Exhibit
2.1







AGREEMENT
OF PURCHASE AND SALE




among




GLIMCHER
PROPERTIES LIMITED PARTNERSHIP, as Seller




and




BRE/GRJV
HOLDINGS LLC, as Buyer






Dated as
of November 5, 2009










TABLE OF
CONTENTS




PageARTICLE
      I DEFINITIONS
              7Section
      1.1
              Defined
      Terms
              7ARTICLE
      II SALE; EARNEST MONEY; CONSIDERATION AND CLOSING
              16Section
      2.1
              Sale
      of BREP JV Interest
              16Section
      2.2
              Gross
      Asset Value; Earnest Money
              16Section
      2.3
              Earnest
      Money
              16Section
      2.4
              The
      Closing
              16Section
      2.5
              Allocated
      Asset Value.
              17ARTICLE
      III REPRESENTATIONS, WARRANTIES AND COVENANTS OF Seller
              17Section
      3.1
              General
      Seller Representations and Warranties
              17Section
      3.2
              Representations
      and Warranties of Seller as to the Membership Interests and the
      Companies.
              18Section
      3.3
              Representations
      and Warranties of Seller as to the BREP JV Interest
              20Section
      3.4
              Covenants
      of Seller Prior to Closing.
              24Section
      3.5
              Tenant
      Estoppels.
              28Section
      3.6
              REA
      Estoppels.
              28Section
      3.7
              Business
      Plan.
              29Section
      3.8
              Updating
      Representations, Warranties and Schedules.
              29ARTICLE
      IV REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER
              29Section
      4.1
              Representations
      and Warranties of Buyer
              29ARTICLE
      V CONDITIONS PRECEDENT TO CLOSING
              30Section
      5.1
              Conditions
      Precedent to Seller’s Obligations
              30Section
      5.2
              Conditions
      Precedent to Buyer’s Obligations
              31ARTICLE
      VI conveyance documents
              32Section
      6.1
              Buyer
      Deliveries.
              32Section
      6.2
              Seller
      Deliveries.
              33ARTICLE
      VII INSPECTION
              34Section
      7.1
              General
      Right of Inspection
              34Section
      7.2
              Examination
              34ARTICLE
      VIII TITLE AND PERMITTED EXCEPTIONS
              35Section
      8.1
              Permitted
      Exceptions
              35Section
      8.2
              Intentionally
      Omitted.
              35Section
      8.3
              Use
      of Cash Consideration Amount to Discharge Title Exceptions
              35Section
      8.4
              Inability
      to Convey
              35Section
      8.5
              Rights
      in Respect of Inability to Convey
              35Section
      8.6
              Voluntary
      Title Exceptions; Monetary Title Exceptions
              36  -2-
  Section
      8.7
              Buyer’s
      Right to Accept Title
              36Section
      8.8
              Cooperation
              36ARTICLE
      IX TRANSACTION COSTS; RISK OF LOSS
              37Section
      9.1
              Transaction
      Costs
              37Section
      9.2
              Risk
      of Loss.
              37ARTICLE
      X ADJUSTMENTS
              38Section
      10.1
              Fixed
      Rents and Additional Rents.
              38Section
      10.2
              Taxes
      and Assessments
              39Section
      10.3
              Water
      and Sewer Charges
              39Section
      10.4
              Utility
      Charges
              40Section
      10.5
              Contracts
              40Section
      10.6
              Loan
      Reserves.
              40Section
      10.7
              Miscellaneous
      Revenues
              40Section
      10.8
              Closing
      Credit..
              40Section
      10.9
              Leasing
      Costs
              40Section
      10.10
              Other
              41Section
      10.11
              Re-Adjustment
              41Section
      10.12
              Survival.
              41ARTICLE
      XI INDEMNIFICATION
              41Section
      11.1
              Indemnification
      by Seller
              41Section
      11.2
              Indemnification
      by Buyer
              41Section
      11.3
              Survival
              41Section
      11.4
              Indemnification
      as Sole Remedy
              42ARTICLE
      XII RESERVED
              42ARTICLE
      XIII DEFAULT
              42Section
      13.1
              Buyer
      Default
              42Section
      13.2
              Seller
      Default.
              42ARTICLE
      XIV MISCELLANEOUS
              43Section
      14.1
              Use
      of Blackstone Name
              43Section
      14.2
              Intentionally
      Omitted.
              43Section
      14.3
              Brokers
              43Section
      14.4
              Confidentiality;
      Press Release; IRS Reporting Requirements
              43Section
      14.5
              Escrow
      Provisions
              44Section
      14.6
              Successors
      and Assigns; No Third-Party Beneficiaries
              45Section
      14.7
              Assignment
              45Section
      14.8
              Further
      Assurances
              45Section
      14.9
              Notices
              45Section
      14.10
              Entire
      Agreement
              46Section
      14.11
              Amendments
              47Section
      14.12
              No
      Waiver
              47Section
      14.13
              Governing
      Law
              47Section
      14.14
              Submission
      to Jurisdiction
              47  -3-
  Section
      14.15
              Severability
              47Section
      14.16
              Section
      Headings
              47Section
      14.17
              Counterparts
              47Section
      14.18
              Construction
              48Section
      14.19
              Recordation
              48Section
      14.20
              Exclusivity.
              48




Exhibits




Exhibit
      A
            -          
      Form of Owner Interests Assignment


Exhibit
      B
            -          
      Form of Venture Agreement


Exhibit
      C
            -          
      Form of Tenant Estoppel


Exhibit
      D
            -          
      Form of Seller Estoppel


Exhibit
      E
            -          
      Form of REA Estoppel


Exhibit
      F
            -          
      Form of BREP JV Interest Assignment


Exhibit
      G
            -          
      Form of Property Management & Leasing
  Agreement


Exhibit
      H
            -          
      Form of FIRPTA Certificate





Schedules





Schedule
      A-1
            -          
      Legal Description – Lloyd Center
Property


Schedule
      A-2
            -          
      Legal Description – Westshore
Property


Schedule
      B
            -          
      Third Party Loans


Schedule
      C
            -          
      Title Reports


Schedule
      2.5
            -          
      Allocated Asset Value


Schedule
      3.1(c)
            -          
      Consents


Schedule
      3.1(d)
            -          
      Conflicts


Schedule
      3.2(b)
            -          
      Entity Agreements and Organizational
Documents


Schedule
      3.2(h)
            -          
      Financial Statements


Schedule
      3.3(b)(i)
            -          
      Contracts


Schedule
      3.3(b)(ii)
            -          
      Contracts with Affiliates


Schedule
      3.3(c)(i)
            -          
      Leases


Schedule
      3.3(c)(ii)
            -          
      Tenant Improvements; Tenant
Inducements


Schedule
      3.3(c)(iii)
            -          
      Lease Options


Schedule
      3.3(c)(iv)
            -          
      Lease Defaults


Schedule
      3.3(c)(v)
            -          
      Rent Rolls


Schedule
      3.3(c)(vi)
            -          
      Rent Audits


Schedule
      3.3(c)(vii)
            -          
      Leasing Costs


Schedule
      3.3(d)
            -          
      Brokerage Commissions; Brokerage
Agreements


Schedule
      3.3(f)
            -          
      Litigation


Schedule
      3.3(g)
            -          
      REAs


Schedule
      3.3(h)
            -          
      Licenses and Permits


Schedule
      3.3(k)
            -          
      Environmental Reports


Schedule
      3.3(l)
            -          
      Insurance


Schedule
      3.3(n)
            -          
      Construction Disputes


Schedule
      3.3(q)
            -          
      TPL Documents





-4-





Schedule
      3.3(r)
            -          
      Security Deposits


Schedule
      3.3(u)
            -          
      Trademarks and Domain Names


Schedule
      3.4(d)
            -          
      Pending Leases


Schedule
      3.5(b)(i)
            -          
      Major Tenants


Schedule
      3.5(b)(ii)
            -          
      Designated Major Tenants





-5-





AGREEMENT OF PURCHASE AND
SALE




AGREEMENT
OF PURCHASE AND SALE (this “Agreement”), made as
of the 5th day
of November, 2009 by and between GLIMCHER PROPERTIES LIMITED PARTNERSHIP, a
Delaware limited partnership (“Seller”), and
BRE/GRJV HOLDINGS LLC, a Delaware limited liability company (“Buyer”).




Background




A.           Seller
is the owner of (i) 100% of the membership interests (the “LC Owner Interest”)
in LC PORTLAND, LLC, a Delaware limited liability company (“LC Owner”), and (ii)
100% of the membership interests (the “Westshore Owner
Interest”; together with the LC Owner Interest, collectively, the “Owner Membership
Interests”) in GLIMCHER WESTSHORE, LLC, a Delaware limited liability
company (“Westshore
Owner”; together with LC Owner, each an “Owner Entity” and,
collectively, the “Owner
Entities”).




B.           LC
Owner is the owner of the land, buildings and other improvements known as Lloyd
Center in Portland, Oregon and more particularly described on Schedule A-1 attached
hereto (the “Lloyd
Center Property”).




C.           Westshore
Owner is the owner of the land, buildings and other improvements known as
Westshore Plaza in Tampa, Florida and more particularly described on Schedule A-2 attached
hereto (the “Westshore
Property”; together with the Lloyd Center Property, collectively, the
“Properties”).




D.           Seller
has formed and is the sole member of GRT MALL JV LLC, a Delaware limited
liability company (the “Venture”; together
with the Owner Entities, each, a “Company”, and
collectively, the “Companies”).  The
membership interests held by Seller in the Venture shall be referred to herein
as the “Venture
Membership Interests”; the Owner Membership Interests and the Venture
Membership Interests shall be collectively referred to as the “Membership
Interests”.




E.           Pursuant
to the terms and conditions of this Agreement, on the Closing Date (i) Seller
will contribute the Owner Membership Interests to the Venture (the “Owner Interests
Contribution”) pursuant to an assignment and assumption of membership
interests in the form of Exhibit A attached
hereto (the “Owner
Interests Assignment”), and (ii) immediately following the Owner
Interests Contribution, (a) Seller will convey the BREP JV Interest (as more
particularly described herein) to Buyer, and Buyer will become a member of the
Venture, in exchange for payment of the Purchase Price (as defined herein) from
Buyer to Seller, and (b) Seller and Buyer will enter into that certain Amended
and Restated Limited Liability Company Agreement of the Venture attached hereto
as Exhibit B
(the “Venture
Agreement”).




AGREEMENT




NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth in
this Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:




-6-





ARTICLE
I





DEFINITIONS


Section
1.1





Defined
Terms .  The
capitalized terms used herein will have the following meanings.




“Additional Rent”
shall have the meaning assigned thereto in Section 10.1(a).




“Adjusted Gross Asset
Value” shall have the meaning assigned thereto in
Section 2.2(a).




“Agreement” shall mean
this Agreement of Purchase and Sale and all amendments hereto, together with the
exhibits and schedules attached hereto, as the same may be amended, restated,
supplemented or otherwise modified, from time to time.




“Allocated Asset
Value” shall have the meaning assigned thereto in Section
2.5.




“Applicable Law” shall
mean all statutes, laws, common law, rules, regulations, ordinances, codes or
other legal requirements of any Governmental Authority, board of fire
underwriters and similar quasi-governmental agencies or entities, and any
judgment, injunction, order, directive, decree or other judicial or regulatory
requirement of any court or Governmental Authority of competent jurisdiction
affecting or relating to the Person or property in question.




“Assumption Costs”
shall have the meaning assigned thereto in Section 9.1(a).




“Audited Financials”
shall have the meaning assigned thereto in Section 3.2(f).





“Bankruptcy” shall
have the meaning assigned thereto in Section 3.3(n).





“Buyer” shall have the
meaning assigned thereto in the Preamble of this Agreement.





“Buyer’s Proportionate
Share” shall mean 60%.




“BREP JV Interest”
shall mean a 60% membership interest in the Venture, together with all BREP JV
Interest-Related Rights and Property.




“BREP JV Interest-Related
Rights and Property” shall mean all of Seller’s right, title and interest
in, to and under each Company and the Entity Agreements as it relates to the
BREP JV Interest, including, without limitation, 60% of all of Seller’s right,
title and interest in, to and under all: (i) distributions of profits and income
of the Companies from and after the Closing; (ii) repayments after the Closing
of any and all loans made by Seller to a Company, whether pursuant to the terms
of the Entity Agreements or otherwise;(iii) capital
distributions after the Closing from the Companies; (iv) distributions after the
Closing of cash flow by the Companies; (v) property of the Companies to which
Seller now or in the future may be entitled; (vi) other claims which Seller now
has or may in the future acquire against the Companies and its property; (vii)
proceeds of any liquidation upon the dissolution of the Companies and winding up
of their affairs; (viii) general intangibles for money due or to become due from
the Companies; (ix) other rights of Seller after the Closing to receive any
distributions or other payments of any kind whatsoever from or in respect of the
Companies or in any way derived from the Properties or from the ownership or
operation thereof, whether any of the above distributions consist of money or
property; and (x) all other rights of Seller as a partner or member in the
Companies, including, without limitation, rights to reports, accounting,
information and voting; provided, however, that the
BREP JV Interest-Related Rights and Property shall not include the proceeds of
the sale of the BREP JV Interest contemplated under this Agreement.




-7-




“BREP JV Interest
Assignment” shall have the meaning assigned thereto in Section
6.1(a).




“Business Day” shall
mean any day other than a Saturday, Sunday or other day on which banks are
authorized or required by law to be closed in New York City, New
York.




“Closing” shall have
the meaning assigned thereto in Section 2.4(a).




“Closing Date” shall
have the meaning assigned thereto in Section 2.4(a).




“Code” shall mean the
Internal Revenue Code of 1986, as amended from time to time.




“Company” or “Companies” shall have
the meaning assigned thereto in “Background” paragraph D.




“Contracts” shall
mean, collectively, all agreements, contracts or understandings of Seller or any
Company relating to the ownership, operation, maintenance and management of the
Properties and the buildings and other improvements located thereon, or any
portion thereof other than the Existing Management Agreements, the Leases and
Short Term Leases.  For purposes of Section 3.3(b) only, the defined
term “Contracts” shall also exclude (i) purchase orders for supplies, furniture,
fixtures, equipment and other personal property and (ii) any agreement, contract
or understanding, in each case as it relates to clauses (i) and (ii) executed in
the ordinary course of business and for an amount that is less than
$10,000.




“Conveyance Documents”
shall mean any, certificate, instrument or other document delivered pursuant to
this Agreement.




“Delinquency Report”
shall have the meaning assigned thereto in Section 3.3(s).




“Designated Major
Tenants” shall have the meaning assigned thereto in Section
3.5.




“Domain Names” shall
have the meaning assigned thereto in Section 3.3(u).




“Earnest Money” shall
have the meaning assigned thereto in Section 2.3.




“Entity Agreement”
shall mean, with respect to each Company, the limited liability company
agreement of such Company as set forth on Schedule 3.2(b)
hereto.




-8-




“Environmental Claims”
shall mean any claim for reimbursement or remediation expense, contribution,
personal injury, property damage or damage to natural resources made by any
Governmental Authority or other Person arising from or in connection with the
presence or release of any Hazardous Substances over, on, in or under any
Property, or the violation of any Environmental Laws with respect to any
Property.




“Environmental Laws”
shall mean any Applicable Laws which regulate or control (i) Hazardous
Substances, pollution, contamination, radiation, water, soil, sediment, air or
other environmental media, or (ii) an actual or potential spill, leak, emission,
discharge, release or disposal of any Hazardous Substances or other materials,
substances or waste into water, soil, sediment, air or any other environmental
media, including, without limitation, (A) the Comprehensive Environmental
Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq. (“CERCLA”), (B) the
Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq. (“RCRA”), (C) the
Federal Water Pollution Control Act, 33 U.S.C. § 2601 et seq., (D) the Toxic
Substances Control Act, 15 U.S.C. § 2601 et seq., (E) the Clean Water Act, 33
U.S.C. § 1251 et seq., (F) the Clean Air Act, 42 U.S.C. § 7401 et seq., and (G)
the Hazardous Materials Transportation Act, 49 U.S.C. § 1801 et seq., and
similar state and local Applicable Law, as amended from time to time, and all
regulations, rules and guidance issued pursuant thereto.




“Environmental
Liabilities” shall mean any liabilities or obligations of any kind or
nature imposed on the Person in question pursuant to any Environmental Laws,
including, without limitation, any (i) obligations to manage, control, contain,
remove, remedy, respond to, clean up or abate any actual or potential release of
Hazardous Substances or other pollution or contamination of any water, soil,
sediment, air or other environmental media, whether or not located on any
Property and whether or not arising from the operations or activities with
respect to any Property, and (ii) liabilities or obligations with respect to the
manufacture, generation, formulation, processing, use, treatment, handling,
storage, disposal, distribution or transportation of any Hazardous
Substances.




“Environmental
Reports” has the meaning set forth in Section 3.3(k).




“Escrow Account” shall
have the meaning assigned thereto in Section 14.5(a).




“Escrow Agent” shall
have the meaning assigned thereto in Section 2.3.




“Excluded Liabilities”
shall mean all Losses arising out of or with respect to (i) any environmental or
similar condition at the Westshore Property which to Seller’s Knowledge, or as
otherwise set forth in the Environmental Reports for the Westshore Property, is
known to exist as of the date hereof and (ii) any Taxes (other than Taxes which
are prorated and adjusted in accordance with the provisions of Article X)
relating to any Company or such Company’s predecessor-in-interest arising or
accruing prior to the Closing.




“Existing Management
Agreements” shall mean all existing property management and leasing
agreements between the Owner Entities and Existing Manager.




“Existing Manager”
shall mean, collectively, (i) Glimcher Development Corporation, a Delaware
corporation and (ii) Seller in its capacity as manager under the Existing
Management Agreements.




-9-




“Financial Statements”
shall have the meaning assigned thereto in Section 3.2(h).




“Fixed Rents” shall
have the meaning assigned thereto in Section 10.1(a).




“Governmental
Authority” shall mean any federal, state or local government or other
political subdivision thereof, including, without limitation, any agency or
entity exercising executive, legislative, judicial, regulatory or administrative
governmental powers or functions, in each case to the extent the same has
jurisdiction over the Person or Property in question.




“Gross Asset Value”
shall have the meaning assigned thereto in Section 2.2(a).




“Hazardous Substances”
shall mean any hazardous or toxic substances, materials or waste, whether solid,
semisolid, liquid or gaseous, including, without limitation, asbestos,
polychlorinated biphenyls, petroleum or petroleum by-products, radioactive
materials, radon gas and any other material or substance which is defined as or
included in the definition of a “hazardous substance”, “hazardous waste”, “toxic
waste”, “hazardous material”, “toxic pollutant”, “contaminant”, “pollutant” or
“toxic substance” or words of similar import, under any Environmental Law or
that could result in the imposition of liability under any Environmental
Laws.




“Historical Lloyd
Contract” shall mean that certain Agreement of Purchase and Sale dated
September 4, 2009 by and between LC Owner and Merlone Geier Partners IX,
L.P.




“IRS” shall mean the
Internal Revenue Service.




“IRS Reporting
Requirements” shall have the meaning assigned thereto in Section
14.4(c).




“LC Owner” shall have
the meaning assigned thereto in “Background” paragraph A.




“LC Owner Interest”
shall have the meaning assigned thereto in “Background” paragraph
A.




“Leases” shall have
the meaning assigned thereto in Section 3.3(c).




“Lease Options" shall
have the meaning assigned thereto in Section 3.3(c).




“Leasing Costs” shall
mean, with respect to a particular Lease, all capital costs, expenses incurred
for capital improvements, equipment, painting, decorating, partitioning and
other items to satisfy the initial construction obligations of the landlord
under such Lease (including any expenses incurred for architectural or
engineering services in respect of the foregoing), “tenant allowances” in lieu
of or as reimbursements for the foregoing items, payments made for purposes of
satisfying or terminating the obligations of the tenant under such Lease to the
landlord under another lease (i.e., lease buyout costs), relocation costs,
temporary leasing costs, leasing commissions, brokerage commissions, legal,
design and other professional fees and costs, in each case, to the extent the
landlord is responsible for the payment of such cost or expense under the
relevant Lease or any other agreement relating to such Lease.




-10-




“Licenses and Permits”
shall have the meaning set forth in subparagraph 3.3(h).




“Liens” shall have the
meaning set forth in subparagraph 3.2(a).




“Lloyd Center
Property” shall have the meaning assigned thereto in “Background”
paragraph B.




“Lloyd Lender” shall
mean the existing lender under the Lloyd Loan.




“Lloyd Loan” shall
mean that certain Third Party Loan described on Schedule B attached
hereto encumbering the Lloyd Center Property.




“Losses” shall have
the meaning assigned thereto in Section 11.1.




“Lloyd Title Policy”
shall mean such title policy and endorsements reasonably requested by Buyer
(including a non-imputation endorsement) insuring the BREP JV Interest as it
relates to the Lloyd Property.




“Loan Amortization
Credit” means $500,000.




“Major Tenants” shall
have the meaning assigned thereto in Section 3.5(b).




“Membership Interests”
shall have the meaning assigned thereto in “Background” paragraph
D.




“Monetary Title
Exceptions” shall mean title exceptions affecting any Property which are
not Permitted Exceptions and which can be removed by the payment of a liquidated
amount.




“Net Asset Value”
shall have the meaning assigned thereto in Section 2.2(a).




“New Lease” shall have
the meaning assigned thereto in Section 3.4(d).




“Organizational
Documents” shall mean the certificate of formation and other
organizational documents of each Company.




“Other Consent
Conditions” shall mean the consent from each of the Westshore Lender and
the Lloyd Lender relating to the following matters: (i) upper level corporate
and similar permitted transfers relating to the ultimate ownership of Buyer,
(ii) permitted transfers among Buyer and Seller (or affiliates thereof) under
the Venture Agreement (iii) replacement of existing guarantor under the
Westshore Loan and Lloyd Loan, as applicable, with a Qualified Guarantor in
connection with a Replacement Event and (iv) replacement of the existing manager
under the Westshore Loan and Lloyd Loan, as applicable, with a Qualified Manager
in connection with Replacement Event or with respect to the termination of the
applicable Property Management & Leasing Agreement.




“Owner Entities” shall
have the meaning assigned thereto in “Background” paragraph A.




-11-




“Owner Interests
Assignment” shall have the meaning assigned thereto in “Background”
paragraph E.




“Owner Interests
Contribution” shall have the meaning assigned thereto in “Background”
paragraph E.




“Owner Membership
Interests” shall have the meaning assigned thereto in “Background”
paragraph A.




“Pending Leases” shall
have the meaning assigned thereto in Section 3.4(d).




“Permitted Exceptions”
shall mean (i) liens for current real estate taxes which are not yet due and
payable, (ii) liens securing the Third Party Loans, (iii) items 5, 7-25, 27 and
29-37 of Schedule B-II of the Title Report for the Westshore Property and items
22-83 of Schedule B-II of the Title Report for the Lloyd Property, and (iv) any
exceptions to title approved in writing by Buyer in accordance with this
Agreement.




“Personal Property”
shall mean all personal property, furniture, fixtures, equipment, tools,
supplies which are now, or may hereafter prior to the Closing Date be, placed in
or attached to the Properties (other than items owned by (i) third parties,
including without limitation, owned items leased by an Owner Entity and items
owned or leased by Tenants and (ii) the Existing Manager).




“Person” shall mean a
natural person, partnership, limited partnership, limited liability company,
corporation, trust, estate, association, unincorporated association or other
entity.




“Prohibited Person”
shall mean any of the following:  (i) a person or entity that is
listed in the annex to, or is otherwise subject to the provisions of, Executive
Order No. 13224 on Terrorist Financing (effective September 24, 2001) (the
“Executive
Order”); (ii) a person or entity owned or controlled by, or acting
for or on behalf of any person or entity that is listed in the annex to, or is
otherwise subject to the provisions of, the Executive Order; (iii) a person
or entity that is named as a “specially designated national” or “blocked person”
on the most current list published by the U.S. Treasury Department’s Office of
Foreign Assets Control (“OFAC”) at its
official website, http://www.treas.gov/offices/enforcement/ofac; (iv) a
person or entity that is otherwise the target of any economic sanctions program
currently administered by OFAC; or (v) a person or entity that is
affiliated with any person or entity identified in any of clause (i), (ii),
(iii) and/or (iv) above.




“Properties” shall
have the meaning assigned thereto in “Background” paragraph C.




“Property Management &
Leasing Agreement” shall have the meaning assigned thereto in Section
6.1(c).




“Purchase Price” shall
mean 60% of the Net Asset Value.




“Qualified Guarantor”
shall mean any person that on the date of determination (i) qualifies as a
“Permitted Owner” (as defined in the Westshore Loan) or as a “Permitted Owner”
(as defined in the Lloyd Loan), as applicable or (ii) any other Person provided
that as it relates to this clause (ii) a prior confirmation is obtained from the
applicable rating agencies that the replacement of the existing guarantor with
such Person will not, and in of itself, cause a downgrade, withdrawal or
qualification of the then current ratings of the securities issued pursuant to
the securitization of the Westshore Loan or the Lloyd Loan, as
applicable.




-12-




“Qualified Manager”
shall mean any property manager that on the date of determination (i) manages
not less than 10 individual properties (exclusive of property proposed to be
managed) which are regional shopping malls similar in type to the applicable
property or (ii) any other reputable and experienced management organization
possessing experience in managing properties similar in size, scope and value to
the applicable property provided that as it relates to this clause (ii) a prior
confirmation is from the applicable rating agencies that management of the
property by such entity will not, and in of itself, cause a downgrade,
withdrawal or qualification of the then current ratings of the securities issued
pursuant to the securitization of the Westshore Loan or the Lloyd Loan, as
applicable.




“REA”shall mean any
“reciprocal easement agreement”, “operating covenant” or similar agreement
described on Schedule
3.3(g) attached hereto.




“REA Estoppel” shall
have the meaning assigned thereto in Section 3.6(a).




“REA Required Parties”
shall mean each of Macy’s, Nordstrom and Sears.




“Rents” shall have the
meaning assigned thereto in Section 10.1(a).




“Replacement Event”
shall mean an event in connection with (i) curing a default under the Westshore
Loan or the Lloyd Loan as applicable, (ii) a Bankruptcy of the existing
guarantor or manager under the Westshore Loan or the Lloyd Loan, as applicable
or (iii) the sale or disposition of the interest held by Seller (or an affiliate
thereof) in the Company.




“Reporting Person”
shall have the meaning assigned thereto in Section 14.4(c).




“Required REA
Estoppels” shall have the meaning assigned thereto in Section
3.6(b).




“Required Tenant
Estoppels” shall have the meaning assigned thereto in Section
3.5(b).




“Seller” shall have
the meaning assigned thereto in the Preamble of this Agreement.




“Seller Estoppels”
shall have the meaning assigned thereto in Section 3.5(b).




“Seller’s Knowledge”
shall mean the knowledge of Seller based upon the actual personal knowledge of
George A. Schmidt, Marshall A. Loeb and Kim Rieck only, in each case after
reasonable due inquiry of employees and officers of Seller (and without
obligation to inquire with governmental agencies or other third
parties).




“Seller’s Proportionate
Share” shall mean 40%.




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“Seller’s Leasing
Costs” shall have the meaning assigned thereto in Section
10.9.




“Short Term Leases”
shall mean all leases, licenses and other occupancy agreements for all or any
portion of the Properties that can be terminated on 30 days (or less) prior
notice without the payment of any fees or penalties.




“Tax Allocation” shall
have the meaning assigned thereto in Section 2.5.




“Tax Allocation
Schedule” shall have the meaning assigned thereto in Section
2.5.




“Taxes” shall mean any
and all taxes (including, without limitation, federal, state, local or foreign
income, net income, alternative, unitary, alternative minimum, minimum
franchise, value added, ad valorem, receipts, capital gains, capital stock,
estimated, production, goods and services, payroll, occupation, excise, sales,
use, leasing, fuel, excess profits, turnover, occupation, property (personal and
real, tangible and intangible), transfer, recording and stamp taxes, levies,
imposts, duties, charges, fees (including, without limitation, documentation,
impact, recording, license and registration fees), assessments (including
special assessments and community development district assessments), or
withholdings of any nature whatsoever, general or special, ordinary or
extraordinary, and any transaction privileges or similar taxes) imposed by or on
behalf of a Governmental Authority, together with any and all penalties, fines,
additions to tax and interest thereon, whether disputed or not.




“Tenants” shall mean
the tenants under the Leases.




“Third Party Loans”
shall mean the loans described on Schedule B attached
hereto.




“Title Company” shall
mean Fidelity National Title Insurance Company.




“Title Reports” shall
mean those certain title reports or commitments issued by the Title Company and
listed on Schedule
C hereto.




“TPL Assumption
Amount” shall mean, as of the Closing Date, the aggregate outstanding
principal balance of the Third Party Loans at such time, together with all
accrued interest and fees thereon and all other amounts owing under the Third
Party Loans.




“TPL Assumption
Consents” shall mean all necessary consents from the holders of the Third
Party Loans and any applicable rating agencies which are required under the
terms of the TPL documents in connection with the sale of the BREP JV Interest
and transactions contemplated hereunder (including, without limitation, consent
from such holders as it relates to the Other Consent Conditions), as evidenced
by a “consent” or “assumption” agreement for each Third Party Loan in form and
substance reasonably satisfactory to Seller and Buyer.




“TPL Documents” shall
mean all documents evidencing, securing or otherwise relating to the Third Party
Loans.




“TPL Estoppels” shall
mean, as applicable, an estoppel certificate dated as of a date on or about the
Closing (i) from the Westshore Lender as to the matters set forth in the
Westshore Loan and (ii) from the Lloyd Lender disclosing for the Lloyd Loan (A)
the outstanding principal balance, (B) all interest, fees or other amounts then
due and outstanding, (C) the cash balance of all escrows and reserves held by
the applicable lender under the TPL Documents relating to the Lloyd Loan, (D) a
list of the TPL Documents relating to the Lloyd Loan, and (E) the absence of any
default under the applicable TPL Documents for the Lloyd Loan.




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“Trademarks” shall
have the meaning assigned thereto in Section 3.3(u).




“Treasury Regulations”
shall mean the federal income tax regulations promulgated under the Code, as
such Treasury Regulations may be amended from time to time.




