        PURCHASED
                                                                      date lease expires.
================================================================================================================================
     
        1          UNKN                 O       HP DESK JET 722 PRINTER                                             UNKN
- ------------------------------------------------------------------------------------------------------------------------------------
        7          UNKN                 O       3-TIER GIFT WRAP PAPER STANDS                                       UNKN
- ------------------------------------------------------------------------------------------------------------------------------------
        8          UNKN                 O       4X8 PORTABLE STAGE SECTIONS                                         UNKN
- ------------------------------------------------------------------------------------------------------------------------------------
        1          UNKN                 O       OVERHEAD PROJECTOR 3M9100                                           UNKN
- ------------------------------------------------------------------------------------------------------------------------------------
        2          UNKN                 O       STAGE STEPS                                                         UNKN
- ------------------------------------------------------------------------------------------------------------------------------------
        1          UNKN                 O       SOUND PACIFIC SOUND SYSTEM                                          UNKN
- ------------------------------------------------------------------------------------------------------------------------------------
        3          UNKN                 O       CHORAL RISER SECTIONS                                               UNKN
- ------------------------------------------------------------------------------------------------------------------------------------
        1          UNKN                 O       SHOPPING BAG DISPENSER                                              UNKN
- ------------------------------------------------------------------------------------------------------------------------------------
        1          UNKN                 O       EASTER FENCING                                                      UNKN
- ------------------------------------------------------------------------------------------------------------------------------------
        1          UNKN                 O       EASTER BUNNY COSTUME                                                UNKN
- ------------------------------------------------------------------------------------------------------------------------------------



                                       13


            2003 EQUIPMENT & FURNISHINGS INVENTORY OWNED BY ASSIGNOR


                              MARKETING / PROMOTION


MALL: TULSA PROMENADE

Train, cameras, sign holders, message repeaters, costumes (Santa, Easter Bunny,
etc.), iron railings, rope and stanchions, displays, animation, etc.


================================================================================================================================
                  ORIGINAL          L = LEASED                             DESCRIPTION                                 DATE
    QUANTITY        COST            O = OWNED     If Leased, include lease or lease purchase, date leased and        PURCHASED
                                                                      date lease expires.
================================================================================================================================
     
        4          UNKN                 O       DECORATIVE LARGE EASTER EGGS                                        UNKN
- ------------------------------------------------------------------------------------------------------------------------------------
        1          UNKN                 O       ROUND ENTRY BLANK ROTATOR                                           UNKN
- ------------------------------------------------------------------------------------------------------------------------------------
        3          UNKN                 O       3 SIDED SIGN HOLDERS                                                UNKN
- ------------------------------------------------------------------------------------------------------------------------------------
        3          UNKN                 O       TALL DISPLAY CASES                                                  UNKN
- ------------------------------------------------------------------------------------------------------------------------------------
        8          UNKN                 O       GREEN SIGN HOLDERS 22X28                                            2004
- ------------------------------------------------------------------------------------------------------------------------------------
        5          UNKN                 O       BRASS SIGN HOLDER BASKETS                                           UNKN
- ------------------------------------------------------------------------------------------------------------------------------------
       19          UNKN                 O       BRASS 22X28 SIGN HOLDERS                                            UNKN
- ------------------------------------------------------------------------------------------------------------------------------------
       27          UNKN                 O       CHROME STANCHIONS                                                   UNKN
- ------------------------------------------------------------------------------------------------------------------------------------
        6          UNKN                 O       STANCHION ROPES                                                     UNKN
- ------------------------------------------------------------------------------------------------------------------------------------
        3          UNKN                 O       BRASS EASELS                                                        UNKN
- ------------------------------------------------------------------------------------------------------------------------------------



                                       14


                              MARKETING / PROMOTION


MALL: TULSA PROMENADE

Train, cameras, sign holders, message repeaters, costumes (Santa, Easter Bunny,
etc.), iron railings, rope and stanchions, displays, animation, etc.


================================================================================================================================
                  ORIGINAL          L = LEASED                             DESCRIPTION                                 DATE
    QUANTITY        COST            O = OWNED     If Leased, include lease or lease purchase, date leased and        PURCHASED
                                                                      date lease expires.
================================================================================================================================
     
        1          UNKN                 O       PODIUM                                                              UNKN
- ------------------------------------------------------------------------------------------------------------------------------------
        2          UNKN                 O       DEMONSTRATION BOARDS                                                UNKN
- ------------------------------------------------------------------------------------------------------------------------------------
        5          UNKN                 O       6 FT TABLES                                                         UNKN
- ------------------------------------------------------------------------------------------------------------------------------------
       36          UNKN                 O       8 FT TABLES                                                         UNKN
- ------------------------------------------------------------------------------------------------------------------------------------
       19          200.00               O       6 FT PLASTIC TABLES                                                 2005
- ------------------------------------------------------------------------------------------------------------------------------------
        1          75,105               O       NUTCRACKER CHRISTMAS DECOR                                          1997
- ------------------------------------------------------------------------------------------------------------------------------------
        1          20,933               O       DISNEY CHRISTMAS DECOR PACKAGE-LEASE PURCHASE                       2004
- ------------------------------------------------------------------------------------------------------------------------------------
       110         UNKN                 O       FOLDING CHAIRS                                                      UNKN
- ------------------------------------------------------------------------------------------------------------------------------------
        2          UNKN                 O       TABLE CARTS                                                         UNKN
- ------------------------------------------------------------------------------------------------------------------------------------
        4          900.00               O       LARGE DECORATIVE EASTER EGGS                                        2000
- ------------------------------------------------------------------------------------------------------------------------------------



                                       15


            2002 EQUIPMENT & FURNISHINGS INVENTORY OWNED BY ASSIGNOR


                              MARKETING / PROMOTION


MALL: _TULSA PROMENADE

Train, cameras, sign holders, message repeaters, costumes (Santa, Easter Bunny,
etc.), iron railings, rope and stanchions, displays, animation, etc.


================================================================================================================================
                  ORIGINAL          L = LEASED                             DESCRIPTION                                 DATE
    QUANTITY        COST            O = OWNED     If Leased, include lease or lease purchase, date leased and        PURCHASED
                                                                      date lease expires.
================================================================================================================================
     
        1          795.00               O       20X20 GRASS MAT                                                     2000
- --------------------------------------------------------------------------------------------------------------------------------
        2          UNKN                 O       MICROPHONE STANDS                                                   UNKN
- --------------------------------------------------------------------------------------------------------------------------------
        1          UNKN                 O       25 IN TELEVISION                                                    2000
- --------------------------------------------------------------------------------------------------------------------------------
        1          UNKN                 O       4 HEAD VCR                                                          2000
- --------------------------------------------------------------------------------------------------------------------------------
        1          UNKN                 O       TV CART                                                             2000
================================================================================================================================



                                       16


INVENTORY ADDED IN      YEAR  2002-2005


MALL: TULSA PROMENADE

================================================================================
     DATE          PURCHASE
  PURCHASED         PRICE                          DESCRIPTION OF EQUIPMENT
- --------------------------------------------------------------------------------
  1/31/2002        $116.99                       PANASONIC FAX MACHINE
- --------------------------------------------------------------------------------
  1/31/2002        $431.10                       CANON COPY MACHINE
- --------------------------------------------------------------------------------
  1/31/2002        $259.98                       2 BLACK DESK SWIVEL CHAIRS
- --------------------------------------------------------------------------------
  1/31/2002        UNKNOWN                       DELL COMPUTER MONITOR
- --------------------------------------------------------------------------------
  1/31/2002        UNKNOWN                       DELL COMPUTER PC
- --------------------------------------------------------------------------------
  8/2/2001         $389.00                       HP LASERJET 1200
================================================================================


                                       17


                        INVENTORY ADDED IN YEAR 2002-2005


MALL: TULSA PROMENADE

================================================================================
     DATE          PURCHASE
  PURCHASED         PRICE                          DESCRIPTION OF EQUIPMENT
- --------------------------------------------------------------------------------
11/01/2001         $341.00                       SOFA
- --------------------------------------------------------------------------------
11/01/2001         $572.00                       3 TABLES AND 2 CHAIRS
- --------------------------------------------------------------------------------
11/01/2001         $184.00                       LAMP, MIRROR AND PRINTS
- --------------------------------------------------------------------------------
11/01/2001         $161.00                       AREA RUG
- --------------------------------------------------------------------------------
05/03/2001         $86.00                        ELECTRONIC LABELMAKER
- --------------------------------------------------------------------------------
04/2003            $8,327.76                     6 DELL OPTIPLEX COMPUTERS
- --------------------------------------------------------------------------------
04/2003            INCLUDED                      6 DELL 16 INCH MONITORS
================================================================================


