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, 2006

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	(I.R.S. Employer
incorporation or organization)	Identification No.)
150 East Gay Street	43215
Columbus, Ohio	(Zip Code)
(Address of principal executive offices)

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	New York Stock Exchange
8 ¾% Series F Cumulative Redeemable Preferred Shares of Beneficial	New York Stock Exchange
Interest, par value $0.01 per share
8 ⅛% Series G Cumulative Redeemable Preferred Shares of Beneficial	New York Stock Exchange
Interest, par value $0.01 per share

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, 2007, there were 36,787,254 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, 2006, was $891,387,425.

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 end of the year covered by this Form 10-K with respect to the Annual Meeting of Shareholders to be held on May 11, 2007 are incorporated by reference into Part III of this Report.

TABLE OF CONTENTS

Item No.		Form 10-K
		Report Page
PART I
1.	Business	3
1A.	Risk Factors	6
1B.	Unresolved Staff Comments	12
2.	Properties	12
3.	Legal Proceedings	19
4.	Submission of Matters to a Vote of Security Holders	19
PART II
5.	Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	19
6.	Selected Financial Data	19
7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	21
7A.	Quantitative and Qualitative Disclosures About Market Risk	39
8.	Financial Statements and Supplementary Data	39
9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	39
9A.	Controls and Procedures	40
9B.	Other Information	42
PART III
10.	Trustees, Executive Officers and Corporate Governance	42
11.	Executive Compensation	42
12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	42
13.	Certain Relationships and Related Transactions, and Trustee Independence	42
14.	Principal Accounting Fees and Services	42
15.	Exhibits and Financial Statement Schedules	43
Signatures		50

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; failure to increase mall store occupancy and same-mall operating income; 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 and new 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 and the failure to achieve estimated sales prices and proceeds from the sale of such properties; the failure to achieve earnings and funds from operations targets or estimates; conflicts of interest with existing joint venture partners; the failure to complete planned redevelopments of properties; the failure of the Company to make additional investments in regional mall properties and redevelopment of 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, Glimcher Properties Limited Partnership (the “Operating Partnership,” “OP” or “GPLP”) 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.”

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. 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 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 the Operating Partnership, 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, 2006, GRT held a 91.9% interest in the Operating Partnership.

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, 2006, the Properties consisted of 26 Malls (24 wholly-owned and 2 partially owned through a joint venture) containing an aggregate of 23.7 million square feet of gross leasable area (“GLA”) and 4 Community Centers containing an aggregate of 1.0 million square feet of GLA.

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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, 2006, the occupancy rate for all of the Properties was 92.8% of GLA. The occupied GLA was leased at 84.8%, 8.0% 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, 2006, the Properties had annualized minimum rents of $235.1 million. Approximately 79.1%, 7.3% and 13.6% of the annualized minimum rents of the Properties as of December 31, 2006 were derived from national, regional and local retailers, respectively. No single tenant represents more than 5.0% of the aggregate annualized minimum rents of the Properties as of December 31, 2006.

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, JCPenney, Kohl’s, Macy’s, 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 Malls, multiple screen movie theaters and other entertainment activities. The largest operating Mall has 1.6 million square feet of GLA and approximately 160 stores, while the smallest has 442,000 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, 2006, the Malls accounted for 95.8% of the total GLA, 96.3% of the aggregate annualized minimum rents of the Properties and had an overall occupancy rate of 93.3%.

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 and Kmart, and supermarkets such as Kroger. Many of the Community Centers have retail businesses or restaurants located along the perimeter of the parking areas.

As of December 31, 2006, Community Centers accounted for 4.2% of the total GLA, 3.7% of the aggregate annualized minimum rents of the Properties and had an overall occupancy rate of 82.2%.

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 of this Form 10-K.

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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 and/or have significant growth potential. 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, 2006, the Company had a total-debt-to-total-market capitalization ratio of 55.3% based upon the closing price of the Common Shares on the New York Stock Exchange as of December 31, 2006. 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, 2006, 85.6% of total Company debt was fixed rate. Shorter term and variable rate debt typically is employed for Properties anticipated to be expanded or redeveloped.

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, 2006, the Company had an aggregate of 1,168 employees, of which 565 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.

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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. Additionally, 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 its 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.

Item 1A. Risk Factors

There are a number of 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. Our ability to make dividend distributions may 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 retail space;

● our ability to provide adequate maintenance to our properties; 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, 2008. 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, 2008 or, if we can, that the premiums for the insurance will be reasonable.

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We rely on major tenants.

At December 31, 2006, our three largest tenants were Gap, Inc., Foot Locker, Inc. and Limited Brands, Inc., representing 3.0%, 2.7% and 2.6% of our annualized minimum rents, respectively. No other tenant represented more than 2.0% 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 expire.

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 close, if certain sales levels or profit margins are not achieved, or if an exclusive use provision is violated.

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 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, 2006 have not yet been determined. At December 31, 2006, we had recorded in accounts receivables $3.3 million of costs expected to be recovered from tenants during the first six months of 2007. 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, 2006, approximately 33% 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;

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· 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.

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

Our assets may be subject to impairment charges that may materially affect our financial results.

We evaluate our real estate assets and other assets for impairment indicators whenever events or changes in circumstances indicate that recoverability of our investment in the asset is not assured. This evaluation is conducted periodically, but no less frequently than quarterly. Our determination of whether a particular held-for-use asset is impaired is based upon the undiscounted projected cash flows used for the impairment analysis and our determination of the asset’s estimated fair value that in turn are based upon our plans for the respective asset and our views of market and economic conditions. With respect to assets held-for-sale, our determination of whether such an asset is impaired is based upon market and economic conditions. If we determine that a significant impairment has occurred, then we would be required to make an adjustment to the net carrying value of the asset, which could have a material adverse effect on our results of operations and funds from operations in the period in which the adjustment is made. Furthermore, changes in estimated future cash flows due to a change in our plans or views of market and economic conditions could result in the recognition of additional impairment losses for already impaired assets, which, under the applicable accounting guidance, could be substantial.

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.

GRT believes that it has qualified as a REIT under 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 that 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.

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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 access to other sources of funds necessary 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.

Debt financing could adversely affect our performance.

As of December 31, 2006, we had $1.6 billion of combined mortgage indebtedness and outstanding borrowings under our credit facility, of which $107.2 million matures during 2007. After the payoff of a $25.0 million loan on January 22, 2007, $82.2 million remains scheduled to mature in 2007. As of December 31, 2006, we have borrowed $272.0 million from our credit facility, which matures on December 13, 2009. A number of our 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 $470 million unsecured credit facility is the most restrictive of our financing arrangements. Accordingly, at December 31, 2006, the additional amount that may be borrowed from this facility or other sources based upon the restrictive covenants in the credit facility is $318.4 million. Additional amounts could be borrowed as long as we maintain a ratio of total-debt-to-total-asset value that complies with the restrictive covenants of the credit facility. The ratio of total-debt-to-total-market capitalization was 55.3% as of December 31, 2006. 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 operating partnership interest in GPLP (“OP Units”) (based on the closing price of the Common Shares on December 31, 2006).

9

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, 2006, approximately $227.0 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, 2006, 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 $2.3 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 REITs 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.

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 make 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; however, covenants of our unsecured credit facility limit the amount of capital that we may invest in joint ventures at any one time.

10

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

Pursuant to GPLP’s limited partnership agreement, GPLP may not sell all or substantially all of its assets without the consent of the holders of a majority of the OP Units, excluding GRT, if limited partners (other than GRT) at the time of the sale own in the aggregate ten percent or greater of the outstanding OP Units. At the present time, GRT owns 91.9% of the outstanding OP Units, resulting in the consent not being required. However, should limited partners (excluding GRT) own 10% or greater of the outstanding OP Units in the future, the majority vote requirement would effectively mean 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, 2006.

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.

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. The Board has also granted an exemption to Neuberger Berman permitting them to own 608,800 Series G Preferred Shares. 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 equal classes whose terms expire in 2007, 2008 and 2009, respectively. Each year one class of trustees is 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.

11

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.

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 lose any 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 as well as other costs pertinent to our business, including, but not limited to, the cost of insurance and utilities.

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 2006 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, 2006, the Company managed and leased a total of 30 Properties of which the Company had an ownership interest (28 wholly-owned and 2 partially owned through a joint venture). The Properties are located in 16 states as follows: Ohio (10), West Virginia (3), California (2), Florida (2), Texas (2), Alabama (1), Kansas (1), Kentucky (1), Minnesota (1), New Jersey (1), North Carolina (1), Oklahoma (1), Oregon (1), Pennsylvania (1), Tennessee (1) and Washington (1).

12

(a) Malls

Twenty-six of the Properties are Malls and range in size from 442,000 square feet of GLA to 1.6 million square feet of GLA. Seven of the Malls are located in Ohio and 19 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), Oklahoma (1), Oregon (1), Pennsylvania (1), Tennessee (1) and Washington (1). The location, general character and major tenant information are set forth below.

Summary of Malls at December 31, 2006

    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 (10)	586,042	193,870	779,912	100.0	98.7	$281	JCPenney (8) Macy’s 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	177,966	441,760	58.1	94.6	$371	Belk Goody’s JCPenney	01/31/10 03/31/09 10/31/09
Colonial Park Mall Harrisburg, PA	504,446	239,034	743,480	100.0	98.3	$308	The Bon-Ton Boscov’s Sears	01/31/15 (4) (4)
Dayton Mall, The Dayton, OH	935,130	422,720	1,357,850	100.0	93.8	$341	Borders Books & Music DSW Shoe Warehouse Elder-Beerman JCPenney Linens’N Things Macy’s Old Navy Sears	12/31/21 07/31/10 (4) 03/31/11 01/31/17 (4) 07/31/10 (4)
Eastland Mall (“Eastland North Carolina”) Charlotte, NC (10)	725,720	335,770	1,061,490	96.4	84.4	$209	Belk Burlington Coat Factory Dillard’s Eastland-Fields LLC Sears	(4) (7) (4) (7) (4)
Eastland Mall (“Eastland Ohio”) Columbus, OH	726,534	290,667	1,017,201	100.0	83.2	$277	JCPenney (5) Kaufmann’s Macy’s (8) Sears	01/31/13 (4) (4) (4)

13

    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)

Grand Central Mall Parkersburg, WV	562,394	367,580	929,974	100.0	92.8	$313	Belk Elder-Beerman (5) Goody’s JCPenney Regal Cinemas Sears Steve & Barry’s	03/31/18 01/31/33 04/30/06 09/30/07 01/31/17 09/25/12 01/31/11
Great Mall of the Great Plains, The Olathe, KS	397,947	385,063	783,010	75.8	85.6	$170	Burlington Coat Factory Dickinson Theatres Foozles Group USA Steve & Barry’s VF Factory Outlet Zonkers	01/31/08 09/30/08 01/31/09 08/13/07 01/31/13 01/10/08 04/30/09
Indian Mound Mall Heath, OH	389,589	167,890	557,479	100.0	90.7	$247	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	648,980	641,931	1,290,911	100.0	99.3	$502	Bed Bath & Beyond Burlington Coat Factory Cohoes Fashions Daffy’s DSW Shoe Warehouse/ Filene’s Basement Gap Outlet, The Group USA Jeepers! Last Call Loew’s Theaters Marshalls Modell’s Sporting Goods 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 01/31/10 11/30/09 12/31/20 10/31/09 01/31/17 11/30/11 10/31/14 05/31/10
Lloyd Center Portland, OR	738,444	733,833	1,472,277	93.8	96.8	$395	Barnes & Noble Lloyd Center Ice Rink(6) Lloyd Mall Cinemas Macy’s Marshalls Nordstrom Ross Dress for Less Sears	01/31/12 12/31/08 01/31/12 01/31/11 01/31/09 (4) 01/31/15 (4)

14

 

    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 Fairfield Commons, The Beavercreek, OH	768,284	375,628	1,143,912	100.0	98.7	$367	Dick’s Sporting Good’s Elder-Beerman JCPenney Macy’s (5) Parisian Sears	01/31/21 01/31/15 10/31/08 01/31/15 01/31/14 10/31/08
Mall at Johnson City, The Johnson City, TN	358,395	174,064	532,459	93.4	94.8	$417	Belk for Her Belk Home Store Goody’s JCPenney Sears	10/31/12 06/30/11 05/31/11 03/31/10 (5)
Montgomery Mall Montgomery, AL (10)	460,341	266,552	726,893	61.7	39.1	$232	Parisian (8) Steve & Barry’s	(4) 01/31/13
Morgantown Mall Morgantown, WV	396,358	161,374	557,732	100.0	92.2	$310	Belk Carmike Cinemas Elder-Beerman JCPenney Sears Steve & Barry’s	03/15/11 10/31/24 01/29/11 09/30/10 09/30/10 01/31/13
New Towne Mall New Philadelphia, OH	361,501	155,095	516,596	100.0	94.8	$247	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	294,024	610,039	58.6	86.0	$344	Best Buy Burlington Coat Factory Steve & Barry’s	01/31/10 09/30/10 01/31/11
Northwest Mall Houston, TX (10)	584,016	211,662	795,678	64.2	80.3	$301	Academy of Healthcare Professionals All Shoes $9.99 Macy’s Palais Royal	10/31/16 06/30/08 (4) 12/31/09
Polaris Fashion Place Columbus, OH	1,088,075	518,807	1,606,882	100.0	98.3	$399	Great Indoors, The JCPenney Kaufmann’s (8) Macy’s Saks Fifth Avenue Sears Von Maur	(4) (4) (4) (4) (4) (4) (4)

15

 

    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)

River Valley Mall Lancaster, OH	316,947	260,520	577,467	100.0	92.8	$298	Elder-Beerman JCPenney Macy’s Regal Cinemas Sears Steve & Barry’s	02/02/08 09/30/12 09/30/07 12/31/06 10/31/09 01/31/11
SuperMall of the Great Northwest Auburn, WA	541,669	400,855	942,524	100.0	93.4	$262	Bed Bath & Beyond Burlington Coat Factory Gart Sports Marshalls Nordstrom Old Navy Sam’s Club Steve & Barry’s Vision Quest	01/31/07 01/31/11 01/31/11 01/31/11 08/31/10 01/31/11 05/31/19 01/31/14 11/30/18
University Mall Tampa, FL (10)	807,677	428,842	1,236,519	97.5	92.7	$315	Burlington Coat Factory Cobb Theater (6) Dillard’s Macy’s Sears Steve & Barry’s	(4) 12/31/11 (4) (4) (4) 01/31/13
Weberstown Mall Stockton, CA	602,817	256,506	859,323	100.0	96.3	$411	Barnes & Noble Dillard’s JCPenney Sears	01/31/09 (4) 03/31/09 (4)
WestShore Plaza Tampa, FL	769,878	289,647	1,059,525	100.0	99.0	$512	AMC Theatres JCPenney Macy’s Old Navy Saks Fifth Avenue Sears	01/31/21 09/30/12 (4) 01/31/11 11/30/18 09/30/17
Subtotal	13,850,993	7,749,900	21,600,893	93.9%	91.7%	$348

Malls owned in a joint venture
Puente Hills Mall (9) City of Industry, CA	731,289	452,183	1,183,472	96.4	93.8	$271	AMC 20 Theaters Burlington Coat Factory Circuit City Comp USA (8) Linen’s N Things Macy’s Ross Dress for Less Sears Spectrum Club	04/30/17 10/31/08 01/31/19 10/31/17 01/31/14 (4) 01/31/10 (4) 01/31/14

16

 

    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)

Tulsa Promenade (9) Tulsa, OK	690,235	234,497	924,732	100.0	80.2	$307	Dillard’s Hollywood Theaters JCPenney Macy’s MDS Realty II, LLC (8)	12/31/16 01/31/19 03/31/11 03/31/11 (11)
Subtotal	1,421,524	686,680	2,108,204	98.2%	89.1%	$288
Total	15,272,517	8,436,580	23,709,097	94.3%	91.5%	$344

(1) Includes outparcels.

(2) Average 2006 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.

(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 through the 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, 2006.

(11) The tenant owns the land and the building and is subjected to the Mervyn’s operating agreement.

(b) Community Centers

Four of the Properties are Community Centers ranging in size from approximately 149,000 to 443,000 square feet of GLA. They are located in 2 states as follows: Ohio (3), and West Virginia (1). The location, general character and major tenant information are set forth below.

Summary of Community Centers at December 31, 2006

Property/Location	Anchors GLA	Stores GLA (1)	Total GLA	% of Anchors Occupied	% of Stores Occupied	Anchors	Lease Expiration (2)
Knox Village Square
Mount Vernon, OH	173,009	34,400	207,409	67.8	81.1	JCPenney	05/31/08
						Kmart	11/30/17
Morgantown Commons
Morgantown, WV	200,187	30,656	230,843	100.0	20.7	Gabriel Brothers	01/31/17
						Kmart	02/28/21
Ohio River Plaza
Gallipolis, OH	106,242	43,136	149,378	15.4	87.9	Peebles	01/31/17
Polaris Towne Center
Columbus, OH	291,997	151,040	443,037	100.0	98.5	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
Total	771,435	259,232	1,030,667	81.1%	85.2%

(1) Includes outparcels.

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

17

(c) Properties Subject to Indebtedness

At December 31, 2006, 25 of the Properties, consisting of 22 Malls (20 wholly-owned and 2 partially owned through a joint venture) and 3 Community Centers, were encumbered by mortgages and 4 Malls and 1 Community Center were unencumbered. The 5 unencumbered Properties had a net book value of $239.4 million at December 31, 2006. 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, 2006 (dollars in thousands).

	Fixed/ Variable		Interest		Loan			Annual Debt		Payment at
Encumbered Property	Interest Rate		Rate		Balance			Service (1)		Maturity		Maturity
$36.4 million SAN Mall note		Fixed		8.35%	$	33,020		$	3,320	$	32,615		10/11/2007	(2)
Almeda Mall
Northwest Mall
$58.4 million Morgantown note		Fixed		6.89%		52,474		$	4,608	$	50,823		09/11/2008	(2)
Morgantown Mall
Morgantown Commons
Colonial Park Mall		Fixed		7.73%		32,451		$	3,088	$	32,033		10/11/2007	(2)
Knox Village Square		Fixed		7.41%		8,753		$	772	$	8,624		02/11/2008
Eastland North Carolina		Fixed		7.84%		43,766		$	4,308	$	42,302		09/11/2008	(2)
Great Mall of the Great Plains, The		Fixed		6.35%		30,000		$	1,932	$	30,000		01/12/2009
Grand Central Mall		Fixed		7.18%		47,815		$	4,268	$	46,065		02/01/2009
Mall at Johnson City, The		Fixed		8.37%		38,787		$	3,740	$	37,026		06/01/2010
Polaris Towne Center		Fixed		8.20%		40,482		$	3,858	$	38,543		06/01/2010	(2)
Ashland Town Center		Fixed		7.25%		24,809		$	2,344	$	21,817		11/01/2011
Dayton Mall, The		Fixed		8.27%		55,886		$	5,556	$	49,864		07/11/2012	(2)
WestShore Plaza		Fixed		5.09%		95,255		$	6,508	$	84,824		09/09/2012
Polaris Fashion Place		Fixed		5.24%		142,129		$	9,928	$	124,572		04/11/2013
Lloyd Center		Fixed		5.42%		133,256		$	9,456	$	116,922		06/11/2013	(2)
Jersey Gardens		Fixed		4.83%		158,791		$	10,424	$	135,194		06/08/2014
Mall at Fairfield Commons, The		Fixed		5.45%		109,232		$	7,724	$	92,762		11/01/2014
SuperMall of the Great Northwest		Fixed		7.54%		59,515		$	5,412	$	49,969		02/11/2015	(2)
River Valley Mall		Fixed		5.65%		50,000		$	2,864	$	44,931		01/11/2016
Weberstown Mall		Fixed		5.90%		60,000		$	3,590	$	60,000		06/08/2016
Eastland Ohio		Fixed		5.87%		43,000		$	2,557	$	38,057		12/11/2016
Total fixed rate notes:						1,259,421
Montgomery Mall		Variable		7.03%		25,000		$	1,781	$	25,000		01/31/2007
Total variable rate notes:						25,000
Total Wholly Owned Properties:					$	1,284,421	(3)
Joint Venture Properties:
Puente Hills Mall (4)		Fixed		5.20%	$	45,436		$	3,151	$	44,324		06/01/2008
Tulsa Promenade (5)		Fixed		6.52%		18,200		$	1,203	$	18,200		03/14/2009
Total Joint Venture Properties:					$	63,636

(1) Annual debt service for variable rate notes is calculated based on the interest rate at December 31, 2006.

(2) Optional prepayment date (without penalty) is shown. Loan matures at a later date.

(3) 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.”

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

(5) On March 14, 2006, the Company divested of its 100% interest in this Property and transferred it to a joint venture in which it has a 52% interest.

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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.

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 2006.

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, 2007, the last reported sales price of the Common Shares on the NYSE was $29.21. The following table shows the high and low sales prices for the Common Shares on the NYSE for the 2006 and 2005 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.

			Distributions
Quarter Ended	High	Low	Per Share
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
March 31, 2006	$29.10	$23.95	$0.4808
June 30, 2006	$28.36	$23.88	$0.4808
September 30, 2006	$25.63	$23.08	$0.4808
December 31, 2006	$27.72	$24.20	$0.4808

(b) Holders

The number of holders of record of the Common Shares was 911 as of February 22, 2007.

(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, 2006, 2,100,000 Common Shares were authorized, of which 268,052 Common Shares have been issued under the Plan.

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.

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SELECTED FINANCIAL DATA

	For the Years Ended December 31,
	2006			2005			2004			2003			2002
Operating Data (in thousands, except per share amounts): (1)
Total revenues	$	309,264		$	300,026		$	288,839		$	244,327		$	204,973
Operating income	$	63,742		$	105,994		$	103,563		$	85,534		$	68,831
Interest expense	$	84,985		$	74,396		$	78,359		$	68,824		$	85,773
Gain on sales of properties, net	$	1,717		$	1,619		$	19,646		$	703		$	15,756
(Loss) income from continuing operations	$	(11,602	)	$	31,666		$	22,488		$	18,982		$	(14,479	)
(Loss) income from continuing operations per share common (diluted)	$	(0.93	)	$	0.36		$	0.08		$	0.18		$	(0.68	)
Net (loss) income	$	(77,165	)	$	20,850		$	51,755		$	32,961		$	33,604
Preferred stock dividends	$	17,437		$	17,437		$	17,517		$	13,688		$	11,833
Net (loss) income available to common shareholders	$	(94,602	)	$	3,413		$	29,360		$	19,273		$	21,771
Per common share data: Earnings per share (diluted)	$	(2.58	)	$	0.09		$	0.82		$	0.55		$	0.67
Distributions (per common share)	$	1.9232		$	1.9232		$	1.9232		$	1.9232		$	1.9232
Balance Sheet Data (in thousands):
Investment in real estate, net	$	1,773,805		$	1,877,059		$	1,835,298		$	1,724,226		$	1,507,277
Total assets	$	1,888,820		$	1,995,312		$	1,947,024		$	1,837,423		$	1,622,433
Total long-term debt	$	1,576,886		$	1,501,481		$	1,402,604		$	1,295,058		$	1,095,930
Total shareholders’ equity	$	225,235		$	387,054		$	443,822		$	441,939		$	416,492
Other Data:
Cash provided by operating activities (in thousands)	$	96,230		$	108,345		$	102,305		$	98,894		$	67,600
Cash (used in) provided by investing activities (in thousands)	$	(108,911	)	$	(120,203	)	$	38,133		$	(200,229	)	$	175,697
Cash provided by (used in) financing activities (in thousands)	$	16,611		$	11,233		$	(143,032	)	$	101,066		$	(240,697	)
Funds from operations (2) (in thousands)	$	(25,502	)	$	77,666		$	89,629		$	88,897		$	74,828
Number of properties (3) (4)		30			36			41			70			73
Total GLA (in thousands) (3) (4)		24,740			24,615			24,291			27,061			25,716
Occupancy rate % (3)		92.8	%		91.9	%		89.3	%		89.8	%		88.9	%

(1) Operating data for the years ended December 31, 2005, 2004, 2003 and 2002 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 of this Form 10-K.

(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: 2006 includes 2.1 million square feet of GLA (2 Properties), 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) and 2002 includes 3.8 million square feet of GLA (4 Properties).

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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, 2006, we owned interests in and managed 30 Properties, consisting of 26 Malls (24 wholly-owned and 2 partially owned through a joint venture) and 4 Community Centers located in 16 states. The Properties contain an aggregate of approximately 24.7 million square feet of GLA of which approximately 92.8% was occupied at December 31, 2006.

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

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

Our strategy is to be a leading REIT focusing on 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, redevelopment and development opportunities 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 two 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 the Company’s independent registered public accounting firm. Actual results may differ from these estimates under different assumptions or conditions.

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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 significant estimates. Percentage rents, tenant reimbursements and components of other revenue associated with the margins related to outparcel sales include estimates.

Percentage Rents

Percentage rents, which are based on tenants’ sales as reported to the Company, are recognized once the sales reported by such tenants exceed any applicable breakpoints as specified in the tenants’ leases. The percentage rents are recognized based upon the measurement dates specified in the leases which indicate when the percentage rent is 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. 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 reimbursements versus actual expenses. 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. If management’s estimate of the percent of recoverable expenses that can be billed to the tenants in 2006 differs from actual amounts billed in 2007 by 1%, the amount of income recorded during 2006 would increase or decrease by $1.0 million.

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, 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.

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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.

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 particular Property 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, the value of tenant relationships, and the value of in-place leases, based in each case on their fair values. Purchase accounting is applied to assets and liabilities related to real estate entities acquired based upon the percentage of interest acquired.

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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 that is reasonably assured.

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.

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 initial term of each lease. 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. Cash allowances paid in return for operating covenants from retailers who own their real estate are capitalized as contract intangibles. These intangibles are amortized over the period the retailer is required to operate their store.

Investment in Unconsolidated Real Estate Entities

The Company evaluates all joint venture arrangements for consolidation. The percentage interest in the joint venture, evaluation of control and whether a variable interest entity (“VIE”) exists are all considered in determining if the arrangement qualifies for consolidation.

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 beginning on 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, 2006 related to our investment in unconsolidated real estate entities.

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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.

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, 2006 and 2005.

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 ended December 31, 2006, 2005 and 2004 (in thousands):

	For the Years Ended December 31,
	2006			2005			2004
Net (loss) income available to common shareholders	$	(94,602	)	$	3,413		$	29,360
Add back (less):
Real estate depreciation and amortization		73,926			75,620			76,970
Equity in income of unconsolidated entities		(1,443	)		(51	)		(3	)
Share of joint venture real estate depreciation and amortization		6,067			51			42
Minority interest in Operating Partnership		(7,733	)		252			2,906
Discontinued operations: Gain on sales of properties		(1,717	)		(1,619	)		(19,646	)
Funds from operations	$	(25,502	)	$	77,666		$	89,629

FFO - Comparison of year ended December 31, 2006 to December 31, 2005

FFO decreased 132.8%, or $103.2 million, for the year ended December 31, 2006 compared to the year ended December 31, 2005. During 2006, we incurred $111.9 million of impairment charges primarily related to three Mall Properties, two of which were listed as held-for-sale, as compared to $16.4 million related primarily to Community Centers for the same period ended December 31, 2005. Also contributing to the decrease in FFO was a $18.0 million increase in overall interest expense. This increase in interest expense can be attributed to a $9.4 million defeasance charge associated with the release of a lien and security interest related to the mortgage loan on University Mall and release of the Company from our obligation under the loan. The increase in interest expense is also attributable to a higher average loan balance during 2006 as compared to 2005, primarily due to funding of acquisitions, capital improvements and the Company’s redevelopment program. Excluding the non-cash impairment charges and defeasance costs, FFO would have been $95.8 million for the year ended December 31, 2006 compared to $94.1 million for the year ended December 31, 2005.

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Offsetting these decreases to FFO was an increase of $6.0 million to our pro-rata share of FFO from our joint venture investment in Puente Hills Mall (“Puente”) and Tulsa Promenade (“Tulsa”). Also, our general and administrative costs decreased by $3.1 million. This decrease is primarily due to $3.3 million of charges in 2005 relating to an employment agreement ($2.0 million) and a severance agreement ($1.3 million) with two of the Company’s former executives.

FFO - Comparison of year ended December 31, 2005 to December 31, 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 charges associated with an employment agreement ($2.0 million) and a severance agreement ($1.3 million) with two of the Company’s former executives in 2005 and increased costs associated with corporate governance.

Offsetting these decreases in FFO was lower overall interest expense of approximately $4.5 million, a $7.4 million greater contribution of operating income from our Properties in 2005 and no redemption costs as incurred in the previous year. 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 Shares”) that were redeemed during the first quarter of 2004.

Results of Operations - Year Ended December 31, 2006 Compared to Year Ended December 31, 2005

Revenues

Total revenues increased 3.1%, or $9.2 million, for the year ended December 31, 2006. Each revenue category increased for the year ended December 31, 2006 compared to December 31, 2005 primarily due to improved performance at our Mall Properties.

Minimum rents

Minimum rents increased 1.8%, or $3.3 million, for the year ended December 31, 2006. The increase is due to higher base rent at the Malls of $5.3 million resulting from improved in-line store occupancy and increased rental rates. Lease termination income decreased $82,000 from the prior year. Straight-line rents decreased $1.9 million for the year ended December 31, 2006, compared to the same period in 2005.

Tenant reimbursements

Tenant reimbursements reflect an increase of 2.2%, or $1.8 million, for the year ended December 31, 2006. This is due to an associated increase of $1.8 million in reimbursable expenses for the year and a 20 basis point improvement in recovery rates.

Other revenues

Other revenues increased 16.7%, or $3.8 million for the year ended December 31, 2006 compared to the year ended December 31, 2005. The components of other revenues are shown below:

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	For the Years Ended December 31,
	2006		2005		Inc. (Dec.)
Licensing Agreement Income	$	11,554	$	13,526	$	(1,972	)
Outparcel Sales		6,220		2,525		3,695
Sponsorship Income		1,069		810		259
Management Fees		2,231		632		1,599
Other		5,588		5,359		229
Total	$	26,662	$	22,852	$	3,810

Licensing agreement income relates to our tenants with rental agreement terms of less than thirteen months. The decline in this revenue is due to extending the terms of many of these agreements for longer periods. In 2006, revenue from our sales of outparcels primarily related to seven outparcels sold at The Great Mall of the Great Plains (“Great Mall”) Property for $5.9 million in the fourth quarter. The 2005 outparcel income related primarily to sales of undeveloped land in Ohio. The increase in management fee income relates to Properties we own through a joint venture that was formed in late 2005.

Expenses

Total expenses increased 26.5%, or $51.5 million, for the year ended December 31, 2006. Property operating expenses and real estate taxes increased $1.8 million, the provision for doubtful accounts decreased $75,000, other operating expenses increased $656,000, depreciation and amortization increased $5.5 million, general and administrative costs decreased $3.1 million and impairment losses on held-for-use real estate assets increased $46.7 million.

Real estate taxes and property operating expenses

Real estate taxes and property operating expenses increased $1.8 million, or 1.9%, for the year ended December 31, 2006. Real estate taxes decreased $288,000, or 0.8%. Successful real estate tax appeals resulted in decreases in real estate taxes at two of our Properties of approximately $783,000 for 2006 compared to the prior year. Offsetting these reductions were increases in real estate taxes for the year ended December 31, 2006 for WestShore Plaza and The Mall at Fairfield Commons of $346,000 and $324,000, respectively.

Property operating expenses increased $2.1 million, or 3.4% for the year ended December 31, 2006. Salaries and related expenses were up by $1.1 million. These increases related primarily to wages for our housekeeping and security personnel. Utility expense increased $1.7 million, with the majority of the increase at Jersey Gardens Mall. Offsetting these increases were decreases in parking lot maintenance of $390,000 and snow removal of $835,000.

Provision for doubtful accounts

The provision for doubtful accounts was $3.7 million for the year ended December 31, 2006 and $3.8 million for 2005. The provision represented 1.2% of revenues in 2006 and 1.3% of revenues in 2005 related to our continuing operations. We have recorded a total provision for doubtful accounts (including discontinued operations) of $6.7 million in 2006 compared to $5.1 million in 2005. The increase relates primarily to aged receivables for sold Properties.

Other Operating Expenses

Other operating expenses were $9.6 million for the year ended December 31, 2006 compared to $9.0 million for the corresponding period in 2005. Cost associated with outparcel sales increased $432,000, primarily due to costs associated with the outparcel sale at our Great Mall Property. Landlord expenses including utilities and repairs increased $379,000 from 2005 to 2006. Offsetting these increases, our legal expenses decreased in the current year by $264,000 from the prior year.

Depreciation and Amortization

Depreciation expense increased for the year ended December 31, 2006 by $5.5 million, or 8.2%. The investment of $12 million in improvements to the Nordstrom store at the Lloyd Center Mall increased depreciation $1.2 million from the prior year. Depreciation expense increased at Eastland Ohio by $2.6 million for 2006 compared to 2005, primarily due to the addition of the new Macy’s anchor store that opened in late 2005.

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General and Administrative

General and administrative expense was $15.3 million for the year ended December 31, 2006 compared to $18.4 million for the year ended December 31, 2005. The decrease is due primarily to $3.3 million of charges in 2005 relating to employment agreement ($2.0 million) and a severance agreement ($1.3 million) with two of our former executives.

Impairment losses - real estate assets, continuing operations

We recognized a $46.7 million non-cash impairment charge on our Great Mall Property during the fourth quarter of 2006. Even though we have no current intentions to sell the Property, we are working on multiple redevelopment opportunities that may involve a substantial reconfiguration of the Property. These plans result in more than temporary declines in future cash flow shortfalls when compared to the carrying value of approximately $89.4 million.

Interest expense/capitalized interest

Interest expense increased, related to our continuing operations,14.2%, or $10.6million, for the year ended December 31, 2006. The summary below identifies the increase by its various components (dollars in thousands).

	Year Ended December 31,
	2006			2005			Inc. (Dec.)
Average loan balance	$	1,375,809		$	1,235,267		$	140,542
Average rate		6.21	%		6.04	%		0.17	%
Total interest	$	85,438		$	74,610		$	10,828
Amortization of loan fees		2,039			2,100			(61	)
Capitalized interest and other expense, net		(2,492	)		(2,314	)		(178	)
Interest expense	$	84,985		$	74,396		$	10,589

The increase in the “Average loan balance” was primarily the result of funding acquisitions, capital improvements and the Company’s redevelopment program. The variance in “Capitalized interest and other, net” was also primarily due to the increase in construction activity.

Equity in income of unconsolidated entities, net

The $1.4 million income results primarily from our investment in Puente and Tulsa. This represents our share of the $2.8 million of net income (available after payment of the preferred dividend) for the year ended December 31, 2006 for these Properties for the period during 2006 in which they were held through a joint venture (the “ORC 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 reconciliation of the net income from the ORC Venture to FFO for these Properties is shown below (in thousands).

	Year Ended December 31, 2006
Net income available to joint ventures	$	2,776
Add back:
Real estate depreciation and amortization		8,892
FFO	$	11,668
Pro-rata share of joint venture FFO	$	6,067

Discontinued Operations

During 2006, we sold seven Community Centers for $24.7 million and reflected five Mall Properties as held-for-sale. In connection with the sales, we recorded a net gain on the sale of $1.7 million. We recorded an impairment loss of $65.2 million primarily associated with two of the held-for-sale Malls. The impairment loss is reported in discontinued operations in accordance with SFAS No. 144. During 2005, we sold five Community Centers and one Mall for $18.4 million and reflected seven Community Centers and one Mall as held-for-sale. We reported a net gain of $1.6 million associated with the sale of these Community Centers and the Mall and recorded an impairment loss of $16.4 million. Total revenues for discontinued operations were $44.9 million and $52.6 million for the years ended December 31, 2006 and 2005, respectively.

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

Revenues

Total revenues increased 3.9%, or $11.2 million, for the year ended December 31, 2005. Minimum rents increased $9.0 million, percentage rents increased $207,000, tenant reimbursements increased $3.0 million and other income decreased $1.0 million.

Minimum rents

Minimum rents increased 5.1%, or $9.0 million, for the year ended December 31, 2005. The increase is primarily due to higher base rents at the Properties of $5.8 million and lease termination income increasing by $3.2 million.

Tenant reimbursements

Tenant reimbursements reflect an increase of 3.6%, or $3.0 million, for the year ended December 31, 2005. The increase in revenues relates to increases in recoverable operating expenses of $1.6 million and an improvement to the recovery rate of 160 basis points compared to 2004.

Other revenues

The $1.0 million decrease in other revenue is a result of a decrease of $1.8 million in licensing agreement revenue and a decrease of $188,000 in revenue from outparcel sales. These decreases were partially offset by higher fee income of $532,000 primarily related to the acquisition fee earned following the purchase of Puente on December 29, 2005.

Expenses

Total expenses increased $8.8 million, or 4.7%, for the year ended December 31, 2005. Real estate taxes and property operating expenses increased $1.6 million, the provision for doubtful accounts decreased $507,000, other operating expenses increased $1.1 million, depreciation and amortization increased $2.5 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 1.7%, or $1.6 million, for the year ended December 31, 2005. Real estate taxes increased $2.3 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 $646,000, primarily a result of bringing housekeeping and security services in-house.

Provision for doubtful accounts

The provision for doubtful accounts was $3.8 million for the year ended December 31, 2005 and $4.3 million for 2004. The provision represented 1.3% of revenues in 2005 and 1.5% of revenues in 2004. The allowance for doubtful accounts has not changed significantly as of December 31, 2005 compared to December 31, 2004.

Other operating expenses

Other operating expenses were $9.0 million for the year ended December 31, 2005 compared to $7.9 million for the corresponding period in 2004. The increase was primarily due to higher legal fees of $525,000 at the Properties and an increase of $495,000 in costs related to outparcel sales.

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Depreciation and Amortization

Depreciation and amortization expense increased for the year ended December 31, 2005 by $2.5 million, or 3.8%. The increase in depreciation and amortization is primarily a result of 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 6.1% of total revenues for the year ended December 31, 2005 compared to $14.3 million and 5.0% of total revenues for 2004. The increase is primarily due to $3.3 million of charges in 2005 relating to an employment agreement ($2.0 million) and a severance agreement ($1.3 million) with two of our former executives; higher professional services fees associated with corporate governance initiatives and increased corporate salaries.

Interest expense/capitalized interest

Interest expense decreased, related to our continuing operations, 5.1% or $4.0 million for the year 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	$	1,235,267		$	1,249,549		$	(14,282	)
Average rate		6.04	%		5.93	%		0.11	%
Total interest	$	74,610		$	74,099		$	511
Amortization of loan fees		2,100			4,033			(1,933	)
Capitalized interest and other expense, net		(2,314	)		227			(2,541	)
Interest expense	$	74,396		$	78,359		$	(3,963	)

Costs associated with early extinguishment of debt, which are reflected in interest expense, were $1.8 million for the year 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. Decreases in “Capitalized interest and other expense, net” was due to a significant increase in construction activity resulting in a $1.1 million increase in capitalized interest in 2005. Other items causing the decrease were the settlement of an interest rate swap arrangement of $391,000 and fees associated with a mortgage refinancing of $557,000, both of which occurred in 2004 with no similar expense in 2005.

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 as held-for-sale. We reported a net gain of $1.6 million associated with the sale of these Community Centers and the Mall and recorded an impairment loss 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 recorded a net gain on the sale of discontinued operations of $19.6 million. Total revenues for discontinued operations were $52.6 million and $66.3 million for the years ended December 31, 2005 and 2004, 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.

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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 our credit facility, construction financing, long-term mortgage debt, contributions from our strategic joint venture partnerships, issuance of preferred shares and Common Shares, and proceeds from the sale of assets will provide sufficient capital resources to carry out our business strategy.

At December 31, 2006, our total-debt-to-total-market capitalization was 55.3% compared to 56.1% at December 31, 2005. 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, 2006			Dec. 31, 2005
Stock Price (end of period)	$	26.71		$	24.32
Market Capitalization Ratio:
Common Shares outstanding		36,776			36,506
OP Units outstanding		2,996			3,115
Total Common Shares and OP Units outstanding at end of period		39,772			39,621
Market capitalization - Common Shares outstanding	$	982,287		$	887,826
Market capitalization - OP Units outstanding		80,023			75,757
Market capitalization - Preferred Shares		210,000			210,000
Total debt (end of period)		1,576,886			1,501,481
Total market capitalization	$	2,849,196		$	2,675,064
Total debt/total market capitalization		55.3	%		56.1	%
Total debt/total market capitalization including pro-rata share of joint ventures		56.3	%		56.9	%

CapitalResource Availability

In December 2006, we amended our existing unsecured line of credit (the “Prior Credit Facility”) to increase the borrowing availability from $300 million to $470 million (the “Amended Credit Facility”) and extend the maturity date to December 2009 with a one-year extension option available to the Company, subject to the satisfaction of certain conditions. The Amended Credit Facility is expandable to $600 million, subject to certain conditions. The interest rate of the Amended Credit Facility ranges from LIBOR plus 0.95% to LIBOR plus 1.40% depending upon our ratio of debt to total asset value.

In December 2005, we formed the ORC Venture with OMERS. The initial acquisition of the ORC Venture was the $170.1 million purchase of Puente. We have a 52% interest in the ORC Venture and ORC has a 48% interest, but GPLP will be entitled to certain preferred payments provided that ORC earns a specified rate of return. As part of the ORC Venture, ORC made $200 million available for acquisitions of certain mall and anchored lifestyle retail properties that GPLP offers to the ORC Venture. The properties to be acquired by the ORC Venture will be operated by us under separate management agreements. During 2006, the ORC Venture utilized $11.3 million of the $200.0 million to acquire Tulsa from GPLP and $188.7 million remains available. 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.

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 Ended December 31, 2006

Net cash provided by operating activities was $96.2 million for the year ended December 31, 2006.

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Net cash used in investing activities was $108.9 million for the year ended December 31, 2006. On January 17, 2006, we purchased Tulsa, a 927,000 square foot enclosed regional mall located in Tulsa, Oklahoma for $55.7 million. This Property was wholly owned until March 14, 2006 when we received $11.3 million upon transfer of this Property to the ORC Venture. Also, we paid $77.1 million towards our investment in real estate. Of this amount we spent $29.2 million on constructing additional GLA and interior renovations, primarily at The Dayton Mall, Eastland Ohio, Northtown Mall and Lloyd Center. We also spent $21.4 million on tenant improvements to re-tenant existing spaces. Another $9.4 million was spent on operational capital expenditures. The remaining amounts pertain to corporate projects, capitalized wages, real estate taxes and interest. We also invested $13.3 million in our unconsolidated properties. During September 2006, we paid $1.9 million to enter into a joint venture in Surprise, Arizona to develop a 27,000 square foot retail development (“Surprise Venture”). During December 2006, we invested $10.3 million in a joint venture to develop a 650,000 square foot premium retail and office complex in Scottsdale, Arizona (“Scottsdale Venture”). We also increased our investment in Puente by $1.0 million to fund that Property’s ongoing redevelopment program. Offsetting this was the receipt of $24.7 million in connection with the sale of seven non-strategic Community Center assets and $6.8 million received from the sale of outparcels.

Net cash provided by financing activities was $16.6 million for the year ended December 31, 2006. During 2006, we received $168.3 million from the issuance of new mortgage debt. This increase was primarily the result of the $35.0 million mortgage on Tulsa entered into subsequent to our acquisition of that particular Mall and the $133.0 million of new mortgage debt associated with the refinancings of Weberstown Mall, Eastland Ohio and Great Mall. We also received net proceeds of $122.0 million from our Amended Credit Facility. These proceeds were used primarily to fund our initial investments in both our Surprise Venture and Scottsdale Venture. We also used these proceeds to defease our University Mall mortgage debt. Offsetting these increases to cash were principal payments of $179.5 million. During 2006, we repaid mortgage debt totaling $153.6 million associated with University Mall, Weberstown Mall, Eastland Ohio and Great Mall. We also repaid $7.7 million of mortgage debt associated with Properties sold during 2006. The remaining payments were normal principal payments associated with mortgage debt. Lastly, we paid $93.8 million in dividend distributions to holders of our Common Shares, OP Units and preferred shares.

For the Year Ended December 31, 2005

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

Net cash used in investing activities was $120.2 million for the year ended December 31, 2005. During 2005, we spent $95.9 million towards our investment in real estate for i) $63.9 million to construct additional GLA and interior renovations, primarily at Eastland Ohio, The Mall at Fairfield Commons, The Dayton Mall, Lloyd Center and Northtown Mall and the purchase of vacant anchor space at Polaris Fashion Place, ii) $12.8 million on tenant improvements and allowances to re-tenant existing space, iii) $7.7 million for the acquisition of land in connection with the development of an anchored retail project to serve the Cincinnati, Ohio market (“City Park development”), iv) $4.6 million on operational capital expenditures and v) $6.9 million on other items such as corporate projects, capitalized wages, real estate taxes and interest. We also spent $44.2 million in connection with our investment, through the ORC Venture, in Puente. The remaining amounts pertain to corporate projects, capitalized wages, real estate taxes and interest. Offsetting these capital outlays, we received $23.6 million in proceeds from the sale of i) Southside Mall, ($13.0 million), ii) the former Lord & Taylor anchor space at Polaris Fashion Place ($5.3 million) and iii) 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 $11.2 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 Prior 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 dividend distributions to holders of our Common Shares, OP Units and preferred shares.

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For the Year Ended December 31, 2004

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

Net cash provided by investing activities was $38.1 million for the year 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 Polaris Fashion Place and Polaris Towne Center of $42.9 million. 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 $143.0 million for the year 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 Great Mall 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, Great Mall, 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.

Financing Activity

Total debt increased by $75.4 million during 2006. The change in outstanding borrowings is summarized as follows (in thousands):

	Mortgage Notes			Notes Payable		Total Debt
December 31, 2005	$	1,351,481		$	150,000	$	1,501,481
New mortgage debt		168,331			-		168,331
Repayment of debt		(161,237	)		-		(161,237	)
Debt assignment to ORC Venture		(35,000	)		-		(35,000	)
Debt amortization payments in 2006		(18,260	)		-		(18,260	)
Amortization of fair value adjustment		(429	)		-		(429	)
Net borrowings, line of credit		-			122,000		122,000
December 31, 2006	$	1,304,886		$	272,000	$	1,576,886

During 2006, we entered into four new financing arrangements and modified three existing arrangements. On January 13, 2006, the Company entered into a loan agreement to borrow $30.0 million (the “Great Mall Loan”). The Great Mall Loan is represented by a promissory note secured by a first mortgage lien and assignment of leases and rents on Great Mall. The Great Mall Loan has a floating interest rate of LIBOR plus 1.65% per annum and a maturity date of January 12, 2009. The interest rate for the Great Mall Loan was subsequently fixed through an interest rate protection agreement at 6.35% through January 15, 2008. The Great Mall Loan 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 proceeds of the Great Mall Loan were used to payoff the previous loan in the same amount. Also on January 13, 2006, we amended the $25 million mortgage loan agreement on Montgomery Mall to reduce the interest rate to LIBOR plus 1.65% from LIBOR plus 1.85%. After extending the loan for six months on July 31, 2006, the $25 million mortgage was repaid on January 22, 2007. On March 14, 2006, we entered into a loan agreement to borrow $35 million initially (the “Tulsa Loan”) and up to $50 million in total as part of a mortgage financing arrangement for Tulsa. The Tulsa Loan is represented by two promissory notes secured by a first mortgage lien and assignment of leases and rents on Tulsa. The Tulsa Loan had an initial floating interest rate of LIBOR plus 1.35% per annum and has a maturity date of March 14, 2009. The initial interest rate for the Tulsa Loan was subsequently fixed at a rate of 6.52% through an interest rate protection agreement. Under the Tulsa Loan, we are required to make interest only periodic payments for the length of the term. On May 25, 2006, we executed a loan agreement to borrow $60 million (the “Weberstown Loan”). The Weberstown Loan is represented by two promissory notes secured by a first mortgage lien and assignment of leases and rents on Weberstown Mall located in Stockton, California. The Weberstown Loan has a fixed interest rate of 5.90% per annum and a maturity date of June 8, 2016. Under the Weberstown Loan, we are required to make interest only periodic payments for the length of the term. We are not permitted under the Weberstown Loan to make any prepayments on outstanding principal until three months prior to the maturity date. On November 20, 2006, we entered into a Loan Agreement to borrow $43 million (the “Eastland Columbus Loan”). The Eastland Columbus Loan is represented by a promissory note secured by a first mortgage lien on Eastland Ohio. The Eastland Columbus Loan has a fixed interest rate of 5.87% per annum and a maturity date of December 11, 2016. Under the Eastland Columbus Loan, we are required to make interest only periodic payments for the first two years of the loan’s term and then, beginning in December 2008, payments of interest and principal. We are not permitted under the Eastland Columbus Loan to make any prepayments on outstanding principal prior to the maturity date.

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At December 31, 2006, our mortgage notes payable were collateralized with first mortgage liens on 23 Properties having a net book value of $1,444.2 million. We also owned 5 unencumbered Properties and other corporate assets having a net book value of $239.4 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 included in a cross-defaulted loan may constitute a default under all of the mortgages under that loan and may lead to acceleration of the indebtedness due on each Property within the collateral pool. Properties which are subject to cross-default provisions have a total net book value of $81.0 million and represent one Community Center and three Malls. Properties under such cross-default provisions relate to i) the Morgantown Mall Associates LP loan securing two Properties with a net book value of $41.5 million and ii) the SAN Mall LP loan securing two Properties with a net book value of $39.5 million.

Financing Activity - Joint Ventures

Within the ORC Venture, the total debt increased by $33.9 million during 2006. The change in outstanding borrowings is summarized as follows (in thousands):

	Mortgage Notes			GRT Share (52%)
December 31, 2005	$	88,212		$	45,870
Assumed mortgage debt		35,000			18,200
Debt amortization payments in 2006		(1,308	)		(680	)
Amortization of fair value adjustment		195			102
December 31, 2006	$	122,099		$	63,492

At December 31, 2006, the mortgage notes payable were collateralized with first mortgage liens on two Properties having a net book value of $242.8 million. The ORC Venture assumed the Tulsa Loan as part of GPLP’s transfer of Tulsa to the ORC Venture on March 14, 2006.

We also had joint venture interests in two unencumbered real estate parcels connected with our Surprise Venture and Scottsdale Venture having a net book value of $4.1 million at December 31, 2006.

Contractual Obligations and Commitments

The following table shows the Company’s contractual obligations and commitments as of December 31, 2006 related to our consolidated operations as well as our pro-rata share of our obligations under our joint venture arrangements (in thousands):

Consolidated Obligations and Commitments:	Total		2007		2008-2009		2010-2011		Thereafter
Long-term debt (includes interest payments)	$	2,039,360	$	206,529	$	615,390	$	238,210	$	979,231
Distribution obligations		58,284		36,564		21,720		-		-
OP Unit redemptions		80,645		80,645		-		-		-
Lease obligations		2,246		1,322		780		101		43
Tenant allowances		26,279		26,279		-		-
Purchase obligations		13,935		13,935		-		-		-
Total consolidated obligations and commitments	$	2,220,749	$	365,274	$	637,890	$	238,311	$	979,274

Pro-rata share of joint venture obligations:	Total		2007		2008-2009		2010-2011		Thereafter
Ground lease obligation	$	143,523	$	2,600	$	5,318	$	5,478	$	130,127
Long-term debt (includes interest payments)		70,864		4,253		66,611		-		-
Tenant allowances		1,297		1,297		-		-		-
Purchase obligations		5,779		5,779		-		-		-
Total commercial obligations	$	221,463	$	13,929	$	71,929	$	5,478	$	130,127

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Consolidated Obligations and Commitments

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, 2006, we had the following obligations relating to dividend distributions. In the fourth quarter of 2006, the Company declared distributions of $0.4808 per Common Share ($19.1 million) to be paid during the first quarter of 2007. 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 $10.0 million and $29.2 million, respectively.

Lease obligations include both our capital and operating lease obligations. Capital lease obligations are for security equipment and generators at 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, 2006 was $2.2 million.

At December 31, 2006, we had executed leases committing to $26.3 million in tenant allowances. The leases will generate gross rents of approximately $95.5 million over the original lease term. Purchase obligations relate primarily to construction contract commitments.

At December 31, 2006, there were approximately 3.0 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, 2006 is $80.6 million based upon a per unit value of $26.92 at December 31, 2006, (based upon a five-day average of the Common Stock price from December 21, 2006 to December 28, 2006).

Pro-rata share of joint venture obligations

In the second quarter of 2006, the Company announced the Scottsdale Venture, a joint venture between GPLP and Vanguard City Home, an affiliate of the Wolff Company. The parties will conduct the operations of the Scottsdale Venture through a limited liability company (“LLC Co.”) of which GPLP is the managing member. The LLC Co. will coordinate and manage the construction of the Scottsdale Crossing development, an approximately 650,000 square foot premium retail and office complex to be developed in Scottsdale, Arizona. GPLP has made an initial capital contribution of approximately $10.3 million to LLC Co. and holds a 50% interest in LLC Co. Upon completion of the Scottsdale Crossing development, the LLC Co. will own and operate (on land subject to a ground lease, the landlord of which is an affiliate of Wolff Company, under which the LLC Co. is the tenant) the Scottsdale Crossing development. Related to the Scottsdale Venture, the Company and LLC Co. have the following commitments:

o Letter of Credit: LLC Co. has provided a letter of credit in the amount of $20 million to serve as security for the construction at the Scottsdale Crossing development. LLC Co. shall maintain the letter of credit until substantial completion of the construction of the Scottsdale Crossing development occurs.

o Lease Payment: The LLC Co. shall make rent payments under a ground lease executed as part of the Scottsdale Venture. The initial base rent under the ground lease is $5.2 million per year during the first year of the lease term and shall be periodically increased 1.5% to 2% during the lease term until the fortieth year of the lease term and marked to market thereafter (“Base Rent”). Additionally, the LLC Co. has provided the landlord with a security deposit consisting of a portfolio of U.S. government securities valued at approximately $19 million (the “Deposit”) which will be used: i) to make base rent payments under the ground lease for the first forty-seven months of the ground lease’s initial term, ii) as security for LLC Co.’s performance under the ground lease, and iii) in the event of LLC Co,’s default, to pay base rent or additional rent under the ground lease for the first forty-seven months of the ground lease’s initial term as well as any other charges related to a LLC Co.’s default under the ground lease. After the first forty-seven months of the ground lease’s initial term, any remaining portion of the Deposit shall be returned to LLC Co. A portion of GPLP’s capital contribution will be used to fund its pro rata share of LLC Co.’s payments under the ground lease.

o Property Purchase: LLC Co. will purchase certain retail units consisting of approximately 82,000 square feet in a condominium to be built as a part of the Scottsdale Crossing development at a price of $181 per square foot.

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The long-term debt obligation is our pro-rata share of the scheduled payments of interest and principle related to our loans at Puente and Tulsa. The tenant allowances relate to both the ORC Venture and the Scottsdale Venture for tenants who have signed leases at our Puente, Scottsdale Crossing and Tulsa Properties. Our pro-rata share of purchase obligations primarily relate to construction commitments for our redevelopment work at Puente.

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 lot repairs and 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.

We invested approximately $28 million in redevelopment activity in 2006. These projects focused primarily on eight Malls. In addition, we invested $29 million in property capital expenditures for both operational needs and tenant improvements and $2 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 ORC 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 ORC Venture was the $170.1 million purchase of Puente. We have a 52% interest in the ORC Venture and ORC has a 48% interest, but GPLP will be entitled to certain preferred payments provided that ORC earns a specified rate of return. In connection with the acquisition, the ORC Venture assumed an $88.8 million non-recourse mortgage loan, with the remainder of the purchase price being funded by contributions to the ORC Venture from GPLP and ORC.

In addition to our acquisition of Puente through the ORC Venture, we also acquired Tulsa on January 17, 2006. Tulsa 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 Prior Credit Facility. On March 14, 2006, we transferred our 100% interest in Tulsa into the ORC Venture and continue to hold a 52% interest through the joint venture.

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.

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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

In 2006 we added a lifestyle retail component to The Dayton Mall in Dayton, Ohio further enhancing the strong market share already enjoyed by this Property. The Dayton Mall project includes a façade renovation and the addition of 116,000 square feet of new retail GLA in a new open-air center and additional outward-facing retail stores. This addition was over 50% occupied at December 31, 2006 and is anticipated to be more than 80% occupied upon the opening of several new retail stores committed for 2007.

The Polaris Fashion Place redevelopment project, located in Columbus, Ohio, centers around a replacement anchor store for the vacated Lord & Taylor anchor store (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”). During the fourth quarter of 2005, Von Maur opened its first Ohio store in the 140,000 square foot anchor space. In addition, a newly constructed approximately 9,450 square foot multi-tenant building and some new restaurants have opened. Retailers in this new addition to Polaris Fashion Place include: Mimi’s Café, Potbelly Sandwiches and Omaha Steaks. In 2007, we have plans to purchase the former Kauffman’s anchor store from Federated Department Stores, Inc. and redevelop the space with an outward facing “Main Street Retail” style component.

Redevelopment work is in process at Northtown Mall in Blaine, Minnesota. The expansion project included 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 store in order to replace it with a new Home Depot store. We expect the new Home Depot anchor store to open in the first quarter of 2007.

We have re-development plans for The Mall at Johnson City (“MJC”) in Johnson City, Tennessee. We plan to construct a new Dick’s Sporting Goods store that is anticipated to open in the second quarter of 2008. In addition, we plan to complete a store remodel and add approximately 35,000 square feet to the JCPenney anchor store at the Mall.

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.

Our Scottsdale Crossing development will be an approximately 650,000 square foot complex consisting of approximately 380,000 square feet of retail space with approximately 270,000 square feet of additional office space constructed above the retail units. The Scottsdale Venture intends to retain a third party company to lease the office portion of the complex. Our Scottsdale Crossing development will be adjacent to a hotel and residential complex that will be developed independently by an affiliate of The Wolff Company, an affiliate of which is our joint venture partner in this development. Once completed, we anticipate that the Scottsdale Crossing development will be a dynamic, outdoor urban environment featuring sophisticated architectural design, comfortable pedestrian plazas, a grand central park space, and a variety of upscale shopping, dining and entertainment options.

The Scottsdale Venture entered into a long-term ground lease for property on which a portion of the project will be constructed. We own a 50% interest in the Scottsdale Venture and will operate and lease the retail portion of the project under a separate management agreement. Opening of the approximately $200 million development is anticipated during 2009.

Our Surprise Venture will be developing a new retail site in Surprise, Arizona (northwest of Phoenix). This five-acre development will consist of approximately 27,000 square feet of new retail space. GPLP also has an option agreement for a 100-acre site contiguous to this five-acre development and is evaluating potential development of this site.

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Portfolio Data

The table below reflects Mall sales per square foot (“Sales PSF”) for those tenants reporting sales for the twelve-month period ended December 31, 2006. The percentage change is based on those tenants reporting sales (“Same Store”) for the twenty-four month period ended December 31, 2006.

	Wholly Owned Mall Properties			Total Mall Properties Including ORC Venture
	Average Sales PSF	Same Store % Change		Average Sales PSF	Same Store % Change
Anchors	$137	(4.1	)%	$136	(4.1	)%
Stores (1)	$348	0.7	%	$344	0.7	%
Total	$231	(0.7	)%	$231	(0.7	)%

(1) Sales PSF for Mall Stores exclude outparcel and licensing agreement sales.

As we continue to upgrade our tenant mix, we believe our regional mall portfolio will continue to deliver solid performance in the areas of sales productivity and rents. Average mall store sales for the 12 months ended December 31, 2006 were $348 per square foot, a 4.2% improvement from the $334 per square foot reported for the twelve months ended December 31, 2005. Comparable stores sales, which include only those stores open for the twelve months ended December 31, 2006 and the same period of 2005, increased 0.7%.

Portfolio occupancy statistics by property type are summarized below:

	Occupancy (1)
	12/31/06	9/30/06	6/30/06	3/31/06	12/31/05
Wholly-owned Malls:
Mall Anchors	93.9%	94.2%	95.3%	95.0%	95.2%
Mall Stores	91.7%	89.0%	87.9%	87.3%	89.5%
Total Consolidated Mall Portfolio	93.1%	92.3%	92.6%	92.3%	93.2%
Mall Portfolio including ORC Venture:
Mall Anchors	94.3%	94.6%	95.7%	95.5%	95.5%
Mall Stores	91.5%	88.6%	87.3%	86.5%	89.2%
Total Mall Portfolio	93.3%	92.4%	92.7%	92.3%	93.2%
Wholly-owned Community Centers:
Community Center Anchors	81.1%	70.6%	68.7%	73.6%	75.0%
Community Center Stores	85.2%	85.2%	80.6%	79.7%	78.6%
Total Community Center Portfolio	82.2%	74.2%	71.3%	75.1%	75.8%
Comparable Property Type (2)		12/31/2006		12/31/05
Comparable Mall Stores		91.8%		89.2%
Comparable Mall Portfolio		93.2%		93.2%
Comparable Community Center Stores		85.2%		87.4%
Comparable Community Center Portfolio		82.2%		77.1%

(1) 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.

(2) Comparable occupancy rates (total portfolio including ORC Venture) exclude the properties sold after 12/31/2005 from the 12/31/2005 occupancy calculation and those acquired after 12/31/2005 from the 12/31/2006 calculation.

Mall store occupancy (for our wholly-owned Malls) increased to 91.7% at December 31, 2006 from 89.5% at December 31, 2005. Mall store occupancy improvements were driven primarily by our held-for-investment Malls. If you exclude our five held-for-sale assets, store occupancy was 94.4% at December 31, 2006 compared to 91.0% at December 31, 2005. Anchor store occupancy (for our wholly-owned Malls) decreased to 93.9% at December 31, 2006 from 95.2% at December 31, 2005. Part of the anchor store occupancy decline resulted from a Wal-Mart lease termination at Ashland Town Center in Ashland, Kentucky related to our strategic re-development of that Property. We also re-classified in-line store GLA to anchor store GLA at MJC and University Mall in Tampa, Florida in anticipation of two new anchor store openings in 2007. Further contributing to the decline was the closing of the Marshall’s anchor store at Great Mall. These occupancy declines were partially offset by a new Border’s Bookstore opening at The Dayton Mall in Dayton, Ohio.

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Information Technology

We implemented the budgeting and forecasting components of our commercial management system in 2006. We also implemented the first phase of a new business intelligence platform in December 2006. These key technology initiatives will establish the platform for enhanced internal management reporting in 2007.

Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 157, “Fair Value Measurements.” While this standard does not establish any new requirements for reporting assets or liabilities at fair value, it does clarify the definition of “fair value” when used in FASB pronouncements. This standard is effective no later than for fiscal years beginning after November 15, 2007. The Company does not anticipate a material impact to the Company’s financial position and results of operations.

In June 2006, the FASB issued Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes; an interpretation of FASB Statement No. 109.” FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS No. 109, “Accounting for Income Taxes.” It requires a recognition threshold and measurement attribute for financial statement disclosure of tax positions taken, or expected to be taken, in an income tax return. This Interpretation also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company will be required to adopt this interpretation in the first quarter of fiscal year 2007. While the Company is currently evaluating the provisions of FIN 48, the adoption is not expected to have a material impact on its financial position and 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, 2006, approximately 85.6% of our debt, after giving effect to interest rate protection agreements, bore interest at fixed rates with weighted-average maturity of 5.7 years and a weighted-average interest rate of approximately 6.3%. 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%. The remainder of our debt at December 31, 2006 and December 31, 2005, bears interest at variable rates with weighted-average interest rates of approximately 6.56% and 5.96%, respectively.

At December 31, 2006 and December 31, 2005, the fair value of our debt (excluding our Amended Credit Facility) was $1,282.0 million and $1,358.7 million, respectively, compared to its carrying amounts of $1,304.9 million and $1,351.5 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, 2006 and 2005, a 100 basis points increase in the market rates of interest would decrease future earnings and cash flows by $2.3 million and $2.5 million, respectively, for the year. Also, the fair value of debt would decrease by approximately $54.3 million and $36.7 million at December 31, 2006 and December 31, 2005, respectively. A 100 basis points decrease in the market rates of interest would increase future earnings and cash flows by $2.3 million and $2.5 million for the years ended December 31, 2006 and 2005, respectively, and increase the fair value of our debt by approximately $57.8 million and $39.1 million at December 31, 2006 and December 31, 2005, respectively. We have entered into certain swap agreements which impact this analysis at certain LIBOR rate levels (see Note 9 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

None

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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, 2006, 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, 2006, 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, 2006, 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, 2006, 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, 2006, 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, 2006 and December 31, 2005 and the related consolidated statements of operations and comprehensive income, shareholders’ equity, and cash flows for each of the three years ending December 31, 2006of Glimcher Realty Trust and our report dated February 20, 2007expressed an unqualified opinionon those consolidated financial statements.

Chicago, Illinois /s/ BDO Seidman, LLP

February 20, 2007

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.

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Item 9B. Other Information

None

PART III

Item 10. Trustees, Executive Officers and Corporate Governance

Information regarding trustees, board committee members, corporate governance and the 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 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 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, 2006 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	2,132,132	$21.52	477,503
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 end of the year covered by this Form 10-K with respect to the Annual Meeting.

Item 13. Certain Relationships and Related Transactions, and Trustee Independence

Information regarding certain relationships, related transactions and trustee independence 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 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 end of the year covered by this Form 10-K with respect to the Annual Meeting.

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Item 15. Exhibits and Financial Statements

(1)  Financial Statements

	Page Number
-   Report of Independent Registered Public Accounting Firm	51
-   Glimcher Realty Trust Consolidated Balance Sheets as of December 31, 2006 and 2005	52
-   Glimcher Realty Trust Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2006, 2005 and 2004	53
-   Glimcher Realty Trust Consolidated Statements of Shareholders' Equity for the years ended December 31, 2006, 2005 and 2004	54
-   Glimcher Realty Trust Consolidated Statements of Cash Flows for the years ended December 31, 2006, 2005 and 2004	55
-   Notes to Consolidated Financial Statements	56

(2) Financial Statement Schedules

-   Schedule III - Real Estate and Accumulated Depreciation	80
-   Notes to Schedule III	84

(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)
4.2	Specimen Certificate for evidencing 8.75% Series F Cumulative Redeemable Preferred Shares of Beneficial Interest. (15)
4.3	Specimen Certificate for 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, 2006.
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)

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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	First Amendment to the Severance Benefits Agreement, dated September 8, 2006 by and between Glimcher Realty Trust, Glimcher Properties Limited Partnership, and Mark E. Yale. (7)
10.17	Offer Letter of Employment to Marshall A. Loeb, dated April 26, 2005. (23)
10.18	Offer Letter of Employment to George “Buck” Sappenfield, III, dated May 9, 2005. (24)
10.19	Offer Letter of Employment to Robert Beffa, dated June 29, 2005. (5)
10.20	Defeasance Pledge And Security Agreement, Dated As Of December 22, 2006 by and among Glimcher University Mall Limited Partnership, Lasalle National Bank Association (f/k/a Lasalle National Bank), as Trustee for Nomura Asset Securities Corporation, Commercial Mortgage Pass-Through Certificates, Series 1998-D6, and Wells Fargo Bank, N.A.
10.21	Defeasance, Assignment, Assumption and Release Agreement, dated as of December 22, 2006, by and among Glimcher University Mall Limited Partnership, SB NASC 1998-D6 Holdings, LLC, Lasalle National Bank Association (f/k/a Lasalle National Bank), as Trustee For Nomura Asset Securities Corporation, Commercial Mortgage Pass-Through Certificates, Series 1998-D6, Capmark Finance Inc., and Wells Fargo Bank, N.A.
10.22	Promissory Note, dated as of July 31, 2005, issued by Glimcher Properties, L.P. and Montgomery Mall Associates, L.P. in the principal amount of $44,000,000 (relates to Montgomery Mall). (26)
10.23	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)
10.24	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)
10.25	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. (30)
10.26	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)
10.27	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)
10.28	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)
10.29	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)
10.30	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)
10.31	Loan Agreement, dated as of May 25, 2006, by and between WTM Glimcher, LLC and Morgan Stanley Credit Corporation (relates to Weberstown Mall). (19)
10.32	Promissory Note A1, dated May 25, 2006, issued by WTM Glimcher, LLC in the principal amount of thirty million dollars ($30,000,000) (relates to Weberstown Mall) (19).
10.33	Promissory Note A2, dated May 25, 2006, issued by WTM Glimcher, LLC in the principal amount of thirty million dollars ($30,000,000) (relates to Weberstown Mall). (19)
10.34	Deed of Trust and Security Agreement, dated May 25, 2006, by and between WTM Glimcher, LLC, Chicago Title Insurance Company, and Morgan Stanley Credit Corporation (relates to Weberstown Mall). (19)
10.35	Assignment of Leases and Rents, dated as of May 25, 2006, by and between WTM Glimcher, LLC and Morgan Stanley Credit Corporation (relates to Weberstown Mall). (19)
10.36	Guaranty of Recourse Obligations, dated as of May 25, 2006, by Glimcher Properties Limited Partnership in favor of Morgan Stanley Credit Corporation (relates to Weberstown Mall). (19)

44

10.37	Open-end Mortgage and Security Agreement by Mount Vernon Venture, LLC to Lehman Brothers Bank, FSB dated as of January 16, 2001. (6)
10.38	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)
10.39	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)
10.40	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)
10.41	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)
10.42	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)
10.43	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). (30)
10.44	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). (30)
10.45	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). (30)
10.46	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). (30)
10.47	Allonge to Promissory Note (relates to loan assumption for Puente Hills Mall acquisition). (30)
10.48	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). (30)
10.49	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)
10.50	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)
10.51	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)
10.52	Guaranty of Recourse Obligations by Glimcher Properties Limited Partnership to Morgan Stanley Mortgage Capital, Inc. dated as of August 27, 2003, relating to WestShore Plaza Mall. (9)
10.53	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)
10.54	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)
10.55	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)
10.56	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)
10.57	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)
10.58	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)
10.59	Form of Note. (27)
10.60	Amended and Restated Credit Agreement, dated December 14, 2006, by and among Glimcher Properties Limited Partnership, KeyBank National Association, KeyBanc Capital Markets, and several other financial institutions (Replaces Exhibit 10.57).

45

10.61	Guaranty, dated December 14, 2006, 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 (Replaces Exhibit 10.58).
10.62	Form of Note. (included in Exhibit 10.60)
10.63	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)
10.64	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)
10.65	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)
10.66	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)
10.67	Open End Mortgage, Assignment of Rents and Security Agreement, dated November 20, 2006, by EM Columbus II, LLC to Lehman Brothers Bank, FSB (relating to Eastland Ohio).
10.68	Assignment of Leases and Rents, dated as of November 20, 2006, between EM Columbus II, LLC to Lehman Brothers Bank, FSB (relating to Eastland Ohio).
10.69	Loan Agreement, dated November 20, 2006, by and between EM Columbus II, LLC, and Lehman Brothers Bank, FSB (relating to Eastland Ohio).
10.70	Guaranty, dated November 20, 2006 by and between Glimcher Properties Limited Partnership to and for the benefit of Lehman Brothers Bank, FSB (relating to Eastland Ohio).
10.71	Promissory Note, dated November 20, 2006 by EM Columbus II, LLC in favor of Lehman Brothers Bank, FSB in the principal amount of 43,000,000 (relating to Eastland Ohio).
10.72	Promissory Note, dated as of July 15, 2005, issued by EM Columbus, LLC in the amount of Six Million Dollars ($6,000,000). (26).
10.73	Unconditional Guaranty of Payment and Performance, dated July 15, 2005, by Glimcher Properties, L.P. to The Huntington National Bank. (26)
10.74	Open-End Mortgage Modification of Mortgage and Note, dated July 15, 2005, by and between EM Columbus, LLC and The Huntington National Bank. (26)
10.75	Unconditional Guaranty of Payment and Performance, dated July 15, 2005, by Glimcher Properties Limited Partnership to The Huntington National Bank. (26)
10.76	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)
10.77	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)
10.78	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)
10.79	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)
10.80	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)
10.81	Loan Agreement, dated as of April 1, 2003, between PFP Columbus, LLC, as borrower, and UBS Warburg Real Estate Investments Inc., as lender. (13)
10.82	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)
10.83	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)
10.84	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)
10.85	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)

46

10.86	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)
10.87	Loan Agreement, dated as of March 14, 2006, by and between Tulsa Promenade, LLC and Charter One Bank, N.A. (relating to Tulsa Promenade). (29)
10.88	Promissory Note, dated March 14, 2006, issued by Tulsa Promenade, LLC to the order of Charter One Bank, N.A. in the principal amount of $50,000,000 (relating to Tulsa Promenade). (29)
10.89	Mortgage with Power of Sale, Security Agreement and Financing Statement, made as of March 14, 2006, by Tulsa Promenade, LLC in favor of Charter One Bank, N.A. (relating to Tulsa Promenade). (29)
10.90	Term 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. (30)
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. (30)
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. (30)
10.93	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. (30)
10.94	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. (30)
10.95	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. (30)
10.96	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. (30)
10.97	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. (30)
10.98	Agreement of Purchase and Sale, between Coyote Tulsa Mall, L.L.C. and Glimcher Properties Limited Partnership (relating to acquisition of Tulsa Promenade). (30)
10.99	Employment & Consulting Agreement, dated January 20, 2005, between Herbert Glimcher, Glimcher Realty Trust and Glimcher Properties Limited Partnership. (14)
10.100	Limited Liability Company Agreement of Kierland Crossing, LLC, dated as of May 12, 2006 (relating to joint venture between Glimcher Properties Limited Partnership and Vanguard City Home in Scottsdale, AZ). (19).
10.101	Purchase Agreement and Escrow Instructions, dated May 12, 2006 by and between Kierland Crossing, LLC and Kierland Crossing Residential, LLC (relating to joint venture between Glimcher Properties Limited Partnership and Vanguard City Home in Scottsdale, AZ). (19)
10.102	Ground Lease, dated as of May 12, 2006, by and between Sucia Scottsdale, LLC and Kierland Crossing, LLC (relating to joint venture between Glimcher Properties Limited Partnership and Vanguard City Home in Scottsdale, AZ). (19)
10.103	First Amended and Restated Ground Lease, dated as of December 6, 2006, by and between Sucia Scottsdale, LLC and Kierland Crossing, LLC (relating to joint venture between Glimcher Properties Limited Partnership and Vanguard City Home in Scottsdale, AZ).
10.104	Form Restricted Stock Award Agreement for Glimcher Realty Trust’s 2004 Incentive Compensation Plan (Extended Vesting). (31)
10.105	Form Option Award Agreement for the Glimcher Realty Trust 2004 Incentive Compensation Plan (Non-Qualified Stock Options). (28)
10.106	Form Option Award Agreement for the Glimcher Realty Trust 2004 Incentive Compensation Plan (Incentive Stock Options). (28)
10.107	Form Restricted Stock Award Agreement for Glimcher Realty Trust’s 2004 Incentive Compensation Plan. (23)
10.108	Form Option Award Agreement for the Glimcher Realty Trust 2004 Incentive Compensation Plan (Non-Qualified Stock Options/Grant Date Valuation).
10.109	Form Option Award Agreement for the Glimcher Realty Trust 2004 Incentive Compensation Plan (Incentive Stock Options/Grant Date Valuation).