“Transfer Taxes” shall
have the meaning assigned thereto in Section 9.1(a).




“Venture” shall have
the meaning assigned thereto in “Background” paragraph D.




“Venture Agreement”
shall have the meaning assigned thereto in “Background” paragraph
E.




“Venture Membership
Interests” shall have the meaning assigned thereto in “Background”
paragraph D.




“Voluntary Title
Exceptions” shall mean with respect to each Property (i) the lien of any
mortgage affecting such Property, whenever created, other than the lien of any
mortgage securing a Third Party Loan and (ii) title exceptions affecting such
Property that are knowingly and intentionally created by Seller or its
affiliates after the date of this Agreement through the execution by Seller (or
its affiliate) of one or more instruments creating or granting such title
exceptions; provided, however, that the
term “Voluntary Title
Exceptions” as used in this Agreement shall not include the following:
(a) any Permitted Exceptions; (b) any title exception created pursuant to a
Lease or a Short Term Lease at a Property by a Tenant thereunder; (c) any title
exceptions that are approved in writing by Buyer or that are created in
accordance with the express provisions of this Agreement; and (d) any title
exceptions which, pursuant to a Lease or a Short Term Lease for the Property or
otherwise, are to be discharged by a Tenant or occupant of the
Property.




“Westshore Lender”
shall mean the existing lender under the Westshore Loan.




“Westshore Loan” shall
mean that certain Third Party Loan described on Schedule B attached
hereto encumbering the Westshore Property.




“Westshore Owner”
shall have the meaning assigned thereto in “Background” paragraph
A.




“Westshore Owner
Interest” shall have the meaning assigned thereto in “Background”
paragraph A.




“Westshore Property”
shall have the meaning assigned thereto in “Background” paragraph
C.




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ARTICLE
II





SALE; EARNEST MONEY;
CONSIDERATION AND CLOSING





Section
2.1       Sale of BREP JV
Interest .  On
the Closing Date and pursuant to the terms and subject to the conditions set
forth in this Agreement, Seller shall sell, deliver, assign and transfer to
Buyer, and Buyer shall purchase from Seller, all of the BREP JV
Interest.




Section
2.2       Gross Asset Value; Earnest
Money




(a)      The
parties have mutually agreed to assign an aggregate gross asset value (the
“Gross Asset
Value”) to the Properties in the amount of $320,000,000.  The
Gross Asset Value shall be adjusted to reflect net prorations and other
adjustments provided for in this Agreement (as adjusted, the “Adjusted Gross Asset
Value”).  For purposes of this Agreement, the difference
between (x) the Adjusted Gross Asset Value and (y) the TPL Assumption Amount
shall be the “Net
Asset Value”.




(b)      At
the Closing:




(i)           Buyer
shall deliver the Purchase Price, less the Earnest Money, to Seller in
immediately available funds by wire transfer to such account or accounts that
Seller shall designate to Buyer; and




(ii)          the
Escrow Agent shall deliver the Earnest Money to Seller to such account or
accounts Seller shall designate to the Escrow Agent.




(c)      
No adjustment shall be made to the Gross Asset Value except as explicitly set
forth in this Agreement.




(d)      The
parties acknowledge that the Properties are encumbered by the applicable Third
Party Loans, and that it is a condition precedent to each of Buyer’s and
Seller’s obligations to consummate the sale and purchase of the BREP JV Interest
that the TPL Assumption Consents are obtained in accordance with this
Agreement.




Section
2.3   Earnest
Money .  Within
one Business Day of the date of this Agreement, Buyer shall deposit with
Fidelity National Title Insurance Company, as escrow agent (in such capacity,
“Escrow
Agent”), cash in an amount equal to $6,300,000 (together with all accrued
interest thereon, the “Earnest Money”) in
immediately available funds by wire transfer to such account as Escrow Agent
shall designate to Buyer.  The Earnest Money upon delivery by Buyer to
Escrow Agent will be deposited by Escrow Agent in an interest-bearing account
acceptable to Buyer and Seller and shall be held in escrow in accordance with
the provisions of Section 14.5.  All interest earned on the Earnest
Money while held by Escrow Agent shall be paid to the party to whom the Earnest
Money is paid, except that if the Closing occurs, Buyer shall receive a credit
for such interest in accordance with Section 2.2(b).




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Section
2.4   The
Closing .




i)  The
closing of the transactions contemplated by this Agreement (the “Closing”) shall take
place on the later of (1) 10 Business Days following the date of this Agreement,
or (2) 10 days following receipt of both of the TPL Assumption Consents (as such
date may be extended pursuant to this Agreement, the “Closing
Date”).  Notwithstanding the foregoing, the Closing Date shall
occur no earlier than 90 days following the date hereof if the Required Tenant
Estoppels have not been delivered by Seller (or the delivery of such Required
Tenant Estoppels has not been waived by Buyer) on or prior to the originally
scheduled Closing Date as set forth in the immediately preceding
sentence.  If Buyer elects to waive the delivery of the Required
Tenant Estoppels pursuant to the immediately preceding sentence, Seller shall be
obligated to deliver at the Closing a Seller Estoppel in the form contemplated
in Section 3.5 for a number of Tenants (including one or more Major Tenants) who
have not delivered a Tenant Estoppel as necessary to satisfy the condition
relating to the delivery of the Required Tenant Estoppels.




(b)      The
Closing shall be held on the Closing Date at 10:00 A.M. at the offices of
Simpson Thacher & Bartlett, 425 Lexington Avenue, New York, New York,
or at such other location agreed upon by the parties hereto.




(c)      If
all of the TPL Assumption Consents have not been obtained in accordance with
this Agreement by the day that is 180 days after the date of this Agreementthen either Buyer or
Seller may terminate this Agreement, in which case (x) the Earnest Money shall
be refunded to Buyer and (y) neither party shall have any further rights or
obligations hereunder other than those which expressly survive the termination
of this Agreement or as otherwise provided in this Agreement.




Section
2.5    Allocated Asset
Value. Seller
and Buyer hereby agree that the Gross Asset Value shall be allocated among the
Properties as set forth on Schedule 2.5 attached
hereto (the “Allocated
Asset Value”). Seller and Buyer agree
that the Allocated Asset Value shall be further allocated in accordance with
Section 1060 of the Code (the “Tax Allocation”) as
provided below.  Seller shall, within 20 days after the date of this
Agreement, prepare and deliver to Buyer for its review a schedule with a
detailed Tax Allocation with respect to each Property (such schedule, the “Tax Allocation
Schedule”), which Tax Allocation Schedule shall be subject to Buyer’s
approval, not to be unreasonably withheld.  Upon reaching an agreement
on the Tax Allocation Schedule, Buyer and Seller shall (a) cooperate in the
filing of any forms (including Form 8594 under section 1060 of the Code) with
respect to the Tax Allocation Schedule as finally agreed upon, including any
amendments to such forms required pursuant to this Agreement with respect to any
adjustment to the Purchase Price and (b) shall prepare and file all federal,
state and local tax returns and related tax documents consistent with such Tax
Allocation Schedule.  Notwithstanding the foregoing, if, after
negotiating in good faith, Buyer and Seller are unable to agree on a mutually
satisfactory Tax Allocation Schedule, each of Buyer and Seller shall use its own
allocation for purposes of this Section 2.5.




ARTICLE
III





REPRESENTATIONS, WARRANTIES
AND COVENANTS OFSELLER





Section
3.1    General Seller
Representations and Warranties .  Seller
hereby represents, warrants and covenants to Buyer as of the date hereof as
follows:




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(a)      Formation;
Existence .  It
is a limited partnership, duly formed, validly existing and in good standing
under the laws of the State of Delaware.




(b)      Power and
Authority .  It
has all requisite power and authority to enter into this Agreement, to perform
its obligations hereunder and to consummate the transactions contemplated
hereby.  The execution, delivery and performance of this Agreement and
the consummation of the transactions provided for in this Agreement have been
duly authorized by all necessary action on its part.  This Agreement
has been duly executed and delivered by it and constitutes its legal, valid and
binding obligation, enforceable against it in accordance with its terms, except
as such enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or other laws affecting creditors’ rights and by general principles
of equity (whether applied in a proceeding at law or in equity).




(c)      No
Consents .  Except
as set forth on Schedule 3.1(c),noconsent, license,
approval, order, permit or authorization of, or registration, filing or
declaration with, any court, administrative agency or commission or other
Governmental Authority or instrumentality, domestic or foreign, or any other
Person is required to be obtained or made in connection with the execution,
delivery and performance of this Agreement or any of the transactions required
or contemplated hereby.




(d)      No
Conflicts .  Except
as set forth on Schedule 3.1(d),Seller’s execution,
delivery and compliance with, and performance of the terms and provisions of,
this Agreement, and the sale of the BREP JV Interest, will not (i) conflict
with or result in any violation of its organizational documents or the
Organization Documents or Entity Agreements of the Companies, (ii) conflict with
or result in any violation of any provision of any bond, note or other
instrument of indebtedness, contract, indenture, mortgage, deed of trust, loan
agreement, lease or other agreement or instrument to which it or any of the
Companies is a party or the Properties or any portion thereof is bound, (iii)
violate any existing term or provision of any order, writ, judgment, injunction,
decree, statute, law, rule or regulation applicable to it, the Companies or any
of their respective asset or properties or (iv) result in the creation or
imposition of any lien or encumbrance on the BREP JV Interest, the Membership
Interests, the Properties or any portion thereof, except for any lien or
encumbrance created in favor of Buyer by virtue of this Agreement.




(e)      Foreign
Person .  Seller
is not a “foreign person” as defined in Treasury Regulations Section
1.1455-2(b)(2)(i) and will not be subject to withholding under Section 1445 of
the Code and the regulations issued thereunder with respect to the sale of the
BREP JV Interest.




(f)      Prohibited Persons.
Seller is not a Prohibited Person.  To Seller’s Knowledge, none of its
investors or their affiliates, acting or benefiting in any capacity in
connection with this Agreement, is a Prohibited Person.




Section
3.2     Representations and
Warranties of Seller as to the Membership Interests and the
Companies. Seller
hereby represents, warrants and covenants to Buyer as of the date hereof as
follows:




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(a)      Membership
Interests.  Seller is the sole legal and beneficial owner of
the Membership Interests, free and clear of any lien, pledge, charge, security
interest, mortgage, encumbrance, title retention agreement, adverse claim or
restriction (“Liens”).  There
are no outstanding judgments against Seller.    The
Membership Interests represent 100% of the membership interests in the
Companies.




(b)      LLC Agreements and
Organizational Documents.  A true and complete list of the
Entity Agreements and Organizational Documents is set forth on Schedule 3.2(b)
hereto.  True and complete copies of the Entity Agreements and other
Organizational Documents have been delivered to Buyer.  None of the
Entity Agreements or other Organizational Documents have been amended or
modified in any way except as set forth on Schedule 3.2(b)
attached hereto, and all Entity Agreements and other Organizational Documents
are in full force and effect in accordance with their terms.




(c)      Voting; Transferability of
Interests.  Except for the Entity Agreements, Seller is not a
party to any voting agreement, voting trusts, proxies or any other agreements,
instruments or understandings with respect to the voting of the Membership
Interests, or any agreements, instruments or understandings with respect to the
transferability of the Membership Interests.




(d)      Restrictions upon
Acquisition of Ownership Interests.  Except for the sale of the
BREP JV Interest contemplated hereunder, there are no subscriptions, warrants,
options, conversion rights or other agreements of any kind to purchase or
otherwise acquire or sell the Membership Interests or pursuant to which Seller
is obligated to issue, sell, deliver or create, or cause to be issued,
delivered, sold or created, additional equity interests in the
Companies.




(e)      Taxes.  All
federal, state, municipal and other Tax returns and reports required by law to
be filed by Seller and the Companies before the date hereof have been duly and
timely executed and filed and all Taxes due for which the Seller or Companies
are or may be liable have been paid in full.  Each Company is and has
been at all times since its formation a limited liability company that is an
entity disregarded as separate from its owner within the meaning of Treasury
Regulations Section 301.7701-3(b) for federal income tax purposes and is treated
as an entity disregarded as separate from its owner for all applicable state and
local income tax purpose.  There are no pending audits, examinations,
investigations or other proceedings, and to Seller’s Knowledge, proposed audits,
examinations, investigations or other proceedings in respect of any such returns
or Taxes, or otherwise with respect to Seller, the Companies or the
Properties.  There are no outstanding agreements extending the
statutory period of limitation applicable to any claim for, or the period for
the collection or assessment of, Taxes with respect to any property of the
Companies.  No tax liens have been filed, issued or recorded on or
against any property of the Companies, except for liens for current Taxes not
yet due and payable.  There are no pending tax reduction proceedings
in respect of any Property.   Seller has paid all applicable
sales tax on Rents collected by Seller or the Owner Entities and has filed any
and all necessary returns for the same with the Florida Department of
Revenue.




(f)      Liabilities. As of
the date hereof, no Company has any obligations or liabilities other than the
liabilities set forth on the Owner Entities’ Audited Financial Statements dated
December 31, 2008 (the “Audited Financials”)
as updated and supplemented by the Financial Statements on Schedule
3.2(b).  Seller has delivered to Buyer true, correct and
complete copies of the Audited Financials.   The Companies have
not had (and do not now have) any liabilities, other than liabilities related to
the applicable Property.  Except as set forth in the TPL Documents, no
Company is a party or subject to any line of credit, loan agreement or other
financing arrangement or has given any guaranty, indemnity, comfort letter or
other assurance of payment or security of any nature.  There are no
outstanding judgments against the Companies.




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(g)      Other Assets. No
Company owns (or has ever owned) any asset (including any stock or other equity
interest in any other Person) other than, in the case of the Owner Entities, its
interest in the applicable Property and in the case of the Venture at or prior
to the Closing, the Owner Membership Interests.   No Company has
prior to the date hereof sold any Property or any portion
thereof.   Neither the Venture nor Westshore Owner has entered
into any agreement to sell the Westshore Property or any portion
thereof.  LC Owner has not entered into any agreement to sell the
Lloyd Property or any portion thereof except the Historical Lloyd
Contract.  The Historical Lloyd Contract has been terminated in
accordance with its terms and there are no continuing obligations or liabilities
under the Historical Lloyd Contract on the part of LC Owner or the other party
thereto.




(h)      Financial
Statements.   Seller has delivered to Buyer the financial
statements for the Owner Entities as described on Schedule 3.2(h)
attached hereto (the “Financial
Statements”).  The Financial Statements are true, complete and
correct in all material respects and fairly present the financial condition of
the Owner Entities as of the date of such Financial
Statements.   No event, act or condition has occurred which has
had (or could reasonably be expected to result in) a material adverse change in
the financial condition of Seller or any Owner Entity since the date of the
Financial Statements.




(i)     
 Organization and
Good Standing.  Each Company is a limited liability company
duly organized, validly existing and in good standing under the laws of the
State of Delaware.  Each Company is qualified to do business in each
jurisdiction in which the operation of its business makes such qualification
necessary.




(j)     
 Power and
Authority.   Each Company has all requisite power and
authority to own, operate or lease the properties and assets owned by it and to
carry on its business as it has been and is currently conducted as of the date
hereof and as contemplated by the Entity Agreements.




(k)      Capital
Contributions. All contributions of capital required to be made by Seller
to the Companies prior to the date hereof under the applicable Entity Agreement
or any other written agreement has been paid in full.




Section
3.3    Representations and
Warranties of Seller as to the BREP JV Interest .  Seller
hereby represents, warrants and covenants to Buyer as of the date hereof as
follows:




(a)      Ownership of the
Properties.  Each Owner Entity has good and valid fee simple
title to the applicable Property, free and clear of all Liens except for
Permitted Exceptions.




(b)      Contracts.  All
Contracts affecting the Properties are set forth on Schedule 3.3(b)(i)
attached hereto and the same have not been amended, supplemented or otherwise
modified, except as shown in such Schedule
3.3(b)(i).  Such Contracts contain the entire agreement between
the applicable Company and the contract vendors and lessors named
therein.  Each of the Contracts are in full force and effect and,
except as shown on such Schedule 3.3(b)(i),
the Companies have not given or received any written notice of any breach or
default under any Contract which has not been cured.  No party is in
material default of any of its obligations under such Contracts.  The
Company has delivered or made available to Buyer true and complete copies of all
Contracts with annual payments in excess of $50,000.   Schedule 3.3(b)(ii)
attached hereto sets forth all Contracts affecting the Properties with Seller or
affiliates of Seller as the vendor or service provider.




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(c)      Leases.  Schedule 3.3(c)(i)
attached hereto sets forth a true, correct and complete list of all leases,
licenses and other occupancy agreements for all or any portion of the Properties
other than the Short Term Leases (collectively, the “Leases”), which
includes the name of each Tenant. Such Leases (i) constitute all of the leases
relating to the Properties (other than the Short Term Leases) under which one of
the Owner Entities is the holder of the landlord’s interest, (ii) have not been
amended, supplemented or otherwise modified except as stated in Schedule 3.3(c)(i),
and (iii) contain the entire agreement between the applicable Owner Entity and
the tenants named therein.  Except as set forth in the Delinquency
Report, (A) fixed rent, additional rent, percentage rent, overage rent and all
other rental obligations, as applicable, are currently being collected under
such Leases without offset, counterclaim or deduction, and (B) no rent payable
thereunder has been paid more than 30 days in advance.  True and
complete copies of the Leases have been delivered (or made available) to
Buyer.  Except as set forth on Schedule 3.3(c)(ii),
all tenant improvements and other construction work to be performed by the
Companies or Seller under such Leases has been completed.  Except as
set forth on Schedule
3.3(c)(ii), there are no tenant inducement costs with respect to such
Leases which have not been paid.  No party has any purchase option,
right of first refusal, right of first offer or similar right or option under
such Leases in connection with all or any portion of any Property (collectively,
“Lease
Options”), except as set forth on Schedule 3.3(c)(iii)
and other than as it relates to any right of first refusal, option or right of
first offer relating to leasing other portions of a Property pursuant to the
terms of such tenant’s Lease.  Except as it relates to such tenants
identified in the Delinquency Report, neither Seller nor any Owner Entity has
given or received any written notice of any breach or default under any Lease
which has not been cured.  Except as set forth on Schedule 3.3(c)(iv),
there exists no default or event which, with the giving of notice or passage of
time, or both, would constitute a default by the applicable Owner Entity, as
landlord under the relevant Lease, or to the Seller’s Knowledge with respect to
the applicable Tenant.  Attached hereto as Schedule 3.3(c)(v) is
a true, correct and complete rent roll with respect to the Leases at the
Properties.  Except as set forth on Schedule 3.3(c)(vi),
there are no pending rent audits as of the date hereof.  Schedule 3.3(c)(vii)
sets forth all outstanding Leasing Costs as of the date hereof payable by Seller
or the Owner Entities related to any of the Leases.




(d)      Brokerage
Commissions.  There are no brokerage commissions, tenant
inducement costs or finders’ fees payable by Seller or the Companies with
respect to the Properties other than those set forth on Schedule 3.3(d)
attached hereto and neither Seller nor the Companies have any agreement with any
broker with respect to the Properties except as set forth on Schedule
3.3(d).




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(e)      Casualty;
Condemnation.  There is no unrepaired casualty damage to any of
the Properties and there is no pending condemnation or similar proceedings
affecting any of the Properties and, to Seller’s Knowledge, no such action is
threatened or contemplated.




(f)      Litigation.  Except
as set forth on Schedule 3.3(f)
attached hereto, there are no actions, suits or proceedings pending against or
materially affecting the Companies or the Properties, and to Seller’s Knowledge,
no such action suit or proceeding has been threatened.  Neither Seller
nor the Companies has received any notice from a Governmental Authority of any
investigation with respect to the Properties, the Companies or the Membership
Interests.




(g)      REAs. Schedule 3.3(g)
attached hereto sets forth a true, correct and complete list of each REA
affecting or relating to the Properties.  True and complete copies of
each REA have been delivered or made available for review by
Buyer.  The REAs have not been amended, modified, supplemented or
otherwise terminated.  Seller has not received any written notice of
any material defaults by Seller under any REA and to Seller’s Knowledge, no
party to any REA is in default of any of its material obligations
thereunder.  Seller has not received any written notice of the
commencement of construction by any party to the REAs.




(h)      Licenses and
Permits.  Except as set forth on Schedule 3.3(h), the
Owner Entities have all of the licenses, permits, approvals, qualifications and
authorizations which are necessary for the ownership and operation, maintenance
and management of the Properties (the “Licenses and
Permits”).  The Licenses and Permits are in full force and
effect.  Seller and the Companies have not received any written notice
from any Governmental Authority or other Person of (i) any violation,
non-renewal, suspension or revocation of any Licenses and Permits with respect
to the Properties which has not been dismissed or cured, or (ii) any failure to
obtain any Licenses and Permits required for the use, occupancy or operation of
the Properties that has not been dismissed or cured.




(i)      Ownership of the Personal
Property. The applicable Company has good and valid title to the Personal
Property, which in each case shall be free and clear of all Liens as of the
Closing Date, except for possible security interests in connection with the
Third Party Loans and any liens from Taxes not yet due and
payable.  Neither Company has pledged, assigned, hypothecated or
transferred any of its right, title or interest in any of the Personal Property
other than in connection with the Third Party Loans.




(j)      Compliance with
Law.  Neither Seller nor the Companies have received any
written notice of a violation of any such laws, regulations, ordinances and
codes with respect to the Properties which has not been cured or dismissed, and,
to Seller’s Knowledge, there are no facts, circumstances, conditions or
occurrences on the Properties, that could reasonably be expected to result in
any violation of such laws, regulations, ordinances and codes.




(k)      Environmental
Matters.  Schedule 3.3(k) sets
forth a true, correct and complete list of all environmental assessments,
reports and studies relating to each Property in Seller’s possession or
otherwise available to Seller (the “Environmental
Reports”), and Seller has made available to Buyer a true and complete
copy of the Environmental Reports.  Except as set forth in the
Environmental Reports, neither Seller nor any of the Companies has received any
written notice from any Governmental Authority or other Person of any
Environmental Claims, Environmental Liabilities or violations of any
Environmental Laws with respect to the Properties.  Except as set
forth in the Environmental Reports, to Seller’s Knowledge, there has been no
material violation of any Environmental Laws at or relating to any of the
Properties.




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(l)      
Insurance.  Schedule 3.3(l) sets
forth a true, correct and complete list of all insurance coverage maintained by
Seller and/or the Owner Entities as of the date of this Agreement in connection
with the Properties and the operation thereof.  All such insurance
coverage is in full force and effect (with no overdue premiums) in the amounts
set forth on Schedule
3.3(l).




(m)     Physical
Condition.  Neither Seller nor any of the Companies has
received any written notices of a violation of Applicable Laws with respect to
the physical condition of the Properties that currently remains
uncured.




(n)      Bankruptcy.  No
insolvency proceeding of any character (including bankruptcy, receivership,
reorganization, composition or arrangement with creditors (including any
assignment for the benefit of creditors)), voluntary or involuntary (a “Bankruptcy”),
relating to the Companies or the Properties is pending, or, to Seller’s
Knowledge, is being threatened by any Person.




(o)      Construction
Disputes.  Except as set forth on Schedule 3.3(n)
attached hereto, (i) to Seller’s Knowledge there are no disputes pending between
the Owner Entities and any mechanic or materialman with respect to work or
materials furnished to the Properties, and to Seller’s Knowledge no work which
has been performed or materials which have been supplied is likely or reasonably
expected to give rise to such a dispute and (ii) at the Closing, there will be
no unpaid bills with respect to any work or materials furnished to the
Properties under any Contract which, if unpaid, could result in a construction,
mechanics’ or materialmen’s lien being filed on the Properties.




(p)     
 Employees.  No
individuals have been or presently are employed by the Companies, and the
Companies have not ever maintained, sponsored, participated in, administered or
contributed to any employee benefit arrangement.  There are no
employment, collective bargaining or similar agreements or arrangements relating
to the Properties.




(q)      Third Party
Loans.  Schedule 3.3(q)
contains a true and complete list of all of the Third Party Loans, together with
all of the TPL Documents for such Third Party Loans.  Such TPL
Documents have not been amended, supplemented or otherwise modified except as
shown on such Schedule
3.3(q).  The Companies have no obligations or liabilities to
the holder of such Third Party Loan or any other party with respect to such
Third Party Loan except as set forth in such TPL Documents.  The
outstanding principal amount of such Third Party Loans and the amount of any
reserves or escrow accounts held by the holders of such Third Party Loans in
connection with such Third Party Loans as of the date of this Agreement is set
forth on Schedule
3.3(q).  All interest and other amounts that are currently due
and payable on such Third Party Loans have been paid in full, and the Seller and
Owner Entities are not in default of any of their respective obligations with
respect to such Third Party Loans.  To Seller’s Knowledge, no lender
is in default under its obligations with respect to such Third Party
Loans.  Seller has delivered or made available to Buyer true and
complete copies of the TPL Documents.




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(r)      Security
Deposits.  Attached hereto as Schedule 3.3(r) is a
true and complete list of the security deposits (whether in the form of cash,
letter of credit or otherwise) under the Leases being held by the Owner
Entities, including whether any such security deposit is being held in the form
of a letter of credit.  Seller has complied with all Applicable Laws
regarding the handling of such security deposits.




(s)      Delinquency
Report.  Seller has previously delivered to Buyer a true,
correct and complete copy of an aging report dated September 30, 2009 with
respect to each Property (each a “Delinquency Report”)
and each Delinquency Report is a true and complete report as of its stated date
setting forth as of the stated date all tenant arrearages in excess of 30 days
under the Leases.




(t)      
ERISA.  Seller
is not, and is not acting on behalf of, a “benefit plan investor” within the
meaning of Section 3(42) of the Employee Retirement Income Security Act of 1974
(as amended).




(u)      Trademarks.  Schedule 3.3(u) sets
forth (a) all of the trademarks, tradenames, service marks, brand names,
corporate names and logos owned, held or possessed by the Owner Entities or an
affiliate thereof and used in connection with the ownership or operation of the
Properties (the “Trademarks”) and (b)
all internet domain names owned, held or possessed by the Owner Entities or an
affiliate thereof and used in connection with the ownership or operation of the
Properties (the “Domain
Names”).  The Owner Entities or an affiliate of Seller are the
owners of the Trademarks, and to the best of Seller’s Knowledge, the Trademarks
are free and clear of any claim or conflict with or infringement or violation of
the intellectual property rights of others and all Liens.  The
Trademarks are duly registered or filed with the applicable Governmental
Authorities.




Section
3.4    Covenants of Seller Prior to
Closing. From
the date hereof until Closing, Seller shall, and shall cause the Companies to
(as applicable):




(a)      Insurance.  Keep
the Properties insured against fire and other hazards covered by the insurance
policies maintained by Seller and the Companies on the date of this
Agreement.




(b)      Operation.  Operate
and maintain the Properties in the ordinary course of business consistent with
Seller’s past practices with respect to such Properties, and not make any
material alterations to the Properties except for such alterations required
pursuant to any of the Leases or to preserve life, safety or
property.




(c)      New
Contracts.




(i)           Not
enter into any new third-party contracts relating to the Properties, nor amend,
supplement, terminate or otherwise modify any Contract, without the prior
written consent of Buyer, which consent may be granted or withheld in Buyer’s
commercially reasonable discretion; provided, however, that Seller
(or the Companies, as applicable) may, without Buyer’s consent, in the ordinary
course of business (A) renew an existing Contract as set forth on Schedule 3.3(b)(i)
(other than any Contract with Seller or an affiliate of Seller) upon
substantially the same terms and conditions of such Contract as of the date of
this Agreement and (B) enter into a new Contract (other than any Contract with
Seller or an affiliate of Seller) that requires the payment of no more than
$25,000 per annum.  If Seller requests Buyer’s consent under this
Section 3.4(c)(i) and Buyer does not affirmatively reject such request in
writing within five business days of its receipt of such request, then Buyer
shall be deemed to have granted its consent.




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(ii)           Buyer’s
consent shall not be required with respect to any Contract which does not meet
the requirements of clause (A) or (B) above but is entered into in connection
with emergency maintenance or repairs at a Property; provided that Seller
shall not enter into, or permit the Companies to enter into, any contract
pursuant to this clause (ii) if such contract has a term of more than 3 months
and, together with any other contracts entered into by any Seller pursuant to
this clause (ii), would require the payment of more than $50,000.




(iii)           Buyer
shall not unreasonably withhold its consent to any contract which does not meet
the requirements of clause (i) above but which is entered into in connection
with tenant improvement work that Seller or the applicable Owner Entity is
required to perform for a Tenant pursuant to a Lease.




(iv)           If
a Seller enters into any third party contract after the date of this Agreement
with the approval of Buyer or as permitted above, then such contract shall be
included in the definition of “Contracts” herein and added to Schedule
3.3(b).




(d)      New
Leases.  Continue its present rental program and efforts at the
Properties to rent vacant space; provided, that
without the prior consent of Buyer, which consent may be granted or withheld in
Buyer’s sole discretion, Seller shall not (i) execute any new lease, license or
other occupancy agreement other than a pending or proposed lease described on
Schedule 3.4(d)
attached hereto (the “Pending Leases”) or a
lease that would constitute a Short Term Lease if and when fully executed, (ii)
amend, supplement, terminate, accept the surrender of, renew or otherwise modify
any existing Lease, other than any pending transaction described on Schedule 3.4(d) or
(iii) approve any assignment or sublease of any existing Lease, other than any
pending assignment or sublease described on Schedule
3.4(d).  If Seller requests Buyer’s consent under this Section
3.4(d) and Buyer does not affirmatively reject such request in writing within 10
days of its receipt of such request, then Buyer shall be deemed to have granted
its consent.  If Seller enters into (A) any new Lease or renews any
existing Lease after the date of this Agreement with the approval of Buyer (or
deemed approval of Buyer pursuant to this Section 3.4(d) or (B) any Pending
Lease (each such new Lease and renewal or Pending Lease, a “New Lease”), then
each such New Lease shall be included in the definition of “Leases” herein and
deemed added to Schedule
3.3(c)(i).