                                       18


                        INVENTORY ADDED IN YEAR 2002-2005


MALL: TULSA PROMENADE

================================================================================
     DATE          PURCHASE
  PURCHASED         PRICE                          DESCRIPTION OF EQUIPMENT
- --------------------------------------------------------------------------------
      2001         $50.00                        BENCH VISE
- --------------------------------------------------------------------------------
      2001         $70.00                        BENCH GRINDER
- --------------------------------------------------------------------------------
      2001         $50.00                        SET OF CRESCENT WRENCHES
- --------------------------------------------------------------------------------
      2001         $50.00                        SET OF COLD CHISELS
- --------------------------------------------------------------------------------
      2001         $50.00                        SET OF 1/2 DRIVE SOCKETS
- --------------------------------------------------------------------------------
      2001         $50.00                        SET OF 3/8 DRIVE SOCKETS
- --------------------------------------------------------------------------------
      2001         $300.00                       DEWALT CORDLESS DRILL
- --------------------------------------------------------------------------------
      2001         $300.00                       DEWALT RECIPROCATING SAW
- --------------------------------------------------------------------------------
      2001         $75.00                        BLACK & DECKER JIG SAW
================================================================================


                                       19


                        INVENTORY ADDED IN YEAR 2002-2005


MALL: TULSA PROMENADE

================================================================================
     DATE          PURCHASE
  PURCHASED         PRICE                          DESCRIPTION OF EQUIPMENT
- --------------------------------------------------------------------------------
    2001           $100.00                      CRAFTSMAN TOOLBOX
- --------------------------------------------------------------------------------
    2001           $125.00                      1 CHAIR CHARTS
- --------------------------------------------------------------------------------
    2001           $130.00                      DOUBLE INSULATED CORDED DRILL
- --------------------------------------------------------------------------------
    2001           $25.00                       1 BELT SANDERS
- --------------------------------------------------------------------------------
    2001           $50.00                       7 IN ANGLE GRINDER
- --------------------------------------------------------------------------------
    2001           $300.00                      CAMBELL HAUSFIELD AIR COMPRESSOR
- --------------------------------------------------------------------------------
    2001           $300.00                      SET OF CUTTING TORCH BOTTLES
- --------------------------------------------------------------------------------
    2001           $500.00                      10' TABLE SAW
- --------------------------------------------------------------------------------
    2001           $150.00                      FLUKE 70 III MULTIMETER
- --------------------------------------------------------------------------------
    2001           $250.00                      CAMBELL HAUSFIELD MIG WELDER
- --------------------------------------------------------------------------------


                                       20


                        INVENTORY ADDED IN YEAR 2002-2005


MALL: _TULSA PROMENADE

================================================================================
     DATE          PURCHASE
  PURCHASED         PRICE                          DESCRIPTION OF EQUIPMENT
- ----------------------------------------------------------------------------
     2003                                      HONDA POWERWASHER
- --------------------------------------------------------------------------------
     2003                                      125 GALLON WATER TANK
- --------------------------------------------------------------------------------
    UNKNOWN       UNKNOWN                      15 RETAIL MERCHANDISING UNITS
- --------------------------------------------------------------------------------
                                               BUILDING UTILITY SYSTEM
================================================================================


                                       21


                                   SCHEDULE 2

                         TO BILL OF SALE AND ASSIGNMENT

       (The list either follows this cover page, or will be attached prior

                    to expiration of the Feasibility Period)



                                        1


                                    EXHIBIT E

                                       TO

                         AGREEMENT OF PURCHASE AND SALE

                       Assignment and Assumption of Leases
                       -----------------------------------

              [The form of Assignment of Leases follows this page.]
              -----------------------------------------------------




                                       1


            ASSIGNMENT AND ASSUMPTION OF LEASES AND SECURITY DEPOSITS

STATE OF     )
             )
COUNTY OF    )

     This agreement is executed as of the _____ day of _________, 2005, by
COYOTE TULSA MALL, L.L.C., a Delaware limited liability company ("Seller"), and
____________________________________ ("Purchaser").

     Purchaser is this day purchasing from Seller and Seller is conveying to
Purchaser the real property described on Exhibit A attached hereto and made a
part hereof together with all improvements thereon and appurtenances thereto
(herein called the "Property"). The Property is occupied by various tenants
(herein called the "Tenants") claiming under written space leases listed and
described on Exhibit B attached hereto and made a part hereof (the "Leases").
Seller has required certain of the Tenants to pay and has collected from such
Tenants a security or other deposit, a list of which deposits and the Tenants
from whom the deposits were collected being set forth on Exhibit B attached
hereto and made a part hereof (herein the total of all such deposits are
referred to as the "Security Deposits") which list indicates any deposits that,
as of the date of this instrument, have been forfeited, credited or returned.
Seller desires to transfer and assign all of Seller's right, title and interest
in and to (i) the Leases and (ii) the Security Deposits not heretofore
forfeited, credited or returned to the Tenants.

     NOW, THEREFORE in consideration of Ten Dollars ($10.00) and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Seller hereby transfers and assigns to Purchaser all right, title
and interest of Seller in and to (i) the Leases and (ii) the Security Deposits
paid to and held by Seller which have not been heretofore forfeited, credited or
returned to the Tenants, which Security Deposits hereby assigned are in the
amounts as set forth on Exhibit B attached hereto.

     Seller on behalf of itself, its successors and assigns does hereby agree to
indemnify and hold Purchaser, its successors and assigns, harmless from and
against all liabilities arising under the Leases as a result of acts, omissions
or events occurring prior to the date hereof but not thereafter, provided,
however, that the foregoing indemnity shall not imply any warranty or indemnity
with respect to compliance with environmental and land use laws or the use,
generation or disposal of any hazardous materials. Notwithstanding the
foregoing, it is specifically agreed that Seller shall remain liable to all
Tenants for all liabilities and obligations arising under the Leases or in
respect of the Property as a result of acts or events occurring prior to the
date hereof. It is further specifically agreed that Purchaser does not assume
any liabilities or obligations arising under the Leases or in respect of the
Property as a result of acts or events occurring prior to the date hereof
including, without limitation, any liabilities or obligations which may arise
with respect to compliance with environmental and land use laws or the use,
generation or disposal of any hazardous materials.


                                       2


     Purchaser on behalf of itself, its successors and assigns does hereby agree
to indemnify and hold Seller, its successors and assigns harmless from all
liabilities arising under the Leases from and after the date hereof; provided,
however, Purchaser shall not be liable under this indemnity for or with respect
to any inaccuracies set forth in Exhibit B, provided, however, that the
foregoing indemnity shall not imply any warranty or indemnity with respect to
compliance with environmental and land use laws or the use, generation or
disposal of any hazardous materials.

     Purchaser hereby assumes all obligations (i) of the landlord under the
Leases arising from and after the date hereof and (ii) under the Leases to pay
or account for the Security Deposits hereby transferred to Purchaser.

     It is specifically agreed that Seller does not hereby transfer or assign to
Purchaser and Purchaser does not hereby assume liability for, any deposits other
than as set forth on Exhibit B.

     This document may be executed in any number of counterparts, each of which
may be executed by any one or more of the parties hereto, but all of which shall
constitute one instrument, and shall be binding and effective when all parties
hereto have executed at least one counterpart.

     The terms and provisions of this agreement shall be binding upon and inure
to the benefit of the respective parties hereto and their respective successors
and assigns.

     EXECUTED as of the day and year first written above.