47

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 September 8, 2006.

(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.

(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, 2006, filed with the Securities and Exchange Commission on July 28, 2006.

(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 Quarterly 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.

48

(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.

(29) Incorporated by reference to Glimcher Realty Trust’s Quarterly Report on Form 10-Q for the period ended March 31, 2006, filed with the Securities and Exchange Commission on April 28, 2006.

(30) Incorporated by reference to Glimcher Realty Trust’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005, filed with the Securities and Exchange Commission on February 24, 2006.

(31) Incorporated by reference to Glimcher Realty Trust’s Form 8-K, filed with the Securities and Exchange Commission on May 9, 2006.

49

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
By:	/s/ Mark E. Yale
	Mark E. Yale Executive Vice President, Chief Financial Officer and Treasurer (Principal Accounting and Financial Officer) February 21, 2007

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 21, 2007
Michael P. Glimcher	and Trustee
	(Principal Executive Officer)
/s/ Mark E. Yale	Executive Vice President,	February 21, 2007
Mark E. Yale	Chief Financial Officer and Treasurer
	(Principal Accounting and Financial Officer)
/s/ Herbert Glimcher	Chairman of the Board	February 21, 2007
Herbert Glimcher	and Trustee
/s/ David M. Aronowitz	Member, Board of Trustees	February 21, 2007
David M. Aronowitz
/s/ Philip G. Barach	Member, Board of Trustees	February 21, 2007
Philip G. Barach
/s/ Wayne S. Doran	Member, Board of Trustees	February 21, 2007
Wayne S. Doran
/s/ Howard Gross	Member, Board of Trustees	February 21, 2007
Howard Gross
/s/ Niles C. Overly	Member, Board of Trustees	February 21, 2007
Niles C. Overly
/s/ Alan R. Weiler	Member, Board of Trustees	February 21, 2007
Alan R. Weiler
/s/ William S. Williams	Member, Board of Trustees	February 21, 2007
William S. Williams

50

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, 2006 and 2005 and the related consolidated statements of operations and comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2006. 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, 2006 and 2005, and the results of its operations and cash flows for each of the three years in the period ended December 31, 2006, in conformity with accounting principles generally accepted in the United States of America.

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, 2006, 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 20, 2007 expressed an unqualified opinion thereon.

/s/ BDO Seidman, LLP

Chicago, Illinois

February 20, 2007

51

GLIMCHER REALTY TRUST

CONSOLIDATED BALANCE SHEETS

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

ASSETS

	December 31,
	2006		2005
Investment in real estate:
Land	$	247,149	$	291,998
Buildings, improvements and equipment		1,679,935		1,869,381
Developments in progress		49,803		50,235
		1,976,887		2,211,614
Less accumulated depreciation		483,115		470,397
Property and equipment, net		1,493,772		1,741,217
Deferred costs, net		17,316		18,863
Real estate assets held-for-sale		192,301		72,731
Investment in and advances to unconsolidated real estate entities		70,416		44,248
Investment in real estate, net		1,773,805		1,877,059
Cash and cash equivalents		11,751		7,821
Non-real estate assets associated with discontinued operations		12,662		4,162
Restricted cash		12,132		15,410
Tenant accounts receivable, net		40,233		49,877
Deferred expenses, net		8,134		8,665
Prepaid and other assets		30,103		32,318
Total assets	$	1,888,820	$	1,995,312

LIABILITIES AND SHAREHOLDERS’ EQUITY

Mortgage notes payable	$	1,203,100	$	1,299,193
Mortgage notes payable associated with properties held-for-sale		101,786		52,288

Notes payable	272,000	150,000
Other liabilities associated with discontinued operations	3,926	1,374

Accounts payable and accrued expenses	57,520			66,264
Distributions payable	23,481			23,410
Total liabilities	1,661,813			1,592,529
Minority interest in operating partnership		1,772			15,729
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, 36,776,365 and 36,506,448 shares issued and outstanding as of December 31, 2006 and December 31, 2005, respectively		368			365
Additional paid-in capital		547,036			543,639
Distributions in excess of accumulated earnings		(532,141	)		(366,924	)
Accumulated other comprehensive loss		(28	)		(26	)
Total shareholder’s equity		225,235			387,054
Total liabilities and shareholder’s equity	$	1,888,820		$	1,995,312

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

52

GLIMCHER REALTY TRUST

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(dollars in thousands, except per share amounts)

	For the Years Ended December 31,
	2006			2005			2004
Revenues:
Minimum rents	$	189,729		$	186,429		$	177,395
Percentage rents		5,848			5,556			5,349
Tenant reimbursements		87,025			85,189			82,200
Other		26,662			22,852			23,895
Total revenues		309,264			300,026			288,839
Expenses:
Property operating expenses		63,364			61,252			61,898
Real estate taxes		33,835			34,123			31,841
		97,199			95,375			93,739
Provision for doubtful accounts		3,733			3,808			4,315
Other operating expenses		9,624			8,968			7,881
Depreciation and amortization		72,965			67,466			64,994
General and administrative		15,313			18,415			14,347
Impairment losses - real estate asset		46,688			-			-
Total expenses		245,522			194,032			185,276
Operating income		63,742			105,994			103,563
Interest income		465			269			187
Interest expense		84,985			74,396			78,359
Equity in income of unconsolidated entities, net		1,443			51			3
(Loss) income before minority interest in operating partnership and discontinued operations		(19,335	)		31,918			25,394
Minority interest in operating partnership		(7,733	)		252			2,906
(Loss) income from continuing operations		(11,602	)		31,666			22,488
Discontinued operations:
Impairment losses - real estate assets		(65,230	)		(16,393	)		-
Gain on sales of properties, net		1,717			1,619			19,646
(Loss) income from operations		(2,050	)		3,958			9,621
Net (loss) income		(77,165	)		20,850			51,755
Less: Preferred stock dividends		17,437			17,437			17,517
Less: Issuance costs related to preferred stock redemption		-			-			4,878
Net (loss) income available to common shareholders	$	(94,602	)	$	3,413		$	29,360
Earnings (loss) Per Common Share (“EPS”):
Basic:
Continuing operations	$	(0.93	)	$	0.37		$	0.08
Discontinued operations	$	(1.65	)	$	(0.27	)	$	0.75
Net (loss) income	$	(2.58	)	$	0.09		$	0.83
Diluted:
Continuing operations	$	(0.93	)	$	0.36		$	0.08
Discontinued operations	$	(1.65	)	$	(0.27	)	$	0.74
Net (loss) income	$	(2.58	)	$	0.09		$	0.82
Weighted average common shares outstanding		36,611			36,036			35,456
Weighted average common shares and common share equivalent outstanding		39,646			39,856			39,496
Cash distributions declared per common share of beneficial interest	$	1.9232		$	1.9232		$	1.9232
Net (loss) income	$	(77,165	)	$	20,850		$	51,755
Other comprehensive (loss) income on derivative instruments, net		(2	)		9			1,192
Comprehensive (loss) income	$	(77,167	)	$	20,859		$	52,947

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

53

GLIMCHER REALTY TRUST

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

For the Years Ended December 31, 2006, 2005 and 2004

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

	Series B Convertible Preferred			Series F Cumulative Preferred		Series G Cumulative Preferred		Common Shares of Beneficial Interest				Additonal Paid-in			Distri-butions In Excess of Accumu-lated			Accumu-lated Other Compre-hensive Income/
	Shares			Shares		Shares		Shares		Amount		Capital			Earnings			(Loss)			Total
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 referred shares of beneficial interest		(127,950	)										4,878			(4,878	)					(127,950	)
Preferred stock dividends																(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									56,666		1		(1	)								-
Amortization of stock incentive program													314									314
Preferred stock dividends																(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		36,506,448		365		543,639			(366,924	)		(26	)		387,054
Distributions declared, $1.9232 per share																(70,615	)					(70,615	)
Distribution Reinvestment and Share Purchase Plan									17,855				457									457
Exercise of stock options									87,298		1		1,629									1,630
OP unit conversion									119,766		2		3,104									3,106
Restricted stock grant, net of cancellations									44,998													-
Amortization of stock incentive program													560									560
Preferred stock dividends																(17,437	)					(17,437	)
Net loss																(77,165	)					(77,165	)
Other comprehensive loss on derivative instruments																			(2	)		(2	)
Stock offering expense													348									348
Transfer to minority interest in partnership													(2,701	)								(2,701	)
Balance, December 31, 2006	$	-		$	60,000	$	150,000		36,776,365	$	368	$	547,036		$	(532,141	)	$	(28	)	$	225,235

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

54

GLIMCHER REALTY TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)

	For the Years Ended December 31,
	2006			2005			2004
Cash flows from operating activities:
Net (loss) income	$	(77,165	)	$	20,850		$	51,755
Adjustments to reconcile net (loss) income to net cash provided
by operating activities:
Provision for doubtful accounts		6,696			5,097			6,241
Depreciation and amortization		75,481			77,815			79,185
Loan fee amortization		2,819			2,662			4,383
Equity in income of unconsolidated entities		(1,443	)		(51	)		(3	)
Capitalized development costs charged to expense		367			257			125
Minority interest in operating partnership		(7,733	)		252			2,906
Return of minority interest share of earnings		-			(252	)		(2,906	)
Gain on sales of properties from discontinued operations		(1,717	)		(1,619	)		(19,646	)
Impairment losses - real estate assets		111,918			16,393			-
Gain on sales of outparcels		(3,895	)		(517	)		(813	)
Stock compensation expense		908			664			237
Net changes in operating assets and liabilities:
Tenant accounts receivable, net		(1,383	)		(5,722	)		(2,498	)
Prepaid and other assets		1,144			(7,182	)		(4,423	)
Accounts payable and accrued expenses		(9,767	)		(302	)		(12,238	)
Net cash provided by operating activities		96,230			108,345			102,305
Cash flows from investing activities:
Additions to investment in real estate		(77,128	)		(95,880	)		(72,726	)
Acquisitions of properties		(55,715	)		-			-
Contribution from joint venture partner		11,257			-			-
Investment in unconsolidated entities		(13,266	)		(44,248	)		-
Proceeds from sales of properties		24,690			23,624			106,834
Proceeds from sales of outparcels		6,770			2,975			2,713
Withdrawals from restricted cash		266			101			5,326
Additions to deferred expenses and other		(5,785	)		(6,775	)		(4,014	)
Net cash (used in) provided by investing activities		(108,911	)		(120,203	)		38,133
Cash flows from financing activities:
Proceeds from (payments to) revolving line of credit, net		122,000			76,000			(6,800	)
Additions to deferred financing costs		(2,511	)		(2,259	)		(1,896	)
Proceeds from issuance of mortgages and other notes payable		168,331			111,669			231,500
Principal payments on mortgages and other notes payable		(179,497	)		(88,364	)		(303,400	)
Loss on early extinguishment of debt		-			-			557
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		2,087			7,095			9,327
Cash distributions		(93,799	)		(92,908	)		(89,172	)
Net cash provided by (used in) financing activities		16,611			11,233			(143,032	)
Net change in cash and cash equivalents		3,930			(625	)		(2,594	)
Cash and cash equivalents, at beginning of period		7,821			8,446			11,040
Cash and cash equivalents, at end of period	$	11,751		$	7,821		$	8,446

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

55

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 (“Community Centers”). At December 31, 2006, the Company owned and operated a total of 30 Properties consisting of 26 Malls (24 wholly-owned and 2 partially owned through a joint venture) and 4 Community Centers. The “Company” refers to Glimcher Realty Trust and Glimcher Properties Limited Partnership, a Delaware limited partnership, as well as entities in which the Company has an interest, collectively.

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, 2006, GRT was a limited partner in GPLP with a 91.9% ownership interest and GRT’s wholly owned subsidiary, Glimcher Properties Corporation (“GPC”), was GPLP’s sole general partner, with a 0.5% interest in GPLP. 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 as reported to the Company, are recognized once the sales reported by such tenants exceed any applicable breakpoints as specified in the tenants’ leases. The percentage rents are recognized based upon the measurement dates specified in the leases that indicate when the percentage rent is due. 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, licensing agreement 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 the retail sector in which the tenant operates. The allowance for doubtful accounts is reviewed periodically based upon the Company’s historical experience.

56

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 initial term of each lease. 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. Cash allowances paid in return for operating covenants from retailers who own their real estate are capitalized as contract intangibles. These intangibles are amortized over the period the retailer is required to operate its store.

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.

The Company recognized a $46,688 non-cash impairment charge on The Great Mall of the Great Plains Property during the fourth quarter of 2006. Even though The Company has no current intentions to sell the Property, the Company is working on multiple redevelopment opportunities that may involve a substantial reconfiguration of the Property. These plans result in more than temporary declines in future cash flow shortfalls when compared to the carrying value of approximately $89.4 million. The Company estimated the fair value of the asset by utilizing the average of several different valuation methods.

57

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

(dollars in thousands, except share and unit amounts)

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.

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 particular property 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, the value of tenant relationships, and the value of in-place leases based in each case on their fair values. Purchase accounting is 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 that is reasonably assured.

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.

58

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

(dollars in thousands, except share and unit amounts)

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.

Stock-Based Compensation

Effective January 1, 2006, the Company adopted the fair value recognition provisions of SFAS No. 123(R), which expands and clarifies SFAS No. 123 “Accounting for Stock-Based Compensation”. In January 2003, the Company adopted the fair value recognition provisions of SFAS No. 123 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. SFAS No. 123(R) 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 expensed over the requisite service period (usually the vesting period) beginning the first quarter of 2006 for awards issued after June 15, 2005. Stock compensation expense exclusive of restricted stock was $348, $350 and $237 for the years ended December 31, 2006, 2005 and 2004 respectively. 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 (R) prior to January 1, 2003, the Company’s net income available to common shareholders would have decreased $0, $4 and $39 for the years ended December 31, 2006, 2005 and 2004, respectively. Earnings per share diluted would have remained unchanged as a result of this stock compensation expense for 2006, 2005 and 2004.

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, 2006 and 2005, 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, 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 as interest expense over the terms of the respective agreements. Deferred expenses in the accompanying consolidated balance sheets are shown net of accumulated amortization.

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.

59

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

(dollars in thousands, except share and unit amounts)

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.

Interest Costs

The components of the Company’s interest costs related to its continuing operations are shown in the table below. Interest expense and loan fees are recorded consistent with the terms of the Company’s financing arrangements. Capitalized interest is recorded as a reduction to interest expense based upon the Company’s weighted average borrowing rate.

	Year Ended December 31,
	2006		2005		2004
Interest expense	$	82,946	$	72,296	$	74,326
Amortization of loan fees		2,039		2,100		4,033
Total interest expense		84,985		74,396		78,359
Interest capitalized		2,844		2,270		597
Total interest costs	$	87,829	$	76,666	$	78,956

Investment in Unconsolidated Real Estate Entities

The Company evaluates all joint venture arrangements for consolidation. The percentage interest in the joint venture, evaluation of control and whether a variable interest entity (“VIE”) exists are all considered in determining if the arrangement qualifies for consolidation.

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.

60

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

(dollars in thousands, except share and unit amounts)

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 $303, $487, and $422 for the years ended December 31, 2006, 2005 and 2004, 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.

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”, “Shares” or “Share”) or OP Units changes the percentage ownership of both the Unit Holders and the Company. Since an OP 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 year ended 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, Ohio (“Polaris”).

Non-cash transactions resulting from other accounts payable and accrued expenses for ongoing operations such as real estate improvements and other assets were $13,645 and $13,815 as of December 31, 2006 and 2005, respectively.

Share distributions of $17,682 and $17,552 and Operating Partnership distributions of $1,440 and $1,498 had been declared but not paid as of December 31, 2006 and December 31, 2005, 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, 2006 and 2005. 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, 2006 and December 31, 2005.

61

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

(dollars in thousands, except share and unit amounts)

Amounts paid for interest, exclusive of capitalized interest were $97,924, $88,937 and $89,864 in 2006, 2005 and 2004, 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.

New Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 157, “Fair Value Measurements.” While this standard does not establish any new requirements for reporting assets or liabilities at fair value, it does clarify the definition of “fair value” when used in FASB pronouncements. This standard is effective no later than for fiscal years beginning after November 15, 2007. The Company does not anticipate a material impact to the Company’s financial position and results of operations.

In June 2006, the FASB issued Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes; an interpretation of FASB Statement No. 109.” FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS No. 109, “Accounting for Income Taxes.” It requires a recognition threshold and measurement attribute for financial statement disclosure of tax positions taken, or expected to be taken, in an income tax return. This Interpretation also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company will be required to adopt this interpretation in the first quarter of fiscal year 2007. While the Company is currently evaluating the provisions of FIN 48, the adoption is not expected to have a material impact on its financial position and 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 2006 presentation.

62

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

(dollars in thousands, except share and unit amounts)

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. At December 31, 2005, eight of the Company’s Properties were classified as held-for-sale. During 2006, the Company sold seven of these Properties and committed to a plan to sell four additional Properties, resulting in five assets held-for-sale at December 31, 2006. 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 in the Statement of Operations and the net book value of the assets are reflected as held-for-sale on the balance sheet. The table below provides information on our held-for-sale assets. 

	For the Years Ended December 31,
	2006		2005
Number of Properties sold		7		6
Number of Properties held-for-sale		5		8
Real estate assets held-for-sale	$	192,301	$	72,731
Mortgage notes payable associated with properties held-for-sale	$	101,786	$	52,288

4. Tenant Accounts Receivable

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

Accounts Receivable - Assets Held-For-Investment	December 31, 2006			December 31, 2005
Billed Receivables	$	14,333		$	20,736
Straight-line Receivables		22,132			25,496
Unbilled Receivables		9,553			11,881
Less: Allowance for Doubtful Accounts		(5,785	)		(8,236	)
Net Accounts Receivable	$	40,233		$	49,877

Accounts Receivable - Assets Held-For-Sale	December 31, 2006			December 31, 2005
Billed Receivables	$	6,429		$	2,125
Straight-line Receivables		2,279			694
Unbilled Receivables		1,142			526
Less: Allowance for Doubtful Accounts		(2,613	)		(439	)
Net Accounts Receivable	$	7,237		$	2,906

63

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

(dollars in thousands, except share and unit amounts)

5. Mortgage Notes Payable as of December 31, 2006 and December 31, 2005 consist of the following:

	Carrying amount of Mortgage Notes Payable				Interest Rate				Interest		Payment		Payment		Maturity
Description/Borrower	2006		2005		2006		2005		Terms		Terms		at Maturity		Date
Fixed Rate:
SAN Mall, LP (p)	$	33,020	$	33,523		8.35%		8.35%		(o)		(a)	$	32,615		(f)
Colonial Park Mall, LP		32,451		32,975		7.73%		7.73%		(o)		(a)	$	32,033		(f)
Mount Vernon Venture, LLC		8,753		8,865		7.41%		7.41%				(a)	$	8,624		Feb. 11, 2008
Charlotte Eastland Mall, LLC (p)		43,766		44,559		7.84%		7.84%		(o)		(a)	$	42,302		(g)
Morgantown Mall Associates, LP		52,474		53,381		6.89%		6.89%		(o)		(a)	$	50,823		(g)
GM Olathe, LLC		30,000		(q)		6.35%		(q)		(l)		(b)	$	30,000		Jan. 12, 2009
Grand Central, LP		47,815		48,572		7.18%		7.18%				(a)	$	46,065		Feb. 1, 2009
Johnson City Venture, LLC		38,787		39,214		8.37%		8.37%				(a)	$	37,026		June 1, 2010
Polaris Center, LLC		40,482		40,953		8.20%		8.20%		(o)		(a)	$	38,543		(h)
Glimcher Ashland Venture, LLC		24,809		25,307		7.25%		7.25%				(a)	$	21,817		Nov. 1, 2011
Dayton Mall Venture, LLC		55,886		56,717		8.27%		8.27%		(o)		(a)	$	49,864		(i)
Glimcher WestShore, LLC		95,255		96,804		5.09%		5.09%				(a)	$	84,824		Sept. 9, 2012
PFP Columbus, LLC		142,129		144,439		5.24%		5.24%				(a)	$	124,572		April 11, 2013
LC Portland, LLC		133,256		135,326		5.42%		5.42%		(o)		(a)	$	116,922		(j)
JG Elizabeth, LLC		158,791		161,371		4.83%		4.83%				(a)	$	135,194		June 8, 2014
MFC Beavercreek, LLC		109,232		110,871		5.45%		5.45%				(a)	$	92,762		Nov. 1, 2014
Glimcher SuperMall Venture, LLC		59,515		60,341		7.54%		7.54%		(o)		(a)	$	49,969		(k)
RVM Glimcher, LLC		50,000		50,000		5.65%		5.65%				(c)	$	44,931		Jan. 11, 2016
WTM Glimcher, LLC		60,000		(q)		5.90%		(q)				(b)	$	60,000		June 8, 2016
EM Columbus II, LLC		43,000		(q)		5.87%		(q)				(d)	$	38,057		Dec. 11, 2016
Tax Exempt Bonds		19,000		19,000		6.00%		6.00%				(e)	$	19,000		Nov. 1, 2028
		1,278,421		1,162,218
Variable Rate/Bridge:
Montgomery Mall Associates, LP (p)		25,000		25,000		7.03%		6.16%		(m)		(b) (r)	$	25,000		Jan. 31, 2007
		25,000		25,000
Other:
Fair Value Adjustment - Polaris Center, LLC		1,465		1,894
Extinguished Debt		-		162,369				(n)
Total Mortgage Notes Payable:	$	1,304,886	$	1,351,481

(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 monthly payments of interest only until December 2008, thereafter principal and interest are required.
(e)	The loan requires semi-annual payments of interest.
(f)	The loan matures in October 2027, with an optional prepayment (without penalty) date on October 11, 2007.
(g)	The loan matures in September 2028, with an optional prepayment (without penalty) date on September 11, 2008.
(h)	The loan matures in June 2030, with an optional prepayment (without penalty) date on June 1, 2010.
(i)	The loan matures in July 2027, with an optional prepayment (without penalty) date on July 11, 2012.
(j)	The loan matures in June 2033, with an optional prepayment (without penalty) date on June 11, 2013.
(k)	The loan matures in September 2029, with an optional prepayment (without penalty) date on February 11, 2015.
(l)	Interest rate of LIBOR plus 165 basis points fixed through a SWAP agreement at a rate of 6.35%.
(m)	Interest rate of LIBOR plus 165 basis points.
(n)	Interest rate ranging from 6.37% to 7.43% at December 31, 2005.
(o)	Interest rate escalates after optional prepayment date.
(p)	Mortgage notes payable associated with properties held-for-sale.
(q)	Mortgage was refinanced in 2006 and amount included in extinguished debt.
(r)	Mortgage repaid on January 22, 2007.

64

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 $1,444,186 and $1,684,178 at December 31, 2006 and 2005, respectively. Certain of the loans contain financial covenants regarding minimum net operating income and coverage ratios. Management believes the Company is in compliance with all covenants at December 31, 2006. 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, $55,000 of mortgage notes payable relating to certain Properties have been guaranteed by GPLP as of December 31, 2006.

Principal maturities (excluding extension options) on mortgage notes payable during the five years subsequent to December 31, 2006, are as follows: $107,239 in 2007; $118,618 in 2008; $92,957 in 2009; $92,741 in 2010; $39,324 in 2011; $852,542 matures thereafter.

6. Notes Payable

In December 2006, the Company closed on a $470,000 amended credit facility (the “Amended Credit Facility”) that matures in December 2009 and has a one-year extension option available to the Company, subject to the satisfaction of certain conditions. The Amended Credit Facility is unsecured and amends a $300,000 unsecured credit facility that was due to expire in August 2008 (the “Prior Facility”). The Amended Credit Facility is expandable to $600,000, 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 0.95% to LIBOR plus 1.40% 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 the Company is in compliance with all covenants as of December 31, 2006.

At December 31, 2006, the outstanding balance on the Amended Credit Facility was $272,000. Additionally, $20,150 represents a holdback on the available balance for letters of credit issued under the Amended Credit Facility. As of December 31, 2006, the unused balance of the Amended Credit Facility available to the Company was $177,850 and the interest rate was 6.40%.

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

7. Income taxes

The following table reconciles the Company’s net income to taxable income for the years ended December 31, 2006, 2005 and 2004:

	2006			2005			2004
Net (loss) income	$	(77,165	)	$	20,850		$	51,755
Add: Net loss of taxable REIT subsidiaries		1,163			2,501			1,696
Net (loss) income from REIT operations (1)		(76,002	)		23,351			53,451
Add: Book depreciation and amortization		71,923			73,622			75,817
Less: Tax depreciation and amortization		(57,573	)		(56,847	)		(59,207	)
Book loss (gain) from capital transactions and impairments		99,687			13,083			(18,087	)
Tax (loss) gain from capital transactions		(4,079	)		(14,624	)		6,736
Other book/tax differences, net		(1,037	)		(1,408	)		(14,436	)
Taxable income before adjustments		32,919			37,177			44,274
Less: Capital gains		(196	)		(1,614	)		(6,736	)
Adjusted taxable income subject to 90% requirement	$	32,723		$	35,563		$	37,538

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

65

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, 2006, 2005 and 2004:

	2006			2005			2004
Cash dividends paid	$	87,922		$	86,593		$	85,511
Less: Dividends designated to prior year		(21,912	)		(21,516	)		(21,131	)
Plus: Dividends designated from following year		22,041			21,912			21,516
Less: Portion designated return of capital		(55,132	)		(49,812	)		(41,622	)
Dividends paid deduction	$	32,919		$	37,177		$	44,274

Characterization of distributions:

The following table characterizes distributions paid per common share for the years ended December 31, 2006, 2005 and 2004:

	2006					2005					2004
	Amount		%			Amount		%			Amount		%
Ordinary income	$	0.4191		21.79	%	$	0.5221		27.15	%	$	0.6380		33.18	%
Return of capital		1.5016		78.08			1.3774		71.62			1.1707		60.87
Capital gains		-		-			-		-			-		-
Unrecaptured Section 1250 gain		0.0025		0.13			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 year ended December 31, 2004 (redeemed in 2004):

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

The following table characterizes distributions paid per Series F Preferred Share for the years ended December 31, 2006, 2005 and 2004:

	2006					2005					2004
	Amount		%			Amount		%			Amount		%
Ordinary income	$	2.1746		99.40	%	$	2.0926		95.66	%	$	1.8548		84.79	%
Return of capital		-		-			-		-			-		-
Capital gains		-		-			-		-			-		-
Unrecaptured Section 1250 gain		0.0130		0.60			0.0950		4.34			0.3328		15.21
	$	2.1876		100.00	%	$	2.1876		100.00	%	$	2.1876		100.00	%

The following table characterizes distributions paid per Series G Preferred Share for the years ended December 31, 2006, 2005 and 2004:

	2006					2005					2004
	Amount		%			Amount		%			Amount		%
Ordinary income	$	2.0191		99.40	%	$	1.9430		95.66	%	$	1.4687		84.79	%
Return of capital		-		-			-		-			-		-
Capital gains		-		-			-		-			-		-
Unrecaptured Section 1250 gain		0.0121		0.60			0.0882		4.34			0.2635		15.21
	$	2.0312		100.00	%	$	2.0312		100.00	%	$	1.7322		100.00	%

66

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):

	2006			2005			2004
Investment in partnership	$	16		$	(5	)	$	(1	)
Capitalized development costs		(719	)		(412	)		(198	)
Depreciation and amortization		24			41			36
Charitable contributions		22			22			22
Accrued bonuses		295			-			-
Interest expense		1,424			756			248
Other		8			8			(3	)
Net operating losses		2,045			2,322			1,957
Net deferred tax asset		3,115			2,732			2,061
Valuation allowance		(3,115	)		(2,732	)		(2,061	)
Net deferred tax asset after valuation allowance	$	-		$	-		$	-

The gross tax loss carryforwards total $5,111, and $2,037, $355, $144, $479, $623, $561 and $912, and will expire in 2018, 2020, 2021, 2022, 2023, 2024 and 2025, respectively.

The income tax provision consisted of $5, $2 and $12 in 2006, 2005 and 2004, 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 $277, $0 and $0 in 2006, 2005 and 2004, respectively. A full valuation allowance had previously been provided against the tax loss carryforwards utilized.

In 2006, 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.

67

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 ability 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 year ended December 31, 2006, the Company recognized additional other comprehensive loss of $2 to adjust the carrying amount of the interest rate swaps to fair values at December 31, 2006, net of $(163) in reclassifications to earnings for interest rate swap settlements and interest rate cap amortization during the period. 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 year 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.

68

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, 2006. 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
Swap - Cash Flow	$ 30,000	4.7025%	January 15, 2008	$154
Swap - Cash Flow	$ 35,000	5.2285%	August 15, 2008	$(85)
Swap - Cash Flow	$ 35,000	5.2285%	August 15, 2008	$(85)

On December 31, 2006, the derivative instruments were reported at their fair value of $(16) 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 $0 is expected to be reclassified in 2007. This reclassification will correlate with the recognition of the hedged interest payments in earnings. There was no hedge ineffectiveness during the year ended December 31, 2006.

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, 2006 are as follows:

2007	$	199,125
2008		179,797
2009		152,957
2010		125,903
2011		100,170
Thereafter		303,375
	$	1,061,327

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 $(1,487), $578 and $614 for the years ended December 31, 2006, 2005 and 2004, respectively. In 2006, 2005 and 2004, 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.

69

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, 2006 consists of our investment in three separate venture arrangements. The Company evaluated each of its three venture arrangements individually and determined that control was shared between the Company and its venture partner. Therefore, the ventures do not qualify as VIE’s. The Company concluded that its venture arrangements would be accounted for under the equity method of accounting. The description of the three ventures are specified below.

o ORC Venture

Investment in unconsolidated real estate entities as of December 31, 2006 consisted of a 52% interest held by GPLP in a joint venture with 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 ORC Venture acquired Puente Hills Mall (“Puente”), an enclosed regional mall consisting of approximately 1.2 million square feet of GLA located in the Los Angeles metro area from an independent third party. The purchase price of $170,080 was funded in part by the assumption of an $88,800 non-recourse mortgage loan and pro rata contributions to the ORC Venture by GPLP and Oxford. On March 14, 2006, GPLP transferred all of itsownership interest in Tulsa Promenade (“Tulsa”), an enclosed regional mall located in Tulsa, Oklahoma, to the ORC Venture for total consideration of $58,300 (which included the ORC Venture’s assumption of a $35,000 mortgage loan). 

o Surprise Venture

Investment in unconsolidated real estate entities as of December 31, 2006 consisted of a 50% interest held by a GPLP subsidiary in a joint venture (the “Surprise Venture”) formed on September 6, 2006 with the former landowner of the property that is to be developed. The Surprise Venture will develop approximately 27,000 square feet of retail space on a five-acre site located in an area northwest of Phoenix, Arizona. In September 2006, the Company invested $1.9 million in the Surprise Venture.

o Scottsdale Venture

Investment in unconsolidated real estate entities as of December 31, 2006 consisted of a 50% interest held by a GPLP subsidiary in a joint venture (the “Scottsdale Venture”) formed in May 2006 with an affiliate of The Wolff Company (“Wolff”). The purpose of the venture is to build the Scottsdale Crossing development, an approximately 650,000 square foot premium retail and office complex to be developed in Scottsdale, Arizona. In December of 2006 the Company invested approximately $10.3 million in the Scottsdale Venture.

The Company may provide management, development, construction, leasing and legal services for a fee to each of the ventures described above. Each individual agreement specifies which services the Company provides. The Company recognized fee income of $1,866, $632 and $14 for these services for the year ended December 31, 2006, 2005 and 2004, respectively.

The net income for each venture is allocated in accordance with the provisions of the applicable joint venture agreement. The summary statement of operations and balance sheet for the Company’s investment in its joint venture arrangements for the years ended December 31, 2006 and December 31, 2005 are presented below:

70

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

(dollars in thousands, except share and unit amounts)

	For the Year Ended December 31, 2006
	Total		Company’s Pro-Rata Share of Joint Venture Operations
Statements of Operations
Total revenues	$	33,957	$	17,658
Operating expenses		15,552		8,087
Depreciation and amortization		8,901		4,629
Operating income		9,504		4,942
Other expenses, net		40		21
Interest expense, net		6,665		3,466
Net income		2,799		1,455
Preferred dividend		23		12
Net income available to the Company’s joint ventures	$	2,776	$	1,443

The $51 in net income for the year ended December 31, 2005 represents the Company’s share of income for Puente for the period December 29, 2005 through December 31, 2005. The $3 in net income for the year ended December 31, 2004 represents our share of income for the period January 1, 2004 through January 4, 2004 for both Polaris Mall, LLC and Polaris Center, LLC. These two entities were fully consolidated on January 5, 2004.

BALANCE SHEETS	December 31, 2006		December 31, 2005
Assets:
Investment properties at cost, net	$	236,744	$	171,897
Intangible assets (1)		12,855		11,478
Other assets		28,559		4,616
	$	278,158	$	187,991
Liabilities and Members’ Equity:
Mortgage notes payable	$	122,099	$	88,212
Intangibles (2)		13,634		14,360
Other liabilities		4,827		324
		140,560		102,896
Members’ equity		137,598		85,095
Total liabilities and members’ equity	$	278,158	$	187,991
GPLP’s share of members’ equity	$	70,793	$	44,200

Reconciliation of Members’ Equity to Company  Investment in Unconsolidated Entities:
Members’ equity	$	70,793		$	44,200
Advances and additional costs		(377	)		48
Investment in unconsolidated entities	$	70,416		$	44,248

(1) Includes value of acquired in-place leases.

(2) Includes the net value of $566 and $410 for above-market acquired leases as of December 31, 2006 and 2005, respectively, and $14,200 and $14,770 for below-market acquired leases as of December 31, 2006 and 2005, respectively.

71

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

(dollars in thousands, except share and unit amounts)

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 considers Herbert Glimcher to be an executive officer. The initial term of the Employment Agreement commenced on February 1, 2005 and continued through May 31, 2006 (the “Term”); provided, that the Term was subject to renewal for an additional one year period if GRT and Herbert Glimcher agreed to renew the Term prior to its expiration. On March 9, 2006, GRT and Herbert Glimcher agreed to renew the Employment Agreement for an additional one-year period to end on May 31, 2007.

Herbert Glimcher receives $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. The Salary costs are reflected in the general and administrative expenses for the Company for the related period.

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. The Company also maintains a life insurance policy covering the life of Herbert Glimcher. For the years ended December 31, 2006 and 2005, the aggregate total of reimbursements paid by GRT under the Employment Agreement was $119 and $123, respectively.

Corporate Flight Inc.

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

For the Years Ended:	Corporate Flight Inc.
December 31, 2006	$	360
December 31, 2005		304
December 31, 2004		239
Total	$	903

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, directors and officers, and employment practices insurance coverage. In connection with securing such insurance coverage, Archer-Meek-Weiler received net commissions and fees of $343, $284 and $300 for the years ended December 31, 2006, 2005 and 2004, respectively. The stock of Archer-Meek-Weiler is owned by a trust for the benefit of Alan R. Weiler’s children and the children of his brother, Robert J. Weiler.

Polaris 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.

72

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

(dollars in thousands, except share and unit amounts)

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.

Leasing Activity

A brother of Herbert Glimcher owns a company that currently leases four store locations in the Company’s Properties. Two leases were terminated during 2006. Minimum Rents were $227, $266 and $268 for the years ended December 31, 2006, 2005 and 2004, respectively.

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. Future minimum rental payments as of December 31, 2006 are as follows:

	Office Lease
2007	$	436
2008		36
2009		-
2010		-
Thereafter		-
	$	472

Office rental expenses (including miscellaneous month-to-month lease rentals) for the years ended December 31, 2006, 2005 and 2004 were $418, $446 and $416, respectively.

At December 31, 2006, there were 3.0 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, 2006 is $80,645 based upon a per unit value of $26.92 at December 31, 2006, (based upon a five-day average of the Common Stock price from December 21, 2006 to December 28, 2006).

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

73

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

(dollars in thousands, except share and unit amounts)

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. Through December 31, 2006, the Company has made $12,770 in payments under this agreement.

The Company has reserved $475 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.

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.

14. Restricted Common Stock

Shares of restricted common stock are granted pursuant to GRT’s 2004 Incentive Compensation Plan. Shares issued for the year ended December 31, 2005 vest in one-third installments over a period of three years commencing on the one-year anniversary of the grant date for the recipient’s award. Shares issued for the year ended December 31, 2006 vest in one-third installments, over a period of five years beginning on the third annual anniversary of the grant date. The restricted common stock value is determined by the Company’s share price on the grant date. As restricted stock represents an incentive for future periods, the Company recognizes the related compensation expense ratably over the applicable vesting periods.

For the year ended December 31, 2006, 58,332 shares of restricted common stock were granted. For the year ended December 31, 2005, 56,666 shares of restricted common stock were granted. The related compensation expense recorded for the year ended December 31, 2006 and 2005 was $560 and $314, respectively. The amount of unvested restricted shares that will be expensed in future periods was $1,695 and $1,069 for the years ended December 31, 2006 and 2005, respectively.

A summary of the activity of the Company’s restricted common stock for the year ended December 31, 2006 is presented below.

Activity for the year ended December 31, 2006	Restricted Shares			Weighted Average Grant Date Fair Value
Outstanding at beginning of year		56,666		$	24.407
Shares granted		58,332		$	26.100
Shares vested		(17,219	)	$	24.375
Shares forfeited		(13,334	)	$	25.227
Shares outstanding at end of year		84,445		$	25.454

15. 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”). There are no options that remain outstanding under the 1993 Employee Plan, 264,848 options remain outstanding and exercisable under the 1993 Trustee Plan; 1,206,470 outstanding under the 1997 Plan of which 1,097,654 are exercisable; and 660,814 outstanding under the 2004 Plan of which 179,168 are exercisable.

74

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

(dollars in thousands, except share and unit amounts)

A summary of the status of the Company's Plans at December 31, 2006, 2005 and 2004 and changes during the years ending on those dates is presented below.

	Options			2006 Weighted- Average Exercise Price		Options			2005 Weighted- Average Exercise Price		Options			2004 Weighted- Average Exercise Price
Option Plans:
Outstanding at beginning of year		1,953,098			$20.886		2,128,571			$19.617		2,235,226			$17.748
Granted		337,250			$25.233		339,750			$25.510		559,178			$25.472
Exercised		(87,298	)		$18.672		(386,384	)		$16.914		(503,882	)		$17.380
Forfeited		(70,918	)		$25.182		(128,839	)		$24.030		(161,951	)		$20.995
Outstanding at end of year		2,132,132			$21.522		1,953,098			$20.886		2,128,571			$19.617
Exercisable at end of year		1,541,670			$20.057		1,286,554			$19.020		1,261,372			$17.553
Weighted average per share fair value of options granted during the year					$  1.028					$  1.073					$  1.266

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 2006, 2005 and 2004 were 5.0%, 5.0% and 5.6%, respectively, expected average lives of five years, annual dividend rates of $1.9232 and

weighted average volatility of 12.3%, 12.3% and 12.2% in 2006, 2005 and 2004, respectively.

The following table summarizes information regarding the options outstanding at December 31, 2006 under the Company’s Plans:

Options Outstanding				Options Exercisable
Range of Exercise Prices	Number Outstanding at December 31, 2006	Weighted- Average Remaining Contractual Life	Weighted- Average Exercise Price	Number Exercisable at December 31, 2006	Weighted- Average Exercise Price
$18.750 - $20.750	264,848	0.4	$20.224	264,848	$20.224
$20.500	146,122	1.4	$20.500	146,122	$20.500
$15.000	265,334	2.2	$15.000	265,334	$15.000
$12.280	8,135	3.2	$12.280	8,135	$12.280
$14.750	42,816	4.2	$14.750	42,816	$14.750
$17.610	153,315	5.2	$17.610	153,315	$17.610
$18.930 - $22.360	256,477	6.2	$19.015	256,477	$19.015
$19.560 - $26.690	428,834	7.2	$25.353	288,496	$25.365
$24.740 - $25.670	259,501	8.2	$25.565	98,127	$25.577
$25.220 - $25.650	306,750	9.4	$25.234	18,000	$25.220
	2,132,132	5.4	$21.522	1,541,670	$20.057

75

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

(dollars in thousands, except share and unit amounts)

All options granted under the Plans, 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 shares granted under the 2004 Plan in 2006, 2005 and 2004.

The following table summarizes the intrinsic value of options exercised and fair value of options vested for the three years ended December 31, 2006, 2005 and 2004.

	For the year ended December 31, 2006		For the year ended December 31, 2005		For the year ended December 31, 2004
Aggregate intrinsic value of options exercised	$	697	$	3,255	$	4,354
Aggregate fair value of options vested	$	336	$	324	$	135

16. 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 year ended December 31, 2004. The Company contributed $417, $373 and $228 to the plan in 2006, 2005 and 2004, respectively. Effective January 1, 2005, participant’s salary deferrals up to a maximum of 6% of qualified compensation were matched at 50.0%.

17. 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, 2006, 2,100,000 Shares were authorized of which 268,052 Shares have been issued.

76

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

(dollars in thousands, except share and unit amounts)

18. 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,
	2006								2005								2004
						Per								Per								Per
	Income			Shares		Share			Income			Shares		Share			Income			Shares		Share
Basic EPS
Income from continuing operations	$	(11,602	)						$	31,666							$	22,488
Less: Preferred stock dividends		(17,437	)							(17,437	)							(17,517	)
Preferred stock redemption																		(4,878	)
Add: Minority interest adjustments (1)		(5,016	)							(928	)							2,671
(Loss) income from continuing operations	$	(34,055	)		36,611	$	(0.93	)	$	13,301			36,036	$	0.37		$	2,764			35,456	$	0.08
Discontinued operations	$	(65,563	)						$	(10,816	)						$	29,267
Less: Minority interest adjustment (1)		5,016								928								(2,671	)
Discontinued operations	$	(60,547	)		36,611	$	(1.65	)	$	(9,888	)		36,036	$	(0.27	)	$	26,596			35,456	$	0.75
Diluted EPS
Income from continuing operations	$	(11,602	)		36,611				$	31,666			36,036				$	22,488			35,456
Less: Preferred stock dividends		(17,437	)							(17,437	)							(17,517	)
Preferred stock redemption		-																(4,878	)
Add: Minority interest		(7,733	)							252								2,906
Operating Partnership Units					3,035								3,333								3,549
Options					-								449								491
Restricted shares					-								38
(Loss) income from continuing operations	$	(36,772	)		39,646	$	(0.93	)	$	14,481			39,856	$	0.36		$	2,999			39,496	$	0.08
Discontinued operations	$	(65,563	)			$	(1.65	)	$	(10,816	)			$	(0.27	)	$	29,267				$	0.74

(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 for 2005 and 2004. The number of such options was 599,000 and 429,000 for the years ended December 31, 2005 and 2004, respectively. All common stock equivalents have been excluded in 2006 as they are antidilutive.

19. 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 5.58% to 7.85% per annum at December 31, 2006 and 5.05% to 7.28% per annum at December 31, 2005), the fair value of GRT’s mortgage notes payable is estimated at $1,282,023 and $1,358,744 at December 31, 2006 and 2005, 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.

77

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

(dollars in thousands, except share and unit amounts)

20. 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 2006 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, Eastland Mall in Columbus, 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 10.2 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 $656, $415 and $611 for the years ended December 31, 2006, 2005 and 2004, respectively. The net book value of the above-market leases is $4,689 and $5,494 as of December 31, 2006 and December 31, 2005, 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 $12,091 and $13,663 as of December 31, 2006 and December 31, 2005, 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 $3,169 and $3,498 as of December 31, 2006 and December 31, 2005, respectively, and is included in prepaid and other assets on the consolidated balance sheet.

On January 17, 2006, GPLP acquired Tulsa from an independent third party. The purchase price was $58,300 and the Company did not assume any debt in connection with the purchase. On March 14, 2006, GPLP transferred all of its ownership interest in Tulsa to the ORC Venture for total consideration of $58,300 (which included the ORC Venture’s assumption of a $35,000 mortgage loan).

Net amortization of intangibles as an increase to net income will be as follows:

For the year ending December 31, 2007	$	416
For the year ending December 31, 2008		484
For the year ending December 31, 2009		480
For the year ending December 31, 2010		553
For the year ending December 31, 2011		525
	$	2,458

21. 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. The table below summarizes key financial results for these operations:

	For the Years Ended December 31,
	2006			2005			2004
Revenues	$	44,907		$	52,640		$	66,340
Operating expenses		(25,089	)		(34,198	)		(40,976	)
Operating income		19,818			18,442			25,364
Interest expense, net		(12,511	)		(14,484	)		(15,743	)
Costs associated with debt defeasance		(9,357	)		-			-
Net (loss) income before impairment losses		(2,050	)		3,958			9,621
Impairment losses on real estate		(65,230	)		(16,393	)		-
Net (loss) income from discontinued operations	$	(67,280	)	$	(12,435	)	$	9,621

78

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

(dollars in thousands, except share and unit amounts)

The impairment losses recorded in 2006 primarily relate to two of our held-for-sale Mall assets. Montgomery Mall had impairment charges in 2006 of $56,994 and Eastland Mall in Charlotte, North Carolina of approximately $6,778. These charges were recorded based upon the Company’s decision to sell these assets. The facts and information available to the Company through the sales process assisted the Company in determining the value for these assets. The impairment losses recorded in 2005 relate to the Company’s decision to sell all but four of its remaining Community Center Properties.

22. Subsequent Events

Effective January 1, 2007, the Company’s 401(k) plan qualifies as a safe harbor plan. The Company has committed to an employer contribution at a required level that will permit highly compensated employees to defer the maximum amount and the plan is automatically in compliance for actual deferral percentage (ADP) and actual contribution percentage (ACP) testing.

23. Interim Financial Information (unaudited)

Year Ended December 31, 2006	First Quarter		Second Quarter			Third Quarter		Fourth Quarter
Total revenues	$	75,448	$	73,211		$	74,530	$	86,075
Total revenues as previously reported	$	83,859	$	73,211		$	74,530	$	86,075
Operating income (loss)	$	25,501	$	24,922		$	25,363	$	(12,044	)
Operating income (loss) as previously reported	$	28,314	$	24,922		$	25,363	$	(12,044	)
Net (loss) income	$	8,343	$	(38,686	)	$	6,070	$	(52,892	)
Net (loss) income available to common shareholders	$	3,984	$	(43,045	)	$	1,710	$	(57,251	)
Earnings (loss) per share (diluted)	$	0.11	$	(1.17	)	$	0.05	$	(1.56	)

Year Ended December 31, 2005	First Quarter		Second Quarter			Third Quarter			Fourth Quarter
Total revenues	$	70,525	$	73,098		$	76,124		$	80,279
Total revenues as previously reported	$	79,573	$	73,098		$	76,124		$	90,052
Operating income	$	22,761	$	22,989		$	28,313		$	31,931
Operating income as previously reported	$	25,620	$	22,985		$	28,309		$	35,016
Net (loss) income	$	5,796	$	3,279		$	(2,342	)	$	14,117
Net (loss) income available to common shareholders	$	1,437	$	(1,080	)	$	(6,702	)	$	9,758
Earnings (loss) per share (diluted)	$	0.04	$	(0.03	)	$	(0.18	)	$	0.27

Total revenues and operating income (loss) for 2006 and 2005 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 2006 and 2005 relate to changes in property classification from continuing to discontinued operations.

79

GLIMCHER REALTY TRUST

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

as of December 31, 2006

(dollars in thousands)

							Costs
							Capitalized
							Sub-
							sequent to			Gross Amounts at Which
			Initial Cost				Acquisition			Carried at Close of Period
																						Life Upon Which
																						Deprecia-tion in
					Buildings							Buildings						Date				Latest Statement
					and		Improve-					and				Accumu-		Construc-				of Opera-
	Encum-				Improve-		ments					Improve-				lated		tion				tions
Description and Location	brances				ments		and Adjust-					ments		Total		Deprecia-		Was		Date		is
of Property	[d]		Land		[a]		ments			Land [b]		[c]		[b] [c]		tion		Completed		Acquired		Computed
MALL PROPERTIES
Ashland Town Center
Ashland, KY	$	24,809	$	3,866	$	21,454	$	7,683		$	4,144	$	28,859	$	33,003	$	12,826		1989				[e]
Colonial Park Mall
Harrisburg, PA	$	32,451		9,765		43,770		1,596			9,704		45,427		55,131		14,148				2003		[e]
Dayton Mall
Dayton, OH	$	55,886		9,068		90,676		17,694			7,509		109,929		117,438		25,969				2002		[e]
Eastland Mall
Columbus, OH	$	43,000		12,570		17,794		28,475			12,937		45,902		58,839		4,577				2003		[e]
Grand Central Mall
Parkersburg, WV	$	47,815		3,961		41,135		37,389			3,961		78,524		82,485		25,420				1993		[e]
Great Mall of the Great Plains
Olathe, KS	$	30,000		15,646		101,790		(39,229	)		12,321		65,886		78,207		38,114		1999				[e]
Indian Mound Mall
Newark, OH	$	-		892		19,497		12,695			773		32,311		33,084		17,193		1986				[e]
Jersey Gardens Mall
Elizabeth, NJ	$	158,791		32,498		206,478		22,681			33,480		228,177		261,657		64,016		2000				[e]
Lloyd Center
Portland, OR	$	133,256		47,737		115,219		44,719			47,737		159,938		207,675		33,996				1998		[e]
The Mall at Fairfield Commons
Beavercreek, OH	$	109,232		5,438		102,914		21,825			7,696		122,481		130,177		43,614		1993				[e]
The Mall at Johnson City
Johnson City, TN	$	38,787		4,462		39,439		3,320			4,405		42,816		47,221		12,267				2000		[e]

80

GLIMCHER REALTY TRUST

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

as of December 31, 2006

(dollars in thousands)

							Costs
							Capitalized
							Sub-
							sequent to		Gross Amounts at Which
			Initial Cost				Acquisition		Carried at Close of Period
																					Life Upon Which
																					Deprecia-tion in
					Buildings						Buildings						Date				Latest Statement
					and		Improve-				and				Accumu-		Construc-				of Opera-
	Encum-				Improve-		ments				Improve-				lated		tion				tions
Description and Location	brances				ments		and Adjust-				ments		Total		Deprecia-		Was		Date		is
of Property	[d]		Land		[a]		ments		Land [b]		[c]		[b] [c]		tion		Completed		Acquired		Computed
Morgantown Mall
Morgantown, WV		(g)	$	1,273	$	40,484	$	5,050	$	1,556	$	45,251	$	46,807	$	19,187		1990				[e]
New Towne Mall
New Philadelphia, OH	$	-		1,190		23,475		8,363		1,248		31,780		33,028		14,523		1988				[e]
Northtown Mall
Blaine, MN	$	-		13,264		40,988		15,576		13,466		56,362		69,828		13,978				1998		[e]
Polaris Fashion Place
Columbus, OH	$	142,129		36,687		167,251		4,611		38,661		169,888		208,549		28,964				2004		[e]
River Valley Mall
Lancaster, OH	$	50,000		875		26,910		18,552		1,001		45,336		46,337		21,989		1987				[e]
Supermall of Great NW
Auburn, WA	$	59,515		1,058		104,612		845		7,187		99,328		106,515		33,998				2002		[e]
Weberstown Mall
Stockton, CA	$	60,000		3,237		23,479		7,532		3,298		30,950		34,248		12,320				1998		[e]
Westshore Plaza
Tampa, FL	$	95,255		15,653		145,158		7,490		15,653		152,648		168,301		19,025				2003		[e]
COMMUNITY CENTERS
Knox Village Square
Mount Vernon, OH	$	8,753		865		8,479		406		869		8,881		9,750		3,289		1992				[e]
Morgantown Commons
Morgantown, WV		(g)		175		7,549		12,652		-		20,376		20,376		6,511		1991				[e]
Ohio River Plaza
Gallipolis, OH	$	-		502		6,373		655		461		7,069		7,530		2,827		1989				[e]
Polaris Town Center
Columbus, OH	$	40,482		19,082		38,950		318		19,082		39,268		58,350		7,600				2004		[e]

81

GLIMCHER REALTY TRUST

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

as of December 31, 2006

(dollars in thousands)

							Costs
							Capitalized
							Sub-
							sequent to		Gross Amounts at Which
			Initial Cost				Acquisition		Carried at Close of Period
																			Life Upon Which
																			Deprecia-tion in
					Buildings						Buildings						Date		Latest Statement
					and		Improve-				and				Accumu-		Construc-		of Opera-
	Encum-				Improve-		ments				Improve-				lated		tion		tions
Description and Location	brances				ments		and Adjust-				ments		Total		Deprecia-		Was	Date	is
of Property	[d]		Land		[a]		ments		Land [b]		[c]		[b] [c]		tion		Completed	Acquired	Computed
CORPORATE ASSETS
Glimcher Properties Limited
Partnership	$	-	$	-	$	1,780	$	10,112	$	-	$	11,892	$	11,892	$	6,247				[e]
Lloyd Ice Rink
OEC	$	-		-		-		56		-		56		56		39				[e]
University Mall Theater
OEC	$	-		-		-		600		-		600		600		478				[e]
			$	239,764	$	1,435,654	$	251,666	$	247,149	$	1,679,935	$	1,927,084	$	483,115
DEVELOPMENTS IN PROGRESS
Georgesville Square
Columbus, OH	$	-	$	-	$	-	$	725	$	296	$	429	$	725
City Park
Cincinnati, OH	$	-		-		-		10,946		-		10,946		10,946
Jersey Gardens Center
Elizabeth , NJ	$	-		1,937		4,561		804		1,231		6,071		7,302
Meadowview Square
Kent, OH	$	-		-		-		273		264		9		273
Dayton Streetscape
Dayton, OH	$	-		-		-		-		-		12,206		12,206
Johnson City Redevelopment
Johnson City, TN	$	-		-		-		-		3,925		2,085		6,010
GB Northtown
Blaine, MN	$	-		-		-		-		-		4,698		4,698
Other Developments	$	-		-		-		7,643		-		7,643		7,643		-
			$	1,937	$	4,561	$	20,391	$	5,716	$	44,087	$	49,803	$	-

82

GLIMCHER REALTY TRUST

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

as of December 31, 2006

(dollars in thousands)

							Costs
							Capitalized
							Sub-
							sequent to			Gross Amounts at Which
			Initial Cost				Acquisition			Carried at Close of Period
																					Life Upon Which
																					Deprecia-tion in
					Buildings							Buildings						Date			Latest Statement
					and		Improve-					and				Accumu-		Construc-			of Opera-
	Encum-				Improve-		ments					Improve-				lated		tion			tions
Description and Location	brances				ments		and Adjust-					ments		Total		Deprecia-		Was	Date		is
of Property	[d]		Land		[a]		ments			Land [b]		[c]		[b] [c]		tion		Completed	Acquired		Computed
ASSETS HELD FOR SALE (h)
Almeda Mall
Houston, TX		(f)	$	6,859	$	16,034	$	1,321		$	7,621	$	16,593	$	24,214	$	4,549			2002		[e]
Eastland Mall
Charlotte, NC	$	43,766		5,357		47,860		(6,225	)		5,315		41,677		46,992		5,143			2003		[e]
Montgomery Mall
Montgomery, AL	$	25,000		10,382		60,311		(50,823	)		4,455		15,415		19,870		15,415			1998		[e]
Northwest Mall
Houston, TX		(f)		9,114		12,820		1,119			9,928		13,125		23,053		3,225			2002		[e]
University Mall
Tampa, FL	$	-		13,314		108,230		9,205			13,314		117,435		130,749		26,733			1997		[e]
				45,026		245,255		(45,403	)		40,633		204,245		244,878		55,065
Total			$	286,727	$	1,685,470	$	226,654		$	293,498	$	1,928,267	$	2,221,765	$	538,180

83

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, 2006.
(c)	The aggregate gross cost of building, improvements and equipment as of December 31, 2006.
(d)	See description of debt in Note 5 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.	$33,020
(g)	Properties cross-collateralize the following loan:
	Morgantown Mall Associates Limited Partnership	$52,474
(h)	Properties were held for sale at December 31, 2006. The total for building and improvements for the assets held-for-sale excludes the deferred costs of $2,488 that appear on the consolidated balance sheet.

Reconciliation of Real Estate

	Year Ended December 31,
	2006			2005			2004
Balance at beginning of year	$	2,211,614		$	2,250,640		$	2,092,202
Additions:
Improvements		79,512			109,159			32,684
Acquisitions		61,276			-			261,036
Deductions		(375,515	)		(148,185	)		(135,282	)
Balance at close of year	$	1,976,887		$	2,211,614		$	2,250,640

Reconciliation of Accumulated Depreciation

	Year Ended December 31,
	2006			2005			2004
Balance at beginning of year	$	470,397		$	435,821		$	394,870
Depreciation expense and other		70,281			72,472			95,463
Deductions		(57,563	)		(37,896	)		(54,512	)
Balance at close of year	$	483,115		$	470,397		$	435,821

The aggregate cost of land and buildings, improvements and equipment for federal income tax purposes is approximately $2,318,332.

84

EX-10.20

                                                                   Exhibit 10.20

                    DEFEASANCE PLEDGE AND SECURITY AGREEMENT
                    ----------------------------------------

     THIS DEFEASANCE PLEDGE AND SECURITY AGREEMENT, dated as of December 22,
2006 (this "Agreement") is made by and among GLIMCHER UNIVERSITY MALL LIMITED
PARTNERSHIP, a Delaware limited partnership ("Borrower"), LASALLE BANK NATIONAL
ASSOCIATION (f/k/a LaSalle National Bank), as Trustee for Nomura Asset
Securities Corporation, Commercial Mortgage Pass-Through Certificates, Series
1998-D6, as secured party (said Trustee and its successors and assigns,
"Lender"), and, for the sole purpose of agreeing to the provisions of Sections
6(e), 7, 8, 9(b), 12, 13, 14, 16, 22 and 25 of this Agreement, WELLS FARGO BANK,
N.A., as securities intermediary ("Intermediary").

                                    Recitals:

     A. Nomura Asset Capital Corporation ("Original Lender"), made a loan in the
original principal amount of $64,898,546.00 (the "Mortgage Loan") to Borrower
pursuant to a Loan Agreement dated December 17, 1997 by and between Original
Lender and Borrower, as amended by that certain Amendment to Loan Agreement
dated March 26, 1998 (as amended, the "Loan Agreement"). The Mortgage Loan is
evidenced by a Promissory Note dated December 17, 1997, from Borrower and
payable to Original Lender (the "Note").

     B. The Mortgage Loan and Note are secured by, among other things, that
certain Mortgage, Assignment of Rents, Security Agreement and Fixture Filing
dated December 17, 1997 from Borrower to Original Lender recorded January 7,
1998 in Official Records Book 8861, Page 0466 for Hillsborough County, Florida
and that certain Assignment of Leases and Rents, dated December 17, 1997 and
recorded January 7, 1998 in Official Records Book 8861, Page 0527 for
Hillsborough County, Florida (together, the "Security Instrument") which grants
to Original Lender, among other things, a lien on the real and personal property
described in said Security Instrument (the "Mortgaged Property"). The Mortgage
Loan is further evidenced or secured by various other documents executed by
Borrower in favor of Original Lender (together with the Note, the Loan Agreement
and Security Instrument, the "Mortgage Loan Documents").

     C. Lender is the current holder of the Note and the other Mortgage Loan
Documents.

     D. Pursuant to the Mortgage Loan Documents, Borrower has directed Lender to
release the Mortgaged Property from the liens and security interests of the
Security Instrument and to release any other collateral or security previously
given by Borrower as security for the Mortgage Loan upon Borrower's defeasance
of the Mortgage Loan (the "Defeasance").

     E. Borrower is the legal and beneficial owner of the securities listed on
Exhibit A hereto (collectively, the "Securities"). Pursuant to the Mortgage Loan
Documents, and as a condition precedent to Lender's obligation to release the
lien and security interests of the Security Instrument on the Mortgaged
Property, Borrower will grant a security interest in the Pledged Collateral (as
defined herein) to Lender to secure the payment and performance in full when due
of all amounts payable under the Mortgage Loan Documents.



     F. The parties intend that immediately after the execution of this
Agreement, Lender, Borrower and SB NASC 1998-D6 Holdings, LLC, a Delaware
limited liability company ("Successor Borrower") will enter into, and
Intermediary will acknowledge, the Defeasance Assignment, Assumption and Release
Agreement of even date herewith (the "Assumption Agreement") pursuant to which,
among other things, Borrower will transfer the Pledged Collateral (as
hereinafter defined) to Successor Borrower and Successor Borrower will assume
certain rights and obligations of Borrower under the Defeasance Documents (as
hereinafter defined) in accordance with the terms of the Assumption Agreement.
Subject to the terms of the Assumption Agreement, upon the transfer of the
Pledged Collateral to Successor Borrower, Successor Borrower automatically shall
succeed to and be the "Borrower" hereunder.

     NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Definitions.

     Each capitalized term used and not defined herein shall have the meaning
assigned to such term in the Mortgage Loan Documents. The following terms shall
have the following meanings when used herein.

     "Account Agreement" means the Defeasance Account Agreement of even date
herewith among Borrower, Lender, Servicer, and Intermediary.

     "Accountant's Report" means that certain report of even date herewith
regarding the Defeasance from Causey Demgen & Moore Inc., including all
schedules thereto.

     "Assumption Agreement" has the meaning set forth in the Recitals.

     "Book-Entry Securities" means U.S. Obligations that are (i) (a) "Book-Entry
Securities" as defined in 31 C.F.R. Section 357.2, that have been issued by the
United States Department of the Treasury, (b) "Book-Entry GSE Securities" as
defined in the regulations of the United States Department of Housing and Urban
Development governing direct obligations of FNMA and FHLMC (24 C.F.R. Part 81,
as amended), or (c) "Book-Entry Funding Corporation Securities" as defined in
the regulations of the United States Department of the Treasury governing
securities issued by the REFCO (12 C.F.R. Part 1511, as amended), and (ii) in
each case, maintained in the Treasury/Reserve Automated Debt Entry System
("Trades") of the Federal Reserve Bank pursuant to 31 C.F.R. Subpart B.

     "Borrower Address" means:    c/o Glimcher Properties Limited Partnership
                                  150 East Gay Street, 24th Floor
                                  Columbus, OH 43215
                                  Attn:  General Counsel

     "Certificates" means Nomura Asset Securities Corporation Commercial
Mortgage Pass-Through Certificates Series 1998-D6.

     "Code" means the Uniform Commercial Code of the State.


                                       2


     "Custodian" means the Intermediary in its capacity as custodian of the
Pledged Collateral Account.

     "Defeasance" has the meaning set forth in the Recitals.

     "Defeasance Certificate" means the Defeasance Certificate executed by
Borrower of even date herewith.

     "Defeasance Documents" means this Agreement, the Note, the Loan Agreement
(to the extent defined terms and payment terms in the Loan Agreement are by
reference incorporated in the Note), the Account Agreement, the Assumption
Agreement, the Waiver and Consent and the Defeasance Certificate, all as
amended, continued or otherwise modified, provided that, for purposes of any
assumption by Successor Borrower herein, the Defeasance Waiver and Consent
Agreement and the Defeasance Certificate shall be excluded from this definition.

     "Entitlement Order" means "entitlement order" as defined in Section 8-102
of the Code.

     "Event of Default" has the meaning set forth in Section 9(a).

     "Existing SPE Requirements" means the single purpose entity requirements
set forth in the Mortgage Loan Documents.

     "FHLMC" means the Federal Home Loan Mortgage Corporation.

     "FNMA" means the Federal National Mortgage Association.

     "Federal Book-Entry Regulations" means the regulations of (i) the United
States Department of the Treasury governing the transfer and pledge of
marketable Book-Entry Securities maintained in the form of entries in the TRADES
book-entry system in the Federal Reserve Bank, as set forth in 31 C.F.R. Part
357, as amended, (ii) the United States Department of Housing and Urban
Development regulations governing the transfer and pledge of securities issued
by FNMA or FHLMC, in each case maintained by a Federal Reserve Bank in the form
of entries in the Book-Entry System (as defined in Subpart A of 24 C.F.R. Part
81) as set forth in Subpart H of 24 C.F.R. Part 81, and (iii) the U.S. Treasury
regulations governing the transfer and pledge of securities issued by REFCO, and
maintained by a Federal Reserve Bank in the form of entries in the Book-Entry
System (as defined in 12 C.F.R. Part 1511) as set forth in 12 C.F.R. Part 1511.

     "Federal Reserve Bank" means the Federal Reserve Bank at which Intermediary
maintains its Participant's Securities Account.

     "Financial Asset" means a "financial asset" as defined under Section
8-102(a)(9) of the Code.

     "Governmental Authority" means any federal, state, local or foreign court,
agency, authority, board bureau, commission, department, office or
instrumentality of any nature whatsoever or any governmental or
quasi-governmental unit, whether now or hereafter in existence, or any officer
or official thereof.


                                       3


     "Guarantor" means, if applicable, any Person that (a) guaranteed, in whole
or in part, Borrower's obligations under the Mortgage Loan Documents, or (b)
indemnified Lender with respect to any matters set forth in the Mortgage Loan
Documents.

     "Intermediary Address" means:   Wells Fargo Bank, N.A.
                                     100 West Washington Street, 22nd Floor
                                     MAC S4101-22E
                                     Phoenix, AZ  85003
                                     Attention:  Corporate Trust Services (CMBS)

     "IRC" means the Internal Revenue Code of 1986, as amended, and applicable
temporary or final regulations of the United States Department of the Treasury
issued pursuant thereto.

     "Lender Address" means:

                                     c/o Capmark Finance Inc.
                                     200 Witmer Road
                                     Horsham, PA 19044
                                     Attn:  Loan Servicing/Loan #400029644

     "Mortgage Loan" has the meaning set forth in the Recitals.

     "Mortgage Loan Documents" has the meaning set forth in the Recitals.

     "Mortgaged Property" has the meaning set forth in the Recitals.

     "Note" has the meaning set forth in the Recitals.

     "Obligor" means any issuer, guarantor or other obligor with respect to any
of the Securities or any Permitted Investment.

     "Optional Prepayment Date" means January 11, 2013.

     "Participant's Securities Account" means a "Participant's Securities
Account" (as defined in the applicable Federal Book-Entry Regulations) at a
Federal Reserve Bank to which Book-Entry Securities may be credited.

     "Permitted Investment" has the meaning set forth in the Account Agreement.

     "Person" means any individual, corporation, limited liability company,
partnership, joint venture, estate, association, joint stock company, trust,
unincorporated organization, or government or any agency or political
subdivision thereof and any fiduciary acting in such capacity on behalf of any
of the foregoing.

     "Pledged Collateral" has the meaning set forth in Section 2.


                                       4


     "Pledged Collateral Account" means Account No. ________ titled
"(__________________) Defeasance" at Intermediary, which is the Securities
Account maintained by Intermediary in the name of Lender to which the Securities
have been credited.

     "Pledged Entitlements" has the meaning set forth in Section 2(b).

     "Pooling and Servicing Agreement" means the Pooling and Servicing Agreement
dated as of March 30, 1998 by and among Nomura Asset Securities Corporation, as
Depositor, Amresco Services, L.P., as Servicer, Criimi Mae Services Limited
Partnership, as Initial Special Servicer, LaSalle National Bank, as Trustee and
ABN AMRO Bank N.V., as Fiscal Agent, as amended, supplemented or modified.

     "Proceeds" means "proceeds" as defined in Section 9-102 of the Code or as
defined in the Uniform Commercial Code as in effect in any jurisdiction whose
law applies to such proceeds or as defined under other applicable law.

     "REFCO" means the Resolution Funding Corporation.

     "REMIC" means a "real estate mortgage investment conduit" within the
meaning of Section 860D of the IRC.

     "Secured Obligations" means the principal amount of the Note outstanding
from time to time, as increased or decreased as a result of prepayment,
modification or otherwise, and all accrued and unpaid interest thereon and all
other obligations, expenses, and liabilities due or to become due to Lender
under the Defeasance Documents, including without limitation all costs and
expenses incurred by Lender in collecting amounts due under the Defeasance
Documents.

     "Securities" has the meaning set forth in the Recitals and are listed on
Exhibit A attached hereto.

     "Securities Account" means a securities account as defined in Section
8-501(a) of the Code.

     "Securities Intermediary" means a "securities intermediary" within the
meaning of the applicable Federal Book-Entry Regulations and Section 8-102 of
the Code.

     "Security Entitlement" means a "security entitlement" as defined in the
applicable Federal Book-Entry Regulations with respect to a Book-Entry Security.

     "Security Instrument" has the meaning set forth in the Recitals.

     "Servicer" means the duly authorized loan servicer acting as agent of
Lender pursuant to the Pooling and Servicing Agreement. As of the date hereof,
Servicer shall mean Capmark Finance Inc., together with its successors and
assigns under the Pooling and Servicing Agreement.


                                       5


     "Single Purpose Entity" means (1) prior to the execution and delivery of
the Assumption Agreement, a Person which satisfies the Existing SPE
Requirements, and (2) after the execution and delivery of the Assumption
Agreement, a Person that satisfies the conditions set forth in Section 1.6 of
the Operating Agreement of Successor Borrower dated December____, 2006.

     "State" means the State of New York.

     "Successor Borrower" has the meaning set forth in the Recitals.

     "U.S. Obligations" means "government securities" as such term is defined in
Section 2(a)(16) of the Investment Company Act of 1940, as amended (15 U.S.C.
80a-1, et seq.), that are not subject to prepayment, call or early redemption,
that are not certificates of deposit, and that are maintained in the form of
entries on the books of a Federal Reserve Bank.

     "Waiver and Consent" means the Defeasance Waiver and Consent Agreement of
even date herewith between Borrower and Lender.

Section 2. Pledge.

     As collateral and security for the Secured Obligations, Borrower hereby
pledges, assigns, transfers and grants to Lender a continuing first priority
security interest in and lien on all of the right, title and interest of
Borrower in, to and under the following property (collectively, the "Pledged
Collateral"):

     (a) the Securities and any interest of Borrower in the entries on the books
of any Securities Intermediary (including Intermediary) pertaining to the
Securities;

     (b) the Pledged Collateral Account and all Security Entitlements with
respect to the Securities and with respect to any Permitted Investments (the
"Pledged Entitlements");

     (c) all Proceeds of the Securities and the Pledged Entitlements, including,
without limitation, proceeds of any indemnity, warranty or guarantee payable
from time to time with respect to any of the Securities or the Pledged
Entitlements, or payments (in any form) made or due and payable to Borrower from
time to time in connection with any requisition, confiscation, condemnation,
seizure or forfeiture of all or any part of the Securities or the Pledged
Entitlements by or on behalf of any Governmental Authority, and any and all
other amounts from time to time paid or payable under or in connection with any
of the Securities or the Pledged Entitlements; and

     (d) any and all other (i) funds and Financial Assets and Proceeds thereof,
including cash (which amount shall not exceed $1,000.00), deposited this date by
Borrower into the Pledged Collateral Account, now or hereafter deposited in or
credited to the Pledged Collateral Account at Custodian (which account is a
Securities Account), (ii) interest and earnings on any of the Pledged Collateral
including interest that accrues either before or after the commencement of any
bankruptcy or insolvency proceeding by or against Borrower or Successor
Borrower, (iii) present and future accounts, general intangibles, chattel paper,
contract rights, deposit accounts, instruments and documents (as defined in the
Code or in the Uniform Commercial Code as in effect in any jurisdiction whose
law applies to such property) now or hereafter relating or arising with respect
to the Pledged Collateral Account and/or the use thereof, and (iv) cash and
non-cash Proceeds and products of the items described in subclauses (i), (ii)
and (iii) of this Section 2(d).


                                       6


Section 3. Secured Obligations.

     This Agreement secures, and the Pledged Collateral is collateral security
for, the payment and performance in full when due, whether at stated maturity,
by acceleration or otherwise of all of the Secured Obligations (including,
without limitation, the payment of interest and other amounts which would accrue
and become due but for the filing of a petition in bankruptcy (whether or not a
claim is allowed against Borrower for such interest or other amounts in any such
bankruptcy proceeding) or the operation of the automatic stay under the United
States Bankruptcy Code, 11 U.S.C. ss. 362(a)).

Section 4. No Release or Assumption of Borrower's Obligations to Others.

     The granting by Borrower to Lender of the security interest in the Pledged
Collateral shall not (a) relieve Borrower from the performance of any term,
covenant, condition or agreement on Borrower's part to be performed or observed
in connection with the Pledged Collateral, (b) relieve Borrower from any
liability to any Person other than Lender in connection with the Pledged
Collateral and the granting of the security interest therein, (c) impose any
obligation on Lender to perform or observe any such term, covenant, condition or
agreement to be so performed or observed by Borrower, or (d) impose any
liability on Lender for any act or omission on the part of Borrower relating
thereto or for any breach of any representation or warranty to any Person other
than Lender by Borrower, with respect to the Pledged Collateral or made in
connection herewith or therewith. The provisions set forth in this Section 4
shall survive any release of Borrower by Lender set forth in the Defeasance
Documents and any termination of this Agreement.

Section 5. Further Assurances.

     Borrower agrees that, upon written request of Lender at any time and from
time to time, it will make, execute, endorse, acknowledge and file and refile,
or permit Lender to file and refile, such lists, descriptions and designations
of the Pledged Collateral, copies of documents of title, vouchers, invoices,
schedules, Entitlement Orders, powers of attorney, assignments, confirmatory
assignments, supplements, additional security agreements, financing statements,
amendments thereto, continuation statements, transfer endorsements and other
documents (including, without limitation, this Agreement), in form and in such
offices reasonably satisfactory to Lender wherever required or permitted by law
in order to perfect, protect and preserve the rights and interests granted to
Lender hereunder. Borrower hereby authorizes Lender and appoints Lender as its
attorney-in-fact to file such financing statements, continuation statements,
amendments thereto and other documents related to the Pledged Collateral to the
fullest extent permitted by applicable law as Lender may deem necessary
including, without limitation, financing statements containing the description
"all assets of Borrower" or "all personal property of Borrower" or similar
language. Borrower agrees to do such further acts and things, and to execute and
deliver to Lender such additional assignments, agreements and instruments, as
Lender may reasonably require to effectuate the purposes of this Agreement, to
preserve or protect the lien on the Pledged Collateral created by this Agreement


                                       7


or to assure and confirm unto Lender its rights, powers and remedies hereunder.
The foregoing grant of authority is a power of attorney coupled with an interest
and such appointment shall be irrevocable for the term of this Agreement. All of
the foregoing shall be at the sole cost and expense of Borrower.

Section 6. Borrower Representations, Warranties and Covenants.

     Borrower represents, warrants and covenants as follows as of the date
hereof:

     (a) Value. Borrower has received value (as defined in Section 1-201(44) of
the Code) for the Secured Obligations and for the granting of the security
interest described herein.