(e)      Litigation;
Defaults.  Advise Buyer promptly of (i) any litigation,
arbitration proceeding or administrative hearing (including condemnation) before
any Governmental Authority which affects Seller, the Companies or the Properties
and is instituted after the date of this Agreement, and (ii) any material
default under any Lease, Contract, REA or other material agreement affecting or
pertaining to the Properties which Seller becomes aware of following the date of
this Agreement.   Seller shall not, and shall not permit the
Owner Entities to, enter into any settlement of any litigation relating to the
Properties or the Companies without the prior written consent of Buyer;
provided, however, Seller and/or the Owner Entities may enter into and finalize
any settlement described on Schedule 3.3(f) so
long as part of the settlement a full release of the Owner Entities is obtained
and the terms of such settlement (other than a settlement of the American Eagle
litigation as described and substantially in accordance with the terms set forth
on Schedule
3.3) do not have an adverse economic impact on the
Properties.




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(f)   
   Performance Under
Leases.  Perform, or cause their agents to perform, all
obligations of landlord or lessor under the Leases consistent with past practice
and in the ordinary course of business.




(g)      Third Party
Loans.




(i)           Comply
in all material respects with the terms of the TPL Documents, and not amend,
supplement, or otherwise modify any of the Third Party Loans or the TPL
Documents related to such Third Party Loans without the prior written consent of
Buyer, which consent may be granted or withheld in its sole
discretion.




(ii)           Within
5 Business Days following the date of this Agreement, Seller shall submit a
written request for the TPL Assumption Consents to the holders of the Third
Party Loans in a form as required by the holders of such Third Party
Loans.  The form and substance of such request (and any accompanying
materials) shall be subject to the prior approval of Buyer, not to be
unreasonably withheld, and shall include a request to a modification of the TPL
Documents relating to transfer provisions and the ability for the Venture, Buyer
or an affiliate thereof to have the right in the future to replace the existing
guarantor and/or manager under the TPL Documents.




(iii)           Seller
and Buyer shall each use commercially reasonable efforts (but shall not be
required to pursue litigation against the holder of any Third Party Loan) to
obtain the TPL Assumption Consents.  Seller shall use commercially
reasonable efforts (but shall not be required to pursue litigation against the
holder of any Third Party Loan) to obtain the TPL Estoppels.  Seller
and Buyer shall execute and deliver such information and documents as is
reasonably requested by the holders of the Third Party Loans and any applicable
rating agencies in their respective evaluations of the request for the TPL
Assumption Consents.




(h)      Existing Management
Agreements.  Terminate the Existing Management Agreements
affecting the Properties at or prior to the Closing.  All termination
fees and any other costs and expenses relating to such termination shall be the
responsibility solely of Seller, and neither Buyer nor the Venture shall have
any responsibility or liability therefor.




(i)      
New
Financing.  Not create, incur or suffer to exist any mortgage, deed
of trust, lien, pledge or other encumbrance in any way affecting any portion of
such the Properties or the Membership Interests, other than the TPL
Documents.




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(j)      Taxes, Charges,
etc.  Continue to pay or cause to be paid all Taxes, water and
sewer charges, utilities and obligations under the Contracts.




(k)      Transfers.  Not
transfer, sell or otherwise dispose of the Properties, the Membership Interests
or any item of each Company’s Personal Property without the prior written
consent of Buyer, except for the use, consumption and replacement of inventory
and supplies, and the replacement of worn out, obsolete and defective tools,
furniture, fixtures, equipment and appliances, in the ordinary course of
business.




(l)    
  Entity
Agreements. Not amend, or permit the amendment of, any of the Entity
Agreements or Organizational Documents.




(m)     REAs and Operating
Covenants.  Perform all obligations under the REAs and enforce
in a commercially reasonably manner its rights thereunder and not to amend,
modify or terminate any REA without Buyer’s prior written consent.




(n)      Issuances.  Not
issue, sell, pledge, dispose of, grant, encumber, license or otherwise subject
to any Lien, or authorize such issuance, sale, pledge, disposition, grant or
encumbrance of or subjection to such Lien, (i) any interests of the Companies,
or any options, warrants, convertible securities or other rights of any kind to
acquire any interests of the Company, or (ii) share appreciation, phantom
shares, profit participation or similar rights.




(o)      Acquisitions.  Not
permit any Company to (i) acquire (including by merger, consolidation, or
acquisition of stock or assets or any other business combination) any
corporation, partnership, other business organization (or any division thereof)
or any property or asset, except personal property acquired to the extent
permitted by this Agreement; (ii) acquire, enter into or extend any option to
acquire, or exercise an option to acquire, real property or commence
construction of, or enter into any Contract to develop or construct, other real
estate projects; (iii) make investments in Persons; or (iv) merge, consolidate
or combine with any other Person.




(p)      Owner Interests
Assignment.  Immediately prior to Closing, contribute the Owner
Membership Interests to the Venture pursuant to the Owner Interests
Assignment.




(q)      Personal Property;
Trademarks; and Domain Names.  Seller shall cause to be
contributed to the Venture or the applicable Owner Entity prior to the Closing
free and clear of any Liens the following items to the extent currently not held
by the Owner Entities: (i) any Personal Property that is material to the
operation of any of the Properties, (ii) the Trademarks and (iii) the Domain
Names.  The provisions of this Section 3.4(q) shall survive the
Closing hereunder.




(r)      Security Deposits; Marketing
Funds.  Seller shall cause to be contributed or assigned to the
Venture or the applicable Owner Entity on or prior to the Closing all marketing
or promotional funds and cash security deposits as reflected in the Leases and
Short Term Leases and which were made by tenants under all Leases or Short Term
Leases in effect as of the Closing, except to the extent there has been an
application of such security deposits or marketing funds pursuant to the terms
and provisions of the applicable Lease and Short Term Lease.  Any
security deposits in a form other than cash (including letters of credit) not
held in the name of the Owner Entities shall be transferred by Seller to the
Venture or the applicable Owner Entity on or prior to the Closing Date by way of
appropriate instruments of transfer or assignment, subject to subsection 6.2(c).
 In the event any letter of credit is not assignable, Seller shall use
commercially reasonable efforts after Closing to provide the Venture, at no cost
to the Venture, with the economic benefits of such letter of credit by enforcing
such property (solely at the Venture’s direction) for the benefit the Venture.
 The provisions of this Section 3.4(r) shall survive the Closing
hereunder.




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Section
3.5     Tenant
Estoppels.




(a)      Within
seven Business Days following the date of this Agreement, Seller shall prepare
and deliver to each Tenant at the Properties an estoppel certificate in the form
of Exhibit C
attached hereto (the “Tenant Estoppel”) or
such other form as a Tenant is permitted to deliver under its respective Lease,
and request each such Tenant to execute and deliver the Tenant Estoppel to
Seller.  Seller shall use commercially reasonable efforts to obtain
the prompt return of the executed Tenant Estoppels in substantially the same
form as Exhibit
C from each Tenant at the Properties (without the obligation to make any
payments or grant any concessions under the Leases).  If a Tenant
returns an executed Tenant Estoppel to Seller, Seller shall promptly following
receipt thereof deliver to Buyer a copy of such executed Tenant
Estoppel.




(b)      It
shall be a condition to Buyer’s obligation to consummate the transactions
contemplated under this Agreement on or before the Closing, that Seller deliver
to Buyer from (i) each of the Tenants listed on Schedule 3.5(b)(i)
attached hereto (the “Major Tenants”)and (ii) Tenants
occupying at least 75% of the rented area of each Property (exclusive of the
rented area leased by Tenants listed on Schedule 3.5(c)),
signed tenant estoppel certificates (the “Required Tenant
Estoppels”) that are substantially in the form of the Tenant Estoppel,
and which do not allege any material defaults by the Owner Entities or accrued
and outstanding offsets or defenses under the relevant Lease nor contain any
materially adverse deviations between (x) the information specified in said
Tenant Estoppel and (y) (i) the representations and warranties of Seller set
forth in this Agreement or (ii) the Leases to which such Tenant Estoppel
relates.  Notwithstanding anything to the contrary, if Seller fails to
deliver each of the Required Estoppels at the Closing after using commercially
reasonable efforts, Seller may deliver certificates executed by Seller in the
form attached as Exhibit D hereto (the
“Seller
Estoppels”), which shall be dated as of the Closing Date for (i) no more
than 10% of the Required Tenant Estoppels for Tenant that are not Major Tenants
and (ii) one Major Tenant at each Property (other than those Major Tenants set
forth on Schedule
3.5(b)(ii) attached hereto (each, a “Designated Major
Tenant”).




Section
3.6     REA
Estoppels.




(a)      Within
seven Business Days following the date of this Agreement, Seller shall prepare
and deliver to each Required REA Party an estoppel certificate in the form of
Exhibit E
attached hereto (the “REA Estoppel”) or
such other form as the applicable Required REA Party is permitted to deliver
under the relevant REA and request each such Required REA Party to execute and
deliver the REA Estoppel to Seller.  Upon receipt of an executed REA
Estoppel, Seller shall promptly deliver a copy of the same to
Buyer.




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(b)      It
shall be a condition to Buyer’s obligation to consummate the transactions
contemplated under this Agreement on or before the Closing, that Seller deliver
to Buyer signed estoppel certificates from each Required REA Party substantially
in the form of the REA Estoppel (the “Required REA
Estoppels”) and which do not allege any material defaults by the Owner
Entities or accrued and outstanding offsets or defenses under the relevant REA
nor contain any materially adverse deviations between (x) the information
specified in said REA Estoppel and (y) (i) the representations and warranties of
Seller set forth in this Agreement or (ii) the REA as to which such REA Estoppel
relates




Section
3.7     Business
Plan. On
or before November 20, 2009, Seller shall deliver to Buyer the proposed Business
Plan and Operating Budget for each Property (each as defined in the applicable
Property Management & Leasing Agreement) for the 2010 calendar year in
accordance with the terms and provisions of the Property Management &
Leasing Agreements, which shall be subject to the review and approval of Buyer
in accordance with the terms of the Property Management & Leasing
Agreements.




Section
3.8     Updating Representations,
Warranties and Schedules. Seller
shall have the right to amend and supplement the schedules to this Agreement
from time to time prior to the Closing to reflect changes since the date of this
Agreement by providing a written copy of such amendment or supplement to Buyer;
provided, however, that any amendment or supplement to the schedules to this
Agreement shall have no effect for the purposes of determining whether Section
5.2(a) has been satisfied if the matter raised in such supplement has a material
adverse effect relating to the operation, ownership or business of the
applicable Property, but shall have effect only for the purposes of limiting the
defense and indemnification obligations of Seller under Section 11.1(a) for the
inaccuracy or untruth of the representation or warranty qualified by such
amendment or supplement.




ARTICLE
IV





REPRESENTATIONS, WARRANTIES
AND COVENANTS OF BUYER





Section
4.1      Representations and
Warranties of Buyer .  Buyer
hereby represents, warrants and covenants to Seller as of the date hereof as
follows:




(a)      Formation;
Existence .  It
is a limited liability company duly organized, validly existing and in good
standing under the laws of the State of Delaware.




(b)      Power;
Authority .  It
has all requisite power and authority to enter into this Agreement, to perform
its obligations hereunder and to consummate the transactions contemplated
hereby.  The execution, delivery and performance of this Agreement,
the purchase of the BREP JV Interest and the consummation of the transactions
provided for herein have been duly authorized by all necessary action on the
part of Buyer.  This Agreement has been duly executed and delivered by
Buyer and constitutes the legal, valid and binding obligation of Buyer
enforceable against Buyer in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or other laws affecting creditors’ rights and by general principles
of equity (whether applied in a proceeding at law or in equity).




-29-




(c)      No
Consents .  No
consent, license, approval, order, permit or authorization of, or registration,
filing or declaration with, any court, administrative agency or commission or
other Governmental Authority or instrumentality, domestic or foreign, is
required to be obtained or made in connection with the execution, delivery and
performance of this Agreement or any of the transactions required or
contemplated hereby.




(d)      No
Conflicts .  The
execution, delivery and compliance with, and performance of the terms and
provisions of, this Agreement, and the purchase of the BREP JV Interest, will
not (a) conflict with or result in any violation of its organizational
documents, (b) conflict with or result in any violation of any provision of any
bond, note or other instrument of indebtedness, contract, indenture, mortgage,
deed of trust, loan agreement, lease or other agreement or instrument to which
it is a party in its individual capacity, or (c) violate any existing term or
provision of any order, writ, judgment, injunction, decree, statute, law, rule
or regulation applicable to it or its assets or properties.




(e)      Prohibited Persons.
Buyer is not a Prohibited Person.  To Buyer’s knowledge, none of its
investors or their affiliates, acting or benefiting in any capacity in
connection with this Agreement is a Prohibited Person.




ARTICLE
V





CONDITIONS PRECEDENT TO
CLOSING





Section
5.1     Conditions Precedent to
Seller’s Obligations .  The
obligation of Seller to consummate the transfer of the BREP JV Interest to Buyer
on the Closing Date is subject to the satisfaction (or waiver by Seller) as of
the Closing of the following conditions:




(a)      Each
of the representations and warranties made by Buyer in this Agreement shall be
true and correct in all material respects when made and on and as of the Closing
Date as though such representations and warranties were made on and as of the
Closing Date;




(b)      Buyer
shall have performed or complied in all material respects with each obligation
and covenant required by this Agreement to be performed or complied with by
Buyer on or before the Closing;




(c)      No
order or injunction of any court or administrative agency of competent
jurisdiction nor any statute, rule, regulation or executive order promulgated by
any governmental authority of competent jurisdiction shall be in effect as of
the Closing which restrains or prohibits the transfer of the BREP JV Interest or
the consummation of any other transaction contemplated hereby;




(d)      No
action, suit or other proceeding shall be pending which shall have been brought
by any person or entity (other than the parties hereto and their affiliates) (i)
to restrain, prohibit or change in any material respect the purchase and sale of
the BREP JV Interest or the consummation of any other transaction contemplated
hereby or (ii) seeking material damages with respect to such purchase and sale
or any other transaction contemplated hereby.




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(e)      Seller
shall have received all of the documents required to be delivered by Buyer under
Article VI;




(f)      Seller
shall have received the Purchase Price in accordance with Section 2.2;
and




(g)      Seller
shall have obtained the TPL Assumption Consents.




Section
5.2    Conditions Precedent to
Buyer’s Obligations .  The
obligation of Buyer to purchase the BREP JV Interest and pay the Purchase Price
to Seller is subject to the satisfaction (or waiver by Buyer) as of the Closing
of the following conditions:




(a)      Each
of the representations and warranties made by Seller in this Agreement shall be
true and correct in all material respects when made and on and as of the Closing
Date as though such representations and warranties were made on and as of the
Closing Date;




(b)      Seller
shall have performed or complied in all material respects with each obligation
and covenant required by this Agreement to be performed or complied with by
Seller on or before the Closing;




(c)      No
order or injunction of any court or administrative agency of competent
jurisdiction nor any statute, rule, regulation or executive order promulgated by
any governmental authority of competent jurisdiction shall be in effect as of
the Closing which restrains or prohibits the transfer of the applicable BREP JV
Interest or the consummation of any other transaction contemplated
hereby;




(d)      No
action, suit or other proceeding shall be pending which shall have been brought
by any person or entity (other than the parties hereto and their affiliates) (i)
to restrain, prohibit or change in any material respect the purchase and sale of
the BREP JV Interest or the consummation of any other transaction contemplated
hereby or (ii) seeking material damages with respect to such purchase and sale
or any other transaction contemplated hereby;




(e)      Title
to the Properties shall be held by each applicable Company in the manner
required under Section 8.1;




(f)      The
Title Company shall be irrevocably committed to issue the Lloyd Title Policy as
of the Closing Date;




(g)      Buyer
shall have received all of the documents required to be delivered by Seller
under Article VI;




(h)      Buyer
shall have received the Required Tenant Estoppels and the Required REA
Estoppels;




(i)      The
TPL Assumption Consents have been obtained; and




(j)      Buyer
shall have received the TPL Estoppel from the Westshore Lender.




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ARTICLE
VI





CONVEYANCE
DOCUMENTS





Section
6.1     Buyer
Deliveries. Buyer
will deliver the following documents on the Closing Date:




(a)      With
respect to the BREP JV Interest, an assignment and assumption of membership
interests, between Seller, as assignor, and Buyer, as assignee, substantially in
the form of Exhibit
F attached hereto (the “BREP JV Interest
Assignment”), duly executed by Buyer;




(b)      The
Venture Agreement, duly executed by Buyer;




(c)      With
respect to each Property, a property management and leasing services agreement
in the form of Exhibit
G attached hereto (a “Property Management &
Leasing Agreement”), between the applicable Owner Entity and the Existing
Manager;




(d)      With
respect to the Third Party Loans, such documents and instruments as the holders
of the Third Party Loans and any applicable rating agencies shall reasonably
require in connection with obtaining the TPL Assumption Consents;
and




(e)      With
respect to the transactions contemplated hereunder:




(i)           such
other assignments, instruments of transfer, and other documents as Seller may
reasonably require in order to complete the transactions contemplated hereunder
or to evidence compliance by Buyer with the covenants, agreements,
representations and warranties made by it hereunder, in each case, duly executed
by Buyer;




(ii)           a
duly executed and sworn Secretary’s Certificates from Buyer certifying that
Buyer has taken all necessary action to authorize the execution of all documents
being delivered hereunder and the consummation of all of the transactions
contemplated hereby and that such authorization has not been revoked, modified
or amended;




(iii)           an
executed and acknowledged Incumbency Certificate from Buyer certifying the
authority of the officers of Buyer to execute this Agreement and the other
documents delivered by Buyer to Seller at the Closing; and




(iv)           any
returns or forms which are required by law regarding transfer taxes or property
appraisal and the regulations issued pursuant thereto or are otherwise required
in connection with the payment of all state or local real property transfer
taxes that are payable or arise as a result of the consummation of the
transactions contemplated by this Agreement, in each case, as prepared by
Seller.




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Section
6.2    Seller
Deliveries. Seller
shall deliver the following documents on the Closing Date:




(a)      The
Owner Interests Assignment, duly executed by Seller, as assignor, and the
Venture, as assignee;




(b)      The
BREP JV Interest Assignment, duly executed by Seller;




(c)      The
Venture Agreement, duly executed by Seller;




(d)      The
Property Management & Leasing Agreement for each Property, duly executed by
the Existing Manager;




(e)      With
respect to the Third Party Loans, (i) such documents and instruments as the
holders of the Third Party Loans and any applicable rating agencies shall
reasonably require in connection with obtaining the TPL Assumption Consents and
(ii) evidence that all fees, costs and other charges in connection with
obtaining the TPL Assumption Consents have been paid in accordance with the
terms of Section 9.1(a);




(f)      Evidence
reasonably satisfactory to Buyer of the termination of all Existing Management
Agreements; and




(g)      With
respect to the transactions contemplated hereunder:




(i)           such
other assignments, instruments of transfer, and other documents as Buyer may
reasonably require in order to complete the transactions contemplated hereunder
or to evidence compliance by Seller with the covenants, agreements,
representations and warranties made by it hereunder;




(ii)           a
duly executed and sworn Secretary’s Certificate from the general partner of
Seller certifying that Seller has taken all necessary action to authorize the
execution of all documents being delivered hereunder and the consummation of all
of the transactions contemplated hereby and that such authorization has not been
revoked, modified or amended;




(iii)           an
executed and acknowledged Incumbency Certificate from the general partner of
Seller  certifying the authority of the officers of the general
partner of Seller to execute this Agreement and the other documents delivered by
Seller to Buyer or the Venture at the Closing;




(iv)           any
returns or forms which are required by law regarding transfer taxes or property
appraisal and the regulations issued pursuant thereto or are otherwise required
in connection with the payment of all state or local real property transfer
taxes that are payable or arise as a result of the consummation of the
transactions contemplated by this Agreement, in each case, as prepared by
Seller.; and




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(v)           an
affidavit that Seller is not a “foreign person” within the meaning of the
Foreign Investment in Real Property Tax Act of 1980, as amended, in
substantially the form of Exhibit Hattached
hereto.




ARTICLE
VII





INSPECTION





Section
7.1     General Right of
Inspection .  Prior
to Closing, Buyer and its agents shall have the right to inspect each Property
and the books and records relating to each Property and each Company, including
the right to undertake such studies of the Properties and physical inspections
of the Properties as Buyer deems appropriate and to interview (a) the Tenants
under Leases and (b) the general managers, asset managers, and corporate level
officers, directors, officers, management-level employees and agents of Seller
and each Company responsible for, or involved with, the management or operation
of the Properties provided that (i) Buyer shall first give Seller reasonable
advance notification of its intention to conduct any such inspection or
interview, (ii) Buyers shall permit a representative of Seller to accompany
Buyer and/or its agents during any such inspection or interview if Seller shall
make such a representative available, and (iii) such inspection or interview
shall not unreasonably impede the normal day-to-day business operation of such
Property.  Buyer’s right of inspection of each Property shall be
subject to the rights of the Tenants.  Buyer hereby indemnifies and
agrees to defend and hold Seller harmless from all loss, cost (including,
without limitation, reasonable attorneys’ fees), claim or damage arising in
connection with or from any such inspection by Buyer or its agents, except to
the extent resulting from the gross negligence or willful misconduct of Seller
or the Companies.




Section
7.2     Examination .  In
entering into this Agreement, Buyer has not been induced by and has not relied
upon any written or oral representations, warranties or statements, whether
express or implied, made by Seller, any partner of Seller, or any affiliate,
agent, employee, or other representative of any of the foregoing or by any
broker or any other person representing or purporting to represent Seller, with
respect to the BREP JV Interest or any other matter affecting or relating to the
transactions contemplated hereby, other than those expressly set forth in this
Agreement.  Buyer acknowledges and agrees that, except as expressly
set forth herein, Seller makes no representations or warranties whatsoever,
whether express or implied or arising by operation of law, with respect to the
BREP JV Interest or the Properties.  SUBJECT TO THE TERMS OF THIS
AGREEMENT (INCLUDING SECTION 11.1) BUYER AGREES THAT THE BREP JV INTEREST WILL
BE SOLD AND CONVEYED TO (AND ACCEPTED BY) BUYER AT THE CLOSING IN THE THEN
EXISTING CONDITION OF THE BREP JV INTEREST AND THE PROPERTIES, AS IS, WHERE IS,
WITH ALL FAULTS, AND WITHOUT ANY WRITTEN OR VERBAL REPRESENTATIONS OR WARRANTIES
WHATSOEVER, WHETHER EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW, other
than representations and warranties of Seller expressly set forth in this
Agreement.




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ARTICLE
VIII





TITLE AND PERMITTED
EXCEPTIONS





Section
8.1      Permitted
Exceptions .  On
the Closing Date, each of the Owner Entities shall hold title to the applicable
Property subject only to the Permitted Exceptions with respect to such
Property.




Section
8.2      Intentionally
Omitted.




Section
8.3      Use of Cash Consideration
Amount to Discharge Title Exceptions .  If,
at the Closing, there are any title exceptions applicable to a Property which
are not Permitted Exceptions for such Property and which Seller is obligated by
this Agreement or elects to pay and discharge, then Seller may use any portion
of the Purchase Price to satisfy the same, provided that Seller shall have
delivered to Buyer at the Closing instruments in recordable form sufficient to
satisfy such title exceptions of record, together with the cost of any
applicable recording or filing fees.  The existence of any such liens
or encumbrances shall not be deemed objections to title if Seller shall comply
with the foregoing requirements.  Any due and unpaid liens for
delinquent taxes, water charges and assessments applicable to the period prior
to the Closing Date shall not be objections to title, but the amount thereof
plus any interest and penalties thereon shall be deducted from the Purchase
Price payable at Closing, subject to the provisions for apportionment of taxes,
water charges and assessments contained in Article X of this
Agreement.




Section
8.4      Inability to
Convey .  Except
as expressly set forth in Section 8.6, nothing contained in this Agreement shall
be deemed to require Seller to take or bring any action or proceeding or any
other steps to remove any title exception or to expend any moneys therefor, nor
shall Buyer have any right of action against Seller, at law or in equity, for
Seller’s inability to cause title to the Properties to be held by the Owner
Entities on the Closing Date subject only to the Permitted
Exceptions.




Section
8.5      Rights in Respect of
Inability to Convey .  In
the event that Seller shall be unable to cause title to the Properties to be
held by the Owner Entities on the Closing Date subject only to the Permitted
Exceptions, and Buyer shall not, prior to the Closing Date (as it may have been
adjourned in accordance with this Agreement), give written notice to Seller that
Buyer is willing to waive objection to each title exception which is not a
Permitted Exception for the applicable Property and close this transaction
without abatement of the Gross Asset Value, credit or allowance of any kind or
any claim or right of action against Seller for damages or otherwise, Seller
shall have the right, at Seller’s sole election, to either (a) take such action
as Seller shall deem advisable to discharge each such title exception which is
not a Permitted Exception or (b) terminate this Agreement.  In the
event Seller shall elect to take action to discharge each such title exception
which is not a Permitted Exception, Seller shall be entitled to one or more
adjournments of the Closing Date for a period not to exceed 30 days in the
aggregate (inclusive of any adjournments made by Seller pursuant to Section 8.6
hereof), and the Closing shall be adjourned to a date specified by Seller not
beyond such 30 day period.  If, for any reason whatsoever, Seller
shall not have succeeded in discharging each such title exception at the
expiration of such adjournment(s) and if Buyer shall not, prior to the
expiration of the last of such adjournments, give notice to Seller that Buyer is
willing to waive objection to each such title exception and to close this
transaction without abatement of the Gross Asset Value, credit or allowance of
any kind or any claim or right of action against Seller for damages or
otherwise, this Agreement shall be deemed to be terminated as of the last date
to which the Closing Date was adjourned by Seller pursuant to this Article
VIII.  Upon termination of this Agreement pursuant to this Section
8.5, (x) the Earnest Money shall be refunded to Buyer and (y) neither party
shall have any further rights or obligations hereunder other than those which
expressly survive the termination of this Agreement or as otherwise provided in
this Agreement.  The provisions of this Section 8.5 shall be subject
to Seller’s and Buyer’s rights and obligations with respect to Voluntary Title
Exceptions and Monetary Title Exceptions as set forth in Section
8.6.




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Section
8.6      Voluntary Title
Exceptions;
Monetary Title Exceptions (a).  If,
from time to time prior to the Closing, Buyer shall become aware of any
Voluntary Title Exceptions or Monetary Title Exceptions, then Buyer shall
promptly notify Seller thereof, which notice shall describe in reasonable detail
the Voluntary Title Exceptions(s) and/or Monetary Title Exceptions and the
applicable Property.  Seller shall be obligated to discharge all
Voluntary Title Exceptions and discharge, bond or cause the Title Company to
insure over all Monetary Title Exceptions on or prior to Closing; provided, however, that the
maximum amount which Seller shall be required to expend in the aggregate in
connection with the removal of Monetary Title Exceptions which are not Voluntary
Title Exceptions shall be $5,000,000.  Seller shall be entitled to one
or more adjournments of the Closing Date not to exceed 30 days in the aggregate
(inclusive of any adjournments made by Seller pursuant to Section 8.5 hereof) to
discharge all Voluntary Title Exceptions and Monetary Title
Exceptions.  In the event Buyer notifies Seller of one or more
Monetary Title Exceptions which individually or in the aggregate would require
Seller to expend more than $5,000,000 to remove, then Seller shall not be
required to cause such Monetary Title Exception(s) to be removed and Buyer may
elect to (a) accept title to the Properties subject to such Monetary Title
Exception(s) at Closing, at which time Buyer shall receive a credit against the
Gross Asset Value in the amount of $5,000,000 or (b) terminate this Agreement
and receive a refund of the Earnest Money, and in the event of such termination
neither party shall have any further rights or obligations hereunder other than
those which expressly survive the termination of this Agreement.




Section
8.7      Buyer’s Right to Accept
Title .
 Notwithstanding the foregoing provisions of this Article VIII, Buyer may,
by notice given to Seller at any time prior to the Closing Date (as it may have
been adjourned by Seller pursuant to this Article VIII), elect to accept such
title as Seller can convey, notwithstanding the existence of any title
exceptions which are not Permitted Exceptions.  In such event, this
Agreement shall remain in effect and the parties shall proceed to Closing but,
Buyer shall not be entitled to any abatement of the Gross Asset Value, any
credit or allowance of any kind or any claim or right of action against Seller
for damages or otherwise by reason of the existence of any title exceptions
which are not Permitted Exceptions.




Section
8.8      Cooperation .  Buyer
and Seller shall cooperate with the Title Company in connection with obtaining
the Lloyd Title Policy.  In furtherance and not in limitation of the
foregoing, at or prior to the Closing, Buyer and Seller shall deliver to the
Title Company such affidavits, certificates and other instruments as are
reasonably requested by the Title Company and customarily furnished in
connection with the issuance of such endorsements or policies, including,
without limitation, (a) evidence sufficient to establish (x) the legal existence
of Buyer and Seller and (y) the authority of the respective signatories of
Seller and Buyer to bind Seller and Buyer, as the case may be, and (b) a
certificate of good standing of Seller.  Further, Seller shall deliver
to the Title Company such affidavits as are sufficient to enable the Title
Company to issue the Lloyd Title Policy.




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ARTICLE
IX





TRANSACTION COSTS; RISK OF
LOSS





Section
9.1      Transaction
Costs .




(a)      At
Closing, Seller shall pay Seller’s Proportionate Share, and Buyer shall pay
Buyer’s Proportionate Share, of (1) any real property transfer taxes, deed
stamps, conveyance taxes, documentary stamp taxes and other similar transfer
taxes or charges payable as a result of the transfer of the BREP JV Interest to
Buyer (“Transfer
Taxes”), and (2) all costs and expenses incurred under the Third Party
Loans in connection with the transactions contemplated hereunder, including,
without limitation, assumption fees, expenses and similar amounts, if any,
payable to holders of the Third Party Loan in connection therewith and legal
fees, title fees, mortgage assumption fees and taxes, other fees and closing
costs required in connection with the TPL Assumption Consents (“Assumption Costs”);
provided,
however, that Buyer’s liability for Transfer Taxes shall not exceed
$720,000 and Buyer’s liability for Assumption Costs shall not exceed $600,000
(it being acknowledged and agreed that Seller shall be obligated to pay 100% of
any amounts in excess of (x) in the case of Transfer Taxes, $1,200,000, and (y)
in the case of Assumption Costs, $1,000,000.