                                     SELLER:


                                     COYOTE TULSA MALL, L.L.C.,
                                     a Delaware limited liability company


                                     By: Coyote Tulsa Holding, L.L.C.,
                                         a New York limited liability company,
                                         its sole member



                                       3


                                     By: Coyote Tulsa Investors, L.L.C.,
                                         a Delaware limited liability company,
                                         its managing member


                                     By: ______________________________
                                         Michael E. Rulli
                                         Chief Executive Officer



                                     PURCHASER:


                                     ____________________________________


                                     By: ________________________________


                                         By:    _________________________

                                         Name:  _________________________

                                         Title: _________________________


                                       4


                                  EXHIBIT F-1

                                       TO

                         AGREEMENT OF PURCHASE AND SALE

                   J.C. Penney and Hollywood Theatres Estoppel

                    [The form of Estoppel follows this page.]
                    -----------------------------------------




                                       1


                                  ESTOPPEL FORM


                                _________, 200__

____________________

____________________

____________________


Re:  Lease dated _________ (the "Lease") executed between _____________,
     predecessor-in-interest to Coyote Tulsa Mall, LLC, a Delaware limited
     liability company ("Landlord"), and _____________, a ______________
     ("Tenant"), for approximately ______ square feet of space, located at Tulsa
     Promenade Mall, Tulsa, Oklahoma (the "Property").


Gentlemen:

     The undersigned Tenant understands that ________________ or its assigns
intends to acquire the Property from Coyote Tulsa Mall, LLC, and acquire all of
Landlord's right, title, and interest in and to the Lease from Landlord. The
undersigned Tenant does hereby certify to you as follows:

     A. The Lease consists only of the documents identified in items 1 and 2 on
Schedule A attached hereto ("Schedule A").

     B. The Lease has commenced pursuant to its terms and is in full force and
effect and has not been modified, supplemented, or amended except as indicated
in Item 2 on Schedule A.

     C. No uncured default, event of default or breach by Landlord or Tenant
exists under the Lease, no facts or circumstances exist that, with the passage
of time or giving of notice, will constitute a default, event of default, or
breach by Landlord or Tenant of its obligations under the Lease. Tenant has not
given Landlord written notice of any dispute between Landlord and Tenant or that
Tenant considers Landlord in default under the Lease.

     D. Tenant does not claim any defenses, claims, counterclaims, offsets,
charges or credits against rents payable under the Lease.

     E. Tenant has not paid a security or other deposit with respect to the
Lease, except as shown in Item 3 on Schedule A.

     F. Tenant has fully paid rent, and other charges as stipulated in the
Lease, up to and including the month of __________, 2005; the current base rent
under the Lease is as shown in Item 4 on Schedule A.


                                       2


     G. Tenant has not paid any rentals or charges in advance except for the
current month of _____, 2005.

     H. The term of the lease will terminate on the date indicated in Item 5 on
Schedule A.

     I. Tenant is in full and complete possession of the Premises and has
accepted the Premises "as is", including any work of Landlord performed thereon
pursuant to the terms and provisions of the Lease, and all common areas of the
Property are in compliance with the Lease.

     J. All of the current obligations of Landlord under the Lease have been
duly performed and completed including, without limitation, any obligations of
the Landlord to make or to pay Tenant for any improvements, alterations or work
done in the Premises, and the improvements, if any, described in the Lease have
been accepted by Tenant.

     K. Tenant is open for business and operating in the premises demised under
the Lease.

     L. Except as shown in Item 6 on Schedule A, Tenant has no right of first
refusal or option to lease space in addition to the premises demised under the
Lease.

     M. Tenant has no right of first refusal or option to purchase the Property
or any part thereof.

     N. Tenant has assumed and is obligated for all obligations and liabilities
of Tenant under the Lease and Tenant has duly performed all obligations of
Tenant under the Lease. Tenant has not assigned or sub-leased its interest in
the Lease.

     O. There are no actions, voluntary or otherwise, pending, or to the best
knowledge of the undersigned, threatened against the undersigned under the
bankruptcy, reorganization, moratorium or similar laws of the United States, any
state thereof or any other jurisdiction.

     P. Tenant acknowledges and agrees that the addressee, Landlord, addressee's
lenders and each of their respective successors and assigns, shall be entitled
to rely on Tenant's certifications set forth herein.




                                              _________________________



                                       3


                                   SCHEDULE A



1.   Lease:

     Landlord:
     Tenant:
     Suite #:
     Date:


2.   Modifications and/or Amendments

         (a)


3.   Security Deposit
     (currently held by
     Landlord)          $


4.   Monthly Base Rent
     for current term
     of Lease


5.   Termination Date:


6.   Right of First refusal
     or option to Lease
     (if none, state "None")
     If "yes", does such right or option still exist or has such right or option
     been exercised or waived?


Option to Lease:


                                        1


                                   EXHIBIT F-2

                                       TO

                         AGREEMENT OF PURCHASE AND SALE

                                 Anchor Estoppel

                [The form of Anchor Estoppel follows this page.]
                ------------------------------------------------




                                        1


                           ANCHOR ESTOPPEL CERTIFICATE


     The undersigned is a party to ______________ by and between
__________________and ________________, recorded in Official Record Book _____,
Page ____, of the Public Records of ________________, _____________________ (all
collectively herein referred to as the "REA") for a store located at Tulsa
Promenade Mall, Tulsa, Oklahoma.

     The undersigned hereby certifies to _____________, the prospective
purchaser of Owner's title and interest in the Tulsa Promenade Mall
("Purchaser"), its successors and/or assigns and Purchaser's lender ("Lender")
its successors and/or assigns that:

     The REA has been supplemented as follows and is in full force and effect as
supplemented.

     A.

     B.

     The REA contains the entire agreement between the parties thereto with
respect to the matters set forth therein and no side or separate agreements not
referred to above exist between such parties with respect to the Property or the
REA.

     The REA is in full force and effect and has not been modified, amended,
supplemented or changed, except as set forth above.

     There are no defaults by any party in the performance of any covenant,
agreement, term or condition contained in the REA, and no event has occurred
which, with the passage of time or the giving of notice, or both, would
constitute a default under the REA or give rise to a right on the part of the
undersigned to reduce its obligations thereunder. The undersigned has neither
given nor received any notice of any such default or occurrence.

     The undersigned has no defense to its obligations under the REA and claims
no set-off or counterclaim against Coyote Tulsa Mall, LLC, a Delaware limited
liability company ("Owner"), as successor in interest to Connecticut General
Life Insurance Company, under the REA.

     The undersigned's department store on the Property opened for business on
________, _______ and is open for business as of the date of this Estoppel
Certificate.

     No petition in bankruptcy or petition or answer seeking an assignment for
the benefit of creditors, the appointment of a receiver, trustee, or liquidator
with respect to the undersigned or a substantial portion of the undersigned's
property, or any reorganization, arrangement, liquidation, dissolution, or


                                        2


similar relief under the Federal Bankruptcy Code or any state law has been filed
by or against the undersigned.

     The undersigned has no right to receive and Owner under the REA has no
obligation to pay or deliver, which has not yet been paid or delivered, any
inducement to construct, occupy or operates its building on the Property or to
perform its obligations under the REA.

     The undersigned acknowledges that it has been advised that Purchaser may
acquire Owner's interest in the Property and Purchaser's Lender may finance such
purchase with a mortgage loan and, in such event, that Purchaser and Lender and
their respective successors and assigns may and would reasonably rely upon the
statements contained herein in making such acquisition.

     Consent of the undersigned to the transfer of Owner's interest in the
Property and the assignment of the REA to Purchaser either is not required or
has been given and such transactions will not presently or with the passage of
time or giving of notice, or both, constitute a default under the REA.

     The undersigned agrees to provide Lender with copies of all notices of
default with respect to any obligation or duty of Purchaser under the REA at the
following address or such other address as directed by Lender:
______________________.

     There are no payments due by the undersigned under the REA or Supplemental
to the REA, other than listed here: ___________(if no payments are due, insert
"None").

     The undersigned hereby certifies that the certifications set forth above
are true as of the ___ day of ____________________, 200___.


                                        3


                                   EXHIBIT F-3

                                       TO

                         AGREEMENT OF PURCHASE AND SALE

                                 Tenant Estoppel
                                 ---------------

                [The form of Tenant Estoppel follows this page.]
                ------------------------------------------------








                                        1


                                  ESTOPPEL FORM


                                _________, 200__

____________________

____________________

____________________

____________________

____________________


Re:  Lease dated _________ (the "Lease") executed between _____________,
     predecessor-in-interest to Coyote Tulsa Mall, LLC, a Delaware limited
     liability company ("Landlord"), and _____________, a ______________
     ("Tenant"), for approximately ______ square feet of space, located at Tulsa
     Promenade Mall, Tulsa, Oklahoma (the "Property").