     (b) Rights in Pledged Collateral. The Securities exist and Borrower is the
owner of good and marketable title to all of the Pledged Collateral, subject
only to the liens granted to Lender pursuant to this Agreement.

     (c) No Liens or Other Financing Statements. Except for (i) the liens and
the security interest granted to Lender under this Agreement and financing
statements filed or to be filed with respect to and covering the lien and
security interest granted by Borrower pursuant to this Agreement, and (ii) the
assignment of the Pledged Collateral pursuant to the Assumption Agreement,
Borrower:

          (i) holds the Pledged Collateral free and clear of any lien, claim, or
encumbrance;

          (ii) has not pledged, assigned, sold, granted a lien on or a security
interest in, or otherwise conveyed any of the Pledged Collateral, and shall
defend the Pledged Collateral against all claims and demands of all Persons at
any time claiming any interest therein adverse to Lender;

          (iii) has not authorized, executed or filed, and has no knowledge of
any control agreement or financing statement (or similar statement or instrument
of registration under the law of any jurisdiction) covering or purporting to
cover any interest of any kind in the Pledged Collateral, other than the Account
Agreement; and so long as Borrower remains obligated to pay the Secured
Obligations, Borrower shall not enter into any such control agreement or
execute, file or authorize to be filed in any public office any financing
statement (or similar statement or instrument of registration under the law of
any jurisdiction) or statements relating to the Pledged Collateral; and

          (iv) is not aware of any judgment liens or tax liens against Borrower.

     (d) Perfection. All of the Securities are U.S. Obligations. Borrower has
taken or caused, or authorized and directed, other Persons to take all actions
necessary to effect the creation and perfection of Lender's security interest in
the Securities and other Pledged Collateral. This Agreement, together with the
book entries described in Section 6(f) below and any other actions taken with
respect to the Pledged Collateral pursuant to this Agreement, create a valid and
perfected first priority security interest in the Pledged Collateral in favor of
Lender pursuant to the Code, securing the Secured Obligations, and enforceable
as such as against creditors of and purchasers from Borrower, subject to
bankruptcy, insolvency and other similar laws affecting the rights of creditors
generally.


                                       8


     (e) Actions With Respect to Securities. Borrower shall cause the Securities
to be credited to Intermediary's Participant's Securities Account maintained at
the Federal Reserve Bank at which Intermediary maintains a Participant's
Securities Account, and to be identified on the records of such Federal Reserve
Bank as being held for the sole and exclusive account of Intermediary. Borrower
does hereby (i) direct Intermediary to credit by book-entry such Securities to
the Pledged Collateral Account and hold the same for the sole and exclusive
account of Lender pursuant to the Defeasance Documents, and (ii) direct
Intermediary to send a written confirmation to Lender that Intermediary has so
credited the Securities to such Pledged Collateral Account and is holding the
Securities for the sole and exclusive account of Lender in accordance with the
terms of the Defeasance Documents. Borrower hereby agrees that Intermediary is
the Securities Intermediary at which the Pledged Collateral Account of Lender is
maintained. Borrower hereby directs Intermediary to comply with all Entitlement
Orders of Lender with respect to the Pledged Collateral.

     (f) Pledged Collateral. The list of the Securities is complete and
accurate, and all of the Securities are Book-Entry Securities. If the Securities
include securities identified as obligations of FHLMC or FNMA, they are direct
debt obligations of such agency, and if the Securities include securities
identified as obligations of REFCO, they are interest-only strips that are
direct obligations of REFCO. On the date hereof all information set forth herein
(including the exhibits hereto) and, to the best of Borrower's knowledge, in the
Accountant's Report (including the Schedules thereto), or otherwise provided to
Lender by Borrower, is accurate and complete in all material respects. None of
the Securities is subject to prepayment call or early redemption; and all of the
Securities are payable in United States Dollars.

     (g) Single Purpose Entity. Borrower is a Single Purpose Entity, and
Borrower shall continue to be a Single Purpose Entity until the earlier of the
date on which (i) Borrower has transferred all of its right, title and interest
in the Pledged Collateral in accordance with the terms of the Defeasance
Documents, or (ii) all Secured Obligations have been paid in full and satisfied.

     (h) Litigation. There is no litigation or other proceeding against Borrower
pending or overtly threatened, by written communication to Borrower, wherein an
unfavorable decision (i) would affect Borrower's title to the Pledged
Collateral, or (ii) might reasonably result in a material adverse change in the
financial condition of Borrower or its ability to legally perform its
obligations under the Defeasance Documents.

     (i) Transfers. Borrower will not, until the earlier of the date on which
(i) Borrower has transferred all of its right, title and interest in the Pledged
Collateral in accordance with the terms of the Defeasance Documents, or (ii) all
Secured Obligations have been paid in full and satisfied: (x) sell, assign,
transfer, convey or otherwise dispose of, or (y) grant a security interest in,
pledge, lien, or otherwise encumber, any direct interest in Borrower, or more
than 49% of the indirect interests, in the aggregate, in Borrower, or in its
manager or managing member, without the prior written consent of Lender and the
Rating Agencies.


                                       9


Section 7. Intermediary Representations, Warranties and Covenants.

     Intermediary hereby represents, warrants and covenants that:

     (a) it is a Securities Intermediary and will, for so long as it remains
Intermediary at all times act in that capacity in connection with the Pledged
Collateral;

     (b) it is an Eligible Institution (as defined in the Account Agreement);

     (c) all of the Securities are U.S. Obligations;

     (d) the Securities have been credited to the Participant's Securities
Account maintained by Intermediary at the Federal Reserve Bank free and clear of
any liens, claims, interests or encumbrances;

     (e) the Pledged Collateral Account is, and will at all times be maintained
as, a Securities Account;

     (f) the Pledged Entitlements have been and will continue to be credited, by
accurate book entry, to and maintained in, the Pledged Collateral Account
maintained by Intermediary for the benefit of Lender, and Lender is the holder
of all Security Entitlements with respect to the Securities;

     (g) Lender has and shall continue to have "control" (as defined in Section
8-106 of the Code) over the Securities, the Pledged Entitlements and the other
Pledged Collateral;

     (h) it has received no actual notice of, and has no actual knowledge of,
any "adverse claim" (as defined in the Code) or lien or encumbrance as to the
Pledged Collateral (including, but not limited to, any claim, lien or
encumbrance in favor of the United States or any state) other than the lien
created under the Defeasance Documents;

     (i) each item of property (including, but not limited to, any item of
"investment property" (as defined under the Code), security instrument or cash,
and every Security Entitlement in any of the foregoing) credited to the Pledged
Collateral Account shall be treated by Intermediary as a Financial Asset subject
to this Agreement; and

     (j) without limitation of any of the foregoing, it shall comply with all
written Entitlement Orders originated by Lender without consent of Borrower or
any other Person, and has not accepted, and shall not accept, Entitlement Orders
from any Person other than Lender except as authorized in writing by Lender in
accordance with the Account Agreement.

Section 8. Covenants Concerning the Pledged Collateral.

     Intermediary and Borrower hereby covenant, each as to itself, that:

     (a) Waiver of Liens. It waives and releases, solely for the benefit of
Lender, any and all claim, lien, encumbrance or right of set off that it may now
or hereafter have against the Pledged Collateral or any portion thereof.


                                       10


     (b) Protection of Lender's Security. It shall not take any action that
impairs the rights of Lender in the Pledged Collateral or the perfection of the
security interests created hereunder.

     (c) Payments. So long as no Event of Default shall have occurred and be
continuing, all distributions, cash, interest, earnings, return of capital or
other payments made in respect of the Pledged Collateral shall be deposited in
the Pledged Collateral Account and utilized in accordance with the provisions of
the Defeasance Documents (which utilization shall include, without limitation,
the payment of scheduled installments due under the Note and the final payment
on the Optional Prepayment Date of the entire balance of the Mortgage Loan). At
all times, whether before or during the continuation of any Event of Default,
all rights to enforce and collect payments in respect of the Pledged Collateral
or to direct the disposition thereof shall be exercised exclusively by Lender
and the proceeds of any such exercise shall be applied to Borrower's obligations
under the Defeasance Documents. In the event that any payments in respect of the
Pledged Collateral are made directly to Borrower, Borrower shall hold such
amounts as agent and trustee for Lender, segregate all amounts received pursuant
thereto in a separate account and pay such amounts promptly to or as directed by
Lender.

     (d) Transfers or Liens. Except for the transfer of the Pledged Collateral
contemplated herein and in the Assumption Agreement, it shall not (i) sell,
convey, assign or otherwise dispose of, or grant any security interest, pledge,
covenant, lien, option, right or warrant or other encumbrance, whether junior or
senior to the interest of Lender with respect to any of the Pledged Collateral,
except to the extent Intermediary is permitted or required to transfer its
rights and obligations to a successor intermediary pursuant to Sections 4 and 7
of the Account Agreement, or (ii) create or, by its action or inaction, permit
to exist any lien upon or with respect to any Pledged Collateral, except for the
lien evidenced by this Agreement.

Section 9. Default; Remedies upon Default; Obtaining the Pledged Collateral upon
           Event of Default.

     (a) The occurrence and continuation of one or more of the following shall
constitute an "Event of Default" hereunder:

          (i) Any default in the payment when due of any principal of or
     interest on the Mortgage Loan, including the payment of the entire balance
     of the Mortgage Loan due on the Optional Prepayment Date, or default in the
     payment when due of any other amount payable with respect to the Secured
     Obligations, beyond any notice, grace and cure periods, if any, provided in
     the Note other than any action or failure to act on the part of the
     Securities Intermediary, Lender or Servicer; or

          (ii) Any representation, warranty or certification made by any Person
     for the benefit of Lender in any Defeasance Document (or in any
     modification or supplement thereto), or in any certificate, report,
     financial statement or other item furnished to Lender in connection with
     this transaction shall prove to have been false or misleading in any
     material respect as of the time made or furnished and, if this shall be a
     result of conduct of a party other than Successor Borrower, such default
     results, or is likely, in Lender's reasonable determination to result, in a
     default under Section 9(a)(i); or


                                       11


          (iii) Any of the Defeasance Documents shall be rescinded (other than
     as a result of the termination of the Account Agreement by Lender) or
     declared null and void, or shall fail to create or perfect the liens,
     rights, powers and privileges purported to be created thereby (including a
     perfected security interest in and lien on all of the Pledged Collateral,
     subject to no equal or prior lien) and is not immediately reinstated or
     remedied, and, if this shall be a result of conduct of a party other than
     Successor Borrower, such default results, or is likely, in Lender's
     reasonable determination to result, in a default under Section 9(a)(i); or

          (iv) The Pledged Collateral or any part thereof or interest therein,
     or any direct interest in Successor Borrower, or more than 49% of the
     indirect interests, in the aggregate, in Successor Borrower or in its
     manager or managing member, becomes subject to any security interest,
     pledge, covenant, lien, or other encumbrance, whether junior or senior to
     the interest of Lender; or

          (v) The Pledged Collateral or any part thereof or interest therein, or
     any direct interest in Successor Borrower, or more than 49% of the indirect
     interests, in the aggregate, in Successor Borrower or in its manager or
     managing member is sold, assigned, transferred, conveyed or otherwise
     disposed of or is the subject of any attempted sale, assignment, transfer
     or conveyance without written consent of Lender and the Rating Agencies; or

          (vi) Any party to the Defeasance Documents other than Lender shall
     default in the performance of any of the other obligations to Lender under
     the Defeasance Documents and such default shall continue unremedied for a
     period of thirty (30) days after notice thereof and, if this shall be a
     result of conduct of a party other than Borrower or Successor Borrower,
     such default results, or is likely, in Lender's reasonable determination to
     result, in a default under Section 9(a)(i); or

          (vii) Borrower (prior to the expiration of any preference period
     affecting the Pledged Collateral) or Successor Borrower shall admit in
     writing its inability to, or be generally unable to, pay its debts as such
     debts become due; or

          (viii) Borrower (prior to the expiration of any preference period
     affecting the Pledged Collateral) or Successor Borrower shall make a
     general assignment for the benefit of its creditors; or

          (ix) Borrower shall be terminated, dissolved or liquidated (as a
     matter of law or otherwise); or

          (x) Successor Borrower shall at any time cease to be a Single Purpose
     Entity in good standing in its state of organization; or

          (xi) A proceeding or case shall be commenced, with or without the
     application or consent of Borrower (prior to the expiration of any
     preference period affecting the Pledged Collateral) or Successor Borrower
     as debtor, seeking (A) such debtor's liquidation, reorganization,
     dissolution or winding-up, or the composition or readjustment of its debts,
     (B) the appointment of a trustee, receiver, custodian, liquidator or the
     like of such debtor for all or any part of its assets, (C) relief in


                                       12


     respect of such debtor under the United States Bankruptcy Code or (D)
     similar relief in respect of such debtor under any law relating to
     bankruptcy, insolvency, reorganization, winding-up, or composition or
     adjustment of debts, which proceeding or case is not dismissed within sixty
     (60) days after filing, and in any such proceeding in which Borrower is the
     debtor any claim shall be asserted that all or any portion of the Pledged
     Collateral is an asset of the debtor's estate, or any aspect of the
     transaction effected pursuant to the Defeasance Documents, or any exercise
     by Lender of its rights or remedies thereunder, is challenged, voided,
     rescinded or set aside, or is subject to any stay or injunction; or

          (xii) Borrower or Successor Borrower shall take any action that (A)
     causes any REMIC formed pursuant to the Pooling and Servicing Agreement to
     lose its status as a REMIC or (B) subjects any such REMIC to any tax under
     Chapter I, Subchapter M of the IRC.

     (b) If an Event of Default, which remains uncured after all applicable
grace periods, if any, shall have occurred and be continuing, then and in every
such case, Lender may, at its sole option, take any one or more or all of the
following actions:

          (i) instruct the Obligor or Obligors on the Securities or any
     agreement, instrument or other obligation constituting Pledged Collateral
     to make any payment required by the terms of such instrument, agreement or
     obligation directly to Lender or as directed by Lender;

          (ii) cause all book entries in the records of Intermediary with
     respect to the Securities to be changed or modified to show Lender or a
     designee of Lender as the record owner of the Securities;

          (iii) exercise all the rights and remedies of a secured party under
     the Code with respect to the Pledged Collateral;

          (iv) seek specific performance of, or enjoin actions in violation of,
     any party's obligations to Lender under the Defeasance Documents; and

          (v) exercise all other available rights, privileges and remedies, at
     law or in equity, with respect to the Pledged Collateral, and may exercise
     such rights and remedies either in the name of Lender or in the name of
     Borrower for the use and benefit of Lender to the fullest extent permitted
     by applicable law.

     (c) The proceeds of the exercise by Lender of any remedy hereunder shall be
paid to Lender and applied, in such order of priority and amounts as Lender in
its discretion shall deem proper, to the payment of all costs and expenses of
any suit and of all proper compensation, expenses, liabilities and advances,
including expenses and attorneys' fees, owed to, incurred by or made by Lender
and all taxes, assessments or liens superior to the lien hereof; to the payment
of all amounts due and owing in respect of the Secured Obligations; to the
payment of the expenses of the Lender or Servicer or any other party to the
Pooling and Servicing Agreement with respect to its obligations thereunder and
the fees or expenses of any party to the Defeasance Documents (other than
Borrower or Successor Borrower) to the extent the same is permitted in such
Defeasance Documents; and the balance, if any, to Borrower or to another Person
lawfully entitled thereto as determined by a court of competent jurisdiction.


                                       13


     (d) The parties acknowledge and agree that the Securities are sold on a
recognized market and, accordingly, Lender need not furnish Borrower with notice
of its intention to sell the Securities. If, however, applicable law requires
such notice, then upon the occurrence and during the continuance of an Event of
Default, Lender may, upon ten (10) business days' prior written notice to
Borrower of the time and place (except as provided to the contrary in the final
sentence of this paragraph), sell, assign or otherwise dispose of all or any
part of the Pledged Collateral or any part thereof that shall then be in, or
shall thereafter come into, the possession, custody or control of Lender or any
of its agents, at such place or places as Lender deems appropriate, and for cash
or for credit or for future delivery, at public or private sale, without demand
of performance or notice of intention to effect any such disposition or of the
time or place thereof (except such notice as is required above or required by
applicable statute, and cannot be waived), and Lender or anyone else may be the
purchaser, assignee or recipient of any or all of the Pledged Collateral so
disposed of at any public sale (or, to the extent permitted by law, at any
private sale) and thereafter hold the same absolutely, free from any claim or
right of any kind, including any right of equity of redemption (statutory or
otherwise) of Borrower, and Borrower hereby expressly waives and releases any
such demand of performance, notice (other than the notice set forth above and
any non-waivable statutory notice) and right of equity of redemption. Lender
may, without notice or publication, adjourn any public or private sale or cause
the same to be adjourned from time to time by announcement at the time and place
fixed for the sale, and such sale may be made at any time or place to which the
sale may be so adjourned.

The proceeds of each collection, sale or other disposition under this Section
9(d) shall be applied in accordance with Section 9(c) hereof.

     (e) Private Sale. Lender shall incur no liability as a result of the sale
of the Pledged Collateral, or any part thereof, at any private sale pursuant to
Section 9(d) hereof conducted in a commercially reasonable manner and in
accordance with the Code. Borrower hereby waives any claims against Lender
arising by reason of the fact that the price at which the Pledged Collateral may
have been sold at any such private sale was less than the price that might have
been obtained at a public sale or was less than the aggregate amount of the
Secured Obligations, even if Lender accepts the first offer received and does
not offer the Pledged Collateral to more than one offeree.

Section 10. No Waiver; Cumulative Remedies.

     (a) No failure on the part of Lender to exercise, no course of dealing with
respect to, and no delay on the part of Lender in exercising, any right, power
or remedy hereunder shall operate as a waiver thereof. No single or partial
exercise of any such right, power or remedy hereunder shall preclude any other
or further exercise thereof or the exercise of any other right, power or remedy.
The remedies herein provided are cumulative and are not exclusive of any
remedies provided at law or in equity.


                                       14


     (b) In the event Lender shall have instituted any proceeding to enforce any
right, power or remedy under this Agreement, and such proceeding shall have been
discontinued or abandoned for any reason or shall have been determined adversely
to Lender, then and in every such case, Borrower, Lender and each other party to
any of the Defeasance Documents shall be restored to their respective former
positions and rights hereunder with respect to the Pledged Collateral, and all
rights, remedies and powers of Lender shall continue as if no such proceeding
had been instituted.

Section 11. Lender May Perform; Lender Appointed Attorney-in Fact.

     If Borrower fails to do any act or thing that Borrower has covenanted to do
hereunder or if any warranty on the part of Borrower contained herein shall be
breached and such breach continues beyond any applicable grace or notice period,
Lender or Servicer may (but shall not be obligated to), upon prior written
notice to Borrower specifying the action to be taken, do the same or cause it to
be done or remedy any such breach, and may expend funds for such purpose. Any
and all amounts so expended by Lender or Servicer (including, but not limited
to, reasonable legal expenses and disbursements) shall be paid by Borrower
promptly upon demand therefor, with interest at the default rate specified in
the Note, during the period from the date on which such payment is made to and
including the date of repayment. Borrower hereby authorizes Lender and Servicer
and appoints Lender and Servicer as its attorneys-in-fact, with full authority
in the place and stead of Borrower and in the name of Borrower, or otherwise,
from time to time in Lender's or Servicer's reasonable discretion to take any
action and to execute any instrument which is consistent and in accordance with
the terms of this Agreement and the other Defeasance Documents and which Lender
or Servicer may deem reasonably necessary or advisable to accomplish the
purposes of this Agreement and the other Defeasance Documents. The foregoing
grant of authority is a power of attorney coupled with an interest and such
appointment shall be irrevocable for the term of this Agreement. Borrower hereby
ratifies all actions that such attorney shall lawfully take or cause to be taken
in accordance with this Section 11.

Section 12. Modification in Writing.

     This Agreement, 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 and signed by Borrower, Lender and with respect to Sections 6(e), 7, 8,
9(b), 12, 13, 14, 16, 22 and 25 of this Agreement, the Intermediary. Any
amendment, modification or supplement of or to any provision of this Agreement,
any waiver of any provision of this Agreement, and any consent to any departure
by Borrower from the terms of any provision of this Agreement shall be effective
only in the specific instance and for the specific purpose for which made or
given.

Section 13. Termination; Release.

     When all of the Secured Obligations have been satisfied, performed in full,
and released, this Agreement shall terminate. Upon termination of this Agreement
or any release of Pledged Collateral in accordance with the provisions of the
Defeasance Documents, Lender shall upon the request and at the sole cost and
expense of Borrower forthwith assign, transfer and deliver, and shall direct
Intermediary, to assign, transfer and deliver, to Borrower against receipt and
without express or implied recourse to or warranty by Lender (i) such of the


                                       15


Pledged Collateral to be released as may be in possession of Lender or
Intermediary and as shall not have been sold or otherwise applied pursuant to
the terms hereof, and (ii) proper instruments (including Code termination
statements) acknowledging the termination of this Agreement or the release of
the lien of the Pledged Collateral, as the case may be.

Section 14. Notices.

     All notices or other communications hereunder by any party to the other
party shall be in writing and shall be delivered by first class certified mail,
postage prepaid, return receipt requested or by nationally-recognized commercial
overnight courier. Such notices or communications shall be deemed to be received
by the addressee on the third (3rd) day following the day such notice is
deposited with the United States postal service first class certified mail,
postage prepaid, return receipt requested, or on the first (1st) business day
after deposit with such overnight courier, in either case addressed to the
Borrower Address, Lender Address or Intermediary Address, as applicable, for the
party to whom such notice is to be given, or to such other address as Borrower,
Lender or Intermediary, as the case may be, shall in like manner designate in
writing by prior written notice to the other parties hereto. Except where notice
is specifically required by this Agreement, the other Defeasance Documents or
applicable law, no notice to or demand on Borrower in any case shall entitle
Borrower to any other or further notice or demand in similar or other
circumstances.

Section 15. Continuing Security Interest; Assignment.

     This Agreement shall create a continuing security interest in the Pledged
Collateral and shall (i) be binding upon each party hereto and each of its
successors and assigns, and (ii) inure to the benefit of Lender and its
successors and assigns. Without limiting the generality of the foregoing clause
(ii), Lender may assign or otherwise transfer any of the Secured Obligations to
any other Person, and such other Person shall thereupon become vested with all
the benefits in respect thereof granted to Lender, herein or otherwise. Except
for the assignment to Successor Borrower contemplated by the terms and
conditions of the Assumption Agreement, Borrower shall not, without the written
consent of Lender and, if necessary, each Rating Agency that has issued a rating
of the Certificates, assign its rights under this Agreement.

Section 16. Governing Law; Venue.

     THE INTERMEDIARY AGREES THAT FOR ALL PURPOSES, INCLUDING SECTION 8-110(E)
OF THE CODE AND THE FEDERAL BOOK-ENTRY REGULATIONS, THE STATE OF NEW YORK SHALL
BE THE "SECURITIES INTERMEDIARY'S JURISDICTION" (AS DEFINED IN THE CODE AND THE
FEDERAL BOOK-ENTRY REGULATIONS).

     THIS AGREEMENT, THE CREATION, ATTACHMENT, PERFECTION, EFFECT OF PERFECTION
OR NON-PERFECTION AND PRIORITY OF THE RIGHTS AND INTERESTS OF LENDER IN THE
PLEDGED COLLATERAL, AND ALL OTHER RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAWS OF THE STATE, INCLUDING THE CODE AND INCLUDING NEW
YORK GENERAL OBLIGATIONS LAW SECTIONS 5-1401 AND 5-1402 BUT OTHERWISE WITHOUT
REGARD TO LAWS OF THE STATE CONCERNING CONFLICTS OF LAWS OR CHOICE OF FORUM.


                                       16


     BORROWER, LENDER AND INTERMEDIARY HEREBY IRREVOCABLY SUBMIT TO PERSONAL
JURISDICTION IN THE STATE AND TO THE NON-EXCLUSIVE JURISDICTION OF ANY NEW YORK
STATE OR FEDERAL COURT SITTING IN THE CITY OF NEW YORK OVER ANY SUIT, ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. JURISDICTION AND VENUE
OF ANY ACTION BROUGHT TO ENFORCE THIS AGREEMENT OR ANY OTHER DEFEASANCE DOCUMENT
OR ANY ACTION RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY OR THE
RELATIONSHIPS CREATED BY OR UNDER THE DEFEASANCE DOCUMENTS ("ACTION") SHALL, AT
THE ELECTION OF LENDER, BE IN (AND IF ANY ACTION IS ORIGINALLY BROUGHT IN
ANOTHER VENUE, THE ACTION SHALL AT THE ELECTION OF LENDER BE TRANSFERRED TO) A
STATE OR FEDERAL COURT OF APPROPRIATE JURISDICTION LOCATED IN THE STATE.
BORROWER, LENDER AND INTERMEDIARY HEREBY CONSENT AND SUBMIT TO THE PERSONAL
JURISDICTION OF THE COURTS OF THE STATE AND OF FEDERAL COURTS LOCATED IN THE
STATE IN CONNECTION WITH ANY ACTION AND HEREBY WAIVE ANY AND ALL PERSONAL RIGHTS
UNDER THE LAWS OF ANY OTHER STATE TO OBJECT TO JURISDICTION WITHIN THE STATE
RELATING TO ANY ACTION. BORROWER, LENDER AND INTERMEDIARY HEREBY WAIVE AND AGREE
NOT TO ASSERT, AS A DEFENSE TO ANY ACTION OR A MOTION TO TRANSFER VENUE OF ANY
ACTION, (I) ANY CLAIM THAT IT IS NOT SUBJECT TO SUCH JURISDICTION; (II) ANY
CLAIM THAT ANY ACTION MAY NOT BE BROUGHT AGAINST IT OR IS NOT MAINTAINABLE IN
THOSE COURTS OR THAT THIS AGREEMENT MAY NOT BE ENFORCED IN OR BY THOSE COURTS,
OR THAT IT IS EXEMPT OR IMMUNE FROM EXECUTION; (III) THAT THE ACTION IS BROUGHT
IN AN INCONVENIENT FORUM; OR (IV) THAT THE VENUE FOR THE ACTION IS IN ANY WAY
IMPROPER.

Section 17. Severability of Provisions.

     Any provision of this Agreement which is prohibited or determined by a
court of law to be 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 or
affecting the validity or enforceability of such provision in any other
jurisdiction.

Section 18. Execution in Counterparts.

     This Agreement and any amendments, waivers, consents or supplements to this
Agreement may be executed in any number of counterparts and by different parties
to this Agreement in separate counterparts, each of which when so executed and
delivered shall be deemed to be an original, but all such counterparts shall
constitute one and the same Agreement.

Section 19. Headings, Recitals; Exhibits.

     The Section headings used in this Agreement are for convenience of
reference only and shall not affect the construction of this Agreement, but the
Recitals herein and the Exhibits attached hereto are hereby incorporated into
and made a part of this Agreement.


                                       17


Section 20. Entire Agreement; Successors and Assigns.

     This Agreement, together with those other agreements referenced herein,
constitutes the entire agreement and understanding of the parties to this
Agreement with respect to the matters and transactions contemplated by this
Agreement and supersedes all prior agreements and understandings whatsoever
relating to such matters and transactions. This Agreement shall be binding upon
and, subject to Section 15 above, shall inure to the benefit of the successors
and assigns of the parties to this Agreement.

Section 21. Limitation on Duty of Lender in Respect of Collateral.

     Beyond the exercise of reasonable care in the custody thereof, Lender shall
have no duty as to any Pledged Collateral in its possession or control or in the
possession or control of any agent or bailee or any income thereon or as to the
preservation of rights against prior parties or any other rights pertaining
thereto. Lender shall be deemed to have exercised reasonable care in the custody
and preservation of the Pledged Collateral in its possession if the Pledged
Collateral is accorded treatment substantially equal to that which Lender
accords its own property, and shall not be liable or responsible for any loss or
damage to any of the Pledged Collateral, or for any diminution in the value
thereof, by reason of the act or omission of any agent or bailee selected by
Lender in good faith.

Section 22. Indemnification.

     Borrower agrees to indemnify Lender, Intermediary and Servicer
(collectively, the "Indemnitees" and individually, an "Indemnitee") and hold
such Indemnitees harmless from and against any and all liabilities, losses,
damages, costs and expenses of any kind, including, without limitation, the
reasonable fees and disbursements of counsel, which may be incurred by any
Indemnitee in connection with any Indemnitee's actions hereunder or in
connection with any investigative, administrative or judicial proceedings
(whether or not such Indemnitee shall be designated a party thereto) relating to
or arising out of this Agreement, the Pledged Collateral or the other Defeasance
Documents (including, without limitation, any such proceeding by Borrower
against any Indemnitee or by any Indemnitee against Borrower); provided that no
Indemnitee shall have the right to be indemnified hereunder for its own
negligence or willful misconduct as determined by a court of competent
jurisdiction.

Section 23. Authority.

     Any Person executing this Agreement in a fiduciary or other representative
capacity represents that it has full power and authority to do so and that any
applicable or required court, company, partnership, corporate or other authority
has been duly and properly given and continues as of the date hereof.


                                       18


Section 24. Insufficient Funds.

     If, at any time the funds available in the Pledged Collateral Account are
insufficient to satisfy all obligations then due under the Note or under any
other Defeasance Document (other than any insufficiency resulting from the
failure of an Obligor to make timely payments with respect to the Securities),
Borrower shall, immediately upon receipt of written notice from Lender or
Intermediary, deposit into the Pledged Collateral Account, an amount sufficient
to pay the entire shortfall.

Section 25. Waiver of Trial by Jury.

     BORROWER, LENDER AND INTERMEDIARY EACH 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 MAY EXIST
WITH REGARD TO THIS AGREEMENT OR ANY DOCUMENT RELATED THERETO, OR ANY CLAIM,
COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF
RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER, LENDER
AND INTERMEDIARY, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND
EACH ISSUE AS TO WHICH A RIGHT TO TRIAL BY JURY WOULD OTHERWISE ACCRUE.
BORROWER, LENDER AND INTERMEDIARY EACH IS HEREBY AUTHORIZED TO FILE A COPY OF
THIS SECTION IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY EACH
OTHER.

                         [Signatures On Following Page]


                                       19


     IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed and delivered by its duly authorized officer as of the date first
above written.


BORROWER:                  GLIMCHER UNIVERSITY MALL LIMITED PARTNERSHIP,
                           a Delaware limited partnership

                           By:  Glimcher Tampa, Inc., a Delaware
                                corporation, its general partner

                                By:____________________________
                                Name: George A. Schmidt
                                Title: Executive Vice President


                     [Signatures continue on following page]




     IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed and delivered by its duly authorized officer as of the date first
above written.

                            LENDER:
                            -------

                            LASALLE BANK NATIONAL ASSOCIATION (f/k/a
                            LaSalle National Bank), as Trustee For Nomura
                            Asset Securities Corporation, Commercial
                            Mortgage Pass-Through Certificates, Series 1998-D6

                            By: Capmark Finance Inc., a California corporation,
                                its authorized agent

                                By: ___________________________SEAL]
                                Name: Jillian M. Brittin
                                Title: Vice President


                     [Signatures continue on following page]



Wells Fargo Bank, N.A., acting in its capacity as Securities Intermediary,
acknowledges its agreement to be bound by the provisions set forth in Sections
6(e), 7, 8, 9(b), 12, 13, 14, 16, 22 and 25 of this Defeasance Pledge and
Security Agreement, as of the date first written above.


                              WELLS FARGO BANK, N.A.,
                              a national banking association


                              By:_____________________________________
                              Name:___________________________________
                              Its:____________________________________



                                    EXHIBIT A
                                    ---------

                                   SECURITIES

EX-10.21

                                                                   Exhibit 10.21

                        DEFEASANCE ASSIGNMENT, ASSUMPTION
                              AND RELEASE AGREEMENT
                              ---------------------

     THIS DEFEASANCE ASSIGNMENT, ASSUMPTION AND RELEASE AGREEMENT, dated as of
December 22, 2006, (this "Agreement") made by and among GLIMCHER UNIVERSITY MALL
LIMITED PARTNERSHIP, a Delaware limited partnership ("Borrower"), SB NASC
1998-D6 HOLDINGS, LLC, a Delaware limited liability company ("Successor
Borrower"), LASALLE BANK NATIONAL ASSOCIATION (f/k/a LaSalle National Bank), as
Trustee for Nomura Asset Securities Corporation, Commercial Mortgage
Pass-Through Certificates, Series 1998-D6, as secured party (said Trustee and
its successors and assigns, "Lender"), CAPMARK FINANCE INC. ("Servicer"), and,
for the sole purpose of acknowledging the transactions effected by this
Agreement, WELLS FARGO BANK, N.A., as securities intermediary and custodian
("Intermediary").

                                    RECITALS:

     A. Nomura Asset Capital Corporation ("Original Lender"), made a loan in the
original principal amount of $64,898,546.00 (the "Mortgage Loan") to Borrower
pursuant to a Loan Agreement dated December 17, 1997 by and between Original
Lender and Borrower, as amended by that certain Amendment to Loan Agreement
dated March 26, 1998 (as amended, the "Loan Agreement"). The Mortgage Loan is
evidenced by a Promissory Note dated December 17, 1997, from Borrower and
payable to Original Lender (the "Note").

     B. The Mortgage Loan and Note are secured by, among other things, that
certain Mortgage, Assignment of Rents, Security Agreement and Fixture Filing
dated December 17, 1997 from Borrower to Original Lender recorded January 7,
1998 in Official Records Book 8861, Page 0466 for Hillsborough County, Florida
and that certain Assignment of Leases and Rents, dated December 17, 1997 and
recorded January 7, 1998 in Official Records Book 8861, Page 0527 for
Hillsborough County, Florida (together, the "Security Instrument") which grants
to Original Lender, among other things, a lien on the real and personal property
described in said Security Instrument (the "Mortgaged Property"). The Mortgage
Loan is further evidenced or secured by various other documents executed by
Borrower in favor of Original Lender (together with the Note, the Loan Agreement
and Security Instrument, the "Mortgage Loan Documents").

     C. Lender is the current holder of the Note and the other Mortgage Loan
Documents.

     D. Pursuant to the Mortgage Loan Documents, Borrower has directed Lender to
release the Mortgaged Property from the liens and security interests of the
Security Instrument and to release any other collateral or security previously
given by Borrower as security for the Mortgage Loan upon Borrower's defeasance
of the Mortgage Loan (the "Defeasance").

     E. Borrower is the legal and beneficial owner of the Securities (as
hereinafter defined). Pursuant to the Mortgage Loan Documents, and as a
condition precedent to Lender's obligation to release the Mortgaged Property
from the liens and security interests of the Security Instrument, Borrower has



granted to Lender, a security interest in the Pledged Collateral (as hereinafter
defined) in accordance with the terms and conditions of the Defeasance Pledge
and Security Agreement of even date herewith among Borrower, Lender, and
Intermediary (the "Pledge Agreement").

     F. In connection with the Pledge Agreement, Borrower, Lender, Intermediary,
and Servicer, have entered into the Defeasance Account Agreement of even date
herewith (the "Account Agreement"), pursuant to which Intermediary has
established and will maintain an account to hold the interests of Borrower and
Successor Borrower in the Pledged Collateral.

     G. Pursuant to the Mortgage Loan Documents, Borrower is required or
permitted to transfer and assign all of its obligations, rights and duties under
and to the Note and the other Defeasance Documents (as defined in the Pledge
Agreement), together with its right, title and interest in the Pledged
Collateral, to a successor entity established or designated in accordance with
the Mortgage Loan Documents.

     H. Successor Borrower has been established or designated as a Single
Purpose Entity (as defined in the Pledge Agreement) that will assume Borrower's
rights and obligations under the Defeasance Documents.

     I. Borrower desires to (i) obtain the release of the Mortgaged Property
from the lien of the Security Instrument and the other Mortgage Loan Documents,
(ii) transfer and assign its rights and obligations under the Note and the other
Defeasance Documents to Successor Borrower, and (iii) obtain a release of the
Borrower's rights and obligations under the Note, the Mortgage Loan Documents,
and the other Defeasance Documents as set forth in Section 5 herein. Successor
Borrower desires to assume Borrower's rights and obligations under the Note and
the Defeasance Documents to the extent provided herein, and acquire Borrower's
right, title and interest in and to the Pledged Collateral.

     NOW, THEREFORE, in consideration of the mutual covenants and promises of
the parties hereto and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

Section 1. Definitions.

     Each capitalized term used and not defined in this Agreement shall have the
meaning assigned to such term in the Pledge Agreement. The following terms shall
have the following meanings when used in this Agreement.

     "Entity" means a limited partnership.

     "Entity State" means the State of Delaware.

     "Servicer Address" means:

             c/o Capmark Finance Inc.
             200 Witmer Road
             Horsham, PA 19044
             Attn:  Loan Servicing/Loan #400029644


                                       2


     "Successor Borrower Address" means:

             SB NASC 1998-D6 Holdings, LLC
             235 Whitehorse Lane
             Kennett Square, PA 19348
             Attention: ____________

     "Successor Borrower Organization Name" means SB NASC 1998-D6 Holdings, LLC.

     "Successor Borrower Organization State" means the State of Delaware.

     "Successor Borrower Organizational Number" means ______.

     "Successor Borrower Tax Identification Number" means ________.

Section 2. Assignment of Secured Obligations and Securities.

     Effective as of the date hereof, Borrower hereby sells, transfers and
assigns to Successor Borrower, (a) the Secured Obligations, and all obligations,
rights, including, without limitation, any right to prepay the Loan, and duties
in, to and under, and subject to the terms of the Defeasance Documents, and (b)
all of Borrower's right, title and interest in and to the Pledged Collateral,
subject to the terms of the Defeasance Documents and to the rights of the Lender
and the obligations of the Intermediary pursuant to the Pledge Agreement and the
Account Agreement.

Section 3. Assumption of Mortgage Loan Obligations.

     (a) Successor Borrower, for good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, hereby assumes, and agrees to be
bound by and to perform and/or be deemed to have made, as applicable, each of
the Secured Obligations and all other covenants, agreements, representations and
warranties of Borrower under the Note, the Pledge Agreement, and the Account
Agreement, including, without limitation, assuming any rights and requirements
in the Note related to the prepayment of the Loan, first arising or accruing on
or after the date of the transfer of the Pledged Collateral to Successor
Borrower; provided, however, Successor Borrower shall not assume any obligations
(i) under Section 4 of the Pledge Agreement (with respect to the Securities
transferred to Successor Borrower on the date hereof), (ii) that arise as a
result of Borrower's failure to effect the initial perfection of Lender's
interest in the Pledged Collateral prior to the transfer of the Pledged
Collateral to Successor Borrower, (iii) that arise as a result of any
misrepresentation or misstatement made by Borrower in any of the Defeasance
Documents or otherwise made by Borrower in connection with the Defeasance, (iv)
that specifically relate to the use or operation of the Mortgaged Property to
the extent that provisions of the Mortgage Loan Documents have been incorporated


                                       3


into the Note, including, without limitation, any real-property related events
of default set forth in the Mortgage Loan Document, or (v) of any expenses that
may be due and payable under the Note or the Mortgage other than principal and
interest due under the Note, unless such other costs or expenses are
specifically identified and expressly assumed by the Successor Borrower herein.

     (b) Except as set forth in Section 3(c) below, Lender shall have no
recourse against, and Lender shall not enforce any monetary judgment with
respect to the Secured Obligations against, assets of Successor Borrower other
than the Pledged Collateral.

     (c) Notwithstanding the provisions of Section 3(b) above, Successor
Borrower (but not its members or managers) shall be personally liable for all
claims, demands, liabilities, deficiencies, losses, damages, judgments, costs,
and expenses, including without limitation reasonable attorneys fees and costs
of collection incurred, suffered or paid by Lender as a result of:

          (i) any representation, warranty or certification made by or on behalf
     of Successor Borrower for the benefit of Lender in any of the Defeasance
     Documents (or in any modification or supplement thereto), or in any
     certificate, report, financial statement or other item furnished to Lender
     by or on behalf of Successor Borrower in connection with the Defeasance
     having been false or misleading in any material respect as of the time made
     or furnished;

          (ii) the Pledged Collateral or any part thereof or interest therein
     becoming subject to any security interest, pledge, covenant, lien, or other
     encumbrance whether junior or senior to the interest of Lender as a result
     of any actions or inaction of Successor Borrower;

          (iii) the Pledged Collateral or any part thereof or interest therein
     being sold, assigned, transferred, conveyed or otherwise disposed of, or
     becoming the subject of any attempted sale, assignment, transfer or
     conveyance, by Successor Borrower, subject to the terms of Section 4(e) of
     the Account Agreement following payment of the Mortgage Loan;

          (iv) any of the Events of Default described in subsections (iv)
     through (xii) of Section 9(a) of the Pledge Agreement shall occur as a
     result of actions of Successor Borrower or circumstances relating to
     Successor Borrower; or

          (v) Successor Borrower's failure to immediately deposit into the
     Pledged Collateral Account an amount sufficient to pay any shortfall if, at
     any time, funds available in the Pledged Collateral Account (without taking
     into account reinvestment income) are insufficient to satisfy all
     obligations then due under the Note or under any of the other Defeasance
     Documents, including payment of the Mortgage Loan in full on the Optional
     Prepayment Date, other than any insufficiency resulting from the failure of
     an Obligor to make timely payments with respect to the Securities.


                                       4


     (d) Successor Borrower's assumption of the obligations of Borrower under
the Defeasance Documents as set forth above is limited to those obligations
arising on and after the date hereof, except that Successor Borrower expressly
assumes (i) liability under the Note for unpaid principal and interest accruing
on the Mortgage Loan from and after the first day of the interest accrual period
in which the Defeasance occurs, which amount shall be deposited by Borrower in
the Pledged Collateral Account on or before the date hereof and paid in
accordance with the provisions of the Account Agreement from the Pledged
Collateral Account, and (ii) any liability that may arise if the Securities are
insufficient to make timely payments in accordance with the Account Agreement
(other than any insufficiency resulting from the failure of an Obligor to make
timely payments with respect to the Securities).

     (e) On or before June 30th of each calendar year during the term of the
Mortgage Loan, and within thirty (30) days after written request from Lender,
Successor Borrower shall deliver to Lender a certification signed by an officer
or manager of Successor Borrower, certifying that such Person is familiar with
the activities and operations of Successor Borrower and Successor Borrower's
affiliates and all transactions entered into by Successor Borrower during the
preceding twelve months, and that, to such Person's knowledge, Successor
Borrower has (i) conducted itself as a Single Purpose Entity during such period,
(ii) filed all tax returns required to be filed during such period, and (ii)
paid all taxes due and payable during such period. If requested by Lender, each
such certification shall be accompanied by an original certificate of existence
or good standing issued by the Secretary of State of the Successor Borrower
Organization State dated not more than thirty (30) days prior to the date of
such certification.

     (f) In addition to the Lender's rights under the Mortgage Loan Documents,
Successor Borrower hereby grants to Lender and Servicer a power of attorney to
file any franchise or other administrative filings that may be required to
maintain Successor Borrower's good standing and legal existence in the event
Successor Borrower fails to do so (and such failure continues for 30 days after
Successor Borrower's receipt of written notice of such failure). The foregoing
grant of authority is a power of attorney coupled with an interest and such
appointment shall be irrevocable for the term of this Agreement. Any and all
losses, expenses and costs of any nature or kind whatsoever that may be paid or
incurred by the Lender or Servicer as a result of the Successor Borrower's
failure to maintain its good standing and legal existence are specifically
included within the Secured Obligations for which the Securities and any
proceeds thereof are pledged.

     (g) In addition to any other remedies that the Lender may have under the
Defeasance Documents, in the event of the failure of the Successor Borrower to
maintain its status as a Single Purpose Entity in good standing, the Successor
Borrower's failure to file all required tax returns and pay all taxes which it
owes, or the Successor Borrower's failure to file all forms and documents
required to maintain its separate legal existence (in each case, which failure
shall continue for 60 days after Successor Borrower's receipt of written notice
of such failure), Successor Borrower hereby agrees to the assumption of the
Mortgage Loan by, and the transfer of the Pledged Collateral to, a Single
Purpose Entity designated by Lender and hereby appoints Lender and Servicer as
attorneys in fact with power of attorney to effect such transfer and assumption.
The foregoing grant of authority is a power of attorney coupled with an interest
and such appointment shall be irrevocable for the term of this Agreement.


                                       5


     (h) Borrower acknowledges that Successor Borrower is (i) assuming the
Secured Obligations and the obligation to pay all fees and amounts due under the
Defeasance Documents first arising on or after the date hereof, including, but
not limited to, all fees and costs first arising on or after the date hereof
under Section 9 of the Account Agreement, (ii) assuming any rights and
requirements, if any, in the Defeasance Documents related to the prepayment of
the Mortgage Loan prior to the Optional Prepayment Date, and (iii) the owner of
all proceeds, if any, from the Pledged Collateral in excess of amounts due under
the Defeasance Documents.

Section 4. Acknowledgment of Lender.

     Subject to (a) the satisfaction or waiver of all conditions to the
Defeasance set forth in the Mortgage Loan Documents, and (b) the Defeasance
Documents, Lender hereby recognizes and consents to Borrower's transfer and
assignment to Successor Borrower of Borrower's rights in the Pledged Collateral
and its rights and obligations under the Defeasance Documents in accordance with
Section 2 above, and the assumption by Successor Borrower of Borrower's rights
in the Pledged Collateral and its rights and obligations under the Defeasance
Documents in accordance with Section 3 above.

Section 5. Release of Borrower.

     (a) In reliance upon the representations and warranties of Borrower set
forth in the Defeasance Documents, Lender (1) shall promptly release and
discharge the Mortgaged Property (and other interests subject to the lien of the
Mortgage Loan Documents) from the liens and security interest of the Security
Instrument and the other Mortgage Loan Documents, (2) authorizes Borrower to
terminate any UCC financing statements filed in connection with the Mortgage
Loan naming Borrower as debtor, and listing all or any portion of the Mortgaged
Property as collateral therein, and (3) hereby releases and discharges Borrower
and Guarantor from all claims, liabilities and obligations under the Mortgage
Loan Documents and the Defeasance Documents related to events first occurring or
arising after the transfer of the Pledged Collateral to Successor Borrower
(including, without limitation, a release and discharge of all obligations under
Section 24 of the Pledge Agreement, without regard for the date such obligations
may have first occurred or arose); provided, however, the Borrower and Guarantor
shall not be released from liability for any loss or damages suffered, or
expenses incurred, by Lender, Successor Borrower, or Intermediary as a result of
or established pursuant to a claim, liability or obligation:

          (i) arising from Borrower's obligations under Sections 4 or 5 of the
     Pledge Agreement that have not been expressly assumed by Successor Borrower
     under this Agreement;

          (ii) with respect to any representation, warranty or certification of
     Borrower or Guarantor under this Agreement, the Pledge Agreement, the
     Account Agreement, Waiver and Consent and the Defeasance Certificate or in
     any certificate, report, financial statement or other item delivered by or
     on behalf of Borrower in connection therewith (other than any certification
     set forth in the Accountant's Report delivered by or on behalf of Borrower)
     that was false or misleading in any material respect when made or
     delivered;


                                       6


          (iii) arising as a result of the transfer of, or the creation and
     perfection of the first priority lien on the Pledged Collateral being
     deemed void or voidable for any reason whatsoever, or arising as a result
     of any other payment made by Borrower or Guarantor in respect of amounts
     due under the Mortgage Loan Documents on or prior to the date hereof being
     recovered from the Lender by Borrower, its creditors, or any other Person
     for any reason whatsoever claiming by or through Borrower;

          (iv) for any other failure by Borrower to pledge the Pledged
     Collateral to Lender or take or authorize any action necessary to effect
     the first priority perfection of Lender's lien and security interest
     therein on or before the date hereof or to effectively transfer the Pledged
     Collateral to Successor Borrower in accordance with the Defeasance
     Documents;

          (v) arising under any environmental or hazardous materials indemnity
     agreement or any other indemnity obligation or other obligation set forth
     in the Mortgage Loan Documents that, by their terms, survive the release of
     the lien of the Security Instrument; or

          (vi) arising as a result of an Event of Default under the Pledge
     Agreement that results from circumstances relating to Borrower, or actions
     of Borrower, included in subsections (iii) through (viii), (xi) or (xii) of
     Section 9(a) of the Pledge Agreement.

     (b) Without limiting any other remedies Lender may have, upon the
occurrence of any Event of Default arising under the Mortgage Loan Documents or
the Defeasance Documents from any breach, act or omission of Borrower or
Guarantor prior to the date hereof, Lender shall be entitled to enforce all of
its remedies set forth in the Mortgage Loan Documents and the Defeasance
Documents against Borrower and Guarantor (but not against the Mortgaged
Property), but only to the extent of any actual losses or damages incurred by
Lender. Except as expressly set forth in this Section 5, Lender hereby releases
Borrower and Guarantor from their respective obligations under the Mortgage Loan
Documents and the Defeasance Documents.

Section 6. Release of Lender and Servicer.

     Borrower hereby covenants and agrees that: (i) from and after the date
hereof, Lender and Servicer may deal solely with Successor Borrower in all
matters relating to the Mortgage Loan (except in the case of matters in which
liability is to be asserted against Borrower or Guarantor); (ii) Lender and
Servicer have no further duty or obligation of any nature relating to the
Mortgage Loan or the Mortgage Loan Documents to Borrower (except that the
Servicer agrees to return to Borrower promptly following the date hereof any
escrows or reserves that it holds pursuant to the Mortgage Loan Documents); and
(iii) Borrower hereby releases Lender and Servicer, and each of their
predecessors-in-interest, together with all officers, directors, employees and
agents of each of the foregoing, from all claims, causes of action and
liabilities relating directly or indirectly to the Mortgage Loan, the Mortgaged
Property, the Mortgage Loan Documents and the Defeasance arising on or prior to
the date hereof, including any and all claims arising from or relating to
negotiations, demands, requests or exercise of remedies in connection with the
Mortgage Loan and the Defeasance (except for claims arising out of Lender or
Servicer's fraud, negligence or willful misconduct).


                                       7


Section 7. Representations and Warranties.

     (a) Borrower represents and warrants to the other parties hereto that, as
of the date hereof:

          (i) Borrower is an Entity duly organized, validly existing in good
     standing and in full force and effect under the laws of the Entity State;

          (ii) Borrower has full power, authority and legal right to enter into
     the Defeasance Documents and to pledge and grant to Lender a lien on, and
     security interest in, the Pledged Collateral pursuant to the Pledge
     Agreement. The Defeasance Documents have been duly authorized, executed and
     delivered by Borrower and constitute the legal, valid and binding
     obligation of Borrower, enforceable against Borrower in accordance with
     their terms except as may be limited by bankruptcy, insolvency, and similar
     laws affecting the rights of creditors generally;

          (iii) the execution and delivery of the Defeasance Documents by
     Borrower, the consummation of the Defeasance by Borrower, and the
     compliance by Borrower with the terms and provisions of the Defeasance
     Documents will not conflict with or result in a breach of, the
     organizational documents of Borrower, any applicable law or regulation, or
     any order, writ, injunction or decree of any court or Governmental
     Authority applicable to Borrower, or any agreement or instrument to which
     Borrower is a party or by which Borrower is bound or to which any of the
     Pledged Collateral is subject, or result in the creation or imposition of
     any lien upon any earnings or assets of Borrower pursuant to the terms of
     any such agreement or instrument;

          (iv) no authorization, consent, approval, license, qualification or
     formal exemption from, nor any filing, declaration or registration with,
     any court, Governmental Authority, or with any securities exchange or any
     other Person is required in connection with (i) the due execution, delivery
     or performance by Borrower of the Defeasance Documents, (ii) the assignment
     of, and the grant of a lien on (including the priority thereof), the
     Pledged Collateral by Borrower in the manner and for the purpose
     contemplated by the Defeasance Documents, or (iii) the exercise of the
     rights and remedies of Lender created hereby except those that have been
     obtained or made prior to or concurrently with the execution hereof;

          (v) except as set forth in the Waiver and Consent, all principal,
     interest and other amounts due and payable on or before the date hereof
     under the Defeasance Documents and the Mortgage Loan Documents have been
     paid;

          (vi) no non-monetary default has occurred and is continuing under any
     of the Mortgage Loan Documents beyond any applicable grace or notice
     period;

          (vii) the fair market value of the Mortgaged Property is greater than
     the fair market value of the Securities. Borrower has received reasonably
     equivalent value in exchange for the transfers contemplated by the
     Defeasance Documents;


                                       8


          (viii) Borrower has not incurred any indebtedness other than (A) the
     Mortgage Loan, (B) indebtedness expressly permitted by the Mortgage Loan
     Documents, and (C) indebtedness, if any, associated with the refinancing of
     the Mortgage Loan in connection with the Defeasance;

          (ix) the pledge of the Securities to Lender and transfer of the
     Securities to Successor Borrower are not done in contemplation of
     insolvency or bankruptcy or with an intent to hinder, delay or defraud any
     of Borrower's creditors;

          (x) Borrower is not insolvent immediately prior to its execution of
     this Agreement and is not being rendered insolvent by the pledge of the
     Securities to Lender and transfer of the Securities to Successor Borrower;

          (xi) the assets owned by Borrower, immediately after giving effect to
     the pledge of the Securities to Lender and transfer of the Securities to
     Successor Borrower, represent an amount of capital that is not unreasonably
     small for the business in which Borrower is engaged, and Borrower does not
     intend to engage in any other business for which such capital would be
     unreasonably small;

          (xii) at the time of the pledge of the Securities to Lender and
     transfer of the Securities to Successor Borrower, Borrower does not intend
     to, or believe that it will, incur debts that would be beyond its ability
     to pay as such debts matured;

          (xiii) the Mortgage Loan Documents do not contain provisions requiring
     Borrower to make any scheduled payments that by their terms would be
     payable on or after the date of the closing of the Defeasance, other than
     scheduled payments of principal and interest under the Note, including
     annual surveillance fees of rating agencies, servicing and trustees fees
     with respect to securitization of the Mortgage Loan, except such payments
     as have been specifically identified by Borrower and either (a) expressly
     assumed by Successor Borrower under the Defeasance Documents, or (b) paid
     in full in advance by Borrower in connection with the closing of the
     Defeasance; and

          (xiv) Borrower's purpose in entering into the Defeasance is to
     facilitate a sale of the Mortgaged Property or other customary commercial
     transaction and not as part of an arrangement to collateralize the REMIC
     pool evidenced by the Certificates with obligations that are not real
     estate mortgages.

     (b) Successor Borrower represents, warrants and covenants to the other
parties hereto that:

          (i) Successor Borrower is a limited liability company, duly organized,
     validly existing and in good standing under the laws of the Successor
     Borrower Organization State. The name of the Successor Borrower indicated
     in the public records of the Successor Borrower Organization State is the
     Successor Borrower Organization Name. Successor Borrower has all requisite
     power and authority to carry on its business as now conducted and as
     proposed to be conducted, and to enter into and perform its obligations
     under this Agreement and the other Defeasance Documents;


                                       9


          (ii) the execution and delivery of this Agreement, the assumption of
     the Borrower's rights and obligations under the Pledge Agreement and the
     Account Agreement, and performance of all of Successor Borrower's rights
     and obligations thereunder, have been duly authorized by all necessary and
     appropriate action of Successor Borrower;

          (iii) no consent or approval of any person, entity, or Governmental
     Authority is required with respect to the execution and delivery of this
     Agreement by Successor Borrower or the consummation by Successor Borrower
     of the transactions contemplated thereby or the performance by Successor
     Borrower of its obligations under this Agreement and the other Defeasance
     Documents, except such consents or approvals as have already been obtained;
     (iv) this Agreement, the Pledge Agreement and the Account Agreement are the
     legal, valid and binding obligations of the Successor Borrower, enforceable
     against the Successor Borrower in accordance with their respective terms,
     except as may be limited by bankruptcy, insolvency, reorganization,
     moratorium, fraudulent conveyance or other similar laws of general
     applicability affecting the enforcement of creditors' rights;

          (v) the state of organization of Successor Borrower is the Successor
     Borrower Organization State, Successor Borrower's taxpayer identification
     number is Successor Borrower Tax Identification Number, and Successor
     Borrower's organizational identification number is Successor Borrower
     Organizational Number;

          (vi) since its formation, Successor Borrower has not changed its
     jurisdiction of organization. Successor Borrower shall not change the
     Successor Borrower Organization Name as it appears in the organizational
     documents on file in the Successor Borrower Organization State, or change
     the Successor Borrower Organization State until (A) it has given Lender not
     less than 30 days' prior written notice of its intention to do so, clearly
     describing the new name or jurisdiction, and (B) it has provided Lender
     with any information regarding the new name or jurisdiction as Lender may
     request; and if Successor Borrower intends to change the Successor Borrower
     Organization Name or change the Successor Borrower Organization State,
     Successor Borrower shall cooperate with Lender in taking all action
     required by Lender to maintain perfection, priority and validity of the
     lien of Lender in the Pledged Collateral granted by the Pledge Agreement;

          (vii) Successor Borrower has no notice or knowledge of any adverse
     claim, lien or encumbrance with respect to the Pledged Collateral;

          (viii) Successor Borrower is, has been since the date of its
     formation, and shall at all times continue to be, a Single Purpose Entity
     in good standing under the laws of the Successor Borrower Organization
     State;

          (ix) the proceeds of the Securities (without regard to reinvestment
     income) will be sufficient to make all regularly scheduled principal and
     interest payments required under the Defeasance Documents, assuming timely
     payments by each Obligor with respect to the Securities;


                                       10


          (x) Successor Borrower is not insolvent immediately prior to its
     execution of this Agreement and is not being rendered insolvent by the
     assumption of the Defeasance Documents;

          (xi) the assets owned by Successor Borrower immediately after giving
     effect to the assumption of the Defeasance Documents represent an amount of
     capital that is not unreasonably small for the business in which Successor
     Borrower is engaged, and Successor Borrower does not intend to engage in
     any other business for which such capital would be unreasonably small;

          (xii) at the time of the assumption of the Defeasance Documents,
     Successor Borrower does not intend to, or believe that it will, incur debts
     that would be beyond its ability to pay as such debts mature; and

          (xiii) Successor Borrower shall advance funds to cover any shortfall
     if at any time the funds available in the Pledged Collateral Account are
     insufficient to pay amounts then due with respect to the Secured
     Obligations, other than any shortfall resulting from the failure of an
     Obligor to make timely payments with respect to the Securities.

     (c) Intermediary acknowledges and confirms that any fees related to
investments in Default Permitted Investments or to wire transfers to the
Collection Account from the Pledged Collateral Account or to Successor Borrower
are included in fees that have already been paid to Intermediary.

Section 8. Conditions to Defeasance.

     Except as set forth on Schedule 1 of the Waiver and Consent, Borrower
represents, warrants and covenants that it has satisfied the conditions set
forth in the Mortgage Loan Documents required to effectuate the release of the
Mortgaged Property from the lien of the Security Instrument and the closing of
the Defeasance of the Mortgage Loan on the date hereof. Borrower has delivered
the Defeasance Certificate to Lender on the date hereof, and Borrower
acknowledges that Successor Borrower is relying upon such Defeasance
Certificate, and on the representations set forth herein, as a condition to
entering into this Agreement. Borrower further acknowledges and agrees that all
proceeds from the Pledged Collateral in excess of amounts due under the
Defeasance Documents will be the sole property of Successor Borrower.

Section 9. Modifications.

     This Agreement, and any provisions hereof, may not be modified, amended,
waived, extended or changed (collectively, hereinafter a "Modification"), orally
or by an act or failure to act on the part of any party to this Agreement, but
only by an agreement in writing and signed by all of the parties to this
Agreement. Any Modification to this Agreement shall be effectively only in the
specific instance and for the specific purpose for which made or given.
Notwithstanding the foregoing, from and after the date hereof, any new agreement
pertaining to the Mortgage Loan or Modification of the Defeasance Documents may
be made solely by Successor Borrower and Lender, and shall not require the
consent or execution of Borrower, provided no such changes shall increase
Borrower's obligations or liabilities under the Mortgage Loan Documents or the
Defeasance Documents.


                                       11


Section 10. Approvals.

     As to itself, each of Borrower and Successor Borrower hereby represents and
warrants to Lender that such entity has obtained any and all third-party
approvals and consents required to be obtained in connection with the execution
and delivery of this Agreement and the performance of such entity's obligations
hereunder.

Section 11. Successors and Assigns.

     This Agreement applies to, inures to the benefit of, and binds all parties
hereto, their heirs, legatees, devisees, administrators, executors, and
permitted successors and assigns.

Section 12. Headings, Recitals; Exhibits.

     The Section headings used in this Agreement are for convenience of
reference only and shall not affect the construction of this Agreement, but the
Recitals herein and the Exhibits attached hereto are hereby incorporated into
and made a part of this Agreement.

Section 13. GOVERNING LAW; VENUE.

     THIS AGREEMENT AND ALL RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, THE LAWS OF THE STATE, INCLUDING THE CODE AND INCLUDING NEW YORK GENERAL
OBLIGATIONS LAW SECTIONS 5-1401 AND 5-1402 BUT OTHERWISE WITHOUT REGARD TO LAWS
OF THE STATE CONCERNING CONFLICTS OF LAWS OR CHOICE OF FORUM.

     BORROWER, LENDER, SUCCESSOR BORROWER, SERVICER AND INTERMEDIARY HEREBY
IRREVOCABLY SUBMIT TO PERSONAL JURISDICTION IN THE STATE AND TO THE
NON-EXCLUSIVE JURISDICTION OF ANY NEW YORK STATE OR FEDERAL COURT SITTING IN THE
CITY OF NEW YORK OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO THIS AGREEMENT. JURISDICTION AND VENUE OF ANY ACTION BROUGHT TO ENFORCE THIS
AGREEMENT OR ANY OF THE OTHER DEFEASANCE DOCUMENTS OR ANY ACTION RELATING TO THE
TRANSACTIONS CONTEMPLATED HEREBY OR THE RELATIONSHIPS CREATED BY OR UNDER THE
DEFEASANCE DOCUMENTS ("ACTION") SHALL, AT THE ELECTION OF LENDER, BE IN (AND IF
ANY ACTION IS ORIGINALLY BROUGHT IN ANOTHER VENUE, THE ACTION SHALL AT THE
ELECTION OF LENDER BE TRANSFERRED TO) A STATE OR FEDERAL COURT OF APPROPRIATE
JURISDICTION LOCATED IN THE STATE. BORROWER, LENDER, SUCCESSOR BORROWER,
SERVICER AND INTERMEDIARY HEREBY CONSENT AND SUBMIT TO THE PERSONAL JURISDICTION
OF THE COURTS OF THE STATE AND OF FEDERAL COURTS LOCATED IN THE STATE IN
CONNECTION WITH ANY ACTION AND HEREBY WAIVE ANY AND ALL PERSONAL RIGHTS UNDER


                                       12


THE LAWS OF ANY OTHER STATE TO OBJECT TO JURISDICTION WITHIN THE STATE FOR
PURPOSES OF ANY ACTION. BORROWER, LENDER, SUCCESSOR BORROWER, SERVICER AND
INTERMEDIARY HEREBY WAIVE AND AGREE NOT TO ASSERT, AS A DEFENSE TO ANY ACTION OR
A MOTION TO TRANSFER VENUE OF ANY ACTION, (I) ANY CLAIM THAT IT IS NOT SUBJECT
TO SUCH JURISDICTION; (II) ANY CLAIM THAT ANY ACTION MAY NOT BE BROUGHT AGAINST
IT OR IS NOT MAINTAINABLE IN THOSE COURTS OR THAT THIS AGREEMENT MAY NOT BE
ENFORCED IN OR BY THOSE COURTS, OR THAT IT IS EXEMPT OR IMMUNE FROM EXECUTION;
(III) THAT THE ACTION IS BROUGHT IN AN INCONVENIENT FORUM; OR (IV) THAT THE
VENUE FOR THE ACTION IS IN ANY WAY IMPROPER.

     INTERMEDIARY AGREES THAT FOR ALL PURPOSES, INCLUDING SECTION 8 110(E) OF
THE CODE AND THE APPLICABLE FEDERAL BOOK-ENTRY REGULATIONS, THE STATE SHALL BE
THE "SECURITIES INTERMEDIARY'S JURISDICTION" (AS DEFINED IN THE CODE).

Section 14. Entire Agreement.

     This Agreement, together with the other agreements referenced herein,
constitute the entire agreement and understanding of the parties to this
Agreement with respect to the matters and transactions contemplated by this
Agreement and supersede all other prior or concurrent oral or written letters,
agreements or understandings with respect to the matters set forth in this
Agreement.

Section 15. Full Force and Effect.

     Except as modified by this Agreement and the other Defeasance Documents,
the Mortgage Loan Documents shall remain unchanged and in full force and effect.

Section 16. Counterparts.

     This Agreement and any amendments, waivers, consents or supplements hereto
may be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed to be an original, but all such counterparts shall constitute one and the
same Agreement.

Section 17. WAIVER OF TRIAL BY JURY.

     BORROWER, LENDER, SUCCESSOR BORROWER, SERVICER AND INTERMEDIARY EACH 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 MAY EXIST WITH REGARD TO THIS AGREEMENT OR ANY DOCUMENT RELATED
THERETO, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION
THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND
VOLUNTARILY BY BORROWER, LENDER, SUCCESSOR BORROWER, SERVICER AND INTERMEDIARY
AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO
WHICH A RIGHT TO TRIAL BY JURY WOULD OTHERWISE ACCRUE. BORROWER, LENDER,
SUCCESSOR BORROWER, SERVICER AND INTERMEDIARY EACH IS HEREBY AUTHORIZED TO FILE
A COPY OF THIS SECTION IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER
BY EACH OTHER.


                                       13


Section 18. Notices.

     All notices or other communications given hereunder by any party to any
other party hereto shall be given in accordance with Section 14 of the Pledge
Agreement. All notices and other communications to Successor Borrower shall be
sent to the Successor Borrower at the Successor Borrower Address. All notices
and other communications to Servicer shall be sent to the Servicer at the
Servicer Address.



                         [Signatures On Following Page]


                                       14



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

BORROWER:                   GLIMCHER UNIVERSITY MALL LIMITED PARTNERSHIP,
                            a Delaware limited partnership

                            By: Glimcher Tampa, Inc., a Delaware corporation,
                                its general partner

                                By:_____________________________
                                Name: George A. Schmidt
                                Title: Executive Vice President


                       [SIGNATURES CONTINUE ON NEXT PAGE]



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

                           SUCCESSOR BORROWER:
                           -------------------

                           SB NASC 1998-D6 HOLDINGS, LLC, a Delaware
                           limited liability company

                           By: MM NASC 1998-D6, Inc., a Delaware
                               corporation, its managing member

                               By:__________________________
                               Name:  Scott Klein
                               Title:   President



                       [SIGNATURES CONTINUE ON NEXT PAGE]



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

                                LENDER:
                                -------

                                LASALLE BANK NATIONAL ASSOCIATION (f/k/a
                                LaSalle National Bank), as Trustee For
                                Nomura Asset Securities Corporation,
                                Commercial Mortgage Pass-Through
                                Certificates, Series 1998-D6

                                By: Capmark Finance Inc., a California
                                    corporation, its authorized agent

                                    By: __________________________SEAL]
                                    Name: Jillian M. Brittin
                                    Title: Vice President


                                SERVICER:
                                ---------

                                CAPMARK FINANCE INC., a California corporation


                                By:______________________________
                                Name: Jillian M. Brittin
                                Title: Vice President


                       [SIGNATURES CONTINUE ON NEXT PAGE]



WELLS FARGO BANK, N.A., in its capacity as Securities Intermediary and Custodian
(as defined in the Pledge Agreement) with respect to the Pledged Collateral,
acknowledges the terms and conditions of, and the transactions effected by, this
Defeasance Assignment, Assumption and Release Agreement, as of the date first
above written.


                                   WELLS FARGO BANK, N.A.,


                                   BY:_______________________________
                                   Name:_____________________________
                                   Title:____________________________

EX-10.60

                                                                   Exhibit 10.60



                              AMENDED AND RESTATED
                                CREDIT AGREEMENT



                          DATED AS OF December 14, 2006

                                      AMONG

                    GLIMCHER PROPERTIES LIMITED PARTNERSHIP,
                                   AS BORROWER

                                       AND

                          KEYBANK NATIONAL ASSOCIATION
                             AS ADMINISTRATIVE AGENT

                                       AND

                             KEYBANC CAPITAL MARKETS
                        AS LEAD ARRANGER AND BOOK MANAGER

                                       AND

                 EUROHYPO AG, NEW YORK BRANCH AND WACHOVIA BANK,
                              NATIONAL ASSOCIATION
                            AS CO-SYNDICATION AGENTS

                                       AND

                CHARTER ONE BANK, N.A. AND BANK OF AMERICA, N.A.
                           AS CO-DOCUMENTATION AGENTS

                                       AND

                               THE SEVERAL LENDERS
                        FROM TIME TO TIME PARTIES HERETO,
                                   AS LENDERS



                                TABLE OF CONTENTS

ARTICLE I DEFINITIONS.........................................................1


ARTICLE II THE CREDIT.........................................................17

   2.1     Generally..........................................................17
   2.2     Ratable and Non Ratable Advances...................................17
   2.3     Final Principal Payment............................................17
   2.4     Facility Fee.......................................................17
   2.5     Other Fees.........................................................18
   2.6     Minimum Amount of Each Advance.....................................18
   2.7     Optional Prepayments...............................................18
   2.8     Method of Selecting Types and Interest Periods for New Advances....18
   2.9     Conversion and Continuation of Outstanding Advances................19
   2.10    Changes in Interest Rate, Etc......................................19
   2.11    Rates Applicable After Default.....................................19
   2.12    Method of Payment..................................................20
   2.13    Notes; Telephonic Notices..........................................20
   2.14    Interest Payment Dates; Interest and Fee Basis.....................20
   2.15    Notification of Advances, Interest Rates and Prepayments...........21
   2.16    Swingline Advances.................................................21
   2.17    Lending Installations..............................................22
   2.18    Non-Receipt of Funds by the Administrative Agent...................22
   2.19    Replacement of Lenders under Certain Circumstances.................22
   2.20    Usury..............................................................23
   2.21    Increase in Aggregate Commitment...................................23
   2.22    Extension of Facility Termination Date.............................23

ARTICLE IIA  LETTER OF CREDIT SUBFACILITY.....................................24

   2A.1    Obligation to Issue................................................24
   2A.2    Types and Amounts..................................................24
   2A.3    Conditions.........................................................24
   2A.4    Procedure for Issuance of Facility Letters of Credit...............25
   2A.5    Reimbursement Obligations; Duties of Issuing Bank..................26
   2A.6    Participation......................................................26
   2A.7    Payment of Reimbursement Obligations...............................27
   2A.8    Compensation for Facility Letters of Credit........................28
   2A.9    Letter of Credit Collateral Account................................29

ARTICLE III CHANGE IN CIRCUMSTANCES...........................................29

   3.1     Yield Protection...................................................29
   3.2     Changes in Capital Adequacy Regulations............................30
   3.3     Availability of Types of Advances..................................30
   3.4     Funding Indemnification............................................30
   3.5     Taxes..............................................................31
   3.6     Lender Statements; Survival of Indemnity...........................32



ARTICLE IV CONDITIONS PRECEDENT...............................................33

   4.1     Initial Advance....................................................33
   4.2     Each Advance.......................................................34

ARTICLE V REPRESENTATIONS AND WARRANTIES......................................35

   5.1     Existence..........................................................35
   5.2     Authorization and Validity.........................................35
   5.3     No Conflict; Government Consent....................................35
   5.4     Financial Statements; Material Adverse Effect......................35
   5.6     Litigation and Guarantee Obligations...............................36
   5.7     Subsidiaries.......................................................36
   5.8     ERISA..............................................................36
   5.9     Accuracy of Information............................................36
   5.10    Regulation U.......................................................36
   5.11    Material Agreements................................................36
   5.12    Compliance With Laws...............................................37
   5.13    Ownership of Projects..............................................37
   5.14    Investment Company Act.............................................37
   5.15    Solvency...........................................................37
   5.16    Insurance..........................................................37
   5.17    REIT Status........................................................38
   5.18    Title to Property..................................................38
   5.19    Environmental Matters..............................................38
   5.20    Office of Foreign Asset Control....................................39

ARTICLE VI COVENANTS..........................................................39

   6.1     Financial Reporting................................................39
   6.2     Use of Proceeds....................................................40
   6.3     Notice of Default..................................................41
   6.4     Conduct of Business................................................41
   6.5     Taxes..............................................................41
   6.6     Insurance..........................................................41
   6.7     Compliance with Laws...............................................41
   6.8     Maintenance of Properties..........................................41
   6.9     Inspection.........................................................41
   6.10    Maintenance of Status..............................................42
   6.11    Dividends..........................................................42
   6.12    No Change in Control...............................................42
   6.13    Intentionally Omitted..............................................42
   6.14    Intentionally Omitted..............................................42
   6.15    Acquisitions and Investments.......................................42
   6.16    Liens..............................................................43
   6.17    Affiliates.........................................................43
   6.18    Intentionally Omitted..............................................43
   6.19    Variable Interest Indebtedness.....................................43
   6.20    Consolidated Net Worth.............................................44
   6.21    Indebtedness and Cash Flow Covenants...............................44


                                       ii


   6.22    Environmental Matters..............................................44
   6.23    Permitted Investments..............................................45
   6.24    Limitation on Unsecured Indebtedness...............................45
   6.25    Encumbrances.......................................................45

ARTICLE VII DEFAULTS..........................................................46

   7.1........................................................................46
   7.2........................................................................46
   7.3........................................................................46
   7.4........................................................................46
   7.5........................................................................46
   7.6........................................................................46
   7.7........................................................................46
   7.8........................................................................47
   7.9........................................................................47
   7.10.......................................................................47
   7.11.......................................................................47
   7.12.......................................................................47
   7.13.......................................................................47
   7.14.......................................................................47
   7.15.......................................................................47

ARTICLE VIII ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES...................48

   8.1     Acceleration.......................................................48
   8.2     Amendments.........................................................48
   8.3     Preservation of Rights.............................................49
   8.4     Insolvency of Borrower.............................................49

ARTICLE IX GENERAL PROVISIONS.................................................49

   9.1     Survival of Representations........................................49
   9.2     Governmental Regulation............................................49
   9.3     Intentionally Omitted..............................................49
   9.4     Headings...........................................................49
   9.5     Entire Agreement...................................................50
   9.6     Several Obligations; Benefits of this Agreement....................50
   9.7     Expenses; Indemnification..........................................50
   9.8     Numbers of Documents...............................................50
   9.9     Accounting.........................................................50
   9.10    Severability of Provisions.........................................50
   9.11    Nonliability of Lenders............................................51
   9.12    CHOICE OF LAW......................................................51
   9.13    CONSENT TO JURISDICTION............................................51
   9.14    WAIVER OF JURY TRIAL...............................................51

ARTICLE X THE ADMINISTRATIVE AGENT............................................51

   10.1    Appointment........................................................51
   10.2    Powers.............................................................52


                                       iii


   10.3    General Immunity...................................................52
   10.4    No Responsibility for Loans, Recitals, etc.........................52
   10.5    Action on Instructions of Lenders..................................52
   10.6    Employment of Agents and Counsel...................................53
   10.7    Reliance on Documents; Counsel.....................................53
   10.8    Administrative Agent's Reimbursement and Indemnification...........53
   10.9    Rights as a Lender.................................................53
   10.10   Lender Credit Decision.............................................54
   10.11   Successor Administrative Agent.....................................54
   10.12   Notice of Defaults.................................................54
   10.13   Requests for Approval..............................................54
   10.14   Defaulting Lenders.................................................55

ARTICLE XI SETOFF; RATABLE PAYMENTS...........................................55

   11.1    Setoff.............................................................55
   11.2    Ratable Payments...................................................55

ARTICLE XII BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS.................56

   12.1    Successors and Assigns.............................................56
   12.2    Participations.....................................................56
   12.3    Assignments........................................................57
   12.4    Dissemination of Information.......................................58
   12.5    Tax Treatment......................................................58

ARTICLE XIII NOTICES..........................................................58

   13.1    Giving Notice......................................................58
   13.2    Change of Address..................................................58

ARTICLE XIV...................................................................58

PATRIOT ACT...................................................................58

ARTICLE XV COUNTERPARTS.......................................................59

EXHIBIT A         FORM OF NOTE
EXHIBIT B         COMPLIANCE CERTIFICATE
EXHIBIT C         ASSIGNMENT AGREEMENT
EXHIBIT D         GUARANTY
EXHIBIT E         BORROWER'S COUNSEL OPINION LETTER
EXHIBIT G         AMENDMENT REGARDING INCREASE

SCHEDULE 5.6      LITIGATION
SCHEDULE 5.7      SUBSIDIARIES OF GPLP
SCHEDULE 5.13     EXCEPTIONS TO OWNERSHIP FREE OF UNPERMITTED LIENS
SCHEDULE 5.19     ENVIRONMENTAL MATTERS
SCHEDULE 6.25     EXISTING INDEBTEDNESS SECURED BY PLEDGE OF STOCK OR
                  OTHER OWNERSHIP INTERESTS


                                       iv


                      AMENDED AND RESTATED CREDIT AGREEMENT

     This Amended and Restated Credit Agreement, dated as of December 14, 2006,
is among Glimcher Properties Limited Partnership, a limited partnership
organized under the laws of the State of Delaware (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. The Borrower is primarily engaged in the business of purchasing, owning,
operating, leasing and managing retail properties.