(b)      Seller
and Buyer shall each be responsible for the payment of its own due diligence
costs and the costs of its respective legal counsel, advisors and other
professionals employed thereby in connection with the sale of the BREP JV
Interest.




(c)      Seller
shall pay Seller’s Proportionate Share, and Buyer shall pay Buyer’s
Proportionate Share, of the costs and expenses in connection with (i) all title
reports or abstracts with respect to the Properties as well as all survey and
search costs and updates related thereto, in each case commissioned by Buyer,
and (ii) the policy premiums in respect of any fee or mortgage title insurance
(or endorsements to any such existing policies) obtained at
Closing.




(d)      Each
party to this Agreement shall indemnify the other party and its respective
successors and assigns from and against any and all loss, damage, cost, charge,
liability or expense (including court costs and reasonable attorneys’ fees)
which such other indemnified party may sustain or incur as a result of the
failure of the indemnifying party to timely pay any of the aforementioned taxes,
fees or other charges for which it has assumed responsibility under this Section
9.1.




Section
9.2      Risk of
Loss.




(a)      If,
on or before the Closing Date, any Property or any “material portion” thereof
shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a
result of any condemnation or eminent domain proceeding, Seller shall promptly
notify Buyer, and Buyer may either at or prior to the Closing, in its sole
discretion:




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(i)           terminate
this Agreement in its entirety, in which event the Earnest Money shall be
returned to Buyer, this Agreement shall be deemed terminated and neither party
shall have any further rights or obligations to the other, except for those
expressly stated to survive the termination of this Agreement (including,
without limitation, Section 13.2(c)); or




(ii)           consummate
the Closing, in which event Seller will credit against the Gross Asset Value an
amount equal to the sum of (x) the net proceeds, if any, received by Seller from
such casualty or condemnation and (y) the applicable deductible, if any, with
respect to such casualty.  If as of the Closing Date, Seller has not
received any such insurance or condemnation proceeds, then the parties shall
nevertheless consummate the conveyance of the BREP JV Interest on the Closing
Date (without any deduction for such insurance or condemnation proceeds) and
Seller will at Closing assign to the Venture all rights of Seller, if any, to
the insurance or condemnation proceeds and to all other rights or claims arising
out of or in connection with such casualty or condemnation.




(b)      For
purposes of this Section 9.2, a “material portion” of a Property shall mean any
portion which adversely affects access to any Property, otherwise adversely
impacts the operation of the Property (including, without limitation, the
sufficiency of parking at such Property), or which the cost to repair or restore
will be equal to or in excess of 10% of the Allocated Asset Value of such
Property.




ARTICLE
X





ADJUSTMENTS





Unless
otherwise provided below, the following are to be adjusted and prorated as of
11:59 P.M. on the day preceding the Closing Date, based upon a 365 day year, and
the net amount thereof under Section 10.1 shall either increase the Gross Asset
Value or be credited against the Gross Asset Value:




Section
10.1     Fixed Rents and Additional
Rents.




(a)      Fixed
rents (“Fixed
Rents”) and Additional Rents (as hereinafter defined; Fixed Rents and
Additional Rents collectively referred to herein as “Rents”) paid or
payable by the Tenants in connection with their occupancy of the Properties
shall be adjusted and prorated on an if, as and when collected
basis.  Neither Seller nor Buyer shall receive credit at Closing for
any payment of Rents or Additional Rents due but not paid as of the
Closing.  Any Rents collected by Seller, the Venture or any Owner
Entity after the Closing from any Tenant who owes Rents for periods prior to the
Closing, shall be applied (i) first, in payment of Rents owed by such Tenant for
the month in which the Closing occurs, (ii) second, in payment of current
rentals at the time of receipt, (iii) third, to delinquent rentals, if any,
which became due after the Closing, and (iv) then to delinquent rentals, if any,
which became due and payable prior to the Closing.   Such Rent,
less any costs of collection (including reasonable counsel fees) reasonably
allocable thereto, shall be adjusted and prorated as provided above, and the
party who receives such amount shall promptly pay over to the other party the
portion thereof to which it is entitled.  For the purposes of this
provision, the term “Additional Rent”
shall mean any other amounts payable under any Lease for (i) the payment of
additional rent based upon a percentage of the tenant’s business during a
specified annual or other period (sometimes referred to as “percentage rent” or
“overages rent”), (ii) so-called common area maintenance or “CAM” charges, (iii)
so called “escalation rent” or additional rent based upon increases in real
estate taxes or operating expenses or labor costs or cost of living or porter’s
wages or otherwise, (iv) marketing, media and promotional charges and (v) other
reimbursements payable by any such Tenant.  Seller shall be
responsible for any liabilities arising out of or in connection with any rent
audits, including without limitation such audits as set forth on Schedule 3.3(c)(vi)
attached hereto, relating to the period prior to the Closing.




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(b)      The
Venture shall cause the Owner Entities to bill Tenants who owe Rents for periods
prior to the Closing on a monthly basis following the Closing and use
commercially reasonable efforts to attempt to collect such past due Rents, but
shall not be obligated to engage a collection agency or take legal action to
collect such amount.




(c)      To
the extent that any portion of Additional Rent is required to be paid monthly by
Tenants on account of estimated amounts for any calendar year (or, if
applicable, any lease year or any other applicable accounting period), and at
the end of such calendar year (or lease year, tax year or other applicable
accounting period, as the case may be), such estimated amounts are to be
recalculated based upon the actual expenses and other relevant factors for that
calendar (or lease) year or other applicable accounting period, with the
appropriate adjustments being made with such Tenants, then such portion of the
Additional Rent shall be prorated at the Closing based on such estimated
payments actually paid by tenants (i.e., with Seller entitled to retain all
monthly or other periodic installments of such amounts paid by Tenants which
relate to periods prior to Closing, Seller to pay to Buyer at the Closing all
monthly or other periodic installments of such amounts theretofore received by
Seller which relate to periods following the Closing).  At the time(s)
of final calculation and collection from (or refund to) each Tenant of the
amounts in reconciliation of actual Additional Rent for a period for which
estimated amounts paid by such Tenant have been prorated, there shall be a
re-proration between Seller and Buyer based on the Closing Date and the period
of time each party owned the BREP JV Interest.




Section
10.2      Taxes and
Assessments .  Real
estate (ad valorem) and personal property taxes and assessments (including any
assessments or charges under the REAs) assessed shall be adjusted and prorated
based on (a) the periods of ownership by Seller and Buyer and (b) the most
current official real property tax information available from the county
assessor’s office where the Properties are located or other assessing
authorities.  If real property tax and assessment figures for the
taxes or assessments to be apportioned between Buyer and Seller pursuant to this
Section 10.2 are not available, real property taxes shall be prorated based on
the most recent assessment, subject to further and final adjustment when the tax
rate and/or assessed valuation for such taxes and assessments for the Properties
is fixed.  In the event that the Properties or any part thereof shall
be or shall have been affected by an assessment or assessments, whether or not
the same become payable in annual installments, Seller shall, at the Closing, be
responsible for any installments due prior to the Closing and the Venture shall
be responsible for any installments due on or after the Closing.




Section
10.3      Water and Sewer
Charges .  Water
rates, water meter charges, sewer rents and vault charges, if any (other than
any such charges, rates or rents which are payable by Tenants of the Properties
pursuant to such Tenants’ Leases, for which no adjustment shall be made), shall
be adjusted and prorated on the basis of the fiscal period for which
assessed.  If there is a water meter, or meters, on the Properties,
Seller agrees that they shall at the Closing furnish a reading of same to a date
not more than 30 days prior to the Closing and the unfixed meter charges and the
unfixed sewer rent thereon for the time intervening from the date of the last
reading shall be apportioned on the basis of such last reading, and shall be
appropriately readjusted after the Closing on the basis of the next subsequent
bills.  Unmetered water charges shall be apportioned on the basis of
the charges therefor for the same period of the preceding calendar year, but
applying the current rate thereto.




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Section
10.4      Utility
Charges .  Gas,
steam, electricity and other public utility charges (other than any such charges
which are payable by Tenants of the Property pursuant to such Tenants’ Leases,
for which no adjustment will be made) pertaining to the period prior to the
Closing will be estimated at Closing based upon the most recent bills therefore,
and Seller shall credit such amount to the Venture.  When actual bills
are known for the periods in which the Closing occurs, Seller shall pay all such
utility charges as evidenced by such bill or bills pertaining to the period
prior to the Closing, and the Venture shall pay all such utility charges
pertaining to the period thereafter.




Section
10.5      Contracts .  Charges
and payments, and any pre-paid expenses incurred in the ordinary course of
business, paid by Seller under all Assumed Contracts for periods after the
Closing, including, without limitation, insurance premiums and other pre-paid
fees incurred in the ordinary course of business, shall be added to the Gross
Asset Value at Closing.




Section
10.6      Loan Reserves. All
amounts held in reserve or escrow accounts by either the Westshore Lender or the
Lloyd Lender at the time of Closing pursuant to the TPL Documents shall be added
to the Gross Asset Value at Closing.





Section
10.7      Miscellaneous
Revenues .  Revenues,
if any, arising out of telephone booths, vending machines, parking, or other
income producing agreements, shall be adjusted and prorated based upon the date
of Closing, on an if, as and when collected basis, and the party who receives
such amount shall promptly pay over to the other party the portion thereof to
which it is entitled.




Section
10.8      Closing Statement
Credit.  At Closing, Buyer shall receive a credit to the Purchase
Price in an amount equal to the Loan Amortization Credit.  The Loan
Amortization Credit shall not be taken into account in determining Adjusted
Gross Asset Value or Net Asset Value.




Section
10.9      Leasing
Costs .  Seller
shall be responsible for all Leasing Costs relating to Leases or renewals,
amendments, expansions and extensions of Leases, entered into or which first
become binding, prior to the date of this Agreement, including, without
limitation, the Leasing Costs set forth on Schedule 3.3(c)(vii)
and Schedule
3.3(d) attached hereto (the “Seller’s Leasing
Costs”).  The Venture shall be responsible for all Leasing
Costs other than Seller’s Leasing Costs, and shall assume the economic effect of
any “free rent” or other concessions pertaining to the period from and after the
Closing Date and expressly disclosed in the Leases.  Notwithstanding
anything in this Section 10.9 to the contrary, the Venture shall be responsible
for all Leasing Costs relating to renewals, amendments, expansions and
extensions of Leases, in each case to the extent such Leasing Costs relate to
renewal, expansion or extension rights of tenants under such Leases that are
exercised or amendments that are entered into, after the date of this
Agreement.  To the extent any Seller’s Leasing Costs have not been
fully paid as of the Closing Date, there shall be a credit at the Closing
against the Gross Asset Value in the amount of the balance of Seller’s Leasing
Costs remaining to be paid.




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Section
10.10    Other .  If
applicable, the Gross Asset Value shall be adjusted at the Closing to reflect
the adjustment of any other item which, under the explicit terms of this
Agreement, is to be apportioned at Closing.




Section
10.11    Re-Adjustment .  If
any items to be adjusted pursuant to this Article 10 are not determinable at the
Closing, the adjustment shall be made subsequent to the Closing when the charge
is determined.  Any errors or omissions in computing adjustments or
readjustments at the Closing or thereafter shall be promptly corrected or made,
provided that the party seeking to correct such error or omission or to make
such readjustment shall have notified the other party of such error or omission
or readjustment on or prior to the date that is one year following the
Closing.




Section
10.12    Survival. The
provisions of this Article X shall survive the Closing for 18
months.




ARTICLE
XI





INDEMNIFICATION





Section
11.1      Indemnification by
Seller .  Following
the Closing, Seller shall indemnify and hold Buyer, its affiliates, members and
partners, and the partners, shareholders, officers, directors, employees,
representatives and agents of each of the foregoing harmless from and against
any and all costs, fees, expenses, damages, deficiencies, interest and penalties
(including, without limitation, reasonable attorneys’ fees and disbursements)
suffered or incurred by any such indemnified party in connection with any and
all losses, liabilities, claims, damages and expenses (“Losses”), arising out
of, or in any way relating to (a) subject to Section 11.3, any breach of any
representation or warranty of Seller contained in this Agreement or in any
Conveyance Document, (b) any breach of any covenant of Seller contained in this
Agreement which survives the Closing or in any Conveyance Document, (c) any
claim, lawsuit or cause of action arising out of or in connection with the
operating, ownership and management of the Properties and the Companies on or
prior to the Closing Date, including, without limitation, the matters set forth
on Schedules
3.3(f) and 3.3(c)(iv) and (d)
the Excluded Liabilities.




Section
11.2      Indemnification by
Buyer .  Following
the Closing, Buyer shall indemnify and hold Seller, its affiliates, members and
partners, and the partners, shareholders, officers, directors, employees,
representatives and agents of each of the foregoing harmless from any and all
Losses arising out of, or in any way relating to (a) subject to Section 11.3,
any breach of any representation or warranty by Buyer contained in this
Agreement or in any Conveyance Document and (b) any breach of any covenant of
Buyer contained in this Agreement, which survives the Closing or in any
Conveyance Document.




Section
11.3      Survival .  The
representations and warranties contained in this Agreement and the Conveyance
Documents shall survive for a period of 18 months after the Closing, unless a
longer or shorter survival period is expressly provided for in this Agreement
and except that the representations and warranties contained in Section 3.2
shall survive the Closing indefinitely.




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Section
11.4      Indemnification as Sole
Remedy .  If
the Closing has occurred, the sole and exclusive remedy available to a party in
the event of a breach by the other party to this Agreement or any
representation, warranty, covenant or other provision of this Agreement or any
Conveyance Document which survives the Closing shall be the indemnifications
provided for under this Article XI.




ARTICLE
XII





RESERVED





ARTICLE
XIII





DEFAULT





Section
13.1      Buyer
Default




(a)      This
Agreement may be terminated by Seller on or prior to the Closing Date if (i) any
of the conditions precedent to Seller’s obligations set forth in Section 5.1
have not been satisfied or waived by Seller on or prior to the Closing Date or
(ii) there is a material breach or default by Buyer in the performance of its
obligation to purchase the BREP JV Interest under this Agreement.




(b)      In
the event this Agreement is terminated pursuant to Section 13.1(a), this
Agreement shall be null and void and of no further force or effect and neither
party shall have any rights or obligations against or to the other except (i)
for those provisions hereof which by their terms expressly survive the
termination of this Agreement and (ii) as set forth in Section
13.1(c).




(c)      In
the event Seller terminates this Agreement as a result of a material breach or
default by Buyer in its obligations to purchase the BREP JV Interest in
accordance with this Agreement, the Escrow Agent shall disburse the Earnest
Money to Seller in accordance with the provisions of Section 14.5, and upon such
disbursement Seller and Buyer shall have no further obligations under this
Agreement, except those which expressly survive such
termination.  Seller and Buyer hereby acknowledge and agree that it
would be impractical and/or extremely difficult to fix or establish the actual
damage sustained by Seller as a result of a default by Buyer, and agree that the
Earnest Money is a reasonable approximation thereof.  Accordingly, the
Earnest Money shall constitute and be deemed to be the agreed and liquidated
damages of Seller, and shall be paid by the Escrow Agent to Seller as Seller’s
sole and exclusive remedy hereunder.




Section
13.2      Seller
Default.




(a)      This
Agreement may be terminated by Buyer on or prior to Closing Date if (i) any of
the conditions precedent to Buyer’s obligations set forth in Section 5.2 have
not been satisfied or waived by Buyer on or prior to the Closing Date, or (ii)
there is a material breach or default by Seller in the performance of its
obligations under this Agreement.  In lieu of terminating this
Agreement in the event of a material breach or default by Seller, Buyer may
specifically enforce the terms and provisions of this Agreement.




-42-




(b)      If
Buyer elects to terminate this Agreement pursuant to Section 13.2(a), the Escrow
Agent shall immediately disburse the Earnest Money to Buyer, and upon such
disbursement Seller and Buyer shall have no further obligations under this
Agreement, except those which expressly survive such termination.




ARTICLE
XIV





MISCELLANEOUS





Section
14.1      Use of Blackstone
Name .  Neither
the Venture nor any affiliate (other than affiliates of Buyer), successor,
assignee or designee of the Venture shall be entitled to use the name
“Blackstone” in any way whatsoever except with the prior written approval of
Buyer.




Section
14.2      Intentionally
Omitted.




Section
14.3      Brokers .




i.           Seller
represents and warrants to Buyer that it has dealt with no broker, salesman,
finder or consultant with respect to this Agreement or the transactions
contemplated hereby other than Eastdil Secured.  Seller shall be
solely responsible for all fees and costs payable to Eastdil Secured in
connection with the transactions contemplated by this
Agreement.  Seller agrees to indemnify, protect, defend and hold Buyer
harmless from and against all claims, losses, damages, liabilities, costs,
expenses (including reasonable attorneys’ fees and disbursements) and charges
resulting from Seller’s breach of the foregoing representation in this Section
14.3(a).  The provisions of this Section 14.3 (a) shall survive the
Closing and any termination of this Agreement.




(a)           Buyer
represents and warrants to Seller that it has dealt with no broker, salesman,
finder or consultant, other than Eastdil with respect to this Agreement or the
transactions contemplated hereby.  Buyer agrees to indemnify, protect,
defend and hold Seller harmless from and against all claims, losses, damages,
liabilities, costs, expenses (including reasonable attorneys’ fees and
disbursements) and charges resulting from Buyer’s breach of the foregoing
representations in this Section 14.3(b).  The provisions of this
Section 14.3(b) shall survive the Closing and any termination of this
Agreement.




Section
14.4      Confidentiality;Press Release; IRS
Reporting Requirements




(a)           Buyer
and Seller shall hold as confidential all information disclosed in connection
with the transaction contemplated hereby and concerning each other, the BREP JV
Interest, this Agreement and the transactions contemplated hereby and shall not
release any such information to third parties without the prior written consent
of the other parties hereto, except (i) any information which was previously or
is hereafter publicly disclosed (other than in violation of this Agreement),
(ii) to their partners, advisers, underwriters, analysts, employees, affiliates,
officers, directors, consultants, lenders, equity sources, accountants, legal
counsel, title companies or other advisors of any of the foregoing, provided
that they are advised as to the confidential nature of such information and are
instructed to maintain such confidentiality and (iii) to comply with any federal
and state securities laws or any other law, rule or regulation.  The
foregoing shall constitute a modification of any prior confidentiality agreement
that may have been entered into by the parties.   The provisions
of this Section 14.4(a) shall survive the Closing or the termination of this
Agreement for a period of one year.




-43-




(b)           Seller
or Buyer may issue a press release with respect to this Agreement and the
transactions contemplated hereby (including the identity of the ultimate
controlling party of Buyer and Seller to the extent required by any federal or
state securities laws), provided that the content of any such press release
shall be subject to the prior review, comment and written consent of the other
party hereto prior to any such issuance.




(c)           For
the purpose of complying with any information reporting requirements or other
rules and regulations of the IRS that are or may become applicable as a result
of or in connection with the transaction contemplated by this Agreement,
including, but not limited to, any requirements set forth in proposed Treasury
Regulation Section 1.6045-4 and any final or successor version thereof
(collectively, the “IRS Reporting
Requirements”), Seller and Buyer hereby designate and appoint the Escrow
Agent to act as the “Reporting Person” (as
that term is defined in the IRS Reporting Requirements) to be responsible for
complying with any IRS Reporting Requirements.  The Escrow Agent
hereby acknowledges and accepts such designation and appointment and agrees to
fully comply with any IRS Reporting Requirements that are or may become
applicable as a result of or in connection with the transaction contemplated by
this Agreement.  Without limiting the responsibility and obligations
of the Escrow Agent as the Reporting Person, Seller and Buyer hereby agree to
comply with any provisions of the IRS Reporting Requirements that are not
identified therein as the responsibility of the Reporting Person.




Section
14.5     Escrow
Provisions .




(a)            The
Escrow Agent shall hold the Earnest Money in escrow in an interest-bearing bank
account at JPMorgan Chase Bank (the “Escrow
Account”).




(b)           The
Escrow Agent shall hold the Earnest Money in escrow in the Escrow Account until
the Closing or sooner termination of this Agreement and shall hold or apply such
proceeds in accordance with the terms of this Section 14.5(b).  Seller
and Buyer understand that no interest is earned on the Earnest Money during the
time it takes to transfer into and out of the Escrow Account.  At the
Closing, the Earnest Money shall be paid by the Escrow Agent to, or at the
direction of, Seller.  If for any reason the Closing does not occur
and either party makes a written demand upon the Escrow Agent for payment of
such amount, the Escrow Agent shall, within 24 hours give written notice to the
other party of such demand.  If the Escrow Agent does not receive a
written objection within five Business Days after the giving of such notice, the
Escrow Agent is hereby authorized to make such payment.  If the Escrow
Agent does receive such written objection within such five Business Day period
or if for any other reason the Escrow Agent in good faith shall elect not to
make such payment, the Escrow Agent shall continue to hold such amount until
otherwise directed by joint written instructions from the parties to this
Agreement or a final judgment of a court of competent
jurisdiction.  However, the Escrow Agent shall have the right at any
time to deposit the Earnest Money with the clerk of the court of New York
County.  The Escrow Agent shall give written notice of such deposit to
Seller and Buyer.  Upon such deposit the Escrow Agent shall be
relieved and discharged of all further obligations and responsibilities
hereunder.




-44-




(c)           The
parties acknowledge that the Escrow Agent is acting solely as a stakeholder at
their request and for their convenience, that the Escrow Agent shall not be
deemed to be the agent of either of the parties, and the Escrow Agent shall not
be liable to either of the parties for any act or omission on its part, other
than for its gross negligence or willful misconduct.  Seller and Buyer
shall jointly and severally indemnify and hold the Escrow Agent harmless from
and against all costs, claims and expenses, including attorneys’ fees and
disbursements, incurred in connection with the performance of the Escrow Agent’s
duties hereunder.




(d)           The
Escrow Agent has acknowledged its agreement to these provisions by signing this
Agreement in the place indicated following the signatures of Seller and
Buyer.




Section
14.6     Successors and Assigns; No
Third-Party Beneficiaries .  The
stipulations, terms, covenants and agreements contained in this Agreement shall
inure to the benefit of, and shall be binding upon, the parties hereto and their
respective permitted successors and assigns (including any successor entity
after a public offering of stock, merger, consolidation, purchase or other
similar transaction involving a party hereto) and nothing herein expressed or
implied shall give or be construed to give to any person or entity, other than
the parties hereto and such assigns, any legal or equitable rights
hereunder.




Section
14.7     Assignment .  This
Agreement may not be assigned by Buyer without the prior written consent of
Seller; provided, however, Buyer may
assign this Agreement to a single affiliate on or prior to the Closing provided
Buyer will continue to remain primarily liable under this Agreement
notwithstanding any such designation.




Section
14.8     Further
Assurances .  From
time to time, as and when requested by any party hereto, the other party shall
execute and deliver, or cause to be executed and delivered, all such documents
and instruments and shall take, or cause to be taken, all such further or other
actions as such other party may reasonably deem necessary or desirable to
consummate the transactions contemplated by this Agreement.




Section
14.9     Notices .  All
notices, demands or requests made pursuant to, under or by virtue of this
Agreement must be in writing and shall be (i) personally delivered, (ii)
delivered by express mail, Federal Express or other comparable overnight courier
service, (iii) telecopied, with telephone confirmation within one Business Day
or (iv) mailed to the party to which the notice, demand or request is being made
by certified or registered mail, postage prepaid, return receipt requested, as
follows:




-45-




(a)      To
Seller:




Glimcher
Properties Limited Partnership


180 East
Broad Street


Columbus,
Ohio 43215


Attention:   George
A. Schmidt


Facsimile:  (614)
621.8863


Telephone:
(614) 887-5621





with
copies thereof to:




Squire,
Sanders & Dempsey L.L.P.


2000
Huntington Center


41 South
High Street


Columbus,
Ohio 43215


Attention:
Steven F. Mount, Esq.


Facsimile:
(614) 365-2499


Telephone:  (614)
365-2727





(b)      To
Buyer:




c/o
Blackstone Real Estate Acquisitions VI L.L.C.


345 Park
Avenue, 31st
Floor


New York,
New York 10154


Attention:  Gary
M. Sumers


Facsimile:  (212)
583-5813


Telephone:
(212) 583-5726




with
copies thereof to:




Simpson
Thacher & Bartlett LLP


425
Lexington Avenue


New York,
New York 10017


Attention:
Sas Mehrara, Esq.


Facsimile:
(212) 455-2502


Telephone:  (212)
455-2783




(c)      To
the Escrow Agent or Title Company:




Fidelity National Title Insurance
Company


1 Park Avenue, Suite 1402


New York, New York 10016


Attention: Kenneth C.
Cohen


Facsimile: (646) 742-0733


Telephone: (212) 845-3135




(d)      All
notices (i) shall be deemed to have been given on the date that the same shall
have been delivered in accordance with the provisions of this Section and (ii)
may be given either by a party or by such party’s attorneys.  Any
party may, from time to time, specify as its address for purposes of this
Agreement any other address upon the giving of 10 days’ prior notice thereof to
the other parties.




Section
14.10      Entire
Agreement .  This
Agreement, along with the Exhibits and Schedules hereto contains all of the
terms agreed upon between the parties hereto with respect to the subject matter
hereof, and all understandings and agreements heretofore had or made among the
parties hereto are merged in this Agreement which alone fully and completely
expresses the agreement of the parties hereto.




-46-




Section
14.11      Amendments .  This
Agreement may not be amended, modified, supplemented or terminated, nor may any
of the obligations of Seller or Buyer hereunder be waived, except by written
agreement executed by the party or parties to be charged.




Section
14.12      No Waiver .  No
waiver by either party of any failure or refusal by the other party to comply
with its obligations hereunder shall be deemed a waiver of any other or
subsequent failure or refusal to so comply.




Section
14.13      Governing
Law .  This
Agreement shall be governed by, interpreted under, and construed and enforced in
accordance with, the laws of the State of New York.




Section
14.14      Submission to
Jurisdiction .  Each
of Buyer and Seller irrevocably submits to the jurisdiction of (a) the Supreme
Court of the State of New York and (b) the United States District Court for the
Southern District of New York for the purposes of any suit, action or other
proceeding arising out of this Agreement or any transaction contemplated
hereby.  Buyer and Seller further agrees that service of any process,
summons, notice or document by U.S. registered mail to such party’s respective
address set forth above shall be effective service of process for any action,
suit or proceeding in New York with respect to any matters to which it has
submitted to jurisdiction as set forth above in the immediately preceding
sentence.  Buyer and Seller irrevocably and unconditionally waives
trial by jury and irrevocably and unconditionally waives any objection to the
laying of venue of any action, suit or proceeding arising out of this Agreement
or the transactions contemplated hereby in (a) the Supreme Court of the State of
New York and (b) the United States District Court for the Southern District of
New York, and hereby further irrevocably and unconditionally waives and agrees
not to plead or claim in any such court that any such action, suit or proceeding
brought in any such court has been brought in an inconvenient
forum.




Section
14.15      Severability .  If
any term or provision of this Agreement or the application thereof to any person
or circumstances shall, to any extent, be invalid or unenforceable, the
remainder of this Agreement or the application of such term or provision to
persons or circumstances other than those as to which it is held invalid or
unenforceable shall not be affected thereby, and each term and provision of this
Agreement shall be valid and enforceable to the fullest extent permitted by
law.




Section
14.16      Section
Headings .  The
headings of the various Sections of this Agreement have been inserted only for
purposes of convenience, are not part of this Agreement and shall not be deemed
in any manner to modify, explain, expand or restrict any of the provisions of
this Agreement.




Section
14.17      Counterparts .  This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, and it shall not be necessary in making proof of this
Agreement to produce or account for more than one such counterpart.




-47-




Section
14.18      Construction .  The
parties acknowledge that the parties and their counsel have reviewed and revised
this Agreement and that the normal rule of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not be employed
in the interpretation of this Agreement or any exhibits or amendments
hereto.




Section
14.19      Recordation .  Neither
this Agreement nor any memorandum or notice of this Agreement may be recorded by
any party hereto without the prior written consent of the other party
hereto.  The provisions of this Section shall survive the Closing or
any termination of this Agreement




Section
14.20      Exclusivity. From
the date of this Agreement until the earlier of (i) the Closing Date or (ii)
termination of this Agreement, Seller shall not, and shall not permit any of the
Owner Entities to, (a) accept, solicit, initiate or encourage the submission of
any proposal, letter of intent, offer or agreement from any Person relating to
or intended to effect the acquisition of the Properties (or any interest
therein) or any capital stock or other voting securities, or any portion of the
assets, of any of the Owner Entities or (b) participate in any discussions or
negotiations regarding, furnish any information with respect to, assist or
participate in, or facilitate in any other manner, any effort or attempt by any
Person to do or seek any of the foregoing.




[remainder
of page intentionally left blank]




-48-




IN
WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as
of the day and year first above written.




SELLER:




GLIMCHER
PROPERTIES LIMITED


PARTNERSHIP,
a Delaware limited partnership





By:          GLIMCHER
PROPERTIES


CORPORATION,
its general partner




By:
              /s/ Michael
      P. GlimcherName:
      Michael P. GlimcherTitle:
      Chairman
      and Chief Executive
      Officer




BUYER:





BRE/GRJV
HOLDING LLC, a Delaware


limited
liability company




By:
              /s/ Anthony
      M. MyersName:
      Anthony M. MyersTitle:
      Managing Director and Vice President




-49-





JOINDER
BY ESCROW AGENT





Fidelity National Title Insurance
Company, referred to in this Agreement as the “Escrow Agent,” hereby
acknowledges that it received this Agreement executed by Seller and Buyer as of
the 5th day
of November, 2009, and accepts the obligations of the Escrow Agent as set forth
herein.  Escrow Agent further acknowledges that it received the
Earnest Money on the ___ day of November, 2009.  The Escrow Agent
hereby agrees to hold and distribute the Earnest Money in accordance with the
terms and provisions of this Agreement.