Gentlemen:

     The undersigned Tenant understands that ________________ or its assigns
intends to acquire the Property from Coyote Tulsa Mall, LLC, and acquire all of
Landlord's right, title, and interest in and to the Lease from Landlord. The
undersigned Tenant does hereby certify to you as follows:

     A. The Lease consists only of the documents identified in items 1 and 2 on
Schedule A attached hereto ("Schedule A").

     B. The Lease has commenced pursuant to its terms and is in full force and
effect and has not been modified, supplemented, or amended except as indicated
in Item 2 on Schedule A.

     C. No uncured default, event of default or breach by Landlord or Tenant
exists under the Lease, no facts or circumstances exist that, with the passage
of time or giving of notice, will constitute a default, event of default, or
breach by Landlord or Tenant of its obligations under the Lease. Tenant has not
given Landlord written notice of any dispute between Landlord and Tenant or that
Tenant considers Landlord in default under the Lease.

     D. Tenant does not claim any defenses, claims, counterclaims, offsets,
charges or credits against rents payable under the Lease.

     E. Tenant has not paid a security or other deposit with respect to the
Lease, except as shown in Item 3 on Schedule A.


                                        2


     F. Tenant has fully paid rent, and other charges as stipulated in the
Lease, up to and including the month of __________, 2005; the current base rent
under the Lease is as shown in Item 4 on Schedule A.

     G. Tenant has not paid any rentals or charges in advance except for the
current month of _____, 2005.

     H. The term of the lease will terminate on the date indicated in Item 5 on
Schedule A.

     I. Tenant is in full and complete possession of the Premises and has
accepted the Premises "as is", including any work of Landlord performed thereon
pursuant to the terms and provisions of the Lease, and all common areas of the
Property are in compliance with the Lease.

     J. All of the current obligations of Landlord under the Lease have been
duly performed and completed including, without limitation, any obligations of
the Landlord to make or to pay Tenant for any improvements, alterations or work
done in the Premises, and the improvements, if any, described in the Lease have
been accepted by Tenant.

     K. Tenant is open for business and operating in the premises demised under
the Lease.

     L. Except as shown in Item 6 on Schedule A, Tenant has no right of first
refusal or option to lease space in addition to the premises demised under the
Lease.

     M. Tenant has no right of first refusal or option to purchase the Property
or any part thereof.

     N. Tenant has assumed and is obligated for all obligations and liabilities
of Tenant under the Lease and Tenant has duly performed all obligations of
Tenant under the Lease. Tenant has not assigned or sub-leased its interest in
the Lease.

     O. There are no actions, voluntary or otherwise, pending, or to the best
knowledge of the undersigned, threatened against the undersigned under the
bankruptcy, reorganization, moratorium or similar laws of the United States, any
state thereof or any other jurisdiction.

     P. Tenant acknowledges and agrees that the addressee, Landlord, addressee's
lenders and each of their respective successors and assigns, shall be entitled
to rely on Tenant's certifications set forth herein.


                                            _________________________


                                        3


                                   SCHEDULE A



1.   Lease:

     Landlord:
     Tenant:
     Suite #:
     Date:


2.   Modifications and/or Amendments

         (a)


3.   Security Deposit
     (currently held by
     Landlord)          $


4.   Monthly Base Rent
     for current term
     of Lease


5.   Termination Date:


6.   Right of First refusal
     or option to Lease
     (if none, state "None")
     If "yes", does such right or option still exist or has such right or option
     been exercised or waived?


Option to Lease:


                                        1


                                   EXHIBIT G

                                       TO

                         AGREEMENT OF PURCHASE AND SALE
                               FIRPTA Certificate

                       [The form follows this cover page.]
                       -----------------------------------







                                        1


            (FOREIGN INVESTMENT TAX CERTIFICATE (FIRPTA CERTIFICATE))
            ---------------------------------------------------------

     Section 1445 of the Internal Revenue Code Provides that a transferee of a
U.S. real property interest must withhold tax if the transferor is a foreign
person. For U.S. tax purposes (including Section 1445), the owner of a
disregarded entity (which has legal title to a U.S. real property interest under
local law) will be the transferor of the property and not the disregarded
entity. To inform the transferee that withholding of tax is not required upon
the disposition of a U.S. real property interest by____________________________,
("Transferor"), the undersigned hereby certifies the following on behalf of
Transferor:

     1. Transferor is not a foreign corporation, foreign partnership, foreign
trust, or foreign estate (as those terms are defined in the Internal Revenue
Code and Income Tax Regulations);

     2. Transferor is not a disregarded entity as defined in Treasury Regulation
Sec. 1.1445-2(b)(2)(iii);

     3. Transferor's U.S. employer tax identification number is ____________;
and

     4. Transferor's office address is__________________________________.

     Transferor understands that this certification may be disclosed to the
Internal Revenue Service by the transferee and that any false statement
contained herein could be punished by fine, imprisonment, or both.

     Under penalties of perjury I declare that I have examined this
certification and to be the best of my knowledge and believe it is true, correct
and complete, and I further declare that I have authority to sign this document
on behalf of Transferor.

     Dated this _____ day of _________, 200__.


                                        2


                                      TRANSFEROR:


                                      ____________________________,

                                      a ___________________________



                                      By:  _________________________________

                                      Name:  _______________________________

                                      Title:  ______________________________


STATE OF _____________   )
                         )ss.:
COUNTY OF ___________    )


On ____________, before me, _____________________________, Notary Public,
personally appeared _______________________________________, personally known to
me to be the person whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his authorized capacity, and
that by his signature on the instrument the person, or the entity upon behalf of
which the person acted, executed the instrument.


WITNESS my hand and official seal.


                                           ______________________________
                                           Notary Public


Commission Expires:_____________


                                        3


                                    EXHIBIT H

                                       TO

                         AGREEMENT OF PURCHASE AND SALE

                             Due Diligence Documents
                             -----------------------


a.   Copies of all tenant leases with all amendments and all tenant financial
     statements and correspondence in Seller's possession;

b.   Copies of all environmental reports, studies and assessments in Seller's
     possession or control, covering the Property;

c.   Copies of all CC&R's and REA's affecting the Property;

d.   Copies of licenses, permits and Certificates of Occupancy in Seller's
     possession or control;

e.   Copies of property tax bills for the most recent three (3) tax years and
     any real estate tax appeals or re-assessments;

f.   Property operating statements for the periods noted, copies of sales
     reports, percentage rent, expense reimbursements, Tenant Improvement and
     Capital Improvement detail for 2004, and year-to-date 2005;

g.   Copies of soils reports and analyses within Seller's possession or control
     pertaining to the soils, seismological, geological and drainage condition
     of the Property;

h    Copies of as-built plans and specifications to the extent the same are
     within Seller's possession or control, and copies of construction and
     equipment warranties in Seller's possession; and

i.   Copies of all service and maintenance agreements applicable to the Property

j.   Current rent roll.

k.   Copy of most recent Title Insurance Policy.


                                        1


l.   Copy of the most recent survey of the Property.

m.   Copy of most recent casualty loss run.

n.   List of tangible Personal Property.

o.   List of employees, positions, salary and benefits.

p.   Copy of all marketing and promotional material for Property.



                                        2


                                    EXHIBIT I

                                       TO

                         AGREEMENT OF PURCHASE AND SALE

                               Pending Litigation
                               ------------------

          None, other than that covered under Seller's property and/or
                          liability insurance policies.