     B. The Borrower, the Administrative Agent and certain other lenders have
entered into a Credit Agreement with Borrower dated as of October 17, 2003, as
amended by a First Amendment thereto dated as of December, 2003, as further
amended by a Second Amendment thereto dated as of September 30, 2004 and further
amended by an Amended and Restated Credit Agreement thereto dated August 22,
2005 (the "Existing Agreement").

     C. The Borrower has requested that the Lenders and the Administrative Agent
amend and restate the Existing Agreement in its entirety and enter into this
Amended and Restated Credit Agreement (the "Credit Agreement"). 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 I

                                   DEFINITIONS
                                   -----------

     As used in this Agreement:

     "ABR Applicable Margin" means zero.

     "Acquisition" means any transaction, or any series of related transactions,
consummated on or after the date of this Agreement, by which the Borrower or any
of its Subsidiaries (i) acquires any going business or all or substantially all
of the assets of any firm, corporation or division thereof, whether through
purchase of assets, merger or otherwise or (ii) directly or indirectly acquires
(in one transaction or as the most recent transaction in a series of
transactions) at least a majority (in number of votes) of the securities of a
corporation which have ordinary voting power for the election of directors
(other than securities having such power only by reason of the happening of a
contingency) or a majority (by percentage or voting power) of the outstanding
partnership interests of a partnership.

     "Adjusted Annual EBITDA" shall mean, as of the date of calculation, an
annualized amount determined by taking the Consolidated Net Income for the
twelve (12) most recent months for which financial results have been reported,
as adjusted by (a) adding or deducting for, as appropriate, any adjustment made



under GAAP for straight lining of rents, gains or losses from sales of assets,
impairment and other non-cash charges, accrued distributions to owners of
minority interests, other extraordinary items, interest, income taxes, real
estate related depreciation expense and real estate amortization expense
(including the Glimcher Percentage of such deductions and such adjustments made
under GAAP); (b) deducting an annual capital reserve amount equal to the
aggregate of (i) $0.15 per square foot times the gross leaseable area of
Projects (excluding New Developments) owned by the Glimcher Group at the end of
such period, (ii) $0.10 per square foot times the gross leaseable area of New
Developments owned by the Glimcher Group at the end of such period, (iii) the
product of (A) the Glimcher Percentage multiplied by (B) $0.15 per square foot
times the gross leaseable area of Projects (excluding New Developments) owned by
Joint Ventures at the end of such period, and (iv) the product of (A) the
applicable Glimcher Percentage multiplied by (B) $0.10 per square foot times the
gross leaseable area of New Developments owned by Joint Ventures at the end of
such period.

     "Adjusted Funds From Operations" shall mean Funds From Operations less
Preferred Dividends, adjusted for impairment and other non-cash charges.

     "Adjusted Leverage EBITDA" means, for any period, Adjusted Annual EBITDA
for such period (i) less that portion of positive Net Operating Income
attributable to any Projects sold during the 12 month period to which such
positive Net Operating Income applies, (ii) less that portion of positive Net
Operating Income attributable to any Projects acquired during such 12 month
period and (iii) plus an amount calculated by annualizing the Consolidated Group
Pro Rata Share of the actual Net Operating Income of any Projects acquired by an
Investment Affiliate during such period, calculated as if they were owned for
the entire 12 month period.

     "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 a borrowing hereunder consisting of the aggregate amount of
the several Loans made by one or more of the Lenders to the Borrower of the same
Type and, in the case of LIBOR Rate Advances, for the same LIBOR Interest
Period, including Swingline Advances.

     "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
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, as of any date, the aggregate of the
then-current Commitments of all the Lenders, which is, as of the Agreement
Execution Date, $470,000,000, as such amount may be increased from time to time
pursuant to Section 2.21.

     "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.


                                       2


     "Allocated Facility Amount" means, at any time, the sum of all then
outstanding Advances and Facility Letter of Credit Obligations.

     "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.

     "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 Borrower, acting singly.

     "Borrower" means Glimcher Properties Limited Partnership, a limited
partnership organized under the laws of the State of Delaware, and its
successors and assigns.

     "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.

     "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.

     "Capitalization Rate" means seven and one-half percent (7.5%).

     "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.


                                       3


     "Cash Equivalents" means, as of any date:

          (i)  securities issued or directly and fully guaranteed or insured by
               the United States Government or any agency or instrumentality
               thereof having maturities of not more than one year from such
               date;

          (ii) mutual funds organized under the United States Investment Company
               Act rated AAm or AAm-G by S&P and P-1 by Moody's;

          (iii) certificates of deposit or other interest-bearing obligations of
               a bank or trust company which is a member in good standing of the
               Federal Reserve System having a short term unsecured debt rating
               of not less than A-1 by S&P and not less than P-1 by Moody's (or
               in each case, if no bank or trust company is so rated, the
               highest comparable rating then given to any bank or trust
               company, but in such case only for funds invested overnight or
               over a weekend) provided that such investments shall mature or be
               redeemable upon the option of the holders thereof on or prior to
               a date one month from the date of their purchase;

          (iv) certificates of deposit or other interest-bearing obligations of
               a bank or trust company which is a member in good standing of the
               Federal Reserve System having a short term unsecured debt rating
               of not less than A-1+ by S&P, and not less than P-1 by Moody's
               and which has a long term unsecured debt rating of not less than
               A1 by Moody's (or in each case, if no bank or trust company is so
               rated, the highest comparable rating then given to any bank or
               trust company, but in such case only for funds invested overnight
               or over a weekend) provided that such investments shall mature or
               be redeemable upon the option of the holders thereof on or prior
               to a date three months from the date of their purchase;

          (v)  bonds or other obligations having a short term unsecured debt
               rating of not less than A-1+ by S&P and P-1+ by Moody's and
               having a long term debt rating of not less than A1 by Moody's
               issued by or by authority of any state of the United States, any
               territory or possession of the United States, including the
               Commonwealth of Puerto Rico and agencies thereof, or any
               political subdivision of any of the foregoing;

          (vi) repurchase agreements issued by an entity rated not less than
               A-1+ by S&P, and not less than P-1 by Moody's which are secured
               by U.S. Government securities of the type described in clause (i)
               of this definition maturing on or prior to a date one month from
               the date the repurchase agreement is entered into;

          (vii) short term promissory notes rated not less than A-1+ by S&P, and
               not less than P-1 by Moody's maturing or to be redeemable upon
               the option of the holders thereof on or prior to a date one month
               from the date of their purchase; and


                                       4


          (viii) commercial paper (having original maturities of not more than
               365 days) rated at least A-1+ by S&P and P-1 by Moody's and
               issued by a foreign or domestic issuer who, at the time of the
               investment, has outstanding long-term unsecured debt obligations
               rated at least A1 by Moody's.

     "Change in Control" means (i) any change in the ownership of either Parent
Entity which results in more than twenty-five percent (25%) of 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.

     "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 Debt Service" means, for any period, without duplication, (a)
Consolidated Interest Expense for such period plus (b) the aggregate amount of
scheduled principal payments attributable to Consolidated Outstanding
Indebtedness (excluding optional prepayments and scheduled principal payments in
respect of any such Indebtedness which is not amortized through periodic
installments of principal and interest over the term of such Indebtedness)
required to be made during such period by any member of the Glimcher Group plus
(c) a percentage of all such scheduled principal payments required to be made
during such period by any Joint Venture on Indebtedness taken into account in
calculating Consolidated Interest Expense, equal to the Glimcher Percentage of
such principal payments required to be made by Joint Ventures related to
Indebtedness.

     "Consolidated Group" shall mean the Borrower, the Parent Entities and all
Subsidiaries which are consolidated with them for financial reporting purposes
under GAAP.

     "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 Interest Expense" means, for any period without duplication,
the amount of interest expense, excluding any non-cash interest expense and
capitalized interest, of the Glimcher Group and Glimcher Percentage for such
period attributable to Consolidated Outstanding Indebtedness during such period.

     "Consolidated Net Income" shall mean, for any period, net earnings (or
loss) after taxes (from continuing operations and discontinued operations) of
the Glimcher Group plus the applicable Glimcher Percentage of net earnings (or
loss) of all Joint Ventures for such period.


                                       5


     "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
Glimcher Group outstanding at such date, plus, without duplication (b) the
applicable Glimcher Percentage of all Indebtedness of each Joint Venture,
adjusted to eliminate increases or decreases arising from FAS-141 and excluding
traditional carve-outs relating to non-recourse debt obligations for both the
Glimcher Group and the Glimcher Percentage.

     "Construction in Progress" means, as of any date, the total construction
cost incurred of any Projects then under development and not yet open plus the
book value of all land not then included in Unimproved Land.

     "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 2.9.

     "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 2.11 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 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.


                                       6


     "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.

     "Facility Fee" is defined in Section 2.4.

     "Facility Fee Percentage" means, as of any date, either (a) 0.15% per annum
or (b) if at such time the LIBOR Applicable Margin is 1.40%, 0.20% per annum.

     "Facility Letter of Credit" means a Letter of Credit issued pursuant to
Article IIA of this Agreement.

     "Facility Letter of Credit Fee" is defined in Section 2A.8.

     "Facility Letter of Credit Obligations" means, as at the time of
determination thereof, all liabilities, whether actual or contingent, of the
Borrower with respect to Facility Letters of Credit, including the sum of (a)
the Reimbursement Obligations and (b) the aggregate undrawn face amount of the
then outstanding Facility Letters of Credit.

     "Facility Letter of Credit Sublimit" means $50,000,000.

     "Facility Termination Date" means December 13, 2009, which shall be the day
immediately prior to the third (3rd) anniversary of the Agreement Execution
Date, or if such day is not a Business Day the last Business Day immediately
preceding such day, as such date may be extended pursuant to Section 2.22
hereof.

     "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."

     "Fee Letter" is defined in Section 2.5.

     "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.

     "First Mortgage Receivable" means any Indebtedness owing to a member of the
Consolidated Group which is secured by a first-priority mortgage or deed of
trust on commercial real estate having a value in excess of the amount of such
Indebtedness and which has been designated by the Borrower as a "First Mortgage
Receivable" in its most recent compliance certificate.


                                       7


     "Fixed Charges" shall mean, for any period, the sum of (i) Consolidated
Debt Service, (ii) all dividends payable on account of preferred stock or
preferred operating partnership units of the Borrower or any other Person in the
Glimcher Group, (iii) all ground lease payments to the extent not deducted as an
expense in calculating Adjusted Annual EBITDA and (iv) plus Glimcher Percentage
payable by Joint Ventures with respect to items (ii) and (iii) above.

     "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.

     "Glimcher Group" means, collectively, the Borrower, the Parent Entities and
any Subsidiaries which are wholly-owned, in the aggregate, by the Borrower
and/or the Parent Entities.

     "Glimcher Percentage" means, with respect to any Joint Venture or any
member of the Consolidated Group that is not also a member of the Glimcher
Group, the percentage of the total equity interests held by the Glimcher Group,
in the aggregate, in such Joint Venture or such member determined by calculating
the percentage of the issued and outstanding stock, partnership interests or
membership interests in such Joint Venture or such member held by the Glimcher
Group in the aggregate.

     "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.

     "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


                                       8


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.

     "Guaranty" means the guaranty to be executed and delivered by Glimcher
Realty Trust and Glimcher Properties Corporation substantially in the form of
Exhibit D, as the same may be amended, supplemented or modified from time to
time.

     "Guarantors" means, as of any date, the Parent Entities then a party to the
Guaranty.

     "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
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.


                                       9


     "Issuance Date" is defined in Section 2A.4(a)(2).

     "Issuance Notice" is defined in Section 2A.4(c).

     "Issuing Bank" means, with respect to each Facility Letter of Credit, the
Lender which issues such Facility Letter of Credit. KeyBank shall be the sole
Issuing Bank.

     "Joint Venture" means any Investment Affiliate or any member of the
Consolidated Group that is not a member of Glimcher Group.

     "Joint Venture Project" means any Project owned by an Investment Affiliate
or any member of the Consolidated Group that is not a member of Glimcher Group
excluding, however, any such Projects that are classified as Construction in
Progress.

     "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 and the
Designated Lenders, if any, provided that the term "Lender" shall exclude each
such Designated Lender when used in the reference to the Commitments or terms
relating to the Commitments.

     "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.

     "Letter of Credit Collateral Account" is defined in Section 2A.9.

     "Letter of Credit Request" is defined in Section 2A.4(a).

     "LIBOR Applicable Margin" means, for any LIBOR Interest Period, the
percentage set forth below in accordance with the ratio of Consolidated
Outstanding Indebtedness to Total Asset Value as of the last day of the most
recent preceding fiscal quarter for which financial results have been reported,
which percentage shall change upon the date Administrative Agent has received a
compliance certificate as required by Section 6.1(v) from the Borrower as of the
end of such fiscal quarter in the form attached hereto as Exhibit B:

Consolidated Outstanding Indebtedness to
- ----------------------------------------
Total Asset Value                                        LIBOR Applicable Margin
- -----------------                                        -----------------------

Less than 50%                                                     0.95%
Greater than or equal to 50% but less than 55%                    1.05%
Greater than or equal to 55% but less than 60%                    1.15%
Greater than or equal to 60%                                      1.40%

     "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


                                       10


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
Administrative Agent'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.

     "Lien" means any lien (statutory or other), mortgage, pledge, negative
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 Guaranty, 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 Guarantors.

     "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.


                                       11


     "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.

     "Moody's" means Moody's Investors Service, Inc. and its successors.

     "Multiemployer Plan" means a Plan maintained pursuant to a collective
bargaining agreement or any other arrangement to which the Borrower 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).

     "Net Operating Income" means, with respect to any Project for any period,
"property rental and other income" (as determined by GAAP) attributable to such
Project accruing for such period (adjusted to eliminate the straightlining of
rents) minus the amount of all expenses (as determined in accordance with GAAP)
incurred in connection with and directly attributable to the ownership and
operation of such Project for such period, including, without limitation,
Management Fees and amounts accrued for the payment of real estate taxes and
insurance premiums, but excluding any general and administrative expenses
related to the operation of the Borrower or the Parent Entities, any interest
expense or other debt service charges and any non-cash charges such as
depreciation or amortization of financing costs. As used herein "Management
Fees", means, with respect to each Project for any period, an amount equal to
the greater of (i) actual management fees payable with respect thereto and (ii)
three percent (3%) per annum on the aggregate base rent and percentage rent due
and payable under leases at such Project.

     "New Developments" means, as of any date, a Project which has been open and
operating for less than four (4) full fiscal quarters of the Borrower.

     "Non-U.S. Lender" is defined in Section 3.5(iv).

     "Non-Recourse Indebtedness" means, with respect to any Person, Secured
Indebtedness for which the liability of such Person (except with respect to
fraud, Environmental Laws liability and other customary non-recourse "carve-out"
exceptions) either is contractually limited to collateral securing such
Indebtedness or is so limited by operation of law.


                                       12


     "One Day LIBOR Rate" means, with respect to Swingline Advances only, for
any day, the sum of (A) an interpolated rate, as determined by the Swingline
Lender in its sole discretion for such day, equal to the LIBOR Base Rate that
would apply to an Interest Period of one day plus (B) the LIBOR Applicable
Margin.

     "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 Acquisitions" are defined in Section 6.15.

     "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 Administrative Agent 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.


                                       13


     "Project" means any real estate asset owned by the Borrower or any of its
Subsidiaries or any Investment Affiliate, and operated or intended to be
operated as a retail property.

     "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.

     "Reimbursement Obligations" means at any time, the aggregate of the
Obligations of the Borrower to the Lenders, the Issuing Bank and the
Administrative Agent in respect of all unreimbursed payments or disbursements
made by the Lenders, the Issuing Bank and the Administrative Agent under or in
respect of the Facility Letters of Credit.

     "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.


                                       14


     "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.

     "Section" means a numbered section of this Agreement, unless another
document is specifically referenced.

     "Secured Indebtedness" means any Indebtedness which is secured by a Lien on
a Project, any ownership interests in any Person or any other assets which had,
in the aggregate, a value in excess of the amount of such Indebtedness at the
time such Indebtedness was incurred.

     "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.

     "S&P" means Standard & Poor's Ratings Group and its successors.

     "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 the Borrower.

     "Substantial Portion" means, with respect to the Property of the Borrower
and its Subsidiaries, Property which represents more than 10% of then-current
Total Asset Value.

     "Swingline Advances" means, as of any date, collectively, all Swingline
Loans then outstanding under this Facility.

     "Swingline Commitment" means the obligation of the Swingline Lender to make
Swingline Loans not exceeding $50,000,000, which is included in, and is not in
addition to, the Swingline Lender's total Commitment hereunder.

     "Swingline Lender" shall mean KeyBank, in its capacity as a Lender.

     "Swingline Loan" means a loan made by the Swingline Lender pursuant to
Section 2.16 hereof.

     "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.


                                       15


     "Total Asset Value" means, as of any date, (i) the Net Operating Income for
the most recent four (4) consecutive fiscal quarters of the Borrower for which
financial results have been reported attributable to Wholly-Owned Glimcher
Projects (excluding 100% of the Net Operating Income attributable to Projects
which have not been so owned for six (6) full fiscal quarters as of the end of
the most recent fiscal quarter for which financial results have been reported)
divided by the Capitalization Rate, plus (ii) 100% of cost for any such
Wholly-Owned Glimcher Projects first acquired during such six (6) fiscal quarter
period (including assumed Secured Indebtedness), plus (iii) the Glimcher
Percentage of Net Operating Income attributable to Joint Venture Projects for
the most recent four (4) consecutive fiscal quarters of the Borrower for which
financial results have been reported (excluding Net Operating Income
attributable to any such Projects which either have not been so owned for six
(6) fiscal quarters as of the end of such most recent fiscal quarter for which
financial results have been reported) divided by the Capitalization Rate, plus
(iv) the Glimcher Percentage of the price paid for any such Joint Venture
Projects first acquired by a Joint Venture during such six (6) fiscal quarter
period (including assumed Secured Indebtedness), plus (v) cash and Cash
Equivalents owned by the Glimcher Group as of the end of the most recent fiscal
quarter for which financial results have been reported, plus (vi) the Glimcher
Percentage of all cash and Cash Equivalents owned by Joint Ventures as of the
end of the most recent fiscal quarter financial results have been reported plus
(vii) Construction in Progress and Unimproved Land of the Glimcher Group, valued
in accordance with GAAP, plus (viii) the Glimcher Percentage of any Construction
in Progress and Unimproved Land of any other members of the Consolidated Group
or Investment Affiliates, valued in accordance with GAAP, plus (ix) First
Mortgage Receivables owned by the Glimcher Group, valued in accordance with
GAAP, plus (x) the Glimcher Percentage of First Mortgage Receivables owned by
any other members of the Consolidated Group and Investment Affiliates, valued in
accordance with GAAP.

     "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.

     "Unimproved Land" means, as of any date, any land which (i) is not
appropriately zoned for retail development, (ii) does not have access to all
necessary utilities or (iii) does not have access to publicly dedicated streets,
unless such land has been designated in writing by the Borrower in a certificate
delivered to the Agent as land that is reasonably expected to satisfy all such
criteria within six (6) months after such date.

     "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 Glimcher Project" means, as of any date, any Project then
wholly-owned by the Glimcher Group, in the aggregate.


                                       16


     "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.

     The foregoing definitions shall be equally applicable to both the singular
and plural forms of the defined terms.


                                   ARTICLE II

                                   THE CREDIT
                                   ----------

     2.1 Generally. Subject to the terms and conditions of this Agreement,
Lenders severally agree to make Advances through the Administrative Agent to
Borrower from time to time prior to the Facility Termination Date, and to
support the issuance of Facility Letters of Credit under Article 2A of this
Agreement, provided that the making of any such Advance or the issuance of such
Facility Letter of Credit will not:

          (i) cause the then-current Allocated Facility Amount to exceed the
     then-current Aggregate Commitment; or

          (ii) cause the then-current outstanding Swingline Advances to exceed
     the Swingline Commitment; or

          (iii) cause the then outstanding Facility Letters of Credit
     Obligations to exceed the Facility Letter of Credit Sublimit.

The Advances may be Swingline Advances, ratable Floating Rate Advances or
ratable LIBOR Rate Advances. Each Lender shall fund its Percentage of each such
Advance (other than a Swingline Advance) and no Lender will be required to fund
any amounts which, when aggregated with such Lender's Percentage of all other
Advances then outstanding and of all Facility Letter of Credit Obligations,
would exceed such Lender's then-current Commitment. This facility ("Facility")
is a revolving credit facility and, subject to the provisions of this Agreement,
Borrower may request Advances hereunder, repay such Advances and reborrow
Advances at any time prior to the Facility Termination Date.

     2.2 Ratable and Non Ratable Advances. Each 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 except for Swingline
Loans which shall be made by the Swingline Lender in accordance with Section
2.16. The ratable Advances may be Floating Rate Advances, LIBOR Rate Advances or
a combination thereof, selected by the Borrower in accordance with Sections 2.8
and 2.9.

     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 Facility Fee. The Borrower agrees to pay to the Administrative Agent
for the account of each Lender a facility fee (the "Facility Fee") equal to an
aggregate amount computed on a daily basis by multiplying the Facility Fee
Percentage applicable to such day times the Aggregate Commitment in effect on


                                       17


such day. The Facility Fee shall be due and payable in arrears on the first
Business Day of each calendar quarter and upon any termination of the Aggregate
Commitment in its entirety under Section 2.1 hereof.

     2.5 Other Fees. The Borrower agrees to pay all fees payable to the
Administrative Agent pursuant to the Borrower's letter agreement with the
Administrative Agent dated as of October 16, 2006 (the "Fee Letter").

     2.6 Minimum Amount of Each Advance. Each Advance shall be in the minimum
amount of $200,000; provided, however, that, subject to Section 2.1, any
Floating Rate Advance may be in the amount of the unused Aggregate Commitment.

     2.7 Optional Prepayments. The Borrower may, upon at least one (1) Business
Day's notice to the Administrative Agent, prepay the Advances, which notice
shall specify the date and amount of prepayment and whether the prepayment is of
LIBOR Rate Advances, Floating Rate Advances, Swingline Loans 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.

     2.8 Method of Selecting Types and Interest Periods for New Advances. The
Borrower shall select the Type of Advance and, in the case of each LIBOR Rate
Advance, the Interest Period applicable to each Advance from time to time. The
Borrower shall give the Administrative Agent irrevocable notice (a "Borrowing
Notice") in the form attached as Exhibit F 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, (ii) not later than noon Cleveland time, at least
three (3) Business Days before the Borrowing Date for each LIBOR Rate Advance,
and (iii) not later than noon Cleveland time on the same Business Day as the
Borrowing Date for each Swingline Advance of:

          (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, (ii) 2:00 p.m. (Cleveland time), in the case of Swingline
Advances or (iii) 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.


                                       18


     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.

     2.9 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 2.6,
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
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.

     2.10 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 2.9 to but excluding
the date it becomes due or is converted into a LIBOR Rate Advance pursuant to
Section 2.9 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.

     2.11 Rates Applicable After Default. Notwithstanding anything to the
contrary contained in Section 2.8 or 2.9, 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 made as,


                                       19


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.

     2.12 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
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.

     2.13 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.

     2.14 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, and upon any termination of the Aggregate Commitment in its
entirety under Section 2.1 hereof. Interest, Facility Letter of Credit Fees and
Facility Fees 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.


                                       20


     2.15 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

     2.16 Swingline Advances. In addition to the other options available to the
Borrower hereunder, the Swingline Commitment shall be available for Swingline
Advances subject to the following terms and conditions. Swingline Advances shall
be made available for same day borrowings provided that notice is given in
accordance with Section 2.8 hereof. All Swingline Advances shall bear interest
at the One Day LIBOR Rate. In no event shall the Swingline Lender be required to
fund a Swingline Advance if it would increase the total aggregate outstanding
Loans by Swingline Lender hereunder plus its Percentage of Facility Letter of
Credit Obligations to an amount in excess of the Swingline Lender's Commitment.
No Swingline Advance may be made to repay a Swingline Advance, but Borrower may
repay Swingline Advances from subsequent pro rata Advances hereunder. On the
fifth (5th) Business Day after such a Swingline Advance was made, if such
Swingline Advance has not been paid, each Lender irrevocably agrees to purchase
its Percentage of any Swingline Advance made by the Swingline Lender regardless
of whether the conditions for disbursement are satisfied at the time of such
purchase, including the existence of a Default hereunder provided that Swingline
Lender did not have actual knowledge of such Default at the time the Swingline
Advance was made and provided further that no Lender shall be required to have
total outstanding Loans plus its Percentage of Facility Letters of Credit exceed
its Commitment. Such purchase shall take place on the date of the request by
Swingline Lender so long as such request is made by noon (Cleveland time), and
otherwise on the Business Day following such request. All requests for purchase
shall be in writing. From and after the date it is so purchased, each such
Swingline Advance shall, to the extent purchased, (i) be treated as a Loan made
by the purchasing Lenders and not by the selling Lender for all purposes under
this Agreement and the payment of the purchase price by a Lender shall be deemed
to be the making of a Loan by such Lender and shall constitute outstanding
principal under such Lender's Note, and (ii) shall no longer be considered a
Swingline Advance except that all interest accruing on or attributable to such
Swingline Advance for the period prior to the date of such purchase shall be
paid when due by the Borrower to the Administrative Agent for the benefit of the
Swingline Lender and all such amounts accruing on or attributable to such Loans
for the period from and after the date of such purchase shall be paid when due
by the Borrower to the Administrative Agent for the benefit of the purchasing
Lenders. If prior to purchasing its Percentage of a Swingline Advance one of the
events described in Section 7.7 shall have occurred and such event prevents the
consummation of the purchase contemplated by preceding provisions, each Lender
will purchase an undivided participating interest in the outstanding Swingline
Advance in an amount equal to its Percentage of such Swingline Advance. From and
after the date of each Lender's purchase of its participating interest in a
Swingline Advance, if the Swingline Lender receives any payment on account
thereof, the Swingline Lender will distribute to such Lender its participating
interest in such amount (appropriately adjusted, in the case of interest
payments, to reflect the period of time during which such Lender's participating
interest was outstanding and funded); provided, however, that in the event that
such payment was received by the Swingline Lender and is required to be returned
to the Borrower, each Lender will return to the Swingline Lender any portion
thereof previously distributed by the Swingline Lender to it. If any Lender
fails to so purchase its Percentage of any Swingline Advance, such Lender shall
be deemed to be a Defaulting Lender hereunder.


                                       21


     2.17 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.

     2.18 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
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.

     2.19 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.


                                       22


     2.20 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.

     2.21 Increase in Aggregate Commitment. The Borrower shall also have the
right from time to time, provided no Default or Unmatured Default has occurred
and is then continuing, to increase the Aggregate Commitment up to a maximum of
$600,000,000 by either adding new lenders as Lenders (subject to the
Administrative Agent's prior written approval of the identity of such new
lenders) or obtaining the agreement, which shall be at such Lender's or Lenders'
sole discretion, of one or more of the then current Lenders to increase its or
their Commitments. The Administrative Agent's approval of any new lenders shall
not be unreasonably withheld or delayed. On the effective date of any such
increase, the Borrower shall pay to the Administrative Agent any amounts due to
it under the Fee Letter and to each lender providing such additional Commitment
the up-front fee agreed to by the Borrower. Such increases shall be evidenced by
the execution and delivery of an Amendment Regarding Increase in the form of
Exhibit G attached hereto by the Borrower, the Administrative Agent and the new
lender or existing Lender providing such additional Commitment, a copy of which
shall be forwarded to each Lender by the Administrative Agent promptly after
execution thereof. On the effective date of each such increase in the Aggregate
Commitment, the Borrower and the Administrative Agent shall cause the new or
existing Lenders providing such increase, by either funding more than its or
their Percentage of new Advances made on such date or purchasing shares of
outstanding Loans held by the other Lenders or a combination thereof, to hold
its or their Percentage of all Advances outstanding at the close of business on
such day. The Lenders agree to cooperate in any required sale and purchase of
outstanding Advances to achieve such result, provided that Borrower shall be
responsible for paying any amounts due under Section 3.4 to any Lender which
sells all or any portion of a Fixed Rate Advance on a date which is not the last
day of the Interest Period applicable thereto. In no event shall the Aggregate
Commitment exceed $600,000,000 without the approval of all of the Lenders.

     2.22 Extension of Facility Termination Date. The Borrower shall have one
(1) option to extend the Facility Termination Date for a period of one (1) year,
upon satisfaction of the following conditions precedent:

     (a) The Borrower shall provide Administrative Agent with written notice of
the Borrower's intent to exercise either such extension option not more than one
hundred eighty (180) and not less than sixty (60) days prior to the then-current
Facility Termination Date;


                                       23


     (b) As of the date of the Borrower's delivery of notice of its intent to
exercise an extension option, and as of the then-current Facility Termination
Date, no Default or Unmatured Default shall have occurred and be continuing and
the Borrower shall so certify in writing; and

     (c) On or before the then-current Facility Termination Date, the Borrower
shall pay to Administrative Agent for the benefit of the Lenders an extension
fee for any extension so exercised in an amount equal to 0.15% of the Aggregate
Commitment to be effective as of the first day of such extension.


                                   ARTICLE IIA

                          LETTER OF CREDIT SUBFACILITY
                          ----------------------------

     2A.1 Obligation to Issue. Subject to the terms and conditions of this
Agreement and in reliance upon the representations and warranties of the
Borrower herein set forth, the Issuing Bank hereby agrees to issue for the
account of the Borrower, one or more Facility Letters of Credit in accordance
with this Article IIA, from time to time during the period commencing on the
Agreement Effective Date and ending on a date sixty (60) days prior to the
then-current Facility Termination Date.

     2A.2 Types and Amounts. The Issuing Bank shall not have any obligation to:

          (i) issue any Facility Letter of Credit if the aggregate maximum
     amount then available for drawing under Letters of Credit issued by such
     Issuing Bank, after giving effect to the Facility Letter of Credit
     requested hereunder, shall exceed any limit imposed by law or regulation
     upon such Issuing Bank;

          (ii) issue any Facility Letter of Credit if, after giving effect
     thereto, (1) the then applicable Allocated Facility Amount would exceed the
     then current Aggregate Commitment, or (2) the Facility Letter of Credit
     Obligations would exceed the Facility Letter of Credit Sublimit; or

          (iii) issue any Facility Letter of Credit having an expiration date,
     or containing automatic extension provision to extend such date, to a date
     beyond the thirtieth (30th) day preceding the then-current Facility
     Termination Date.

     2A.3 Conditions. In addition to being subject to the satisfaction of the
conditions contained in Article IV hereof, the obligation of the Issuing Bank to
issue any Facility Letter of Credit is subject to the satisfaction in full of
the following conditions:

          (i) the Borrower shall have delivered to the Issuing Bank at such
     times and in such manner as the Issuing Bank may reasonably prescribe such
     documents and materials as may be reasonably required pursuant to the terms
     of the proposed Facility Letter of Credit (it being understood that if any
     inconsistency exists between such documents and the Loan Documents, the
     terms of the Loan Documents shall control) and the proposed Facility Letter
     of Credit shall be reasonably satisfactory to the Issuing Bank as to form
     and content;

          (ii) as of the date of issuance, no order, judgment or decree of any
     court, arbitrator or governmental authority shall purport by its terms to
     enjoin or restrain the Issuing Bank from issuing the requested Facility
     Letter of Credit and no law, rule or regulation applicable to the Issuing


                                       24


     Bank and no request or directive (whether or not having the force of law)
     from any governmental authority with jurisdiction over the Issuing Bank
     shall prohibit or request that the Issuing Bank refrain from the issuance
     of Letters of Credit generally or the issuance of the requested Facility
     Letter or Credit in particular; and

          (iii) there shall not exist any Default.

     2A.4 Procedure for Issuance of Facility Letters of Credit.

          (a) Borrower shall give the Issuing Bank and the Administrative Agent
at least three (3) Business Days' prior written notice of any requested issuance
of a Facility Letter of Credit under this Agreement (a "Letter of Credit
Request") and shall (i) immediately provide the Issuing Bank and the
Administrative Agent with a telecopy of the written notice required hereunder
which has been signed by an Authorized Officer or a telex containing all
information required to be contained in such written notice and (ii) promptly
provide the Issuing Bank and the Administrative Agent (in no event later than
the requested date of issuance) with the written notice required hereunder
containing the original signature of an authorized officer; such notice shall be
irrevocable, except as provided in Section 2A.4(b)(i) below, and shall specify:

     (1)  the stated amount of the Facility Letter of Credit requested (which
          stated amount shall not be less than $50,000);

     (2)  the effective date (which day shall be a Business Day) of issuance of
          such requested Facility Letter of Credit (the "Issuance Date");

     (3)  the date on which such requested Facility Letter of Credit is to
          expire (which day shall be a Business Day);

     (4)  the purpose for which such Facility Letter of Credit is to be issued;

     (5)  the Person for whose benefit the requested Facility Letter of Credit
          is to be issued; and

     (6)  any special language required to be included in the Facility Letter of
          Credit.

Such notice, to be effective, must be received by such Issuing Bank and the
Administrative Agent not later than noon (Cleveland time) on the last Business
Day on which notice can be given under this Section 2A.4(a).

          (b) Subject to the terms and conditions of this Article IIA and
provided that the applicable conditions set forth in Article IV hereof have been
satisfied, the Issuing Bank shall, on the Issuance Date, issue a Facility Letter
of Credit on behalf of the Borrower in accordance with the Letter of Credit
Request and the Issuing Bank's usual and customary business practices unless the
Issuing Bank has actually received (i) written notice from the Borrower
specifically revoking the Letter of Credit Request with respect to such Facility
Letter of Credit given not later than Business Day immediately preceding the
Issuance Date, or (ii) written or telephonic notice from the Administrative
Agent stating that the issuance of such Facility Letter of Credit would violate
Section 2A.2.


                                       25


          (c) The Issuing Bank shall give the Administrative Agent (who shall
promptly notify Lenders) and the Borrower written or telex notice, or telephonic
notice confirmed promptly thereafter in writing, of the issuance of a Facility
Letter of Credit (the "Issuance Notice").

          (d) The Issuing Bank shall not extend or amend any Facility Letter of
Credit unless the requirements of this Section 2A.4 are met as though a new
Facility Letter of Credit was being requested and issued.

     2A.5 Reimbursement Obligations; Duties of Issuing Bank.

          (a) The Issuing Bank shall promptly notify the Borrower and the
Administrative Agent (who shall promptly notify Lenders) of any draw under a
Facility Letter of Credit. Any such draw shall not be deemed to be a default
hereunder but shall constitute an Advance of the Facility in the amount of the
Reimbursement Obligation with respect to such Facility Letter of Credit and
shall bear interest from the date of the relevant drawing(s) under the pertinent
Facility Letter of Credit at the Floating Rate; provided that if a Default or an
Unmatured Default regarding the non-payment of any monetary obligations to the
Administrative Agent or the Lenders exists at the time of any such drawing(s),
then the Borrower shall reimburse the Issuing Bank for drawings under a Facility
Letter of Credit issued by the Issuing Bank no later than the next succeeding
Business Day after the payment by the Issuing Bank and until repaid such
Reimbursement Obligation shall bear interest at the Default Rate.

          (b) Any action taken or omitted to be taken by the Issuing Bank under
or in connection with any Facility Letter of Credit, if taken or omitted in the
absence of willful misconduct or gross negligence, shall not put the Issuing
Bank under any resulting liability to any Lender or, provided that such Issuing
Bank has complied with the procedures specified in Section 2A.4 and such Lender
has not given a notice contemplated by Section 2A.6(a) that continues in full
force and effect, relieve that Lender of its obligations hereunder to the
Issuing Bank. In determining whether to pay under any Facility Letter of Credit,
the Issuing Bank shall have no obligation relative to the Lenders other than to
confirm that any documents required to be delivered under such Letter of Credit
appear to have been delivered in compliance, and that they appear to comply on
their face, with the requirements of such Letter of Credit.

     2A.6 Participation.

          (a) Immediately upon issuance by the Issuing Bank of any Facility
Letter of Credit in accordance with the procedures set forth in Section 2A.4,
each Lender shall be deemed to have irrevocably and unconditionally purchased
and received from the Issuing Bank, without recourse, representation or
warranty, an undivided interest and participation equal to such Lender's
Percentage in such Facility Letter of Credit (including, without limitation, all
obligations of the Borrower with respect thereto) and all related rights
hereunder and under the Guaranty and other Loan Documents. Each Lender's
obligation to make further Loans to Borrower (other than any payments such
Lender is required to make under subparagraph (b) below) or to purchase an
interest from the Issuing Bank in any subsequent Facility Letters of Credit
issued by the Issuing Bank on behalf of Borrower shall be reduced by such
Lender's Percentage of the undrawn portion of each Facility Letter of Credit
outstanding.

          (b) In the event that the Issuing Bank makes any payment under any
Facility Letter of Credit and the Borrower shall not have repaid such amount to
the Issuing Bank pursuant to Section 2A.7 hereof, the Issuing Bank shall


                                       26


promptly notify the Administrative Agent, which shall promptly notify each
Lender of such failure, and each Lender shall promptly and unconditionally pay
to the Administrative Agent for the account of the Issuing Bank the amount of
such Lender's Percentage of the unreimbursed amount of such payment, and the
Administrative Agent shall promptly pay such amount to the Issuing Bank.
Lender's payments of its Percentage of such Reimbursement Obligation as
aforesaid shall be deemed to be a Loan by such Lender and shall constitute
outstanding principal under such Lender's Note. The failure of any Lender to
make available to the Administrative Agent for the account of the Issuing Bank
its Percentage of the unreimbursed amount of any such payment shall not relieve
any other Lender of its obligation hereunder to make available to the
Administrative Agent for the account of such Issuing Bank its Percentage of the
unreimbursed amount of any payment on the date such payment is to be made, but
no Lender shall be responsible for the failure of any other Lender to make
available to the Administrative Agent its Percentage of the unreimbursed amount
of any payment on the date such payment is to be made. Any Lender which fails to
make any payment required pursuant to this Section 2A.6(b) shall be deemed to be
a Defaulting Lender hereunder.

          (c) Whenever the Issuing Bank receives a payment on account of a
Reimbursement Obligation, including any interest thereon, the Issuing Bank shall
promptly pay to the Administrative Agent and the Administrative Agent shall
promptly pay to each Lender which has funded its participating interest therein,
in immediately available funds, an amount equal to such Lender's Percentage
thereof.

          (d) Upon the request of the Administrative Agent or any Lender, the
Issuing Bank shall furnish to such Administrative Agent or Lender copies of any
Facility Letter of Credit to which the Issuing Bank is party and such other
documentation as may reasonably be requested by the Administrative Agent or
Lender.

          (e) The obligations of a Lender to make payments to the Administrative
Agent for the account of the Issuing Bank with respect to a Facility Letter of
Credit shall be absolute, unconditional and irrevocable, not subject to any
counterclaim, set-off, qualification or exception whatsoever other than a
failure of any such Issuing Bank to comply with the terms of this Agreement
relating to the issuance of such Facility Letter of Credit, and such payments
shall be made in accordance with the terms and conditions of this Agreement
under all circumstances.

     2A.7 Payment of Reimbursement Obligations.

          (a) The Borrower agrees to pay to the Administrative Agent for the
account of the Issuing Bank the amount of all Advances for Reimbursement
Obligations, interest and other amounts payable to the Issuing Bank under or in
connection with any Facility Letter of Credit when due, irrespective of any
claim, set-off, defense or other right which the Borrower may have at any time
against any Issuing Bank or any other Person, under all circumstances, including
without limitation any of the following circumstances:

               (i) any lack of validity or enforceability of this Agreement or
          any of the other Loan Documents;


                                       27


               (ii) the existence of any claim, setoff, defense or other right
          which the Borrower may have at any time against a beneficiary named in
          a Facility Letter of Credit or any transferee of any Facility Letter
          of Credit (or any Person for whom any such transferee may be acting),
          the Administrative Agent, the Issuing Bank, any Lender, or any other
          Person, whether in connection with this Agreement, any Facility Letter
          of Credit, the transactions contemplated herein or any unrelated
          transactions (including any underlying transactions between the
          Borrower and the beneficiary named in any Facility Letter of Credit);

               (iii) any draft, certificate or any other document presented
          under the Facility Letter of Credit proving to be forged, fraudulent,
          invalid or insufficient in any respect of any statement therein being
          untrue or inaccurate in any respect;

               (iv) the surrender or impairment of any security for the
          performance or observance of any of the terms of any of the Loan
          Documents; or

               (v) the occurrence of any Default.

          (b) In the event any payment by the Borrower received by the Issuing
Bank or the Administrative Agent with respect to a Facility Letter of Credit and
distributed by the Administrative Agent to the Lenders on account of their
participations is thereafter set aside, avoided or recovered from the
Administrative Agent or Issuing Bank in connection with any receivership,
liquidation, reorganization or bankruptcy proceeding, each Lender which received
such distribution shall, upon demand by the Administrative Agent, contribute
such Lender's Percentage of the amount set aside, avoided or recovered together
with interest at the rate required to be paid by the Issuing Bank or the
Administrative Agent upon the amount required to be repaid by the Issuing Bank
or the Administrative Agent.

     2A.8 Compensation for Facility Letters of Credit.

          (a) The Borrower shall pay to the Administrative Agent, for the
ratable account of the Lenders (including the Issuing Bank), based upon the
Lenders' respective Percentages, a per annum fee (the "Facility Letter of Credit
Fee") as a percentage of the face amount of each Facility Letter of Credit
outstanding equal to the LIBOR Applicable Margin in effect from time to time
while such Facility Letter of Credit is outstanding. The Facility Letter of
Credit Fee relating to any Facility Letter of Credit shall accrue on a daily
basis and shall be due and payable in arrears on the first Business Day of each
calendar quarter following the issuance of such Facility Letter of Credit and,
to the extent any such fees are then due and unpaid, on the Facility Termination
Date or any other earlier date that the Obligations are due and payable in full.
The Administrative Agent shall promptly remit such Facility Letter of Credit
Fees, when paid, to the other Lenders in accordance with their Percentages
thereof. The Borrower shall not have any liability to any Lender for the failure
of the Administrative Agent to promptly deliver funds to any such Lender and
shall be deemed to have made all such payments on the date the respective
payment is made by the Borrower to the Administrative Agent, provided such
payment is received by the time specified in Section 2.12 hereof.

          (b) The Issuing Bank also shall have the right to receive solely for
its own account an issuance fee equal to the greater of (a) $1,500 or (b)
one-eighth of one percent (0.125%) of the face amount of each Facility Letter of
Credit, payable by the Borrower on the Issuance Date for each such Facility
Letter of Credit and on the date of any increase therein or extension thereof.
The Issuing Bank shall also be entitled to receive its reasonable out-of-pocket
costs and the Issuing Bank's standard charges of issuing, amending and servicing
Facility Letters of Credit and processing draws thereunder.


                                       28


     2A.9 Letter of Credit Collateral Account. The Borrower hereby agrees that
it will immediately upon the occurrence of the Default, establish a special
collateral account (the "Letter of Credit Collateral Account") at the
Administrative Agent's office at the address specified pursuant to Article XIII,
in the name of the Borrower but under the sole dominion and control of the
Administrative Agent, for the benefit of the Lenders, and in which the Borrower
shall have no interest other than as set forth in Section 8.1. The Letter of
Credit Collateral Account shall hold the deposits the Borrower is required to
make after a Default on account of any outstanding Facility Letters of Credit as
described in Section 8.1. In addition to the foregoing, the Borrower hereby
grants to the Administrative Agent, for the benefit of the Lenders, a security
interest in and to the Letter of Credit Collateral Account and any funds that
may hereafter be on deposit in such account, including income earned thereon.
The Lenders acknowledge and agree that the Borrower has no obligation to fund
the Letter of Credit Collateral Account unless and until so required under
Section 8.1 hereof.

                                  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


                                       29


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
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.


                                       30


     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.

          (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.


                                       31


          (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 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


                                       32


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 or issue the initial Facility Letter of Credit hereunder
unless (a) the Borrower shall, prior to or concurrently with such initial
Advance or issuance, 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 and this Agreement;

          (ii) (A) Certificates of good standing for the Borrower and the Parent
     Entities from their states of organization, 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
     the Borrower and the Parent Entities, certified by the appropriate
     governmental officer and dated not more than thirty (30) days prior to the
     Agreement Execution Date, for each jurisdiction in which the executive
     offices of the Borrower or such Parent Entity is located;

          (iii) Copies of the formation documents (including code of
     regulations, if appropriate) of the Borrower and the Parent Entities,
     certified by an officer of the Borrower or such Parent Entity, as
     appropriate, together with all amendments thereto;

          (iv) Incumbency certificates, executed by officers of the Borrower and
     the Parent Entities, 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 the Borrower or any such Parent
     Entity;

          (v) Copies, certified by a Secretary or an Assistant Secretary of the
     applicable 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;

          (vi) A written opinion of the Borrower's and Parent Entities' counsel,
     addressed to the Lenders in substantially the form of Exhibit E hereto or
     such other form as the Administrative Agent may reasonably approve;

          (vii) A certificate, signed by an Authorized Officer of the Borrower,
     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;


                                       33


          (viii) The most recent financial statements of the Borrower and the
     Parent Entities:

          (ix) UCC financing statement, judgment, and tax lien searches with
     respect to the Borrower and each of the Parent Entities from the state of
     its organization and the state in which its principal place of business is
     located;

          (x) 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;

          (xi) A current compliance certificate in the form of Exhibit B,
     utilizing the new covenants established herein and executed by the
     Borrower's chief financial officer or chief operating officer;

          (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; and

          (xiii) 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.

     4.2 Each Advance. The Lenders shall not be required to make any Advance
unless on the applicable Borrowing Date:

          (i) There exists no Default or Unmatured Default;

          (ii) The representations and warranties contained in Article V are
     true and correct as of such Borrowing Date with respect to the Loan Parties
     in existence on such Borrowing Date, except to the extent any such
     representation or warranty is stated to relate solely to an earlier date,
     in which case such representation or warranty shall be true and correct on
     and as of such earlier date; and

          (iii) All legal matters incident to the making of such Advance shall
     be satisfactory to the Lenders and their counsel.

     Each Borrowing Notice and each Letter of Credit Request with respect to
each such Advance shall constitute a representation and warranty by the Borrower
that the conditions contained in Sections 4.2(i) and (ii) have been satisfied.
Any Lender may require a duly completed Compliance Certificate in substantially
the same form of the Certificate attached as Exhibit B.


                                       34


                                    ARTICLE V

                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------

     The Borrower represents and warrants to the Lenders that:

     5.1 Existence. Borrower is 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 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. Each of the Parent Entities and Borrower's Subsidiaries are duly
incorporated, validly existing and in good standing under the laws of its
jurisdiction of incorporation and have 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. The Borrower 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 the
Borrower of the Loan Documents and the performance of its obligations thereunder
have been duly authorized by proper limited partnership proceedings, and the
Loan Documents constitute legal, valid and binding obligations of the Borrower
enforceable against the Borrower 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
the Borrower or the Parent Entities of the Loan Documents, nor the consummation
of the transactions therein contemplated, nor compliance with the provisions
thereof will violate any law, rule, regulation, order, writ, judgment,
injunction, decree or award binding on the Borrower, the Parent Entities, or any
of Borrower's Subsidiaries or the Borrower's, Parent Entities' or any
Subsidiary's articles of incorporation, operating agreements, partnership
agreement, or by-laws, or the provisions of any indenture, instrument or
agreement to which the Borrower, the Parent Entities or any of Borrower's
Subsidiaries 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
the Borrower, Parent Entity or a Subsidiary 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


                                       35


statements delivered to the Lenders through the Agreement Execution Date, there
was no change in the business, properties, or condition (financial or otherwise)
of the Borrower and its Subsidiaries 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
the Borrower or any of its Subsidiaries 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 the Borrower and its
Subsidiaries in respect of any taxes or other governmental charges are adequate.

     5.6 Litigation and Guarantee Obligations. Except as set forth on Schedule
5.6 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. The Borrower has no 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 Subsidiaries. Schedule 5.7 hereto contains, an accurate list of all
Subsidiaries of the Borrower, setting forth their respective jurisdictions of
incorporation or formation and the percentage of their respective capital stock
or partnership or membership interest owned by the Borrower or other
Subsidiaries. All of the issued and outstanding shares of capital stock of such
Subsidiaries that are corporations have been duly authorized and issued and are
fully paid and non-assessable.

     5.8 ERISA. The Unfunded Liabilities of all Single Employer Plans do not in
the aggregate exceed $1,000,000. Neither the Borrower 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 Borrower 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.

     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. The Borrower has not 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 the Borrower, nor the Parent Entities,
nor any Subsidiary 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 the Borrower, nor the Parent Entities
nor any Subsidiary 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.


                                       36


     5.12 Compliance With Laws. The Borrower 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 5.13 hereto, on
the date of this Agreement, the Borrower 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 the Borrower, nor the Parent Entities,
nor any Subsidiary 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 Solvency.

          (i) Immediately after the Agreement Execution Date and immediately
     following the making of each Loan and after giving effect to the
     application of the proceeds of such Loans, (a) the fair value of the assets
     of the Borrower and its Subsidiaries on a consolidated basis, at a fair
     valuation, will exceed the debts and liabilities, subordinated, contingent
     or otherwise, of the Borrower and its Subsidiaries on a consolidated basis;
     (b) the present fair saleable value of the Property of the Borrower and its
     Subsidiaries on a consolidated basis will be greater than the amount that
     will be required to pay the probable liability of the Borrower and its
     Subsidiaries on a consolidated basis on their debts and other liabilities,
     subordinated, contingent or otherwise, as such debts and other liabilities
     become absolute and matured; (c) the Borrower and its Subsidiaries on a
     consolidated basis will be able to pay their debts and liabilities,
     subordinated, contingent or otherwise, as such debts and liabilities become
     absolute and matured; and (d) the Borrower and its Subsidiaries on a
     consolidated basis will not have unreasonably small capital with which to
     conduct the businesses in which they are engaged as such businesses are now
     conducted and are proposed to be conducted after the date hereof.

          (ii) The Borrower does not intend to, or to permit any of its
     Subsidiaries to, and does not believe that it or any of its Subsidiaries
     will, incur debts beyond its ability to pay such debts as they mature,
     taking into account the timing of and amounts of cash to be received by it
     or any such Subsidiary and the timing of the amounts of cash to be payable
     on or in respect of its Indebtedness or the Indebtedness of any such
     Subsidiary.


                                       37


     5.16 Insurance. The Loan Parties carry insurance on their Projects 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 in localities where
the Borrower and its Subsidiaries operate, including, without limitation:

          (i) Property and casualty insurance (including coverage for flood and
     other water damage for any Project located within a 100-year flood plain)
     in the amount of the replacement cost of the improvements at the Project
     (to the extent replacement cost insurance is maintained by companies
     engaged in similar business and owning similar properties);

          (ii) Builder's risk insurance for any Project under construction in
     the amount of the construction cost of such Project;

          (iii) Loss of rental income insurance in the amount not less than one
     year's gross revenues from the Projects; and

          (iv) Comprehensive general liability insurance in the amount of
     $20,000,000 per occurrence.

     5.17 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 the Borrower as a real estate investment trust.

     5.18 Title to Property. The execution, delivery or performance of the Loan
Documents required to be delivered by the Borrower hereunder will not result in
the creation of any Lien on the Projects of the Consolidated Group 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.

     5.19 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 5.19 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 the Borrower, with respect to all
     Projects owned by the Borrower and/or its Subsidiaries (x) for at least two
     (2) years, have in the last two years, or (y) for less than two (2) years,
     have for such period of ownership, been in compliance in all material
     respects with all applicable Environmental Laws.

          (b) Neither the Borrower nor any of its Subsidiaries 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 any of the Projects, nor does the
     Borrower have knowledge or reason to believe that any such notice will be
     received or is being threatened.

          (c) To the best knowledge of the Borrower, Materials of Environmental
     Concern have not been transported or disposed of from the Projects of the
     Borrower and its Subsidiaries in violation of, or in a manner or to a
     location which could reasonably give rise to liability of the Borrower or
     any Subsidiary under, Environmental Laws, nor have any Materials of
     Environmental Concern been generated, treated, stored or disposed of at, on
     or under any of the Projects of the Borrower and its Subsidiaries in
     violation of, or in a manner that could give rise to liability of the
     Borrower or any Subsidiary under, any applicable Environmental Laws.


                                       38


          (d) No judicial proceedings or governmental or administrative action
     is pending, or, to the knowledge of the Borrower, threatened, under any
     Environmental Law to which the Borrower or any of its Subsidiaries is or,
     to the Borrower's knowledge, will be named as a party with respect to the
     Projects of the Borrower and its Subsidiaries, 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 Projects of the Borrower and its
     Subsidiaries.

          (e) To the best knowledge of the Borrower, there has been no release
     or threat of release of Materials of Environmental Concern at or from the
     Projects of the Borrower and its Subsidiaries, or arising from or related
     to the operations of the Borrower and its Subsidiaries in connection with
     the Projects in violation of or in amounts or in a manner that could give
     rise to liability under Environmental Laws.

     5.20 Office of Foreign Asset Control. Borrower and any Guarantor 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.

                                   ARTICLE VI

                                    COVENANTS
                                    ---------

     During the term of this Agreement, unless the Required Lenders shall
otherwise consent in writing:

     6.1 Financial Reporting. The Borrower 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 the Borrower's chief financial officer or chief accounting officer;


                                       39


          (ii) 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;

          (iii) Together with the quarterly and annual financial statements
     required hereunder, a compliance certificate in substantially the form of
     Exhibit B hereto signed by the Borrower'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;

          (iv) As soon as possible and in any event within 10 days after a
     responsible officer of the Borrower knows that any Reportable Event has
     occurred with respect to any Plan, a statement, signed by the chief
     financial officer of the Borrower, describing said Reportable Event and the
     action which the Borrower proposes to take with respect thereto;

          (v) As soon as possible and in any event within 10 days after receipt
     by a responsible officer of the Borrower, a copy of (a) any notice or claim
     to the effect that the Borrower or any of its Subsidiaries is or may be
     liable to any Person as a result of the release by the Borrower, 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 the Borrower or any of its Subsidiaries, which, in the case of either
     (a) or (b) could have a Material Adverse Effect;

          (vi) Promptly upon the furnishing thereof to the shareholders of the
     Borrower, copies of all financial statements, reports and proxy statements
     so furnished; and

          (vii) Such other information (including, without limitation, financial
     statements for the Borrower, non-financial information and a listing of
     capital expenditures, a rent roll, and such other information on any
     Project) as the Administrative Agent or any Lender may from time to time
     reasonably request.

     6.2 Use of Proceeds. The Borrower will, and will cause each of its
Subsidiaries to, use the proceeds of the Advances to finance the Borrower's
renovation and expansion of Projects, development of Projects, acquisition of
Projects, tenant improvements, repayment of Indebtedness, to provide working
capital and for general partnership purposes. The Borrower will not, nor will it
permit any Subsidiary to, 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, (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, or (iii) to make any Acquisition other than a Permitted
Acquisition.


                                       40


     6.3 Notice of Default. The Borrower will give, and will cause each of its
Subsidiaries to 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. The Borrower will do, and will cause each of its
Subsidiaries to do, all things necessary to remain duly incorporated or duly
qualified, validly existing and in good standing as a real estate investment
trust, corporation, limited liability company general partnership or limited
partnership, as the case may be, in its jurisdiction of incorporation/formation
(except with respect to mergers permitted pursuant to Section 6.12 and Permitted
Acquisitions) and maintain all requisite authority to conduct its business in
each jurisdiction in which its business is conducted and to carry on and conduct
their 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, neither the Borrower nor its
Subsidiaries may 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. The Borrower will pay, and will cause each of its Subsidiaries
to pay, when due all taxes, assessments and governmental charges and levies upon
them of their 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. The Borrower will, and will cause each of its Subsidiaries
to, maintain insurance which is consistent with the representation contained in
Section 5.17 on all their Property and the Borrower will furnish to any Lender
upon reasonable request full information as to the insurance carried.

     6.7 Compliance with Laws. The Borrower will, and will cause each of its
Subsidiaries to, 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. The Borrower will, and will cause each of
its Subsidiaries to, do all things necessary to maintain, preserve, protect and
keep their respective Projects in good repair, working order and condition,
ordinary wear and tear excepted.

     6.9 Inspection. The Borrower will, and will cause each of its Subsidiaries
to, 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 any of the Projects, corporate books and financial records of
the Borrower and each of its Subsidiaries, to examine and make copies of the
books of accounts and other financial records of the Borrower and each of its
Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower
and each of its Subsidiaries 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.


                                       41


     6.10 Maintenance of Status. The Borrower 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 the Borrower and its Subsidiaries
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 the
Borrower declare or pay dividends on its Capital Stock or make distributions
with respect thereto to (including without limitation 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 the Borrower 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. The Borrower will not, nor will it permit the
Parent Entities to undergo a Change in Control.

     6.13 Intentionally Omitted.

     6.14 Intentionally Omitted.

     6.15 Acquisitions and Investments. The Borrower will not, nor will it
permit any Subsidiary to, make or suffer to exist any Investments (including
without limitation, loans and advances to, and other Investments in,
Subsidiaries), or commitments therefor, or become or remain a partner in any
partnership or joint venture, or to make any Acquisition of any Person, except:

          (i) Cash and Cash Equivalents;

          (ii) Investments in existing Subsidiaries, Investments in Subsidiaries
     formed for the purpose of developing or acquiring Projects, Investments in
     joint ventures and partnerships engaged solely in the business of
     purchasing, developing, owning, operating, leasing and managing retail
     properties, and Investments in existence on the date hereof and described
     in Schedule 1 hereto;

          (iii) transactions permitted pursuant to Section 6.23;

          (iv) make advances to tenants in the ordinary course of business;

          (v) Acquisitions of Persons whose primary operations consist of the
     ownership, development, operation and management of retail properties; and

          (vi) Equity interests in tenants obtained in connection with tenant
     work-outs, not to exceed $5,000,000 in the aggregate;

provided that, after giving effect to such Acquisitions and Investments,
Borrower continues to comply with all its covenants herein. Acquisitions
permitted pursuant to this Section 6.15 shall be deemed to be "Permitted
Acquisitions".


                                       42


     6.16 Liens. The Borrower will not, nor will it permit any of its
Subsidiaries to, create, incur, or suffer to exist any Lien in, of or on the
Property of the Borrower or any of its Subsidiaries, except:

          (i) Liens for taxes, assessments or governmental charges or levies on
     its Property if the same shall not at the time be delinquent or thereafter
     can be paid without penalty, or are being contested in good faith and by
     appropriate proceedings and for which adequate reserves shall have been set
     aside on its books;

          (ii) Liens imposed by law, such as carriers', warehousemen's and
     mechanics' liens and other similar liens arising in the ordinary course of
     business which secure payment of obligations not more than 60 days past due
     or which are being contested in good faith by appropriate proceedings and
     for which adequate reserves shall have been set aside on its books;

          (iii) Liens arising out of pledges or deposits under workers'
     compensation laws, unemployment insurance, old age pensions, or other
     social security or retirement benefits, or similar legislation;

          (iv) Easements, restrictions and such other encumbrances or charges
     against real property as are of a nature generally existing with respect to
     properties of a similar character and which do not in any material and
     adverse way affect the marketability of the same or materially and
     adversely interfere with the use thereof in the business of the Borrower or
     its Subsidiaries;

          (v) Liens on Projects to secure any Indebtedness permitted hereunder
     to the extent such Liens (i) constitute a first priority Lien on a Project
     or a second priority Lien on the same Project, but only to the extent
     created simultaneously with a first priority Lien thereon, and (ii) will
     not result in a Default in any of Borrower's covenants herein.

Liens permitted pursuant to this Section 6.16 shall be deemed to be "Permitted
Liens".

     6.17 Affiliates. The Borrower will not, nor will it permit any of its
Subsidiaries to, 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 the Borrower's or such Subsidiary's business and upon fair and
reasonable terms no less favorable to the Borrower or such Subsidiary than the
Borrower or such Subsidiary would obtain in a comparable arms-length
transaction.

     6.18 Intentionally Omitted.

     6.19 Variable Interest Indebtedness. The Borrower shall not at any time
permit the outstanding principal balance of any Consolidated Outstanding
Indebtedness which bears interest at an interest rate that is not fixed through
the maturity date of such Indebtedness to exceed twenty percent (20%) of Total
Asset Value, unless all of such Indebtedness in excess of such amount is subject
to a Rate Management Transaction approved by the Administrative Agent that
effectively converts the interest rate on such excess to a fixed rate.


                                       43


     6.20 Consolidated Net Worth. The Consolidated Group shall maintain a
Consolidated Net Worth of not less than $1,000,000,000 plus seventy percent
(75%) of the equity contributions or sales of treasury stock received by the
Borrower or any Parent Entity after the Agreement Execution Date.

     6.21 Indebtedness and Cash Flow Covenants. The Borrower shall not permit:

          (i) The Recourse Indebtedness of the Glimcher Group and the Glimcher
     Percentage of any Recourse Indebtedness of the other members of the
     Consolidated Group to be greater than twenty percent (20%) of Total Asset
     Value at any time;

          (ii) Adjusted Annual EBITDA to be less than 1.75 times Consolidated
     Interest Expense at any time;

          (iii) Adjusted Annual EBITDA to be less than 1.50 times Fixed Charges
     at any time;

          (iv) Consolidated Outstanding Indebtedness to be more than sixty-five
     percent (65%) of Total Asset Value at any time; or

          (v) That portion of Consolidated Outstanding Indebtedness which is
     Secured Indebtedness to be more than sixty percent (60%) of Total Asset
     Value at any time.

     6.22 Environmental Matters. Borrower and its Subsidiaries shall:

     (a) Comply with, and use all reasonable efforts to ensure compliance by all
tenants and subtenants, if any, with, all applicable Environmental Laws and
obtain and comply with and maintain, and use all reasonable efforts to ensure
that all tenants and subtenants obtain and comply with and maintain, any and all
licenses, approvals, notifications, registrations or permits required by
applicable Environmental Laws, except to the extent that failure to do so could
not be reasonably expected to have a Material Adverse Effect; provided that in
no event shall the Borrower or its Subsidiaries be required to modify the terms
of leases, or renewals thereof, with existing tenants (i) at Projects owned by
the Borrower or its Subsidiaries as of the date hereof, or (ii) at Projects
hereafter acquired by the Borrower or its Subsidiaries as of the date of such
acquisition, to add provisions to such effect.

     (b) Conduct and complete all investigations, studies, sampling and testing,
and all remedial, removal and other actions required under Environmental Laws
and promptly comply in all material respects with all lawful orders and
directives of all Governmental Authorities regarding Environmental Laws, except
to the extent that (i) the same are being contested in good faith by appropriate
proceedings and the pendency of such proceedings could not be reasonably
expected to have a Material Adverse Effect, or (ii) the Borrower has determined
in good faith that contesting the same is not in the best interests of the
Borrower and its Subsidiaries and the failure to contest the same could not be
reasonably expected to have a Material Adverse Effect.

     (c) Defend, indemnify and hold harmless Administrative Agent and each
Lender, and their respective officers and directors, from and against any
claims, demands, penalties, fines, liabilities, settlements, damages, costs and
expenses of whatever kind or nature known or unknown, contingent or otherwise,
arising out of, or in any way relating to the violation of, noncompliance with
or liability under any Environmental Laws applicable to the operations of the


                                       44


Borrower, its Subsidiaries or the Projects, or any orders, requirements or
demands of Governmental Authorities related thereto, including, without
limitation, attorney's and consultant's fees, investigation and laboratory fees,
response costs, court costs and litigation expenses, except to the extent that
any of the foregoing arise out of the gross negligence or willful misconduct of
the party seeking indemnification therefor. This indemnity shall continue in
full force and effect regardless of the termination of this Agreement.

     6.23 Permitted Investments.

     (a) The Glimcher Group and Glimcher Percentage's Investment in Unimproved
Land shall not at any time exceed five percent (5%) of Total Asset Value.

     (b) The Glimcher Group and Glimcher Percentage's Investment in First
Mortgage Receivables (with each asset valued at the lower of its acquisition
cost and its fair market value) shall not at any time exceed five percent (5%)
of Total Asset Value.

     (c) The Glimcher Group's aggregate Investment in Joint Venture Projects
(valued at the greater of the cash investment in that entity by the Glimcher
Group or the portion of Total Asset Value attributable to such entity or its
assets as the case may be) shall not at any time exceed twenty-five percent
(25%) of Total Asset Value.

     (d) The Glimcher Group and Glimcher Percentage's Investment in Construction
in Progress (with each asset valued in accordance with GAAP) shall not at any
time exceed twenty percent (20%) of Total Asset Value.

     (e) The aggregate Investment of the Glimcher Group and Glimcher Percentage
in the above items (a)-(d), in the aggregate and after eliminating any
duplication of Investments included in more than one of such items, shall not at
any time exceed thirty (30%) of Total Asset Value.

     6.24 Limitation on Unsecured Indebtedness. The Consolidated Group shall not
at any time permit that portion of the Consolidated Outstanding Indebtedness
which is not secured by trust deeds or mortgages on Projects to exceed
$10,000,000, provided that (i) Capitalized Leases and tenant improvement
allowance obligations of the Consolidated Group to tenants in Projects evidenced
by notes shall be excluded from Consolidated Outstanding Indebtedness for
purposes of this Section 6.24 to the extent that the amount so excluded on
account of Capitalized Leases and such tenant allowance notes does not exceed
$25,000,000, in the aggregate; and (ii) Indebtedness of up to $19,000,000 to the
New Jersey Economic Development Authority incurred by GPLP and Glimcher Realty
Trust pursuant to that certain Loan Agreement dated as of November 1, 1998 shall
be excluded from Consolidated Outstanding Indebtedness for purposes of this
Section 6.24 only.

     6.25 Encumbrances. The Borrower will not allow, or permit any member of the
Consolidated Group to allow, its direct or indirect ownership interests in any
other member of the Consolidated Group or any Investment Affiliate to be
encumbered to secure any Indebtedness, other than pursuant to existing
encumbrances set forth on Schedule 6.25 attached hereto.


                                       45


                                   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, 6.21, 6.23 and 6.24.

     7.4 Any representation or warranty made or deemed made by or on behalf of
the Borrower or any of its Subsidiaries 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 The default by the Borrower or any other member of the Consolidated
Group or any Investment Affiliate in the payment of any amount due under, or the
performance of any term, provision or condition contained in, any agreement with
respect to (A) any Recourse Indebtedness of the Borrower or any other member of
the Consolidated Group having an outstanding principal balance in excess of
$15,000,000 or (B) any Non-Recourse Indebtedness of the Borrower or any other
member of the Consolidated Group or any Investment Affiliate having an
outstanding principal balance in excess of $100,000,000 in the aggregate
(collectively, "Material Indebtedness") or any other event shall occur or
condition exist, which causes or permits any such Material Indebtedness to be
due and payable or required to be prepaid (other than by a regularly scheduled
payment) prior to the stated maturity thereof.

     7.7 Any member of the Consolidated Group 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.


                                       46


     7.8 A receiver, trustee, examiner, liquidator or similar official shall be
appointed for any member of the Consolidated Group or for any Substantial
Portion of the Property of any member of the Consolidated Group or a proceeding
described in Section 7.7(iv) shall be instituted against any member of the
Consolidated Group and such appointment continues undischarged or such
proceeding continues undismissed or unstayed for a period of ninety (90)
consecutive days.

     7.9 Any member of the Consolidated Group 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 any member of the Consolidated Group would exceed
$25,000,000 in the aggregate, which have not been stayed on appeal or otherwise
appropriately contested in good faith.

     7.10 The Borrower 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
the Borrower 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 The Borrower 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 the Borrower 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 the Borrower or any of its Subsidiaries or Investment
Affiliates 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 the
breach of any of the terms or provisions of any Loan Document, which default or
breach continues beyond any period of grace therein provided.

     7.14 The attempted revocation, challenge, disavowment, or termination by
the Borrower or a Parent Entity of any of the Loan Documents.

     7.15 Either the Borrower 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 the
Borrower or such Parent Entity is the surviving entity in such merger or
consolidation and (b) after giving effect to the merger, the Borrower remains in
compliance with the terms of the Credit Agreement, provided that any such action
shall not constitute a Default unless the Borrower shall fail to reverse such
action within sixty (60) days after written notice from the Administrative Agent
that such action constitutes a Default hereunder.


                                       47


                                  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 the Borrower, the obligations of the Lenders to make Loans and
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.

     In addition to the foregoing, following the occurrence of a Default and so
long as any Facility Letter of Credit has not been fully drawn and has not been
cancelled or expired by its terms, upon demand by the Required Lenders the
Borrower shall deposit in the Letter of Credit Collateral Account cash in an
amount equal to the aggregate undrawn face amount of all outstanding Facility
Letters of Credit and all fees and other amounts due or which may become due
with respect thereto. The Borrower shall have no control over funds in the
Letter of Credit Collateral Account and shall not be entitled to receive any
interest thereon. Such funds shall be promptly applied by the Administrative
Agent to reimburse the Issuing Bank for drafts drawn from time to time under the
Facility Letters of Credit and associated issuance costs and fees. Such funds,
if any, remaining in the Letter of Credit Collateral Account following the
payment of all Obligations in full shall, unless the Administrative Agent is
otherwise directed by a court of competent jurisdiction, be promptly paid over
to the Borrower.

     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 the Borrower) 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:


                                       48


          (i) Extend the Facility Termination Date (except as provided in
     Section 2.22), or forgive all or any portion of the principal amount of any
     Loan or accrued interest thereon or the Facility Fee, 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) release any Parent Entity from the Guaranty.

          (iii) Reduce the percentage specified in the definition of Required
     Lenders.

          (iv) Increase the Aggregate Commitment beyond $600,000,000.

          (v) Permit the Borrower to assign its rights under this Agreement.

          (vi) Amend Sections 8.1, 8.2 , or 11.2.

No amendment of any provision of this Agreement relating to the Administrative
Agent shall be effective without the written consent of the Administrative
Agent.

     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 Insolvency of Borrower. In the event of the insolvency of the Borrower,
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.


                                       49


     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
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.


                                       50


     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.

     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


                                       51


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.

     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


                                       52


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.

     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.


                                       53


     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
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 promptly 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.


                                       54


     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 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 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

                            SETOFF; RATABLE PAYMENTS
                            ------------------------

     11.1 Setoff. In addition to, and without limitation of, any rights of the
Lenders under applicable law, if the Borrower becomes insolvent, or any Default
occurs, any and all deposits (including all account balances, whether
provisional or final and whether or not collected or available) and any other
Indebtedness at any time held or owing by any Lender or any of its Affiliates to
or for the credit or account of the Borrower may be offset and applied toward
the payment of the Obligations owing to such Lender at any time prior to the
date that such Default has been fully cured, whether or not the Obligations, or
any part hereof, shall then be due.

     11.2 Ratable Payments. If any Lender, whether by setoff or otherwise, has
payment made to it upon its Loans (other than payments of Swingline Loans and
payments received pursuant to Sections 3.1, 3.2, 3.4 or 3.5) in a greater
proportion than that received by any other Lender, such Lender agrees, promptly
upon demand, to purchase a portion of the Loans held by the other Lenders so
that after such purchase each Lender will hold its ratable proportion of Loans.


                                       55


If any Lender, whether in connection with setoff or amounts which might be
subject to setoff or otherwise, receives collateral or other protection for its
Obligations or such amounts which may be subject to setoff, such Lender agrees,
promptly upon demand, to take such action necessary such that all Lenders share
in the benefits of such collateral ratably in proportion to their Loans. In case
any such payment is disturbed by legal process, or otherwise, appropriate
further adjustments shall be made.

                                  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
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.


                                       56


          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.

          12.2.3 Benefit of Setoff. The Borrower agrees that each Participant
     which has previously advised the Borrower in writing of its purchase of a
     participation in a Lender's interest in its Loans shall be deemed to have
     the right of setoff provided in Section 11.1 in respect of its
     participating interest in amounts owing under the Loan Documents to the
     same extent as if the amount of its participating interest were owing
     directly to it as a Lender under the Loan Documents. Each Lender shall
     retain the right of setoff provided in Section 11.1 with respect to the
     amount of participating interests sold to each Participant, provided that
     such Lender and Participant may not each setoff amounts against the same
     portion of the Obligations, so as to collect the same amount from the
     Borrower twice. The Lenders agree to share with each Participant, and each
     Participant, by exercising the right of setoff provided in Section 11.1,
     agrees to share with each Lender, any amount received pursuant to the
     exercise of its right of setoff, such amounts to be shared in accordance
     with Section 11.2 as if each Participant were a Lender.