FIDELITY NATIONAL TITLE INSURANCE
COMPANY




By:           _______________________


Name:


Title:




-50-


Exhibit
A:  Form of Owner Interests Assignment




ASSIGNMENT OF MEMBERSHIP
INTERESTS
 
  THIS
ASSIGNMENT OF MEMBERSHIP INTERESTS (this “Assignment”), dated
as of ______________, 2009, is entered into between GLIMCHER PROPERTIES LIMITED
PARTNERSHIP, a Delaware limited partnership (“Glimcher”), and [GRT
MALL JV LLC], a Delaware limited liability company (the “Venture”; and
together with Glimcher, the “Members” and each
individually, a “Member”).
  WITNESSETH:
  WHEREAS,
[OWNER ENTITY], a
Delaware limited liability company (the “Company”), was formed
pursuant to the terms and provisions of a Limited Liability Company Agreement,
dated as of __________________, 2003 (the “Agreement”;
capitalized terms used but not defined herein shall have the meanings given such
terms in the Agreement), and in accordance with the Certificate of Formation and
the statutes and laws of the State of Delaware relating to limited liability
companies, including the Delaware Limited Liability Company Act;
  WHEREAS,
immediately prior to the effectiveness of this Assignment, Glimcher was the
owner of 100% of the membership interests in the Company;
  WHEREAS,
Glimcher desires to (i) assign, transfer and convey 100% of the membership
interests in the Company (the “Transferred
Interests”) to the Venture and (ii) withdraw from the Company as a member
of the Company; and
  WHEREAS,
the Venture desires to acquire the Transferred Interests and to be admitted to
the Company as a Member of the Company;
  NOW,
THEREFORE, the undersigned, in consideration of the premises, covenants and
agreement contained herein, and for other good and valuable consideration, do
hereby agree as follows:
  1.Assignment.  For
value received, the receipt and sufficiency of which are hereby acknowledged,
upon the execution of this Assignment by the parties hereto, Glimcher does
hereby assign, transfer and convey the Transferred Interests to the
Venture.
  2.Admission.  Contemporaneously
with the assignment described in paragraph 1 of this Assignment, the Venture (a)
shall be and is hereby admitted to the Company as a Member of the Company and
appointed as the sole “Managing Member” of the Company under the Agreement
(which appointment the Venture shall and does hereby accept), and (b) shall have
the benefits, rights, liabilities and obligations as set forth in the
Agreement.
  
 
 3.Withdrawal.  Immediately
following the admission of the Venture as a member of the Company, Glimcher
shall and does hereby withdraw from the Company as a member of the Company, and
shall thereupon cease to be a member of the Company, and shall thereupon cease
to have or exercise any right or power as a member of the Company.
  4.Continuation of the
Company.  The parties hereto agree that the assignment of the
Transferred Interests, the admission of the Venture as a Member of the Company,
and the withdrawal of Glimcher as a member of the Company shall not dissolve the
Company and that the business of the Company shall continue.
  5.Contribution.The
Venture has paid good and valuable consideration to Glimcher for the Transferred
Interests.
  6.Binding
Effect.  This Assignment shall be binding upon, and shall inure
to the benefit of the parties hereto and their respective successors and
assigns.
  7.Execution in
Counterparts.  This Assignment may be (a) executed in
counterparts, each of which shall be deemed an original, but all which shall
constitute one and the same instrument and (b) by telecopy or other facsimile
signature (which shall be deemed an original for all purposes).
  8.Governing
Law.  This Assignment shall be governed by and construed in
accordance with the laws of the State of Delaware.
  [SIGNATURE
PAGE FOLLOWS]
 
 -2-
 
 IN WITNESS WHEREOF, the parties hereto
have caused this Assignment to be duly executed as of the day and year
first-above written.
 
 GLIMCHER:
 
 GLIMCHER PROPERTIES
LIMITED
 PARTNERSHIP, a Delaware
limited partnership,
 
 By:
              GLIMCHER
      PROPERTIES CORPORATION, a
                Delaware
      corporation, its sole general
partner
 
 By:          ________________
 Name:
 Title:
  THE
VENTURE:
 
 [GRT MALL JV LLC], a Delaware
limited liability company
 
 By:
              GLIMCHER PROPERTIES LIMITED
      PARTNERSHIP,
                a
      Delaware limited partnership, its sole
member
 
 By:
              GLIMCHER PROPERTIES
      CORPORATION,
                a
      Delaware corporation, its sole general
partner
 
 By:          ________________
 Name:
 Title:
 
 EXHIBIT B
   Form
of Venture Agreement
 AMENDED
AND RESTATED
 
 LIMITED
LIABILITY COMPANY AGREEMENT OF
  
 GRT
MALL JV LLC
  [________],
20__
  
 
 
 Table of Contents
  Page
 ARTICLE
      1 DEFINITIONS
                    2Section
      1.1.   Definitions
                    2Section
      1.2.   Captions, References
                    11ARTICLE
      2 ORGANIZATIONAL MATTERS; PURPOSE; TERM
                    12Section
      2.1.   Formation of the Company
                    12Section
      2.2.   Name
                    12Section
      2.3.   Registered Office; Registered Agent; Principal
      Office
                    12Section
      2.4.   Foreign Qualification
                    12Section
      2.5.   Purpose and Scope
                    12Section
      2.6.   Term
                    12ARTICLE
      3 MEMBERS; DISPOSITIONS OF INTERESTS
                    13Section
      3.1.   Members
                    13Section
      3.2.   Dispositions of Interests
                    13Section
      3.3.   Transfer Subject to ROFO.
                    14Section
      3.4.   Other Transfer Provisions.
                    16Section
      3.5.   Tag-Along Rights.
                    17Section
      3.6.   Resignation
                    17Section
      3.7.   Information
                    17Section
      3.8.   Liability to Third Parties
                    18Section
      3.9.   ERISA Matters.
                    18ARTICLE
      4 MANAGEMENT OF THE COMPANY
                    18Section
      4.1.   Management
                    18Section
      4.2.   Duties of the Administrative Member.
                    22
  
  Section
      4.3.   Business Plan and Operating Budget
                    23Section
      4.4.   Meetings of Members
                    23Section
      4.5.   Removal of Administrative Member
                    24Section
      4.6.   Property Management Agreement.
                    25Section
      4.7.   Intentionally Omitted.
                    26Section
      4.8.   Cooperation by Administrative
Member.
                    26Section
      4.9.   Compensation of Members
                    26Section
      4.10.  Transactions with Affiliates
                    26Section
      4.11.  Indemnification; Reimbursement of Expenses;
      Insurance
                    26Section
      4.12.  Conflicts of Interest.
                    27Section
      4.13.  Blackstone Right to Cause Sale; Glimcher
      ROFO.
                    27ARTICLE
      5 ACCOUNTING AND REPORTING
                    29Section
      5.1.   Fiscal Year, Accounts, Reports
                    29Section
      5.2.   Financial Accounting Matters
                    30ARTICLE
      6  CAPITAL CONTRIBUTIONS
                    30Section
      6.1.   Initial Capital Contributions
                    30Section
      6.2.   Additional Capital Contributions
                    30Section
      6.3.   Failure to Make Contributions
                    31Section
      6.4.   Return of Contributions
                    32Section
      6.5.   Balances
                    32ARTICLE
      7 FINANCING
                    32Section
      7.1.   Financing
                    32Section
      7.2.   Cooperation; Securitized Debt
                    34ARTICLE
      8 DISTRIBUTIONS
                    34Section
      8.1.   Distributions in General
                    34
  
  Section
      8.2.   Miscellaneous.
                    34Section
      8.3.   Off-Set for Obligations under Purchase
      Agreement..
                    34ARTICLE
      9 CAPITAL ACCOUNTS, ALLOCATIONS, AND TAX MATTERS
                    35Section
      9.1.   Capital Accounts
                    35Section
      9.2.   Adjustment of Gross Asset Value
                    35Section
      9.3.   Profits, Losses and Distribution Shares of Tax
      Items
                    36Section
      9.4.   Tax Returns
                    39Section
      9.5.   Tax Elections
                    39Section
      9.6.   Tax Matters Member
                    40ARTICLE
      10   DISSOLUTION, LIQUIDATION, AND
    TERMINATION
                    40Section
      10.1.   Dissolution, Liquidation, and Termination
      Generally
                    40Section
      10.2.   Liquidation and Termination
                    41Section
      10.3.   Deficit Capital Accounts
                    42Section
      10.4.   Cancellation of Certificate
                    42ARTICLE
      11  MISCELLANEOUS PROVISIONS
                    42Section
      11.1.   Notices
                    42Section
      11.2.   Governing Law
                    42Section
      11.3.   Entireties; Amendments
                    42Section
      11.4.   Waiver
                    43Section
      11.5.   Severability
                    43Section
      11.6.   Ownership of Property and Right of
      Partition
                    43Section
      11.7.   Involvement of Members in Certain
      Proceedings
                    43Section
      11.8.   Use of Blackstone Name; Confidentiality; Press
      Releases.
                    43Section
      11.9.   Interest
                    44Section
      11.10  Attorneys’ Fees
                    44
  
  Section
      11.11.   Counterparts
                    44Section
      11.12.   Company Tax Treatment
                    44Section
      11.13.   REIT Covenant
                    45ARTICLE
      12 REPRESENTATIONS AND WARRANTIES
                    45Section
      12.1.   Glimcher Member Representations
                    45Section
      12.2.   Blackstone Member Representations
                    46
 
 Schedules:
 Schedule
      A
                Members
 Schedule
      B-1
                Legal
      Description- Lloyd Center Property
 Schedule
      B-2
                Legal
      Description- Westshore Property
 
 Exhibits:
 Exhibit
      A
                Form
      of Management Rights Letter
 Exhibit
      B
                Form
      of Interest ROFO Sale Documents
 Exhibit
      C
                Form
      of Asset ROFO Sale Documents
 Exhibit
      D
                Form
      of Asset ROFO Deemed Liquidation Sale
Documents
 
 
 
 AMENDED
AND RESTATED
 LIMITED
LIABILITY COMPANY AGREEMENT OF
 GRT MALL
JV LLC
 
 This
Amended and Restated Limited Company Agreement is entered into as of [_____],
20__ (the “Effective
Date”), between the members set forth on Schedule A hereto
(each, a “Member” and
collectively, the “Members”).
  Preliminary
Statement
 
 A.           A
certificate of formation for GRT MALL JV LLC, a Delaware limited liability
company (the “Company”) was filed
with the Secretary of State for the State of Delaware on November [__], 2009
(the “Certificate”).  Glimcher
Properties Limited Partnership, a Delaware limited partnership (“GPLP”), as the
initial sole member, entered into that certain Limited Liability Company
Agreement of the Company dated November [__], 2009 (the “Original LLC
Agreement”).
  B.           GPLP
is the owner of (x) 100% of the membership interests (the “LC Owner Interest”)
in LC PORTLAND, LLC, a Delaware limited liability company (“LC Owner”), and (y)
100% of the membership interests (the “Westshore Owner
Interest”; together with the LC Owner Interest, collectively, the “Owner Membership
Interests”) in GLIMCHER WESTSHORE, LLC, a Delaware limited liability
company (“Westshore
Owner”; together with LC Owner, each a “Property Owner” and,
collectively, the “Property
Owners”).
  C.           LC
Owner is the owner of the land, buildings and other improvements known as Lloyd
Center in Portland, Oregon and more particularly described on Schedule B-1 attached
hereto (the “Lloyd
Center Property”).  Westshore Owner is the owner of the land,
buildings and other improvements known as Westshore Plaza in Tampa, Florida and
more particularly described on Schedule B-2 attached
hereto (the “Westshore
Property”; together with the Lloyd Center Property, each, a “Property”, and,
collectively, the “Properties”).
  D.           GPLP
and the Blackstone Member are parties to that certain Agreement of Purchase and
Sale dated as of November [5], 2009 (the “Purchase Agreement”)
between the GPLP, as seller, and the Blackstone Member, as buyer, pursuant to
which, upon the terms and conditions set forth therein, GPLP has agreed to (i)
contribute the Owner Membership Interests to the Company, and (ii) immediately
thereafter, sell 60% of the Interests in the Company to the Blackstone Member,
upon the terms and conditions set forth in the Purchase Agreement.
  E.           On
the date hereof, GPLP has first contributed all of its right, title and interest
in the Owner Membership Interests to the Company, then conveyed 60% of the
Interests in the Company to the Blackstone Member, and then contributed all its
remaining Interests in the Company (after conveying 60% of the Interests in the
Company to Blackstone Member) to the Glimcher Member.
  F.           The
Members desire to execute this Amended and Restated Limited Liability Company
Agreement for purposes of evidencing the admission of the Blackstone Member as a
Member in the Company and as the Managing Member of the Company and superseding,
amending and restating the Original LLC Agreement in its entirety as more
particularly set forth herein.
  1
  Agreement
 
 Accordingly,
in consideration of the mutual promises and agreements herein made and intending
to be legally bound hereby, the parties hereto agree that the Original LLC
Agreement is amended, restated and superseded in its entirety as
follows:
  ARTICLE
1
 DEFINITIONS
  Section
1.1.   Definitions .  As
used in this Agreement, the following terms shall have the following
meanings:
  “Act” means the
Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101,
et. seq., as it
may be amended from time to time, and any successor to such
statute.
  “Additional Capital
Contributions” has the meaning for such term set forth in Section
6.2(a).
  “Adjusted Capital
Account” means, with respect to a Member, such Member’s Capital Account
as of the end of each taxable year, as the same is specially computed to reflect
the adjustments required or permitted to be taken into account in applying
Regulations Section 1.704-1(b)(2)(ii)(d) (including adjustments for Company
Minimum Gain and Member Nonrecourse Debt Minimum Gain) and taking into account
any amounts such Member is obligated or deemed obligated to restore pursuant to
any provision of this Agreement and the Regulations.
  “Adjusted Capital Account
Deficit” means, for any Member, the deficit balance, if any, in that
Member’s Adjusted Capital Account.
  “Administrative
Member” means the Glimcher Member, and each Person hereafter designated
as the Administrative Member in accordance with this Agreement, until such
Person ceases to be the Administrative Member of the Company.
  “Affiliate” means with
respect to a Person, another Person, directly or indirectly, through one or more
intermediaries, controlling, controlled by, or under common control with the
Person in question.  The term “control” as used in
the preceding sentence means, with respect to a Person, the possession, directly
or indirectly, of the power to direct or cause the direction of the management
or policies of the controlled Person (whether through ownership of securities or
partnership or other ownership interests, by contract or
otherwise).
  2
  “Affiliate Service
Contracts” means contracts between the Property Owners and Affiliates of
the Glimcher Member to provide housekeeping and/or security services to the
Properties.
  “Agreement” means this
Amended and Restated Limited Liability Company Agreement, including the Exhibits
and Schedules attached hereto, as the same may be amended, modified and/or
supplemented from time to time in accordance with the provisions
hereof.
  “Asset Disposition”
has the meaning for such term set forth in Section 4.13(a).
  “Asset ROFO” has the
meaning for such term set forth in Section 4.13(a).
  “Asset ROFO Closing
Date” has the meaning for such term set forth in Section
4.13(c).
  “Asset ROFO Deemed
Liquidation Sale Documents” has the meaning for such term set forth in
Section 4.13(d).
  “Asset ROFO Election
Notice” has the meaning for such term set forth in Section
4.13(a).
  “Asset ROFO Escrow
Agent” has the meaning for such term set forth in Section
4.13(b).
  “Asset ROFO Down
Payment” has the meaning for such term set forth in Section
4.13(b).
  “Asset ROFO Notice”
has the meaning for such term set forth in Section 4.13(a).
  “Asset ROFO Purchase
Agreement” has the meaning for such term set forth in Section
4.13(e).
  “Asset ROFO Purchase
Price” has the meaning for such term set forth in Section
4.13(a).
  “Asset ROFO Response
Period” has the meaning for such term set forth in Section
4.13(a).
  “Asset ROFO Rejection
Notice” has the meaning for such term set forth in Section
4.13(a).
  “Asset ROFO Sale
Documents” has the meaning for such term set forth in Section
4.13(c).
  “Bankruptcy” means,
with respect to a Person, the occurrence of (i) an assignment by the Person for
the benefit of creditors; (ii) the filing by the Person of a voluntary petition
in bankruptcy; (iii) the entry of a judgment by any court that the Person is
bankrupt or insolvent, or the entry against the Person of an order for relief in
any bankruptcy or insolvency proceeding; (iv) the filing of a petition or answer
by the Person seeking for itself any reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under any statute, law
or regulation; (v) the filing by the Person of an answer or other pleading
admitting or failing to contest the material allegations of a petition filed
against it in any proceeding for reorganization or of a similar nature; (vi) the
consent or acquiescence of the Person to the appointment of a trustee, receiver
or liquidator of the Person or of all or any substantial part of its properties;
or (vii) any other event that, if not for the provisions of this Agreement,
would cause the Person to cease to be a member of a limited liability company
under the Act.
  3
  “Blackstone” or “Blackstone Member”
means BRE/GRJV Holdings LLC, a Delaware limited liability company, and any
permitted assignee or successor to any of the membership interests currently
held by such Person, for so long as such Person is a Member.
  “Blackstone Major
Decisions” has the meaning for such term set forth in Section
4.1(c).
  “Blackstone Purchase
Agreement Liabilities” means all indemnification and other liabilities of
the Blackstone Member or its Affiliates under Section 11.2 of the Purchase
Agreement, which expressly survive the Closing (as defined in the Purchase
Agreement).
  “BREP” means
Blackstone Real Estate Partners VI L.P., and the parallel investment funds which
collectively comprise the private equity fund commonly known as Blackstone Real
Estate Partners VI from time to time.
  “Business Day” means
any day other than Saturday, Sunday, or other day on which commercial banks in
New York are authorized or required to close under the laws of the State of New
York.
  “Business Plan” means,
at any time, the strategic annual plan duly prepared by the Property Manager and
approved by the Blackstone Member in accordance with this Agreement and in
effect at such time for the operation, development, renovation, refurbishment,
marketing, leasing, financing/refinancing and/or disposition of each Property,
which shall include and incorporate an Operating Budget.
  “Capital Account” has
the meaning for such term set forth in Section 9.1(a).
  “Capital Contribution”
means, with respect to each Member, the amount of capital contributed or deemed
contributed to the Company by that Member, including all Additional Capital
Contributions.
  “Capital Proceeds”
means funds of the Company arising from a Capital Transaction, less any cash
which is applied to (i) the payment of transaction costs and expenses relating
to such Capital Transaction, (ii) the repayment of debt of the Company, (iii)
the repair, restoration or other improvement of assets of the Company which is
required under any contractual obligation of the Company and (iv) the
establishment of holdbacks or other similar reserves in connection with the sale
of a Property or as otherwise approved by the Members as a Unanimous Major
Decision.  “Capital Proceeds” shall also mean any of the foregoing
which are received by a Property Owner, as and when received by the Company as
dividends or distributions.
  4
  “Capital Sharing
Ratios” of a Member means, at any time, the ratio (expressed as a
percentage) of (a) the Capital Contributions of such Member to (b) the aggregate
Capital Contributions of all of the Members.
  “Capital Transaction”
means the sale, financing, refinancing or similar transaction of or involving
one or more of the Properties or the interests owned, directly or indirectly, by
the Company in any subsidiary, and any condemnation awards, payment of title
insurance proceeds or payment of casualty loss insurance proceeds (other than
business interruption or rental loss insurance proceeds) received by the Company
to the extent not used for reconstruction of all or any portion of one or more
of the Properties.
  “Certificate” has the
meaning given thereto in the paragraph A of the Preliminary Statement of this
Agreement.
  “Code” means the
Internal Revenue Code of 1986, as amended from time to time, and any
corresponding provisions of succeeding law.
  “Company” has the
meaning given thereto in paragraph A of the Preliminary Statement of this
Agreement.
  “Company Minimum Gain”
has the meaning assigned to “partnership minimum gain” in Regulations Section
1.704-2(d).
  “Deemed Liquidation”
means a deemed sale by the Property Owners of the Properties for the Asset ROFO
Purchase Price, the payment of all liabilities of the Company and the Property
Owners (including any prepayment fees or defeasance costs in connection with any
Indebtedness), followed immediately by a distribution by the Company to the
Members of the resulting Capital Proceeds from such sale, together with all
other assets of the Company and the Property Owners, in accordance with Section
10.2.
  “Depreciation” means,
for each taxable year or other period, an amount equal to the depreciation,
amortization or other cost recovery deduction allowable with respect to an asset
for the year or other period, except that if the Gross Asset Value of an asset
differs from its adjusted basis for federal income tax purposes at the beginning
of the year or other period, Depreciation will be an amount which bears the same
ratio to the beginning Gross Asset Value as the federal income tax depreciation,
amortization or other cost recovery deduction for the year or other period bears
to the beginning adjusted tax basis, provided that if the federal income tax
depreciation, amortization, or other cost recovery deduction for the year or
other period is zero, Depreciation will be determined with reference to the
beginning Gross Asset Value using any method reasonably agreed to by the
Members.
  “Effective Date” has
the meaning for such term set forth in the Introductory Paragraph to this
Agreement.
  “Emergency” has the
meaning for such term set forth in Section 6.2(b).
  5
  “Encumbrance” has the
meaning for such term set forth in Section 3.2(a).
  “Existing Loans”
means, collectively, the Westshore Loan and the Lloyd Center Loan.  As
the context requires, “Existing Loan” shall
mean the Westshore Loan or the Lloyd Center Loan, as applicable.
  “Excluded Liabilities”
means any and all costs, fees, expenses, damages, claims, causes of actions or
other liabilities arising out of or in connection with any environmental or
similar condition at the Westshore Property which is known to exist on the date
of this Agreement.
  “Financing” has the
meaning for such term set forth in Section 7.1(b).
  “Funding Members” has
the meaning for such term set forth in Section 6.3.
  “Funding Notice” has
the meaning for such term set forth in Section 6.2(a).
  “Glimcher Financing
Guaranties” has the meaning for such term set forth in Section
7.1(c).
  “Glimcher Future Financing
Guaranties” has the meaning for such term set forth in Section
7.1(c).
  “Glimcher Leasing
Agent” means Glimcher Development Corporation, a Delaware
corporation.
  “Glimcher Member”
means GRT WSP-LC Holdings LLC, a Delaware limited liability company, and any
permitted assignee or successor to any of the membership interests currently
held by such Person, for so long as such Person is a Member.
  “Glimcher Property
Manager” means GPLP.
  “Glimcher Purchase Agreement
Liabilities” means all indemnification and other liabilities of GPLP or
its Affiliates under Section 11.1 of the Purchase Agreement, which expressly
survive the Closing (as defined in the Purchase Agreement).
  “GPLP” has the meaning
given thereto in paragraph A of the Preliminary Statement of this
Agreement.
  “Gross Asset Value”
has the meaning for such term set forth in Section 9.2.
  “GRT” means Glimcher
Realty Trust, a Maryland real estate investment trust.
  “Indebtedness” means
the Existing Loans, any indebtedness resulting from a Financing, and/or any
other indebtedness approved by the Members.
  “Initial Capital
Contributions” has the meaning for such term set forth in Section
6.1.
  6
  “Interest Price” means
an amount equal to the amount the Blackstone Member would receive if a Deemed
Liquidation occurred on the Asset ROFO Closing Date.
  “Interest Purchase
Agreement” has the meaning for such term set forth in Section
3.3(d).
  “Interest Rate” means
a rate of interest per annum equal to the lesser of (i) 20% per annum,
compounded on a quarterly basis, and (ii) the maximum rate permitted by
applicable law.
  “Interest ROFO” has
the meaning for such term set forth in Section 3.3(a).
  “Interest ROFO Closing
Date” has the meaning for such term set forth in Section
3.3(c).
  “Interest ROFO Down
Payment” has the meaning for such term set forth in Section
3.3(b).
  “Interest ROFO Election
Notice” has the meaning for such term set forth in Section
3.3(a).
  “Interest ROFO Escrow
Agent” has the meaning for such term set forth in Section
3.3(b).
  “Interest ROFO Notice”
has the meaning for such term set forth in Section 3.3(a).
  “Interest ROFO Purchase
Price” has the meaning for such term set forth in Section
3.3(a).
  “Interest ROFO Response
Period” has the meaning for such term set forth in Section
3.3(a).
  “Interest ROFO Rejection
Notice” has the meaning for such term set forth in Section
3.3(a).
  “Interest ROFO Sale
Documents” has the meaning for such term set forth in Section
3.3(c).
  “Interests” means all
of the rights and interests of whatsoever nature of the Members in the Company,
including without limitation the membership interests in the Company, the right
to receive distributions of funds, and to receive allocations of income, gain,
loss, deduction, and credit.
  “Lease” shall mean all
leases, licenses and other occupancy agreements for all or any portion of a
Property.
  “LC Owner” has the
meaning given thereto in paragraph B of the Preliminary Statement of this
Agreement.
  7
  “LC Owner Interest”
has the meaning given thereto in paragraph B of the Preliminary Statement of
this Agreement.
  “Lender” means any
Lender providing a Financing.
  “Lloyd Center Loan”
means that certain loan to the LC Owner from Lehman Brothers Holding Inc. in the
original principal amount of One Hundred Forty Million and No/100 Dollars
($140,000,000.00) which loan is evidenced by those certain promissory notes
dated May 12, 2003, and any amendment, modification or extension thereof entered
into in accordance with the terms of this Agreement.
  “Lloyd Center
Property”has the meaning given
thereto in paragraph C of the Preliminary Statement of this
Agreement.
  “Lockout Date” means
the two year anniversary of the Effective Date.
  “Managing Member”
means the Blackstone Member, and any permitted assignee or successor to the
Interest currently held by such Person, for so long as such Person is a
Member.
  “Member Loan” has the
meaning for such term set forth in Section 6.3.
  “Member Nonrecourse
Debt” has the meaning assigned to “partner non-recourse debt” in
Regulations Sections 1.704-2(b)(4) and 1.752-2.
  “Member Nonrecourse Debt
Minimum Gain” has the meaning assigned to “partner non recourse minimum
gain” in Regulations Section 1.704-2(i)(3).
  “Member Nonrecourse
Deductions” has the meaning assigned to “partner nonrecourse deductions”
in Regulations Section 1.704-2(i)(2).
  “Members” means the
Blackstone Member and the Glimcher Member and each Person hereafter admitted as
a Member in accordance with this Agreement, until such Person ceases to be a
Member of the Company.
  “Net Cash Flow” means
Net Operating Income less debt service on any Indebtedness. “Net Cash Flow”
shall also mean the foregoing as determined for a Property Owner or other
permitted subsidiary of the Company as and when received by the Company as
dividends or distributions.
  “Net Operating Income”
means, for any period, the amount by which Operating Revenues exceed Operating
Expenses for such period.
  “Non-Funding Member”
has the meaning for such term set forth in Section 6.3.
  “OFAC” has the meaning
for such term set forth in Section 12.1(f).
  “Offered Assets” has
the meaning for such term set forth in Section 4.13(a).
  8
  “Offered Interest” has
the meaning for such term set forth in Section 3.3(a).
  “Operating Budget”
means the annual budget prepared by the Property Manager and approved by the
Blackstone Member in accordance with Section 4.3 and the Property Management
Agreement or any other property management agreement entered into in accordance
with the terms of this Agreement, and including the items set forth in the
Property Management Agreement or any other property management agreement entered
into in accordance with the terms of this Agreement.  The Operating
Budget shall be incorporated into and be part of the Business Plan.
  “Operating Expenses”
means, for any period, the current obligations for such period, determined in
accordance with sound accounting principles and applicable to commercial real
estate, consistently applied, for operating expenses of the Properties, for
capital expenditures not otherwise paid from Indebtedness proceeds, and for
working capital and reserves actually funded.  Operating Expenses
shall not include debt service on Indebtedness or any non-cash expenses
including, without limitation, Depreciation or amortization.
  “Operating Revenues”
means, for any, period, the gross revenues arising from the ownership and
operation of the Properties during such period, including proceeds of any
business interruption or rental loss insurance and amounts released from
reserves, but specifically excluding Capital Proceeds, Capital Contributions and
proceeds of Indebtedness.
  “Original LLC
Agreement” has the meaning given thereto in the paragraph A of the
Preliminary Statement of this Agreement.
  “Owner Membership
Interests” has the meaning given thereto in paragraph B of the
Preliminary Statement of this Agreement.
  “Person” means an
individual or entity.
  “Proceeding” has the
meaning for such term set forth in Section 4.11(a).
  “Profits” and “Losses” mean, for
each taxable year or other period, an amount equal to the Company’s taxable
income or loss for the year or other period, determined in accordance with
Section 703(a) of the Code (including all items of income, gain, loss or
deduction required to be stated separately under Section 703(a)(1) of the Code),
with the following adjustments:
  (i)           Any
income of the Company that is exempt from federal income tax and not otherwise
taken into account in computing Profits or Losses will be added to taxable
income or loss;
  (ii)           Any
expenditures of the Company described in Code Section 705(a)(2)(B) or treated as
Section 705(a)(2)(B) expenditures under Regulations Section 1.704- 1
(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or
Losses, will be subtracted from taxable income or loss;
  9
  (iii)           Gain
or loss resulting from any disposition of Company property with respect to which
gain or loss is recognized for federal income tax purposes will be computed by
reference to the Gross Asset Value of the property, notwithstanding that the
adjusted tax basis of the property differs from its Gross Asset
Value;
  (iv)           In
lieu of depreciation, amortization and other cost recovery deductions taken into
account in computing taxable income or loss, there will be taken into account
Depreciation for the taxable year or other period;
  (v)           Any
items which are specially allocated under Section 9.3(c) or 9.3(d) shall be
excluded from the calculations of Profits or Losses; and
  (vi)           If
the Gross Asset Value of any Company asset is adjusted under Section 9.2(b), (c)
or (d), the adjustment will be taken into account as gain or loss from
disposition of the asset for purposes of computing Profits or
Losses.
  “Property” or “Properties” has the
meaning given thereto in paragraph C of the Preliminary Statement of this
Agreement.
  “Property Management
Agreement” has the meaning for such term set forth in Section
4.6.
  “Property Manager”
shall mean the Person managing one or more of the Properties.  The
initial Property Manager shall be the Glimcher Property Manager.
  “Property Owner” or
“Property
Owners” has the meaning given thereto in paragraph B of the Preliminary
Statement of this Agreement.
  “Purchase Agreement”
has the meaning given thereto in paragraph D of the Preliminary Statement of
this Agreement.
  “Qualified Financing”
means any Financing provided by a third party who is not an Affiliate of a
Member and which (1) does not exceed a loan-to-value ratio with respect to the
applicable Property or Properties of 75%, (2) is at competitive rates of
interest which prevail in the marketplace at such time for similar properties,
(3) is on an “interest only” basis or provides for amortization on a straight
line amortization schedule of no less than 20 years,and (4) provides for
commitment or other upfront fees payable to the lender thereunder which are no
greater than those that prevail in the marketplace at such time for similar
transactions.
  “Regulations” means
the regulations promulgated by the United States Department of the Treasury
pursuant to and in respect of provisions of the Code.  All references
herein to sections of the Regulations shall include any corresponding provisions
of succeeding, similar or substitute temporary or final
Regulations.
  “Regulatory
Allocations” has the meaning for such term set forth in Section
9.3(d).
  “REIT” has the meaning
for such term set forth in Section 11.13.
  10
  “Removal Event” has
the meaning for such term set forth in Section 4.5(a).
  “Responding Member”
has the meaning for such term set forth in Section 3.3(a).
  “Securitization” has
the meaning for such term set forth in Section 7.2.
  “Selling Member” has
the meaning for such term set forth in Section 3.3(d).
  “Tag Along Offer
Notice” has the meaning for such term set forth in Section
3.5(a).
  “Tag Along Acceptance
Notice” has the meaning for such term set forth in Section
3.5(b).
  “Transfer” has the
meaning for such term set forth in Section 3.2(a).
  “Unanimous Major
Decisions” has the meaning for such term set forth in Section
4.1(b).
  “Westshore Loan” means
that certain loan to the Westshore Owner from Morgan Stanley Mortgage Capital
Inc. in the original principal amount of One Hundred Million and No/100 Dollars
($100,000,000.00), which loan is evidenced by those certain promissory notes
dated August 27, 2003, and any amendment, modification or extension thereof
entered into in accordance with the terms of this Agreement.
  “Westshore Owner” has
the meaning given thereto in paragraph B of the Preliminary Statement of this
Agreement.
  “Westshore Owner
Interest” has the meaning given thereto in paragraph B of the Preliminary
Statement of this Agreement.
  “Westshore Property”
has the meaning given thereto in paragraph C of the Preliminary Statement of
this Agreement.
  Section
1.2.   Captions,
References .  Pronouns,
wherever used herein, and of whatever gender, shall include natural persons and
corporations and associations of every kind and character, and the singular
shall include the plural wherever and as often as may be
appropriate.  Article and section headings are for convenience of
reference and shall not affect the construction or interpretation of this
Agreement.  Whenever the terms “hereof,” “hereby,” “herein,” or words
of similar import are used in this Agreement they shall be construed as
referring to this Agreement in its entirety rather than to a particular section
or provision, unless the context specifically indicates to the
contrary.  Whenever the word “including” is used herein, it shall be
construed to mean including without limitation.  Any reference to a
particular “Article” or a “Section” shall be construed as referring to the
indicated article or section of this Agreement unless the context indicates to
the contrary.
  11
  ARTICLE
2
 ORGANIZATIONAL
MATTERS; PURPOSE; TERM
  Section
2.1.   Formation of the
Company .   The
Company has been formed under the provisions of the Act.
  Section
2.2.   Name .  The
Company shall conduct its activities under the name of GRT MALL JV LLC, and all
Company business must be conducted in that name or such other name as the
Managing Member and the Administrative Member shall jointly approve (or, after
the occurrence of a Removal Event, as the Managing Member shall approve);
provided, that the name shall always contain the letters “LLC”.
  Section
2.3.   Registered Office;
Registered Agent; Principal Office .  The
registered office and the registered agent of the Company in the State of
Delaware shall be as specified in the Certificate.  The principal
office and principal place of business of the Company shall be at 180 East Broad
Street, Columbus, Ohio 43215.
 