                                       1


                                    EXHIBIT J

                                       TO

                         AGREEMENT OF PURCHASE AND SALE

                    List of Maintenance and Service Contracts
                    -----------------------------------------

                    Coyote Tulsa Mall, LLC Service Contracts


     
- -------------------------------------------------------------------------------------------------------------
     1       Xencom Facility Management, LLC                       Janitorial/Maintenance and Sweeping
- -------------------------------------------------------------------------------------------------------------
     2       Metropolitan Security Services dba Walden Security    Security Service
- -------------------------------------------------------------------------------------------------------------
     3       Thyssen Krupp Elevator                                Elevator Maintenance
- -------------------------------------------------------------------------------------------------------------
     4       Orkin Pest Control (expiring 12/31/05)                Pest Control
- -------------------------------------------------------------------------------------------------------------
     5       Madison Funding, Lease #8293                          Christmas Decor Loan
- -------------------------------------------------------------------------------------------------------------
     6       NBO Systems, Inc.                                     Gift Card Program
- -------------------------------------------------------------------------------------------------------------
     7       The Lamar Companies                                   Billboard
- -------------------------------------------------------------------------------------------------------------
     8       Santa Plus ("EIS")                                    Easter and Christmas photography
- -------------------------------------------------------------------------------------------------------------
     9       Boobaloo                                              Stroller Rental Agreement, Maintenance,
                                                                   Supplies and Service
- -------------------------------------------------------------------------------------------------------------
     10      Granite Sound Corporation                             Muzak Sound System
- -------------------------------------------------------------------------------------------------------------
     11      Carrier Corporation                                   HVAC Maintenance - The Mall
                                                                   HVAC Maintenance - JCPenney
- -------------------------------------------------------------------------------------------------------------
     12      Security Protection of Tulsa                          Fire Alarm Monitoring, Maintenance
- -------------------------------------------------------------------------------------------------------------
     13      Cohlmia's Inc.                                        Interior Landscaping
- -------------------------------------------------------------------------------------------------------------
     14      TruGreen Landcare                                     Exterior Landscaping
- -------------------------------------------------------------------------------------------------------------
     15      FP Mailing Solutions                                  Postage Meter and Scale
- -------------------------------------------------------------------------------------------------------------
     16      Preferred Business Systems, LLC                       Copier and Maintenance
- -------------------------------------------------------------------------------------------------------------
     17      SBC Communications (month to month, no written        Office Telephones
             agreement)
- -------------------------------------------------------------------------------------------------------------




                                       1


                                   EXHIBIT K

                                       TO

                         AGREEMENT OF PURCHASE AND SALE

                 Assignment and Assumption of Service Contracts
                 ----------------------------------------------

     [The Assignment and Assumption of Service Contracts follows this page.]





                                       1


                 ASSIGNMENT AND ASSUMPTION OF SERVICE CONTRACTS



STATE OF OKLAHOMA ss.

                  ss.  KNOW ALL MEN BY THESE PRESENTS:

COUNTY OF TULSA   ss.


     THAT this ASSIGNMENT AND ASSUMPTION OF SERVICE CONTRACTS (this
"Assignment") is made by and between COYOTE TULSA MALL, LLC, a Delaware limited
liability company ("Assignor"), and ___________________________ ("Assignee").


                                    RECITALS

     A. Concurrently with the execution and delivery of this Assignment,
Assignor is conveying to Assignee by Limited Warranty Deed (the "Deed") that
certain tract of land (the "Land") more specifically described in Exhibit "A"
attached hereto and made a part hereof for all purposes, together with the
improvements located thereon (the "Improvements") and the personal property
owned by Assignor upon the Land or within the Improvements (the "Personal
Property").

     B. Assignor desires to assign, transfer and convey to Assignee, and
Assignee desires to obtain, all of Assignor's right, title and interest in and
to the Service Contracts (as hereinafter defined), subject to the terms and
conditions set forth herein.

     NOW, THEREFORE, for and in consideration of the sum of Ten and No/100
Dollars ($10.00) and other good and valuable consideration to Assignor in hand
paid by Assignee, the receipt and sufficiency of which are hereby acknowledged,
Assignor does hereby SELL, ASSIGN, CONVEY, TRANSFER, SET-OVER and DELIVER unto
Assignee all of Assignor's right, title and interest in and to the contracts and


                                       2


agreements relating to the repair, maintenance or operation of the Land,
Improvements or Personal Property that are listed on Exhibit "B" attached hereto
and made a part hereof (collectively, the "Service Contracts").

     By execution of this Assignment, Assignee assumes and agrees to perform all
of the covenants, agreements and obligations under the Service Contracts binding
on Assignor or the Land, Improvements, or Personal Property (such covenants,
agreements and obligations being herein collectively referred to as the
"Contractual Obligations"), to the extent such Contractual Obligations shall
arise or accrue from and after the date of this Assignment. Assignee hereby
agrees to indemnify, hold harmless and defend Assignor from and against any and
all third party obligations, liabilities, costs and claims (including reasonable
attorney's fees) arising as a result of or with respect to a breach by Assignee
of the Contractual Obligations to the extent they are attributable to the period
of time from and after the date of this Assignment.

     Assignor agrees to indemnify, hold harmless and defend Assignee from and
against any and all third party obligations, liabilities, costs and claims
(including reasonable attorney's fees) arising as a result of or with respect to
a breach by Assignor of the Contractual Obligations to the extent they are
attributable to the period of time prior to the date of this Assignment (but
specifically excluding any increases in pre-accrued liabilities due to negligent
or intentional acts or omissions of Assignee).

     TO HAVE AND TO HOLD all and singular the Contracts unto Assignee, its
successors and assigns.

     EXECUTED to be effective as of the __ day of _________________, 2005.


                                  ASSIGNOR:


                                  COYOTE TULSA MALL, L.L.C.,
                                  a Delaware limited liability company



                                       3


                                  By:  Coyote Tulsa Holding, L.L.C.,
                                       a New York limited liability company,
                                       its sole member



                                  By:  Coyote Tulsa Investors, L.L.C.,
                                       a Delaware limited liability company,
                                       its managing member



                                  By:  ______________________________
                                       Michael E. Rulli
                                       Chief Executive Officer




                                  ASSIGNEE:



                                  ________________________________



                                       4


                                   EXHIBIT "A"



                          Legal Description of the Land




                                       1


                                   EXHIBIT "B"



                            List of Service Contracts




                                       1


                                    EXHIBIT L

                                       TO

                         AGREEMENT OF PURCHASE AND SALE

                        Assignment and Assumption of REA
                        --------------------------------

            [The Assignment and Assumption of REA follows this page.]




                                       1


           ASSIGNMENT AND ASSUMPTION OF RECIPROCAL EASEMENT AGREEMENT
           ----------------------------------------------------------


THIS ASSIGNMENT AND ASSUMPTION OF RECIPROCAL EASEMENT AGREEMENT ("Agreement") is
made by and between Coyote Tulsa Mall, L.L.C., a Delaware limited liability
company ("Assignor), and ____________________. ("Assignee").

Assignor is the owner of the land, together with the buildings and improvements
thereon, situated in the City of Tulsa, County of Tulsa, State of Oklahoma, more
particularly described as shown on Exhibit A, attached hereto and made a part
hereof (the "Property"). The Property is part of a larger development, a
regional shopping mall known as Tulsa Promenade. The Property is benefited and
burdened by that certain Amended and Restated Grant of Reciprocal Easements,
Declaration of Covenants Running with the Land and Development Agreement dated
January 15, 1997, by and among Connecticut General Life Insurance Company,
predecessors in interest to Assignor, The May Department Stores Company ("May"),
Dillard's, Inc. ("Dillard's"), and Mervyn's, a subsidiary of Target Corporation
("Mervyn's") (the "Basic REA"), as supplemented by Dillard's Supplemental
Agreement dated January 13, 1997 (the "Dillard's Supplement"), May Supplemental
Agreement dated January 13, 1997 (the "May Supplement"), and Mervyn's
Supplemental Agreement dated January 15, 1997 (the "Mervyn's Supplement") (the
Basic REA, the Dillard's Supplement, the May Supplement, and the Mervyn's
Supplement, as the same may have been amended, collectively, the "REA").

The Basic REA is evidenced by that certain Amended and Restated Grant of
Reciprocal Easements, Declaration of Covenants Running With the Land and
Development Agreement recorded on January 13, 1997 in Book 5877, at Page 742;
the Dillard's Supplement is evidenced by that certain Dillard's Supplemental
Agreement dated January 13, 1997; the May Supplement is evidenced by that
certain Short Form Supplemental Agreement recorded on January 13, 1997 in Book
5877, at Page 800; and the Mervyn's Supplement is evidenced by that certain
Memorandum of Mervyn's Supplemental Agreement recorded on January 13, 1997 in
Book 5877, at page 805.