     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
     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 C 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


                                       57


     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).

     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

                                   PATRIOT ACT
                                   -----------

     Each Lender hereby notifies the Borrower that pursuant to the requirements
of the USA Act (Title III of Pub. L. 107-56 (signed into law on October 26,
2001) (the "Act"), it is required to obtain, verify and record information that
identifies the Borrower, which information includes the name and address of the
Borrower and other information that will allow such Lender to identify the
Borrower in accordance with the Act. The Borrower agrees to cooperate with each
Lender and provide true, accurate and complete information to such Lender in
response to any such request.


                                       58


                                   ARTICLE XV

                                  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.)


                                       59


     IN WITNESS WHEREOF, the Borrower, the Lenders and the Administrative Agent
have executed this Agreement as of the date first above written.


                                 GLIMCHER PROPERTIES LIMITED PARTNERSHIP,
                                 a Delaware limited partnership

                                 By: Glimcher Properties Corporation,
                                     its sole general partner


                                     By: _____________________________
                                         Name: George A. Schmidt
                                         Title: Executive Vice President

                                 150 East Gay Street
                                 Columbus, Ohio  43215
                                 Attention: George A. Schmidt
                                 Phone: 614-621-9000
                                 Facsimile: 614-621-8863


                                       A-1


COMMITMENT:                      KEYBANK NATIONAL ASSOCIATION, a national
$55,000,000                      banking association,
                                 Individually and as Administrative Agent


                                     By:    /s/ Kevin P. Murray
                                            ----------------------------------
                                     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


                                       A-2


COMMITMENT:                      EUROHYPO AG, NEW YORK BRANCH,
$50,000,000                      Individually and as Co-Syndication Agent

                                      By:    /s/ David Sarner
                                            ----------------------------------
                                      Name:  David Sarner
                                            ----------------------------------
                                      Title: Director
                                            ----------------------------------

                                 Eurohypo AG, New York Branch
                                 1114 Avenue of the Americas, 29th Floor
                                 New York, New York 10036
                                 Attention: Stephen Cox, Director
                                 Phone:  212-479-5861
                                 Facsimile:  866-874-5034

                                 with copy to:

                                 Eurohypo AG, New York Branch
                                 1114 Avenue of the Americas, 29th Floor
                                 New York, New York 10036
                                 Attention: Head of Legal Department
                                 Phone:  212-479-5700
                                 Facsimile: 866-276-7680



                                      A-3


COMMITMENT:                      WACHOVIA BANK, NATIONAL ASSOCIATION,
$50,000,000                      Individually and as Co-Syndication Agent

                                     By:    /s/ Cathy A. Casey
                                            ----------------------------------
                                     Name:  Cathy A. Casey
                                            ----------------------------------
                                     Title: Managing Director
                                            ----------------------------------

                                 Wachovia Bank, National Association
                                 171 17th Street, NW, 100 Bldg GA 4506
                                 Atlanta, GA  30363
                                 Attention: Cathy A. Casey, Director
                                 Phone:  404-214-6335
                                 Facsimile: 404-332-4066


                                      A-4


COMMITMENT:                      BANK OF AMERICA, N.A.,
$50,000,000                      individually and as Co-Documentation Agent


                                          By:    /s/ Michael W. Edwards
                                                 -------------------------------
                                          Name:  Michael W. Edwards
                                                 -------------------------------
                                          Title: Senior Vice President
                                                 -------------------------------


                                 Bank of America, N.A.
                                 231 S. LaSalle Street, 10th Floor
                                 Chicago, IL  60604
                                 Mail Code:  IL1-231-10-35
                                 Attention: Michael W. Edwards, Senior Vice
                                            President
                                 Phone: 312-828-4122
                                 Facsimile:  312-974-4970



                                      A-5


COMMITMENT:                      CHARTER ONE BANK, N.A.
$50,000,000                      Individually and as Co-Documentation Agent

                                          By:    /s/ Florentina Djulvezan
                                                 -------------------------------
                                          Name:  Florentina Djulvezan
                                                 -------------------------------
                                          Title: Vice President
                                                 -------------------------------

                                 Charter One Bank, N.A.
                                 1215 Superior Avenue, 6th Floor
                                 Cleveland, Ohio  44114
                                 Attention: Florentina Djulvezan, Vice President
                                 Phone:  216-277-0694
                                 Facsimile: 216-277-4607


                                      A-6


COMMITMENT:                      AAREAL BANK AG
$50,000,000

                                          By:    /s/ Stefan Kolle
                                                 -------------------------------
                                          Name:  Stefan Kolle
                                                 -------------------------------
                                          Title: Director
                                                 -------------------------------


                                          By:    /s/ Anke Nitz
                                                 -------------------------------
                                          Name:  Anke Nitz
                                                 -------------------------------
                                          Title: Vice President
                                                 -------------------------------


                                 Aareal Bank AG
                                 Paulinenster, 15
                                 Wiesbaden, Germany 65189
                                 Attention: Stefan Kolle, Director
                                 Phone:  49-611-348-0
                                 Facsimile: 49-611-348-2549

                                 Attention: Daniel de Roo
                                 Phone: 49-611-348-0
                                 Facsimile: 49-611-348-2549


                                      A-7


COMMITMENT:                      HUNTINGTON NATIONAL BANK
$35,000,000

                                          By:    /s/ Ronald S. Content
                                                 -------------------------------
                                          Name:  Ronald S. Content
                                                 -------------------------------
                                          Title: Vice President
                                                 -------------------------------


                                Huntington National Bank
                                41 S. High Street, HC0840
                                Columbus, Ohio  43215
                                Attention: Ronald S. Content, Vice President
                                Phone: 614-480-4378
                                Facsimile: 614-480-3698


                                      A-8


COMMITMENT:                    NATIONAL CITY BANK
$30,000,000

                                        By:     /s/ Steven A. Smith
                                                -------------------------------
                                        Name:   Steven A. Smith
                                                -------------------------------
                                        Title:  Vice President
                                                -------------------------------


                               National City Bank
                               155 E. Broad Street
                               Columbus, Ohio  43251
                               Attention: Steven A. Smith, Senior Vice President
                               Phone:  614-463-7738
                               Facsimile: 614-463-8058


                                      A-9


COMMITMENT:                     PNC BANK, NATIONAL ASSOCIATION
$30,000,000
                                         By:     /s/ Richard B. Trzybinski
                                                 -------------------------------
                                         Name:   Richard B. Trzybinski
                                                 -------------------------------
                                         Title:  Vice President
                                                 -------------------------------

                                PNC Bank, National Association
                                201 East Fifth Street
                                Cincinnati, Ohio  45202
                                Attention: Richard Trzybinski, Vice President
                                Phone: 513-651-8939
                                Facsimile: 513-651-8931


                                      A-10


COMMITMENT:                     U.S. BANK NATIONAL ASSOCIATION
$30,000,000

                                         By:     /s/ Anthony J. Mathena
                                                 -------------------------------
                                         Name:   Anthony J. Mathena
                                                 -------------------------------
                                         Title:  Vice President
                                                 -------------------------------


                                U.S. Bank National
                                Association 175 S. Third
                                Street Columbus, Ohio 43215
                                Attention: Anthony Mathena,
                                Vice President Phone:
                                614-232-8013 Facsimile:
                                614-232-8033


                                      A-11


COMMITMENT:                     LEHMAN BROTHERS COMMERCIAL BANK
$25,000,000

                                         By:     /s/ George Janes
                                                 -------------------------------
                                         Name:   George Janes
                                                 -------------------------------
                                         Title:  Chief Credit Officer
                                                 -------------------------------

                                Lehman Brothers Commercial Bank
                                c/o Lehman Brothers
                                High Grade Loan Portfolio Group
                                745 7th Avenue, 5th Floor
                                New York, NY  10019
                                Attention: Janine Shugan
                                Phone: 212-526-8625
                                Facsimile: 917-522-0139


                                      A-12


COMMITMENT:                     MIDFIRST BANK,
$15,000,000                     a Federally Chartered Savings Association


                                         By:     /s/ Todd G. Wright
                                                 -------------------------------
                                         Name:   Todd G. Wright
                                                 -------------------------------
                                         Title:  Vice President
                                                 -------------------------------


                                MidFirst Bank
                                501 NW Grand Blvd.
                                Oklahoma City, OK 73118
                                Attention: Todd G. Wright, Vice President
                                Phone: 405-767-7108
                                Facsimile: 405-767-7119


                                      A-13


                                    EXHIBIT A
                                    ---------

                                  FORM OF NOTE
                                  ------------


                                                              ____________, 2006


     Glimcher Properties Limited Partnership, a limited partnership organized
under the laws of the State of Delaware (the "Borrower"), promises to pay to the
order of _________________________ (the "Lender") the aggregate unpaid principal
amount of all Loans made by the Lender to the Borrower pursuant to Article II of
the Amended and Restated Credit 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.

     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 Amended and Restated Credit Agreement, dated as of ____________,
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.


                                      A-14


     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.


                                 GLIMCHER PROPERTIES LIMITED PARTNERSHIP,
                                 a Delaware limited partnership

                                 By: Glimcher Properties Corporation,
                                     its sole general partner


                                 By:    _____________________________
                                 Name:  _____________________________
                                 Title: _____________________________


                                      A-15


                   SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL
                                       TO
                NOTE OF GLIMCHER PROPERTIES LIMITED PARTNERSHIP,
                             DATED ___________, 2006


                                                    Maturity
              Principal         Maturity            Principal
              Amount of         of Interest         Amount           Unpaid
Date          Loan              Period              Paid             Balance

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                      A-16


                                    EXHIBIT B

                             COMPLIANCE CERTIFICATE


KeyBank National Association, as Administrative Agent
127 Public Square
Cleveland, Ohio  44114

     Re:  Amended and Restated Credit Agreement dated as of
          December 14, 2006 (as amended, modified, supplemented,
          restated, or renewed, from time to time, the "Agreement")
          between GLIMCHER PROPERTIES LIMITED PARTNERSHIP (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.


                                       B-1


     4. Covenants. To the Borrower's actual knowledge, during the reporting
period, the Borrower observed and performed all of the respective covenants and
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
14th day of December, 2006.

                                 GLIMCHER PROPERTIES LIMITED PARTNERSHIP,
                                 a Delaware limited partnership

                                 By: Glimcher Properties Corporation,
                                     its sole general partner

                                     By:___________________________________

                                     Name:_________________________________

                                     Title:________________________________


                                       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 December 14, 2006. The parties hereto agree as
follows:

     1. PRELIMINARY STATEMENT. The Assignor is a party to an Amended and
Restated Credit 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.


                                      C-1


     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 Amended and Restated Credit Agreement (the "Credit
     Agreement") dated as of December 14, 2006 among Glimcher Properties
     Limited Partnership, as "Borrower" and KeyBank National Association as
     "Administrative Agent" and "Lead Arranger" and the Several Lenders From
     Time to Time Parties Hereto, as Lenders.


2.   Date of Assignment Agreement: _____________, 2006


3.   Amounts (As of Date of Item 2 above):

     a.   Aggregate Commitment
          under Credit Agreement                     $470,000,000

     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


                                                               December 14, 2006


To:     KeyBank National Association
        127 Public Square
        Cleveland, Ohio 44114
        Attention:  Real Estate Capital

BORROWER:

        Glimcher Properties Limited Partnership
        150 East Gay Street
        Columbus, Ohio 43215
        Attention:  George A. Schmidt


From:   [NAME OF ASSIGNOR] (the "Assignor")

        [NAME OF ASSIGNEE] (the "Assignee")


     1. We refer to that Amended and Restated Credit 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.


                                       I-1


     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.

NAME OF ASSIGNOR                    NAME OF ASSIGNEE


By:                                 By:
   ----------------------------         -------------------------------

Title:                              Title:
      -------------------------            ----------------------------


                                       I-2



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]


                                       I-3


                                    EXHIBIT D
                                    ---------

                                    GUARANTY
                                    --------


     This Guaranty is made as of December 14, 2006 by Glimcher Realty Trust, a
real estate investment trust organized under the laws of the State of Maryland
("Glimcher Trust") and Glimcher Properties Corporation, a Delaware corporation
("Glimcher Properties", and together with Glimcher Trust, collectively, the
"Guarantors"), to and for the benefit of KeyBank National Association,
individually ("KeyBank") and as administrative agent ("Administrative Agent")
for itself and the lenders under the Credit Agreement (as defined below) and
their respective successors and assigns (collectively, the "Lenders").

                                    RECITALS
                                    --------

     A. Glimcher Properties Limited Partnership, a limited partnership organized
under the laws of the State of Delaware ("Borrower"), and Guarantors have
requested that the Lenders make a revolving credit facility available to
Borrower in an aggregate principal amount of up to $470,000,000, subject to
future increases up to $600,000,000 (the "Facility").

     B. The Lenders have agreed to make available the Facility to Borrower
pursuant to the terms and conditions set forth in an Amended and Restated Credit
Agreement of even date herewith among Borrower, KeyBank, individually, and as
Administrative Agent, and the Lenders named therein (as amended, modified or
restated from time to time, the "Credit Agreement"). All capitalized terms used
herein and not otherwise defined shall have the meanings ascribed to such terms
in the Credit Agreement.

     C. Borrower has executed and delivered or will execute and deliver to the
Lenders promissory notes in the principal amount of each Lender's Commitment and
promissory notes in the principal amount, if any, of each Lender's Loan as
evidence of Borrower's indebtedness to each such Lender with respect to the
Facility (the promissory notes described above, together with any amendments or
allonges thereto, or restatements, replacements or renewals thereof, and/or new
promissory notes to new Lenders under the Credit Agreement, are collectively
referred to herein as the "Notes").

     D. Glimcher Properties is the sole general partner in the Borrower and
Glimcher Trust is the owner of all of the stock of Glimcher Properties and
certain of the limited partnership interests in the Borrower. Guarantors
acknowledge that the extension of credit by the Administrative Agent and the
Lenders to Borrower pursuant to the Credit Agreement will benefit Guarantors by
enhancing the financial strength of the consolidated group of which Guarantors
and Borrower are members. The execution and delivery of this Guaranty by
Guarantors are conditions precedent to the performance by the Lenders of their
obligations under the Credit Agreement.

                                   AGREEMENTS
                                   ----------

     NOW, THEREFORE, Guarantors, in consideration of the matters described in
the foregoing Recitals, which Recitals are incorporated herein and made a part
hereof, and for other good and valuable consideration, hereby agree as follows:



     1. Guarantors absolutely, unconditionally, and irrevocably guaranty to each
of the Lenders:

          (a) the full and prompt payment of the principal of and interest on
     the Notes when due, whether at stated maturity, upon acceleration or
     otherwise, and at all times thereafter, and the prompt payment of all sums
     which may now be or may hereafter become due and owing under the Notes, the
     Credit Agreement, and the other Loan Documents;

          (b) the payment of all Enforcement Costs (as hereinafter defined in
     Paragraph 7 hereof); and

          (c) the full, complete, and punctual observance, performance, and
     satisfaction of all of the obligations, duties, covenants, and agreements
     of Borrower under the Credit Agreement and the Loan Documents.

All amounts due, debts, liabilities, and payment obligations described in
subparagraphs (a) and (b) of this Paragraph 1 are referred to herein as the
"Facility Indebtedness." All obligations described in subparagraph (c) of this
Paragraph 1 are referred to herein as the "Obligations."

     2. In the event of any default by Borrower in making payment of the
Facility Indebtedness, or in performance of the Obligations, as aforesaid, in
each case beyond the expiration of any applicable grace period, Guarantors
agree, on demand by the Administrative Agent or the holder of a Note, to pay all
the Facility Indebtedness and to perform all the Obligations as are then or
thereafter become due and owing or are to be performed under the terms of the
Notes, the Credit Agreement, and the other Loan Documents.

     3. Guarantors do hereby waive (i) notice of acceptance of this Guaranty by
the Administrative Agent and the Lenders and any and all notices and demands of
every kind which may be required to be given by any statute, rule or law, (ii)
any defense, right of set-off or other claim which Guarantors may have against
Borrower or which Guarantors or Borrower may have against the Administrative
Agent or the Lenders or the holder of a Note, (iii) presentment for payment,
demand for payment (other than as provided for in Paragraph 2 above), notice of
nonpayment (other than as provided for in Paragraph 2 above) or dishonor,
protest and notice of protest, diligence in collection and any and all
formalities which otherwise might be legally required to charge Guarantors with
liability, (iv) any failure by the Administrative Agent and the Lenders to
inform Guarantors of any facts the Administrative Agent and the Lenders may now
or hereafter know about Borrower, the Facility, or the transactions contemplated
by the Credit Agreement, it being understood and agreed that the Administrative
Agent and the Lenders have no duty so to inform and that Guarantors are fully
responsible for being and remaining informed by Borrower of all circumstances
bearing on the existence or creation, or the risk of nonpayment of the Facility
Indebtedness or the risk of nonperformance of the Obligations, and (v) any and
all right to cause a marshalling of assets of Borrower or any other action by
any court or governmental body with respect thereto, or to cause the
Administrative Agent and the Lenders to proceed against any other security given
to a Lender in connection with the Facility Indebtedness or the Obligations.
Credit may be granted or continued from time to time by the Lenders to Borrower
without notice to or authorization from Guarantors, regardless of the financial
or other condition of Borrower at the time of any such grant or continuation.
The Administrative Agent and the Lenders shall have no obligation to disclose or
discuss with Guarantors the Lenders' assessment of the financial condition of
Borrower. Guarantors acknowledge that no representations of any kind whatsoever
have been made by the Administrative Agent and the Lenders to Guarantors. No
modification or waiver of any of the provisions of this Guaranty shall be


                                       D-2


binding upon the Administrative Agent and the Lenders except as expressly set
forth in a writing duly signed and delivered on behalf of the Administrative
Agent and the Lenders. Guarantors further agree that any exculpatory language
contained in the Credit Agreement, the Notes, and the other Loan Documents shall
in no event apply to this Guaranty, and will not prevent the Administrative
Agent and the Lenders from proceeding against Guarantors to enforce this
Guaranty.

     4. Guarantors further agree that Guarantors' liability as guarantor shall
in no way be impaired by any renewals or extensions which may be made from time
to time, with or without the knowledge or consent of Guarantors of the time for
payment of interest or principal under a Note or by any forbearance or delay in
collecting interest or principal under a Note, or by any waiver by the
Administrative Agent and the Lenders under the Credit Agreement, or any other
Loan Documents, or by the Administrative Agent or the Lenders' failure or
election not to pursue any other remedies they may have against Borrower, or by
any change or modification in a Note, the Credit Agreement, or any other Loan
Documents, or by the acceptance by the Administrative Agent or the Lenders of
any security or any increase, substitution or change therein, or by the release
by the Administrative Agent and the Lenders of any security or any withdrawal
thereof or decrease therein, or by the application of payments received from any
source to the payment of any obligation other than the Facility Indebtedness,
even though a Lender might lawfully have elected to apply such payments to any
part or all of the Facility Indebtedness, it being the intent hereof that
Guarantors shall remain liable as principal for payment of the Facility
Indebtedness and performance of the Obligations until all indebtedness has been
paid in full and the other terms, covenants and conditions of the Credit
Agreement, and other Loan Documents and this Guaranty have been performed,
notwithstanding any act or thing which might otherwise operate as a legal or
equitable discharge of a surety. Guarantors further understand and agree that
the Administrative Agent and the Lenders may at any time enter into agreements
with Borrower to amend and modify a Note, the Credit Agreement or any of the
other Loan Documents, or any thereof, and may waive or release any provision or
provisions of a Note, the Credit Agreement, or any other Loan Document and, with
reference to such instruments, may make and enter into any such agreement or
agreements as the Administrative Agent, the Lenders and Borrower may deem proper
and desirable, without in any manner impairing this Guaranty or any of the
Administrative Agent and the Lenders' rights hereunder or any of Guarantors'
obligations hereunder.

     5. This is an absolute, unconditional, complete, present and continuing
guaranty of payment and performance and not of collection. Guarantors agree that
their obligations hereunder shall be joint and several with each other and with
any and all other guarantees given in connection with the Facility from time to
time. Guarantors agree that this Guaranty may be enforced by the Administrative
Agent and the Lenders without the necessity at any time of resorting to or
exhausting any security or collateral, if any, given in connection herewith or
with a Note, the Credit Agreement, or any of the other Loan Documents or by or
resorting to any other guaranties, and Guarantors hereby waive the right to
require the Administrative Agent and the Lenders to join Borrower in any action
brought hereunder or to commence any action against or obtain any judgment
against Borrower or to pursue any other remedy or enforce any other right.
Guarantors further agree that nothing contained herein or otherwise shall
prevent the Administrative Agent and the Lenders from pursuing concurrently or
successively all rights and remedies available to them at law and/or in equity
or under a Note, the Credit Agreement or any other Loan Documents, and the
exercise of any of their rights or the completion of any of their remedies shall
not constitute a discharge of any of Guarantors' obligations hereunder, it being


                                       D-3


the purpose and intent of Guarantors that the obligations of such Guarantors
hereunder shall be primary, absolute, independent and unconditional under any
and all circumstances whatsoever. Neither Guarantors' obligations under this
Guaranty nor any remedy for the enforcement thereof shall be impaired, modified,
changed or released in any manner whatsoever by any impairment, modification,
change, release or limitation of the liability of Borrower under a Note, the
Credit Agreement or any other Loan Document or by reason of Borrower's
bankruptcy or by reason of any creditor or bankruptcy proceeding instituted by
or against Borrower. This Guaranty shall continue to be effective and be deemed
to have continued in existence or be reinstated (as the case may be) if at any
time payment of all or any part of any sum payable pursuant to a Note, the
Credit Agreement or any other Loan Document is rescinded or otherwise required
to be returned by the payee upon the insolvency, bankruptcy, or reorganization
of the payor, all as though such payment to such Lender had not been made,
regardless of whether such Lender contested the order requiring the return of
such payment. The obligations of Guarantors pursuant to the preceding sentence
shall survive any termination, cancellation, or release of this Guaranty.

     6. This Guaranty shall be assignable by a Lender to any assignee of all or
a portion of such Lender's rights under the Loan Documents.

     7. If: (i) this Guaranty, a Note, or any of the Loan Documents are placed
in the hands of an attorney for collection or is collected through any legal
proceeding; (ii) an attorney is retained to represent the Administrative Agent
or any Lender in any bankruptcy, reorganization, receivership, or other
proceedings affecting creditors' rights and involving a claim under this
Guaranty, a Note, the Credit Agreement, or any Loan Document; (iii) an attorney
is retained to enforce any of the other Loan Documents or to provide advice or
other representation with respect to the Loan Documents in connection with an
enforcement action or potential enforcement action; or (iv) an attorney is
retained to represent the Administrative Agent or any Lender in any other legal
proceedings whatsoever in connection with this Guaranty, a Note, the Credit
Agreement, any of the Loan Documents, or any property securing the Facility
Indebtedness (other than any action or proceeding brought by any Lender or
participant against the Administrative Agent alleging a breach by the
Administrative Agent of its duties under the Loan Documents), then Guarantors
shall pay to the Administrative Agent or such Lender upon demand all reasonable
attorney's fees, costs and expenses, including, without limitation, court costs,
filing fees and all other costs and expenses incurred in connection therewith
(all of which are referred to herein as "Enforcement Costs"), in addition to all
other amounts due hereunder.

     8. The parties hereto intend that each provision in this Guaranty 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 Guaranty 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 Guaranty to be illegal, invalid,
unlawful, void or unenforceable as written, then it is the intent of all parties
hereto 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 Guaranty 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 the
Administrative Agent and the Lender or the holder of a Note under the remainder
of this Guaranty shall continue in full force and effect.


                                       D-4


     9. Any indebtedness of Borrower to Guarantors now or hereafter existing is
hereby subordinated to the Facility Indebtedness. Guarantors will not seek,
accept, or retain for Guarantors' own account, any payment from Borrower on
account of such subordinated debt at any time when a Default exists under the
Credit Agreement or the Loan Documents, and any such payments to Guarantors made
while any Default then exists under the Credit Agreement or the Loan Documents
on account of such subordinated debt shall be collected and received by
Guarantors in trust for the Lenders and shall be paid over to the Administrative
Agent on behalf of the Lenders on account of the Facility Indebtedness without
impairing or releasing the obligations of Guarantors hereunder.

     10. Guarantors hereby subordinate to the Facility Indebtedness any and all
claims and rights, including, without limitation, subrogation rights,
contribution rights, reimbursement rights and set-off rights, which Guarantors
may have against Borrower arising from a payment made by Guarantors under this
Guaranty and agree that, until the entire Facility Indebtedness is paid in full,
not to assert or take advantage of any subrogation rights of Guarantors or the
Lenders or any right of Guarantors or the Lenders to proceed against (i)
Borrower for reimbursement, or (ii) any other guarantor or any collateral
security or guaranty or right of offset held by the Lenders for the payment of
the Facility Indebtedness and performance of the Obligations, nor shall
Guarantors seek or be entitled to seek any contribution or reimbursement from
Borrower or any other guarantor in respect of payments made by Guarantors
hereunder. It is expressly understood that the agreements of Guarantors set
forth above constitute additional and cumulative benefits given to the Lenders
for their security and as an inducement for their extension of credit to
Borrower.

     11. Any amounts received by a Lender from any source on account of any
indebtedness may be applied by such Lender toward the payment of such
indebtedness, and in such order of application, as a Lender may from time to
time elect.

     12. Guarantors hereby submit to personal jurisdiction in the State of Ohio
for the enforcement of this Guaranty and waives any and all personal rights to
object to such jurisdiction for the purposes of litigation to enforce this
Guaranty. Guarantors hereby consent to the jurisdiction of either the Cuyahoga
County Court of Common Pleas in Cleveland, Ohio or the United States District
Court in Cleveland, Ohio in any action, suit, or proceeding which the
Administrative Agent or a Lender may at any time wish to file in connection with
this Guaranty or any related matter. Guarantors hereby agree that an action,
suit, or proceeding to enforce this Guaranty may be brought in any state or
federal court in the State of Ohio and hereby waives any objection which
Guarantors may have to the laying of the venue of any such action, suit, or
proceeding in any such court; provided, however, that the provisions of this
Paragraph shall not be deemed to preclude the Administrative Agent or a Lender
from filing any such action, suit, or proceeding in any other appropriate forum.

     13. 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 or at such other address 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
facsimile, shall be deemed given when transmitted. Notice may be given as
follows:


                                       D-5


                  To Guarantors:

                           Glimcher Properties Corporation
                           150 East Gay Street
                           Columbus, Ohio 43215
                           Attention: George A. Schmidt
                           Telephone: 614-621-9000
                           Facsimile: 614-621-8863

                  With a copy to:

                           Glimcher Realty Trust
                           150 East Gay Street
                           Columbus, Ohio 43215
                           Attention: George A. Schmidt
                           Telephone: 614-621-9000
                           Facsimile: 614-621-8863

                  To KeyBank as Administrative Agent and as a Lender:

                           KeyBank National Association
                           227 West Monroe Street, 18th Floor
                           Chicago, Illinois  60606
                           Attention: Real Estate Capital
                           Phone: 312-730-2731
                           Facsimile: 312-730-2755

                  With a copy to:

                           KeyBank National Association
                           127 Public Square
                           Cleveland, Ohio 44114
                           Attention: Real Estate Capital
                           Phone: 216-689-4660
                           Facsimile: 216-689-4997

                  With a copy to:

                           Sonnenschein Nath & Rosenthal, LLP
                           8000 Sears Tower
                           Chicago, Illinois  60606
                           Attention: Patrick G. Moran, Esq.
                           Telephone: (312) 876-8132
                           Facsimile: (312) 876-7934

                  If to any other Lender, to its address set forth in the Credit
Agreement.


                                       D-6


     14. This Guaranty shall be binding upon the heirs, executors, legal and
personal representatives, successors and assigns of Guarantors and shall inure
to the benefit of the Administrative Agent and the Lenders' successors and
assigns.

     15. This Guaranty shall be construed and enforced under the internal laws
of the State of Ohio.

     16. GUARANTORS, THE ADMINISTRATIVE AGENT AND THE LENDERS, BY THEIR
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 GUARANTY OR ANY OTHER
LOAN DOCUMENT OR RELATING THERETO OR ARISING FROM THE LENDING RELATIONSHIP WHICH
IS THE SUBJECT OF THIS GUARANTY AND AGREE THAT ANY SUCH ACTION OR PROCEEDING
SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.


                                       D-7



     IN WITNESS WHEREOF, Guarantors have executed and delivered this Guaranty as
of the date first written above.


                           GLIMCHER REALTY TRUST


                                    By:      ________________________
                                    Name:    ________________________
                                    Title:   ________________________



                           GLIMCHER PROPERTIES CORPORATION


                                    By:      ________________________
                                    Name:    ________________________
                                    Title:   ________________________



                                       D-8


                                    EXHIBIT E
                                    ---------

                      FORM OF OPINION OF BORROWER'S COUNSEL
                      -------------------------------------

                                December 14, 2006


KeyBank,
as Administrative Agent for the Lenders
127 Public Square, 8th Floor
Cleveland, Ohio

     Re: $470,000,000 Credit Facility to Glimcher Properties Limited Partnership

Ladies and Gentlemen:

     We have acted as counsel for the Borrower in connection with a $470,000,000
secured revolving credit facility, (the "Loan"), which Loan is being made
pursuant to that certain Amended and Restated Credit Agreement dated as of
December 14, 2006 (the "Credit Agreement") among the 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 Articles of Incorporation and Bylaws of the
Parent Entities, the partnership agreement and certificate of limited
partnership of the Borrower, 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 and the Parent
Entities and 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 Credit Agreement; and

     2.   [describe promissory notes and other Loan Documents].

     Based upon the foregoing, we are of the opinion that:

     1.   Borrower is a limited partnership 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.


                                       E-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.

     3.   Each Loan Document to which it is a party (a) has been properly
          authorized, executed and delivered by each of the Borrower and the
          Parent Entities, (b) constitutes the legal, valid, and binding
          obligations of the Borrower and the Parent Entities, and (c) is
          enforceable in accordance with its terms.

     4.   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 or the
          Parent Entities of the Loan Documents.

     5.   To our knowledge, there are no actions, suits, or proceedings pending
          or threatened against the Borrower or the Parent Entities before any
          court or governmental entity or instrumentality which could reasonably
          be expected to have a Material Adverse Effect (as defined in the
          Credit Agreement).

     6.   The Loan Documents 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 and the Parent Entities.

     (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.


                                       E-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,




                                       E-3


                                    EXHIBIT F
                                    ---------

                                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 ("Borrower") hereby requests an Advance
pursuant to Section 2.8 of the Amended and Restated Credit Agreement, dated as
of _____________, 2006 (as amended or modified from time to time, the "Credit
Agreement"), among Glimcher Properties Limited Partnership, 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
_____________. 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, Glimcher Properties Limited Partnership 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 4.2 of the Credit
Agreement in connection with such Advance have been satisfied at the time such
proceeds are disbursed.

                        Date:_________________________________

                        Borrower:  Glimcher Properties Limited Partnership,
                        a Delaware limited partnership,

                        By: Glimcher Properties Corporation, its sole general
                            partner

                        By:     _________________________________
                        Name:   _________________________________
                        Its:    _________________________________




                                    EXHIBIT G
                                    ---------

                          AMENDMENT REGARDING INCREASE
                          ----------------------------

     This Amendment to the Amended and Restated Credit Agreement (the
"Agreement") is made as of , , by and among Glimcher Properties Limited
Partnership (the "Borrower"), KeyBank National Association, as "Administrative
Agent," and one or more existing or new "Lenders" shown on the signature pages
hereof.

                                 R E C I T A L S

     A. Borrower, Administrative Agent and certain other Lenders have entered
into an Amended and Restated Credit Agreement dated as of December 14, 2006 (as
amended, the "Credit Agreement"). All capitalized terms used herein and not
otherwise defined shall have the meanings given to them in the Credit Agreement.

     B. Pursuant to the terms of the Credit Agreement, the Lenders initially
agreed to provide Borrower with a revolving credit facility in an aggregate
principal amount of up to $400,000,000. The Borrower and the Agent on behalf of
the Lenders now desire to amend the Credit Agreement in order to, among other
things (i) increase the Aggregate Commitment to $__________________; and (ii)
admit [name of new banks] as "Lenders" under the Credit Agreement.

     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:

                                   AGREEMENTS

     1. The foregoing Recitals to this Amendment hereby are incorporated into
and made part of this Amendment.

     2. From and after _________, ____ (the "Effective Date") (i) [name of new
banks] shall be considered as "Lenders" under the Credit Agreement and the Loan
Documents, and (ii) [name of existing Lenders] shall each be deemed to have
increased its Commitment to the amount shown next to their respective signatures
on the signature pages of this Amendment, each having a Commitment in the amount
shown next to their respective signatures on the signature pages of this
Amendment. The Borrower shall, on or before the Effective Date, execute and
deliver to each new Lender a Note to evidence the Loans to be made by such
Lender.

     3. From and after the Effective Date, the Aggregate Commitment shall equal
__________ Million Dollars ($___,000,000).

     4. For purposes of Section 13.1 of the Credit Agreement (Giving Notice),
the address(es) and facsimile number(s) for [name of new banks] shall be as
specified below their respective signature(s) on the signature pages of this
Amendment.


                                       G-1


     5. The Borrower hereby represents and warrants that, as of the Effective
Date, there is no Default or Unmatured Default, the representations and
warranties contained in Article V of the Credit Agreement are true and correct
in all material respects as of such date and the Borrower has no offsets or
claims against any of the Lenders.

     6. As expressly modified as provided herein, the Credit Agreement shall
continue in full force and effect.

     7. 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.

     IN WITNESS WHEREOF, the parties have executed and delivered this Amendment
as of the date first written above.

                              GLIMCHER PROPERTIES LIMITED PARTNERSHIP,
                              a Delaware limited partnership

                              By: Glimcher Properties Corporation,
                                  its sole general partner

                                          By:      ________________________
                                          Name:    ________________________
                                          Title:   ________________________


                                  Address:
                                  150 East Gay Street
                                  Columbus, Ohio  43215
                                  Phone:  614-621-9000
                                  Facsimile:  614-621-8863
                                  Attention:  George A. Schmidt


                             KEYBANK NATIONAL ASSOCIATION,
                             as Administrative Agent

                                          By:      ________________________
                                          Name:    ________________________
                                          Title:   ________________________

                                  127 Public Square, 8th Floor
                                  OH-01-27-0839
                                  Cleveland, Ohio 44114
                                  Phone:  216-689-4660
                                  Facsimile:  216-689-3566
                                  Attention:  Kevin Murray


                                       G-2


                             With a copy to:

                                  KeyBank National Association
                                  127 Public Square
                                  Cleveland, Ohio 44114
                                  Attention: Lynn Vantaggi
                                  Real Estate Capital Client Services
                                  Phone:  216-689-5694
                                  Facsimile: 216-689-3566



                                       G-3



                                        [NAME OF NEW LENDER]

                                        By:_______________________________
                                        Print Name:_______________________
                                        Title:____________________________

                                        [Address of New Lender]
                                        __________________________________
                                        Phone:____________________________
                                        Facsimile:________________________
                                        Attention:________________________
                                        Amount of Commitment:_____________


                                       G-4


                                  SCHEDULE 5.6
                                  ------------

                                   LITIGATION
                                   ----------
                                (See Section 5.6)


NONE




                                  SCHEDULE 5.7
                                  ------------

        SUBSIDIARIES OF GLIMCHER PROPERTIES LIMITED PARTNERSHIP ("GPLP")


                                 A. CONSOLIDATED
                                 ---------------


o    Grand Central Limited Partnership, a Delaware limited partnership 99% by
     GPLP

o    Morgantown Mall Associates Limited Partnership, an Ohio limited partnership
     99% by GPLP

o    Glimcher University Mall Limited Partnership, a Delaware limited
     partnership 99% by GPLP

o    Weberstown Mall, LLC, a Delaware limited liability company 99% by GPLP

o    WTM Glimcher, LLC, a Delaware limited liability company 100% by Weberstown
     Mall, LLC

o    Glimcher Northtown Venture, LLC, a Delaware limited liability company 100%
     by GPLP

o    Montgomery Mall Associates Limited Partnership, a Delaware limited
     partnership 99% by GPLP

o    Great Plains Metromall, LLC, a Delaware limited liability company 100% by
     GPLP

o    GM Mezz, LLC a Delaware limited liability company 100% by Great Plains
     Metromall, LLC

o    GM Olathe, LLC a Delaware limited liability company 100% by GM Mezz, LLC

o    Johnson City Venture LLC, a Delaware limited liability company 99% by GPLP

o    Mount Vernon Venture, LLC, a Delaware limited liability company 99% by GPLP

o    N.J. Metromall Urban Renewal, Inc., a New Jersey corporation 100% by GPLP

o    JG Elizabeth, LLC, a Delaware limited liability company 100% by GPLP

o    Glimcher JG Urban Renewal, Inc., a New Jersey corporation 100% by GPLP

o    Jersey Gardens Center, LLC, a Delaware limited liability company 100% by
     GPLP

o    Loyal Plaza Venture, L.P., a Delaware limited partnership 99% by GPLP

o    Glimcher Loyal Plaza Tenant, L.P., a Delaware limited partnership 99% by
     GPLP



o    Glimcher Supermall Venture LLC, a Delaware limited liability company 99% by
     GPLP

o    Dayton Mall Venture, LLC, a Delaware limited liability company 99% by GPLP

o    Colonial Park Mall Limited Partnership, a Delaware limited partnership
     99.5% by GPLP

o    Colonial Park Trust, a Delaware business trust 100% by Colonial Park Mall
     Limited Partnership

o    Catalina Partners LP, a Delaware limited partnership 99% by Colonial Park
     Mall Limited Partnership & 1% by Colonial Park Trust

o    San Mall Limited Partnership, a Delaware limited partnership 99.5% by GPLP

o    Charlotte Eastland Mall, LLC, a Delaware limited liability company 99% by
     GPLP

o    Polaris Center, LLC a Delaware limited liability company 99% by GPLP

o    Southside Mall, LLC, a Delaware limited liability company 100% by GPLP

o    Glimcher Ashland Venture, LLC, a Delaware limited liability company 100% by
     GPLP

o    Glimcher River Valley Mall, LLC, a Delaware limited liability company 100%
     by GPLP

o    RVM Glimcher, LLC, a Delaware limited liability company 100% by GPLP

o    Glimcher Columbia, LLC, a Delaware limited liability company 100% by GPLP

o    Fairfield Village, LLC, a Delaware limited liability company 100% by GPLP

o    LC Portland, LLC, a Delaware limited liability company 100% by GPLP

o    GB Northtown, LLC, a Delaware limited liability company 100% by GPLP

o    Glimcher Westshore, LLC, a Delaware limited liability company 100% by GPLP

o    MFC Beavercreek, LLC, a Delaware limited liability company 100% by GPLP

o    EM Columbus, LLC, a Delaware limited liability company 100% by GPLP

o    EM Columbus II, LLC, a Delaware limited liability company 100% by GPLP

o    Polaris Mall, LLC, a Delaware limited liability company 100% by GPLP

o    PFP Columbus, LLC, a Delaware limited liability company 100% by Polaris
     Mall, LLC



o    Mainstreet Maintenance, LLC, an Ohio limited liability company 100% by GPLP

o    Ohio Retail Security, LLC, an Ohio limited liability company 100% by GPLP

o    Wilora Lake Properties, LLC a Delaware limited liability company 100% by
     GPLP

o    Glimcher Polaris, LLC, a Delaware limited liability company 100% by GPLP

o    Scottown Outlot, LLC, a Delaware limited liability company 100% by GPLP

o    Polaris Lifestyle Center, LLC, a Delaware limited liability company 100% by
     GPLP

o    Glimcher Surprise, LLC, a Delaware limited liability company 100% by GPLP

o    GPLP Surprise Venture, LLC, a Delaware limited liability company 100% by
     GPLP

o    Glimcher Kierland Crossing, LLC, a Delaware limited liability company 100%
     by GPLP

o    Glimcher Development Corporation, a Delaware corporation (non-qualified
     REIT subsidiary)100% by GPLP

o    Ohio Entertainment Corporation, a Delaware corporation 100% by Glimcher
     Development Corporation

o    Trans State Development, Inc., a Delaware corporation 100% by Glimcher
     Development Corporation

o    Trans State Development, LLC, a Delaware limited liability company 99% by
     Glimcher Development Corporation & 1% by Trans State Development, Inc.

o    Mason Park Center, Inc., a Delaware corporation 100% by Glimcher
     Development Corporation

o    Mason Park Center, LLC, a Delaware limited liability company 99% by
     Glimcher Development Corporation & 1% by Mason Park Center, Inc.

o    California Retail Security, Inc., an Ohio corporation 100% by Glimcher
     Development Corporation

o    SR 741, Inc., a Delaware corporation 100% by Glimcher Development
     Corporation

o    SR 741, LLC, a Delaware limited liability company 99% by Glimcher
     Development Corporation & 1% by SR 741, Inc.

o    GDC Retail, Inc. a Delaware corporation 100% by Glimcher Development
     Corporation

o    GDC Retail, LLC, a Delaware limited liability company 99% by Glimcher
     Development Corporation & 1% by GDC Retail, Inc.

o    Lyra Polaris, Inc., a Delaware corporation 100% by Glimcher Development
     Corporation

o    Lyra Polaris, LLC, a Delaware limited liability company 99% by Glimcher
     Development Corporation & 1% by Lyra Polaris, Inc.



                                B. Unconsolidated

o    Surprise Peripheral Venture, LLC, an Arizona limited liability company 50%
     by GPLP Surprise Venture, LLC

o    Kierland Crossing, LLC, a Delaware limited liability company 50% by
     Glimcher Kierland Crossing, LLC

o    OG Retail Holding Co., LLC, a Delaware limited liability company 52% by
     GPLP

o    Puente Hills Mall, REIT, LLC, a Delaware limited liability company 100% by
     OG Retail Holding Co., LLC

o    Puente Hills Mall, LLC, a Delaware limited liability company 100% by Puente
     Hills Mall, REIT, LLC

o    Tulsa Promenade REIT, LLC, a Delaware limited liability company 100% by OG
     Retail Holding Co., LLC

o    Tulsa Promenade, LLC, a Delaware limited liability company 100% by Tulsa
     Promenade, REIT, LLC




                                  SCHEDULE 5.13
                                  -------------

           EXCEPTIONS, IF ANY, TO OWNERSHIP FREE OF UNPERMITTED LIENS
           ----------------------------------------------------------
                                 (Section 5.13)

NONE




                                  SCHEDULE 5.20
                                  -------------

                              ENVIRONMENTAL MATTERS
                              ---------------------
                               (See Section 5.20)


NONE



                                  SCHEDULE 6.25
                                  -------------

                   LIST OF ANY EXISTING INDEBTEDNESS SECURED
                   -----------------------------------------
                 BY PLEDGE OF STOCK OR OTHER OWNERSHIP INTERESTS
                 -----------------------------------------------

NONE

EX-10.61

                                                                   Exhibit 10.61

                                    GUARANTY
                                    --------

     This Guaranty is made as of December 14, 2006 by Glimcher Realty Trust, a
real estate investment trust organized under the laws of the State of Maryland
("Glimcher Trust") and Glimcher Properties Corporation, a Delaware corporation
("Glimcher Properties", and together with Glimcher Trust, collectively, the
"Guarantors"), to and for the benefit of KeyBank National Association,
individually ("KeyBank") and as administrative agent ("Administrative Agent")
for itself and the lenders under the Credit Agreement (as defined below) and
their respective successors and assigns (collectively, the "Lenders").

                                    RECITALS
                                    --------

     A. Glimcher Properties Limited Partnership, a limited partnership organized
under the laws of the State of Delaware ("Borrower"), and Guarantors have
requested that the Lenders make a revolving credit facility available to
Borrower in an aggregate principal amount of up to $470,000,000, subject to
future increases up to $600,000,000 (the "Facility").

     B. The Lenders have agreed to make available the Facility to Borrower
pursuant to the terms and conditions set forth in an Amended and Restated Credit
Agreement of even date herewith among Borrower, KeyBank, individually, and as
Administrative Agent, and the Lenders named therein (as amended, modified or
restated from time to time, the "Credit Agreement"). All capitalized terms used
herein and not otherwise defined shall have the meanings ascribed to such terms
in the Credit Agreement.

     C. Borrower has executed and delivered or will execute and deliver to the
Lenders promissory notes in the principal amount of each Lender's Commitment and
promissory notes in the principal amount, if any, of each Lender's Loan as
evidence of Borrower's indebtedness to each such Lender with respect to the
Facility (the promissory notes described above, together with any amendments or
allonges thereto, or restatements, replacements or renewals thereof, and/or new
promissory notes to new Lenders under the Credit Agreement, are collectively
referred to herein as the "Notes").

     D. Glimcher Properties is the sole general partner in the Borrower and
Glimcher Trust is the owner of all of the stock of Glimcher Properties and
certain of the limited partnership interests in the Borrower. Guarantors
acknowledge that the extension of credit by the Administrative Agent and the
Lenders to Borrower pursuant to the Credit Agreement will benefit Guarantors by
enhancing the financial strength of the consolidated group of which Guarantors
and Borrower are members. The execution and delivery of this Guaranty by
Guarantors are conditions precedent to the performance by the Lenders of their
obligations under the Credit Agreement.

                                   AGREEMENTS
                                   ----------

     NOW, THEREFORE, Guarantors, in consideration of the matters described in
the foregoing Recitals, which Recitals are incorporated herein and made a part
hereof, and for other good and valuable consideration, hereby agree as follows:

     1. Guarantors absolutely, unconditionally, and irrevocably guaranty to each
of the Lenders:


                                      -1-


          (a) the full and prompt payment of the principal of and interest on
     the Notes when due, whether at stated maturity, upon acceleration or
     otherwise, and at all times thereafter, and the prompt payment of all sums
     which may now be or may hereafter become due and owing under the Notes, the
     Credit Agreement, and the other Loan Documents;

          (b) the payment of all Enforcement Costs (as hereinafter defined in
     Paragraph 7 hereof); and

          (c) the full, complete, and punctual observance, performance, and
     satisfaction of all of the obligations, duties, covenants, and agreements
     of Borrower under the Credit Agreement and the Loan Documents.

All amounts due, debts, liabilities, and payment obligations described in
subparagraphs (a) and (b) of this Paragraph 1 are referred to herein as the
"Facility Indebtedness." All obligations described in subparagraph (c) of this
Paragraph 1 are referred to herein as the "Obligations."

     2. In the event of any default by Borrower in making payment of the
Facility Indebtedness, or in performance of the Obligations, as aforesaid, in
each case beyond the expiration of any applicable grace period, Guarantors
agree, on demand by the Administrative Agent or the holder of a Note, to pay all
the Facility Indebtedness and to perform all the Obligations as are then or
thereafter become due and owing or are to be performed under the terms of the
Notes, the Credit Agreement, and the other Loan Documents.

     3. Guarantors do hereby waive (i) notice of acceptance of this Guaranty by
the Administrative Agent and the Lenders and any and all notices and demands of
every kind which may be required to be given by any statute, rule or law, (ii)
any defense, right of set-off or other claim which Guarantors may have against
Borrower or which Guarantors or Borrower may have against the Administrative
Agent or the Lenders or the holder of a Note, (iii) presentment for payment,
demand for payment (other than as provided for in Paragraph 2 above), notice of
nonpayment (other than as provided for in Paragraph 2 above) or dishonor,
protest and notice of protest, diligence in collection and any and all
formalities which otherwise might be legally required to charge Guarantors with
liability, (iv) any failure by the Administrative Agent and the Lenders to
inform Guarantors of any facts the Administrative Agent and the Lenders may now
or hereafter know about Borrower, the Facility, or the transactions contemplated
by the Credit Agreement, it being understood and agreed that the Administrative
Agent and the Lenders have no duty so to inform and that Guarantors are fully
responsible for being and remaining informed by Borrower of all circumstances
bearing on the existence or creation, or the risk of nonpayment of the Facility
Indebtedness or the risk of nonperformance of the Obligations, and (v) any and
all right to cause a marshalling of assets of Borrower or any other action by
any court or governmental body with respect thereto, or to cause the
Administrative Agent and the Lenders to proceed against any other security given
to a Lender in connection with the Facility Indebtedness or the Obligations.
Credit may be granted or continued from time to time by the Lenders to Borrower
without notice to or authorization from Guarantors, regardless of the financial
or other condition of Borrower at the time of any such grant or continuation.
The Administrative Agent and the Lenders shall have no obligation to disclose or
discuss with Guarantors the Lenders' assessment of the financial condition of
Borrower. Guarantors acknowledge that no representations of any kind whatsoever
have been made by the Administrative Agent and the Lenders to Guarantors. No
modification or waiver of any of the provisions of this Guaranty shall be
binding upon the Administrative Agent and the Lenders except as expressly set
forth in a writing duly signed and delivered on behalf of the Administrative


                                      -2-


Agent and the Lenders. Guarantors further agree that any exculpatory language
contained in the Credit Agreement, the Notes, and the other Loan Documents shall
in no event apply to this Guaranty, and will not prevent the Administrative
Agent and the Lenders from proceeding against Guarantors to enforce this
Guaranty.

     4. Guarantors further agree that Guarantors' liability as guarantor shall
in no way be impaired by any renewals or extensions which may be made from time
to time, with or without the knowledge or consent of Guarantors of the time for
payment of interest or principal under a Note or by any forbearance or delay in
collecting interest or principal under a Note, or by any waiver by the
Administrative Agent and the Lenders under the Credit Agreement, or any other
Loan Documents, or by the Administrative Agent or the Lenders' failure or
election not to pursue any other remedies they may have against Borrower, or by
any change or modification in a Note, the Credit Agreement, or any other Loan
Documents, or by the acceptance by the Administrative Agent or the Lenders of
any security or any increase, substitution or change therein, or by the release
by the Administrative Agent and the Lenders of any security or any withdrawal
thereof or decrease therein, or by the application of payments received from any
source to the payment of any obligation other than the Facility Indebtedness,
even though a Lender might lawfully have elected to apply such payments to any
part or all of the Facility Indebtedness, it being the intent hereof that
Guarantors shall remain liable as principal for payment of the Facility
Indebtedness and performance of the Obligations until all indebtedness has been
paid in full and the other terms, covenants and conditions of the Credit
Agreement, and other Loan Documents and this Guaranty have been performed,
notwithstanding any act or thing which might otherwise operate as a legal or
equitable discharge of a surety. Guarantors further understand and agree that
the Administrative Agent and the Lenders may at any time enter into agreements
with Borrower to amend and modify a Note, the Credit Agreement or any of the
other Loan Documents, or any thereof, and may waive or release any provision or
provisions of a Note, the Credit Agreement, or any other Loan Document and, with
reference to such instruments, may make and enter into any such agreement or
agreements as the Administrative Agent, the Lenders and Borrower may deem proper
and desirable, without in any manner impairing this Guaranty or any of the
Administrative Agent and the Lenders' rights hereunder or any of Guarantors'
obligations hereunder.

     5. This is an absolute, unconditional, complete, present and continuing
guaranty of payment and performance and not of collection. Guarantors agree that
their obligations hereunder shall be joint and several with each other and with
any and all other guarantees given in connection with the Facility from time to
time. Guarantors agree that this Guaranty may be enforced by the Administrative
Agent and the Lenders without the necessity at any time of resorting to or
exhausting any security or collateral, if any, given in connection herewith or
with a Note, the Credit Agreement, or any of the other Loan Documents or by or
resorting to any other guaranties, and Guarantors hereby waive the right to
require the Administrative Agent and the Lenders to join Borrower in any action
brought hereunder or to commence any action against or obtain any judgment
against Borrower or to pursue any other remedy or enforce any other right.
Guarantors further agree that nothing contained herein or otherwise shall
prevent the Administrative Agent and the Lenders from pursuing concurrently or
successively all rights and remedies available to them at law and/or in equity
or under a Note, the Credit Agreement or any other Loan Documents, and the
exercise of any of their rights or the completion of any of their remedies shall
not constitute a discharge of any of Guarantors' obligations hereunder, it being
the purpose and intent of Guarantors that the obligations of such Guarantors
hereunder shall be primary, absolute, independent and unconditional under any
and all circumstances whatsoever. Neither Guarantors' obligations under this
Guaranty nor any remedy for the enforcement thereof shall be impaired, modified,


                                      -3-


changed or released in any manner whatsoever by any impairment, modification,
change, release or limitation of the liability of Borrower under a Note, the
Credit Agreement or any other Loan Document or by reason of Borrower's
bankruptcy or by reason of any creditor or bankruptcy proceeding instituted by
or against Borrower. This Guaranty shall continue to be effective and be deemed
to have continued in existence or be reinstated (as the case may be) if at any
time payment of all or any part of any sum payable pursuant to a Note, the
Credit Agreement or any other Loan Document is rescinded or otherwise required
to be returned by the payee upon the insolvency, bankruptcy, or reorganization
of the payor, all as though such payment to such Lender had not been made,
regardless of whether such Lender contested the order requiring the return of
such payment. The obligations of Guarantors pursuant to the preceding sentence
shall survive any termination, cancellation, or release of this Guaranty.

     6. This Guaranty shall be assignable by a Lender to any assignee of all or
a portion of such Lender's rights under the Loan Documents.

     7. If: (i) this Guaranty, a Note, or any of the Loan Documents are placed
in the hands of an attorney for collection or is collected through any legal
proceeding; (ii) an attorney is retained to represent the Administrative Agent
or any Lender in any bankruptcy, reorganization, receivership, or other
proceedings affecting creditors' rights and involving a claim under this
Guaranty, a Note, the Credit Agreement, or any Loan Document; (iii) an attorney
is retained to enforce any of the other Loan Documents or to provide advice or
other representation with respect to the Loan Documents in connection with an
enforcement action or potential enforcement action; or (iv) an attorney is
retained to represent the Administrative Agent or any Lender in any other legal
proceedings whatsoever in connection with this Guaranty, a Note, the Credit
Agreement, any of the Loan Documents, or any property securing the Facility
Indebtedness (other than any action or proceeding brought by any Lender or
participant against the Administrative Agent alleging a breach by the
Administrative Agent of its duties under the Loan Documents), then Guarantors
shall pay to the Administrative Agent or such Lender upon demand all reasonable
attorney's fees, costs and expenses, including, without limitation, court costs,
filing fees and all other costs and expenses incurred in connection therewith
(all of which are referred to herein as "Enforcement Costs"), in addition to all
other amounts due hereunder.

     8. The parties hereto intend that each provision in this Guaranty 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 Guaranty 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 Guaranty to be illegal, invalid,
unlawful, void or unenforceable as written, then it is the intent of all parties
hereto 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 Guaranty 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 the
Administrative Agent and the Lender or the holder of a Note under the remainder
of this Guaranty shall continue in full force and effect.

     9. Any indebtedness of Borrower to Guarantors now or hereafter existing is
hereby subordinated to the Facility Indebtedness. Guarantors will not seek,
accept, or retain for Guarantors' own account, any payment from Borrower on
account of such subordinated debt at any time when a Default exists under the
Credit Agreement or the Loan Documents, and any such payments to Guarantors made


                                      -4-


while any Default then exists under the Credit Agreement or the Loan Documents
on account of such subordinated debt shall be collected and received by
Guarantors in trust for the Lenders and shall be paid over to the Administrative
Agent on behalf of the Lenders on account of the Facility Indebtedness without
impairing or releasing the obligations of Guarantors hereunder.

     10. Guarantors hereby subordinate to the Facility Indebtedness any and all
claims and rights, including, without limitation, subrogation rights,
contribution rights, reimbursement rights and set-off rights, which Guarantors
may have against Borrower arising from a payment made by Guarantors under this
Guaranty and agree that, until the entire Facility Indebtedness is paid in full,
not to assert or take advantage of any subrogation rights of Guarantors or the
Lenders or any right of Guarantors or the Lenders to proceed against (i)
Borrower for reimbursement, or (ii) any other guarantor or any collateral
security or guaranty or right of offset held by the Lenders for the payment of
the Facility Indebtedness and performance of the Obligations, nor shall
Guarantors seek or be entitled to seek any contribution or reimbursement from
Borrower or any other guarantor in respect of payments made by Guarantors
hereunder. It is expressly understood that the agreements of Guarantors set
forth above constitute additional and cumulative benefits given to the Lenders
for their security and as an inducement for their extension of credit to
Borrower.

     11. Any amounts received by a Lender from any source on account of any
indebtedness may be applied by such Lender toward the payment of such
indebtedness, and in such order of application, as a Lender may from time to
time elect.

     12. Guarantors hereby submit to personal jurisdiction in the State of Ohio
for the enforcement of this Guaranty and waives any and all personal rights to
object to such jurisdiction for the purposes of litigation to enforce this
Guaranty. Guarantors hereby consent to the jurisdiction of either the Cuyahoga
County Court of Common Pleas in Cleveland, Ohio or the United States District
Court in Cleveland, Ohio in any action, suit, or proceeding which the
Administrative Agent or a Lender may at any time wish to file in connection with
this Guaranty or any related matter. Guarantors hereby agree that an action,
suit, or proceeding to enforce this Guaranty may be brought in any state or
federal court in the State of Ohio and hereby waives any objection which
Guarantors may have to the laying of the venue of any such action, suit, or
proceeding in any such court; provided, however, that the provisions of this
Paragraph shall not be deemed to preclude the Administrative Agent or a Lender
from filing any such action, suit, or proceeding in any other appropriate forum.

     13. 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 or at such other address 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
facsimile, shall be deemed given when transmitted. Notice may be given as
follows:

         To Guarantors:

                  Glimcher Properties Corporation
                  150 East Gay Street
                  Columbus, Ohio 43215
                  Attention:  George A. Schmidt
                  Telephone:  614-621-9000
                  Facsimile:  614-621-8863


                                      -5-


         With a copy to:

                  Glimcher Realty Trust
                  150 East Gay Street
                  Columbus, Ohio 43215
                  Attention:  George A. Schmidt
                  Telephone:  614-621-9000
                  Facsimile:  614-621-8863

         To KeyBank as Administrative Agent and as a Lender:

                  KeyBank National Association
                  227 West Monroe Street, 18th Floor
                  Chicago, Illinois  60606
                  Attention:  Real Estate Capital
                  Phone:   312-730-2731
                  Facsimile:  312-730-2755

         With a copy to:

                  KeyBank National Association
                  127 Public Square
                  Cleveland, Ohio 44114
                  Attention: Real Estate Capital
                  Phone:   216-689-4660
                  Facsimile:  216-689-4997

         With a copy to:

                  Sonnenschein Nath & Rosenthal, LLP
                  8000 Sears Tower
                  Chicago, Illinois  60606
                  Attention: Patrick G. Moran, Esq.
                  Telephone: (312) 876-8132
                  Facsimile: (312) 876-7934

         If to any other Lender, to its address set forth in the Credit
         Agreement.

     14. This Guaranty shall be binding upon the heirs, executors, legal and
personal representatives, successors and assigns of Guarantors and shall inure
to the benefit of the Administrative Agent and the Lenders' successors and
assigns.

     15. This Guaranty shall be construed and enforced under the internal laws
of the State of Ohio.


                                      -6-


     16. GUARANTORS, THE ADMINISTRATIVE AGENT AND THE LENDERS, BY THEIR
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 GUARANTY OR ANY OTHER
LOAN DOCUMENT OR RELATING THERETO OR ARISING FROM THE LENDING RELATIONSHIP WHICH
IS THE SUBJECT OF THIS GUARANTY AND AGREE THAT ANY SUCH ACTION OR PROCEEDING
SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.



                  [Remainder of page intentionally left blank]


                                      -7-


     IN WITNESS WHEREOF, Guarantors have executed and delivered this Guaranty as
of the date first written above.


                     GLIMCHER REALTY TRUST


                              By:      ________________________
                              Name:    George A. Schmidt
                              Title:   Executive Vice President



                     GLIMCHER PROPERTIES CORPORATION


                              By:      ________________________
                              Name:    George A. Schmidt
                              Title:   Executive Vice President



                                      -8-

EX-10.62

                                                                   Exhibit 10.62

                            AMENDED AND RESTATED NOTE
                            -------------------------

                                                               December 14, 2006

     Glimcher Properties Limited Partnership, a limited partnership organized
under the laws of the State of Delaware (the "Borrower"), promises 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 Amended and Restated Credit 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.

     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 Amended and Restated Credit Agreement, dated as of December 14,
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. This Amended and Restated Note replaces that certain Note, dated
August 22, 2005, made by Borrower in favor of Lender, in its entirety.
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.



            (Signature Page to Amended and Restated Note by Glimcher,
                    in favor of Keybank National Association)


                                    GLIMCHER PROPERTIES LIMITED PARTNERSHIP,
                                    a Delaware limited partnership

                                    By: Glimcher Properties Corporation,
                                        its sole general partner


                                    By: _____________________________
                                    Name: George A. Schmidt
                                    Title: Executive Vice President



                            AMENDED AND RESTATED NOTE
                            -------------------------

                                                               December 14, 2006

     Glimcher Properties Limited Partnership, a limited partnership organized
under the laws of the State of Delaware (the "Borrower"), promises to pay to the
order of Eurohypo AG, New York Branch (the "Lender") the aggregate unpaid
principal amount of all Loans made by the Lender to the Borrower pursuant to
Article II of the Amended and Restated Credit 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.

     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 Amended and Restated Credit Agreement, dated as of December 14,
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. This Amended and Restated Note replaces that certain Note, dated
August 22, 2005, made by Borrower in favor of Commerzbank AG, New York Branch,
Lender's predecessor-in-interest, in its entirety. 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.



            (Signature Page to Amended and Restated Note by Glimcher,
                    in favor of Eurohypo AG, New York Branch)


                                    GLIMCHER PROPERTIES LIMITED PARTNERSHIP,
                                    a Delaware limited partnership

                                    By: Glimcher Properties Corporation,
                                        its sole general partner


                                    By: _____________________________
                                    Name: George A. Schmidt
                                    Title: Executive Vice President



                            AMENDED AND RESTATED NOTE
                            -------------------------

                                                               December 14, 2006

     Glimcher Properties Limited Partnership, a limited partnership organized
under the laws of the State of Delaware (the "Borrower"), promises to pay to the
order of Wachovia Bank, 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 Amended and Restated Credit 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.

     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 Amended and Restated Credit Agreement, dated as of December 14,
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. This Amended and Restated Note replaces that certain Note, dated
August 22, 2005, made by Borrower in favor of Lender, in its entirety.
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.



            (Signature Page to Amended and Restated Note by Glimcher,
                in favor of Wachovia Bank, National Association)


                                    GLIMCHER PROPERTIES LIMITED PARTNERSHIP,
                                    a Delaware limited partnership

                                    By: Glimcher Properties Corporation,
                                        its sole general partner


                                    By: _____________________________
                                    Name: George A. Schmidt
                                    Title: Executive Vice President




                                      NOTE
                                      ----

                                                               December 14, 2006

     Glimcher Properties Limited Partnership, a limited partnership organized
under the laws of the State of Delaware (the "Borrower"), promises to pay to the
order of Bank of America, N.A. (the "Lender") the aggregate unpaid principal
amount of all Loans made by the Lender to the Borrower pursuant to Article II of
the Amended and Restated Credit 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.

     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 Amended and Restated Credit Agreement, dated as of December 14,
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.



                      (Signature Page to Note by Glimcher,
                       in favor of Bank of America, N.A.)


                                    GLIMCHER PROPERTIES LIMITED PARTNERSHIP,
                                    a Delaware limited partnership

                                    By: Glimcher Properties Corporation,
                                        its sole general partner


                                    By: _____________________________
                                    Name: George A. Schmidt
                                    Title: Executive Vice President




                            AMENDED AND RESTATED NOTE
                            -------------------------

                                                               December 14, 2006

     Glimcher Properties Limited Partnership, a limited partnership organized
under the laws of the State of Delaware (the "Borrower"), promises to pay to the
order of Charter One Bank, N.A. (the "Lender") the aggregate unpaid principal
amount of all Loans made by the Lender to the Borrower pursuant to Article II of
the Amended and Restated Credit 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.

     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 Amended and Restated Credit Agreement, dated as of December 14,
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. This Amended and Restated Note replaces that certain Note, dated
August 22, 2005, made by Borrower in favor of Lender, in its entirety.
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.



            (Signature Page to Amended and Restated Note by Glimcher,
                       in favor of Charter One Bank, N.A.)


                                    GLIMCHER PROPERTIES LIMITED PARTNERSHIP,
                                    a Delaware limited partnership

                                    By: Glimcher Properties Corporation,
                                        its sole general partner


                                    By: _____________________________
                                    Name: George A. Schmidt
                                    Title: Executive Vice President



                                      NOTE
                                      ----

                                                               December 14, 2006

     Glimcher Properties Limited Partnership, a limited partnership organized
under the laws of the State of Delaware (the "Borrower"), promises to pay to the
order of Aareal Bank AG (the "Lender") the aggregate unpaid principal amount of
all Loans made by the Lender to the Borrower pursuant to Article II of the
Amended and Restated Credit 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.

     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 Amended and Restated Credit Agreement, dated as of December 14,
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.



                      (Signature Page to Note by Glimcher,
                           in favor of Aareal Bank AG)


                                    GLIMCHER PROPERTIES LIMITED PARTNERSHIP,
                                    a Delaware limited partnership

                                    By: Glimcher Properties Corporation,
                                        its sole general partner


                                    By: _____________________________
                                    Name: George A. Schmidt
                                    Title: Executive Vice President



                            AMENDED AND RESTATED NOTE
                            -------------------------

                                                               December 14, 2006

     Glimcher Properties Limited Partnership, a limited partnership organized
under the laws of the State of Delaware (the "Borrower"), promises to pay to the
order of Huntington National Bank (the "Lender") the aggregate unpaid principal
amount of all Loans made by the Lender to the Borrower pursuant to Article II of
the Amended and Restated Credit 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.

     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 Amended and Restated Credit Agreement, dated as of December 14,
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. This Amended and Restated Note replaces that certain Note, dated
August 22, 2005, made by Borrower in favor of Lender, in its entirety.
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.



            (Signature Page to Amended and Restated Note by Glimcher,
                      in favor of Huntington National Bank)


                                    GLIMCHER PROPERTIES LIMITED PARTNERSHIP,
                                    a Delaware limited partnership

                                    By: Glimcher Properties Corporation,
                                        its sole general partner


                                    By: _____________________________
                                    Name: George A. Schmidt
                                    Title: Executive Vice President



                            AMENDED AND RESTATED NOTE
                            -------------------------

                                                               December 14, 2006

     Glimcher Properties Limited Partnership, a limited partnership organized
under the laws of the State of Delaware (the "Borrower"), promises to pay to the
order of National City Bank (the "Lender") the aggregate unpaid principal amount
of all Loans made by the Lender to the Borrower pursuant to Article II of the
Amended and Restated Credit 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.

     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 Amended and Restated Credit Agreement, dated as of December 14,
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. This Amended and Restated Note replaces that certain Note, dated
August 22, 2005, made by Borrower in favor of Lender, in its entirety.
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.



            (Signature Page to Amended and Restated Note by Glimcher,
                         in favor of National City Bank)


                                    GLIMCHER PROPERTIES LIMITED PARTNERSHIP,
                                    a Delaware limited partnership

                                    By: Glimcher Properties Corporation,
                                        its sole general partner


                                    By: _____________________________
                                    Name: George A. Schmidt
                                    Title: Executive Vice President



                            AMENDED AND RESTATED NOTE
                            -------------------------

                                                               December 14, 2006

     Glimcher Properties Limited Partnership, a limited partnership organized
under the laws of the State of Delaware (the "Borrower"), promises to pay to the
order of PNC Bank, 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 Amended and Restated Credit 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.

     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 Amended and Restated Credit Agreement, dated as of December 14,
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. This Amended and Restated Note replaces that certain Note, dated
August 22, 2005, made by Borrower in favor of Lender, in its entirety.
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.



            (Signature Page to Amended and Restated Note by Glimcher,
                   in favor of PNC Bank, National Association)


                                    GLIMCHER PROPERTIES LIMITED PARTNERSHIP,
                                    a Delaware limited partnership

                                    By: Glimcher Properties Corporation,
                                        its sole general partner


                                    By: _____________________________
                                    Name: George A. Schmidt
                                    Title: Executive Vice President



                            AMENDED AND RESTATED NOTE
                            -------------------------

                                                               December 14, 2006

     Glimcher Properties Limited Partnership, a limited partnership organized
under the laws of the State of Delaware (the "Borrower"), promises to pay to the
order of U.S. Bank 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 Amended and Restated Credit 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.

     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 Amended and Restated Credit Agreement, dated as of December 14,
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. This Amended and Restated Note replaces that certain Note, dated
August 22, 2005, made by Borrower in favor of Lender, in its entirety.
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.



            (Signature Page to Amended and Restated Note by Glimcher,
                   in favor of U.S. Bank National Association)


                                    GLIMCHER PROPERTIES LIMITED PARTNERSHIP,
                                    a Delaware limited partnership

                                    By: Glimcher Properties Corporation,
                                        its sole general partner


                                    By: _____________________________
                                    Name: George A. Schmidt
                                    Title: Executive Vice President



                                      NOTE
                                      ----

                                                               December 14, 2006

     Glimcher Properties Limited Partnership, a limited partnership organized
under the laws of the State of Delaware (the "Borrower"), promises to pay to the
order of Lehman Brothers Commercial Bank (the "Lender") the aggregate unpaid
principal amount of all Loans made by the Lender to the Borrower pursuant to
Article II of the Amended and Restated Credit 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.

     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 Amended and Restated Credit Agreement, dated as of December 14,
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.



                      (Signature Page to Note by Glimcher,
                  in favor of Lehman Brothers Commercial Bank)


                                    GLIMCHER PROPERTIES LIMITED PARTNERSHIP,
                                    a Delaware limited partnership

                                    By: Glimcher Properties Corporation,
                                        its sole general partner


                                    By: _____________________________
                                    Name: George A. Schmidt
                                    Title: Executive Vice President



                                      NOTE
                                      ----

                                                               December 14, 2006

     Glimcher Properties Limited Partnership, a limited partnership organized
under the laws of the State of Delaware (the "Borrower"), promises to pay to the
order of MidFirst Bank, a federally chartered savings association (the "Lender")
the aggregate unpaid principal amount of all Loans made by the Lender to the
Borrower pursuant to Article II of the Amended and Restated Credit 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.

     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 Amended and Restated Credit Agreement, dated as of December 14,
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.



         (Signature Page to Note by Glimcher, in favor of MidFirst Bank)


                                    GLIMCHER PROPERTIES LIMITED PARTNERSHIP,
                                    a Delaware limited partnership

                                    By: Glimcher Properties Corporation,
                                        its sole general partner


                                    By: _____________________________
                                    Name: George A. Schmidt
                                    Title: Executive Vice President

EX-10.67

                                                                   Exhibit 10.67


                              EM COLUMBUS II, 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

                                 $43,000,000.00
                             (exclusive of interest)

                           __________________________

                         Dated: As of November 20, 2006
                             Location: Eastland Mall
                                 Columbus, Ohio

 ______________________________________________________________________________

                   PREPARED BY AND UPON RECORDATION RETURN TO:
                         Stroock & Stroock & Lavan, LLP
                    200 South Biscayne Boulevard, Suite 3100
                              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.........................................5
     SECTION 1.3   SECURITY AGREEMENT..........................................5
     SECTION 1.4   FIXTURE FILING..............................................5
     SECTION 1.5   PLEDGES OF MONIES HELD......................................6

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.................................................7
     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.......................................9
     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.....................................15
     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............................................20

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..............................22
     SECTION 9.5   DUTY TO DEFEND; ATTORNEYS' FEES AND OTHER FEES AND
                   EXPENSES...................................................23

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...........................24
     SECTION 10.5  SURVIVAL...................................................24

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.........................................27
     SECTION 15.1  NO ORAL CHANGE.............................................27
     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
     SECTION 15.8  LIMITATION ON LENDER'S RESPONSIBILITY......................28


                                       ii


                                Table of Contents
                                -----------------

                                                                            Page
                                                                            ----

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
$43,000,000.00 (this "Security Instrument") is made as of this 20th day of
November, 2006, EM COLUMBUS II, 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 FORTY-THREE MILLION AND 00/100 DOLLARS ($43,000,000.00) 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 December 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


                                       2


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;


                                       3


     (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.


                                       4


     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.


                                       5


     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."


                                       6


                         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


                                       7


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.


                                       8


     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,


                                       9


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


                                       10


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;


                                       11


     (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


                                       12


     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,


                                       13


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.


                                       14


     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. b) 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


                                       15


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


                                       16


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.


                                       17


     "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


                                       18


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.


                                       19


     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


                                       20


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 5.2.14 of the Loan Agreement.


                                       21


     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.


                                       22


     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.


                                       23


     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. c) 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


                                       24


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,


                                       25


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.


                                       26


                      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.


                                       27


     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]


                                       28


     IN WITNESS WHEREOF, THIS SECURITY INSTRUMENT has been executed by Borrower
as of the day and year first above written.