 Section
2.4.   Foreign
Qualification .  Before
the Company conducts business in any jurisdiction other than the State of
Delaware, the Administrative Member shall cause the Company to comply with all
requirements necessary to qualify the Company as a foreign limited liability
company in that jurisdiction.  At the request of the Administrative
Member, each Member shall execute, acknowledge, swear to, and deliver all
certificates and other instruments conforming with this Agreement that are
necessary or appropriate to qualify, continue, or terminate the Company as a
foreign limited liability company in all jurisdictions in which the Company may
conduct business.
  Section
2.5.   Purpose and
Scope .   The
nature of the business and of the purpose to be conducted and promoted by the
Company is to engage solely in the following activities:
  (a)           To
directly, or indirectly through the Property Owners, own, manage, operate,
improve, maintain, develop, assign, transfer, lease, finance, refinance,
mortgage, pledge and otherwise deal with the Properties or any portion thereof
and to own the direct or indirect interests in the Property Owners, and provide
any services related thereto.
  (b)           To
exercise all powers enumerated in the Act necessary or convenient to the
conduct, promotion or attainment of the business or purpose otherwise set forth
herein.
  Section
2.6.   Term .  The
Company shall commence on the effective date of the Certificate and shall have
perpetual existence, unless sooner dissolved as herein provided.
  12
  ARTICLE
3
 MEMBERS;
DISPOSITIONS OF INTERESTS
  Section
3.1.   Members .
 Schedule
A hereto contains the name, address and Capital Sharing Ratio of each
Member as of the date of this Agreement.  Schedule A shall be
revised from time to time by the Administrative Member to reflect the admission
or withdrawal of a Member or other transfer of Interests in accordance with the
terms of this Agreement and other modifications to or changes in the information
set forth therein.
  Section
3.2.   Dispositions of
Interests .
  (a)           General
Restriction.  A Member may not, directly or indirectly, make or
permit an assignment, transfer, or other disposition, either voluntarily,
involuntarily or by operation of law (a “Transfer”) of all or
any portion of its Interest, nor pledge, mortgage, hypothecate, grant a security
interest in, or otherwise encumber (an “Encumbrance”) all or
any portion of its Interest, except with the consent of the other Members (which
may be given or withheld in their sole discretion) or as expressly permitted in
this Article 3.  A Person to whom an Interest is Transferred may be
admitted to the Company as a member as provided under Sections 3.2(b), 3.2(c) or
3.3 or with the consent of the other Members, which may be given or withheld in
the other Members' sole and absolute discretion.  In connection with
any Transfer of an Interest or any portion thereof, and any admission of an
assignee as a Member, the Member making such Transfer and the assignee shall
furnish the other Members with such documents regarding the Transfer as the
other Members may reasonably request, including a copy of the Transfer
instrument and a ratification and assumption by the assignee of this Agreement
(if the assignee is to be admitted as a Member), each in form and substance
reasonably satisfactory to the other Members.  For purposes hereof, a
Transfer shall be deemed to have occurred with respect to a Member upon any
assignment, transfer, or other disposition (voluntary, involuntary, or by
operation of law) of a direct or indirect interest in that Member.
  (b)           Permitted Blackstone
Transfers.  Notwithstanding the provisions of Section 3.2(a),
the Blackstone Member may, at any time and without the consent of any other
Member, Transfer, or otherwise grant Encumbrances in, all or any portion of its
Interest (and any Person holding a direct or indirect interest in the Blackstone
Member may Transfer or otherwise grant an Encumbrance in the direct or indirect
interests in the Blackstone Member held by such Person) (i) to an Affiliate of
BREP, or (ii) to any other Person, so long as immediately following any such
Transfer the transferee shall be an Affiliate of
BREP.  Notwithstanding the foregoing, the Blackstone Member shall be
entitled to pledge its Interest and to allow the pledge of the direct or
indirect ownership of the Blackstone Member to any bank or other financial
institution without the consent of any Member if such pledge is in connection
with a loan or line of credit that is secured by material assets in addition to
its Interest.  Transferees of direct Interests permitted by this
paragraph shall be admitted as a Member of the Company without the consent of
the other Members, provided only that the transferee shall be required to
deliver to the non-assigning Members an assumption of the obligations under this
Agreement with respect to such transferred Interest arising from and after the
date of such transfer, and provided further that the Blackstone Member shall
remain obligated to fund any Additional Capital Contributions approved or
required pursuant to Section 6.2 but not funded at the time of such
Transfer.  In addition, any bank or other financial institution which
was granted any pledge by the Blackstone Member permitted by this paragraph (and
any Affiliate or nominee thereof) shall be admitted as a member of the Company
without the consent of the Members if it shall become a transferee of an
Interest as the result of the exercise of the remedies under such pledge
(including a transfer in lieu of foreclosure); provided  that (1) such
bank or other financial institution (or Affiliate or nominee thereof) shall be
required to deliver to the other Members an assumption of the obligations of the
Blackstone Member under this Agreement arising from and after the date of such
transfer, and (2) such bank or other financial institution shall not be entitled
to succeed to the Blackstone Member’s role as Managing Member under this
Agreement, and from and after the date of any such exercise of remedies the
Glimcher Member shall have the right to appoint the Managing Member in its sole
discretion.
  13
  (c)           Permitted Glimcher
Transfers.  Notwithstanding the provisions of Section 3.2(a),
the Glimcher Member may, at any time and without the consent of any other
Member, Transfer, or otherwise grant Encumbrances in, all or any portion of its
Interest (and any Person holding a direct or indirect interest in the Glimcher
Member may Transfer or otherwise grant an Encumbrance in the direct or indirect
interests in the Glimcher Member held by such Person) (i) to an Affiliate of
GRT, or (ii) to any other Person, so long as immediately following any such
Transfer,  (a) GPLP shall own no less than 51% of the ownership
interests in such transferee, and (b) GPLP shall control such
transferee.  Notwithstanding the foregoing, the Glimcher Member shall
be entitled to pledge its Interest and to allow the pledge of the direct or
indirect ownership of the Glimcher Member to any bank or other financial
institution without the consent of any Member if such pledge is in connection
with a loan or line of credit that is secured by material assets in addition to
its Interest.  Transferees of direct Interests permitted by this
paragraph shall be admitted as a Member of the Company without the consent of
the other Members, provided only that the transferee shall be required to
deliver to the non-assigning Members an assumption of the obligations under this
Agreement with respect to such transferred Interest arising from and after the
date of such transfer; and provided further that the Glimcher Member shall
remain obligated to fund any Additional Capital Contributions approved or
required pursuant to Section 6.2 but not funded at the time of such
Transfer.  In addition, any bank or other financial institution which
was granted any pledge by the Glimcher Member permitted by this paragraph (and
any Affiliate or nominee thereof) shall be admitted as a member of the Company
without the consent of the Members if it shall become a transferee of an
Interest as the result of the exercise of the remedies under such pledge
(including a transfer in lieu of foreclosure); provided  that (1) such
bank or other financial institution (or Affiliate or nominee thereof) shall be
required to deliver to the other Members an assumption of the obligations of the
Glimcher Member under this Agreement arising from and after the date of such
transfer, and (2) such bank or other financial institution shall not be entitled
to succeed to the Glimcher Member’s role as Administrative Member under this
Agreement, and from and after the date of any such exercise of remedies the
Blackstone Member shall have the right to appoint the Administrative Member in
its sole discretion.
  Section
3.3.   Transfer Subject to
ROFO.
  (a)           Notwithstanding
anything to the contrary contained herein, from and after the Lockout Date each
of the Blackstone Member and the Glimcher Member shall have the right to sell
all (but not part) of its Interest in the Company to any Person, provided such
sale shall be subject to the right of first offer given to the other Member
pursuant to this Section 3.3 (“Interest
ROFO”).  At any time following the Lockout Date, the Member
desiring to sell its Interest (“Selling Member”)
shall be required to give written notice (the “Interest ROFO
Notice”) to the other Member (the “Responding Member”)
of the Selling Member’s desire to sell its Interest in the Company (the “Offered Interest”),
which shall contain an offer by the Selling Member to sell the Offered Interest
to the Responding Member at a price set forth in the Interest ROFO Notice (the
“Interest ROFO
Purchase Price”).   At any time within the 45 day period
(the “Interest ROFO
Response Period”) commencing on the day the Selling Member sends the
Interest ROFO Notice to the Responding Member, the Responding Member shall
either (A) deliver to the Selling Member a written notice electing to purchase
the Offered Interest for the Interest ROFO Purchase Price (an “Interest ROFO Election
Notice”), or (B) deliver to Selling Member a written notice rejecting the
offer contained in the Interest ROFO Notice (a “Interest ROFO Rejection
Notice”).  If the Responding Member fails to deliver an
Interest ROFO Election Notice or Interest ROFO Rejection Notice within the
Interest ROFO Response Period, the Responding Member shall be deemed to have
delivered an Interest ROFO Rejection Notice rejecting the offer contained in the
Interest ROFO Notice.
  14
  (b)           If
the Responding Member delivers an Interest ROFO Election Notice, then within
three Business Days after the date thereof, the Responding Member shall deposit
in escrow with a reputable title insurance company authorized to do business in
the State of New York (the “Interest ROFO Escrow
Agent”) pursuant to escrow instructions consistent with this Section 3.3,
a non-refundable cash down payment in immediately available funds in an
aggregate amount equal to 10% of the Interest ROFO Purchase Price (the “Interest ROFO Down
Payment”).  If the Responding Member fails to timely deliver
the Interest ROFO Down Payment, the Responding Member shall be deemed to have
delivered an Interest ROFO Rejection Notice rejecting the offer contained in the
Interest ROFO Notice.
  (c)           If
the Responding Member timely delivers the Interest ROFO Down Payment, the
Selling Member, as seller, and the Responding Member, as purchaser, shall
proceed to close the sale of the Offered Interest at the Interest ROFO Purchase
Price on a mutually acceptable closing date (the “Interest ROFO Closing
Date”), but in any event not later than 90 days after the Responding
Member delivered the Interest ROFO Election Notice, at a location designated by
the Responding Member.  On the Interest ROFO Closing Date, (x) the
Selling Member shall sell to the Responding Member the Offered Interest free and
clear of all liens, claims, encumbrances, options and rights of any kind by
execution and delivery of the documents attached hereto as Exhibit B (the “Interest ROFO Sale
Documents”), (y) the Interest ROFO Escrow Agent shall deliver the
Interest ROFO Down Payment in immediately available funds to the Selling Member
and (z) the Responding Member shall pay to the Selling Member the Interest ROFO
Purchase Price (less a credit for the Interest ROFO Down Payment) in immediately
available funds, as adjusted by customary closing adjustments.  Each
party shall pay its own closing costs in connection with such sale, provided
that any transfer taxes or other similar tax payable in connection therewith
shall be paid by the Members pro rata in accordance with their respective
Capital Sharing Ratios.  If the closing fails to occur by reason of a
default of the Responding Member, the Responding Member’s Interest ROFO rights
under this Section 3.3 shall be deemed extinguished and shall thereafter be null
and void and of no further force and effect, the Selling Member shall be
entitled to retain the Interest ROFO Down Payment as liquidated damages and the
Selling Member shall thereafter be free, at any time and from time to time, to
cause a sale of the Offered Interest in an arms-length transaction with a
third-party unaffiliated with the Selling Member at such price as the Selling
Member determines.  If the closing hereunder fails to occur by reason
of default of the Selling Member, the Responding Member shall have the right, as
its sole and exclusive remedy, to either (A) demand that the Interest ROFO Down
Payment be returned to the Responding Member, or (B) seek specific
performance.
  15
  (d)           If
the Responding Member delivers an Interest ROFO Rejection Notice (or is deemed
to have delivered an Interest ROFO Rejection Notice), the Selling Member shall
have a period of 180 days from expiration of the Interest ROFO Response Period
to enter into a contract of sale with a third party unaffiliated with Selling
Member (the “Interest
Purchase Agreement”) to complete the sale of the Offered Interest for a
purchase price of not less than 95% of the Interest ROFO Purchase
Price.  The Selling Member shall deliver a copy of the Interest
Purchase Agreement (together with all schedules and exhibits thereto) to the
Responding Member promptly following execution.  The Interest Purchase
Agreement must provide for a closing thereunder on a date not later than 270
days after expiration of the Interest ROFO Response Period.   If
(i) the Interest Purchase Agreement is not executed within 180 days from
expiration of the Interest ROFO Response Period, (ii) the closing thereunder
does not occur within 270 days of the expiration of the Interest ROFO Response
Period, or (iii) Selling Member desires to sell the Offered Interest for less
than 95% of the Interest ROFO Purchase Price, Selling Member must again comply
with the ROFO procedures in this Section 3.3 prior to any sale of its Interest
and the other Member shall have all the rights available to it under this
Section 3.3 in connection with any such sale.
  (e)           Notwithstanding
anything to the contrary contained in this Agreement or elsewhere, in the event
that the Glimcher Member transfers its Interest in the Company under this
Section 3.3, (i) it shall be a condition to the consummation of such sale that,
at the option of the Blackstone Member in each case, the Property Management
Agreements, Affiliate Service Contracts and any other agreement between the
Company or the Property Owners, on the one hand, and any Affiliate of the
Glimcher Member, on the other hand, shall be terminated without any penalty,
premium or other liability incurred by the Property Owners, the Company or the
Members, (ii) the Blackstone Member shall thereafter have the right to cause the
Company and/or the Property Owners to enter into such property management and
leasing agreements with respect to the Properties as the Blackstone Member in
its sole discretion shall decide, and (iii) no such transferee of the Glimcher
Member’s Interest shall become the Administrative Member, and the Blackstone
Member shall have the sole and exclusive right to appoint the successor
Administrative Member from and after the consummation of the sale of the
Glimcher Member’s Interest.
  Section
3.4.   Other
Transfer Provisions.
  (a)           Notwithstanding
the provisions of Sections 3.2(b), 3.2(c) or 3.3, no Member may Transfer or
Encumber all or any part of its Interest if such Transfer or Encumbrance would
(i) violate any provision of any Indebtedness or the organizational documents of
the Company, (ii) violate, or cause the Company to violate, any applicable law
or regulation, including any federal or state securities laws, or (iii)
jeopardize the status of the Company as a partnership for federal income tax
purposes.
  16
  (b)           To
the fullest extent permitted by law, any attempted Transfer of all or any
portion of an Interest or any Encumbrance, other than in strict accordance with
this Article 3, shall be null and void.
  Section
3.5.   Tag-Along
Rights.  If the Responding Member delivers (or is deemed to
deliver) an Interest ROFO Rejection Notice pursuant to Section 3.3(a), and the
Selling Member thereafter intends to execute an Interest Purchase Agreement with
respect to the Offered Interest, the Responding Member may require the Selling
Member to include the Responding Member’s Interest in such sale in accordance
with the provisions of this Section 3.5:
  (a)           In
the event the Selling Member proposes to enter into an Interest Purchase
Agreement pursuant to Section 3.3(d), the Selling Member shall deliver written
notice to the Responding Member (the “Tag Along Offer
Notice”) which shall include:
  (1)      A
description of the proposed purchase price and other material terms under such
proposed Interest Purchase Agreement , including a draft of the Interest
Purchase Agreement and any letters of intent or term sheets, and
  (2)      An
offer by the Selling Member to include the Responding Member’s Interest in such
proposed sale.
  (b)           The
Responding Member may accept the offer contained in the Tag Along Offer Notice
by delivering written notice to the Selling Member of such intent (“Tag Along Acceptance
Notice”) at any time within the 10 Business Day period following delivery
of the Tag Along Notice.  If the Responding Member does not deliver
the Tag Along Acceptance Notice within such 10 Business Day period, the Selling
Member shall be free to consummate such sale in accordance with Section 3.3
without including the Responding Member’s Interest. If the Responding Member
does deliver a Tag Along Acceptance Notice within such 10 Business Day period
then the Selling Member shall be required to include the Responding Member’s
Interest in any such sale at the price and substantially in accordance with the
other terms set forth in the Tag Along Offer Notice.    Each
Member shall use commercially reasonable efforts to cooperate with respect to
any sale pursuant to this Section 3.5.
  Section
3.6.   Resignation .  A
Member may not resign or withdraw from the Company without the consent of all
other Members (which can be withheld in their sole discretion).
  Section
3.7.   Information .  In
addition to the other rights specifically set forth in this Agreement, each
Member is entitled to the following information under the circumstances and
conditions set forth in the Act: (a) true and full information regarding the
status of the business and financial condition of the Company; (b) promptly
after becoming available, a copy of the Company’s federal, state and local
income tax returns for each year; (c) a current list of the name and last known
business, residence or mailing address of each Member; (d) a copy of this
Agreement and the Certificate and all amendments to such documents; (e) true and
full information regarding the amount of cash and a description and statement of
the agreed value of any other property or services contributed by each Member
and which each Member has agreed to contribute in the future, and the date on
which each became a Member; and (f) other information regarding the affairs of
the Company to which that Member is entitled pursuant to the Act (including all
Company books and records).  Under no circumstances shall any
information regarding the Company or its business be kept confidential from any
Member.
  17
  Section
3.8.   Liability to Third
Parties .  No
Member shall be liable for the debts, obligations or liabilities of the Company
except as specifically agreed by such Member and approved by all other
Members.  Each Member acknowledges and agrees that the terms of
Article 6 are a part of this Agreement solely for the individual benefit of the
Members, are not an asset of the Company and may not be relied on by any
creditor of the Company.
  Section
3.9.   ERISA
Matters.  The parties acknowledge that the Blackstone Member is
a an entity that is intended to qualify as a “real estate operating company”
within the meaning of the U.S. Department of Labor plan asset regulation
(Section 2510.3-101, Part 2510 of Chapter XXV, Title 29 of the Code of Federal
Regulations) and that it is intended that the Blackstone Member will have the
right to substantially participate directly in the management, operations and
development of the Properties.  Towards that end, on the date hereof,
the Company and the Property Owners shall execute and deliver the letter
agreement in the form attached as Exhibit
A.
  ARTICLE
4
 MANAGEMENT
OF THE COMPANY
  Section
4.1.   Management .
  (a)           In
General.
  (1)      The
Members hereby appoint the Glimcher Member as the initial Administrative Member
of the Company (in such capacity, the “Administrative
Member”) subject to the terms of Section 4.2 hereof.
  (2)      No
Member shall be liable, responsible or accountable in damages or otherwise to
the Company or to any other Member for (i) any act performed within the scope of
the authority conferred on such Member by this Agreement, (ii) such Member’s
failure or refusal to perform any act, except those expressly required by or
pursuant to the terms of this Agreement, (iii) such Member’s performance of, or
failure to perform, any act on the reasonable reliance on advice of legal
counsel to the Company, (iv) the negligence, dishonesty or bad faith of any
agent, consultant or broker of the Company selected, engaged or retained in good
faith, or (v) any other act or failure to act, unless such act or failure to act
constitutes gross negligence, fraud or intentional misconduct and has a material
adverse effect on the Company.
  (3)      
Except as expressly delegated to the Administrative Member pursuant to this
Agreement or as otherwise provided in this Agreement relating to a Blackstone
Major Decision, and subject to the requirements of this Article 4, the
management and control of the Company shall be vested exclusively in the
Members.  Except for the authority and responsibilities granted to the
Administrative Member or the Managing Member as expressly provided herein, no
Member shall have the right to act for, or bind, the Company in any way unless
delegated such power by unanimous consent of the Members.
  18
  (4)      Upon
the request of any Person, the other Members shall confirm in writing the
authorization of the Managing Member or the Administrative Member, as the case
may be, to take any specific action on behalf of and in the name of the Company
which is authorized to be taken by such Member under the terms of this
Agreement.
  (b)           Unanimous Major
Decisions.  No action shall be taken, sum expended, or
obligation incurred by the Administrative Member or the Company regarding the
matters described below (the “Unanimous Major
Decisions”) unless such specific action or expenditure is (i) expressly
included in the Business Plan or Operating Budget then in effect in accordance
with Section 4.3 hereof, or (ii) approved by both the Blackstone Member and the
Glimcher Member:
  (1)      Any
sale or transfer of the Properties or the Property Owners prior to the Lockout
Date;
  (2)      Any
borrowing, financing, mortgaging, hypothecation or encumbrance of the Properties
or the Property Owners other than in accordance with a Qualified
Financing;
  (3)      calling
of Additional Capital Contributions (subject to the provisions of Sections
6.2(b) and 6.2(c));
  (4)      regarding
Company financial affairs, (A) determination of accounting policies, including
selection of depreciation schedules, accounting methods, making of decisions
regarding treatment of transactions and allocations for federal and state
income, franchise or other tax purposes and the making of any tax elections,
except to the extent otherwise expressly provided in this Agreement, (B)
selection of banks for deposit of Company funds, and the designation of Persons
with signatory authority over withdrawal of such funds, and (C) the
determination of any capital or operating reserves necessary or advisable for
the Company or any modifications thereof;
  (5)      regarding
operation of the Properties, approval of brokerage agreements and any other
material third party agreements and subject to the Blackstone Member’s rights
under Section 4.1(c) and 4.1(d)) below, any amendments to or termination of any
of the foregoing; insurance coverages, the underwriters thereof and claims
related thereto; zoning changes, any ground lease or master lease for all or
substantially all of any Property, easements, restrictive covenants, reciprocal
operating agreements, cross-easement agreements, similar agreements or any
amendments thereto, and any material matters relating to any casualty affecting
the Property, or any condemnation or eminent domain proceeding affecting the
Property; setting the amount of reserves for capital improvements, replacements,
purchases, or any other Company purposes; modifications of any of the foregoing;
and all matters relating to the Property’s compliance with environmental,
health, access, and other applicable laws other than in the ordinary course of
business;
  19
  (6)      regarding
any alterations to the Properties, approval of the plans and specifications
therefor, construction drawings therefor, development schedules, budgets, and
all other material matters relating to the development of the Properties; any
construction contracts, selection of contractors, architects and engineers;
related insurance coverages, the underwriters thereof, and claims related
thereto, and any variation from or amendment to any of the
foregoing;
  (7)      selection
of attorneys, accountants, auditors, engineers, environmental consultants, or
other professionals for the Properties or the Company, except as set forth in
Section 5.1;
  (8)      approval,
amendment or extension of any Lease or the termination or acceptance of
cancellation or surrender of any Lease;
  (9)      entering
into any agreement with any governmental agency, neighboring or adjacent
property owner, any community organizations, or any other third party which
directly binds the Company or its subsidiaries;
  (10)           regarding
any environmental matter relating to the Properties, including the adoption of
and implementation of any operation and maintenance program or any other program
to remove or otherwise remediate hazardous materials or other potential adverse
effects on the assets (including goodwill) of the Company;
  (11)           commencing,
defending or settling any legal action;
  (12)           making
any expenditure or incurring any costs or expenses by or for the Company which
is not set forth in the approved Operating Budget or Business Plan;
  (13)           merging
with or acquiring any other Person;
  (14)           forming
subsidiaries of the Company;
  (15)           the
recapitalization of the Company;
  (16)           acquiring
any real properties;
  (17)           hiring
any employee on behalf of the Company;
  (18)           filing
of any petition or consenting to the filing of any petition that would subject
the Company, any Property Owner or any of the Properties or any portion thereof
to a Bankruptcy; and
  (19)           defeasance,
modification, amendment or extension of the Indebtedness, other than as set
forth in Section 4.1(c) of this Agreement.
  (c)           Blackstone Major
Decisions. Notwithstanding the foregoing or anything to the contrary in
this Agreement or elsewhere, the Blackstone Member shall have the sole and
exclusive authority over the following matters (the “Blackstone Major
Decisions”) and no action shall be taken, sum expended, or obligation
incurred by any Member or the Company with respect to such actions without the
express written approval of the Blackstone Member, which may be given or
withheld in the Blackstone Member’s sole discretion (it being acknowledged and
agreed that the Blackstone Member shall have the sole authority, without the
approval of any other Member, to make and implement each of the following on
behalf of the Company and the Property Owners):
  20
  (1)      Any
Qualified Financing (including when and whether to implement any Qualified
Financing and all decisions relating to the terms, provisions and implementation
thereof);
  (2)      Any
sale, assignment, transfer or other disposition of one or both of the Properties
from and after the Lockout Date, subject only to the Glimcher Member’s right of
first offer under Section 4.13 below;
  (3)      Approval
of the Business Plan (including the Operating Budget);
  (4)      In
the event the Glimcher Property Manager or Glimcher Leasing Agent is terminated
pursuant to the terms of this Agreement or the Property Management Agreement,
the selection and appointment of a replacement property manager and/or leasing
agent (including the negotiation and execution of applicable management and/or
leasing agreements), which may be an Affiliate of Blackstone, on customary terms
and at comparable rates of compensation which prevail in the marketplace among
unrelated third parties and in accordance with any applicable
Indebtedness;
  (5)      The
taking of all decisions with respect to the Company, the Property Owners and the
Properties following the occurrence of a Removal Event, subject to its fiduciary
obligations to all Members; and
  (6)      With
respect to any Indebtedness, (a) any prepayment or refinancing of such
Indebtedness at maturity or during the period in which voluntary prepayments are
permitted thereunder provided any such replacement financing is in accordance
with a Qualified Financing; provided that the Blackstone Member shall only have
the right to cause a voluntary prepayment of the Existing Loans prior to
maturity thereof if no penalty, premium or defeasance costs are payable in
connection with such prepayment; (b) any extension of the term of such
Indebtedness provided such extension would otherwise be in accordance with a
Qualified Financing; or (c) any modification to an Existing Loan which documents
the replacement of the guarantor thereunder or the property manager thereunder,
to the extent permitted under the terms of the Existing Loans and the applicable
property management agreement.
  (d)           Managing Member Authority
Over Glimcher Agreements. Notwithstanding anything to the contrary
contained in this Agreement, the Blackstone Member shall have sole authority on
behalf of the Company and the Property Owners (and the Glimcher Member shall not
be entitled) to enter into, enforce, modify, amend, terminate in accordance with
its terms, make waivers, make all decisions and take all actions under any
agreement between the Company and/or Property Owners and the Glimcher Member or
any of its Affiliates on behalf of the Company or the Property Owners,
including, without limitation, the Property Management Agreements and the
Affiliate Service Contracts.
  21
  Section
4.2.   Authority and Duties of the
Administrative Member.
  (a)           The
Administrative Member shall have the authority to do, and shall be responsible
for, the items set forth below in this Section 4.2(a).  The
Administrative Member shall discharge such duties in a proper manner as provided
for in this Agreement.  The Administrative Member shall use diligent
efforts to keep the Managing Member fully informed regarding all material
matters in connection with its obligations under this Section 4.2(a) and
relating to the Company and its operations and assets (and such other matters as
the Managing Member may reasonably request from time to time) and shall consult
on a monthly basis and at all reasonable times requested by the Managing Member,
and without limitation on the foregoing, shall promptly inform the Managing
Member with respect to any major or significant Company matters so that the
Managing Member may exercise any rights it may have under this Agreement. 
The Administrative Member shall at all times act in good faith and in the best
interests of the Company and the Properties and shall use its commercially
reasonable efforts to carry out the following duties:
  (A)           implementing
all Unanimous Major Decisions approved in accordance with Section 4.1(b) and all
Blackstone Major Decisions unless otherwise directed by the Blackstone
Member;
  (B)           complying
with, and causing the Company and the Property Owners to comply with the terms,
conditions and requirements of any Indebtedness;
  (C)           delivering
the reports required under Section 5.1 of this Agreement and filing the forms
required under Section 9.4;
  (D)           supervising
any third parties engaged by the Company in accordance with this
Agreement;
  (E)           maintaining
the insurance coverages required pursuant to this Agreement, the Business Plan
and the applicable Property Management Agreements;
  (F)           ensuring
the Company’s material compliance with all applicable laws, rules, regulations,
permits and licenses affecting the Company; and
  (G)           maintaining
accurate records reflecting the status of taxes, assessments and other similar
items that are or may become liens against the Properties, and the status of any
insurance premiums, real estate taxes, rents, mortgages and other expenses in
respect thereof, and ensuring the timely payment of such items.
  (b)           In
the event that the Administrative Member fails to perform any of its duties
under this Agreement within 10 Business Days after receipt of written notice of
such default from the Managing Member, or if such duty cannot reasonably be
performed within 10 Business Days, such additional time, not to exceed one year,
necessary to cure such default, provided the Administrative Member commences
performance within ten (10) Business Days and proceeds diligently in good faith
to effect such performance thereafter,  the Managing Member shall have
the right (but not the obligation), in its sole and absolute discretion and in
addition to any other rights and remedies available to the Managing Member under
this Agreement or at law or in equity, to perform such duties.
  22
  (c)           The
staff members of the Administrative Member shall devote such time and efforts to
the Company and the Properties as is necessary to properly carry out the duties
of the Administrative Member under this Agreement in a timely and cost efficient
manner.  The Administrative Member shall not delegate any of its
rights or powers to manage and control the business and affairs of the Company
without the prior written consent of the Managing Member or as expressly
provided for under this Agreement.
  Section
4.3.   Business Plan and Operating
Budget .  The
Business Plan for calendar year 2010 shall be approved in accordance with the
Purchase Agreement.  Pursuant to the Property Management Agreements,
Property Manager shall (A) beginning in 2010, prepare an updated Business Plan
(including an Operating Budget) annually which shall be submitted to the
Blackstone Member for approval on or before November 15th of
each year, and (B) implement the Business Plan on behalf of the Company in
accordance with the terms of this Agreement and the Property Management
Agreement.
  Section
4.4.   Meetings of
Members .
  (a)           Regular
Meetings.  The Members shall hold annual meetings (or such more
frequent meetings as the Members may mutually agree) after the Property Manager
submits a Business Plan and Operating Budget to the Blackstone Member for its
review, to discuss the Properties and such other matters regarding Company
business as the Members may decide.
  (b)           Special
Meetings.  Special meetings of the Members may be called by the
Administrative Member or by the Managing Member at any time by delivering at
least two Business Days’ prior notice thereof to the other Member to discuss
such matters regarding Company business as the Members may decide; provided that
the failure to attend any such meetings shall not limit any approval rights
granted to a Member under this Agreement.
  (c)           Procedure.  Each
Company meeting shall be held at a place mutually agreed upon by the Members;
provided, that any meeting may take place by means of telephone conference,
video conference, or similar communication equipment by means of which all
Persons participating therein can hear each other.  Attendance of a
Person at a meeting shall constitute a waiver of notice of such meeting, unless
such Person attends the meeting for the purpose of objecting to the transaction
of any business on the ground that the meeting is not lawfully called or
convened.  A Person may vote at such meeting by written proxy executed
by that Person and delivered to the Administrative Member or other
Member.  A proxy shall be revocable unless it is stated to be
irrevocable.  Any action required or permitted to be taken at such
meeting may be taken without a meeting, without prior notice, and without a vote
if a consent or consents in writing, setting forth the action so taken, is
signed by the Members that would be necessary to take the action at a meeting at
which all Members were present and voted.  If the consent of either
the Glimcher Member or the Blackstone Member is required under Sections
4.1(b)(5) – (9) or Section 4.1(b)(11) and the other Member requests such consent
in writing, the Glimcher Member or the Blackstone Member, as the case may be,
shall be deemed to have given its consent to such request if it does not
affirmatively respond in writing within ten (10) Business Days of receipt of
such request.
  23
  Section
4.5.   Removal of Administrative
Member .
  (a)           The
Administrative Member may be removed as Administrative Member by the Managing
Member as provided herein under any of the following circumstances (each, a
“Removal
Event”):
  (1)      If
the Glimcher Member or any Affiliate of the Glimcher Member (i) is convicted of
a felony; (ii) misappropriates or defalcates any funds derived from the Property
(including rents, security deposits, down payments,  insurance
proceeds and condemnation awards); (iii) commits fraud, intentional
misrepresentation of a material fact, gross negligence or willful misconduct
with respect to the Companies or the Properties; or (iv) commits any other
material breach of this Agreement which would cause material adverse harm to the
Company or the Managing Member, which breach continues for 30 days after receipt
by the Glimcher Member of written notice from the Managing Member of its
occurrence, or, with respect to such breach that requires more than 30 days to
cure, such additional time, not to exceed one year, necessary to cure such
breach as long as the Glimcher Member or such Affiliate commences to cure
promptly after receipt of written notice of such breach and thereafter
diligently prosecutes the cure to completion;
  (2)      If
a material breach or default under the terms of any Indebtedness occurs which is
due to the affirmative actions or inactions of the Glimcher Member or any
Affiliate of the Glimcher Member and such actions or inactions (i) are not
otherwise approved by the Managing Member, and (ii) are not due to the
performance of the Properties or the failure of the Company to provide the
Glimcher Member with either the authority or the necessary funds to perform its
obligations under such agreements;
  (3)      If
a material breach or default by the Glimcher Property Manager or Glimcher
Leasing Agent under the terms of the Property Management Agreements, as
applicable, occurs beyond any applicable grace or cure period provided
therein;
  (4)      If
a material default by the Company or the Property Owners occurs under any
material agreement (which shall include, without limitation, any property
management agreement and any leasing agreement) which is caused by the
affirmative actions or inactions of the Glimcher Member and such actions or
inactions (i) are not otherwise approved by the Managing Member, (ii) are not
due to the performance of the Properties or the failure of the Company to
provide the Glimcher Member with either the authority or the necessary funds to
perform its obligations under such agreements, and (iii) are reasonably expected
to have a material adverse effect on the Company, the Properties or the
Blackstone Member, and such default is not cured by the Glimcher Member within
the applicable cure period under such agreement;
  24
  (5)      Bankruptcy
of the Company or any Property Owner filed by Glimcher Member without the
consent of the Managing Member;
  (6)      Bankruptcy,
liquidation or dissolution of the Glimcher Member, GRT, Glimcher Property
Manager or Glimcher Leasing Agent;
  (7)      The
occurrence of any other material breach or material default by the Glimcher
Member under the terms of this Agreement (i.e., a breach or default not
specifically identified and provided for above in this Section 4.5(a)) that has
or could reasonably be expected to have a material adverse effect on the Company
or the Property Owners, if the actions or inactions causing such breach (i) are
not otherwise approved by the Managing Member, (ii) are not due to performance
of the Properties or the failure of the Company to provide the Glimcher Member
with either the authority or the necessary funds to perform its obligations
under such agreements, and such breach is not cured within 30 days after notice
of the occurrence of such breach or default is delivered to the Glimcher Member
hereunder; provided, however, in the event
such breach or default is not cured within such 30 day period, then, provided
the Glimcher Member commences to cure such breach or default within the 30 day
period and continues to cure such default or breach with due diligence, then
such 30 day period shall be extended for so long as it shall require the
Glimcher Member in the exercise of due diligence to cure such default or breach,
such extension not to exceed one year in the aggregate.
  (b)           Upon
the occurrence of a Removal Event, the Managing Member may, in its sole
discretion:
  (1)      relieve
the Glimcher Member of its rights and duties as the Administrative Member, in
which event the Managing Member, in its sole and absolute discretion, may
appoint itself, an Affiliate of the Managing Member, or a third party, as
Administrative Member, in each case, without the prior approval of the Glimcher
Member; and
  (2)      without
cause and without prior approval of the Glimcher Member, terminate all
agreements between the Company or Property Owners, on the one hand, and the
Glimcher Member and any Affiliate of the Glimcher Member, on the other hand,
including, without limitation, the Property Management Agreements and the
Affiliate Service Contracts.
  Section
4.6.   Property Management
Agreement. Each Member hereby authorizes and directs the Company to cause
the Property Owners to enter into a property management agreement with respect
to each Property with the Glimcher Property Manager and the Glimcher Leasing
Agent, effective as of the date hereof, in the form attached to the Purchase
Agreement as Exhibit
G (each, a “Property Management
Agreement”).  If a Property Management Agreement is terminated
for any reason, the replacement property manager or leasing agent hired by the
Company and the terms of its engagement shall be determined by the Blackstone
Member in its sole discretion, and may be with an Affiliate of
Blackstone.  Such replacement management and/or leasing agreement
shall be on customary terms and at competitive rates of compensation which
prevail in the marketplace among unrelated third parties, and notwithstanding
anything contained in this Agreement may include such delegations of such rights
and responsibilities similar to those rights and responsibilities granted to the
Glimcher Property Manager and Glimcher Leasing Agent under the Property
Management Agreements.
  25
  Section
4.7.   Intentionally
Omitted.
  Section
4.8.   Cooperation by
Administrative Member.  The Administrative Member agrees, upon
any termination of its role as Administrative Member in accordance with this
Agreement (whether upon a sale of its Interest in the Company or otherwise) to
cooperate with the other Members to effectuate an orderly transition of the
duties and obligations of the Administrative Member hereunder.
  Section
4.9.   Compensation of
Members . Except
pursuant to the Property Management Agreements, Affiliate Service Contracts and
the reimbursement of expenses as contemplated by Section 4.11 hereof, no
compensatory payment or reimbursement of expenses shall be made by the Company
or Property Owner to any Member for any services to the Company or Property
Owner by such Member or Affiliate of any such Member or employee of such Member
or Affiliate.
  Section
4.10.   Transactions with
Affiliates .  When
any service or activity to be performed on behalf of the Company is performed by
an Affiliate of a Member, the fee payable for such service or activity shall not
exceed the fee which would be payable by the Company to an unaffiliated third
party of comparable standing providing the same services and such agreement
shall otherwise be on arms-length terms and conditions.
  Section
4.11.   Indemnification;
Reimbursement of Expenses; Insurance .
  (a)           To
the fullest extent permitted by the Act: (1) the Company shall indemnify the
Managing Member, the Administrative Member and each Member who was, is or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding (“Proceeding”), any
appeal therein, or any inquiry or investigation preliminary thereto by reason of
the fact that such Member is or was a Managing Member, Administrative Member or
a Member, and (2) the Company shall pay or reimburse any Managing Member,
Administrative Member, or any Member for expenses incurred by such Member as
approved by the Managing Member: (A) in advance of the final disposition of a
Proceeding to which such Managing Member, Administrative Member, or Member was,
is or is threatened to be made a party, and (B) in connection with such Member’s
appearance as a witness or other participation in any Proceeding.  The
Company shall indemnify and advance expenses to an officer, employee or agent of
the Company to the same extent and subject to the same conditions under which it
may indemnify and advance expenses to Members under the preceding
sentence.  The provisions of this Section 4.11 shall not be exclusive
of any other right under any law, provision of this Agreement, or
otherwise.  Notwithstanding the foregoing, this indemnity shall not
apply to actions of any such Person constituting gross negligence, willful
misconduct or bad faith, but shall apply to actions constituting simple
negligence.  The Company may purchase and maintain insurance to
protect itself, and any Member, officer, employee or agent of the Company,
whether or not the Company would have the power to indemnify such Person under
this Section 4.11.  This indemnification obligation shall be limited
to the assets of Company and no Member shall be required to make a Capital
Contribution or loan in respect thereof.
  26
  (b)           Each
Member agrees to indemnify, defend and hold harmless the Company and the other
Members from any loss, claim, damage or liability resulting from actions of such
Member constituting gross negligence, willful misconduct or bad faith or actions
taken outside the scope of authority provided under this Agreement.
  Section
4.12.   Conflicts of
Interest.  Except as expressly provided under this Agreement,
each Member and any Affiliate of any Member may engage in and possess interests
in other business ventures of any and every type and description, independently
or with others, including ones in competition with the Company, with no
obligation to offer to the Company or any other Member the right to participate
therein or to account therefore; provided, the foregoing shall in no way
diminish or impair any rights of the Company and Property Owners or obligations
of the Glimcher Property Manager or Glimcher Leasing Agent under the Property
Management Agreements.
  Section
4.13.   Blackstone Right to Cause
Sale; Glimcher ROFO.
  (a)           From
and after the Lockout Date, the Blackstone Member shall have the sole right to
cause the sale of one or both of the Properties (or 100% of the interests in one
or both Property Owners) to an unaffiliated third party (any such sale, an
“Asset
Disposition”), provided such sale shall be subject to the right of first
offer given to the Glimcher Member pursuant to this Section 4.13 (“Asset
ROFO”).  If the Blackstone Member desires to cause an Asset
Disposition, the Blackstone Member shall be required to give written notice (the
“Asset ROFO
Notice”) to the Glimcher Member identifying one or both of the Properties
(or one or both of the Property Owners) (the “Offered Assets”) and
containing an offer by the Blackstone Member to cause the Property Owners (or
the Company) to sell the Offered Assets to the Glimcher Member at a price set
forth in the Asset ROFO Notice (the “Asset ROFO Purchase
Price”).  At any time within the 45 day period (the “Asset ROFO Response
Period”) commencing on the day the Blackstone Member sends the Asset ROFO
Notice to the Glimcher Member, the Glimcher Member shall have the right to
deliver written notice to the Blackstone Member either (A) electing to purchase
the Offered Assets for the Asset ROFO Purchase Price (an “Asset ROFO Election
Notice”), or (B) rejecting the offer contained in the Asset ROFO Notice
(an “Asset ROFO
Rejection Notice”).  If the Glimcher Member fails to duly
deliver an Asset ROFO Election Notice within the Asset ROFO Response Period, the
Glimcher Member shall be deemed to have delivered an Asset ROFO Rejection Notice
rejecting the offer contained in the Asset ROFO Notice.  If the Asset
ROFO Notice covers both Properties (or both Property Owners), then the Glimcher
Member’s Asset ROFO Election Notice must cover both Properties (or Property
Owners).
  (b)           If
the Glimcher Member duly delivers an Asset ROFO Election Notice, then within
three Business Days after the date thereof, the Glimcher Member shall deposit in
escrow with a reputable title insurance company authorized to do business in the
State of New York (the “Asset ROFO Escrow
Agent”) pursuant to escrow instructions consistent with this Section
4.13, a non-refundable cash down payment in immediately available funds in an
aggregate amount equal to 10% of the Asset ROFO Purchase Price (the “Asset ROFO Down
Payment”).  If the Glimcher Member fails to timely deliver the
Asset ROFO Down Payment, the Glimcher Member shall be deemed to have delivered
an Asset ROFO Rejection Notice.
  27
  (c)           If
the Glimcher Member timely delivers the Asset ROFO Down Payment, then each
applicable Property Owner (or the Company), as seller, and the Glimcher Member,
as purchaser, shall proceed to close the sale of the Offered Assets at the Asset
ROFO Purchase Price on a mutually acceptable closing date (the “Asset ROFO Closing
Date”), but in any event not later than 90 days after the Glimcher Member
delivered the Asset ROFO Election Notice, at a location designated by the
Blackstone Member.  On the Asset ROFO Closing Date, (x) the Property
Owners (or the Company) shall sell to the Glimcher Member the Offered Assets
free and clear of all monetary liens other than liens for current real estate
taxes and assessments (or, to the extent permitted under any Indebtedness,
subject to such Indebtedness) by execution and delivery of the documents
attached hereto as Exhibit C (the “Asset ROFO Sale
Documents”), (y) the Asset ROFO Escrow Agent shall deliver the Asset ROFO
Down Payment in immediately available funds to the applicable Property Owner (or
the Company) and (z) the Glimcher Member shall pay to the applicable Property
Owner (or the Company) the Asset ROFO Purchase Price (less a credit for the
Asset ROFO Down Payment) in immediately available funds, as adjusted by
customary closing adjustments.  None of the Blackstone Member, the
applicable Property Owner or the Company shall be required to make any
representations or warranties with respect to the Offered Assets in connection
with such sale.  Each party shall pay its own closing costs in
connection with such sale, provided that any transfer taxes or other similar tax
payable in connection therewith shall be by the Members pro rata in accordance
with their respective Capital Sharing Ratios.  If the closing fails to
occur by reason of a default of the Glimcher Member, the Glimcher Member’s Asset
ROFO rights under this Section 4.13 shall be deemed forever extinguished and
shall thereafter be null and void and of no further force and effect, the
Blackstone Member shall be entitled to retain the Asset ROFO Down Payment as
liquidated damages and the Blackstone Member shall thereafter be free, at any
time and from time to time, to cause a sale of the Offered Asset in an
arms-length transaction with a third-party unaffiliated with the Blackstone
Member or BREP at such price as the Blackstone Member determines in its sole
discretion.  If the closing hereunder fails to occur by reason of
default of the Blackstone Member, the Glimcher Member shall have the right, as
its sole and exclusive remedy, to either (A) demand that the Asset ROFO Down
Payment be returned to the Glimcher Member, or (B) seek specific
performance.
  (d)           Notwithstanding
the foregoing, in the event the Offered Assets consist of both Properties (or
Property Owners), then, the Glimcher Member shall purchase all of the Blackstone
Member’s Interest in the Company, instead of purchasing the Offered Assets, and
the provisions of Section 4.13(c) shall apply in respect of such sale, except
that (i) the purchase price to be paid by the Glimcher Member to the Blackstone
Member in connection with consummating such sale shall be equal to the Interest
Price, and (ii) the documentation to be executed and delivered by the Glimcher
Member and the Blackstone Member to consummate such sale shall be in the form
attached hereto as Exhibit D (the “Asset ROFO Deemed
Liquidation Sale Documents”).
  (e)           If
the Glimcher Member delivers an Asset ROFO Rejection Notice (or is deemed to
have delivered an Asset ROFO Rejection Notice), the Blackstone Member shall have
the right, for a period of 180 days from expiration of the Asset ROFO Response
Period to cause the applicable Property Owners (or the Company) enter into a
contract of sale (the “Asset ROFO Purchase
Agreement”) with an unaffiliated third party to complete the sale of the
Offered Assets for a purchase price of not less than 95% the Asset ROFO Purchase
Price.  The Asset ROFO Purchase Agreement must provide for a closing
thereunder on a date not later than 270 days after expiration of the Asset ROFO
Response Period.   If (i) the Asset ROFO Purchase Agreement is
not executed within 180 days from expiration of the Asset ROFO Response Period,
(ii) the closing thereunder does not occur within 270 days of the expiration of
the Asset ROFO Response Period, or (iii) the Blackstone Member desires to sell
the Offered Asset for less than 95% of the Asset ROFO Purchase Price, the
Blackstone Member must again comply with the ROFO procedures in this Section
4.13 and the Glimcher Member shall have all the rights available to it under
this Section 4.13 in connection with any such sale.  If the Blackstone
Member offers both Properties under an Asset ROFO Notice, then it must sell both
Properties pursuant to this Section 4.13(e).
  28
  (f)           Notwithstanding
the provisions of Section 4.13, no Member may cause the sale or disposition of a
Property or an interest in a Property Owner if such sale or disposition would
(i) violate any provision of any Indebtedness, or (ii) violate, or cause the
Company to violate, any applicable law or regulation, including any federal or
state securities laws.
  ARTICLE
5
 ACCOUNTING
AND REPORTING
  Section
5.1.   Fiscal Year, Accounts,
Reports .
  (a)           The
fiscal year of the Company shall be the calendar year.
  (b)           The
books of account of the Company, at Company expense, shall be kept and
maintained by the Administrative Member on an accrual basis and in accordance
with generally accepted accounting principles (GAAP), applied on a consistent
basis; provided that the Administrative Member shall also provide quarterly book
to tax adjustments reasonably requested by the Managing Member.  The
annual audited statements shall be in accordance with generally accepted
accounting principles (GAAP), applied on a consistent basis, which statements
shall be delivered to the Members within 90 days of calendar year
end.  The Administrative Member shall prepare a reconciliation of such
books and records to accrual removing non-cash items such as straight-line
depreciation, fair market value adjustments and similar
items.  Further, the Administrative Member at the Company’s expense,
shall prepare or cause to be prepared all required federal, state and local
Company tax returns, which draft returns shall be delivered to the Members
within 60 days of calendar year end and shall be subject to the approval of the
Managing Member, not to be unreasonably withheld, and final returns (including
schedules K-1) to be delivered to the Members by April 15 and timely filed with
the appropriate government agencies.
  (c)           At
the earliest practicable time, but in no event later 90 days following the end
of each year, the Administrative Member, at the cost and expense of the Company,
shall provide annual audited financial statements for the Company including, as
supplementary schedules, a consolidated balance sheet, cash flow statement and
income statement for each Property and a statement of the Capital Accounts of
each Member, and of all balances of each Member indicating the type and amount
of each type of Capital Contribution and any changes in Members’ equity,
together with such other supplementary schedules, statements, reports, and data
files as may be reasonably requested by the Managing Member.  Such
annual financial statements shall be audited by BDO Seidman, LLP or such other
nationally recognized certified public accounting firm mutually selected by the
Members.
  29
  (d)           The
books and records of the Company shall be kept at the offices of the
Administrative Member.  Each Member, or its designated agents or
employees, at such Member’s own expense, may at all reasonable times during
usual business hours and upon reasonable prior notice, audit, examine and make
copies of or extracts from the books of account records, files and bank
statements of the Company.
  (e)           The
foregoing reports and statements are in addition to any other report or
statement specifically required by this Agreement.
  Section
5.2.   Financial Accounting
Matters .  The
Company’s books and financial statements shall be kept on an accrual basis or as
otherwise mutually agreed by the Blackstone Member and the Glimcher Member and
otherwise in accordance with generally accepted accounting principles
(consistently applied) unless otherwise expressly provided in this
Agreement.  All determinations, valuations and other matters of
judgment required to be made for accounting and tax purposes under this
Agreement that will have a material impact on the Blackstone Member shall be
made by mutual agreement of the Members.
  ARTICLE
6­
 CAPITAL
CONTRIBUTIONS
  Section
6.1.   Initial Capital
Contributions .    On
the date hereof, (i) the Blackstone Member is deemed to have made Capital
Contributions to the Company in the amount of $[________] [i.e. the
Purchase Price less the Loan Amortization Credit (each as defined in the
Purchase Agreement)(the “Adjusted
Purchase Price”)], and
(ii) the Glimcher Member is deemed to have made Capital Contributions to the
Company in the amount of $[________] [i.e. 2/3 of the
Adjusted Purchase Price].1  All Capital Contributions made in
accordance with this Section 6.1 shall be referred to herein as “Initial Capital
Contributions”.  The Members agree that after giving effect to
the Initial Capital Contributions, the respective Capital Sharing Ratios of the
Members as of the date hereof shall be as set forth on Schedule
A.
  Section
6.2.   Additional Capital
Contributions .
  (a)           After
the Initial Capital Contributions have been made, each Member shall make Capital
Contributions (“Additional Capital
Contributions”) pro rata based on each Member’s Capital Sharing Ratio, in
such amounts and at such times as are approved by the Members as a Unanimous
Major Decision. From time to time as
the Company requires funds to conduct its business as approved by the Members as
a Unanimous Major Decision, the Administrative Member, acting pursuant to the
authority granted to it under Section 4.2, shall give written notice (a “Funding Notice”) to
the Members of the amount of funds required, the use and purpose of such funds,
and each Member’s required contribution amount.
 