The Property is being sold by Assignor to Assignee on the date hereof in
accordance with that certain Agreement of Purchase and Sale and Joint Escrow
Instructions, between Assignor as seller and _________________________,
predecessors in interest to Assignee as purchaser, having an Effective Date
(defined therein) of __________ ___, 2005. In connection with the sale of the
Property, Assignor is conveying such property to Assignee by Limited Warranty
Deed dated of even date herewith.

Assignor now desires to assign all of its right, title and interest in the REA
to Assignee, and Assignee now desires to assume all of the obligations of
Assignor under the REA.

Therefore, in consideration of the foregoing and the covenants and undertakings
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:


                                       2


     1. Assignor does hereby grant, bargain, sell, assign, transfer and convey
to Assignee, its successors and assigns, all of Assignor's right, title and
interest in the REA, as of the date of this Assignment (the "Effective Date") as
Developer and otherwise.

TO HAVE AND TO HOLD the REA unto Assignee, its successors and assigns, subject,
nevertheless, to the terms of the REA and to those matters affecting Assignor's
title to the Property (collectively, the "Permitted Exceptions"), as the same
are set forth on Exhibit B attached hereto and made a part hereof.

     2. Assignee, for itself and its successors and assigns, hereby covenants
and agrees to assume, observe, perform, fulfill, and be bound by all terms,
covenants, conditions and obligations of the Assignor to be kept and performed
under the REA on and after the date hereof.

     3. Assignor hereby agrees to indemnify and hold Assignee harmless of, from
and against any and all costs, claims, obligations, damages, penalties, causes
of action, losses, injuries, liabilities and expenses, reasonable attorneys fees
and court costs (collectively and individually, "Claims"), arising out of any
failure by Assignor, as a party to the REA and owner of the Property, to keep
and perform the duties of such party to be kept and performed under the REA
prior to the date hereof.

     4. Assignee hereby agrees to indemnify and hold Assignor harmless of, from
and against any and all Claims arising out of any failure by Assignee, as a
party to the REA and owner of the Property, to keep and perform the duties of
such party to be kept and performed under the REA on and after the date hereof.

     5. The terms and conditions of this Assignment shall be binding upon and
shall inure to the benefit of the parties hereto and their respective heirs,
personal representatives, successors and assigns.


                                       3


     6. This Assignment may be executed in multiple counterparts, each of which
shall be deemed an original, but all of which shall constitute a single
instrument. This Assignment shall not be binding on or constitute evidence of a
contract between the parties until such time as a counterpart of this Assignment
has been executed by each party.

     7. This Assignment shall be governed by and construed in accordance with
the laws of the State of Oklahoma.




                                       4


IN WITNESS WHEREOF, Assignor has caused this Assignment and Assumption of
Reciprocal Easement Agreement to be duly executed this _____ day of March 2005.

                                   ASSIGNOR:

                                   COYOTE TULSA MALL, L.L.C.,
                                   a Delaware limited liability company


                                   By:  Coyote Tulsa Holding, L.L.C.,
                                        a New York limited liability company,
                                        its sole member


                                   By:  Coyote Tulsa Investors, L.L.C.,
                                        a Delaware limited liability company,
                                        its managing member


                                        By: ______________________________
                                        Michael E. Rulli
                                        Chief Executive Officer

STATE OF  _____________)

                       )

COUNTY OF _____________)

This instrument was acknowledged before me on _________________________ , 2005,
by Michael E. Rulli, Chief Executive Officer of Coyote Tulsa Mall, L.L.C., a
Delaware limited liability company.



                                             _________________________________
                                             Notary Public

[SEAL]                                       My commission expires:___________

                                             Commission No.:__________________


                                       5


IN WITNESS WHEREOF, Assignee has caused this Assignment and Assumption of
Reciprocal Easement Agreement to be duly executed this _____ day of ______,
2005.


                                       ASSIGNEE:


                                       _____________________________________


                                       By:  ________________________________


                                            By:    _________________________

                                            Name:  _________________________

                                            Title: _________________________



                                       6


STATE OF ______________    )

                           )

COUNTY OF  ___________     )


This instrument was acknowledged before me on ________, 200__, by
______________, as ______________ of _____________, a ______________.



                                             _________________________________
                                             Notary Public

[SEAL]                                       My commission expires:___________

                                             Commission No.:__________________



                                       7


                                    EXHIBIT A
                                       TO
           ASSIGNMENT AND ASSUMPTION OF RECIPROCAL EASEMENT AGREEMENT


                              Property Description
                              --------------------




                                        1


                                    EXHIBIT B
                                       TO
           ASSIGNMENT AND ASSUMPTION OF RECIPROCAL EASEMENT AGREEMENT


                                Title Exceptions
                                ----------------




                                        1


                                   EXHIBIT "M"


                            FORM OF NOTICE TO TENANTS

                                  [INSERT DATE]



VIA CERTIFIED MAIL - RETURN RECEIPT REQUESTED

[Legal_Name]
[Address]
[City], [State]  [Zip_Code]

Attn:  [Contact_Name]

     Re:  [DBA]
          Tulsa Promenade
          Tulsa, Oklahoma (the "Property")

Dear Tenant:

     Please be advised that as of the date of this notice letter, the above
referenced Property has been sold by Coyote Tulsa Mall, L.L.C. to Glimcher
Properties Limited Partnership, and Glimcher Properties Limited Partnership is
now your new landlord ("Landlord"). You are further advised that the Landlord
has granted a mortgage in favor of ______________________ ("Lender") on the
above-referenced Property in which you are a tenant. Pursuant to the mortgage,
the Landlord has granted a security interest in favor of Lender in the leases
relating to the Property and all rents, additional rent and all other monetary
obligations to landlord thereunder (collectively, "Rent"). The Landlord hereby
irrevocably instructs and authorizes you to disregard any and all previous
notices sent to you in connection with Rent and hereafter to deliver all Rent to
the following new address:

                      Glimcher Properties Limited Partnership
                      c/o   {Lockbox Bank name
                      & address to be inserted}

     Your Security Deposit, if any, previously deposited with Coyote Tulsa Mall,
L.L.C. and not previously applied to any charges due, has been transferred in
full to Glimcher Properties Limited Partnership.

     You are hereby further advised that the Property will now be managed by
Glimcher Properties Limited Partnership, as property manager, and Glimcher
Development Corporation, as services provider.

     In accordance with the terms of your lease, copies of all future notices to
landlord should be sent to:


                                       1


                      Glimcher Properties Limited Partnership
                      150 East Gay Street
                      Columbus, Ohio 43215
                      Attention: General Counsel

     Also, in accordance with the provisions of your lease, please send an
updated Certificate of Insurance naming the Landlord and the property manager
Glimcher Properties Limited Partnership as Holder and additional insured; as
well as naming the new mortgagee, ___________________ (, its successors and
assigns, as their interest may appear) as additional insured parties. The
Certificate of Insurance should be sent to Landlord, Attention: Risk Management,
at the address above with a copy also being sent to the Property office at
(insert Tulsa Promenade & address for Mall, attention Mall Manager).

     Enclosed is a copy of an IRS W-9 form certifying the Federal Tax ID number
for Glimcher Properties Limited Partnership, as well as a blank gross sales
reporting form, with instructions, for future use. Please forward these items to
the appropriate personnel of your company.

     If you have any questions or need any additional information, please feel
free to contact the management office at (614) 621-9000.