                                    BORROWER:

                                    EM COLUMBUS II, 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



                                 ACKNOWLEDGEMENT
                                 ---------------



STATE OF ____________      )
                           )ss:
COUNTY OF ____________     )

     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 EM COLUMBUS II, 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
3100 Wachovia Financial Center
200 South Biscayne Boulevard
Miami, Florida  33131-5323
Attention: Eugene P. Balshem



                                    EXHIBIT A

                                LEGAL DESCRIPTION

PARCEL 1 - Fee Simple:

                       DESCRIPTION OF A 18.870 ACRE TRACT
                        LOCATED NORTH OF REFUGEE ROAD AND
                              WEST OF HAMILTON ROAD
                     CITY OF COLUMBUS, FRANKLIN COUNTY, OHIO

Situate in the State of Ohio, County of Franklin, City of Columbus, lying in
Section 28, Township 12, Range 21, Refugee Lands, being part of an original
39.017 acre tract conveyed to EM Columbus, LLC, by deed of record in Instrument
Number 200401080005999, all records herein of the Recorder's Office, Franklin
County, Ohio, and being more particularly described as follows:

BEGIN FOR REFERENCE, at point, referenced by a 3/4 inch iron pin found at a
distance of 0.25 feet east, at the common corner of said original 39.017 acre
tract, an original 17.03 acre tract conveyed to Lazarus Real Estate II, Inc., by
deed of record in Official Record 12166, Page D16, a 0.955 acre tract (Parcel
No. 5WD) conveyed to the State of Ohio, by deed of record in Deed Book 3030,
Page 37, and a 0.660 acre tract (Parcel No. 6WD) conveyed to the State of Ohio,
by deed of record in Deed Book 3095, Page 343;

Thence the following two (2) courses and distances along the lines common to
said original 39.017 acre tract and said original 17.03 acre tract:

1.   South 46(degree)52'45" West, a distance of 434.23 feet, to a cotton gin
     spike set;

2.   North 43(degree)07'15" West, a distance of 128.72 feet, to a cotton gin
     spike set in the line common to said original 39.017 acre tract and said
     original 17.03 acre tract, said cotton gin spike also being at the POINT OF
     TRUE BEGINNING;

Thence the following eleven (11) courses and distances across the said original
39.017 acre tract:

1.   South 46(degree)52'45" West, a distance of 276.51 feet, to a cotton gin
     spike set;

2.   North 43(degree)07'15" West, a distance of 4.83 feet, to a cotton gin spike
     set;

3.   South 46(degree)52'45" West, a distance of 287.00 feet, to a cotton gin
     spike set;

4.   South 43(degree)07'15" East, a distance of 18.17 feet, to a cotton gin
     spike set;



5.   South 46(degree)52'45" West, a distance of 45.00 feet, to a cotton gin
     spike set;

6.   South 43(degree)07'15" East, a distance of 115.17 feet, to a cotton gin
     spike set;

7.   South 46(degree)52'45" West, a distance of 26.36 feet, to a cotton gin
     spike set;

8.   North 88(degree)07'15" West, a distance of 30.00 feet, to a cotton gin
     spike set;

9.   Along a curve to the left, having a central angle of 45(degree)00'00", a
     radius of 100.00 feet, an arc length of 78.54 feet, a chord which bears
     South 69(degree)22'45" West, a chord distance of 76.54 feet, to a cotton
     gin spike set;

10.  South 46(degree)52'45" West, a distance of 88.26 feet, to a cotton gin
     spike set;

11.  Along a curve to the right, having a central angle of 44(degree)10'34", a
     radius of 100.00 feet, an arc length of 77.10 feet, a chord which bears
     South 68(degree)58'02" West, a chord distance of 75.21 feet, to cotton gin
     spike set in the line common to said original 39.017 acre tract and a 1.021
     acre tract conveyed to Sears, Roebuck and Co., by deed of record in Deed
     Book 2647, Page 229;

Thence the following three (3) courses and distances along the lines common to
said original 39.017 acre tract and said 1.021 acre tract:

1.   North 46(degree)52'45" East, a distance of 34.73 feet, to a cotton gin
     spike set;

2.   North 43(degree)07'15" West, a distance of 475.00 feet, to a cotton gin
     spike set;

3.   South 46(degree)52'45" West, a distance of 100.00 feet, to a cotton gin
     spike set at the common corner of said original 39.017 acre tract, said
     1.021 acre tract and an original 16.772 acre tract conveyed to Sears,
     Roebuck and Co., by deed of record in Deed Book 2485, Page 481;

Thence North 43(degree)07'15" West, a distance of 446.00 feet, along the line
common to said original 39.017 acre tract and said original 16.772 acre tract,
to a cotton gin spike set in the line common to said original 16.772 acre tract,
said original 39.017 acre tract and a 1.247 acre tract conveyed to Sears,
Roebuck and Co., by deed of record in Deed Book 3173, Page 250;

Thence the following two (2) courses and distances along the lines common to
said original 39.017 acre tract and said 1.247 acre tract:

1.   North 46(degree)52'45" East, a distance of 127.56 feet, to a cotton gins
     spike set;



2.   North 43(degree)07'15" West, a distance of 124.93 feet, to a 3/4" iron pin
     set at the common corner of said 1.247 acre tract and said original 39.017
     acre tract and in the easterly line of an original 45.707 acre tract
     conveyed to Columbus East Joint-Venture, by deed of record in Official
     Record 13511, Page G18;

3.   Thence North 46(degree)52'45" East, a distance of 655.59 feet, along the
     line common to said original 45.707 acre tract and said original 39.017
     acre tract, to a 3/4 inch iron pin set at the common corner of said
     original 39.017 acre tract and said original 17.03 acre tract;

Thence the following five (5) courses and distances along the lines common to
said original 39.017 acre tract and said original 17.03 acre tract:

1.   South 43(degree)07'15" East, a distance of 124.94 feet, to a cotton gin
     spike set;

2.   South 46(degree)52'45" West, a distance of 41.83 feet, to a cotton gin
     spike set;

3.   South 43(degree)07'15" East, a distance of 318.00 feet, to a cotton gin
     spike set;

4.   North 46(degree)52'45" East, a distance of 208.68 feet, to a cotton gin
     spike set;

5.   South 43(degree)07'15" East, a distance of 553.28 feet, to the POINT OF
     TRUE BEGINNING, containing 18.870 acres, more or less.

The bearings shown hereon are based on the bearing of North 85(degree)37'49"
West for the northerly right-of-way line of Refugee Road (Right-of-way
established by using ODOT plans FRA-270-15.95 and FRA-270-18.155), as determined
from GPS network of field observations performed in November, 2003, (Ohio State
Plane Coordinate System, South Zone, 1986 adjustment).

All iron pin set are 3/4 inch iron pipes, 30 inches in length, with a yellow cap
bearing the name "R.D.ZANDE".



PARCEL 2 - Fee Simple:

                        DESCRIPTION OF A 7.008 ACRE TRACT
                        LOCATED NORTH OF REFUGEE ROAD AND
                              WEST OF HAMILTON ROAD
                     CITY OF COLUMBUS, FRANKLIN COUNTY, OHIO

Situate in the State of Ohio, County of Franklin, City of Columbus, lying in
Section 28, Township 12, Range 12, Refugee Lands and being part of an original
39.017 acre tract conveyed to EM Columbus, LLC, by deed of record in Instrument
Number 200401080005999, all records herein of the Recorder's Office, Franklin
County, Ohio, and being more particularly described as follows:

BEGINNING at a 3/4 inch iron pin found at southwest corner of said original
39.017 acre tract, in the northerly right-of-way line of Refugee Road, also
being a common corner to an original 16.772 acre tract conveyed to Sears,
Roebuck, and Co., by deed of record in Deed Book 2485, Page 481, a 0.66 acre
tract (Parcel No. 152 E-WD) conveyed to the State of Ohio, by deed of record in
Deed Book 3039, Page 102, and a 1.26 acre tract (Parcel No. 152 DWD) conveyed to
the State of Ohio, by deed of record in Deed Book 3095, Page 345;

Thence North 46(degree)52'45" East, a distance of 541.55 feet, along the line
common to said 39.017 acre tract and said original 16.772 acre tract, to a
cotton gin spike set in said common line;

Thence the following three (3) courses and distances on, over and across said
original 39.017 acre tract:

1.   South 43(degree)07'15" East, a distance of 152.99 feet, to a cotton gin
     spike set;

2.   North 46(degree)52'45" East, a distance of 359.52 feet, to a cotton gin
     spike set;

3.   South 43(degree)07'15" East, a distance of 425.94 feet, to a 3/4 inch iron
     pin found in the southeasterly line of said original 39.017 acre tract,
     being the northwesterly right-of-way line of Interstate 270;

Thence South 46(degree)52'10" West, a distance of 350.00 feet, along the line
common to said original 39.017 acre tract and the northwesterly right-of-way of
said Interstate 270, to a 3/4 inch iron pin found at the common corner of said
original 39.017 acre tract and said 1.26 acre tract, said iron pin also being in
the northwesterly right-of-way line of said Interstate 270 and the northerly
right-of-way of Refugee Road;

Thence the following three (3) courses and distances along the lines common to
said original 39.017 acre tract, said 1.26 acre tract and the northerly
right-of-way of said Refugee Road:



1.   North 85(degree)37'49" West, a distance of 526.65 feet, to a 3/4 inch iron
     pin found;

2.   South 04(degree)22'11" West, a distance of 15.00 feet, to an iron pin set;

3.   North 85(degree)37'49" West, a distance of 272.53 feet, to the POINT OF
     BEGINNING, containing 7.008 acres, more or less.

All iron pin set are 3/4 inch iron pipes, 30 inches in length, with a yellow cap
bearing the name "R.D.ZANDE".

The bearings shown hereon are based on the bearing of North 85(degree)37'49"
West for the northerly right-of-way line of Refugee Road (Right-of-way
established using ODOT plans FRA-270-15.95 and FRA-270-270-18.155), as
determined from GPS network of field observations performed in November, 2003,
(Ohio State Plane Coordinate System, South Zone, 1986 adjustment).


PARCEL 3 - Fee Simple:

                        DESCRIPTION OF A 3.219 ACRE TRACT
                        LOCATED WEST OF HAMILTON ROAD AND
                              NORTH OF REFUGEE ROAD
                     CITY OF COLUMBUS, FRANKLIN COUNTY, OHIO

Situate in the State of Ohio, County of Franklin, City of Columbus, lying in
Section 28, Township 12, Range 21, Refugee Lands, being part of an original
17.03 acre tract conveyed to Lazarus Real Estate II, Inc. by deed of record in
Official Record 12166, Page D-16, all records herein of the Recorder's Office,
Franklin County, Ohio, and being more particularly described as follows:

BEGINNING FOR REFERENCE, at a 3/4 inch iron pin found at the southwest corner of
Franksway Street (50 feet-wide) as shown and delineated on the record plat of
FRANKSWAY STREET, MACSWAY AVENUE AND SERVICE ROAD DEDICATION IN RAINIER PARK, a
subdivision of record in Plat Book 45, Page 22, said iron pin also being at the
southeast corner of 3.903 acre tract (Parcel II) conveyed to Eastland Plaza
Limited Partnership, by deed of record in Instrument Number 199917120283701;

Thence North 85(degree)38'57" West, a distance of 617.49 feet, passing a 3/4
inch iron pin (bent) found at a distance of 198.70 feet, along the line common
to said original 17.03 acre tract and said 3.903 acre tract, to a 3/4 inch iron
pin found at the common corner of said original 17.03 acre tract and a 6.000
acre tract conveyed to Eastland Manor, Inc., by deed of record in Deed Book
3622, Page 438;



Thence South 46(degree)52'45" West, a distance of 105.12 feet along the line
common to said original 17.03 acre tract and said 6.000 acre tract, to an iron
pin set, said iron pin being the POINT OF TRUE BEGINNING;

Thence the following two (2) courses and distances over and across said original
17.03 acre tract:

1.   South 43(degree)07'15" East, a distance of 500.94 feet, to a cotton gin
     spike set;

2.   South 46(degree)52'45" West, a distance of 105.83 feet, to a cotton gin
     spike set in the line common to said original 17.03 acre tract and an
     original 39.017 acre tract conveyed to EM Columbus, LLC, by deed of record
     in Instrument Number 200401080005999;

Thence the following five (5) courses and distances along the lines common to
said original 17.03 acre tract and said original 39.017 acre tract:

1.   North 43(degree)07'15" West, a distance of 58.00 feet, to a cotton gin
     spike found;

2.   South 46(degree)52'45" West, a distance of 208.68 feet, to a cotton gin
     spike found;

3.   North 43(degree)07'15" West, a distance of 318.00 feet, to a cotton gin
     spike found;

4.   North 46(degree)52'45" East, a distance of 41.83 feet, to a cotton gin
     spike found;

5.   North 43(degree)07'15" West, a distance of 124.94 feet, to a 3/4" inch iron
     pin found at the common corner of said original 17.03 acre tract and said
     original 39.017 acre tract and in the north line of an original 45.707 acre
     tract conveyed to Columbus East Joint-Venture, by deed of record in
     Official Record 13511, Page G18;

Thence North 46(degree)52'45" East, a distance of 272.68 feet, passing a 3/4
inch iron pin found at a distance of 126.90 feet, along the line common to said
original 17.03 acre tract, said original 45.707 acre tract and said 6.000 acre
tract, to the POINT OF TRUE BEGINNING, containing 3.219 acres, more or less. Of
which being 2.437 acres out of Parcel Number 010-118467 and 0.782 acres out of
Parcel Number 010-005373.

All iron pin set are 3/4 inch iron pipes, 30 inches in length, with a yellow cap
bearing the name "R.D. ZANDE".



The bearings shown hereon are based on the bearing of North 85(degree)37'49"
West for the northerly right-of-way line of Refugee Road (Right-of-way
established by using ODOT plans FRA-270-15.95 and FRA-270-18.155), as determined
from GPS network of field observations performed in November, 2003, (Ohio State
Plane Coordinate System, South Zone, 1986 adjustment).


PARCEL 4 - Fee Simple:

                        DESCRIPTION OF A 0.536 ACRE TRACT
                        LOCATED NORTH OF REFUGEE ROAD AND
                              WEST OF HAMILTON ROAD
                     CITY OF COLUMBUS, FRANKLIN COUNTY, OHIO

Situate in the State of Ohio, County of Franklin, City of Columbus, lying in
Section 28, Township 12, Range 12, Refugee Lands and being part of an original
39.017 acre tract conveyed to EM Columbus, LLC, by deed of record in Instrument
Number 200401080005999, all records herein of the Recorder's Office, Franklin
County, Ohio, and being more particularly described as follows:

BEGIN FOR REFERENCE, at point, reference by a 3/4 inch iron pin found at a
distance of 0.25 feet east, at the common corner of a Proposed 12.598 acre
tract, an original 17.03 acre tract conveyed to Lazarus Real Estate II, Inc., by
deed of record in Official Record 12166, Page D16, a 0.955 acre tract (Parcel
No. 5WD) conveyed to the State of Ohio, by deed of record in Deed Book 3030,
Page 37, and a 0.660 acre tract (Parcel No. 6WD) conveyed to the State of Ohio,
by deed of record in Deed Book 3095, Page 343;

Thence South 04(degree)20'19" West, a distance of 277.78 feet, along the line
common to said original 39.017 acre tract and said 0.660 acre tract, to an iron
pin set, being the POINT OF TRUE BEGINNING;

Thence South 04(degree)20'19" West, a distance of 266.27 feet, along the line
common to said original 39.017 acre tract, said 0.660 acre tract and a 0.62 acre
tract (Parcel No. 152 DWD-1) conveyed to the State of Ohio by deed of record in
Deed Book 3095, Page 345, to an iron pin set;

Thence the following four (4) courses and distances on, over and across said
original 39.017 acre tract;

1.   North 85(degree)39'20" West, a distance of 57.66 feet, to an iron pin set;



2.   Along a curve to the right, having a central angle of 34(degree)00'09", a
     radius of 200.00 feet, an arc length of 118.69 feet, a chord which bears
     North 12(degree)39'25" West, a chord distance of 116.96 feet, to a cotton
     gin spike set;

3.   North 04(degree)20'40" East, a distance of 157.23 feet, to a cotton gin
     spike set;

4.   South 83(degree)54'20" East, a distance of 91.88 feet, to the POINT OF TRUE
     BEGINNING, containing 0.536 acres, more or less.

All iron pin set are 3/4 inch iron pipes, 30 inches in length, with a yellow cap
bearing the name "R.D.ZANDE".

The bearings shown hereon are based on the bearing of North 85(degree)37'49"
West for the northerly right-of-way line of Refugee Road (Right-of-way
established using ODOT plans FRA-270-15.95 and FRA-270-270-18.155), as
determined from GPS network of field observations performed in November, 2003,
(Ohio State Plane Coordinate System, South Zone, 1986 adjustment).

Parcel 5 - Easements:

Easements and Rights for the benefit of Parcel No. 1 as created by the Easement,
Restrictions and Operating Agreement, dated March 1, 1966, filed for record
March 2, 1966 and recorded in Book 2715, Page 519 of Franklin County Records; as
amended by the First Amendment to Easement, Restrictions and Operating
Agreement, dated March 15, 1966, filed for record June 22, 1966 and recorded in
Book 2742, Page 45 of Franklin County Records; as amended by the Second
Amendment to Easement, Restrictions and Operating Agreement, dated May 17, 1971,
filed for record November 9, 1971 and recorded in Book 3189, Page 273of Franklin
County Records; as amended by Third Amendment to Easement, Restrictions and
Operating Agreement, dated September 30, 1974, filed for record March 12, 1975
and recorded in Book 3454, Page 365 of Franklin County Records; being the same
easements and rights identified in the Purchase and Operating Agreement by and
among Federated Department Stores, Inc., Sears, Roebuck & Co. and Columbus
East-Joint Venture, dated as of June 2, 1965; as amended by the First Amendment
to Purchase and Operating Agreement, dated as of February 7, 1966; as amended by
Second Amendment to Purchase and Operating Agreement, dated as of March 15,
1966; as amended by Third Amendment to Purchase and Operating Agreement, dated
as of May 17, 1971, filed for record November 9, 1971 and recorded in Book 3221,
Page 271 of Franklin County Records; as amended by Fourth Amendment to Purchase
and Operating Agreement, dated as of September 30, 1974, filed for record March
12, 1975 and recorded in Book 3510, Page 303 of Franklin County Records; as
assigned by Assignment and Assumption of Operating Agreement, dated as of July
29, 1988, filed for record August 26, 1988 and recorded in ORV 12166, Page E02



as amended by Fourth Amendment to Easements, Restrictions and Operating
Agreement, dated as of December 15, 1994, filed for record September 14, 1995
and recorded in ORV 30025, Page I-03, as amended in Fifth Amendment to
Easements, Restrictions and Operating Agreement, dated as of December 15, 1994
filed for record September 14, 1995 and recorded in ORV 30025, Page I-12, and as
further amended by Amended and Restated Construction, Operating and Reciprocal
Easement Agreement by and among The May Department Stores Company, a New York
corporation, Sears, Roebuck and Co., a New York corporation, Rich's Department
Stores, Inc., an Ohio corporation, and EM Columbus, LLC, a Delaware limited
liability company, dated May 20, 2005 and recorded June 1, 2005 in the
Recorder's Office of Franklin County, Ohio, as Instrument No. 200506010106031,
(the "REA"), and Quitclaim Deed of Easement from J.C. Penney Corporation, Inc.,
a Delaware corporation, to EM Columbus, LLC, a Delaware limited liability
company, dated May 17, 2005, recorded June 1, 2005 as Document No.
200506010106040, all in the Franklin County Recorder's Office, Ohio.


Parcel 6- Easements:

Easement for the Benefit of Parcel No. 1, as created by The Party Wall
Agreement, dated September 1, 1966, filed for record July 11, 1967 and recorded
in Book 2824, Page 459 of Franklin County Records, for the purpose described in
said Party Wall Agreement, over, under and across the land as described in said
Party Wall Agreement, subject to the terms, provisions and conditions set forth
in said document.

Parcel 7- Easements:

Easement for the Benefit of Parcel No. 1, as created by the Deed of Easement,
dated February 6, 1967, filed for record March 16, 1967 and recorded in Book
2796, Page 283 of Franklin County Records, for the purpose described in said
Deed of Easement for constructing, using, replacing and maintaining a sanitary
sewer, tributary connections and appurtenant work, over, under and across the
land as described in said Party Wall Agreement. Subject to the terms, provisions
and conditions set forth in said document.

EX-10.68

                                                                   Exhibit 10.68


                        EM COLUMBUS II, LLC, AS ASSIGNOR
                                   (Borrower)

                                       TO

                     LEHMAN BROTHERS BANK, FSB, AS ASSIGNEE
                                    (Lender)

                                   ASSIGNMENT
                               OF LEASES AND RENTS



                        Dated:     As of November 20, 2006
                        Location:  Eastland Mall
                                   Columbus, Ohio

                   PREPARED BY AND UPON RECORDATION RETURN TO:
                         Stroock & Stroock & Lavan, LLP
                    200 South Biscayne Boulevard, Suite 3100
                              Miami, Florida 33131
                       Attention: Eugene P. Balshem, Esq.



     THIS ASSIGNMENT OF LEASES AND RENTS (this "Assignment") made as of the 20th
day of November, 2006, by EM COLUMBUS II, 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
FORTY-THREE MILLION AND 00/100 DOLLARS ($43,000,000.00) (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.


                                       2


     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


                                       3


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.


                                       4


     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


                                       5


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,


                                       6


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:


                                       7


                  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.


                                       8


     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.







                  [Remainder of Page Intentionally Left Blank]


                                       9


     IN WITNESS WHEREOF, Borrower has executed this instrument the day and year
first above written.


                                   BORROWER:

                                   EM COLUMBUS II, 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




                                 ACKNOWLEDGEMENT


STATE OF _____________     )
                           )ss:
COUNTY OF ____________     )

     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 EM COLUMBUS II, 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
3100 Wachovia Financial Center
200 South Biscayne Boulevard
Miami, Florida  33131-5323
Attention: Eugene P. Balshem



                                    EXHIBIT A
                                    ---------

                                LEGAL DESCRIPTION


PARCEL 1 - Fee Simple:

                       DESCRIPTION OF A 18.870 ACRE TRACT
                        LOCATED NORTH OF REFUGEE ROAD AND
                              WEST OF HAMILTON ROAD
                     CITY OF COLUMBUS, FRANKLIN COUNTY, OHIO

Situate in the State of Ohio, County of Franklin, City of Columbus, lying in
Section 28, Township 12, Range 21, Refugee Lands, being part of an original
39.017 acre tract conveyed to EM Columbus, LLC, by deed of record in Instrument
Number 200401080005999, all records herein of the Recorder's Office, Franklin
County, Ohio, and being more particularly described as follows:

BEGIN FOR REFERENCE, at point, referenced by a 3/4 inch iron pin found at a
distance of 0.25 feet east, at the common corner of said original 39.017 acre
tract, an original 17.03 acre tract conveyed to Lazarus Real Estate II, Inc., by
deed of record in Official Record 12166, Page D16, a 0.955 acre tract (Parcel
No. 5WD) conveyed to the State of Ohio, by deed of record in Deed Book 3030,
Page 37, and a 0.660 acre tract (Parcel No. 6WD) conveyed to the State of Ohio,
by deed of record in Deed Book 3095, Page 343;

Thence the following two (2) courses and distances along the lines common to
said original 39.017 acre tract and said original 17.03 acre tract:

1.   South 46(degree)52'45" West, a distance of 434.23 feet, to a cotton gin
     spike set;

2.   North 43(degree)07'15" West, a distance of 128.72 feet, to a cotton gin
     spike set in the line common to said original 39.017 acre tract and said
     original 17.03 acre tract, said cotton gin spike also being at the POINT OF
     TRUE BEGINNING;

Thence the following eleven (11) courses and distances across the said original
39.017 acre tract:

1.   South 46(degree)52'45" West, a distance of 276.51 feet, to a cotton gin
     spike set;

2.   North 43(degree)07'15" West, a distance of 4.83 feet, to a cotton gin spike
     set;

3.   South 46(degree)52'45" West, a distance of 287.00 feet, to a cotton gin
     spike set;



4.   South 43(degree)07'15" East, a distance of 18.17 feet, to a cotton gin
     spike set;

5.   South 46(degree)52'45" West, a distance of 45.00 feet, to a cotton gin
     spike set;

6.   South 43(degree)07'15" East, a distance of 115.17 feet, to a cotton gin
     spike set;

7.   South 46(degree)52'45" West, a distance of 26.36 feet, to a cotton gin
     spike set;

8.   North 88(degree)07'15" West, a distance of 30.00 feet, to a cotton gin
     spike set;

9.   Along a curve to the left, having a central angle of 45(degree)00'00", a
     radius of 100.00 feet, an arc length of 78.54 feet, a chord which bears
     South 69(degree)22'45" West, a chord distance of 76.54 feet, to a cotton
     gin spike set;

10.  South 46(degree)52'45" West, a distance of 88.26 feet, to a cotton gin
     spike set;

11.  Along a curve to the right, having a central angle of 44(degree)10'34", a
     radius of 100.00 feet, an arc length of 77.10 feet, a chord which bears
     South 68(degree)58'02" West, a chord distance of 75.21 feet, to cotton gin
     spike set in the line common to said original 39.017 acre tract and a 1.021
     acre tract conveyed to Sears, Roebuck and Co., by deed of record in Deed
     Book 2647, Page 229;

Thence the following three (3) courses and distances along the lines common to
said original 39.017 acre tract and said 1.021 acre tract:

1.   North 46(degree)52'45" East, a distance of 34.73 feet, to a cotton gin
     spike set;

2.   North 43(degree)07'15" West, a distance of 475.00 feet, to a cotton gin
     spike set;

3.   South 46(degree)52'45" West, a distance of 100.00 feet, to a cotton gin
     spike set at the common corner of said original 39.017 acre tract, said
     1.021 acre tract and an original 16.772 acre tract conveyed to Sears,
     Roebuck and Co., by deed of record in Deed Book 2485, Page 481;



Thence North 43(degree)07'15" West, a distance of 446.00 feet, along the line
common to said original 39.017 acre tract and said original 16.772 acre tract,
to a cotton gin spike set in the line common to said original 16.772 acre tract,
said original 39.017 acre tract and a 1.247 acre tract conveyed to Sears,
Roebuck and Co., by deed of record in Deed Book 3173, Page 250;

Thence the following two (2) courses and distances along the lines common to
said original 39.017 acre tract and said 1.247 acre tract:

1.   North 46(degree)52'45" East, a distance of 127.56 feet, to a cotton gins
     spike set;

2.   North 43(degree)07'15" West, a distance of 124.93 feet, to a 3/4" iron pin
     set at the common corner of said 1.247 acre tract and said original 39.017
     acre tract and in the easterly line of an original 45.707 acre tract
     conveyed to Columbus East Joint-Venture, by deed of record in Official
     Record 13511, Page G18;

3.   Thence North 46(degree)52'45" East, a distance of 655.59 feet, along the
     line common to said original 45.707 acre tract and said original 39.017
     acre tract, to a 3/4 inch iron pin set at the common corner of said
     original 39.017 acre tract and said original 17.03 acre tract;

Thence the following five (5) courses and distances along the lines common to
said original 39.017 acre tract and said original 17.03 acre tract:

1.   South 43(degree)07'15" East, a distance of 124.94 feet, to a cotton gin
     spike set;

2.   South 46(degree)52'45" West, a distance of 41.83 feet, to a cotton gin
     spike set;

3.   South 43(degree)07'15" East, a distance of 318.00 feet, to a cotton gin
     spike set;

4.   North 46(degree)52'45" East, a distance of 208.68 feet, to a cotton gin
     spike set;

5.   South 43(degree)07'15" East, a distance of 553.28 feet, to the POINT OF
     TRUE BEGINNING, containing 18.870 acres, more or less.



The bearings shown hereon are based on the bearing of North 85(degree)37'49"
West for the northerly right-of-way line of Refugee Road (Right-of-way
established by using ODOT plans FRA-270-15.95 and FRA-270-18.155), as determined
from GPS network of field observations performed in November, 2003, (Ohio State
Plane Coordinate System, South Zone, 1986 adjustment).

All iron pin set are 3/4 inch iron pipes, 30 inches in length, with a yellow cap
bearing the name "R.D.ZANDE".




PARCEL 2 - Fee Simple:

                        DESCRIPTION OF A 7.008 ACRE TRACT
                        LOCATED NORTH OF REFUGEE ROAD AND
                              WEST OF HAMILTON ROAD
                     CITY OF COLUMBUS, FRANKLIN COUNTY, OHIO

Situate in the State of Ohio, County of Franklin, City of Columbus, lying in
Section 28, Township 12, Range 12, Refugee Lands and being part of an original
39.017 acre tract conveyed to EM Columbus, LLC, by deed of record in Instrument
Number 200401080005999, all records herein of the Recorder's Office, Franklin
County, Ohio, and being more particularly described as follows:

BEGINNING at a 3/4 inch iron pin found at southwest corner of said original
39.017 acre tract, in the northerly right-of-way line of Refugee Road, also
being a common corner to an original 16.772 acre tract conveyed to Sears,
Roebuck, and Co., by deed of record in Deed Book 2485, Page 481, a 0.66 acre
tract (Parcel No. 152 E-WD) conveyed to the State of Ohio, by deed of record in
Deed Book 3039, Page 102, and a 1.26 acre tract (Parcel No. 152 DWD) conveyed to
the State of Ohio, by deed of record in Deed Book 3095, Page 345;

Thence North 46(degree)52'45" East, a distance of 541.55 feet, along the line
common to said 39.017 acre tract and said original 16.772 acre tract, to a
cotton gin spike set in said common line;

Thence the following three (3) courses and distances on, over and across said
original 39.017 acre tract:

1.   South 43(degree)07'15" East, a distance of 152.99 feet, to a cotton gin
     spike set;

2.   North 46(degree)52'45" East, a distance of 359.52 feet, to a cotton gin
     spike set;

3.   South 43(degree)07'15" East, a distance of 425.94 feet, to a 3/4 inch iron
     pin found in the southeasterly line of said original 39.017 acre tract,
     being the northwesterly right-of-way line of Interstate 270;



Thence South 46(degree)52'10" West, a distance of 350.00 feet, along the line
common to said original 39.017 acre tract and the northwesterly right-of-way of
said Interstate 270, to a 3/4 inch iron pin found at the common corner of said
original 39.017 acre tract and said 1.26 acre tract, said iron pin also being in
the northwesterly right-of-way line of said Interstate 270 and the northerly
right-of-way of Refugee Road;

Thence the following three (3) courses and distances along the lines common to
said original 39.017 acre tract, said 1.26 acre tract and the northerly
right-of-way of said Refugee Road:

1.   North 85(degree)37'49" West, a distance of 526.65 feet, to a 3/4 inch iron
     pin found;

2.   South 04(degree)22'11" West, a distance of 15.00 feet, to an iron pin set;

3.   North 85(degree)37'49" West, a distance of 272.53 feet, to the POINT OF
     BEGINNING, containing 7.008 acres, more or less.

All iron pin set are 3/4 inch iron pipes, 30 inches in length, with a yellow cap
bearing the name "R.D.ZANDE".

The bearings shown hereon are based on the bearing of North 85(degree)37'49"
West for the northerly right-of-way line of Refugee Road (Right-of-way
established using ODOT plans FRA-270-15.95 and FRA-270-270-18.155), as
determined from GPS network of field observations performed in November, 2003,
(Ohio State Plane Coordinate System, South Zone, 1986 adjustment).



PARCEL 3 - Fee Simple:

                        DESCRIPTION OF A 3.219 ACRE TRACT
                        LOCATED WEST OF HAMILTON ROAD AND
                              NORTH OF REFUGEE ROAD
                     CITY OF COLUMBUS, FRANKLIN COUNTY, OHIO

Situate in the State of Ohio, County of Franklin, City of Columbus, lying in
Section 28, Township 12, Range 21, Refugee Lands, being part of an original
17.03 acre tract conveyed to Lazarus Real Estate II, Inc. by deed of record in
Official Record 12166, Page D-16, all records herein of the Recorder's Office,
Franklin County, Ohio, and being more particularly described as follows:

BEGINNING FOR REFERENCE, at a 3/4 inch iron pin found at the southwest corner of
Franksway Street (50 feet-wide) as shown and delineated on the record plat of
FRANKSWAY STREET, MACSWAY AVENUE AND SERVICE ROAD DEDICATION IN RAINIER PARK, a
subdivision of record in Plat Book 45, Page 22, said iron pin also being at the
southeast corner of 3.903 acre tract (Parcel II) conveyed to Eastland Plaza
Limited Partnership, by deed of record in Instrument Number 199917120283701;

Thence North 85(degree)38'57" West, a distance of 617.49 feet, passing a 3/4
inch iron pin (bent) found at a distance of 198.70 feet, along the line common
to said original 17.03 acre tract and said 3.903 acre tract, to a 3/4 inch iron
pin found at the common corner of said original 17.03 acre tract and a 6.000
acre tract conveyed to Eastland Manor, Inc., by deed of record in Deed Book
3622, Page 438;

Thence South 46(degree)52'45" West, a distance of 105.12 feet along the line
common to said original 17.03 acre tract and said 6.000 acre tract, to an iron
pin set, said iron pin being the POINT OF TRUE BEGINNING;

Thence the following two (2) courses and distances over and across said original
17.03 acre tract:

1.   South 43(degree)07'15" East, a distance of 500.94 feet, to a cotton gin
     spike set;

2.   South 46(degree)52'45" West, a distance of 105.83 feet, to a cotton gin
     spike set in the line common to said original 17.03 acre tract and an
     original 39.017 acre tract conveyed to EM Columbus, LLC, by deed of record
     in Instrument Number 200401080005999;



Thence the following five (5) courses and distances along the lines common to
said original 17.03 acre tract and said original 39.017 acre tract:

1.   North 43(degree)07'15" West, a distance of 58.00 feet, to a cotton gin
     spike found;

2.   South 46(degree)52'45" West, a distance of 208.68 feet, to a cotton gin
     spike found;

3.   North 43(degree)07'15" West, a distance of 318.00 feet, to a cotton gin
     spike found;

4.   North 46(degree)52'45" East, a distance of 41.83 feet, to a cotton gin
     spike found;

5.   North 43(degree)07'15" West, a distance of 124.94 feet, to a 3/4" inch iron
     pin found at the common corner of said original 17.03 acre tract and said
     original 39.017 acre tract and in the north line of an original 45.707 acre
     tract conveyed to Columbus East Joint-Venture, by deed of record in
     Official Record 13511, Page G18;

Thence North 46(degree)52'45" East, a distance of 272.68 feet, passing a 3/4
inch iron pin found at a distance of 126.90 feet, along the line common to said
original 17.03 acre tract, said original 45.707 acre tract and said 6.000 acre
tract, to the POINT OF TRUE BEGINNING, containing 3.219 acres, more or less. Of
which being 2.437 acres out of Parcel Number 010-118467 and 0.782 acres out of
Parcel Number 010-005373.

All iron pin set are 3/4 inch iron pipes, 30 inches in length, with a yellow cap
bearing the name "R.D. ZANDE".

The bearings shown hereon are based on the bearing of North 85(degree)37'49"
West for the northerly right-of-way line of Refugee Road (Right-of-way
established by using ODOT plans FRA-270-15.95 and FRA-270-18.155), as determined
from GPS network of field observations performed in November, 2003, (Ohio State
Plane Coordinate System, South Zone, 1986 adjustment).


PARCEL 4 - Fee Simple:



                        DESCRIPTION OF A 0.536 ACRE TRACT
                        LOCATED NORTH OF REFUGEE ROAD AND
                              WEST OF HAMILTON ROAD
                     CITY OF COLUMBUS, FRANKLIN COUNTY, OHIO

Situate in the State of Ohio, County of Franklin, City of Columbus, lying in
Section 28, Township 12, Range 12, Refugee Lands and being part of an original
39.017 acre tract conveyed to EM Columbus, LLC, by deed of record in Instrument
Number 200401080005999, all records herein of the Recorder's Office, Franklin
County, Ohio, and being more particularly described as follows:

BEGIN FOR REFERENCE, at point, reference by a 3/4 inch iron pin found at a
distance of 0.25 feet east, at the common corner of a Proposed 12.598 acre
tract, an original 17.03 acre tract conveyed to Lazarus Real Estate II, Inc., by
deed of record in Official Record 12166, Page D16, a 0.955 acre tract (Parcel
No. 5WD) conveyed to the State of Ohio, by deed of record in Deed Book 3030,
Page 37, and a 0.660 acre tract (Parcel No. 6WD) conveyed to the State of Ohio,
by deed of record in Deed Book 3095, Page 343;

Thence South 04(degree)20'19" West, a distance of 277.78 feet, along the line
common to said original 39.017 acre tract and said 0.660 acre tract, to an iron
pin set, being the POINT OF TRUE BEGINNING;

Thence South 04(degree)20'19" West, a distance of 266.27 feet, along the line
common to said original 39.017 acre tract, said 0.660 acre tract and a 0.62 acre
tract (Parcel No. 152 DWD-1) conveyed to the State of Ohio by deed of record in
Deed Book 3095, Page 345, to an iron pin set;

Thence the following four (4) courses and distances on, over and across said
original 39.017 acre tract;

1.   North 85(degree)39'20" West, a distance of 57.66 feet, to an iron pin set;



2.   Along a curve to the right, having a central angle of 34(degree)00'09", a
     radius of 200.00 feet, an arc length of 118.69 feet, a chord which bears
     North 12(degree)39'25" West, a chord distance of 116.96 feet, to a cotton
     gin spike set;

3.   North 04(degree)20'40" East, a distance of 157.23 feet, to a cotton gin
     spike set;

4.   South 83(degree)54'20" East, a distance of 91.88 feet, to the POINT OF TRUE
     BEGINNING, containing 0.536 acres, more or less.

All iron pin set are 3/4 inch iron pipes, 30 inches in length, with a yellow cap
bearing the name "R.D.ZANDE".

The bearings shown hereon are based on the bearing of North 85(degree)37'49"
West for the northerly right-of-way line of Refugee Road (Right-of-way
established using ODOT plans FRA-270-15.95 and FRA-270-270-18.155), as
determined from GPS network of field observations performed in November, 2003,
(Ohio State Plane Coordinate System, South Zone, 1986 adjustment).

Parcel 5 - Easements:

Easements and Rights for the benefit of Parcel No. 1 as created by the Easement,
Restrictions and Operating Agreement, dated March 1, 1966, filed for record
March 2, 1966 and recorded in Book 2715, Page 519 of Franklin County Records; as
amended by the First Amendment to Easement, Restrictions and Operating
Agreement, dated March 15, 1966, filed for record June 22, 1966 and recorded in
Book 2742, Page 45 of Franklin County Records; as amended by the Second
Amendment to Easement, Restrictions and Operating Agreement, dated May 17, 1971,
filed for record November 9, 1971 and recorded in Book 3189, Page 273of Franklin
County Records; as amended by Third Amendment to Easement, Restrictions and
Operating Agreement, dated September 30, 1974, filed for record March 12, 1975
and recorded in Book 3454, Page 365 of Franklin County Records; being the same
easements and rights identified in the Purchase and Operating Agreement by and
among Federated Department Stores, Inc., Sears, Roebuck & Co. and Columbus
East-Joint Venture, dated as of June 2, 1965; as amended by the First Amendment
to Purchase and Operating Agreement, dated as of February 7, 1966; as amended by



Second Amendment to Purchase and Operating Agreement, dated as of March 15,
1966; as amended by Third Amendment to Purchase and Operating Agreement, dated
as of May 17, 1971, filed for record November 9, 1971 and recorded in Book 3221,
Page 271 of Franklin County Records; as amended by Fourth Amendment to Purchase
and Operating Agreement, dated as of September 30, 1974, filed for record March
12, 1975 and recorded in Book 3510, Page 303 of Franklin County Records; as
assigned by Assignment and Assumption of Operating Agreement, dated as of July
29, 1988, filed for record August 26, 1988 and recorded in ORV 12166, Page E02
as amended by Fourth Amendment to Easements, Restrictions and Operating
Agreement, dated as of December 15, 1994, filed for record September 14, 1995
and recorded in ORV 30025, Page I-03, as amended in Fifth Amendment to
Easements, Restrictions and Operating Agreement, dated as of December 15, 1994
filed for record September 14, 1995 and recorded in ORV 30025, Page I-12, and as
further amended by Amended and Restated Construction, Operating and Reciprocal
Easement Agreement by and among The May Department Stores Company, a New York
corporation, Sears, Roebuck and Co., a New York corporation, Rich's Department
Stores, Inc., an Ohio corporation, and EM Columbus, LLC, a Delaware limited
liability company, dated May 20, 2005 and recorded June 1, 2005 in the
Recorder's Office of Franklin County, Ohio, as Instrument No. 200506010106031,
(the "REA"), and Quitclaim Deed of Easement from J.C. Penney Corporation, Inc.,
a Delaware corporation, to EM Columbus, LLC, a Delaware limited liability
company, dated May 17, 2005, recorded June 1, 2005 as Document No.
200506010106040, all in the Franklin County Recorder's Office, Ohio.


Parcel 6- Easements:

Easement for the Benefit of Parcel No. 1, as created by The Party Wall
Agreement, dated September 1, 1966, filed for record July 11, 1967 and recorded
in Book 2824, Page 459 of Franklin County Records, for the purpose described in
said Party Wall Agreement, over, under and across the land as described in said
Party Wall Agreement, subject to the terms, provisions and conditions set forth
in said document.

EX-10.69

                                                                   Exhibit 10.69




                                 LOAN AGREEMENT



                          Dated as of November 20, 2006



                                     Between



                               EM COLUMBUS II, 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..............................16


II.  GENERAL TERMS............................................................17

       Section 2.1    Loan Commitment; Disbursement to Borrower...............17
       Section 2.2    Interest; Loan Payments; Late Payment Charge............17
       Section 2.3    Prepayments.............................................19
       Section 2.4    Defeasance..............................................19
       Section 2.5    Release on Payment in Full..............................21


III. CONDITIONS PRECEDENT.....................................................21

       Section 3.1    Conditions Precedent to Closing.........................21


IV.  REPRESENTATIONS AND WARRANTIES...........................................25

       Section 4.1    Borrower Representations................................25
       Section 4.2    Survival of Representations.............................34
       Section 4.3    REA Agreements..........................................34


V.   BORROWER COVENANTS.......................................................36

       Section 5.1    Affirmative Covenants...................................36
       Section 5.2    Negative Covenants......................................43


VI.  INSURANCE; CASUALTY; CONDEMNATION........................................48

       Section 6.1    Insurance...............................................48
       Section 6.2    Casualty................................................51
       Section 6.3    Condemnation............................................51
       Section 6.4    Restoration.............................................52


VII. RESERVE FUNDS............................................................55

       Section 7.1    Required Repair Escrow Fund.............................55
       Section 7.2    Tax and Insurance Escrow Fund...........................56
       Section 7.3    Replacements and Replacement Reserve....................57


                                      -i-


       Section 7.4    Rollover Reserve........................................61
       Section 7.5    [INTENTIONALLY DELETED].................................63
       Section 7.6    [INTENTIONALLY DELETED].................................63
       Section 7.7    Reserve Funds, Generally................................63
       Section 7.8    Provisions Regarding Letters of Credit..................63


VIII.DEFAULTS.................................................................64

       Section 8.1    Event of Default........................................64
       Section 8.2    Remedies................................................66
       Section 8.3    Remedies Cumulative; Waivers............................67


IX.  SPECIAL PROVISIONS.......................................................67

       Section 9.1    Sale of Notes and Securitization........................67
       Section 9.2    Securitization Indemnification..........................68
       Section 9.3    Intentionally Deleted...................................71
       Section 9.4    Exculpation.............................................71
       Section 9.5    Termination of Manager..................................72
       Section 9.6    Servicer................................................73


X.   MISCELLANEOUS............................................................73

       Section 10.1   Survival................................................73
       Section 10.2   Lender's Discretion.....................................73
       Section 10.3   Governing Law...........................................73
       Section 10.4   Modification, Waiver in Writing.........................75
       Section 10.5   Delay Not a Waiver......................................75
       Section 10.6   Notices.................................................75
       Section 10.7   Trial by Jury...........................................76
       Section 10.8   Headings................................................77
       Section 10.9   Severability............................................77
       Section 10.10  Preferences.............................................77
       Section 10.11  Waiver of Notice........................................77
       Section 10.12  Remedies of Borrower....................................77
       Section 10.13  Expenses; Indemnity.....................................78
       Section 10.14  Schedules Incorporated..................................79
       Section 10.15  Offsets, Counterclaims and Defenses.....................79
       Section 10.16  No Joint Venture or Partnership; No Third Party
                      Beneficiaries...........................................79
       Section 10.17  Publicity...............................................79
       Section 10.18  Waiver of Marshalling of Assets.........................80
       Section 10.19  Waiver of Counterclaim..................................80
       Section 10.20  Conflict; Construction of Documents; Reliance...........80
       Section 10.21  Brokers and Financial Advisors..........................80
       Section 10.22  Prior Agreements........................................81
       Section 10.23  Mezzanine Loan Option...................................81


                                      -ii-


XI.  CASH MANAGEMENT..........................................................82

       Section 11.1   Establishment of Accounts...............................82
       Section 11.2   Deposits To and Disbursements from the
                      Clearing Account........................................82
       Section 11.3   Transfer To and Disbursements from the
                      Deposit Account.........................................83
       Section 11.4   Account Name............................................83
       Section 11.5   Eligible Accounts.......................................84
       Section 11.6   Permitted Investments...................................84
       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.................85
       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 November 20, 2006 (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 EM COLUMBUS II, 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 J. C. Penney Corporation, Inc. formerly known as
J.C. Penney Company, and any replacement thereof.

     "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 5.865% per annum.

     "Applicable Laws" shall mean all existing and future federal, state and
local laws, orders, ordinances, governmental rules and regulations and court
orders.

     "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.

     "Borrower" shall mean EM Columbus II, 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.


                                       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.

     "Condemnation Proceeds" shall have the meaning set forth in Section 6.4(b)
hereof.

     "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.

     "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 four percent (4%) of
          Gross Income from Operations or (2) the actual management fees
          incurred, and (B) actual Replacement Reserve Fund contributions; and


                                       3


     (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 Legal Rate, 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.

     "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.


                                       4


     "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.

     "Fitch" shall mean Fitch, Inc.

     "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
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.


                                       5


     "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.

     "Indemnified Liabilities" shall have the meaning set forth in Section
10.13(b).

     "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.

     "JC Penney Lease" shall mean that certain lease at the Property with J.C.
Penney Corporation, Inc. dated March 28, 1966, as amended.

     "JC Penney Space" shall mean that portion of the Property currently demised
under the JC Penney Lease.

     "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.


                                       6


     "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).

     "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.


                                       7


     "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 December 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.

     "May Company Supplement" shall mean that certain Supplemental Agreement
between EM Columbus, LLC and the May Department Stores Company dated May 20,
2005.

     "May Operating Covenant" shall mean that certain operating covenant set
forth in Section 4 of the May Company Supplement.

     "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 Lender" 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 December 11, 2008, a payment equal to all interest that
has accrued on the principal sum of the Note during the preceding Interest
Period, and (ii) for each Payment Date thereafter, a payment equal to
$254,086.48.

     "Moody's" shall mean Moody's Investors Service, Inc.


                                       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 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 FORTY THREE MILLION AND NO DOLLARS ($43,000,000.00), 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
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.


                                       9


     "Pad Store" shall mean the following retail stores located adjacent or
nearby the Property: Macy's and Sears.

     "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
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


                                       10


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 Transferee" shall mean any one of the following Persons:

     (i)  a pension fund, pension trust or pension account that (a) has total
          real estate assets of at least $1 Billion and (b) is managed by a
          Person who controls at least $1 Billion of real estate equity assets;
          or

     (ii) a pension fund advisor who (a) immediately prior to such transfer,
          controls at least $1 Billion of real estate equity assets and (b) is
          acting on behalf of one or more pension funds that, in the aggregate,
          satisfy the requirements of clause (i) of this definition; or

     (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) (a) with a combined capital and surplus of at least $500
          Million and (b) who, immediately prior to such transfer, controls real
          estate equity assets of at least $1 Billion; or


                                       13


     (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 seven (7) regional
          malls totaling at least 3,000,000 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 S&P, Moody's and Fitch, or any other
nationally-recognized statistical rating agency which has been approved by
Lender.

     "REA Agreements" shall mean that certain (i) Amended and Restated
Construction, Operating and Reciprocal Easement Agreement dated May 20, 2005,
recorded as Instrument #200506010106031 in the Recorder's Office for Franklin
County, Ohio; (ii) Supplemental Agreement dated May 20, 2005 between EM
Columbus, LLC and The May Department Stores Company; (iii) Supplemental
Agreement dated May 20, 2005 between EM Columbus, LLC and Sears Roebuck and Co.
and (iv) Supplemental Agreement dated May 20, 2005 between EM Columbus, LLC and
Macy's Central Inc..

     "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.

     "Replacements" shall have the meaning set forth in Section 7.3.1(a).


                                       14


     "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 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.

     "S&P" shall mean Standard & Poor's Ratings Services, a division of McGraw
Hill, Inc.

     "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.

     "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.


                                       15


     "State" shall mean the State or Commonwealth in which the Property or any
part thereof is located.

     "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.

     "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.

     "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.


                                       16


     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.

     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
December, 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.


                                       17


     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.

     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.


                                       18


     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 Premium 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. (1) 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;

          (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;


                                       19


          (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
(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


                                       20


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, Borrower 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.

     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.

     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.


                                       21


     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
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.


                                       22


     (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
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.


                                       23


     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 8,000
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
percent (70%) of the 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
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.


                                       24


     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
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.


                                       25


     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
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.


                                       26


     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
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.


                                       27


     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.

     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,


                                       28


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
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.


                                       29


     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:

     (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


                                       30


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
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;


                                       31


     (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,
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.)


                                       32


     (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.

     (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.


                                       33


     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.

     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.

     Section 4.3 REA Agreements.

     (a) Borrower represents and warrants as follows:

          (i) Neither Borrower nor, to Borrower's actual knowledge, any other
     party is currently in default (nor has any notice been given or received
     with respect to an alleged or current default) under any of the terms and
     conditions of the REA Agreements, and the REA Agreements remain unmodified
     and in full force and effect;


                                       34


          (ii) All easements granted pursuant to the REA Agreements which were
     to have survived the site preparation and completion of construction (to
     the extent that the same has been completed), remain in full force and
     effect and have not been released, terminated, extinguished or discharged
     by agreement or otherwise;

          (iii) All sums due and owing by Borrower to the other parties to the
     REA Agreements (or by the other parties to the REA Agreements to Borrower)
     pursuant to the terms of the REA Agreements, including without limitation,
     all sums, charges, fees, assessments, costs, and expenses in connection
     with any taxes, site preparation and construction, non-shareholder
     contributions, and common area and other property management activities
     have been paid, are current, and no lien has attached on the Property (or
     threat thereof been made) for failure to pay any of the foregoing;

          (iv) The terms, conditions, covenants, uses and restrictions contained
     in the REA Agreements do not conflict in any material manner with any
     terms, conditions, covenants, uses and restrictions contained in any Lease
     or in any agreement between Borrower and occupant of any peripheral parcel,
     including without limitation, conditions and restrictions with respect to
     kiosk placement, tenant restrictions (type, location or exclusivity), sale
     of certain goods or services, and/or other use restrictions; and

          (v) The terms, conditions, covenants, uses and restrictions contained
     in each Lease do not conflict in any material manner with any terms,
     conditions, covenants, uses and restrictions contained in the REA
     Agreements, any other Lease or in any agreement between Borrower and
     occupant of any peripheral parcel, including without limitation, conditions
     and restrictions with respect to kiosk placement, tenant restrictions
     (type, location or exclusivity), sale of certain goods or services, and/or
     other use restrictions.

          (vi) Borrower shall not terminate, cancel or release any party from
     any material obligation under the REA Agreements without Lender's prior
     written consent. Borrower (i) shall observe and perform all the material
     obligations imposed upon Borrower under the REA Agreements; (ii) shall
     promptly send copies to Lender of all notices of default which Borrower
     shall send or receive under or in connection with the REA Agreements; (iii)
     shall enforce all of the material terms, covenants and conditions contained
     in the REA Agreements to be performed or observed by the other party
     thereto; and (iv) shall not materially alter, modify or change the terms of
     the REA Agreements or grant any consent or approval to any action to be
     taken under the REA Agreements without the prior written consent of Lender,
     which approval shall not be unreasonably withheld or delayed; provided,
     however, that Lender's consent shall not be required in connection with a
     modification or amendment of the May Company Supplement solely for the
     purpose of (i) confirming the continued effectiveness of the May Operating
     Covenant notwithstanding the closure of the "Lazarus" department store and
     (ii) requiring the operation of a "Macy's" department store in lieu of a
     "Kaufmann's" department store for the duration of the May Operating
     Covenant.


                                       35


     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
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


                                       36


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
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;


                                       37


     (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
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


                                       38


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.

     (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.


                                       39


     (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.

     (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.


                                       40


     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
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


                                       41


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, (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 or (d)
alterations, additions, reconfiguration, renovations or demolition performed
with respect to the JC Penney Space following the expiration of the JC Penney
Lease pursuant to the terms and provisions of one or more Leases of the JC
Penney Space. 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 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


                                       42


     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.

     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.


                                       43


     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
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


                                       44


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) Following a Securitization, 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, the transferee is controlled by a
     Permitted Owner, and not less than 51% of the direct or indirect equity
     interests in the transferee are owned 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 Sponsor 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


                                       45


          (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 and, provided that
it shall not own any interest in the transferee, Sponsor, shall be released from
any liability under the Loan Documents following such sale or conveyance of all
of the Property, provided that Borrower and Sponsor 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) Following a Securitization, 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) following such transfer one or more Permitted Owners shall control
     Borrower and own at least 51% of the direct or indirect equity interests in
     Borrower;

          (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) intentionally deleted;

          (iv) immediately prior to such transfer or sale no Event of Default
     has occurred and is continuing;

          (v) if, following such sale or transfer, Sponsor 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
     Sponsor 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
     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.


                                       46


Upon satisfaction of the foregoing conditions, if clause (v) shall apply,
Sponsor 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 Sponsor 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 forty-nine percent (49%) 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. (b) 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

          (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).


                                       47


     VI. INSURANCE; CASUALTY; CONDEMNATION

     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
     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
     [eighteen (18) months] from the date that the Property is repaired or
     replaced and operations are resumed, whichever first occurs, and


                                       48


     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 eighteen (18) 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 eighteen
     (18) 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
     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 S&P and "A2" or


                                       49


     better by Moody's, 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 S&P and "A2" or better
     by Moody's;

          (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 "A" or better
by S&P and "A2" or better by Moody's. 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 "A" rating by S&P and "A2" or
better by Moody's.

     (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:

          (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;


                                       50


          (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
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


                                       51


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) the REA Agreement shall remain in full force and effect, and
          the Pad Stores shall make all necessary repairs and restorations to
          their improvements and Macy's shall continue be obligated to continue
          the operation of its store premises pursuant to the May Operating
          Covenant following completion of the Restoration for the duration of
          the May Operating Covenant;

               (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.

          (v) Lender shall not be obligated to make disbursements of the Net
     Proceeds more frequently than once every calendar month.


                                       54


          (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
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".


                                       55


     7.1.2 Release of Required Repair Funds. ii) 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 (a) one-twelfth of the
Taxes that Lender estimates will be payable during the next ensuing twelve (12)
months in order to accumulate with 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


                                       56


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 (if Borrower has made the deposits required
by clause (b) above) 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 $5,170.78 (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.

     7.3.2 Disbursements from Replacement Reserve Account. (c) 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.


                                       57


     (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).

     (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


                                       58


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. (d) 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
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


                                       59


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).

     (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).


                                       60


     (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. (e) 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.

     Section 7.4 Rollover Reserve.


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     7.4.1 Deposits to Rollover Reserve Fund. Borrower shall pay to Lender on
each Payment Date the sum of $23,750.00 (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 $855,000.00.
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".

     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 Rollover Reserve
Monthly 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
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.


                                       62


     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
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.


                                       63


     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;

          (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;


                                       64


          (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
     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;


                                       65


     (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
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


                                       66


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
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;


                                       67


     (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
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.


                                       68


     (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.

     (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.


                                       69


     (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
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.


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     (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;

          (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;


                                       71


          (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.

     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


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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 four percent (4%)
of the gross income derived from the Property.

     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,
INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT AND THE OBLIGATIONS


                                       73


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
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


                                       74


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):

If to Borrower:      EM Columbus II, LLC
                     150 East Gay Street
                     Columbus, Ohio 43215
                     Attention: George A. Schmidt
                     Facsimile No.: (614) 621-8863


                                       75


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: Timothy Johnson
                     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
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.


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     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
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.


                                       77


     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
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


                                       78


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.

     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.


                                       79


     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.

     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.


                                       80


     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.

          (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


                                       81


     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.

     Borrower shall not be obligated to incur any material costs in connection
with this Section 10.23, other than Borrower's counsel's legal fees. 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 ("Clearing Account Agreement").

     (b) Borrower, or Lender on behalf of Borrower, shall, simultaneously
herewith, (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
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 Account
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.


                                       82


     (b) Lender shall authorize and instruct the Clearing Account Bank to
disburse all final and collected funds on deposit in the Clearing Account on
each Business Day into the Deposit Account.

     Section 11.3 Transfer To and Disbursements from the Deposit Account.

     (a) 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.

          (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 1.10:1.00 (and until such time as
     the Debt Service Coverage Ratio shall have been restored above 1.10:1.00
     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.


                                       83


     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
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


                                       84


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
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]


                                       85


     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:

                                    EM COLUMBUS II, 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



                                    LENDER:

                                    LEHMAN BROTHERS BANK FSB, a federal stock
                                    savings bank,


                                    By:________________________________
                                        Name:
                                        Title:




                                   SCHEDULE I
                                   ----------

                                    RENT ROLL




                                   SCHEDULE II
                                   -----------

                                Required Repairs


ADA Compliance:

Wrap drain pipes below lavatory with insulation; protect against contact with
hot, sharp, or abrasive surfaces.




                                  SCHEDULE III
                                  ------------

                              FINANCIAL STATEMENTS




                                   SCHEDULE IV
                                   -----------



                         Form of Tenant Direction Letter
                         -------------------------------


November ___, 2006

VIA CERTIFIED MAIL - RETURN RECEIPT REQUESTED
- ---------------------------------------------

[Tenant name & address]



                      Re:  DBA Name
                           Eastland Mall
                           Columbus, 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,
EM Columbus, LLC has transferred ownership of the Property to a newly formed
subsidiary, EM COLUMBUS II, LLC, and EM COLUMBUS II, 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:

               EM COLUMBUS II, LLC
               Dept. 005EML
               75 Remittance Drive, Suite 6449
               Chicago IL 60675-6449

     All checks should be made payable to "EM COLUMBUS II, 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:

                EM Columbus II, 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 Eastland Mall, 2740-B Eastland Mall, Columbus, OH 43232.

     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.

EM COLUMBUS, LLC,                           EM COLUMBUS II, LLC,
a Delaware limited liability company        a Delaware limited liability company

By: Glimcher Properties Limited             By: Glimcher Properties Limited
    Partnership, a Delaware limited             Partnership, a Delaware limited
    partnership, its sole member                liability company, its sole
                                                member

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

By:______________________________           By: _____________________________
     George A. Schmidt                            George A. Schmidt
     Executive Vice President                     Executive Vice President



Enclosures:

     (1)  Copy of IRS Form W-9

     (2)  Blank Gross Sales Reporting Form

EX-10.70

                                                                   Exhibit 10.70


                                                              New York, New York
                                                         As of November 20, 2006


                  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 EM COLUMBUS II, LLC, a
Delawarel limited liability company having an address at 150 East Gay Street,
Columbus, Ohio 43215 ("Borrower"), the principal sum of FORTY-THREE MILLION AND
00/100 DOLLARS ($43,000,000.00) (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


                                       2


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
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.


                                       3


     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
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, as its sole
                                       general partner


                                       By: _______________________________
                                                  George A. Schmidt
                                              Executive Vice President

EX-10.71

                                                                   Exhibit 10.71

                                 PROMISSORY NOTE

$43,000,000.00                                                New York, New York
                                                         As of November 20, 2006

     FOR VALUE RECEIVED EM COLUMBUS II, 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 FORTY-THREE MILLION AND 00/100 DOLLARS ($43,000,000.00), 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.


                                       2


                             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


                                       3


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]



                                       4


     IN WITNESS WHEREOF, Borrower has duly executed this Note as of the day and
year first above written.


                                   BORROWER:

                                   EM COLUMBUS II, 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




                                 ACKNOWLEDGMENT

STATE OF _____________     )
                           )ss:
COUNTY OF ____________     )

     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 EM COLUMBUS II, 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-10.103

                                                                  Exhibit 10.103

                     FIRST AMENDED AND RESTATED GROUND LEASE
                     ---------------------------------------

     THIS FIRST AMENDED AND RESTATED GROUND LEASE ("Lease") is made and entered
into this 6th day of December, 2006, (the "Effective Date") by and between SUCIA
SCOTTSDALE, LLC, a Delaware limited liability company ("Landlord"), and KIERLAND
CROSSING, LLC, a Delaware limited liability company ("Tenant"). This Lease
supersedes and replaces in its entirety that certain "Ground Lease" dated
effective as of the May 12, 2006, by and between Landlord and Tenant, as
amended.

                                   WITNESSETH:

     WHEREAS, Landlord is the owner of certain land in the City of Scottsdale,
Maricopa County, Arizona upon which land Landlord intends to develop a mixed use
development to be known as "Scottsdale Crossing" and

     WHEREAS, Landlord has agreed to lease a portion of the aforesaid land to
Tenant herein for the period(s), at the rental and upon the terms hereinafter
provided.

     NOW, THEREFORE, Landlord and Tenant covenant and agree as follows:

                                    ARTICLE 1
                                    ---------

                             BASIC LEASE INFORMATION
                             -----------------------

     1.1 In addition to the other provisions which are elsewhere defined in this
Lease, the following, whenever used in this Lease, shall have the meanings set
forth in this Paragraph:

          (a) "Affiliate" means, 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 member, partner, shareholder, director or
officer of such Person or of an Affiliate of such Person. For the purposes of
this definition, "control" when used with respect to any specified Person means
the power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities or other
beneficial interest, by contract or otherwise; and the terms "controlling" and
"controlled" have the meanings correlative to the foregoing.

          (b) "CCRs" means a mutually acceptable agreement covering the
covenants, conditions, restrictions and easements which will provide for the
integrated development and operation of the Development, as the same may be
amended, restated, modified or supplemented from time to time.

          (c) "Claims" means all liabilities, claims, damages, losses,
penalties, litigation, demands, causes of action (whether in tort or contract,
in law or at equity or otherwise), suits, proceedings, judgments, disbursements,
charges, assessments and expenses (including attorneys' and experts' fees and
expenses incurred in investigating, defending or prosecuting any litigation,
claim or proceeding).


                                       1


          (d) "Common Areas" means, with respect to all or any portion of
Complete Site, all areas, facilities and improvements designated as common areas
in the CCRs.

          (e) "Complete Site" means the real property described in Exhibit A-2.

          (e)(2) "Commencement of Construction" shall have the meaning set forth
in Section 3.14 herein.

          (e)(3) "Completion Letter of Credit" shall have the meaning set forth
in Section 3.14 herein.

          (f) "Constant Dollars" means the present value of the dollars to which
such phrase refers. An adjustment shall occur on January 1 of the tenth calendar
year following the Date of this Lease, and thereafter at five (5) year
intervals. Constant Dollars shall be determined by multiplying the dollar amount
to be adjusted by a fraction, the numerator of which is the Current Index Number
and the denominator of which is the Base Index Number. The "Base Index Number"
shall be the level of the Index for the month during which the Effective Date of
this Lease occurs; the "Current Index Number" shall be the level of the Index
for the month of September of the year preceding the adjustment year; the
"Index" shall be the Consumer Price Index for All Urban Consumers ("CPI-U") for
the West Region published by the Bureau of Labor Statistics of United States
Department of Labor (base year 1982-84=100), or any successor index thereto as
hereinafter provided. If publication of the Index is discontinued, or if the
basis of calculating the Index is materially changed, then the Approving Parties
shall substitute for the Index comparable statistics as computed by an agency of
the United States Government or, if none, by a substantial and responsible
periodical or publication of recognized authority most closely approximating the
result which would have been achieved by the Index.

          (g) "Default Interest" means that interest rate set forth in Section
28.3.

          (h) "Development" means the Complete Site and buildings and other
improvements from time to time constituting an integrated retail, office,
residential and hotel mixed use development which Landlord and Tenant intend to
construct or cause to be constructed, to be commonly known as "Scottsdale
Crossings," shown substantially as the same shall exist after construction of
the improvements contemplated under this Lease on the Site Plan, as the same
shall be changed from time to time.

          (i) "Dial" means The Dial Corporation, a Delaware corporation.

          (j) "Dial Lease" means the following documents, collectively:

               (i) The Dial Corporation Lease Agreement for the Existing DTAC
Building Interim Lease, dated June 30, 2002;

               (ii) Memorandum of Lease and Rights of First Refusal, dated June
30, 2000;

               (iii) Right of First Refusal Agreement, dated June 30, 2000;


                                       2


               (iv) Declaration of Covenants, Conditions and Restrictions, dated
June 30, 2000;

               (v) Estoppel Certificate dated April 17, 2001;

               (vi) First Amendment to Lease Agreement (Existing) DTAC Building,
dated December 28, 2000;

               (vii) Second Amendment to Lease Agreement (Existing) DTAC
Building, dated February 12, 2001;

               (viii) Third Amendment to Lease Agreement (Existing) DTAC
Building, dated May 15, 2001; and

               (ix) Fourth Amendment to the Dial Corporation Lease Agreement for
the Existing DTAC Building, dated April 1, 2003.

          (k) "Environmental Laws" means all federal, state and local laws,
ordinances, rules, regulations, guidelines, decisions and orders now in effect
or hereafter enacted that deal with the regulation or protection of the public
health or environment (including the ambient air, groundwater, surface water and
land, including sub-strata land), including, without limitation, all of the
following: the Comprehensive Environmental Response, Compensation, and Liability
Act, 42 U.S.C. ss. 9601 et seq.; the Hazardous Materials Transportation Act, 49
U.S.C. ss. 1801 et seq.; the Resource Conservation and Recovery Act, 42 ss. 6941
et seq.; the Toxic Substances Control Act, 15 U.S.C. ss. 2601 et seq.; the Safe
Drinking Water Act, 42 U.S.C. ss. 300h et seq.; the Clean Water Act, 33 U.S.C.
ss. 1251 et seq.; the Clean Air Act, 42 U.S.C. ss. 7401 et seq.; the
Occupational Health and Safety Act, 29 U.S.C. ss. 651 et seq.; the Arizona
Hazardous Waste Management Act, A.R.S. ss. 49-921 et seq.; the Arizona
Environmental Quality Act, Laws 1986, Ch. 368; Laws 1987, Ch. 317, as amended;
the Arizona Underground Storage Tank Regulation Act, A.R.S. ss. 49-1001 et seq.;
all regulations or guidelines adopted pursuant to any of the foregoing; and
common law doctrines relating to the subject matter of the foregoing-listed
laws.

          (l) "Floor Area" means, with respect to any space within the
Development, the actual number of square feet of floor space of such space,
measured to the center line of all party or adjacent tenant walls, to the
exterior faces of all other walls and to the building line where there is no
wall, without deduction or exclusion for any space occupied or used by columns,
stairs or other interior construction or equipment within such space.

          (m) "Joint Development Agreement" means a mutually acceptable
development agreement pursuant to which Affiliates of the Landlord and Tenant
will develop the infrastructure and common elements of the Development.

          (n) "Hazardous Substance" means any substance, matter, material, waste
or pollutant, the generation, storage, disposal, handling, release (or
threatened release), treatment, discharge or emission of which is regulated
under any Environmental Law.

          (o) "Indemnify" means indemnify, defend (with counsel reasonably
acceptable to Landlord) and hold free and harmless for, from and against.


                                       3


          (o)(1) "Landlord's Mortgagee" means any lender or lenders to the
Landlord holding a deed of trust, mortgage, or other security interest
encumbering the Landlord's fee estate in the Premises.

          (p) "Landlord Parties" means Landlord, Landlord's Mortgagee, their
respective agents, contractors and employees and all Persons claiming through
any of those Persons.

          (q) "Landlord's Retained Land" means that portion of Complete Site
described in Exhibit A-3.

          (r) "Lease Year" means each twelve (12) month period beginning with
January 1, 2007 and each anniversary thereof.

          (s) "Losses and Liabilities" means all liabilities, claims, losses,
causes of action, charges, penalties, damages, costs or expenses (including
reasonable attorneys' fees and costs), of whatsoever character, nature and kind,
whether to property or Person, whether by direct or derivative action, and
whether known or unknown, suspected or unsuspected, or latent or patent.

          (t) "Mortgage" means a mortgage, deed of trust, security instrument or
other instrument intended to secure indebtedness.

          (u) "Mortgagee" means the mortgagee, beneficiary or secured party
under a Mortgage.

          (v) "Notice Address" means:

              (i)  for Landlord:     Sucia Scottsdale, LLC
                                     c/o Sucia Manager, LLC
                                     c/o The Wolff Company, LLC
                                     8320 E. Hartford Dr., Ste. 101
                                     Scottsdale, AZ  85255
                                     Attn:  Timothy M. Wolff

                   with a copy to:   Lukins & Annis, P.S.
                                     717 W. Sprague Ave., Se. 1600
                                     Spokane, WA  99201
                                     Attn:  James S. Black, Esq.

              (ii) for Tenant:       Kierland Crossing, LLC
                                     150 East Gay Street, 24th Floor
                                     Columbus, OH  43215
                                     Attn:  George A. Schmidt, Esq.,
                                     Executive Vice President

          (w) "Partial Lease Year" means any portion of the Preliminary Term or
Primary Term comprising less than a full Lease Year.


                                       4


          (x) "Person" means 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.

          (y) [Intentionally Left Blank].

          (z) "Preliminary Term" means that period of time from the Effective
Date to the Rent Commencement Date.

          (aa) "Premises" means the portion of the Complete Site described in
Exhibit A-1, together with all easement, hereditaments, rights, privileges and
appurtenances to the same belonging.

          (bb) "Prime Rate" means the highest prime rate published in the Money
Rates column of The Wall Street Journal.

          (cc) "Primary Term" means ninety-nine (99) Lease Years following the
Rent Commencement Date.

          (dd) "Project" means the Premises and buildings and other improvements
from time to time constituting an integrated retail and office mixed use
development which Tenant intends to construct or cause to be constructed, as the
same may be changed from time to time.

          (ee) "Rent Commencement Date" means December 6, 2006.

          (ff) "Substantial Completion" shall have the meaning set forth in
Section 3.14 herein.

          (gg) "Tenant's Mortgagee" means any lender or lenders to the Tenant
holding a deed of trust, mortgage, or other security interest encumbering the
Tenant's leasehold estate in the Premises.

          (hh) "Tenant Parties" means Tenant, Tenant's agents, contractors and
employees, and all Persons claiming by, through or under any of these Persons.
(ii) "Term" means the Preliminary Term and the Primary Term, collectively.

          (jj) "Waives" means that the applicable party waives and knowingly and
voluntarily assumes the risk of.

     1.2 Reference to Articles and Exhibits appearing in this Article are
intended to designate some of the other places in this Lease where additional
provisions applicable to the particular Lease provision appear. These references
are for convenience only and shall not be deemed all inclusive. Each reference
in this Lease to any of the Lease provisions contained in Section 1.1 of this
Article shall be construed to incorporate all of the terms provided for under
such provisions and such provisions shall be read in conjunction with all other
provisions of this Lease applicable thereto. If there is any conflict between
any of the Lease provisions set forth in Section 1.1 of this Article and any
other provisions of this Lease, the latter shall control.


                                       5


                                    ARTICLE 2
                                    ---------

                                 DEMISE AND TERM
                                 ---------------

     2.1 Landlord, in consideration of the rents herein reserved and of the
agreements, terms, covenants and conditions herein contained and expressed on
the part of Tenant to be kept, performed and fulfilled, demises and lets unto
Tenant, and Tenant hereby leases, hires and takes of and from Landlord the
Premises during the Term, TO HAVE AND TO HOLD said Premises for the Term.

     2.2 Effective as of the Rent Commencement Date, Landlord hereby assigns and
transfers all of Landlord's right, title and interest in and to the Dial Lease
to Tenant and Tenant hereby assumes all of Landlord's rights and obligations
arising under or by virtue of the Dial Lease. On or prior to the Rent
Commencement Date, Landlord shall provide to Tenant evidence reasonably
satisfactory to Tenant that Dial has consented to such assignment and has agreed
that all rental payments and other obligations of Dial to the landlord under the
Dial Lease are to thereafter be rendered by Dial to Tenant. If at any time prior
to the Rent Commencement Date this Lease is terminated, the assignment and
assumption of the Dial Lease under this Section 2.3 shall be void ab initio.

                                    ARTICLE 3
                                    ---------

                                      RENT
                                      ----

     3.1 Tenant shall pay to Landlord without notice or demand and without
deduction or offset of any amount for any reason whatsoever, annual rent for the
Premises ("Base Rent"), payable in advance in twelve (12) equal monthly
installments on the first day of each month during the Primary Term (each such
date, a "Rent Payment Date"); provided, however, that during the first
forty-eight (48) months of the Primary Term, payment of Base Rent shall be in
accordance with Section 3.13. Should the Rent Commencement Date not be the first
day of a calendar month, the first payment of Base Rent will be in a prorated
amount that is based upon the applicable Base Rent amount and the actual number
of days in the first partial calendar month of the Primary Term. No Base Rent or
other charges shall be due or payable with respect to the Preliminary Term.

     3.2 Base Rent for the first Lease Year and any Partial Lease Year preceding
the first Lease Year shall be an amount equal to the sum of Five Million Two
Hundred Thousand Dollars ($5,200,000).

     3.3 Commencing on the first day of the second (2nd) Lease Year and
continuing on each anniversary thereof until the tenth (10th) Lease Year, the
Base Rent shall increase to an amount equal to one hundred and one and one half
percent (101.5%) of the Base Rent effective for the preceding Lease Year.


                                       6


     3.4 Commencing on the first day of the eleventh (11th) Lease Year and
continuing on each anniversary thereof until the fifteenth (15th) Lease Year,
the Base Rent shall increase to an amount equal to one hundred and one and three
quarters percent (101.75%) of the Base Rent effective for the preceding Lease
Year.

     3.5 Commencing on the first day of the sixteenth (16th) Lease Year and
continuing on each anniversary thereof until the twentieth (20th) Lease Year,
the Base Rent shall increase to an amount equal to one hundred and one and eight
hundred seventy five thousandths percent (101.875%) of the Base Rent effective
for the preceding Lease Year.

     3.6 Commencing on the first day of the twenty-first (21st) Lease Year and
continuing on each anniversary thereof until the fortieth (40th) Lease Year, the
Base Rent shall increase to an amount equal to one hundred and two percent
(102%) of the Base Rent effective for the preceding Lease Year.

     3.7 Base Rent for the fortieth (40th) Lease Year (the "Base Year") shall be
the Fair Market Rent (as defined below) and determined in the following manner.

          (a) The term "Fair Market Rent" means an amount that represents the
fair market rent for the Premises, as if vacant and unimproved and unencumbered
by this Lease or any subleases of space in the Project and otherwise under the
terms and conditions of this Lease, but considering then current market
conditions.

          (b) Landlord and Tenant will negotiate in good faith to determine Fair
Market Rent. If Landlord and Tenant are unable to do so at least one hundred
eighty (180) days before commencement of the Base Year, the Fair Market Rent
will be determined by appraisal. Landlord will obtain from a real estate
appraiser an MAI appraisal of the fair market value for the Premises, as if
vacant, unimproved, and unencumbered by this Lease or any subleases (the
"Premises Value") as well as a fair market value capitalization rate (the "Cap
Rate") for the Premises considering the then current market conditions and the
then current use of the Premises. The Fair Market Rent shall be calculated by
multiplying the Premises Value by the Cap Rate. If Tenant disagrees with the
Landlord's appraiser's calculation of the Fair Market Rent, then Tenant will
obtain its own MAI appraisal of the Premises Value, Cap Rate, and determination
of Fair Market Rent. If the two appraised Fair Market Rent amounts are within
ten percent (10%) of each other, the average of the appraised Fair Market Rent
amounts will be the new Base Rent. If the two appraised Fair Market Rents differ
by more than ten percent (10%) then a third appraisal will be obtained by an
appraiser to be agreed upon by both the Landlord's and Tenant's appraisers and
the average of the two closest appraised Fair Market Rent amounts will become
the Base Rent. In no event shall the Base Rent be reduced below the previous
year's Base Rent. Each appraiser shall be a certified Member of the Appraisal
Institute (or any successor of such institute, or if such institute or successor
shall no longer be in existence, a recognized national association or institute
of appraisers) and have at least fifteen (15) years continuous experience in the
business of appraising commercial and retail properties in the Scottsdale,
Arizona area.