 
 1
Note: appropriate adjustments to initial capital contributions (and deemed
contributions) to be made based on any true up under Section 10.11 of the
Purchase Agreement; no change to be made to the 60/40 split.
  30
  (b)           In
addition to the foregoing, in the event additional capital is required by the
Company to address or avoid an “Emergency” (as defined below), both the
Administrative Member and the Managing Member shall have the authority to issue
a Funding Notice to the Members describing in reasonable detail the relevant
Emergency and indicating the amount of funds required and each Member’s required
contribution, and the Members shall be obligated to fund such amounts; provided,
however, that no Member shall be required to fund Additional Capital
Contributions in respect of Emergencies in excess of (i) $5,000,000 in any
calendar year, or (ii) $15,000,000 in the aggregate during the term of this
Agreement.  For purposes of this Agreement, an “Emergency” shall mean
the existence or imminent occurrence of any of the following events: (x)
shortfalls in funds for the payment of interest, required amortization (other
than any amortization at maturity) or required reserves under any Indebtedness,
(y) shortfalls in funds available for tenant inducement or tenant allowance
costs relating to each Lease which has been approved and entered into in
accordance with this Agreement or the Property Management Agreement, and (z)
costs associated with repairing or replacing life/safety systems or equipment at
a Property.
  (c)           Notwithstanding
anything to the contrary contained herein, each Member shall be automatically
obligated to fund Additional Capital Contributions pro rata in accordance with
their respective Capital Sharing Ratios (without any further approvals
hereunder) as may be required to fund any shortfalls in connection with the
consummation of a Qualified Financing (including funding any shortfalls relating
to (i) the Indebtedness being refinanced by such Qualified Financing and (ii)
any closing costs relating to such Qualified Financing).  Any
Additional Capital Contributions required to be funded by the Members pursuant
to this Section 6.2(c) shall be funded by each Member at least five Business
Days prior to the closing of the applicable Qualified Financing.
  (d)           In
the event of a failure by any Member to contribute an Additional Capital
Contribution required by this Section 6.2 within 10 Business Days of receipt of
the Funding Notice, such failure shall constitute a default by the Member of its
obligations under this Agreement and the Company and the other Member shall have
all remedies available at law and in equity, including all remedies set forth in
Section 6.3 of this Agreement.   Notwithstanding anything to the
contrary, a failure of the Glimcher Member to fund any Additional Capital
Contributions shall not constitute a Removal Event.
  (e)           No
Member shall be required to make Capital Contributions except as provided in
this Article 6.
  Section
6.3.   Failure to Make
Contributions .   If
a Member fails to timely contribute all or any portion of an Additional Capital
Contribution (such Member, a “Non-Funding Member”)
and such default is not cured within 10 days notice of the date such Additional
Capital Contribution was due, then the other Members shall have the option, in
proportion to their Capital Sharing Ratios or in such other percentages as they
may agree (the “Funding Members”) to
advance that portion of the Additional Capital Contribution that the Non-Funding
Member has failed to timely contribute (a) as an Additional Capital Contribution
by such Funding Members, with a corresponding dilution to the Non-Funding
Member’s Capital Sharing Ratio (such dilution to be on a 1.25:1 basis), or (b)
as a loan (each, a “Member Loan”) in
accordance with the provisions of this Article.  Any amounts funded by
a Funding Member on behalf of a Non-Funding Member as a Member Loan shall be
made directly to the Company, but shall be treated as a non-recourse (except to
the extent of the Non-Funding Member’s Interest) demand loan made by the Funding
Member to the Non-Funding Member, bearing interest at the Interest Rate, and a
Capital Contribution of the amount of such loan from the Non-Funding Member to
the Company.  Any such non-recourse loan shall be repaid in full
directly by the Company on behalf of the Non-Funding Member to the Funding
Member from Net Cash Flow and Capital Proceeds otherwise distributable to the
Non-Funding Member under Article 8 prior to any amount being distributed to such
Non-Funding Member.  Amounts paid directly by the Company to the
Funding Member on account of a Member Loan shall be deemed distributions to the
Non-Funding Member. Any Amounts used to repay such Member Loan shall be applied
first to accrued interest therein and then to repay principal of such Member
Loan.
  31
  Section
6.4.   Return of
Contributions .   Except
as expressly provided herein, no Member shall be entitled to (a) the return of
any part of its Capital Contributions, (b) any interest in respect of any
Capital Contribution or (c) the fair market value of its Interest in connection
with a withdrawal from the Company or otherwise.  Capital
Contributions which are not repaid shall not be a liability of the Company or of
any Member.  No Member shall be required to contribute or lend any
cash or property to the Company to enable the Company to return any Member’s
Capital Contributions to the Company.
  Section
6.5.   Balances .  The
Company’s books and records shall contain entries indicating the type and amount
of Capital Contributions and loans made to the Company and the distributions and
payments made by the Company thereon.
  ARTICLE
7
 FINANCING
  Section
7.1.   Financing .
  (a)           The
Members acknowledge that as of the date hereof the Properties are subject to the
Existing Loans.  The Administrative Member shall, subject to the
provisions of this Agreement, including Section 4.5(a)(2) hereof, cause the
Company and the Property Owners to comply in all respects with the terms and
provisions of the Existing Loans.
  (b)           Notwithstanding
any other provision of this Agreement to the contrary, the Blackstone Member
shall have the unilateral and exclusive right, in its sole and absolute
discretion, during the period in which voluntary prepayment is permitted under
any Indebtedness and on or following the maturity of the Existing Loan or any
other Indebtedness with respect to each Property, to cause the Company and/or
the Property Owners to obtain one or more loans (any such loan and any
amendment, extension, restatement, modification, restructuring and refinancing
thereof shall be referred to as a “Financing”) which may
be secured by one or more mortgage liens on the Properties and/or pledges of
ownership interests in the Property Owners, provided that such Financing shall
be a Qualified Financing; provided that the Blackstone Member shall only have
the right to cause a voluntary prepayment of the Existing Loans prior to
maturity thereof if no penalty, premium or defeasance costs are payable in
connection with such prepayment.The Members agree that
they and their respective Affiliates as required by the Lender of a Financing
shall promptly provide such Lender with all information in its possession or
readily obtainable relating to the Properties, the Company and the Members which
is reasonably requested by such Lender in connection with a
Financing.
  32
  (c)           In
connection with the closing of any Financing, GPLP shall be required to provide
in favor of the Lender thereof any required (i) guaranty of customary
non-recourse carveouts and (ii) environmental indemnity (collectively, the
“Glimcher Future
Financing Guaranties”) in each case in such form and substance as is
required by such Lender.  In connection with the Glimcher Financing
Guaranties, the Glimcher Member shall provide to such Lender all information in
its possession or readily available with respect to the financial condition of
the Glimcher Member which is requested by the Lender in connection with such
Financing.  As used herein, the term “Glimcher Financing
Guaranties” shall mean (1) any Glimcher Future Financing Guaranties, and
(2) the existing guaranty of recourse obligations executed by GPLP with respect
to each Existing Loan.  Notwithstanding the foregoing, in the event
that as of the closing of a Financing relating to any Property, the Property
Management Agreement for such Property has been terminated and no Affiliate of
the Glimcher Member is then the property manager with respect to such Property,
GPLP shall not be required to provide any Glimcher Future Financing Guaranty in
connection with such Financing.
  (d)           The
Blackstone Member shall indemnify GPLP from and against (1) any out-of pocket
cost or expense actually incurred by GPLP under any Glimcher Financing Guaranty
which is caused solely by the affirmative actions of the Blackstone Member or
its Affiliates, (2) Blackstone Member’s pro rata share (based on each Member’s
respective Capital Sharing Ratio) of any out-of-pocket cost or expense actually
incurred by GPLP under any Glimcher Financing Guaranty which results from (i)
the taking of any action that is mutually approved by the Members as a Unanimous
Major Decision, or (ii) the existence of an environmental condition not
resulting from the actions or failure to act on the part of the Glimcher Member
or its Affiliates, other than the Excluded Liabilities, and (3) from and after
the date on which an Affiliate of the Glimcher Member is no longer the property
manager of any Property, the Blackstone Member’s pro rata share (based on each
Member’s respective Capital Sharing Ratio) of any out-of-pocket cost or expense
actually incurred by GPLP under any Glimcher Financing Guaranty relating to such
Property with respect to matters arising from and after the date that GPLP or an
Affiliate is no longer property manager thereof, unless caused by GPLP or any of
its Affiliates.
  33
  Section
7.2.   Cooperation; Securitized
Debt .  Each
of the Members acknowledges that a Lender may securitize, sell or otherwise
dispose of all or any portion of the Financing (each, a “Securitization”), and
each of the Members agrees to cooperate in all respects with such Lender in
connection with any such Securitization, including, without limitation, (a)
executing modifications to the Certificate and this Agreement and the
organizational documents of the Company and its subsidiaries so that the Company
and its subsidiaries will qualify as bankruptcy-remote entities and other
documentation changes of a similar nature and (b) causing the Company to comply
with other industry standard requirements  in connection with
Securitizations.  In addition, if any portion of the Financing is
structured as a mezzanine loan, the Company shall provide such pledges of its
interests in the Property Owners as required by the Lender under such
Financing.
  ARTICLE
8
 DISTRIBUTIONS
  Section
8.1.   Distributions in
General .  Except
as set forth in the approved Business Plan, all Net Cash Flow shall be
distributed quarterly, within 30 days after the end of the applicable calendar
quarter, and all Capital Proceeds shall be distributed within five days after
receipt of such Capital Proceeds.  All distributions shall be made to
the Members pro rata in accordance with their respective Capital Sharing
Ratios.
  Section
8.2.   Miscellaneous.
  (a)           Notwithstanding
anything to contrary contained in this Article 8, at any time that any Member
Loan is outstanding, all distributions of Net Cash Flow and Capital Proceeds
otherwise distributable to the Non-Funding Member under this Article 8 shall
instead be paid to the Funding Member until such Member Loan, including all
accrued interest thereon, has been fully repaid.  Any amounts paid
directly by the Company to the Funding Member on account of a Member Loan shall
be (1) deemed distributions to the Non-Funding Member, and (2) applied first to
interest on and then to principal of such Member Loan.
  (b)           Notwithstanding
any provision to the contrary contained in this Agreement, the Company shall not
be required to make a distribution to the Member on account of its Interest if
such distribution would violate the Act or any other applicable
law.
  Section
8.3.   Off-Set for Obligations
under Purchase Agreement.  In the event that the Glimcher
Member (or its Affiliates) fails to pay to the Blackstone Member (or its
Affiliates) any Glimcher Purchase Agreement Liabilities, the Blackstone Member
shall have the right to off-set the amounts of any such Glimcher Purchase
Agreement Liabilities against any distributions to be made to the Glimcher
Member pursuant to Section 8.1, and such distributions shall instead be paid
directly to the Blackstone Member up to the amount of any unpaid Glimcher
Purchase Agreement Liabilities.  In the event that the Blackstone
Member (or its Affiliates) fails to pay to the Glimcher Member (or its
Affiliates) any Blackstone Purchase Agreement Liabilities, the Glimcher Member
shall have the right to off-set the amounts of any such Blackstone Purchase
Agreement Liabilities against any distributions to be made to the Blackstone
Member pursuant to Section 8.1, and such distributions shall instead be paid
directly to the Glimcher Member up to the amount of any unpaid Blackstone
Purchase Agreement Liabilities.
  34
  ARTICLE
9
 CAPITAL
ACCOUNTS, ALLOCATIONS, AND TAX MATTERS
  Section
9.1.   Capital
Accounts .
  (a)           Establishment and
Maintenance.  A separate capital account (“Capital Account”)
will be maintained for each Member.  The Capital Account of each
Member will be determined and adjusted as follows:
  (1)      Each
Member’s Capital Account will be credited with the Member’s Capital
Contributions, the Profits allocated to such Member pursuant to Section 9.3(a),
any items in the nature of income or gain that are specially allocated to the
Member under Sections 9.3(c) or 9.3(d), and the amount of any Company
liabilities that are assumed by the Member or secured by any Company property
distributed to the Member.
  (2)      Each
Member’s Capital Account will be debited with the amount of cash and the Gross
Asset Value of any Company property distributed to the Member under any
provision of this Agreement, the Losses allocated to such Member pursuant to
Section 9.3(a), any items in the nature of deduction or loss that are specially
allocated to the Member under Section 9.3(c) or 9.3(d), and the amount of any
liabilities of the Member assumed by the Company or which are secured by any
property contributed by the Member to the Company.
  (3)      If
any interest in the Company is transferred in accordance with the terms of this
Agreement, the transferee will succeed to the Capital Account of the transferor
to the extent it relates to the transferred interest.
  (b)           Modifications by Managing
Member.  The provisions of this Section 9.1 and the other
provisions of this Agreement relating to the maintenance of Capital Accounts are
intended to comply with Section 704(b) of the Code and the Regulations
promulgated thereunder and will be interpreted and applied in a manner
consistent with those provisions.  The Managing Member may modify the
manner in which the Capital Accounts are maintained under this Section 9.1 to
comply with those provisions, as well as upon the occurrence of events which
might otherwise cause this Agreement not to comply with those
provisions.
  Section
9.2.   Adjustment of Gross Asset
Value .  “Gross
Asset Value”, with respect to any asset, is the adjusted basis of that asset for
federal income tax purposes, except as follows:
  (a)           The
initial Gross Asset Value of any asset contributed by a Member to the Company
will be the fair market value of the asset on the date of the contribution, as
determined by the Members; provided, however, that the initial Gross Asset Value
of the Properties shall be determined in accordance with Section 2.5 of the
Purchase Agreement.
  35
  (b)           The
Gross Asset Values of all Company assets will be adjusted to equal the
respective gross fair market values (taking Code Section 7701(g) into account)
of the assets, as determined by the Members, as of (1) the acquisition of an
additional interest in the Company by any new or existing Member in exchange for
more than a de minimis
capital contribution, (2) the distribution by the Company to a Member of more
than a de minimis
amount of Company property as consideration for an interest in the Company if an
adjustment is necessary or appropriate to reflect the relative economic
interests of the Members in the Company, (3) the liquidation of the Company
within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), and (4) any
other date that is required by Regulations Section
1.704-1(b)(2)(iv)(f).
  (c)           The
Gross Asset Value of any Company asset distributed to any Member shall be
adjusted to equal the gross fair market value (taking Code Section 7701(g) into
account) of the asset on the date of distribution.
  (d)           The
Gross Asset Value of Company assets will be increased or decreased to reflect
any adjustment to the adjusted basis of the assets under Code Section 734(b) or
743(b), but only to the extent that the adjustment is taken into account in
determining Capital Accounts under Regulations Section 1.704-1(b)(2)(iv)(m),
provided that Gross Asset Values will not be adjusted under this Section 9.2(d)
to the extent that the Managing Member determines that an adjustment under
Section 9.2(b) is necessary or appropriate in connection with a transaction that
would otherwise result in an adjustment under this Section 9.2(d).
  (e)           After
the Gross Asset Value of any asset has been determined or adjusted under Section
9.2(a), 9.2(b) or 9.2(d), Gross Asset Value will be adjusted by the Depreciation
taken into account with respect to the asset for purposes of computing Profits
or Losses.
  Section
9.3.   Profits, Losses and
Distribution Shares of Tax Items .
  (a)           Profits and
Losses.  Except as otherwise provided in Sections 9.3(c) and
9.3(d), Profits and Losses for any taxable year or other period, shall be
allocated among the Members pro rata in accordance with their respective Capital
Sharing Ratios.  Notwithstanding any other provision of this
Agreement, all allocations are intended to satisfy the “fractions” and
“substantial economic effect” rules contained in Section 514(c)(9)(E) of the
Code, and items of income, gain, credit, loss and deduction shall be allocated
among the Members only to the extent that such allocations would not violate
such rules.  The Blackstone Member shall reasonably cooperate with the
Glimcher Member in complying with the provisions of Section 514(c)(9) of the
Code including providing all reasonable information required for such
compliance.
  (b)           Intentionally
Omitted.
  (c)           Special
Allocations.  The following special allocations will be made in
the following order and priority before allocations of Profits and
Losses:
  (1)      Company Minimum Gain
Chargeback.   Except as otherwise provided in Regulations
Section 1.704-2(f), notwithstanding any other provision of this Section 9.3
other than the last sentence of Section 9.3(a) above, if there is a net decrease
in Company Minimum Gain during any taxable year or other period for which
allocations are made, before any other allocation under this Agreement, each
Member will be specially allocated items of Company income and gain for that
period (and, if necessary, subsequent periods) in proportion to, and to the
extent of, an amount equal to such Member’s share of the net decrease in Company
Minimum Gain during such year determined in accordance with Regulations Section
1.704-2(g)(2).  The items to be allocated will be determined in
accordance with Regulations Sections 1.704-2(g), 1.704-2(f)(6) and
1.704-2(j)(2).  This Section 9.3(c)(1) is intended to comply with the
Company Minimum Gain chargeback requirements of the Regulations, will be
interpreted consistently with the Regulations and will be subject to all
exceptions provided therein.
  36
  (2)      Member Nonrecourse Debt
Minimum Gain Chargeback.  Notwithstanding any other provision
of this Section 9.3 (other than the last sentence of Section 9.3(a) above and
other than Section 9.3(c)(1) which shall be applied first), if there is a net
decrease in Member Nonrecourse Debt Minimum Gain with respect to a Member
Nonrecourse Debt during any taxable year or other period for which allocations
are made, any Member with a share of such Member Nonrecourse Debt Minimum Gain
(determined under Regulations Section 1.704-2(i)(5)) as of the beginning of the
year will be specially allocated items of Company income and gain for that
period (and, if necessary, subsequent periods) in an amount equal to such
Member’s share of the net decrease in the Member Nonrecourse Debt Minimum Gain
during such year determined in accordance with Regulations Sections
1.704-2(i)(4) and 1.704-2(g)(2).  The items to be so allocated will be
determined in accordance with Regulations Sections 1.704-2(g) and
1.704-2(j)(2).  This Section 9.3(c)(2) is intended to comply with the
Member Nonrecourse Debt Minimum Gain chargeback requirements of the Regulations,
will be interpreted consistently with the Regulations and will be subject to all
exceptions provided therein.
  (3)      Qualified Income
Offset.  A Member who unexpectedly receives any adjustment,
allocation or distribution described in Regulations Sections
1.704-1(b)(2)(ii)(d)(4), (5) or (6) will be specially allocated items of Company
income and gain in an amount and manner sufficient to eliminate, to the extent
required by the Regulations, the Adjusted Capital Account Deficit of the Member
as quickly as possible; provided, that an allocation
pursuant to this Section 9.3(c)(3) shall be made only to the extent that a
Member would have a deficit balance in its Adjusted Capital Account after all
other allocations provided for in this Article 9 have been tentatively made as
if this Section 9.3(c)(3) were not in this Agreement.  This Section
9.3(c)(3) is intended to qualify with the “qualified income offset” requirement
of the Regulations.
  (4)      Nonrecourse
Deductions.  Nonrecourse Deductions for any taxable year or
other period for which allocations are made will be allocated among the Members
pro rata in accordance with their respective Capital Sharing
Ratios.  The provisions of this Section 9.3(c)(4) are intended to
satisfy the requirements of Sections 704 and 514 of the Code and shall be
interpreted in accordance therewith for all purposes under this
Agreement.
  (5)      ­Member Nonrecourse
Deductions.  Notwithstanding anything to the contrary in this
Agreement, any Member Nonrecourse Deductions for any taxable year or other
period for which allocations are made will be allocated to the Member who bears
the economic risk of loss with respect to the Member Nonrecourse Debt to which
the Member Nonrecourse Deductions are attributable in accordance with
Regulations Section 1.704-2(i).
  37
  (6)      Code Section 754
Adjustments.  To the extent an adjustment to the adjusted tax
basis of any Company asset under Code Sections 734(b) or 743(b) is required to
be taken into account in determining Capital Accounts under Regulations Section
1.704-1(b)(2)(iv)(m), the amount of the adjustment to the Capital Accounts will
be treated as an item of gain (if the adjustment increases the basis of the
asset) or loss (if the adjustment decreases the basis), and the gain or loss
will be specially allocated to the Members in a manner consistent with the
manner in which their Capital Accounts are required to be adjusted under
Regulations Section 1.704-1(b)(2)(iv)(m).
  (7)      Gross Income
Allocation.  In the event any Member has a deficit Capital
Account at the end of any taxable year or other period for which allocations are
made that is in excess of the sum of the amount such Member is obligated to
restore pursuant to the penultimate sentences of Regulations Sections
1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated
items of Company income and gain in the amount of such excess as quickly as
possible, provided that an allocation pursuant to this provision shall be made
only if and to the extent that such Member would have a deficit Capital Account
in excess of such sum after all other allocations provided for in this Section
9.3 have been made as if the Qualified Income Offset provision were not in the
Agreement.
  (d)           ­Curative
Allocations.  The allocations set forth in Section 9.3(c) (the
“Regulatory
Allocations”) are intended to comply with certain requirements of
Regulations Sections 1.704-1(b) and 1.704-2.  The Regulatory
Allocations may affect results which would be inconsistent with the manner in
which the Members intend to divide Company
distributions.  Accordingly, the Administrative Member is authorized
to divide other allocations of Profits, Losses, and other items among the
Members, to the extent that they exist, so that the net amount of the
Regulatory¬ Allocations and the special allocations to each Member, taking into
account other Regulatory Allocations that are contemplated, is
zero.  The Administrative Member will have discretion to accomplish
this result in any reasonable manner that is consistent with Code Section 704
and the related Regulations.
  (e)           Loss
Limitation.  Losses allocated pursuant to Section 9.3(a) hereof
shall not exceed the maximum amount of Losses that can be allocated without
causing any Member to have an Adjusted Capital Account Deficit at the end of any
taxable year or other period for which allocations are made.  In the
event some but not all of the Members would have Adjusted Capital Account
Deficits as a consequence of an allocation of Losses pursuant to Section 9.3(a)
hereof, the limitation set forth in this Section 9.3(d) shall be applied on a
Member by Member basis and Losses not allocable to any Member as a result of
such limitation shall be allocated to the other Members in accordance with the
positive balances in such other Members’ Capital Accounts so as to allocate the
maximum permissible Losses to each Member under Regulations Section
1.704-1(b)(2)(ii)(d).
  (f)           ­Tax Allocations - Code
Section 704(c).  For federal, state and local income tax
purposes only, Company income, gain, loss, deduction or expense (or any item
thereof) for each taxable year or other period for which allocations are made
shall be allocated to and among the Members to reflect the allocations of
Profits and Losses made pursuant to the provisions of this Section 9.3 for such
fiscal year.  In accordance with Code Section 704(c) and the related
Regulations, income, gain, loss and deduction with respect to any property
contributed to the capital of the Company shall, solely for tax purposes, be
allocated among the Members by use of the “traditional method” and with regard
to Code Section 704(c)(1)(C) so as to take account of any variation between the
adjusted basis to the Company of the property for federal income tax purposes
and the initial Gross Asset Value of the property (computed in accordance with
Section 9.2).  If the Gross Asset Value of any Company asset is
adjusted under Section 9.2(b), subsequent allocations of income, gain, loss and
deduction with respect to that asset will take account of any variation between
the adjusted basis of the asset for federal income tax purposes and its Gross
Asset Value in the same manner as under Code Section 704(c) and the related
Regulations.  Allocations under this Section 9.3(e) are solely for
purposes of federal, state and local taxes and will not affect, or in any way be
taken into account in computing, any Member’s Capital Account or distributions
pursuant to any provision of this Agreement.
  38
  (g)           Reporting.   Members
shall be bound by the provisions of this Section 9.3 in reporting their shares
of Company income and loss for income tax purposes.
  Section
9.4.   Tax
Returns .  The
Administrative Member shall prepare or cause to be prepared and filed all
necessary federal and state income tax returns for the Company and the Property
Owners, including making the elections described in Section 9.5.  Each
Member shall furnish to the Administrative Member all pertinent information in
its possession relating to Company operations that is necessary to enable such
income tax returns to be prepared and filed.  In addition, the
Administrative Member shall cause to be delivered to each Member (A) on or
before February 28 of each year for the preceding year, (i) a draft of Schedule
K-1s, and (ii) a draft copy of the Company’s information return to be filed for
federal income tax purposes for approval by the Managing Member, not to be
unreasonably withheld, (B) within 45 days of the end of each calendar quarter,
(i) estimates of unrealized appreciation/depreciation, material realized
gain/loss due to currency valuation, realized gain/loss, income, expenses,
management fee, other accrued fees, contributions, distributions and capital
account balances (beginning and ending) and (ii) any information reasonably
requested by any Member relating to characterization of income as “qualifying
income” as defined in Section 7704(d) of the Code, (C) on or before April 15 of
each year for the preceding year, (i) a Schedule K-1, and (ii) a copy of the
Company’s information return as filed for federal income tax purposes and a
report setting forth in sufficient detail such other information with respect to
Company transactions as may be reasonably necessary for such Member to prepare
its own tax return, and (D) such other items as reasonably requested by a Member
from time to time, when reasonably available to the Administrative
Member.
 