Coyote Tulsa Mall, L.L.C.,              Glimcher Properties Limited Partnership,
a Delaware limited liability company    a Delaware limited partnership

By:     __________________________      By:  Glimcher Properties Corporation,
                                             a Delaware corporation
Name:   __________________________           its sole general partners

Title:  __________________________      By:  ____________________________
                                             George A. Schmidt
                                             Executive Vice President


Enclosures:

(1)   Copy of IRS Form W-9

(2)   Blank Gross Sales Reporting Form


                                       2


                                   EXHIBIT "N"


                            LIST OF REQUIRED TENANTS



- ---------------------------------------------------------------------------------------------------------
             Tenant                     Current Status           Leasing Costs Owed       Annual Rents
- ---------------------------------------------------------------------------------------------------------
  
Man Alive                       Working                               $140,000              $95,000
- ---------------------------------------------------------------------------------------------------------
Kay Jewelers                    Working                                $25,000              $80,000
- ---------------------------------------------------------------------------------------------------------
Select Comfort                  Working                                $40,000              $47,790
- ---------------------------------------------------------------------------------------------------------
Underground Station             Tenant open                           $100,000              $80,000
- ---------------------------------------------------------------------------------------------------------
Hibbett's Sporting Goods        Lease executed, tenant not            $195,750              $80,000
                                open yet
- ---------------------------------------------------------------------------------------------------------
The Bear Mill Store             Lease executed, tenant open            $50,735              $31,142
- ---------------------------------------------------------------------------------------------------------
Great American Cookie           Lease executed, tenant open            $30,000              $32,000
- ---------------------------------------------------------------------------------------------------------



                                        1

EX-10.105

                                                                  Exhibit 10.105


                     FIRST AMENDMENT TO TERM LOAN AGREEMENT

     This First Amendment to Term Loan Agreement (this "Amendment") is made as
of this 13th day of January, 2006 by and among Montgomery Mall Associates
Limited Partnership, a Delaware limited partnership (the "Owner") and Glimcher
Properties Limited Partnership, a limited partnership organized under the laws
of the State of Delaware ("GPLP" and collectively with Owner, the "Borrower"),
KeyBank National Association, a national banking association, and the several
banks, financial institutions and other entities from time to time parties to
this Agreement (collectively, the "Lender") and KeyBank National Association,
not individually, but as "Administrative Agent."

                                    RECITALS
                                    --------

     A. Borrower and Administrative Agent are parties to a Term Loan Agreement
dated as of July 31, 2005, (the "Credit Agreement"). All capitalized terms used
in this Amendment and not otherwise defined herein shall have the meanings
described as such terms in the Credit Agreement.

     B. Pursuant to the terms of the Credit Agreement, the Lender made available
a term loan to the Borrower of $40,000,000, which pursuant to its terms has been
reduced to $25,000,000.

     C. Administrative Agent is making available a $30,000,000 term loan, dated
as of even date herewith, to GPLP and GM Olathe, LLC, as borrowers thereunder,
with respect to an asset located in Olathe, Kansas ("Olathe Term Loan").

     D. Borrower has requested a reduction in the LIBOR Applicable Margin in
connection with the Olathe Term Loan.

     NOW, THEREFORE, in consideration of the foregoing recitals and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

                                   AMENDMENTS
                                   ----------

     1. The foregoing recitals to this Amendment are incorporated into and made
part of this Amendment.

     2. Article I of the Credit Agreement is hereby amended by revising the
following definition as follows:

     "LIBOR Applicable Margin" means one and sixty-five one hundredths of one
percent (1.65%) per annum.

     3. Borrower hereby represents and warrants that:



          (a)  no Default or Unmatured Default will exist under the Loan
               Documents as of the effective date of this Amendment;

          (b)  the Loan Documents are in full force and effect and Borrower has
               no defenses or offsets to, or claims or counterclaims relating
               to, its obligations under the Loan Documents;

          (c)  there has been no material adverse change in the financial
               condition of Borrower as shown in its September 30, 2005
               financial statements;

          (d)  Borrower has full power and authority to execute this Amendment
               and no consents are required for such execution other than any
               consents which have already been obtained; and

          (e)  all representations and warranties contained in Article 5 of the
               Credit Agreement are true and correct as of the date hereof and
               all references therein to "the date of this Agreement" shall
               refer to "the date of this Amendment."

     4. Except as specifically modified hereby, the Credit Agreement is and
remains unmodified and in full force and effect and is hereby ratified and
confirmed. All references in the Loan Documents to the "Credit Agreement"
henceforth shall be deemed to refer to the Credit Agreement as amended by this
Amendment.

     5. This Amendment may be executed in any number of counterparts, all of
which taken together shall constitute one agreement, and any of the parties
hereto may execute this Amendment by signing any such counterpart. This
Amendment shall be construed in accordance with the internal laws (and not the
law of conflicts) of the State of Ohio, but giving effect to federal laws
applicable to national banks.

     6. This Amendment shall become effective when it is executed by Borrower
and Administrative Agent.

                      [Balance of Page Intentionally Blank]


                                       -2-


     IN WITNESS WHEREOF, the Borrower, the Lenders and the Administrative Agent
have executed this Amendment as of the date first above written.

                                   BORROWER
                                   MONTGOMERY MALL ASSOCIATES
                                   LIMITED PARTNERSHIP, a Delaware limited
                                   partnership

                                   By: Glimcher Montgomery, Inc., a Delaware
                                       corporation, its sole general partner

                                   By:
                                       ----------------------------------------
                                   Print Name: George A. Schmidt
                                   Title: Executive Vice President

                                   150 East Gay Street
                                   Columbus, Ohio 43215
                                   Phone: 614-621-9000
                                   Facsimile: 614-621-8863
                                   Attention: George A. Schmidt


                                   GLIMCHER PROPERTIES LIMITED
                                   PARTNERSHIP, a Delaware limited partnership

                                   By: Glimcher Properties Corporation, a
                                       Delaware corporation, its sole general
                                       partner

                                   By:
                                       ----------------------------------------
                                   Print Name: George A. Schmidt
                                   Title: Executive Vice President

                                   150 East Gay Street
                                   Columbus, Ohio 43215
                                   Phone: 614-621-9000
                                   Facsimile: 614-621-8863
                                   Attention: George A. Schmidt


                                       S-1


                                   KEYBANK NATIONAL ASSOCIATION, a
                                   national banking association,
                                   Individually and as Administrative Agent


                                   By:
                                      -----------------------------------------
                                   Print Name:
                                              ---------------------------------
                                   Title:
                                         --------------------------------------

                                   KeyBank National Association
                                   127 Public Square
                                   Cleveland, Ohio 44114
                                   Attention: Real Estate Capital
                                   Phone: 216-689-4660
                                   Facsimile: 216-689-4997


                                       S-2

EX-21.1

List of Subsidiaries                                                Exhibit 21.1

Glimcher Realty Trust ("GRT") has the following subsidiaries and interest:

1.   Glimcher Properties Corporation, a Delaware corporation (100% shareholder);

2.   Glimcher Properties, LP, a Delaware limited partnership (approximately 91%
     limited partnership interest);

3.   Glimcher Johnson City, Inc., a Delaware corporation (100% shareholder);

4.   Glimcher Dayton Mall, Inc. a Delaware corporation (100% shareholder);

5.   Glimcher Colonial Trust, a Delaware business trust (100% beneficiary);

6.   Glimcher Colonial Park Mall, Inc., a Delaware corporation (100%
     shareholder);

7.   Glimcher Tampa, Inc., a Delaware corporation (100% shareholder);

8.   Glimcher Auburn, Inc., a Delaware corporation (100% shareholder);

9.   Glimcher Weberstown, Inc., a Delaware corporation (100% shareholder);

10.  Glimcher Montgomery, Inc., a Delaware corporation (100% shareholder);

11.  Glimcher Mount Vernon, Inc., a Delaware corporation (100% shareholder);

12.  Glimcher PTC, Inc., a Delaware corporation (100% shareholder);

13.  Glimcher Eastland, Inc., a Delaware corporation (100% shareholder);

14.  Glimcher Loyal Plaza, Inc., a Delaware corporation (100% shareholder); and

15.  Glimcher Loyal Plaza Tenant, Inc., a Delaware corporation (100%
     shareholder).


Glimcher Properties Corporation has the following subsidiaries:

1.   Glimcher Grand Central, Inc., a Delaware corporation (100% shareholder);

2.   Glimcher Morgantown Mall, Inc., a Delaware corporation (100% shareholder);
     and

3.   San Mall Corporation, a Delaware corporation (100% shareholder).


Glimcher Properties Limited Partnership has the following interests:

1.   Grand Central, LP, a Delaware limited partnership (99% limited partnership
     interest);

2.   Glimcher University Mall, LP, a Delaware limited partnership (99% limited
     partnership interest);

3.   Morgantown Mall Associates, LP, an Ohio Limited partnership (99% limited
     partnership interest);

4.   Johnson City Venture LLC, a Delaware limited liability company (99% member
     interest);

5.   Dayton Mall Venture LLC, a Delaware limited liability company (99% member
     interest);

6.   Colonial Park Mall LP, a Delaware limited partnership (99.5% limited
     partnership interest);

7.   Colonial Park Trust, a Delaware business trust (Colonial Park Mall LP is
     the 100% beneficiary);



8.   Catalina Partners, L.P., a Delaware limited partnership (99% limited
     partnership interest owned by Colonial Park Mall LP and Colonial Park Trust
     is the sole general partner owning the remaining 1%);

9.   Glimcher Development Corporation, a Delaware corporation (100%
     shareholder);

10.  Weberstown Mall, LLC, a Delaware limited liability company (99% member
     interest);

11.  Glimcher Northtown Venture, LLC, a Delaware limited liability company (99%
     member interest);

12.  Montgomery Mall Associates, LP, a Delaware limited partnership (99% limited
     partnership interest);

13.  Glimcher SuperMall Venture, LLC, a Delaware limited liability company (99%
     member interest);

14.  SAN Mall, LP, a Delaware limited partnership (99.5% limited partnership
     interest);

15.  Polaris Center, LLC, a Delaware limited liability company (99% member
     interest);

16.  JG Elizabeth, LLC, a Delaware limited liability company (100% member
     interest);

17.  Tulsa Promenade, LLC, a Delaware limited liability company (100% member
     interest);

18.  Charlotte Eastland Mall, LLC, a Delaware limited liability company (99%
     member interest);

19.  Polaris Mall, LLC, a Delaware limited liability company (100% member
     interest);

20.  PFP Columbus, LLC, a Delaware limited liability company (100% member
     interest owned by Polaris Mall LLC);

21.  Great Plains MetroMall, LLC, a Colorado limited liability company (100%
     member interest);

22.  Mount Vernon Venture, LLC, a Delaware limited liability company (99% member
     interest);

23.  Loyal Plaza Venture, LP, a Delaware limited partnership (99% limited
     partnership interest);

24.  Glimcher Loyal Plaza Tenant, LP, a Delaware limited partnership (99%
     limited partnership interest);

25.  Jersey Gardens Center, LLC, a Delaware limited liability company (100%
     member interest);

26.  GM Mezz, LLC, a Delaware limited liability company (100% member interest
     owned by Great Plains MetroMall, LLC);

27.  RVM Glimcher, LLC, a Delaware limited liability company (100% member
     interest);

28.  Southside Mall, LLC, a Delaware limited liability company (100% member
     interest);

29.  Glimcher Ashland Venture, LLC, a Delaware limited liability company (100%
     member interest);

30.  GM Olathe, LLC, a Delaware limited liability company (100% member interest
     owned by GM Mezz, LLC)

31.  Glimcher River Valley Mall, LLC, a Delaware limited liability company (100%
     member interest);

32.  Glimcher Columbia, LLC, a Delaware limited liability company (100% member
     interest);

33.  Fairfield Village, LLC, a Delaware limited liability company (100% member
     interest);

34.  Glimcher JG Urban Renewal, Inc., a New Jersey corporation (100%
     shareholder);

35.  N.J. Metromall Urban Renewal, Inc., a New Jersey corporation (100%
     shareholder);

36.  LC Portland, LLC, a Delaware limited liability company (100% member
     interest);


37.  GB Northtown, LLC, a Delaware limited liability company (100% member
     interest);

38.  Glimcher WestShore, LLC, a Delaware limited liability company (100% member
     interest);

39.  MFC Beavercreek, LLC, a Delaware limited liability company (100% member
     interest);

40.  EM Columbus, LLC, a Delaware limited liability company (100% member
     interest);

41.  Mainstreet Maintenance, LLC, an Ohio limited liability company (100% member
     interest);

42.  Ohio Retail Security, LLC, an Ohio limited liability company (100% member
     interest);

43.  Wilora Lake Properties, LLC, a Delaware limited liability company (100%
     member interest);

44.  Glimcher Polaris, LLC, a Delaware limited liability company (100% member
     interest);

45.  OG Retail Holding Co., LLC, a Delaware limited liability company (52%
     member interest - unconsolidated joint venture subsidiary);

46.  Puente Hills Mall REIT, LLC, a Delaware limited liability company (100%
     Class A Membership interests held by OG Retail Holding Co., LLC); and

47.  Puente Hills Mall, LLC, a Delaware limited liability company (100% member
     interest held by Puente Hills Mall REIT, LLC);


Glimcher Development Corporation has the following subsidiaries and interests:

1.   Ohio Entertainment Corporation, a Delaware corporation (100% shareholder);

2.   Trans State Development, Inc., a Delaware corporation (100% shareholder);

3.   Trans State Development, LLC, a Delaware limited liability company (99%
     member interest);

4.   Lyra Polaris, Inc., a Delaware corporation (100% shareholder);

5.   Lyra Polaris, LLC, a Delaware limited liability company (99% member
     interest);

6.   Mason Park Center, Inc., a Delaware corporation (100% shareholder);

7.   Mason Park Center, LLC, a Delaware limited liability company (99% member
     interest);

8.   GDC Retail, Inc., a Delaware corporation (100% shareholder);

9.   GDC Retail, LLC, a Delaware limited liability company (99% member
     interest);

10.  SR 741, Inc., a Delaware corporation (100% shareholder);

11.  SR 741, LLC, a Delaware limited liability company (99% member interest);
     and

12.  California Retail Security, Inc., an Ohio corporation (100% shareholder).

EX-23.1

                                                                    Exhibit 23.1



            Consent of Independent Registered Public Accounting Firm
            --------------------------------------------------------


Glimcher Realty Trust
Columbus, Ohio

We hereby consent to the incorporation by reference in the Registration
Statements on Form S-3 (Nos. 333-87538, 333-113910, 33-90730, 33-91084,
333-43317, 333-43319, 333-61339 and 333-115068), Form S-11 (No. 33-69740) and
Form S-8 (Nos. 33-94542, 333-10221, 333-84537 and 333-123557) of Glimcher Realty
Trust of our reports dated February 22, 2006 relating to the consolidated
financial statements, financial statement schedule and the effectiveness of
Glimcher Realty Trust's internal control over financial reporting, which appear
in this Form 10-K.


Chicago, Illinois                                      /s/ BDO Seidman, LLP
February 22, 2006

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Michael P. Glimcher, certify that:

1. I have reviewed this annual report on Form 10-K of Glimcher Realty Trust;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 22, 2006

/s/ Michael P. Glimcher

Michael P. Glimcher

President, Chief Executive Officer

and Trustee

(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATIONS

I, Mark E. Yale, certify that:

1. I have reviewed this annual report on Form 10-K of Glimcher Realty Trust;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 22, 2006

/s/ Mark E. Yale

Mark E. Yale,

Senior Vice President, Chief Financial Officer

and Treasurer

(Principal Accounting and Financial Officer)

EX-32.1

Exhibit 32.1

Certification Pursuant to

18 U.S.C. Section 1350,

As Adopted Pursuant To

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the accompanying Form 10-K of Glimcher Realty Trust (the “Company”) for the period ended December 31, 2005, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael P. Glimcher, President, Chief Executive Officer and Trustee of the Company, certify, to the best of my knowledge, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 22, 2006 /s/ Michael P. Glimcher

Michael P. Glimcher

President, Chief Executive Officer

and Trustee

(Principal Executive Officer)

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Glimcher Realty Trust and will be retained by Glimcher Realty Trust and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

Certification Pursuant to

18 U.S.C. Section 1350,

As Adopted Pursuant To

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the accompanying Form 10-K of Glimcher Realty Trust (the “Company”) for the period ended December 31, 2005, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark E. Yale, Senior Vice President, Chief Financial Officer and Treasurer (Principal Accounting and Financial Officer) of the Company, certify, to the best of my knowledge, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 22, 2006 /s/ Mark E. Yale

Mark E. Yale

Senior Vice President,

Chief Financial Officer and Treasurer

(Principal Accounting and Financial Officer)

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Glimcher Realty Trust and will be retained by Glimcher Realty Trust and furnished to the Securities and Exchange Commission or its staff upon request.