     3.8 Commencing on the first day of the forty-first (41st) Lease Year and
continuing on each anniversary thereof until the end of the Primary Term, the
Base Rent shall increase to an amount equal to one hundred and two percent
(102%) of the Base Rent effective for the preceding Lease Year.


                                       7


     3.9 If Tenant, at any time during the Primary Term, changes the primary use
of the Premises (e.g. from "retail" to "residential", etc.), Base Rent for the
Lease Year following the Lease Year in which such change of use is made shall be
modified to be the then current Fair Market Rent, determined in accordance with
Section 3.7 hereof, with the exception that the changed use shall be valued and
not the current use. In no event shall the Base Rent be reduced below the
previous year's Base Rent. Commencing on the first day of each succeeding year
after a change in Base Rent in accordance with this Section 3.9, Base Rent shall
increase to an amount equal to one hundred and two percent (102%) of the Base
Rent effective for the preceding Lease Year.

     3.10 All amounts payable under this Article, as well as all other amounts
payable by Tenant to Landlord under the terms and provisions of this Lease,
shall be payable to Landlord's Notice Address, or at such other place as
Landlord shall, from time to time, designate by notice to Tenant.

     3.11 In addition to Annual Base Rent, Tenant shall pay all Taxes, insurance
premiums, and other sums, charges, liabilities, obligations and other amounts of
whatsoever nature that are required to be paid by Tenant to Landlord pursuant to
this Lease without deduction or offset of any amount for any reason whatsoever.
Those additional amounts are collectively referred to as "Additional Rent." It
is intended that the rent provided for in this Lease shall be absolutely net to
Landlord throughout the Primary Term hereof, free of any taxes (except as
provided in Section 4.6), costs, expenses, liabilities, charges or other
deductions whatsoever, with respect to the Premises or Project and/or the
construction, ownership, leasing, operation, maintenance, repair, rebuilding,
use or occupation thereof, or with respect to any interest of Landlord therein.
So long as Tenant is not then in default under this Lease and except as
otherwise expressly provided in this Lease (including as provided in this
Section 3.11), Tenant may pay applicable items of Additional Rent directly to
the person entitled thereto.

     3.12 Tenant acknowledges that late payment by Tenant to Landlord of any
sums due under this Lease will cause Landlord to incur costs not contemplated by
this Lease--including processing and accounting charges, and late charges that
may be imposed on Landlord. As a fair and reasonable estimate of the costs that
Landlord will incur by reason of late payment by Tenant, and in addition to any
other charges provided for herein, Tenant agrees to pay Landlord a late fee of
five percent (5%) of the overdue amount on all amounts not paid by Tenant to
Landlord on or before the fifth (5th) day of each month. Any sums that remain
unpaid to Landlord by Tenant after ten (10) days shall bear Default Interest
until paid in addition to the late charge.

     3.13 On or before the Rent Commencement Date, Tenant, in Tenant's sole
discretion, shall provide Landlord with a security deposit (the "Security
Deposit") consisting of a pledged account (from a national banking association
or brokerage house) containing non-callable obligations of the United States of
America with appropriately staggered maturity dates and in such amount as is
necessary to provide for the payment of Base Rent when due for the first
forty-eight (48) months of the Primary Term of this Lease from and after the
Rent Commencement Date. Tenant acknowledges that Landlord will collaterally


                                       8


pledge and assign to Landlord's Mortgagee any and all collateral interest that
Landlord may have in the Security Deposit. The Security Deposit shall be held at
the national banking association or brokerage house under the terms of a written
control agreement by and between Tenant, Landlord and Landlord's Mortgagee and
it shall be a condition precedent to the effectiveness of this Lease that the
Landlord and Tenant negotiate, execute and deliver a control agreement
reasonably acceptable to each of Landlord and Tenant at the Rent Commencement
Date (together with any addendums thereto, the "Control Agreement"). The Control
Agreement shall provide that: (i) the Security Deposit will be held as security
for the faithful performance of all of the terms, covenants, and conditions of
this Lease to be kept and performed by Tenant, and in an Event of Default by
Tenant, Landlord or Landlord's Mortgagee shall be entitled to immediately retain
the entire Security Deposit (ii) the Securities Intermediary (as defined in the
Control Agreement) shall transfer from the Security Deposit the amounts set
forth in the Control Agreement, at the times and to the parties identified
therein, which transfer shall constitute payment in full of all Base Rent during
the first forty-eight (48) months of the Primary Term; (iii) if Tenant is in
default under this Lease, either Landlord or Landlord's Mortgagee, may (but
shall not be required to) draw on the Security Deposit for the payment of any
Base Rent, Additional Rent, or any other sum in default, or for the payment of
any amount that Landlord may spend or become obligated to spend by reason of
Tenant's default or the causing by Tenant of an Event of Default (see Section 16
hereof). From and after the first day of the forty-ninth (49th) month following
the Rent Commencement Date, the Control Agreement shall terminate and the
remaining Security Deposit (if any) shall be released in full by Landlord and
Landlord's Mortgagee and returned to Tenant in the place and manner as the
Tenant may direct. If Landlord's interest in this Lease terminates prior to such
date, Landlord shall transfer the remainder of the Security Deposit to
Landlord's successor-in-interest.

     3.14 On or before the Rent Commencement Date, Tenant shall provide to
Landlord a letter of credit to be security for Tenant's construction of
improvements on the Property from either: (i) KeyBank National Association, or
(ii) a national banking association or another type of issuer with at least a
"BBB+" rating from Standard & Poor's in the amount of Twenty Million Dollars
($20,000,000.00) and otherwise on terms at all times satisfying the foregoing
conditions and otherwise reasonably satisfactory to Tenant and Landlord (the
"Completion Letter of Credit"). The Landlord and the Tenant have negotiated the
issuance of the Completion of the Letter of Credit to provide Landlord with the
reasonable assurance and security that the Project will be constructed in a
reasonable period of time. The Completion Letter of Credit will be issued to
Landlord and collaterally assigned to Landlord's Mortgagee, or at Landlord's
sole discretion, directly to (and in the name of) Landlord's Mortgagee. Tenant
shall maintain the Completion Letter of Credit (or cause to be maintained, from
time to time, one or more replacements thereto) until Substantial Completion.
For purposes of this Lease the term "Substantial Completion" shall mean
Commencement of Construction together with the completion of construction by the
Tenant of no less than Four Hundred Twenty-four Thousand Thirty-four (424,034)
square feet of the Floor Area within the Project to be constructed by Tenant
(determined in accordance with Article 6 hereof) as further evidenced by
certificates of occupancy (issued by the appropriate governmental authorities)
therefor. For purposes of this Lease the term "Commencement of Construction"
shall be defined as: (i) the issuance by the applicable governmental agencies of


                                       9


all demolition permits required to undertake the demolition described in Section
6.1 of this Lease, (ii) the completion of all demolition as described in Section
6.1 of this Lease, (iii) that Tenant has closed on one or more construction
loans for the vertical construction of no less than Four Hundred Twenty-four
Thousand Thirty-four (424,034) square feet of the Floor Area within the Project,
(iv) issuance by the applicable governmental agencies of all building permits to
the Tenant that are required for the Tenant to complete construction of at least
165,000 square feet of improvements of the Project, and evidence that Tenant has
obtained or can obtain approvals for the future issuance of all building permits
for construction of no less than Four Hundred Twenty-four Thousand Thirty-four
(424,034) square feet of the Floor Area within the Project within sixty (60)
months of the Rent Commencement Date, (v) progress of construction with respect
to the physical improvements constituting the Premises that is in an aggregate
amount constituting no less than ten percent (10%) of the total contemplated
construction under the Tenant's construction contract, and (vi) that there be no
continuing Event of Default arising under this Lease. The Completion Letter of
Credit may be annually renewable, according to its terms, at Tenant's sole cost
and expense. The Completion Letter of Credit must be renewed by the Tenant, no
less frequently than annually and in any event prior to thirty (30) calendar
days before its stated maturity, until such time as the Tenant has achieved
Substantial Completion. The Completion Letter of Credit described in this
Section 3.14 will be further governed by the Control Agreement. The Control
Agreement shall provide that Landlord, or Landlord's Mortgagee may draw upon the
letter of credit (in each instance without the prior consent of Tenant and in
each instance without notice) from time to time or at any time only if: (i)
Tenant has caused to occur (and has left uncured for a period of more than
thirty (30) calendar days after notice from Landlord or such other period of
time as is provided for "cure" in Article 16 of this Lease), an Event of Default
under this Lease, (ii) Tenant has provided Landlord with written notice that
Tenant has permanently ceased its efforts to construct the Project, (iii)
Commencement of Construction has not occurred within forty-eight (48) months
from the Rent Commencement Date, or (iv) Substantial Completion has not occurred
within sixty (60) months from the Rent Commencement Date. Should the Completion
Letter of Credit be drawn upon by Landlord or by Landlord's Mortgagee or
Landlord's assignee pursuant to the terms and provisions of this Lease, the
Control Agreement, or other applicable law, then in such case such payment shall
be deemed a penalty payment to the Landlord made by the Tenant as Additional
Rent hereunder and shall not be applicable to Base Rent, nor shall such payment
relieve Tenant from its obligation to pay Base Rent due hereunder. At the time
of Substantial Completion, the Completion Letter of Credit shall be withdrawn
and released to Tenant, and no substitute letter of credit will be issued as a
replacement thereto.

     3.15. In the event that the credit rating of the issuer of the Completion
Letter of Credit falls below a "BBB+" rating from Standard & Poor's (a "Rating
Event"), Tenant covenants and agrees to replace the Completion Letter of Credit,
within thirty (30) days after Tenant receives written notice of the Rating Event
from the Landlord, with a replacement letter of credit from a national banking
association or another type of issuer with at least a "BBB+" rating from
Standard & Poor's in the amount of Twenty Million Dollars ($20,000,000.00) and
otherwise on terms at all times satisfying the conditions set forth in Section
3.14, which replacement letter of credit will thereafter be deemed the
Completion Letter of Credit.


                                       10


                                    ARTICLE 4
                                    ---------

                              TAXES AND ASSESSMENTS
                              ---------------------

     4.1 Promptly after the Rent Commencement Date, Landlord shall cause the
Premises to be established as a separate tax parcel. Subject to Section 4.6
below, Tenant shall pay all real estate taxes, personal property taxes, business
taxes, general or special assessments, water and sewer rents and charges,
license fees, public charges, any occupancy tax or similar tax incurred from and
after the Rent Commencement Date until the termination of this Lease, whether or
not imposed on or measured by the rents payable by Tenant, and other
governmental levies and charges, of any kind and nature whatsoever, which are
assessed, levied, confirmed, imposed or become a lien upon the Premises or the
improvements thereon, or both, or any part of either thereof, during the Primary
Term of this Lease and any transfer, excise, transaction, sales, privilege, or
tax measured by the rent payable by Tenant under this Lease or any tax solely on
the rent payable by Tenant under this Lease, whether or not such tax is imposed
on Landlord or Tenant (all of which are hereinafter referred to as "Taxes")
levied or assessed against the Premises during the Primary Term. If required by
Landlord's Mortgagee, Tenant shall escrow all Taxes no less frequently than
monthly, to one or more impound accounts established, owned and controlled by
Landlord; provided, however, that any and all interest accrued in such impound
accounts shall be the property of Tenant and shall be paid no less frequently
than annually to or at the direction of Tenant.

     4.2 Tenant agrees to pay or cause to be paid (except as hereinafter
provided in this Article), at least twenty (20) days before any fine, penalty,
interest or cost may be added thereto for the non payment thereof, all Taxes.
If, by law, any Tax is payable or may at the option of the taxpayer be paid in
installments (whether or not interest shall accrue on the unpaid balance of such
Tax), Tenant may pay the same (and any accrued interest on the unpaid balance of
such Tax) in installments as the same respectively become due and before any
fine, penalty, interest or cost may be added thereto for the non payment of any
such installment and interest. Any Tax relating to a fiscal period of the taxing
authority in which the Primary Term of this Lease shall commence or end (whether
or not such Tax shall be assessed, levied, confirmed, imposed or become a lien
upon the Premises or the improvements constructed thereon, or become payable in
respect thereto during the Primary Term), shall be apportioned so that Tenant
shall pay only that proportion of such Tax which corresponds with the portion of
said period as is within the Primary Term hereby leased.

     4.3 Tenant covenants to furnish to Landlord, promptly upon request,
official receipts (or true copies thereof) of the appropriate taxing authorities
evidencing the payment of Taxes on the Premises and improvements thereon.

     4.4 Notwithstanding anything to the contrary herein contained, if Tenant
deems any Tax relating to the Premises or the improvements thereon excessive or
illegal, Tenant may defer payment thereof so long as the validity or the amount
thereof is contested by Tenant in good faith and Tenant shall have deposited
with Landlord a bond in form, and issued by a surety company, reasonably
satisfactory to Landlord, or a sum of money or United States government bonds,
notes, certificates or other government securities and other marketable
securities satisfactory to Landlord, in an amount or of a value equal at all
times during the period that such bond shall be in force, or of such deposit at


                                       11


least to the amount so contested and unpaid, together with all interest and
penalties in connection therewith and all charges that may or might be assessed
against or become a charge on the Premises or any part thereof in said
proceedings. If at any time during the continuance of such proceedings Landlord
shall reasonably deem the deposit made with it or the amount of the surety bond
insufficient, Tenant shall, upon demand, deposit with Landlord such additional
deposit or such additional surety bond as Landlord and/or Landlord's Mortgagee
may reasonably request, and upon failure of Tenant so to do, the amount
theretofore deposited may be applied, or the securities may be sold by Landlord
for the account of Tenant and the net proceeds of sale may be applied or the
Tenant or surety shall pay the amount of said bond (and any such bond shall
contain provision to that effect), and the same shall be applied, to the
payment, removal and discharge of such Tax and interest and penalties in
connection therewith and any costs, fees or other liabilities accruing in such
proceedings, and the balance, if any, shall be returned to Tenant, provided
Tenant is not in default hereunder. If the amount so deposited or the net
proceeds from the sale of the securities or the amount paid by Tenant or its
surety shall be insufficient for this purpose, Tenant shall forthwith pay to
Landlord such additional sum as may be necessary to pay the same.

     4.5 Any contest as to the validity or amount of any Tax, whether before or
after payment, may be made by Tenant, in the name of Landlord or of Tenant, or
both, as Tenant shall determine, and Landlord agrees that it will, at Tenant's
expense, cooperate with Tenant in any such contest to such extent as Tenant may
reasonably request. It is understood, however, that Landlord shall not be
subject to any liability for the payment of any costs or expenses in connection
with any such proceeding brought by Tenant and Tenant covenants to pay, and to
indemnify and save Landlord harmless from, any such costs or expenses. Tenant
shall be entitled to any refund of any such Tax and penalties or interest
thereon which have been paid by Tenant or which have been paid by Landlord and
reimbursed to Landlord by Tenant.

     4.6 It is expressly understood and agreed that Tenant shall not be required
to pay, or reimburse Landlord for (i) any federal, capital levy, franchise tax,
gross receipts tax, revenue tax, premium tax, income tax or profits tax of
Landlord or any such tax imposed after the Effective Date by any state or local
governmental authority or jurisdiction if such tax is determined on the basis of
the general assets, or the general net income or net revenue of Landlord, or
(ii) any estate, inheritance, devolution, succession, transfer, stamp, legacy or
gift tax which may be imposed upon or with respect to any transfer of Landlord's
interest in the Premises.

     4.7 If Tenant fails to pay any Taxes when required to be paid pursuant to
this Article 4 and that failure continues for more than five (5) days, then, in
addition to any other remedies available to Landlord under this Lease, Landlord
may pay such Taxes, in which event Tenant shall immediately reimburse Landlord
for the amount thus advanced by Landlord, and pay Landlord an administrative fee
in the amount of 15% of the amount thus advanced (to cover Landlord's processing
and other administrative costs in connection therewith), and pay Landlord
Default Interest on the amount advanced and the foregoing-described
administrative fee from the date of the advance until paid by Tenant.

     4.8 Tenant shall pay all assessments chargeable against the Premises
pursuant to the CCRs and incurred from and after the Rent Commencement Date
until the termination of this Lease. If Tenant fails to pay such assessments
when due and such failure continues for more than thirty (30) days, then, in


                                       12


addition to any other remedies available to Landlord under this Lease, Landlord
may pay such assessments, in which event Tenant shall promptly reimburse
Landlord for the amount thus advanced by Landlord, pay Landlord an
administrative fee in the amount of 15% of the amount thus advanced (to cover
Landlord's processing and other administrative costs in connection therewith),
and pay Landlord Default Interest on the amount advanced and the
foregoing-described administrative fee from the date of the advance until paid
by Tenant.

                                    ARTICLE 5
                                    ---------

                                    UTILITIES
                                    ---------

     Tenant shall during the Primary Term pay, at its sole cost and expense, or
cause to be paid any and all charges for the connection and use of telephone,
sanitary or storm sewer, communications, cable television, garbage collection or
removal, fuel, heat, water, gas, electric light, and power (collectively
"Utilities") services for the Premises or the improvements thereon. Landlord
will not be responsible for the connection of any Utilities to the Premises.
Tenant shall maintain, repair, and, as required, replace all Utility facilities
serving the Premises, regardless whether located upon the Premises, in good
order, condition and repair. Notwithstanding any contrary provision of this
Lease, Landlord will not be liable for any interruption, failure or
unavailability of any Utility services to the Premises, unless caused by the
gross negligence or intentional misconduct of Landlord.

                                    ARTICLE 6
                                    ---------

                           CONSTRUCTION OF DEVELOPMENT
                           ---------------------------

     6.1 Within thirty (30) days after the date that the Dial Lease terminates
or expires and Dial and all Persons claiming by, through or under Dial have
vacated the Premises: (i) Landlord shall terminate of record that certain
Declaration of Covenants, Conditions and Restrictions dated June 30, 2000 and
recorded in the official records of the Maricopa County, Arizona recorder's
office as document #20000503638 and provide evidence thereof to Tenant and (ii)
Tenant will commence demolition of the buildings and all other existing
improvements on the Premises, including without limitation, foundations,
(collectively, the "Dial Buildings"). Landlord shall pay all costs of such
demolition (including all costs incurred to clear, grade and grub the Premises)
as well as all necessary environmental remediation to the Premises not otherwise
payable by Dial under the Dial Lease. Tenant shall indemnify, defend and hold
Landlord harmless from and against any and all claims or loss asserted against
Landlord by reason of such demolition. Prior to commencing such demolition,
Tenant shall first obtain bids from two (2) reputable and financially
responsible contractors for the demolition of the improvements and submit the
same to Landlord for approval. Landlord shall have fifteen (15) days from the
receipt of said bids to either approve or reject the bids by written notice to
Tenant. If Landlord disapproves of either bid, Landlord will solicit a bid from
a third qualified contractor for substantially the same work specifications.
After all bids are received, Landlord and Tenant agree that the construction
contract shall be awarded to the contractor that has provided the lowest bid.
Tenant will enter into the demolition contract with the lowest qualified bidder
and Landlord will make payment directly to such contractor in accordance with


                                       13


the obligations of the owner under such contract. Notwithstanding any provision
hereof to the contrary, Tenant shall not be responsible for any liens arising as
a result of nonpayment of such contractor. Landlord hereby grants to Tenant a
license to enter Landlord's Retained Land to carry out the activities described
in this Section 6.1.

     6.2 The Floor Area of any improvements constructed by Tenant shall be
determined and certified by Nelsen Architects, Inc. of Scottsdale, Arizona or
another architect licensed to practice in the State of Arizona and acceptable to
Landlord and Tenant (the "Architect"). Notice of such Floor Area shall be given
by the Architect in writing promptly upon completion and shall be accompanied by
a Certificate of Completion signed by the Architect. If a dispute arises
regarding the Floor Area of any improvements, it will be mutually settled within
thirty (30) days by the measurement and/or analysis of a non-interested third
party architect or engineer selected by the Landlord's and Tenant's respective
architects. The cost of such third party professional shall be shared equally by
Landlord and Tenant.

                                    ARTICLE 7
                                    ---------

                             REPAIRS AND MAINTENANCE
                             -----------------------

     7.1 Landlord will have no obligation whatsoever with respect to the
maintenance, repair or replacement of the Premises or any improvements or
personal property located thereupon.

     7.2 Tenant shall at all times, from and after the Rent Commencement Date,
maintain, repair, and, as necessary, replace the Premises, improvements and
personal property located thereupon so as to keep them in good order, condition
and repair, ordinary wear and tear excepted.

     7.3 Tenant shall at all times, from and after the Rent Commencement Date,
maintain the Premises consistently and in accordance with the CCRs.

                                    ARTICLE 8
                                    ---------

                                    BROKERAGE
                                    ---------

     Landlord and Tenant hereby agree to Indemnify each other from and against
any and all Claims for brokerage commissions arising out of any communication or
negotiations had by Landlord or Tenant with any broker regarding the Premises or
any other premises in the Complete Site and/or the consummation of this Lease.
Landlord and Tenant acknowledge that the Corritore Company, an Arizona
corporation ("Corritore"), is entitled to a finder's fee in connection with the
execution of this Lease and will be compensated by Tenant pursuant to a separate
agreement captioned "Commission Agreement" entered into between Tenant and
Corritore.


                                       14


                                    ARTICLE 9
                                    ---------

                                 USE OF PREMISES
                                 ---------------

     9.1 The Premises may be used and occupied by Tenant (and those assignees
and subtenants permitted hereunder) for any lawful purpose except for any
purpose or use prohibited under the CCRs or any other documents of record as of
the Effective Date (the "Permitted Use").

     9.2 Tenant shall comply in all material respects with all present and
future federal, state and local laws, ordinances, orders, rules and regulations,
including, without limiting the generality of the foregoing, the Americans with
Disabilities Act, the Occupational Health and Safety Act and Environmental Laws
and shall timely procure, or cause its subtenants to procure, as applicable, all
permits, certificates, licenses and other authorizations required by applicable
laws relating to the use and occupancy of the Premises.

     9.3 Hazardous Substances.

          (a) Except for such quantities as are normally used in the operation
     of the Premises, Tenant may not cause or permit any Hazardous Substance to
     be brought upon, kept or used in or about the Premises, without Landlord's
     prior written consent, which may be granted or denied in Landlord's sole,
     absolute and subjective discretion. Tenant will use commercially reasonable
     efforts to cause all Hazardous Substances that are brought onto the
     Premises to be used and handled in compliance in all material respects with
     all Environmental Laws and with Landlord's requirements in connection
     therewith.

          (b) If Tenant breaches its obligations under Section 9.3(a), then
     Tenant will Indemnify Landlord and the Landlord Parties from and against
     any and all Claims that arise during or after the Primary Term of this
     Lease as a result of such breach.

     9.4 Tenant shall, at Tenant's sole cost and expense, procure or cause to be
procured any and all necessary permits, licenses or other authorizations
required for the lawful and proper construction, use, occupation, operation and
management of the Premises and the improvements thereon.

                                   ARTICLE 10
                                   ----------

             INDEMNIFICATION AND NON LIABILITY OF LANDLORD/INSURANCE
             -------------------------------------------------------

     10.1 Indemnification and Waivers.

          (a) To the fullest extent permitted by law, Tenant will Indemnify
     Landlord Parties against all Losses and Liabilities arising from (a) any
     Personal Injury, Bodily Injury or Property Damage (each term as defined in
     the form of commercial general insurance policy issued by Insurance
     Services Office, Inc. most recently prior to the date of the injury or loss
     in question) whatsoever occurring in or at the Premises; (b) any Bodily
     Injury to an employee of a Tenant Party arising out of and in the course of
     employment of the employee and occurring anywhere in the Premises; (c) the
     use or occupancy, or manner of use or occupancy, or conduct or management
     of the Premises or of any business thereon; (d) any act, error, omission or
     negligence of any of the Tenant Parties in, on or about the Premises; (e)
     the conduct of Tenant's business; (f) any alterations, activities, work or
     things done, omitted, permitted or allowed by Tenant Parties in, at or
     about the Premises, including the violation of or failure to comply with,


                                       15


     or the alleged violation of or alleged failure to comply with any laws, now
     existing or hereafter enacted, promulgated or issued after the Effective
     Date of this Lease, including Environmental Laws; (g) all damages sustained
     by Landlord as a result of any holdover by Tenant or any Tenant Party upon
     any part of the Premises including, but not limited to, any claims by
     another tenant resulting from a delay by Landlord in delivering possession
     of the Premises to such tenant; (h) any liens or encumbrances arising out
     of any work performed or materials furnished to the Premises after the
     Effective Date; (i) commissions or other compensation or charges claimed by
     any real estate broker or agent, with respect to this Lease by, through or,
     under Tenant; or (j) transfer taxes, brokerage commissions, leasing
     commissions or increases in Real Estate Taxes against the Development
     resulting from any transfer of the Premises, this Lease, any interest of
     Tenant in either the Premises or this Lease, or any combination of the
     foregoing by Tenant, except to the extent such Loss or Liability is a
     result of Landlord's gross negligence or willful misconduct.

          (b) To the fullest extent permitted by law, Tenant, on behalf of all
     Tenant Parties, Waives all Claims against Landlord Parties arising from the
     following: (a) any Personal Injury, Bodily Injury or Property Damage
     occurring in or at the Premises; (b) any loss of or damage to property of a
     Tenant Party located in the Premises by theft or otherwise; (c) any
     Personal Injury, Bodily Injury or Property Damage to any Tenant Party
     caused by other tenants of the Premises, parties not occupying space in the
     Premises, occupants of property adjacent to the Premises, or the public or
     by the construction of any private, public or quasi-public work occurring
     in the Premises; (d) any interruption or stoppage of any utility service or
     for any damage to persons or property resulting from such stoppage; (e)
     business interruption or loss of use of the Premises suffered by Tenant;
     (f) any latent defect in or upon the Premises; (g) damages or injuries or
     interference with Tenant's business, loss of occupancy or quiet enjoyment
     and any other loss resulting from the exercise by Landlord of any right or
     the performance by Landlord of any obligations under this Lease; (h) any
     Bodily Injury to an employee of a Tenant Party arising out of and in the
     course of employment of the employee and occurring anywhere in the
     Premises; or (i) any consequential, special or indirect damages suffered by
     Tenant or any Tenant Party, except to the extent any of the foregoing is a
     result of Landlord's gross negligence or willful misconduct.

          (c) The indemnification provided in this Article 10 may not be
     construed or interpreted as in any way restricting, limiting or modifying
     Tenant's insurance or other obligations under this Lease. The provisions of
     this Article 10 are independent of Tenant's insurance and other
     obligations. Tenant's compliance with the insurance requirements and other
     obligations under this Lease does not in any way restrict, limit or modify
     Tenant's indemnification obligations under this Lease. The indemnification
     and waiver provisions of this Article 10 shall apply solely with respect to
     Landlord Parties acting in their capacity as Landlord and shall not act to
     waive any indemnification or other provisions specifically agreed to by any
     Landlord Parties in any other agreement.

          (d) The provisions of this Article 10 will survive the expiration or
     earlier termination of this Lease until all Claims against Landlord Parties
     involving any of the indemnified or waived matters are fully and finally
     barred by the applicable statutes of limitations.


                                       16


     10.2 Landlord and Tenant each hereby Waive any Losses and Liabilities one
may have against the other, and their respective representatives, on account of
any Losses and Liabilities occasioned to Landlord (or any Landlord Party) or
Tenant, as the case may be, or their respective property, the Premises, or their
contents, arising from any risk generally covered by a "causes of loss - special
form" property insurance policy and from any risk covered by any policy of
property insurance then in effect (whether or not the party suffering the Losses
and Liabilities actually carries any insurance, recovers under any insurance or
self-insures) or which right of recovery arises from loss of earnings or rents
resulting from loss or damage to any such property. In addition, Landlord and
Tenant, for themselves and on behalf of their respective insurance companies,
waive any right of subrogation that any such insurance company may have against
Landlord, any Landlord Party or Tenant. It is the intent of the parties that the
parties will look solely to their respective insurance companies for recovery in
the foregoing cases. The foregoing waivers of subrogation will be operative only
so long as generally available in the State of Arizona.

     10.3 From and after the date that the Dial Lease terminates or expires and
Dial and all Persons claiming by, through or under Dial have vacated the
Premises (or any earlier entry by Tenant upon the Premises), Tenant shall carry
or cause its subtenants to carry, as applicable, at Tenant's or the applicable
subtenant's sole cost and expense, the following types of insurance, in the
amounts specified below or such higher amounts as are customary in the locale
where the Development is located (any dispute as to whether a higher insurance
limits are customary will be subject to arbitration pursuant to Section 24.1
hereof).

          (a) Commercial general liability insurance covering personal injury,
     bodily injury (including wrongful death) and damage to property with a
     combined single limit of not less than Ten Million and No/100 Dollars
     ($10,000,000.00), per occurrence, Ten Million and No/100 Dollars
     ($10,000,000.00) annual aggregate insuring against any and all liability of
     the insured with respect to the Premises, or arising out of the
     maintenance, use or occupancy thereof, including premises operations,
     products and completed operations providing coverage at least as broad as
     ISO policy form CG 00 01. The commercial general liability insurance policy
     shall include contractual liability (by endorsement or otherwise) covering
     Tenant's indemnification obligations under this Lease. At least One Million
     and No/100 Dollars ($1,000,000.00) of such insurance coverage shall be
     primary coverage and the remaining Nine Million and No/100 Dollars
     ($9,000,000.00) of such coverage may be pursuant to an umbrella or excess
     liability policy. In addition, the policy required pursuant to the
     provisions of this Section 10.3(a) may not have a deductible in excess of
     Ten Thousand and No/100 Dollars ($10,000.00).

          (b) If applicable, Business Auto Coverage for owned, hired and
     non-owned vehicles with a combined single limit of not less than Five
     Million and No/100 Dollars ($5,000,000.00), per occurrence, Five Million
     and No/100 Dollars ($5,000,000.00) annual aggregate. At least One Million
     and No/100 Dollars ($1,000,000.00) of such coverage shall be primary
     coverage and the remaining Four Million and No/100 Dollars ($4,000,000.00)
     of such coverage may be pursuant to an umbrella or excess liability policy.
     In addition, the policy required pursuant to the provisions of this Section
     10.3(b) may not have a deductible in excess of Ten Thousand and No/100
     Dollars ($10,000.00).


                                       17


          (c) Insurance covering the full replacement cost of all plate glass on
     the Premises. Tenant will have the right to self-insure for this risk;
     provided, however, that Tenant shall not be required to carry such
     insurance on the Dial Building.

          (d) Boiler and machinery insurance on all boilers, pressure vessels,
     gas-fired equipment, air conditioning equipment and systems serving or
     located upon the Premises. If not covered by the insurance described in
     Section 10.3(e), then the insurance specified in this Section 10.3(d) shall
     be in an amount not less than one hundred percent (100%) of the full
     replacement cost of the improvements and all personal property of Tenant or
     a subtenant from time to time in or upon the Premises; provided, however,
     that Tenant shall not be required to carry such insurance on the Dial
     Building.

          (e) "Causes of Loss-Special Form" property insurance, including
     coverage for sprinkler leakage, vandalism and malicious mischief and
     so-called ordinance or law coverage covering all of the improvements and
     any personal property from time to time in, on or upon the Premises, in an
     amount not less than one hundred percent (100%) of their full replacement
     cost, providing coverage at least as broad as ISO policy forms CP 10 30 and
     CP 00 10; provided, however, that Tenant shall not be required to carry
     property insurance on the Dial Building. The policy required pursuant to
     the provisions of this Section 10.3(e) may not have a deductible in excess
     of Twenty Five Thousand and No/100 Dollars ($25,000.00). Any policy
     proceeds for the improvements and for the personal property of Landlord
     shall be used for the repair or replacement of the property damaged or
     destroyed.

          (f) With respect to any subtenants that serve alcohol from their
     premises, the policy of commercial general liability insurance required
     pursuant to Section 10.3(a) shall include coverage for employer's
     liability, host liquor liability and liquor liability coverage with a
     combined single limit of not less than Ten Million and No/100 Dollars
     ($10,000,000.00), per occurrence. At least One Million and No/100 Dollars
     ($1,000,000.00) of such insurance coverage shall be primary coverage and
     the remaining Nine Million and No/100 Dollars ($9,000,000.00) of such
     coverage may be pursuant to an umbrella or excess liability policy.

          (g) A policy or policies of workers' compensation insurance with an
     insurance carrier and in amounts required by applicable law and a policy of
     employer's liability insurance with limits of liability not less than Five
     Million and No/100 Dollars ($5,000,000.00), each accident; Five Million and
     No/100 Dollars ($5,000,000.00), disease policy limit; and Five Million and
     No/100 Dollars ($5,000,000.00) disease each employee. Both such policies
     shall contain waivers of subrogation in favor of Landlord. If, in
     accordance with the provisions of Section 10.3(a) or (f), Tenant maintains
     a policy of umbrella or excess liability insurance, such policy shall also
     provide umbrella or excess liability coverage for Tenant's policy of
     employer's liability insurance.


                                       18


          (h) A policy or policies of business income/business interruption
     insurance and extra expense coverage, including "extended business income"
     coverage (collectively, "Business Income Insurance") with coverage that
     will reimburse Tenant for all direct and indirect loss of rent, income and
     charges and costs incurred arising out of all named perils insured against
     by Tenant's policies of property insurance, including prevention of, or
     denial of use of or access to, all or part of the Premises or Development
     as a result of those named perils; provided Tenant shall not be required to
     carry such insurance until completion of the Project. The Business Income
     Insurance coverage shall provide coverage for no less than eighteen (18)
     months of such loss of rent, income, charges and costs.

          (i) All policies of insurance to be procured by Tenant shall be issued
     by insurance companies having a general policy holders rating of not less
     than A/IX (to the extent available) in the most current available "Best's
     Key Rating Guide" and be qualified to do business in the State of Arizona.
     If, during the term of a policy the insurer's general policy holder's
     rating shall become less than A/IX, Tenant may satisfy such requirement by
     obtaining a so-called "cut-through" endorsement from a re-insurer with such
     rating. If no insurer with such a rating is available and qualified to do
     business in the state of Arizona, Tenant shall procure insurance from an
     insurer having no less than the next highest rating. All property policies
     shall be issued in the name of Tenant (and/or the applicable Subtenant),
     and shall name Landlord and the Landlord Parties as "loss payees as their
     interests may appear". All liability policies obtained by Tenant (and/or
     any Subtenant) shall name Landlord, Landlord's Mortgagee, Landlord's
     management agent and the Landlord Parties as additional insureds. In
     addition, Tenant's liability policies shall be endorsed as needed to
     provide cross-liability coverage for Tenant, Landlord and Landlord's
     Mortgagee and shall provide for severability of interests. Evidence of
     insurance meeting the requirements of ACORD Form Nos. 27 or 28 or their
     equivalents and such other evidence as may be reasonably required by
     Landlord and Landlord's Mortgagee and evidence of required additional
     insured endorsements on ISO Form CG 20-26 or its equivalent (collectively
     referred to in this Section 10.3 as "Certificates") shall be delivered to
     Landlord prior to any entry by Tenant upon the Premises and thereafter,
     executed copies of renewal policies or Certificates thereof shall be
     delivered to Landlord at least ten (10) days prior to the expiration of the
     term of each such policy. As often as any such policy expires or
     terminates, renewal or additional policies shall be procured and maintained
     by Tenant in like manner and to like extent. All policies of insurance
     delivered to Landlord shall contain a provision that the company writing
     the policy will give Landlord thirty (30) days notice in writing in advance
     of any cancellation or lapse or the effective date of any material change
     in the policy, including any reduction in the amounts of insurance. All
     policies of Tenant and any Subtenant shall be written as primary policies
     and shall provide that any insurance that Landlord or Landlord's Mortgagee
     may carry is strictly excess, secondary and non-contributing with any
     insurance carried by Tenant (or any Subtenant). The insurance requirements
     contained in this Article 10 are independent of Tenant's waiver,
     indemnification and other obligations under this Lease and will not be
     construed or interpreted in any way to restrict, limit or modify Tenant's
     waiver, indemnification or other obligations or to in any way limit
     Tenant's obligations under this Lease.


                                       19


     10.4 Tenant's obligation to carry the insurance required by this Article 10
may be brought within the coverage of a so-called blanket policy or policies of
insurance carried and maintained by Tenant and/or may be satisfied by one or
more subtenants; provided, however, that the coverage afforded Landlord will not
be reduced or diminished by reason thereof, and provided further that the
requirements set forth in this Article 10 are otherwise satisfied. If Tenant
uses such a blanket policy, Tenant shall deliver to Landlord satisfactory
evidence that the Premises has been properly added to the blanket policy and
evidence that the insurance company that issued the blanket policy has allocated
to the Premises the type of insurance coverage in the amounts required by this
Article 10, with the limitations of liability required by this Lease. Tenant
will permit Landlord at any reasonable time to inspect any policies of insurance
of Tenant and of any Subtenant.

     10.5 Landlord makes no representation or warranty to Tenant that the amount
of insurance to be carried by Tenant under the terms of this Lease is adequate
to fully protect Tenant's interest. If Tenant believes the amount of any such
insurance is insufficient, Tenant is encouraged to obtain, at its sole cost and
expense, such additional insurance as Tenant may deem desirable or adequate.
Tenant acknowledges that Landlord will not, by the fact of approving,
disapproving, waiving, accepting or obtaining any insurance, incur any liability
for or with respect to the amount of insurance carried, the form or legal
sufficiency of such insurance, the solvency of any insurance companies or the
payment or defense of any lawsuit in connection with such insurance coverage,
and Tenant hereby expressly assumes full responsibility therefore and all
liability, if any, with respect thereto.

     10.6 Tenant agrees at its own expense to comply with all recommendations
and requirements with respect to the Premises and improvements, or its use or
occupancy thereof, of all applicable insurance underwriters and the Arizona
Department of Insurance or any similar public or private body, and any
governmental authority having jurisdiction over insurance rates with respect to
the use or occupancy thereof.

     10.7 Tenant may not do or suffer to be done, or keep or suffer to be kept,
anything in, upon or about the Premises that will contravene any of Landlord's
policies insuring against loss or damage by fire or other hazards, or that will
prevent Landlord from procuring such policies from companies acceptable to
Landlord or which will in any way cause an increase in the insurance rates upon
any portion of the Premises. Tenant shall pay to Landlord as Additional Rent
upon demand the amount of any increase in premiums for insurance resulting from
any violation of the first sentence of this Section, even if Landlord has
consented to the doing of the act or the keeping of the item upon the Premises
that constituted such a violation (but payment of such Additional Rent will not
entitle Tenant to violate the provisions of the first sentence of this Section).

     10.8 If Tenant fails to maintain any insurance required to be maintained
under this Lease and that failure continues for more than thirty (30) days after
receipt of written notice from Landlord, then, in addition to any other remedies
available to Landlord under this Lease, Landlord may procure such insurance on
Tenant's behalf, in which event Tenant shall immediately reimburse Landlord for
the amount advanced by Landlord, and pay Landlord an administrative fee in the
amount of 15% of the amount thus advanced (to cover Landlord's processing and
other administrative costs in connection therewith), and pay Landlord Default
Interest on the amount advanced and the foregoing-described administrative fee
from the date of the advance until paid by Tenant.


                                       20


                                   ARTICLE 11
                                   ----------

                                      LIENS
                                      -----

     11.1 Tenant shall not suffer or permit any mechanic's, laborer's or
materialman's liens to stand against the Premises or the improvements thereon,
or any part thereof, or against the interest of Tenant in the Premises by reason
of any work, labor, services or materials done for, or supplied to, or claim to
have been done for, or supplied to, Tenant or anyone holding the Premises or any
part thereof through or under Tenant. If any such lien shall at any time be
filed against the Premises or the improvements thereon, or any part thereof, or
against the interest of Tenant in the Premises, Tenant shall cause the same to
be discharged of record within thirty (30) days after the date of filing the
same, by either payment, deposit or bond. If Tenant shall fail to discharge any
such lien within such period, then, in addition to any other right or remedy of
Landlord, Landlord may, but shall not be obligated to, procure the discharge of
the same either by paying the amount claimed to be due by deposit in court or
bonding, and/or Landlord shall be entitled, if Landlord so elects, to compel the
prosecution of any action for the foreclosure of such lien by the lienor and to
pay the amount of the judgment, if any, in favor of the lienor, with interest,
costs and allowances. Any amount paid or deposited by Landlord for any of the
aforesaid purposes, and all costs and other expenses of Landlord, including
reasonable counsel fees, in defending any such action or procuring the discharge
of such lien, with all necessary disbursements in connection therewith, shall be
payable by Tenant to Landlord on the next succeeding Rent Payment Date.

     11.2 The provisions of Section 11.1 shall not apply to any mechanic's,
laborer's or materialman's liens to stand against the Premises or the
improvements thereon, or any part thereof, or against the interest of Tenant in
the Premises by reason of any work, labor, services or materials done for, or
supplied to, or claim to have been done for, or supplied to, Dial or anyone
holding the Premises or any part thereof through or under Dial, with respect to
which Tenant shall have no responsibility or liability.

     11.3 Nothing in this Lease shall be deemed to be, or construed in any way
as constituting, the consent of Landlord to the filing of any lien against
Landlord's interest in the Premises by any person, firm or corporation for the
performance of any labor or the furnishing of any materials for any
construction, rebuilding, alteration or repair of or to the Premises or the
improvements thereon, or any part thereof.

                                   ARTICLE 12
                                   ----------

                         RIGHT OF INSPECTION BY LANDLORD
                         -------------------------------

     Landlord and its agents shall have the right to enter upon the Premises on
reasonable notice at reasonable times for the purpose of examining or inspecting
the same, provided such examination and inspection shall be done without
disturbing the business to be conducted therein by Tenant or in violation of any
Subtenant's sublease.


                                       21


                                   ARTICLE 13
                                   ----------

                        DAMAGE, DESTRUCTION, OR CASUALTY
                        --------------------------------

     13.1 In the event of damage to or destruction of any of the improvements on
the Premises by fire or other casualty, Tenant shall give Landlord and any
Landlord Mortgagee prompt notice thereof. Tenant covenants and agrees that in
case of damage to or destruction of the improvements thereon by fire or
otherwise, and provided Tenant does not elect to terminate this Lease as
provided in this Article 13, Tenant will promptly, at Tenant's sole cost and
expense, restore, repair, replace, rebuild or alter the same as nearly as
possible to the condition the same was in immediately prior to such damage or
destruction so that the value and rental value of the buildings and improvements
shall be substantially equal to the value and rental value thereof immediately
prior to the occurrence of such fire, destruction, or other casualty. Such
restoration, repairs, replacements, rebuilding or alterations shall be commenced
promptly and prosecuted with reasonable diligence, subject to unavoidable
delays. Unless this Lease is terminated pursuant to Section 13.3 hereof, Base
Rent and Additional Rent shall continue unabated, without offset or other
deductions during the period of reconstruction.

     13.2 All insurance proceeds received by Landlord, or any Leasehold
Mortgagee, as the case may be, on account of such damage or destruction, less
the cost, if any, of such recovery, shall be applied to the payment of the cost
of the restoration, repairs, replacements, rebuilding or alterations, including
expenditures made for temporary repairs or for the protection of property
pending the completion of permanent restoration, repairs, replacements,
rebuilding or alterations to the Premises and the improvements thereon
(hereinafter referred to as the "Work") and, provided Tenant is not in default
hereunder, may be withdrawn, as hereinafter provided, from time to time as the
Work progresses, upon receipt by Landlord, or any Leasehold Mortgagee, as the
case may be, of the following:

          (a) A certificate ("Architect's Certificate") of an independent
architect or engineer selected by Tenant, who shall be reasonably satisfactory
to Landlord, and so long as any Leasehold Mortgage remains outstanding, the
holder or holders thereof, dated not more than thirty (30) days prior to the
application for such withdrawal, setting forth or stating that the contract
price for the Work, the amounts, if any previously paid thereon, the balance
due, the amount necessary to complete the Work, and that the sum then requested
to be withdrawn either has been paid by Tenant and/or is justly due to the
contractors, subcontractors, materialmen, engineers, architects or other persons
(whose names and addresses shall be stated), who have rendered or furnished
certain services or materials for the Work and giving a brief description of
such services and materials and the principal subdivisions or categories thereof
and the several amounts so paid or due to each of said persons in respect
thereof, and stating the progress of the Work up to the date of said Architect's
Certificate.

          (b) A certificate signed by Tenant stating in substance that it has
sufficient funds, including the insurance moneys, to complete the Work; the
contract price for the Work; the amounts, if any, previously paid thereon; the
balance due; the amount necessary to complete the Work; and that all materials
and all property described in the certificate furnished pursuant to the
foregoing Subsection (a) and every part thereof, are free and clear of all
mortgages, liens, charges or encumbrances, subcontractors, materialmen,
engineers, architects or other persons (whose names and addresses and the


                                       22


several amounts due them shall be stated), specified in said certificate
pursuant to the foregoing Subsection (a), which encumbrances will be discharged
upon payment of such indebtedness, and except pre-existing Leasehold Mortgages;
which certificate shall be accompanied with contractors' and subcontractors'
sworn statements and waivers of lien in actual dollar amounts to cover both
labor and material, all in compliance with the law of the State of Arizona,
unless such statements and waivers are held by the title insurance company
referred to in (c) below.

          (c) A certificate of a title insurance company satisfactory to
Landlord; and, so long as any Leasehold Mortgage remains outstanding, the holder
or holders thereof, or a report on title from said title insurance company, or
continuation thereof, showing that there has not been filed against the Premises
or the improvements thereon, or any interest of Landlord or Tenant therein, any
vendor's, mechanics', laborers' or materialmen's statutory or other similar lien
which has not been discharged of record, except such as will be discharged upon
payment of the amount then requested to be withdrawn and, if such guarantees are
obtainable at reasonable cost, guaranteeing the aforesaid parties in interest
against undisclosed liens which may thereafter be filed for work done.

          (d) Tenant shall procure and deliver to said title insurance company
such other documents and make such deposits with it as it may require as a
condition to issuing any title insurance.

     Upon compliance with the foregoing provisions of this Section 13.2,
Landlord, or any Leasehold Mortgagee, as the case may be, shall, out of such
insurance money, on request of Tenant, pay monthly or cause to be paid monthly
to Tenant pursuant to the foregoing Subsection (a) of this Section, the
respective amounts stated in said Architect's Certificate to be due and/or shall
pay monthly or cause to be paid monthly to Tenant the amount stated in said
Architect's Certificate to have been paid by Tenant.

     At any time after the completion in full of the Work, the whole balance of
the insurance money not theretofore withdrawn pursuant to the foregoing
provisions of this Section shall be paid to Tenant, provided Tenant is not in
default hereunder, upon receipt by Landlord, or any Leasehold Mortgagee, as the
case may be, of a certificate signed by Tenant, stating in substance as follows:
(i) that the Work has been satisfactorily completed in full; (ii) that all
amounts which Tenant is or may be entitled to withdraw under the foregoing
provisions of this Section 13.2 on account of services rendered or materials
furnished in connection with the Work have been withdrawn under said provisions;
and (iii) that all amounts for whose payment Tenant is or may become liable in
respect of the Work have been paid in full, accompanied by adequate title
insurance from a title insurance company as aforesaid.

     Notwithstanding the foregoing, if the estimated cost of the Work does not
exceed $250,000 in Constant Dollars, all insurance proceeds received by
Landlord, or any Leasehold Mortgagee, as the case may be, on account of such
damage or destruction, less the cost, if any, of such recovery, shall be paid to
Tenant upon request to be applied to the payment of the cost of the Work and the
foregoing provisions of this Section 13.2 shall be of no force or effect.


                                       23


     13.3 Notwithstanding anything to the contrary contained herein, if the
improvements on the Premises should be rendered untenantable by fire or other
casualty during the last ten (10) years of the Primary Term to the extent of
fifty percent (50%) or more of the replacement cost of said improvements, Tenant
shall have the option to terminate this Lease by notice to Landlord within sixty
(60) days after the occurrence of such damage or destruction. Upon termination
as aforesaid, this Lease and the Primary Term hereof shall cease and come to an
end as of the effective date of such notice (which shall be not less than thirty
(30) nor more than ninety (90) days after the notice and shall be specified in
the notice), any unearned rent or other charges shall be apportioned as of the
effective date and Tenant and Leasehold Mortgagee, if any, shall assign to
Landlord and Landlord Mortgagee all of their rights to the insurance proceeds
payable as a result of damage or destruction to the improvements on the
Premises. Tenant acknowledges that Tenant shall have no rights to any insurance
proceeds delivered pursuant to any insurance policy provided by Landlord and
Tenant's only right to proceeds hereunder relate to the improvements on the
Premises.

     13.4 If Landlord's Mortgagee, Tenant's Mortgagee, or both, as a condition
of any financing, require any modification to this Article 13, Landlord and
Tenant agree to act cooperatively and in a commercially reasonable manner to
amend this Article 13 to satisfy the requirements of Landlord's Mortgagee,
Tenant's Mortgagee, or both, as applicable; provided, however, in no event shall
such amendments alter the economic or substantive rights and obligations of the
Landlord or Tenant under this Lease.

                                   ARTICLE 14
                                   ----------

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

     14.1 If, during the Primary Term of this Lease, the whole of the Premises
shall be taken or condemned in eminent domain proceedings for any public or
quasi public use, or less than the whole is so taken or condemned with the
result that the remainder of the Premises is insufficient to permit the
economical reconstruction of the improvements thereon ("Total Condemnation" or
"Constructive Total Condemnation", respectively), and the Tenant so certifies to
the Landlord, then the total award made with respect to the Premises shall be
apportioned between Landlord and Tenant, in accordance with the value of their
respective interests in the Premises and the improvements thereon at the time of
the vesting of title in such proceedings, determined pursuant to Section 14.3
hereof, and shall be paid at the time of the termination of this Lease pursuant
to this Section, and in the case of a Total Condemnation, this Lease shall cease
and terminate on the date on which Tenant loses possession of the Premises due
to such condemnation; and, except as hereinafter provided, in the case of a
Constructive Total Condemnation, this Lease shall cease and terminate thirty
(30) days after the date of the delivery of Tenant's certificate hereinabove
referred to. Upon the termination of this Lease due to a Constructive Total
Condemnation, the rent payment, if any, shall be apportioned as of the date of
termination.

     14.2 If, during the Primary Term a portion of any of the property
comprising the Premises or improvements thereon shall be taken or condemned
under the right of eminent domain, and if Tenant does not certify to Landlord
that the property remaining is insufficient to permit the economical
reconstruction of the improvements thereon in accordance with Section 14.1 (a


                                       24


"Partial Condemnation"), then Tenant shall, at Tenant's expense, restore the
improvements thereon on the property remaining so that they will constitute an
architectural unit of the same general character and condition (as nearly as may
be possible in the circumstances) as the previous improvements thereon, and this
Lease will remain in full force and effect with regard to the remaining portion
of such property. In such event the award shall be apportioned between Landlord
and Tenant in accordance with the value of their respective interests in the
Premises and the improvements thereon at the time of the vesting of title in
such proceedings.

     14.3 (a) For the purpose of this Article 14, the value of Landlord's
interest in Total or Constructive Total Condemnation shall be the Condemnation
Price as defined in Section 14.6 hereof.

          (b) In Partial Condemnation, the value of Landlord's interest shall
equal the Condemnation Price multiplied by a fraction, the numerator of which
shall be the amount of the Premises taken and the denominator of which shall be
the amount of the Premises originally subject to this Lease.

          (c) In each case there shall be added to the value of Landlord's
interest all expenses, including reasonable attorneys' fees paid or incurred by
Landlord in or as a result of such condemnation.

          (d) The balance of the award shall equal Tenant's interest.

     14.4 Except as provided in Section 14.5, in the case of any Partial
Condemnation, the rent thereafter payable under this Lease shall be reduced in
the ratio which the net amount of the award received and retained by Landlord in
such condemnation proceeding (i.e., after deducting all expenses, including
attorneys' fees, incurred by the Landlord in or as a result of such proceeding)
shall bear to the Condemnation Price.

     14.5 (a) If, at any time after the Effective Date, the whole or any part of
the Premises or improvements thereon or of Tenant's interest under this Lease
shall be taken or condemned by any governmental body or office or other
competent authority for its or their temporary use or occupancy, the foregoing
provisions of this Article shall not apply and Tenant shall continue to pay, in
the manner and at the times herein specified, the full amounts of the Base Rent
and Additional Rent and all other charges payable by Tenant hereunder and,
except only to the extent that Tenant may be prevented from so doing pursuant to
the terms of the order of the condemning authority, to perform and observe all
of the other terms, covenants, conditions and obligations hereof upon the part
of Tenant to be performed and observed, as though such taking had not occurred.
In the event of any such taking referred to in this Section 14.5, Tenant shall
be entitled to receive the entire amount of any award made for such taking,
whether paid by way of damages, rent or otherwise, unless such period of
temporary use or occupancy shall extend beyond the expiration date of the
Primary Term, in which case such award shall be apportioned between Landlord and
Tenant as of such date of expiration of the stated or extended term hereof, as
the case may be.

          (b) Tenant covenants that, at the termination of any such period of
temporary use or occupancy, Tenant will, at its sole cost and expense, restore
the improvements thereon as nearly as may be reasonably possible to the
conditions in which the same was prior to such taking, but the Tenant shall not


                                       25


be required to do such restoration work if the date of such termination shall
occur less than five (5) years prior to the expiration of the Primary Term, in
which event Tenant shall be entitled to the proceeds of the award, except for
any part thereof representing the cost of restoration.

          (c) To the extent that Landlord receives, by way of apportionment or
otherwise, any award or payment to pay or compensate for the restoration of the
Premises, Landlord will pay such sum to Tenant, unless Tenant exercises its
rights to terminate this Lease as aforesaid.

     14.6 "Condemnation Price" means the appraised value of the Premises, as if
unimproved and unencumbered by this Lease and unencumbered by any subleases,
determined as of the date on which title vests in the condemnor, without regard
to such condemnation. Notwithstanding the foregoing, if the condemnation occurs
during the last ten (10) years of the Primary Term, the Condemnation Price to
which Landlord shall be entitled shall be based upon the fair market value of
Landlord's remainder interest in the Premises and improvements thereon
immediately prior to such condemnation, appraised in accordance with the
provisions of Section 24.2 of this Lease, in which appraisal the value of the
Tenant's leasehold for the balance of the Primary Term and the value of
Landlord's remainder interest shall be determined. The percentages thus derived
shall be applied to the condemnation proceeds in order to determine the
proportionate shares of Landlord and Tenant. Tenant agrees that it shall have no
rights to condemnation proceeds hereunder arising from or relating to Landlord's
interest in the Premises.

     14.7 If Landlord's Mortgagee, Tenant's Mortgagee, or both, as a condition
of any financing, require any modification to this Article 14, Landlord and
Tenant agree to act cooperatively and in a commercially reasonable manner to
amend this Article 14 to satisfy the requirements of Landlord's Mortgagee,
Tenant's Mortgagee, or both, as applicable; provided, however, in no event shall
such amendments alter the economic or substantive rights and obligations of the
Landlord or Tenant under this Lease.

                                   ARTICLE 15
                                   ----------

         LANDLORD'S AND MORTGAGEE'S RIGHTS TO PERFORM TENANT'S COVENANTS
         ---------------------------------------------------------------

     15.1 Except to the extent otherwise provided in Article 4, if Tenant shall
at any time fail to pay, or cause to be paid, any Taxes pursuant to the
provisions of Article 4, or to take out, pay for, maintain or deliver or cause
to be taken out, paid for, maintained or delivered any of the insurance policies
provided for in Article 10 hereof, or shall fail to make any other payment or
perform any other act which Tenant is obligated to make or perform under this
Lease, or cause such to be done, then Landlord may, but shall not be obligated
so to do, after thirty (30) days' written notice to Tenant and to any Mortgagee
(but without notice in the event of an emergency) and without waiving, or
releasing Tenant from, any obligation of Tenant in this Lease contained, pay any
such imposition or effect such insurance coverage and pay premiums therefore,
and may make any other payment or perform any other act which Tenant is
obligated to perform under this Lease, in such manner and to such extent as
shall be necessary, and, in exercising any such rights, pay necessary and


                                       26


incidental costs and expenses, employ counsel and incur and pay reasonable
attorneys' fees. All sums so paid by Landlord and all necessary and incidental
costs and expenses in connection with the performance of any such act by
Landlord, shall be deemed Additional Rent hereunder and, except as otherwise in
this Lease expressly provided, shall be payable to Landlord as Additional Rent
on the next Rent Payment Date, and Tenant covenants to pay any such sum or sums
with interest as aforesaid and Landlord shall have the same rights and remedies
in the event of the nonpayment thereof by Tenant as in the case of default by
Tenant in the payment of the Base Rent.

     15.2 At any time when any Mortgage shall be in effect, any Mortgagee may
make any payment or perform any act required hereunder to be made or performed
by Tenant with the same effect as if made or performed by Tenant (after written
notice to Landlord); provided, however, that no entry by Mortgagee upon the
Premises or improvements thereon for such purpose shall constitute or be deemed
to be an eviction of Tenant or release Tenant from any obligation or default
hereunder (except any obligation or default which shall have been fully
performed or corrected by such payment or performance by a Mortgagee).

                                   ARTICLE 16
                                   ----------

                               DEFAULT PROVISIONS
                               ------------------

     16.1 (a) This Lease and the Primary Term hereof are subject to the
limitation that if, at any time during the Primary Term, any one or more of the
following events (each, an "Event of Default") shall occur:

               (i) if Tenant shall fail to pay any installment of the Base Rent
or any part thereof, when the same shall become due and payable, and such
failure shall continue for ten (10) days after receipt of written notice thereof
from Landlord to Tenant; or

               (ii) if Tenant shall fail to pay any other charge or sum required
to be paid by Tenant hereunder, including but not limited to, any item of
Additional Rent, and such failure shall continue for thirty (30) days after
receipt of written notice thereof from Landlord to Tenant;

               (iii) if Tenant fails to provide any replacement letter of credit
to the Completion Letter of Credit in the time and manner described in Section
3.14 hereof;

               (iv) if the policies of insurance described in Article 10 hereof
are not kept in full force and effect, or if such policies are not timely
delivered to Landlord as provided in Article 10 hereof;


                                       27


               (v) if Tenant shall make an assignment for the benefit of
creditors or if Tenant shall admit in writing its inability to pay its debts as
they become due;

               (iv) if (i) Tenant or any subsidiary or general partner, managing
member or non-member manager of Tenant shall commence any case, proceeding or
other action (A) under any existing or future law of any jurisdiction, domestic
or foreign, relating to bankruptcy, insolvency, reorganization, conservatorship
or relief of debtors, seeking to have an order for relief entered with respect
to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking,
reorganization, arrangement, adjustment, winding-up, liquidation, dissolution,
composition or other relief with respect to it or its debts, of (B) seeking
appointment of a receiver, trustee, custodian, conservator or other similar
official for it or for all or any substantial part of its assets, or Tenant or
any subsidiary or general partner, managing member or non-member manager of
Tenant shall make a general assignment for the benefit of its creditors; or (ii)
there shall be commenced against Tenant or any subsidiary or general partner,
managing member or non-member manager of Tenant any case, proceeding or other
action of a nature referred to in clause (i) above which (A) results in the
entry of an order for relief or any such adjudication or appointment or (B)
remains undismissed, undischarged or unbonded for a period of sixty (60)
calendar days; or (iii) there shall be commenced against Tenant or any
subsidiary or general partner, managing member or non-member manager of Tenant
any case, proceeding or other action seeking issuance of a warrant of
attachment, execution, distraint or similar process against all or any
substantial part of its assets which results in the entry of any order for any
such relief which shall not have been vacated, discharged, or stayed or bonded
pending appeal within sixty (60) calendar days from the entry thereof; or (iv)
Tenant or any subsidiary or general partner, managing member or non-member
manager of Tenant shall take any action in furtherance of, or indicating its
consent to, approval of, or acquiescence in, any of the acts set forth in clause
(i), (ii) or (iii) above; or (v) Tenant or any subsidiary or general partner,
managing member or non-member manager of Tenant shall generally not, or shall be
unable to, or shall admit in writing its inability to, pay its debts as they
become due;

               (vii) subject to Tenant's right to contest certain liens as
provided by the law of the state of Arizona or by this Lease, if all or any
portion of the Project becomes subject to any mechanic's, materialman's or other
involuntary lien (other than a lien for local real estate taxes and assessments
not then due and payable) and the lien shall remain undischarged or record (by
payment, bonding or otherwise) for a period of sixty (60) calendar days;

               (viii) if any federal tax lien is filed against Tenant, any
general partner, managing member or non-member manager of Tenant or all or any
portion of the Project and the same is not discharged of record within sixty
(60) calendar days after same is filed;

               (ix) if Tenant attempts to assign its rights under this Lease or
any interest herein in contravention of the terms of this Lease or if Tenant
admits in writing its present intention to temporarily or permanently abandon
its efforts to achieve Substantial Completion of the Project;

               (x) seizure or forfeiture of the Project, or any portion thereof,
or Tenant's interest therein, resulting from criminal wrongdoing or other
unlawful action of Tenant, its affiliates, or any tenant in the Project under
any federal, state or local law; and

               (xi) if Tenant shall fail to perform or observe any other
requirement of this Lease (not hereinbefore in this Section 16.1 specified) on
the part of the Tenant to be performed or observed, and such failure shall
continue for thirty (30) days after receipt of written notice thereof from
Landlord to Tenant, provided, however, if the default is of such a nature that
it cannot be cured within such thirty (30) day period, then Tenant will have
such additional time as may be reasonably necessary to cure that default,
provided, however, that Tenant (i) commences to cure that default within ten
(10) days after receipt of written notice thereof from Landlord, (ii) thereafter
diligently pursues such cure to completion, and (iii) such cure is completed no
later than one hundred and eighty (180) days from the receipt of the initial
written notice.


                                       28


          (b) Upon the happening of any one or more Events of Default, Landlord
shall (i) have the right, then or at any time thereafter, to pursue and enforce
any and all rights and remedies available to Landlord hereunder or at law or in
equity, including but not limited to the right to give Tenant written notice of
Landlord's intention to terminate this Lease on a date specified in such notice,
which date shall not be less than thirty (30) days after the date of giving of
such notice, and on the date specified in such notice Tenant's right to
possession of the Premises shall cease and Tenant shall peaceably and quietly
yield to and surrender to Landlord the Premises and improvements thereon located
thereon, and this Lease shall thereupon be terminated and all of the right,
title and interest of the Tenant hereunder and in the improvements thereon shall
wholly cease and expire in the same manner and with the same force and effect as
if the date of expiration of such thirty (30) day period were the date
originally specified herein for the expiration of this Lease and the Primary
Term hereof, and the Tenant shall then quit and surrender the Premises and
improvements thereon to the Landlord, but the Tenant shall remain liable as
hereinafter provided, and (ii) have the right to accelerate and take sole
possession of the Security Deposit of Section 3.13 and the Completion Letter of
Credit as set forth within Section 3.14.

          (c) So long as any Leasehold Mortgage shall remain a lien on Tenant's
leasehold estate, Landlord agrees that simultaneously with the giving of any
such notice of default or of termination of this Lease to Tenant, it will give
the Leasehold Mortgagee a duplicate of such notice, provided the provisions of
Section 19.5 shall have been complied with. Notwithstanding the foregoing
provisions of this Section, so long as any Leasehold Mortgage shall remain a
lien on Tenant's leasehold estate, Landlord shall not have the right to exercise
any remedy provided above if the Base Rent and all other charges payable by
Tenant hereunder continue to be paid in accordance with the terms of this Lease.
If a Leasehold Mortgagee shall take possession of the Premises in a foreclosure
proceeding or by a Receiver, and the Base Rent and all other charges payable by
Tenant hereunder continue to be paid in accordance with the terms of this Lease,
the default under this Section shall be deemed cured.

     16.2 In the event of any termination of this Lease as in Section 16.1 above
provided or as otherwise permitted by law, or if an Event of Default shall
continue beyond the expiration of any grace period above provided for, Landlord
may enter upon the Premises and improvements thereon, and have, repossess and
enjoy the same by summary proceedings, ejectment or otherwise, and in any such
event neither Tenant nor any person claiming through or under Tenant by virtue
of any statute or of an order of any court shall be entitled to possession or to
remain in possession of said Premises but shall forthwith quit and surrender the
Premises and improvements thereon. Landlord shall be under no liability for or
by reason of any such entry, repossession or removal of Tenant or any person
claiming through or under Tenant.

     16.3 (a) In case of any such termination, re-entry, or dispossession by
summary proceedings, ejectment or otherwise, the Base Rent and all other charges
required to be paid by Tenant hereunder shall thereupon become due and payable
up to the time of such termination, re entry or dispossession, and Tenant shall
also pay to Landlord all expenses which Landlord may then or thereafter incur
for legal expenses, reasonable attorney's fees, brokerage commissions, and all
other costs paid or incurred by Landlord for restoring the Premises and
improvements thereon to good order and condition.


                                       29


          (b) In such case, Landlord may, at its option, re-let the Premises, or
any part thereof, as the agent of Tenant and Tenant shall pay Landlord the
difference between the Base Rent and Additional Rent hereby reserved and agreed
to be paid by Tenant for the portion of the Primary Term remaining at the time
of renting, termination, dispossession or ejection and the amount, if any,
received or to be received under such re-letting for such portion of the Primary
Term.

     16.4 The right of Landlord to recover from Tenant the amounts hereinabove
provided for shall survive the issuance of any order for possession or other
cancellation or termination hereof, and Tenant hereby expressly waives any
defense that might be based upon the issuance of such order for possession or
other cancellation or termination hereof. Tenant hereby expressly waives service
of any notice of intention to re enter that may be required by law. Landlord and
Tenant hereby waive all right to trial by jury in any summary or other judicial
proceedings hereafter instituted by Landlord against Tenant in respect to the
Premises and the improvements thereon.

     16.5 Anything in this Article 16 to the contrary notwithstanding, it is
expressly understood that, with respect to any Event of Default within the
purview of subdivision (xii) of Section 16.1 hereof, if such Event of Default is
of such a nature that it cannot, with due diligence, be cured within a period of
thirty (30) days, Landlord shall not be entitled to re enter the Premises and
the improvements thereon or serve a notice of termination upon Tenant, as
provided in said Section 16.1, nor shall the same be regarded as an Event of
Default for any of the purposes of this Lease, if Tenant shall have commenced
the curing of such default within the period of thirty (30) days referred to in
said subdivision (x), and so long as Tenant shall thereafter proceed with
reasonable diligence to complete the curing of such default not susceptible of
being cured with due diligence within thirty (30) days, and the time of Tenant
within which to cure the same shall be extended for such period as may be
necessary to complete the same with due diligence; provided, however, that in
any event, such cure must be achieved no later than one hundred and eighty (180)
days from the receipt of the initial written notice to cure.

     16.6 At any time when any Leasehold Mortgage is in effect, Landlord will
not exercise any right, power or remedy with respect to any Event of Default
hereunder until the expiration of any grace period provided with respect
thereto, plus an additional period of thirty (30) days beyond such period or
beyond the date on which Landlord has given to any such Leasehold Mortgagee
written notice of such default or a copy of its notice to Tenant of such
default, whichever is later. Landlord will not exercise any right, power or
remedy with respect to any Event of Default described in Section 16.5 so long as
all Base Rent or Additional Rent due and payable is paid and any Leasehold
Mortgagee, within such thirty (30) day period shall give Landlord written notice
that it intends to undertake the correction of all defaults and thereafter
diligently prosecutes the correction of such defaults, whether by exercise on
behalf of Tenant of its obligations hereunder, entry on the Premises or
improvements thereon, foreclosure, sale or otherwise, and is diligently pursuing
such cure. Should any Leasehold Mortgagee acquire the estate of Tenant, whether
by foreclosure, sale or otherwise, and so long as such Leasehold Mortgagee
complies with Section 16.8 hereof, such Leasehold Mortgagee shall succeed to the
estate of Tenant created hereby.


                                       30


     16.7 (a) In case of the termination of this Lease by reason of the
happening of any Event of Default (except for Events of Default pursuant to
which Leasehold Mortgagee has already received notice pursuant to Section 16.6
hereof), Landlord shall give written notice thereof to any Leasehold Mortgagee
who shall have notified Landlord of its name and address pursuant to Section
19.5. If within thirty (30) days after the mailing of such notice, such
Leasehold Mortgagee shall pay or arrange to the satisfaction of Landlord for the
payment of a sum of money equal to any and all Base Rent and other charges due
and payable by Tenant hereunder, as of the date of such termination, in addition
to any and all expenses, costs and fees, including reasonable counsel fees,
incurred by Landlord in terminating this Lease and in acquiring possession of
the Premises, together with a sum of money equal to the amount which, but for
such termination, would have become due and payable under this Lease, from such
termination date up to and including a period of sixty (60) days beyond the date
of the mailing of such notice, Landlord shall, upon the written request of such
Leasehold Mortgagee, made any time within the first thirty (30) days of such
sixty (60) day period mutually execute and deliver within the last thirty (30)
days of such sixty (60) day period a new lease of the Demised premises to such
Leasehold Mortgagee, or to the nominee of such Leasehold Mortgagee, for the
remainder of the Primary Term of this Lease, and, to the extent permitted by
law, with priority over any Mortgage on the Premises created by Landlord and
over any other encumbrances created by Landlord; provided, however, that such
Leasehold Mortgagee shall have paid to Landlord a sum of money equal to all
expenses, including reasonable attorneys' fees, incident to the preparation,
printing, execution, delivery and recording of such new lease. Such new lease
shall contain the same clauses subject to which this demise is made, and shall
be at the same rent and on the same terms as herein contained, and subject
thereto the Landlord shall convey and transfer to such Leasehold Mortgagee title
to the improvements thereon and furnishings and personal property on the
Premises used in the operation and maintenance thereof.

          (b) Nothing herein contained shall be deemed to impose any obligation
on the part of Landlord to deliver physical possession of the Premises to such
Leasehold Mortgagee, or to its nominee. Landlord agrees, however, that Landlord
will, at the sole cost and expense of such Leasehold Mortgagee or nominee,
cooperate in the prosecution of summary proceedings to evict the then defaulting
Tenant. If such Leasehold Mortgagee or nominee shall acquire a new lease
pursuant to this Section 16.7 (the Tenant under such new lease being in this
Section 16.7 called the "New Tenant"), and if, upon such termination of this
Lease, Landlord shall be holding any insurance recovery or shall be entitled to
receive all or any part thereof or to have all or any part thereof applied to
any restoration or alteration, then, Landlord agrees that Landlord shall receive
and continue to hold such amounts and apply the same or pay out the same to the
New Tenant, in the same manner and to the same extent as Landlord would have
been obliged to pay or apply the same to or for the benefit of Tenant if this
Lease had not terminated.

     16.8 No party shall be entitled to become the owner of, or acquire any
interest in, the Tenant's interest in this Lease pursuant to a judgment of
foreclosure and sale, unless such party shall first have delivered to Landlord,
within twenty (20) days after the date of transfer of title upon any such
foreclosure of sale, an assumption agreement, dated as of the date of transfer
of title and executed in recordable form containing covenants and agreements
provided for in Section 18.1.


                                       31


                                   ARTICLE 17
                                   ----------

                   CUMULATIVE REMEDIES; WAIVER; CHANGE IN LAW
                   ------------------------------------------

     17.1 The specified remedies to which Landlord may resort under the terms of
this Lease are cumulative and are not intended to be exclusive of any other
remedies or means of redress to which Landlord may be lawfully entitled in case
of any breach or threatened breach by Tenant of any provision of this Lease.

     17.2 The failure of Landlord to insist in any one or more cases upon the
strict performance of any of the terms, covenants, conditions, provisions or
agreements of this Lease or to exercise any option herein contained shall not be
construed as a waiver or a relinquishment for the future of any such term,
covenant, condition, provision, agreement or option. A receipt and acceptance by
Landlord of rent or any other payment, or the acceptance of performance of
anything required by this Lease to be performed, with knowledge of the breach of
any term, covenant, condition, provision or agreement of this Lease, shall not
be deemed a waiver of such breach, nor shall any acceptance of rent in a lesser
amount than is herein provided for (regardless of any endorsement on any check,
or any statement in any letter accompanying any payment of rent) operate or be
construed either as an accord and satisfaction or in any manner other than as
payment on account of the earliest rent then unpaid by Tenant, and no waiver by
Landlord of any term, covenant, condition, provision or agreement of this Lease
shall be deemed to have been made unless specifically acknowledged as such in
writing and signed by Landlord.

     17.3 In addition to the other remedies provided in this Lease, Landlord
shall be entitled to the restraint by injunction of any violation or attempted
or threatened violation, of any of the terms, covenants, condition, provisions
or agreements of this Lease.

     17.4 This Lease shall not be affected by any laws, ordinances or
regulations, whether Federal, state, county, city, municipal or otherwise, which
may be enacted or become effective from and after the Effective Date affecting
or regulating or attempting to affect or regulate the rent herein reserved or
continuing in occupancy Tenant, any Subtenants, or assignees of Tenant's
interest in the Premises and improvements thereon beyond the dates of
termination of their respective leases, or otherwise.

                                   ARTICLE 18
                                   ----------

                    QUIET ENJOYMENT AND SURRENDER OF PREMISES
                    -----------------------------------------

     18.1 So long as Tenant shall pay the rent provided for herein and shall
keep, observe and perform all of the other covenants of this Lease, Tenant shall
and may peaceably and quietly have, hold and enjoy the Premises and improvements
thereon for the Primary Term hereof free of interference from Landlord or those
claiming through or under Landlord. This covenant shall be construed as running
with the land to and against subsequent owners and successors in interest, and
is not, nor shall it operate or be construed as, a personal covenant of
Landlord, except to the extent of Landlord's interest in said Premises and only
so long as such interest shall continue, and thereafter this covenant shall be
binding only upon such subsequent owners and successors in interest, to the
extent of their respective interests, as and when they shall acquire the same,
and only so long as they shall retain such interest.


                                       32


     18.2 Except as otherwise provided in this Lease, Tenant shall, upon the
expiration or termination of this Lease for any reason whatsoever, surrender to
Landlord the improvements then upon the Premises, together with all alterations
and replacements thereof then on the Premises. Title to all trade fixtures,
furniture and equipment (other than building equipment) of Tenant and its
subtenants, installed in the improvements thereon then upon the Premises, shall
remain in Tenant and in such subtenants, and, upon the expiration or other
termination of this Lease, the same may, and upon demand of Landlord shall, be
removed and any resultant damage to the Premises or the improvements thereon
shall be repaired, by and at the expense of Tenant.

     18.3 On or before the Rent Commencement Date Landlord shall provide Tenant
with a non-disturbance agreement from Landlord's Mortgagee. Such non-disturbance
agreement shall contain the following provisions and shall be in form reasonably
acceptable to counsel for Tenant:

          (a) So long as Tenant shall not be in default of its obligations under
this Lease, such Mortgagee shall recognize this Lease and shall not disaffirm
the Lease even if Mortgagee shall foreclose the Mortgage or the Premises shall
be sold pursuant to a foreclosure sale to take a deed in lieu of such a
foreclosure sale;

          (b) Tenant shall be entitled to use and occupy the Premises in
accordance with the provisions of the Lease;

          (c) Tenant's possession of the Premises shall not be disturbed by
Mortgagee, its successors or assigns.

     This provision shall be binding upon all Landlord's Mortgagees and
receivers thereunder and purchasers at any sale pursuant thereto. Landlord's
failure to comply with this Section prior to the Rent Commencement Date (or
within thirty (30) days after any such Mortgage or lien becomes superior to this
Lease) shall give Tenant, in addition to whatever other rights Tenant may have,
the right to be relieved of any obligations hereunder to commence or complete
Tenant's Work, if any, while said failure on the part of Landlord continues.
Tenant's obligation to complete Tenant's Work will be reinstated upon
deliverance by Landlord of a non-disturbance agreement meeting the preceding
conditions from Landlord's Mortgagee.

     18.4 Upon written request by Landlord, Tenant agrees to subordinate this
Lease to the lien of any Mortgage held by Landlord's Mortgagee, provided
Landlord's Mortgagee shall agree to deliver a non-disturbance agreement meeting
the requirements described in Section 18.3 and containing such other provisions
as Landlord's Mortgagee may require, acting in a commercially reasonable manner
and in a commercially reasonable time. Tenant also agrees that any Mortgagee may
elect to have this Lease prior to any Mortgage whether this Lease is dated prior
to or subsequent to the date of said Mortgage.


                                       33


                                   ARTICLE 19
                                   ----------

                  ASSIGNMENTS, SUBLETTING, LEASEHOLD MORTGAGES
                  --------------------------------------------

     19.1 Until Substantial Completion (as defined in Section 3.14 hereof),
Tenant may not directly, indirectly, voluntarily, involuntarily or by operation
of law convey, transfer, sell, assign, license, grant concessions, franchise,
gift, hypothecate, mortgage, pledge, encumber or hypothecate any interest in
this Lease or the Premises (each, a "Transfer") without the prior written
consent of Landlord in its sole discretion. If Tenant is a corporation,
unincorporated association, limited liability company or a partnership, the
transfer of forty nine percent (49%) or more of any stock or other ownership
interest in such corporation, association, limited liability company or
partnership will be deemed a Transfer within the meaning of and subject to the
provisions of this Article 19. A sublease of all or substantially all of the
Premises to a single Person or to Persons that are Affiliates shall be deemed a
Transfer within the meaning of and subject to the provisions of this Article 19.
Notwithstanding the foregoing each of the following shall be permitted without
Landlord's consent and shall not constitute an Event of Default under this
Lease: (i) the issuance of additional interests in the Tenant pursuant to
Section 8.2 of the limited liability company agreement of Tenant which do not
have the effect of altering the control of the Tenant; (ii) the granting to
Tenant's Mortgagee any mortgage, deed of trust, security deed, deed to secure
debt or any other instrument or agreement encumbering Tenant's leasehold estate
in the Premises or any foreclosure, trustee's sale, deed, transfer, assignment
or other conveyance in lieu of foreclosure, or other similar exercise of rights
or remedies of Tenant's Mortgagee under such mortgage, deed of trust, security
deed, deed to secure debt, or other instrument or agreement in accordance and
consistent with the terms of this Lease; (iii) the conveyance, sale, assignment,
gift, hypothecation, mortgage, pledge or transfer of any interest in Glimcher
Properties Limited Partnership or Glimcher Realty Trust (collectively
"Glimcher") or their respective successors or assigns, whether directly,
indirectly, voluntarily, involuntarily or by operation of law which has the
effect of transferring Glimcher's interest in the Tenant to a third party; and
(iv) the assignment of Tenant's interest in and to this Lease to a (either
directly or indirectly) wholly-owned subsidiary of Tenant. Following Substantial
Completion of the Project, this Lease shall be freely assignable by Tenant to
any Person. Prior to Substantial Completion, Tenant acknowledges that Landlord
has the absolute right and privilege, acting in a commercially reasonable
manner, to approve Transfers, in accordance with this Section 19.1. Landlord's
criteria for such approval shall include, and Tenant must satisfy to Landlord's
satisfaction each of the following: (i) that the newly composed tenant shall
have creditworthiness and net worth at least as good (if not better) than the
existing Tenant entity, (ii) that all owners of the newly composed tenant comply
with all Patriot Act and OFAC requirements known to Landlord (and that clean
background checks and credit checks have been undertaken with respect to such
parties in a manner satisfactory to Landlord), (iii) that no material economic
modifications to this Lease occur in respect of such Transfer, and that (iv)
Landlord is timely provided with a copy of all fully-executed transfer
documentation (and or amendments to this Lease) prior to the legal effectiveness
of such Transfer.

     19.2 In connection with an assignment by Tenant of this Lease, each
assignee of Tenant's interest in this Lease shall agree in writing for the
benefit of Landlord to assume, to be bound by, and to perform the terms,
covenants and conditions of this Lease to be done, kept and performed by Tenant,
including the payment of all amounts due or to become due under this Lease. One
executed copy of such written instrument shall be delivered to Landlord.


                                       34


     19.3 Subleases.

          (a) At any time during the Term, Tenant may sublease all or portion of
     the Premises or any improvements thereon to subtenants ("Subtenants"),
     provided that until Substantial Completion of the Project, Tenant may not
     sublease all or substantially all of the Premises to a single Person or to
     Persons that are Affiliates.

          (b) Landlord shall enter into a non-disturbance agreement with any
     Subtenant upon request by such Subtenant or Tenant. The non-disturbance
     agreement will provide that, notwithstanding the termination of this Lease,
     the Subtenant sublease ("Sublease") will continue for the duration of its
     term and any extensions thereof as a direct lease between Landlord and the
     Subtenant; provided, however, the non-disturbance agreement will be
     conditioned on the following: (i) Landlord will not be liable to any
     Subtenant for any security deposits (unless the security deposit has been
     delivered to Landlord) under its Sublease, nor will Landlord be bound by
     any rental which is paid more than thirty (30) days in advance of the due
     date under the terms of the Sublease; (ii) the Subtenant shall not be in
     default under its Sublease on the date of the Lease termination; (iii) the
     Subtenant shall attorn to Landlord; and (iv) Landlord will not be liable
     for any act or omission of Tenant or be subject to any offsets or defenses
     that any Subtenant may have against Tenant (but may not limit rights of
     offset available to such Subtenant under the sublease in the event Landlord
     fails to perform any obligation of Tenant that remains unperformed as of
     the date Landlord takes possession of the Premises). In no event may Tenant
     enter into any Sublease that has a term (including available extensions)
     that extends beyond the Primary Term. Landlord will not be required to
     enter into or negotiate a non-disturbance agreement with Tenant or any
     Subtenant that is affiliated with Tenant or any Tenant Party. A copy of the
     signed or proposed Sublease shall be delivered to Landlord concurrently
     with any request for a non-disturbance agreement.

     19.4 Each Transfer shall be by an instrument in writing, in a form
satisfactory to Landlord, and shall be signed by the Tenant and the Transferee
or Subtenant, in each instance, as the case may be. No Transfer will relieve
Tenant of any obligations under this Lease, nor will Landlord's consent to one
Transfer constitute a waiver of Landlord's approval rights with respect to
subsequent Transfers.

     19.5 Tenant, without Landlord's consent, may subject the leasehold estate
under this Lease and the improvements thereon or any part thereof or interest
therein without restriction under a Mortgage or Mortgages, at any time and from
time to time, without limitation as to amount and on any terms Tenant may deem
desirable, and in connection therewith may assign the leasehold estate to the
Mortgagee. If more than one such Mortgage shall at the time be in effect, each
such Mortgage, at the time in effect, is herein called "Leasehold Mortgage";
provided, however, that the Mortgagee thereof shall have notified Landlord in
writing that it is a holder of such Leasehold Mortgage and of the name and
address to which all notices, requests, demands, consents, certificates and
other communications hereunder to it may be addressed; and such a Mortgagee of a
Leasehold Mortgage, having given such notice, is herein called "Leasehold


                                       35


Mortgagee." Landlord and Tenant shall not agree between themselves to any
cancellation, surrender or modification of this Lease without the prior written
consent of any Leasehold Mortgagee, except as may otherwise be provided in the
Leasehold Mortgage or any related agreement. Landlord will give to any Leasehold
Mortgagee a copy of any notice or other communication from Landlord to Tenant
hereunder at the time of giving such notice or communication to Tenant and
notice of any rejection of this Lease by any Trustee in bankruptcy of Tenant.
Landlord shall not be entitled to share in the proceeds of any loan obtained as
a result of any financing or refinancing undertaken by Tenant from time to time
during the Primary Term of this Lease which is secured by a Leasehold Mortgage.

                                   ARTICLE 20
                                   ----------

           GRANTS OF EASEMENTS IN CERTAIN CIRCUMSTANCES; ZONING CHANGE
           -----------------------------------------------------------

     20.1 Tenant is hereby authorized and empowered, for and on behalf of
Landlord, and as attorney in fact of Landlord, to make, execute, acknowledge and
deliver instruments in the form usually used for the purpose in the State of
Arizona, granting a license or easement, with respect to the Premises, to any
person, and the successors and assigns of such person for the purpose of laying
mains, pipes, sewers, gas, electrical conduits, telephone, cable television and
other utilities in or upon the Premises, and to locate telephone or electrical
supply poles, wires, and supports in or upon the Premises, provided that such
license or easement expires by its terms on or before the termination of the
Lease. For all other licenses or easements with respect to the Premises,
Landlord's consent shall be required, which consent shall not be unreasonably
withheld, conditioned or delayed. Tenant acknowledges that Landlord's ability
and capacity to consent to such a matter may require the consent of Landlord's
Mortgagee, which consent may be withheld, conditioned or delayed in a manner
beyond the control of Landlord. If, within thirty (30) days after Tenant has
requested Landlord's consent, Landlord has failed to grant or withhold
Landlord's consent, Landlord shall be deemed to have consented. Landlord shall
also provide all reasonable cooperation and assistance to Tenant in vacating or
terminating any currently existing easements or licenses with respect to the
Premises that Tenant reasonably desires to have vacated or terminated.

     20.2 Tenant is hereby authorized and empowered for and on behalf of
Landlord and as the attorney in fact of Landlord, to execute on Landlord's
behalf a consent or petition for any zoning change variance or special exception
relating to the Premises where the same is required for the purpose of
authorizing the operation of the Premises or the improvements thereon for any
purpose not inconsistent with the terms of this Lease, or to join in any
petition for a release from restrictive covenants which interfere with the
operation or improvement of the Premises for such purpose.

                                   ARTICLE 21
                                   ----------

                              ESTOPPEL CERTIFICATES
                              ---------------------

     21.1 Landlord and Tenant agree at any time and from time to time, upon not
less than ten (10) days' prior written request by either, to execute,
acknowledge and deliver to the party requesting the same a statement in writing
certifying that this Lease is unmodified and is in full force and effect (or, if


                                       36


there have been modifications, that the same is in full force and effect as
modified and stating the modifications), the Base Rent currently payable, and
the dates to which the Base Rent and other charges have been paid in advance, if
any, it being intended that any such statement delivered pursuant to this
Article may be relied upon by any prospective purchaser or Mortgagee of the
Premises or Tenant's interest in this Lease.

     21.2 Such certificate by Tenant shall contain a statement that there are no
defaults by Landlord under this Lease, or, if there be any, a reasonably
detailed specification of all such defaults, and, such a certificate by Landlord
shall contain a statement that it has knowledge of no defaults by Tenant under
this Lease, or, if there be any of which it has knowledge, a reasonably detailed
specification of all such defaults.

                                   ARTICLE 22
                                   ----------

                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------

     22.1 Landlord represents and warrants to Tenant, its successors and
assigns, as follows:

          (a) The execution and delivery of this Lease by Landlord, the
execution and delivery of every other document and instrument delivered pursuant
hereto by or on behalf of Landlord, and the consummation of the transactions
contemplated hereby have been duly authorized and validly executed and delivered
by Landlord, and will not (i) constitute or result in the breach of or default
under any oral or written agreement to which Landlord is a party or which
affects the Premises; (ii) constitute or result in a violation of any order,
decree or injunction with respect to which the Landlord and/or the Premises is
bound; (iii) cause or entitle any party to have a right to accelerate or declare
a default under any oral or written agreement to which Landlord is a party or
which affects the Premises; and/or (iv) to Landlord's knowledge, violate any
provision of any municipal, state or federal law, statutory or otherwise, to
which Landlord is or may be subject.

          (b) This Lease and each document to be delivered hereunder, when duly
executed and delivered, will be valid, legal and binding obligations of Landlord
enforceable in accordance with their respective terms.

          (c) To Landlord's knowledge, Landlord is in full compliance with all
requirements of all governmental authorities with respect to the Premises.

          (d) Landlord has full power, right, and authority, and is duly
authorized to enter into this Lease, to perform each of the acts herein provided
and to execute and deliver all documents required hereunder.

          (e) There is no tenant or any other occupant of the Premises or any
other Person having any right or claim to possession or use of the Premises
other than Dial. Except as set forth in the Dial Lease, possession of the
Premises is being delivered to Tenant by Landlord free of rights or claims of
any tenants, occupants or parties in possession.


                                       37


          (f) There is no litigation, arbitration, investigation, proceeding or
administrative action or examination, claim or demand, pending or, to Landlord's
knowledge, threatened, or any other condition which relates to or affects the
Premises or which would impair or otherwise adversely affect this Lease,
Landlord's performance hereunder and/or Tenant's intended use of the Premises or
which could result in a lien, charge, encumbrance or judgment against all or any
part of or any interest in the Premises. No attachments, execution proceedings,
liens, assignments or insolvency proceedings are pending or, to Landlord's
knowledge, threatened against Landlord or the Premises or contemplated by
Landlord.

          (g) Other than the Dial Lease, there are no other contracts,
agreements or understandings, verbal or written, for the lease, sale or transfer
of any portion of the Premises. Between May 12, 2006 and the Rent Commencement
Date hereunder, no part of the Premises has been alienated, encumbered or
transferred except for the granting of a Mortgage to Landlord's Mortgagee.

          (h) Landlord has not made and has no knowledge of any commitments to
any governmental unit or agency, utility company, authority, school board,
church or other religious body, or to any other Person relating to the Premises
which would impose any obligations upon Tenant to make any contributions of
money or land or to install or maintain any improvements.

          (i) Between May 12, 2006 and the Rental Commencement Date, Landlord
has not:

               (i) created, incurred, or permitted to exist any Mortgage, lien,
pledge, or other encumbrance in any way affecting the Premises which is not
affecting the Premises as of May 12, 2006, excepting therefrom the Mortgage of
Landlord's Mortgagee, if any;

               (ii) committed any waste or nuisance upon the Premises; and

               (iii) entered into, amended or otherwise modified any contracts
or agreements pertaining to the Premises.

          (j) Except as may be disclosed in the environmental assessment
provided by Landlord to Tenant, Landlord has no knowledge and has received no
notice that the Premises or other real estate in close proximity thereto (a) are
not in compliance with all federal, state and local laws, ordinances,
regulations, orders and directives pertaining to Hazardous or Toxic Materials on
or about the Premises or any portions thereof, including, without limitation,
those relating to soil and ground water conditions; (b) have not been used as a
land fill or waste dump (whether for Hazardous or Toxic Materials or otherwise);
and (c) have any underground storage tanks or bins buried within or underground
in any portion of the Premises or other premises adjacent thereto. For purposes
hereof, the term "Hazardous or Toxic Materials" shall mean oil or petrochemical
products, PCBs, asbestos, urea formaldehyde, flammable explosives, radioactive
materials, hazardous wastes, toxic substances or related materials, including,
without limitation, any substances defined from time to time as or included in
the definition of "hazardous substances," "hazardous materials," or "toxic
substances" under any applicable federal, state or local laws or regulations.


                                       38


     22.2 Tenant represents and warrants to Landlord, its successors and
assigns, as follows:

          (a) The execution and delivery of this Lease by Tenant, the execution
and delivery of every other document and instrument delivered pursuant hereto by
or on behalf of Tenant, and the consummation of the transactions contemplated
hereby have been duly authorized and validly executed and delivered by Tenant,
and will not (i) constitute or result in the breach of or default under any oral
or written agreement to which Tenant is a party; (ii) constitute or result in a
violation of any order, decree or injunction with respect to which the Tenant is
bound; (iii) cause or entitle any party to have a right to accelerate or declare
a default under any oral or written agreement to which Tenant is a party; and/or
(iv) to Tenant's knowledge, violate any provision of any municipal, state or
federal law, statutory or otherwise, to which Tenant is or may be subject.

          (b) This Lease and each document to be delivered hereunder, when duly
executed and delivered, will be valid, legal and binding obligations of Tenant,
enforceable in accordance with their respective terms.

          (c) TENANT ACKNOWLEDGES, REPRESENTS AND WARRANTS TO LANDLORD THAT
EXCEPT AS OTHERWISE STATED OR PROVIDED IN THIS LEASE (1) TENANT HAS INSPECTED
THE PREMISES AND ACCEPTS THE PREMISES IN AN "AS IS, WHERE IS, WITH ALL FAULTS"
CONDITION BASED UPON TENANT'S OWN INVESTIGATION AND INSPECTION THEREOF; (2) THE
BUILDINGS AND IMPROVEMENTS COMPRISING THE PREMISES WILL BE DEMOLISHED AS
PROVIDED IN SECTION 6.1 AND NEITHER LANDLORD NOR ANYONE ACTING ON LANDLORD'S
BEHALF HAS MADE ANY WARRANTY, REPRESENTATION, COVENANT OR AGREEMENT WITH RESPECT
TO THE MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE PREMISES;
(3) NO REPRESENTATIONS AS TO THE REPAIR OF THE PREMISES, NOR PROMISES TO ALTER,
REMODEL OR IMPROVE THE PREMISES HAVE BEEN MADE BY LANDLORD OR ANYONE ACTING ON
LANDLORD'S BEHALF, EXCEPT AS TO DEMOLITION OF THE EXISTING IMPROVEMENTS AS NOTED
WITHIN SECTION 6.1; (4) THERE ARE NO REPRESENTATIONS OR WARRANTIES, EXPRESSED,
IMPLIED OR STATUTORY, THAT APPLY TO ANY PROPERTY BEYOND THE DESCRIPTION OF THE
PREMISES, AND; (5) NEITHER LANDLORD NOR ANYONE ACTING ON BEHALF OF LANDLORD HAS
MADE ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WRITTEN OR ORAL,
STATUTORY OR OTHERWISE CONCERNING THE PREMISES, INCLUDING, BUT NOT LIMITED TO,
THE FOLLOWING: (i) THE CONDITION OF TITLE TO THE PREMISES; (ii) THE NATURE,
PHYSICAL CONDITION OR OTHER ASPECT OF THE PREMISES; (iii) THE INCOME OR EXPENSE
AS GENERATED, PAID OR INCURRED IN CONNECTION WITH THE PREMISES; (iv) THE
ACCURACY OF ANY STATEMENTS, CALCULATIONS OR CONDITIONS STATED OR SET FORTH IN
ANY MATERIALS DELIVERED TO TENANT BY ANY PERSON OTHER THAN LANDLORD OR
LANDLORD'S AGENTS OR AFFILIATES OR OBTAINED BY TENANT FROM ANY PERSON OTHER THAN
LANDLORD OR LANDLORD'S AGENTS OR AFFILIATES IN CONNECTION WITH TENANT'S ENTERING


                                       39


INTO THIS LEASE (COLLECTIVELY, THE "DILIGENCE MATERIALS"); (v) THE DIMENSIONS,
SIZE OR SQUARE FOOTAGE OF THE PREMISES; (vi) THE ABILITY OF TENANT TO OBTAIN ANY
AND ALL NECESSARY ZONING, VARIANCES, GOVERNMENTAL APPROVALS OR PERMITS FOR
TENANT'S INTENDED USE AND DEVELOPMENT OF THE PREMISES; (vii) THE STATUS OF THE
CURRENT ZONING OR GOVERNMENTAL APPROVALS OF THE PREMISES; (viii) THE
AVAILABILITY OF ANY UTILITIES; (ix) THE EXISTENCE OF HAZARDOUS SUBSTANCES IN,
ON, ABOUT, NEAR, UNDER OR AFFECTING THE PREMISES; OR (x) THE COMPLIANCE OF THE
PREMISES WITH ANY ENVIRONMENTAL LAWS OR ANY OTHER FEDERAL, STATE OR LOCAL LAWS,
ORDINANCES, STATUTES, RULES OR REGULATIONS.

                                   ARTICLE 23
                                   ----------

                       INVALIDITY OF PARTICULAR PROVISIONS
                       -----------------------------------

     If any term or provision of this Lease or the application thereof to any
person or circumstance shall to any extent be invalid or unenforceable, the
remainder of this Lease, or the application of such term or provision to persons
or circumstances other than those as to which it is invalid or unenforceable,
shall not be affected thereby, and each term and provision of this Lease shall
be valid and may be enforced to the fullest extent permitted by law.

                                   ARTICLE 24
                                   ----------

                            ARBITRATION AND APPRAISAL
                            -------------------------

     24.1 (a) If any provision of this Lease expressly submits a dispute between
the parties to arbitration, the dispute shall be determined by arbitration in
the City of Scottsdale, Arizona, as follows: Either party shall notify the other
party of its desire to arbitrate the matter in dispute and shall state in said
notice the name and address of a qualified person, having no business,
professional or personal relationship of any kind with either party, to act as
arbitrator hereunder. Within thirty (30) days after receipt of such notice the
other party shall give notice to the sender of the first mentioned notice,
stating the name and address of a qualified person having no business,
professional or personal relationship of any kind with either party, to act as
arbitrator hereunder. The arbitrators thus specified shall be experienced in the
field of the matter in dispute. Before proceeding to determine the matter in
dispute, the arbitrators so appointed shall subscribe and swear to an oath
fairly and impartially to determine such matter. If within thirty (30) days
following the appointment of the latter of said arbitrators said two (2)
arbitrators shall be unable to agree in respect of the matter in dispute, the
said arbitrators shall appoint, by instrument in writing, as third arbitrator, a
similarly qualified person having no business, professional or personal
relationship of any kind with either party, who, upon taking a similar oath
shall proceed with the two (2) arbitrators first appointed to determine the
matter in dispute. The written decision of any two (2) of the arbitrators so
appointed shall be binding and conclusive upon the parties hereto. If, after
notice of the appointment of an arbitrator the other party shall fail, within
the above specified period of thirty (30) days to appoint an arbitrator, such
appointment of a similarly qualified arbitrator may be made upon application
without notice by the person who shall have appointed an arbitrator, by the
American Arbitration Association (or, if such association shall not then be in
existence, such other organization, if any, as shall then have become the
successor of said association; and if there shall be no successor, then in


                                       40


accordance with the then prevailing provisions of the laws of the State of
Arizona relating to arbitration). If the two (2) arbitrators aforesaid shall be
unable to agree within thirty (30) days following the appointment of the latter
of said arbitrators upon the matter in dispute and shall fail to appoint in
writing a third arbitrator within thirty (30) days thereafter, the necessary
arbitrator shall be appointed by said association, or if any arbitrator
appointed as aforesaid by either of the parties, by said association, or by the
other two (2) arbitrators so appointed shall die, be disqualified or
incapacitated or shall fail to refuse to act, before such matter shall have been
determined, the necessary arbitrator shall be promptly appointed by the person
or persons or association who or which appointed the arbitrator who shall have
died, become disqualified, incapacitated or who shall have failed or refused to
act, as aforesaid.

          (b) Landlord and Tenant shall each pay one half (1/2) the fees of the
persons acting as arbitrators hereunder and the general expenses of such
arbitration.

          (c) Landlord, Tenant, and any Leasehold Mortgagee shall each have the
right to appear and be represented by counsel before said arbitrators and to
submit such data and memoranda and present such oral testimony in support of
their respective positions in the matter in dispute as each may deem necessary
or appropriate in the circumstances.

     24.2 Unless otherwise expressly provided, any appraisals provided for in
this Lease shall be conducted in the City of Scottsdale, Arizona, as follows:

          (a) Landlord shall at Landlord's cost cause an appraisal to be made
and shall submit the same to the Tenant for approval. If the Tenant approves the
appraisal, it shall be binding upon the Landlord and Tenant. If the Tenant does
not approve the appraisal, the Tenant shall at Tenant's cost cause an appraisal
to be made and shall submit the same to the Landlord for approval. If the
Landlord approves the appraisal it shall be binding upon the Landlord and
Tenant. If neither appraisal is approved, the two appraisers shall select a
third appraiser who shall make an appraisal and the average of the three
appraisals shall be binding upon Landlord and Tenant.

          (b) Each such appraiser shall be a certified Member of the American
Institute of Real Estate Appraisers (or any successor of such institute, or if
such institute or successor shall no longer be in existence, a recognized
national association or institute of appraisers), and shall have not less than
fifteen (15) years active experience as a real estate appraiser of commercial
and retail properties in the Scottsdale, Arizona area.

          (c) Landlord and Tenant shall each pay one half (1/2) the cost of any
third appraiser selected in accordance with this Section 24.2.

                                   ARTICLE 25
                                   ----------

                 SURRENDER OF PREMISES UPON TERMINATION OF LEASE
                 -----------------------------------------------

     Tenant covenants and agrees that, upon the termination of this Lease by
lapse of time or otherwise, it will surrender, yield up, and deliver the
Premises and all improvements thereon, except such operating equipment, trade
fixtures and signs (whether or not such operating equipment, trade fixtures or
signs are permanently affixed) as Tenant shall elect to remove, in good and


                                       41


clean condition, except the effects of ordinary wear and tear, depreciation
arising from lapse of time, or damage by fire or other casualty, the elements,
acts of God, or damage without fault of Tenant. Tenant shall repair any damage
to the Premises caused by Tenant's removal of such operating equipment, fixtures
and signs. Upon the termination of this Lease by lapse of time, Tenant shall
have no further interest in the Premises and any holding over shall be an
unlawful detainer and Tenant shall pay during such period a sum equal to one
hundred fifty percent (150%) of Base Rent for such period.

                                   ARTICLE 26
                                   ----------

                             RIGHT TO CURE DEFAULTS
                             ----------------------

     26.1 If Tenant fails to perform any of the covenants or agreements in this
Lease on the part of Tenant to be performed, Landlord may, at its election, in
addition to all other remedies now or hereafter afforded or provided by law,
after thirty (30) days written notice to Tenant and without Tenant commencing
and thereafter diligently prosecuting a cure of such failure within such period
of time, make good any such default or perform such covenants or agreements for
or on behalf of Tenant, and any amount or amounts which Landlord shall advance
on that behalf shall be repaid by Tenant, upon demand, with interest thereon at
the rate specified in Section 28.3 hereof from the date of such advance to the
repayment thereof in full.

     26.2 If Landlord fails to perform any of the covenants or agreements in
this Lease on the part of Landlord to be performed and such failure shall
subject Tenant or any of its customers or employees to any risk of personal or
property damage, Tenant may, at its election, in addition to all other remedies
now or hereafter afforded or provided by law, after thirty (30) days written
notice to Landlord and without Landlord commencing and thereafter diligently
prosecuting a cure of such failure within such period of time, make good any
such default or perform such covenants or agreements for or on behalf of
Landlord, and any amount or amounts which Tenant shall advance on that behalf
shall be repaid by Landlord, upon demand, with interest thereon at the rate
specified in Section 28.3 hereof from the date of such advance to the repayment
thereof in full; and, if Landlord shall not repay any such amount or amounts
upon demand, Tenant may deduct the same, together with interest thereon as
aforesaid, from any installments of rent or other sums accruing under this
Lease.

                                   ARTICLE 27
                                   ----------

                              PROVISIONS FOR NOTICE
                              ---------------------

     Any and all notices, demands or other communication required or desired to
be given hereunder by any party shall be in writing and shall be validly given
or made to another party if served either personally or is sent by Federal
Express or some other "express mail" service that can verify receipt or refusal
of receipt of delivery or if deposited in the United States mail, certified or
registered, postage prepaid, return receipt requested. If such notice, demand,
or other communication be served personally, service shall be conclusively
deemed made at the time of such personal service. If such notice, demand, or
other communication be given by express mail, it shall be deemed given upon


                                       42


receipt or refusal of receipt and if given by mail, such shall be conclusively
deemed given three (3) business days after the deposit thereof in the United
States mail addressed to the party to whom such notice, demand, or other
communication is to be given at the Notice Addresses set forth in Article 1
hereof, provided that any party hereto may change its Notice Address provided by
a written notice given in the manner aforesaid to the other party or parties
hereto.

                                   ARTICLE 28
                                   ----------

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

     28.1 If Tenant or any subtenant makes application to any governmental
authority having jurisdiction for a permit or permits for the sale and/or
serving of alcoholic beverages upon the Premises, Landlord agrees that it will
interpose no objection to the issuance of any such permits, and will cooperate
with the efforts of Tenant or its subtenants in obtaining such permits in such
manner as Tenant or its subtenants may reasonably request.

     28.2 Subject to the provisions of Articles 19, 20 and 21 hereof, the terms,
conditions, covenants, provisions and agreements herein contained shall be
binding upon and inure to the benefit of Landlord, his successors and assigns,
and Tenant, its successors and assigns.

     28.3 Any and all sums due from one party to another under the terms of this
Lease and not paid within ten (10) days of the date due shall accrue interest,
compounded monthly, from such due date until paid in full at the lesser of the
highest rate permitted by applicable law or the Prime Rate on such due date plus
four percent (4%) per year (such lesser rate, "Default Interest").
Notwithstanding any provision contained herein to the contrary, if any interest
rate specified in this Lease is higher than the rate then permitted by law, such
interest rate specified herein will automatically be adjusted from time to time
to the maximum rate permitted by law.

     28.4 The term "Landlord" as used in this Lease shall refer to any party
having an ownership interest in the land demised by this Lease only so long as
such interest shall continue, and to such of the subsequent owners and
successors in interest in Landlord's interest in the land only to the extent of
their respective interests, as and when they shall acquire the same, and only so
long as they shall retain such interest. The term "Landlord" may include an
assignee or successor to Landlord who obtains title through foreclosure, deed in
lieu of foreclosure or by operation of law. The liability of Landlord arising by
reason of the execution hereof shall not operate or be construed as personal to
said Landlord except to the extent of Landlord's interest in the land and this
Lease, the liability of Landlord shall be limited to the extent of Landlord's
interest in the land and this Lease, and no other assets of Landlord shall be
affected by reason of any liability which Landlord may have to Tenant or to any
other person by reason of the execution of this Lease, or acquisition of
Tenant's interest in any subleases of all or any portion of the Premises, and,
in addition, with respect to any obligation to hold and apply insurance or other
moneys hereunder, any such moneys received by it to the extent not so applied,
and any judgment, order, decree or other award in favor of Tenant shall be
collectible only out of Landlord's interest in the land, this Lease, the rents,
issues and profits therefrom and such insurance or other moneys.


                                       43


     28.5 This Lease may be modified only by written agreement signed by
Landlord and Tenant with the same formalities attendant as upon the execution of
this Lease, it being the express intention of the parties hereto that no
provision, term or condition of this Lease may be amended or varied, in any way,
by an oral understanding or by any document not executed in accordance with this
Section 28.5.

     28.6 This Agreement may be executed in multiple counterparts, each of
which, once so executed and delivered, shall be deemed an original, and all of
which shall together constitute one and the same agreement, and shall be binding
on the signatories; the signature of any party hereto to any counterpart shall
be deemed a signature to, and may be appended to, any other counterpart.

     28.7 The parties hereto shall execute, for recording purposes, a Memorandum
of Lease in conformity with the law and practice of the State of Arizona, and
the same shall be placed of record at Tenant's expense. If requested by
Landlord, Tenant shall, upon termination of this Lease as provided herein,
execute and deliver to Landlord an appropriate release, in form proper for
recording, of Tenant's interest in the Premises.

     28.8 This Lease shall be governed by and interpreted in accordance with the
laws of the State of Arizona.

     28.9 In the event either Landlord or Tenant brings any action or proceeding
for damages for any alleged breach of any provision of this Lease, to recover
rents, or to enforce, protect or establish any right or remedy of either party,
the prevailing party will be entitled to recover as part of, or incident to,
such action or proceeding, all reasonable attorneys' fees, expert witness fees
and other costs and expenses incurred in the preparation and processing of such
action or proceedings.


             [Signature page follows. No further text on this page.]



                                       44


     IN WITNESS WHEREOF, the parties hereto have sealed and executed these
presents as of the Effective Date.


LANDLORD:                                  TENANT:

SUCIA SCOTTSDALE, LLC, a Delaware          KIERLAND CROSSING LLC, a Delaware
limited liability company                  limited liability company

By: Sucia Scottsdale II, LLC, a            By: GLIMCHER KIERLAND CROSSING, a
    Delaware limited liability                 Delaware limited liability
    company, its sole member                   company, its Managing Member

By: Sucia Holdings, LLC, a Washington      By: GLIMCHER PROPERTIES LIMITED
    limited liability company, its             PARTNERSHIP, a Delaware limited
    sole member                                partnership, its Sole Member

By: Sucia Manager, LLC, a Washington       By: GLIMCHER PROPERTIES CORPORATION,
    limited liability company, its             a Delaware corporation, its
    Manager                                    General Partner

By: Brothers Company, LLC, a
    Washington limited liability
    company, its Manager

                                           By:_______________________________
By:_________________________________       Name: George A. Schmidt
    Name: Timothy M. Wolff                 Its: Executive Vice President
    Title: Authorized Member
                                           WC KIERLAND CROSSING, LLC, a
                                           Delaware limited liability
                                           company

                                           By: Brothers Company, LLC, a
                                               Washington limited liability
                                               company, its Manager

                                               By:_________________________
                                                  Name:  Timothy M. Wolff
                                                  Title: Authorized Member


                                       45


                                   EXHIBIT A-1

                                    Premises
                                    --------

The following legal description and any references contained therein are based
upon that certain ALTA/ACSM Survey titled Dial Center, performed by DEI
Professional Services, LLC, dated and signed on June 19, 2006 by Jason R. Kack
R.L.S.# 33315.

A portion of the northwest quarter of Section 11 and the southwest quarter of
Section 2, Township 3 North, Range 4 East of the Gila and Salt River Base and
Meridian, Maricopa County, Arizona being described as follows:

COMMENCING at a brass cap in hand hole found at the northwest corner of said
Section 11, also being the point of intersection of the monumented centerlines
of Greenway-Hayden Loop and Scottsdale Road, from which a brass cap in hand hole
found at the intersection of the monumented centerlines of Scottsdale Road and
Butherus Road bears South 01(degree)08'00" West, 1100.20 feet;

Thence South 89(degree)40'34" East, along the monumented centerline of
Greenway-Hayden Road, a distance of 65.07 feet to brass cap in hand hole and a
point on a non-tangent curve, the radius point of which bears North
00(degree)19'08" East, 2,000.00 feet;

Thence easterly, along the arc of said curve to the left and said monumented
centerline of Greenway-Hayden Loop, through a central angle of 16(degree)55'21",
an arc distance of 590.71 feet;

Thence South l6(degree)36'13" East, 65.00 feet to a point on a line lying 65.00
feet south of and parallel to said monumented centerline of Greenway-Hayden Loop
and the TRUE POINT OF BEGINNING;

Thence continuing South 16(degree)36'13" East, 40.25 feet to a point of
curvature having a radius of 150.00 feet;

Thence southerly along said curve to the right through a central angle of
17(degree)44'55", an arc distance of 46.47 feet;

Thence South 01(degree)08'42" West, 1000.15 feet to a point on a line lying
50.00 feet north of and parallel to the monumented centerline of Butherus Road;

Thence North 88(degree)51'18" West, along said line lying 50.00 feet north of
and parallel to the monumented centerline of Butherus Road, 594.92 feet to a
point of curvature having a radius of 25.00 feet;

Thence northwesterly, along the arc of said curve to the right, through a
central angle of 89(degree)59'18", an arc distance of 39.26 feet to a point on a
line lying 65.00 feet east of and parallel to the monumented centerline of
Scottsdale Road;


                                       46


Thence North 01(degree)08'00" East, along said line lying 65.00 feet east of and
parallel to the monumented centerline of Scottsdale Road, 941.49 feet to a point
of curvature having a radius of 20.00 feet;

Thence northeasterly, along the arc of said curve to the right, through a
central angle of 88(degree)40'15", an arc distance of 30.95 feet to a point on a
line lying 65.00 feet south of and parallel to the monumented centerline of
Greenway-Hayden Loop and a point of reverse curvature having a radius of
2,065.00 feet;

Thence easterly, along the arc of said curve to the left and said line lying
65.00 feet south of and parallel to the monumented centerline of Greenway-Hayden
Loop, through a central angle of 16(degree)24'28", an arc distance of 591.35
feet to the TRUE POINT OF BEGINNING.


                                       47


                                   EXHIBIT A-2

                                  Complete Site
                                  -------------


See Exhibits A-1 and A-3, collectively.




                                       48


                                   EXHIBIT A-3

                            Landlord's Retained Land
                            ------------------------


The following legal description and any references contained therein are based
upon that certain ALTA/ACSM Survey titled Dial Center, performed by DEI
Professional Services, LLC, dated and signed on June 19, 2006 by Jason R. Kack,
R.L.S.# 33315.

Parcel 2:

A portion of the northwest quarter of Section 11 and the southwest quarter of
Section 2, Township 3 North, Range 4 East of the Gila and Salt River Base and
Meridian, Maricopa County, Arizona being described as follows:

COMMENCING at a brass cap in hand hole found at the northwest corner of said
Section 11, also being the point of intersection of the monumented centerlines
of Greenway-Hayden Loop and Scottsdale Road, from which a brass cap in hand hole
found at the intersection of the monumented centerlines of Scottsdale Road and
Butherus Road bears South 01(degree)08'00" West, 1100.20 feet; thence South
89(degree)40'34" East, along the monumented centerline of Greenway-Hayden Road,
65.07 feet to brass cap in hand hole and a point on a non-tangent curve, the
radius point of which bears North 00(degree)19'08" East, 2,000.00 feet; thence
easterly, along the arc of said curve to the left and said monumented centerline
of Greenway-Hayden Loop, through a central angle of 16(degree)55'21", an arc
distance of 590.71 feet; thence South 16(degree)36'13" East, 65.00 feet to a
point on a line lying 65.00 feet south of and parallel to said monumented
centerline of Greenway-Hayden Loop and the TRUE POINT OF BEGINNING, said point
also being the beginning of a curve to the left, from which the radius point
bears North 16(degree)36'13" West, 2,065.00 feet;

Thence easterly along the arc of said curve to the left and said line lying
65.00 feet south of and parallel to the monumented centerline of Greenway-Hayden
Loop, through a central angle of 09(degree)03'32", an arc distance of 326.49
feet to a point of reverse curvature having a radius of 20.00 feet;

Thence easterly, along the arc of said curve to the right, through a central
angle of 93(degree)29'01", an arc distance of 32.63 feet to a point on a line
lying 30.00 feet west of and parallel to the monumented centerline of 73rd
Street also being a point of compound curvature, having a radius of 370.00 feet;

Thence southerly, along the arc of said curve lying 30.00 feet west of and
parallel to the monumented centerline of 73rd Street, through a central angle of
24(degree)00'27", an arc distance of 155.03 feet;

Thence South 01(degree)08'27" West, along said line lying 30.00 feet west of and
parallel to the monumented centerline of 73rd Street, 242.03 feet;

Thence North 88(degree)51'18" West, 340.01 feet;


                                       49


Thence North 01(degree)08'42" East, 195.17 feet to a point of curvature having a
radius of 150.00 feet;

Thence northerly, along the arc of said curve to the left, through a central
angle of 17(degree)44'55", an arc distance of 46.47 feet;

Thence North 16(degree)36'13" West, a distance of 40.25 feet to the TRUE POINT
OF BEGINNING.


Parcel 3:

A portion of the northwest quarter of Section 11, Township 3 North, Range 4 East
of the Gila and Salt River Base and Meridian, Maricopa County, Arizona being
described as follows:

COMMENCING at a brass cap in hand hole found at the northwest corner of said
Section 11, also being the point of intersection of the monumented certerlines
of Greenway-Hayden Loop and Scottsdale Road, from which a brass cap in hand hole
found at the intersection of the monumented centerlines of Scottsdale Road and
Butherus Road bears South 01(degree)08'00" West, 1100.20 feet;

Thence South 89(degree)40'34" East, along the monumented centerline of
Greenway-Hayden Road, 65.07 feet to brass cap in hand hole and a point on a
non-tangent curve, the radius point of which bears North 00(degree)19'08" East,
2,000.00 feet;

Thence easterly, along the arc of said curve to the left and said monumented
centerline of Greenway-Hayden Loop, through a central angle of 16(degree)55'21",
an arc distance of 590.71 feet;

Thence South 16(degree)36'13" East, a distance of 65.00 feet to a point on a
line lying 65.00 feet south of and parallel to said monumented centerline of
Greenway-Hayden Loop;

Thence continuing South 16(degree)36'13" East, 40.25 feet to a point of
curvature having a radius of 150.00 feet;

Thence southerly along said curve to the right through a central angle of
17(degree)44'55", an arc distance of 46.47 feet;

Thence South 01(degree)08'42" West, 195.17 feet to the TRUE POINT OF BEGINNING;

Thence South 88(degree)51'18" East, 340.01 feet to a point on a line lying 30.00
feet west of and parallel to the monumented centerline of 73rd Street;

Thence South 01(degree)08'27" West, along said line lying 30.00 feet west of and
parallel to the monumented centerline of 73rd Street, 556.98 feet;

Thence North 88(degree)51'18" West, 340.05 feet;


                                       50


Thence North 01(degree)08'42" East, 556.98 feet to the TRUE POINT OF BEGINNING.


Parcel 4:

A portion of the northwest quarter of Section 11, Township 3 North, Range 4 East
of the Gila and Salt River Base and Meridian, Maricopa County, Arizona being
described as follows:

COMMENCING at a brass cap in hand hole found at the northwest corner of said
Section 11, also being the point of intersection of the monumented centerlines
of Greenway-Hayden Loop and Scottsdale Road, from which a brass cap in hand hole
found at the intersection of the monumented centerlines of Scottsdale Road and
Butherus Road bears South 01(degree)08'00" West, 1100.20 feet;

Thence South 89(degree)40'34" East, along the monumented centerline of
Greenway-Hayden Road, 65.07 feet to brass cap in hand hole and a point on a
non-tangent curve, the radius point of which bears North 00(degree)19'08" East,
2,000.00 feet;

Thence easterly, along the arc of said curve to the left and said monumented
centerline of Greenway-Hayden Loop, through a central angle of 16(degree)55'21",
an arc distance of 590.71 feet;

Thence South 16(degree)36'13" East, a distance of 65.00 feet to a point on a
line lying 65.00 feet south of and parallel to said monumented centerline of
Greenway-Hayden Loop;

Thence continuing South 16(degree)36'13" East, 40.25 feet to a point of
curvature having a radius of 150.00 feet;

Thence southerly along said curve to the right through a central angle of
17(degree)44'55", an arc distance of 46.47 feet;

Thence South 01(degree)08'42" West, 752.15 feet to the TRUE POINT OF BEGINNING;

Thence South 88(degree)51'18" East, 340.05 feet to a point on a line lying 30.00
feet west of and parallel to the monumented centerline of 73rd Street;

Thence South 01(degree)08'27" West, along said line lying 30.00 feet west of and
parallel to the monumented centerline of 73rd Street, 223.00 feet to a point of
curvature having a radius of 25.00 feet;

Thence westerly, along the arc of said curve to the right, through a central
angle of 90(degree)00'15", an arc distance of 39.27 feet to a point on a line
lying 50.00 feet north of and parallel to the monumented centerline of Butherus
Road;

Thence North 88(degree)51'18" West, along said line lying 50.00 feet north of
and parallel to the monumented centerline of Butherus Road, 315.07 feet;

Thence North 01(degree)08'42" East, 248.00 feet to the TRUE POINT OF BEGINNING.


                                       51

EX-10.108

                                                                  Exhibit 10.108

                             OPTION AWARD AGREEMENT

                             Issued Pursuant to the
                        2004 Incentive Compensation Plan
                            of Glimcher Realty Trust

     THIS OPTION AWARD AGREEMENT ("Agreement"), effective ____ , (the "Effective
Date") represents the grant of a nonqualified option ("Option") by Glimcher
Realty Trust (the "Company"), to__________ (the "Participant") pursuant to the
provisions of the Glimcher Realty Trust 2004 Incentive Compensation Plan adopted
on or about March 22, 2004 (the "Plan"). The Option granted hereby is intended
to be an "NQSO" as such term is defined in the Plan.

     The Plan provides a complete description of the terms and conditions
governing this Option. If there is any inconsistency between the terms of this
Agreement and the terms of the Plan, the Plan's terms shall completely supersede
and replace the conflicting terms of this Agreement. All capitalized terms shall
have the meanings ascribed to them in the Plan, unless specifically set forth
otherwise herein. The parties hereto agree as follows:

     1. General Option Grant Information. The individual named above has been
selected to be a Participant in the Plan and receive a nonqualified option
grant, as specified below:

          (a) Date of Grant:

          (b) Number of Shares Covered by this Option:

          (c) Option Price:

          (d) Date of Expiration: _________(1)

     2. Grant of Option. The Company hereby grants to the Participant an Option
to purchase the number of Shares set forth above, at the stated Option Price per
share, which is one hundred percent (100%) of the Fair Market Value of a Share
on the Date of Grant, in the manner and subject to the terms and conditions of
the Plan and this Agreement. The Committee has determined that the Fair Market
Value of a Share on the Date of Grant is equal to the per share closing market
price of the Shares on the NYSE on the Date of Grant.

     3. Option Term. The term of this Option begins as of the Date of Grant as
detailed above and continues through the Date of Expiration as detailed above,
unless sooner terminated in accordance with the terms of this Agreement.

     4. Vesting Period: This Option shall vest and be exercisable (immediately
if Trustee), as to one-third of the total Shares covered by the Option, each
year over a three year period, with the first one-third vesting on the first
anniversary of the date of grant, the second one-third vesting on the second
anniversary of the date of grant, and the third one-third vesting on the third
anniversary of the date of grant.

- --------------
(1)  Insert date that is one day before the 10th anniversary of the Effective
     Date.


                                       1


     5. Exercise: The Participant, or the Participant's representative upon the
Participant's death, may exercise this Option to the extent vested at any time
prior to the termination of the Option as provided in Sections 3 and 8.

     6. How to Exercise: Once vested, the Options hereby granted shall be
exercised by written notice to the Committee or such other administrator
appointed by the Committee, specifying the number of Shares subject to this
Option Participant desires to exercise. Payment for the Shares purchased
pursuant to the exercise of the Options hereby granted shall be made by paying
the Option Price per Share in full at the time of the exercise of the Option.

     7. Nontransferability. (a) In General. Except as may be provided in clause
(b), below, this Option may not be sold, transferred, pledged, assigned, or
otherwise alienated or hypothecated, other than by will or by the laws of
descent and distribution, except as provided in the Plan. No assignment or
transfer of the Option in violation of this Section 7, whether voluntary or
involuntary, by operation of law or otherwise, except by will or the laws of
descent and distribution or as otherwise required by applicable law, shall vest
in the assignee or transferee any interest whatsoever.

          (b) Transfers With The Consent of the Committee. With the prior
written consent of the Committee, the Option granted hereby may be transferred
by the Participant to any one or more of the following persons (each, a
"Permitted Assignee"): (i) the spouse, parent, issue, spouse of issue, or issue
of spouse ("issue" shall include all descendants whether natural or adopted) of
such Participant; (ii) a trust for the benefit of one or more of those persons
described in clause (i) above or for the benefit of such Participant, or for the
benefit of any such persons and such Participant; or (iii) an entity in which
the Participant or any Permitted Assignee thereof is a beneficial owner;
provided, however, that such Permitted Assignee shall be bound by all of the
terms and conditions of the Plan and shall execute an agreement satisfactory to
the Company evidencing such obligation; and provided further, however, that such
Participant shall remain bound by the terms and conditions of this Plan. The
Company shall cooperate with a Participant's Permitted Assignee and the
Company's transfer agent in effectuating any transfer permitted pursuant to this
Section 7(b).


                                       2


     8. Termination of Option: (a) In General. The Option, which is exercisable
as provided in Paragraph 5 above, shall terminate and be of no force or effect
if the Participant ceases to perform services of any kind (whether as an
employee or Trustee) for the Company or any of its Subsidiaries or Affiliates
for any reason other than death or disability; provided, however, that under
conditions satisfactory to the Company, the Committee may, in its sole
discretion, allow any Options granted to such Participant not previously
exercised or expired to be exercisable for a period of time to be specified by
the Committee; provided, further, that in no instance may the term of the
Option, as so extended, exceed the date of expiration set forth in Section 1(d),
above.

          (b) Death. In the event a Participant dies while employed by the
Company or any of its Subsidiaries or Affiliates, any Option(s) held by such
Participant (or his or her Permitted Assignee) and not previously expired or
exercised shall, to the extent exercisable on the date of death, be exercisable
by the estate of such Participant or by any person who acquired such Option by
bequest or inheritance, or by the Permitted Assignee, at any time within one
year after the death of the Participant, unless earlier terminated pursuant to
its terms, provided, however, that in no instance may the term of the Option, as
so extended, exceed the date of expiration set forth in Section 1(d) above.

          (c) Disability. In the event a Participant ceases to perform services
of any kind (whether as an employee or Trustee) for the Company or any of its
Subsidiaries or Affiliates due to permanent and total disability, the
Participant, or his guardian or legal representative, or a Permitted Assignee,
shall have the unqualified right to exercise any Option(s) which have not been
previously exercised or expired and which the Participant was eligible to
exercise as of the first date of permanent and total disability (as determined
in the sole discretion of the Committee), at any time within one year after the
first date of permanent and total disability, unless earlier terminated pursuant
to its terms, provided, however, that in no instance may the term of the Option,
as so extended, exceed the date of expiration set forth in Section 1(d), above.
For purposes of this Agreement, the term "permanent and total disability" means
the Participant is unable to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment that can be
expected to result in death or which has lasted or can be expected to last for a
continuous period of not less than 12 months, and the permanence and degree of
which shall be supported by medical evidence satisfactory to the Committee.
Notwithstanding anything to the contrary set forth herein, the Committee shall
determine, in its sole and absolute discretion, (1) whether a Participant has
ceased to perform services of any kind due to a permanent and total disability
and, if so, (2) the first date of such permanent and total disability.

     9. Administration. This Agreement and the rights of the Participant
hereunder are subject to all the terms and conditions of the Plan, as the same
may be amended from time to time, as well as to such rules and regulations as
the Committee may adopt for administration of the Plan. It is expressly
understood that the Committee is authorized to administer, construe, and make
all determinations necessary or appropriate to the administration of the Plan
and this Agreement, all of which shall be binding upon the Participant. Any
inconsistency between the Agreement and the Plan shall be resolved in favor of
the Plan.


                                       3


     10. Reservation of Shares. The Company hereby agrees that at all times
there shall be reserved for issuance and/or delivery upon exercise of the Option
such number of Shares as shall be required for issuance or delivery upon
exercise hereof.

     11. Adjustments. The number of Shares subject to this Option, and the
exercise price, shall be subject to adjustment in accordance with Section 4.4 of
the Plan.

     12. Exclusion from Pension Computations. By acceptance of the grant of this
Option, the Participant hereby agrees that any income or gain realized upon the
receipt or exercise hereof, or upon the disposition of the Shares received upon
its exercise, is special incentive compensation and shall not be taken into
account, to the extent permissible under applicable law, as "wages", "salary" or
"compensation" in determining the amount of any payment under any pension,
retirement, incentive, profit sharing, bonus or deferred compensation plan of
the Company or any of its Subsidiaries or Affiliates.

     13. Amendment. The Committee may, with the consent of the Participant, at
any time or from time to time amend the terms and conditions of the Option, and
may at any time or from time to time amend the terms of this Option in
accordance with the Plan.

     14. Notices. Any notice which either party hereto may be required or
permitted to give to the other shall be in writing, and may be delivered
personally or by mail, postage prepaid, or overnight courier, addressed as
follows: if to the Company, at its office at 150 East Gay Street, Columbus, Ohio
43215 or at such other address as the Company by notice to the Participant may
designate in writing from time to time; and if to the Participant, at the
address shown below his or her signature on this Agreement, or at such other
address as the Participant by notice to the Company may designate in writing
from time to time. Notices shall be effective upon receipt.

     15. Withholding Taxes. The Company shall have the right to withhold from a
Participant (or a Permitted Assignee thereof), or otherwise require such
Participant or assignee to pay, any Withholding Taxes arising as a result of the
grant of any Award, exercise of an Option, or any other taxable event occurring
pursuant to the Plan or this Agreement. If the Participant (or a Permitted
Assignee thereof) shall fail to make such tax payments as are required, the
Company (or its Affiliates or Subsidiaries) shall, to the extent permitted by
law, have the right to deduct any such Withholding Taxes from any payment of any
kind otherwise due to such Participant or to take such other action as may be
necessary to satisfy such Withholding Taxes. In satisfaction of the requirement
to pay Withholding Taxes, the Participant (or Permitted Assignee) may make a
written election which may be accepted or rejected in the discretion of the
Committee, (i) to have withheld a portion of any Shares or other payments then
issuable to the Participant (or Permitted Assignee) pursuant to any Award, or
(ii) to tender other Shares to the Company (either by actual delivery or
attestation, in the sole discretion of the Committee, provided that, except as
otherwise determined by the Committee, the Shares that are tendered must have
been held by the Participant for at least six (6) months prior to their tender
to satisfy the Option Price or have been purchased on the open market), in
either case having an aggregate Fair Market Value equal to the Withholding
Taxes.


                                       4


     16. Registration; Legend. The Company may postpone the issuance and
delivery of Shares upon any exercise of this Option until (a) the admission of
such Shares to listing on any stock exchange or exchanges on which Shares of the
Company of the same class are then listed and (b) the completion of such
registration or other qualification of such Shares under any state or federal
law, rule or regulation as the Company shall determine to be necessary or
advisable. The Participant shall make such representations and furnish such
information as may, in the opinion of counsel for the Company, be appropriate to
permit the Company, in light of the then existence or non-existence with respect
to such Shares of an effective Registration Statement under the Securities Act
of 1933, as amended, to issue the Shares in compliance with the provisions of
that or any comparable act.

     The Company may cause the following or a similar legend to be set forth on
each certificate representing Shares or any other security issued or issuable
upon exercise of this Option unless counsel for the Company is of the opinion as
to any such certificate that such legend is unnecessary:

     THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED FOR SALE,
SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR PURSUANT
TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS
ESTABLISHED BY AN OPINION FROM COUNSEL TO THE COMPANY.


     17. Miscellaneous.

          (a) This Agreement shall not confer upon the Participant any right to
continuation of employment by the Company, nor shall this Agreement interfere in
any way with the Company's right to terminate the Participant's employment at
any time.

          (b) The Participant shall have no rights as a stockholder of the
Company with respect to the Shares subject to this Option Agreement until such
time as the purchase price has been paid, and the Shares have been issued and
delivered to the Participant.

          (c) With the approval of the Board, the Committee may terminate,
amend, or modify the Plan; provided, however, that no such termination,
amendment, or modification of the Plan may in any way adversely affect the
Participant's rights under this Agreement.

          (d) This Agreement shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.

          (e) To the extent not preempted by federal law, this Agreement shall
be governed by, and construed in accordance with the laws of the State of New
York.

          (f) All obligations of the Company under the Plan and this Agreement,
with respect to the Option, shall be binding on any successor to the Company,
whether the existence of such successor is the result of a direct or indirect
purchase, merger, consolidation, or otherwise, of all or substantially all of
the business and/or assets of the Company.

          (g) The provisions of this Agreement are severable and if any one or
more provisions are determined to be illegal or otherwise unenforceable, in
whole or in part, the remaining provisions shall nevertheless be binding and
enforceable.


                                       5


          (h) By accepting this Award or other benefit under the Plan, the
Participant and each person claiming under or through the Participant shall be
conclusively deemed to have indicated their acceptance and ratification of, and
consent to, any action taken under the Plan by the Company, the Board or the
Committee.

          (i) The Participant, every person claiming under or through the
Participant, and the Company hereby waives to the fullest extent permitted by
applicable law any right to a trial by jury with respect to any litigation
directly or indirectly arising out of, under, or in connection with the Plan or
this Award Agreement issued pursuant to the Plan.

     18. Exculpation. This Option and all documents, agreements, understandings
and arrangements relating hereto have been executed by the undersigned in
his/her capacity as an officer or Trustee of the Company, which has been formed
as a Maryland real estate investment trust pursuant to an Amended and Restated
Declaration of Trust of the Company dated as of November 1, 1993, as amended,
and not individually, and neither the Trustees, officers or shareholders of the
Company nor the trustees, directors, officers or shareholders of any subsidiary
or affiliate of the Company shall be bound or have any personal liability
hereunder or thereunder. Each party hereto shall look solely to the assets of
the Company for satisfaction of any liability of the Company in respect of this
Option and all documents, agreements, understanding and arrangements relating
hereto and will not seek recourse or commence any action against any of the
Trustees, officers or shareholders of the Company or any of the trustees,
directors officers or shareholders of any subsidiary or affiliated of the
Company, or any of their personal assets for the performance or payment of any
obligation hereunder or thereunder. The foregoing shall also apply to any future
documents, agreements, understandings, arrangements and transactions between the
parties hereto.

                    [Remainder of page intentionally blank.]


                                       6


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


                                    GLIMCHER REALTY TRUST



                                    By: ______________________
                                    Name: Michael P. Glimcher
                                    Title: President & CEO

ACCEPTED:

__________________________
    Participant



__________________________
    Address



__________________________
City    State     Zip Code



                                       7

EX-10.109

                                                                  Exhibit 10.109

                             OPTION AWARD AGREEMENT

                             Issued Pursuant to the
                        2004 Incentive Compensation Plan
                            of Glimcher Realty Trust

     THIS OPTION AWARD AGREEMENT ("Agreement"), effective __________, (the
"Effective Date") represents the grant of an incentive option ("Option") by
Glimcher Realty Trust (the "Company"), to ___________ (the "Participant")
pursuant to the provisions of the Glimcher Realty Trust 2004 Incentive
Compensation Plan adopted on or about March 22, 2004 (the "Plan"). The Option
granted hereby is intended to be an "ISO", as such term is defined in the Plan,
within the meaning of Section 422 of the Code to the maximum extent permissible
under the Code. To the extent that the Option does not qualify as an ISO, the
Option or the portion thereof which does not so qualify shall constitute a
separate nonqualified option.

     The Plan provides a complete description of the terms and conditions
governing this Option. If there is any inconsistency between the terms of this
Agreement and the terms of the Plan, the Plan's terms shall completely supersede
and replace the conflicting terms of this Agreement. All capitalized terms shall
have the meanings ascribed to them in the Plan, unless specifically set forth
otherwise herein. The parties hereto agree as follows:

     1. General Option Grant Information. The individual named above has been
selected to be a Participant in the Plan and receive an incentive option grant,
as specified below:

          (a) Date of Grant:

          (b) Number of Shares Covered by this Option:

          (c) Option Price:

          (d) Date of Expiration: _________(1)

     2. Grant of Option. The Company hereby grants to the Participant an Option
to purchase the number of Shares set forth above, at the stated Option Price per
share, which is one hundred percent (100%) of the Fair Market Value of a Share
on the Date of Grant is equal to the per share closing market price of the
Shares on the NYSE on the Date of Grant.

     3. Option Term. The term of this Option begins as of the Date of Grant as
detailed above and continues through the Date of Expiration as detailed above,
unless sooner terminated in accordance with the terms of this Agreement.


                                       1


     4. Vesting Period: This Option shall vest and be exercisable, as to
one-third of the total Shares covered by the Option, each year over a three year
period, with the first one-third vesting on the first anniversary of the date of
grant, the second one-third vesting on the second anniversary of the date of
grant, and the third one-third vesting on the third anniversary of the date of
grant.(1)

     5. Exercise: The Participant, or the Participant's representative upon the
Participant's death, may exercise this Option to the extent vested at any time
prior to the termination of the Option as provided in Sections 3 and 8.

     6. How to Exercise: Once vested, the Options hereby granted shall be
exercised by written notice to the Committee or such other administrator
appointed by the Committee, specifying the number of Shares subject to this
Option Participant desires to exercise. Payment for the Shares purchased
pursuant to the exercise of the Options hereby granted shall be made by paying
the Option Price per Share in full at the time of the exercise of the Option.

     7. Nontransferability. This Option may not be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated, other than by will or by the
laws of descent and distribution, and may be exercised or surrendered during
Participant's lifetime only by the Participant or his or her guardian or legal
representative. No assignment or transfer of the Option in violation of this
Section 7, whether voluntary or involuntary, by operation of law or otherwise,
except by will or the laws of descent and distribution or as otherwise required
by applicable law, shall vest in the assignee or transferee any interest
whatsoever.

     8. Termination of Option: (a) In General. The Option, which is exercisable
as provided in Paragraph 5 above, shall terminate and be of no force or effect
if the Participant ceases to perform services of any kind (whether as an
employee or Trustee) for the Company or any of its Subsidiaries or Affiliates
for any reason other than death or disability; provided, however, that under
conditions satisfactory to the Company, the Committee may, in its sole
discretion, allow any Options granted to such Participant not previously
exercised or expired to be exercisable for a period of time to be specified by
the Committee; provided, further, that in no instance may the term of the
Option, as so extended, exceed the date of expiration set forth in Section 1(d),
above.(2)

          (b) Death. In the event a Participant dies while employed by the
Company or any of its Subsidiaries or Affiliates, any Option(s) held by such
Participant and not previously expired or exercised shall, to the extent
exercisable on the date of death, be exercisable by the estate of such
Participant or by any person who acquired such Option by bequest or inheritance
at any time within one year after the death of the Participant, unless earlier
terminated pursuant to its terms, provided, however, that in no instance may the
term of the Option, as so extended, exceed the date of expiration set forth in
Section 1(d) above.

          (c) Disability. In the event a Participant ceases to perform services
of any kind (whether as an employee or Trustee) for the Company or any of its
Subsidiaries or Affiliates due to permanent and total disability, the
Participant, or his guardian or legal representative, shall have the unqualified
right to exercise any Option(s) which have not been previously exercised or
expired and which the Participant was eligible to exercise as of the first date

- ----------------
(1)  ISOs may be issued only to employees.
(2)  In the case of an ISO, any extension pursuant to this Section 8(a) will
     cause the Option to lose its ISO status.


                                       2


of permanent and total disability (as determined in the sole discretion of the
Committee), at any time within one year after the first date of permanent and
total disability, unless earlier terminated pursuant to its terms, provided,
however, that in no instance may the term of the Option, as so extended, exceed
the date of expiration set forth in Section 1(d), above. For purposes of this
Agreement, the term "permanent and total disability" means the Participant is
unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment that can be expected to result in
death or which has lasted or can be expected to last for a continuous period of
not less than 12 months, and the permanence and degree of which shall be
supported by medical evidence satisfactory to the Committee. Notwithstanding
anything to the contrary set forth herein, the Committee shall determine, in its
sole and absolute discretion, (1) whether a Participant has ceased to perform
services of any kind due to a permanent and total disability and, if so, (2) the
first date of such permanent and total disability.

     9. Administration. This Agreement and the rights of the Participant
hereunder are subject to all the terms and conditions of the Plan, as the same
may be amended from time to time, as well as to such rules and regulations as
the Committee may adopt for administration of the Plan. It is expressly
understood that the Committee is authorized to administer, construe, and make
all determinations necessary or appropriate to the administration of the Plan
and this Agreement, all of which shall be binding upon the Participant. Any
inconsistency between the Agreement and the Plan shall be resolved in favor of
the Plan.

     10. Reservation of Shares. The Company hereby agrees that at all times
there shall be reserved for issuance and/or delivery upon exercise of the Option
such number of Shares as shall be required for issuance or delivery upon
exercise hereof.

     11. Adjustments. The number of Shares subject to this Option, and the
exercise price, shall be subject to adjustment in accordance with Section 4.4 of
the Plan.

     12. Exclusion from Pension Computations. By acceptance of the grant of this
Option, the Participant hereby agrees that any income or gain realized upon the
receipt or exercise hereof, or upon the disposition of the Shares received upon
its exercise, is special incentive compensation and shall not be taken into
account, to the extent permissible under applicable law, as "wages", "salary" or
"compensation" in determining the amount of any payment under any pension,
retirement, incentive, profit sharing, bonus or deferred compensation plan of
the Company or any of its Subsidiaries or Affiliates.

     13. Amendment. The Committee may, with the consent of the Participant, at
any time or from time to time amend the terms and conditions of the Option, and
may at any time or from time to time amend the terms of this Option in
accordance with the Plan.

     14. Notices. Any notice which either party hereto may be required or
permitted to give to the other shall be in writing, and may be delivered
personally or by mail, postage prepaid, or overnight courier, addressed as
follows: if to the Company, at its office at 150 East Gay Street, Columbus, Ohio
43215 or at such other address as the Company by notice to the Participant may
designate in writing from time to time; and if to the Participant, at the
address shown below his or her signature on this Agreement, or at such other
address as the Participant by notice to the Company may designate in writing
from time to time. Notices shall be effective upon receipt.


                                       3


     15. Withholding Taxes; Disqualifying Dispositions. (a) The Company shall
have the right to withhold from a Participant, or otherwise require such
Participant or assignee to pay, any Withholding Taxes arising as a result of (i)
the grant of any Award, exercise of an Option, or any other taxable event
occurring pursuant to the Plan or this Agreement, or (ii) a Disqualifying
Disposition (as defined below) of Shares. If the Participant shall fail to make
such tax payments as are required, the Company (or its Affiliates or
Subsidiaries) shall, to the extent permitted by law, have the right to deduct
any such Withholding Taxes from any payment of any kind otherwise due to such
Participant or to take such other action as may be necessary to satisfy such
Withholding Taxes. In satisfaction of the requirement to pay Withholding Taxes,
the Participant may make a written election which may be accepted or rejected in
the discretion of the Committee, (i) to have withheld a portion of any Shares or
other payments then issuable to the Participant pursuant to any Award, or (ii)
to tender other Shares to the Company (either by actual delivery or attestation,
in the sole discretion of the Committee, provided that, except as otherwise
determined by the Committee, the Shares that are tendered must have been held by
the Participant for at least six (6) months prior to their tender to satisfy the
Option Price or have been purchased on the open market), in either case having
an aggregate Fair Market Value equal to the Withholding Taxes.

          (b) Participant agrees to notify the Company in writing immediately
after such Participant makes a "Disqualifying Disposition" of any Shares
acquired pursuant to the exercise of the Option. A "Disqualifying Disposition"
is any disposition (including any sale) of such shares before the later of (i)
two years after the date the Participant was granted the Option or (ii) one year
after the date the Participant acquired Shares by exercising the Option. If the
Participant has died before such shares are disposed of, these holding period
requirements do not apply.

     16. Registration; Legend. The Company may postpone the issuance and
delivery of Shares upon any exercise of this Option until (a) the admission of
such Shares to listing on any stock exchange or exchanges on which Shares of the
Company of the same class are then listed and (b) the completion of such
registration or other qualification of such Shares under any state or federal
law, rule or regulation as the Company shall determine to be necessary or
advisable. The Participant shall make such representations and furnish such
information as may, in the opinion of counsel for the Company, be appropriate to
permit the Company, in light of the then existence or non-existence with respect
to such Shares of an effective Registration Statement under the Securities Act
of 1933, as amended, to issue the Shares in compliance with the provisions of
that or any comparable act.

     The Company may cause the following or a similar legend to be set forth on
each certificate representing Shares or any other security issued or issuable
upon exercise of this Option unless counsel for the Company is of the opinion as
to any such certificate that such legend is unnecessary:

     THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED FOR SALE,
SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR PURSUANT
TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS
ESTABLISHED BY AN OPINION FROM COUNSEL TO THE COMPANY.


                                       4


     17. Miscellaneous.

          (a) This Agreement shall not confer upon the Participant any right to
continuation of employment by the Company, nor shall this Agreement interfere in
any way with the Company's right to terminate the Participant's employment at
any time.

          (b) The Participant shall have no rights as a stockholder of the
Company with respect to the Shares subject to this Option Agreement until such
time as the purchase price has been paid, and the Shares have been issued and
delivered to the Participant.

          (c) With the approval of the Board, the Committee may terminate,
amend, or modify the Plan; provided, however, that no such termination,
amendment, or modification of the Plan may in any way adversely affect the
Participant's rights under this Agreement.

          (d) This Agreement shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.

          (e) To the extent not preempted by federal law, this Agreement shall
be governed by, and construed in accordance with the laws of the State of New
York.

          (f) All obligations of the Company under the Plan and this Agreement,
with respect to the Option, shall be binding on any successor to the Company,
whether the existence of such successor is the result of a direct or indirect
purchase, merger, consolidation, or otherwise, of all or substantially all of
the business and/or assets of the Company.

          (g) The provisions of this Agreement are severable and if any one or
more provisions are determined to be illegal or otherwise unenforceable, in
whole or in part, the remaining provisions shall nevertheless be binding and
enforceable.

          (h) By accepting this Award or other benefit under the Plan, the
Participant and each person claiming under or through the Participant shall be
conclusively deemed to have indicated their acceptance and ratification of, and
consent to, any action taken under the Plan by the Company, the Board or the
Committee.

          (i) The Participant, every person claiming under or through the
Participant, and the Company hereby waives to the fullest extent permitted by
applicable law any right to a trial by jury with respect to any litigation
directly or indirectly arising out of, under, or in connection with the Plan or
this Award Agreement issued pursuant to the Plan.

     18. Exculpation. This Option and all documents, agreements, understandings
and arrangements relating hereto have been executed by the undersigned in
his/her capacity as an officer or Trustee of the Company, which has been formed
as a Maryland real estate investment trust pursuant to an Amended and Restated
Declaration of Trust of the Company dated as of November 1, 1993, as amended,
and not individually, and neither the Trustees, officers or shareholders of the
Company nor the trustees, directors, officers or shareholders of any subsidiary
or affiliate of the Company shall be bound or have any personal liability
hereunder or thereunder. Each party hereto shall look solely to the assets of
the Company for satisfaction of any liability of the Company in respect of this


                                       5


Option and all documents, agreements, understanding and arrangements relating
hereto and will not seek recourse or commence any action against any of the
Trustees, officers or shareholders of the Company or any of the trustees,
directors officers or shareholders of any subsidiary or affiliated of the
Company, or any of their personal assets for the performance or payment of any
obligation hereunder or thereunder. The foregoing shall also apply to any future
documents, agreements, understandings, arrangements and transactions between the
parties hereto.

                    [Remainder of page intentionally blank.]


                                       6


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


                                     GLIMCHER REALTY TRUST



                                     By: ______________________
                                        Name: Herbert Glimcher
                                        Title: Chairman & CEO


ACCEPTED:

__________________________
     Participant



__________________________
     Address



__________________________
City      State   Zip Code



                                       7

EX-21.1

                                                                    Exhibit 21.1

List of Subsidiaries

Glimcher Realty Trust ("GRT") has the following subsidiaries and interests:

1.   Glimcher Properties Corporation, a Delaware corporation (100% shareholder);

2.   Glimcher Properties, LP, a Delaware limited partnership (approximately 92%
     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 (100%
     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 held by Tulsa Promenade REIT, LLC);

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 Columbia, LLC, a Delaware limited liability company (100% member
     interest);

32.  Fairfield Village, LLC, a Delaware limited liability company (100% member
     interest);

33.  Glimcher JG Urban Renewal, Inc., a New Jersey corporation (100%
     shareholder);

34.  N.J. Metromall Urban Renewal, Inc., a New Jersey corporation (100%
     shareholder);

35.  LC Portland, LLC, a Delaware limited liability company (100% member
     interest);



36.  GB Northtown, LLC, a Delaware limited liability company (100% member
     interest);

37.  Glimcher WestShore, LLC, a Delaware limited liability company (100% member
     interest);

38.  MFC Beavercreek, LLC, a Delaware limited liability company (100% member
     interest);

39.  EM Columbus, LLC, a Delaware limited liability company (100% member
     interest);

40.  Mainstreet Maintenance, LLC, an Ohio limited liability company (100% member
     interest);

41.  Ohio Retail Security, LLC, an Ohio limited liability company (100% member
     interest);

42.  Wilora Lake Properties, LLC, a Delaware limited liability company (100%
     member interest);

43.  Glimcher Polaris, LLC, a Delaware limited liability company (100% member
     interest);

44.  OG Retail Holding Co., LLC, a Delaware limited liability company (52%
     member interest - unconsolidated joint venture subsidiary);

45.  Puente Hills Mall REIT, LLC, a Delaware limited liability company (100%
     Class A Membership interests held by OG Retail Holding Co., LLC); and

46.  GPLP Surprise Venture, LLC, a Delaware liability company (100% member
     interest)

47.  Surprise Peripheral Venture, LLC, an Arizona limited liability company (50%
     member interest held by GPLP Surprise Venture, LLC);

48.  WTM Glimcher, LLC, a Delaware liability company (100% member interest held
     by Weberstown Mall, LLC);

49.  Glimcher Surprise, LLC, a Delaware liability company (100% memberp
     interest);

50.  Polaris Lifestyle Center, LLC, a Delaware liability company (100% member
     interest);

51.  Glimcher Kierland Crossing, LLC, a Delaware liability company (100% member
     interest);

52.  Kierland Crossing, LLC, a Delaware liability company (50% member interest
     held by Glimcher Kierland Crossing, LLC);

53.  Tulsa Promenade REIT, LLC, a Delaware liability company (100% Class A
     membership held by OG Retail Holding Co., LLC);

54.  EM Columbus II, LLC, a Delaware limited liability company (100% member
     interest); and

55.  RV Boulevard Holdings, LLC, a Delaware limited liability company (100%
     member interest).

56.  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.   Mason Park Center, Inc., a Delaware corporation (100% shareholder);

5.   Mason Park Center, LLC, a Delaware limited liability company (99% member
     interest);



6.   GDC Retail, Inc., a Delaware corporation (100% shareholder);

7.   GDC Retail, LLC, a Delaware limited liability company (99% member
     interest);

8.   SR 741, Inc., a Delaware corporation (100% shareholder);

9.   SR 741, LLC, a Delaware limited liability company (99% member interest);
     and

10.  California Retail Security, Inc., an Ohio corporation (100% shareholder).

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 23, 2007

/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 23, 2007

/s/ Mark E. Yale

Mark E. Yale,

Executive 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, 2006, 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 23, 2007 /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, 2006, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark E. Yale, Exeutive 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 23, 2007 /s/ Mark E. Yale

Mark E. Yale

Executive 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.