 Section
9.5.   Tax
Elections .  The
following elections shall be made on the appropriate returns of the
Company:
  (a)           to
adopt the calendar year as the Company’s fiscal year;
  39
  (b)           to
adopt the accrual method of accounting and to keep the Company’s books and
records (other than Capital Accounts, which shall be maintained in accordance
with Section 9.2 hereof) on the income-tax method; and
  (c)           if
there is a distribution of Company property as described in section 734 of the
Code or if there is a transfer of a Company interest as described in section 743
of the Code, upon written request of any Member, to elect, pursuant to section
754 of the Code, to adjust the basis of Company properties.
  No
election shall be made by the Company or any Member to exclude the Company from
the application of the provisions of subchapter K of chapter 1 of subtitle A of
the Code or any similar provisions of applicable state laws.
 
 Section
9.6.   Tax
Matters Member .  The
Administrative Membershall be the
“tax matters partner” of the Company pursuant to section 6231(a)(7) of the Code
and Section 301.6231(a)(7)-2 of the Regulations.The
tax matters partner shall select an independent certified public accountant to
prepare audited financial statements and prepare tax returns.  As tax
matters partner, such Member shall take such action as may be necessary to cause
each other Member to become a “notice partner” within the meaning of Section
6223 of the Code.  Such Member shall inform each other Member of all
significant matters that may come to its attention in its capacity as tax
matters partner by giving notice thereof within ten days after becoming aware
thereof and, within such time, shall forward to each other Member copies of all
significant written communications it may receive in such
capacity.  This provision is not intended to authorize such Member to
take any action left to the determination of an individual Member under sections
6222 through 6231 of the Code.
 
 Section
9.7.   Allocations on Transfer of
Interests.  All items of income, gain, loss, deduction, and
credit allocable to any interest in the Company that may have been transferred
shall be allocated between the transferor and the transferee based upon the
“interim closing of the books” method, provided, however, such allocation shall
be made in accordance with a method permissible under section 706 of the Code
and the Regulations thereunder.
  ARTICLE
10­
 DISSOLUTION,
LIQUIDATION, AND TERMINATION
  Section
10.1.   Dissolution, Liquidation,
and Termination Generally .
  (a)           The
Company shall be dissolved upon the first to occur of any of the
following:
  (1)           the
sale or disposition of all of the assets of the Company and the receipt in cash,
of all consideration therefor;
  (2)           the
termination of the legal existence of the last remaining Member of the Company
or the occurrence of any other event which terminates the continued membership
of the last remaining Member of the Company unless the business of the Company
is continued in a manner permitted by this Agreement or the Act;
and
  40
  (3)           the
entry of a decree of judicial dissolution under the Act.
  (b)           Upon
the occurrence of any event that causes the last remaining Member of the Company
to cease to be a Member of the Company, to the fullest extent permitted by law,
the personal representative of such Member is hereby authorized to, and shall,
within 90 days after the occurrence of the event that terminated the continued
membership of such Member in the Company, agree in writing (i) to continue the
Company and (ii) to the admission of the personal representative or its nominee
or designee, as the case may be, as a substitute Member of the Company,
effective as of the occurrence of the event that terminated the continued
membership of the last remaining Member of the Company in the
Company.
  (c)           Notwithstanding
any other provision of this Agreement, the Bankruptcy of any Member shall not
cause such Member, respectively, to cease to be a Member of the Company and upon
the occurrence of such an event, the business of the Company shall continue
without dissolution.
  (d)           In
the event of dissolution, the Company shall conduct only such activities as are
necessary to wind up its affairs (including the sale of the assets of the
Company in an orderly manner), and the assets of the Company shall be applied in
the manner, and in the order of priority, set forth in the Act.
  Section
10.2.   Liquidation and
Termination .  Upon
dissolution of the Company, unless it is continued as provided above, the
Managing Member shall act as liquidator or may appoint one or more other Persons
as liquidating trustee; however, if the Company is dissolved because of an event
occurring with respect to the Managing Member or if there is no Managing Member
at the time of dissolution, the liquidating trustee shall be one or more Persons
selected in writing by the other Members.  The liquidating trustee
shall proceed diligently to wind up the affairs of the Company and make final
distributions as provided herein.  The costs of liquidation shall be a
Company expense.  The liquidating trustee may sell any or all Company
property.  Until final distribution, the liquidating trustee shall
continue to operate the Company properties with all of the power and authority
of the Administrative Member hereunder.  The steps to be accomplished
by the liquidating trustee are as follows:
  (a)           as
promptly as possible after dissolution and again after final liquidation, the
liquidating trustee shall cause a proper accounting to be made by a firm of
certified public accountants acceptable to the Members of the Company’s assets,
liabilities, and operations through the last day of the calendar month in which
the dissolution shall occur or the final liquidation shall be completed, as
applicable;
  (b)           the
liquidating trustee shall satisfy (whether by payment or reasonable provision
for payment) all of the debts and liabilities of the Company or otherwise make
adequate provision therefor (including the establishment of a cash escrow fund
for contingent liabilities in such amount and for such term as the liquidating
trustee may reasonably determine); and
  41
  (c)           all
remaining assets of the Company shall be distributed to the Members in
accordance with their positive Capital Account balances.  In carrying
out the provisions of this Article 10, the Managing Member shall comply (x) with
the requirement of Regulations Section 1.704-1(b)(2)(ii)(b)(2) or (y) with any
other then existing and applicable requirement for “substantial economic effect”
within the meaning of Section 704(b) of the Code and the related
Regulations.
  Section
10.3.   Deficit Capital
Accounts .   No
Member shall be required to pay to the Company, to any other Member or to any
third party any deficit balance which may exist from time to time in the
Member’s Capital Account.
  Section
10.4.   Cancellation of
Certificate .  On
completion of the distribution of Company assets, the Managing Member (or such
other Person as the Act may require or permit) shall file a Certificate of
Cancellation with the Secretary of State of Delaware, cancel any other filings
made pursuant to Section 2.4, and take such other actions as may be necessary to
terminate the existence of the Company.
  ARTICLE
11­
 MISCELLANEOUS
PROVISIONS
  Section
11.1.   Notices .   All
notices provided for or permitted to be given pursuant to this Agreement must be
in writing and shall be given or served by (a) depositing the same in the United
States mail addressed to the party to be notified, postpaid and certified with
return receipt requested, (b) depositing the same with a national overnight
delivery service company which tracks deliveries, addressed to the party to be
notified, with all charges paid and proof of receipt requested, (c) by
delivering such notice in person to such party, or (d) by prepaid telegram,
telex, or telecopy.  All notices are to be sent to or made at the
addresses set forth on Schedule A hereto and
in the case of notices to the Glimcher Member with a copy to Squire, Sanders
& Dempsey L.L.P., 2000 Huntington Center, 41 South High Street, Columbus,
Ohio 43215 Attention: Steven F. Mount, Esq. and in the case of notices to the
Blackstone Member, with a copy to Simpson Thacher & Bartlett LLP, 425
Lexington Avenue, New York, New York 10017, Attention:  Sas Mehrara,
Esq.  All notices given in accordance with this Agreement shall be
effective upon delivery at the address of the addressee.  By giving
written notice thereof, each Member shall have the right from time to time to
change its address pursuant hereto.
  Section
11.2.   Governing
Law .  This
Agreement and the obligations of the Members hereunder shall be construed and
enforced in accordance with the laws of the State of Delaware, excluding any
conflicts of law rule or principle which might refer such construction to the
laws of another state or country.  Each Member submits to the
jurisdiction of the state and federal courts in the State of
Delaware.
  Section
11.3.   Entireties;
Amendments .   This
Agreement and its exhibits constitute the entire agreement between the Members
relative to the formation of the Company.  Except as otherwise
provided herein, no amendments to this Agreement shall be binding upon any
Member unless set forth in a document duly executed by such
Member.  Notwithstanding the foregoing, the Managing Member shall have
the right to execute any amendments to this Agreement without the consent or
execution by the Glimcher Member if the Glimcher Member is removed as
Administrative Member of the Company pursuant to the terms of this Agreement to
effectuate the removal of the Glimcher Member as the Administrative Member and
the appointment of a replacement Administrative Member; provided that no such
amendment shall otherwise have an adverse economic effect on the Glimcher Member
or decrease its rights or increase its obligations hereunder.
  42
  Section
11.4.   Waiver .  No
consent or waiver, express or implied, by any Member of any breach or default by
any other Member in the performance by the other Member of its obligations
hereunder shall be deemed or construed to be a consent or waiver to or of any
other breach or default in the performance by such other Member of the same or
any other obligation hereunder.  Failure on the part of any Member to
complain of any act or to declare any other Member in default, irrespective of
how long such failure continues, shall not constitute a waiver of rights
hereunder.
  Section
11.5.   Severability .  If
any provision of this Agreement or the application thereof to any Person or
circumstances shall be invalid or unenforceable to any extent, and such
invalidity or unenforceability does not destroy the basis of the bargain between
the parties, then the remainder of this Agreement and the application of such
provisions to other Persons or circumstances shall not be affected thereby and
shall be enforced to the greatest extent permitted by law.
  Section
11.6.   Ownership of Property and
Right of Partition .  A
Member’s interest in the Company shall be personal property for all
purposes.  No Member shall have any right to partition the property
owned by the Company.
  Section
11.7.   Involvement of Members in
Certain Proceedings .  Should
any Member become involved in legal proceedings unrelated to the Company’s
business in which the Company is required to provide books, records, an
accounting, or other information, then such Member shall indemnify the Company
from all expenses incurred in conjunction therewith.
  Section
11.8.   Use
of Blackstone Name; Confidentiality; Press Releases.
  (a)           The
Glimcher Member hereby acknowledges and agrees that neither the Glimcher Member
nor any Affiliate thereof shall be entitled to use the name “Blackstone” in any
way whatsoever, except with the prior written consent of the Blackstone
Member.
  (b)           The
Members shall hold as confidential all information disclosed in connection with
the transaction contemplated hereby and concerning each other, the Properties,
The Property Owners, this Agreement and the transactions contemplated hereby and
shall not release any such information to third parties without the prior
written consent of the other Member (such consent not to be unreasonably
withheld), except (i) any information which was previously or is hereafter
publicly disclosed (other than in violation of this Agreement or other
confidentiality agreements to which any Member is a party), (ii) to their
partners, advisers, underwriters, analysts, employees, affiliates, officers,
directors, consultants, lenders, investors, potential lenders and investors,
accountants, legal counsel, title companies or other advisors of any of the
foregoing, provided that they are advised as to the confidential nature of such
information and are instructed to maintain such confidentiality, (iii) to comply
with any federal and state securities laws or any other law, rule or regulation,
and (iv) in any legal proceeding between the Blackstone Member and the Glimcher
Member or their Affiliates in connection with this Agreement.  The
foregoing shall constitute a modification of any prior confidentiality agreement
that may have been entered into by the parties.  The provisions of
this subsection shall survive the termination of this Agreement.
  43
  (c)           Notwithstanding
anything in this Agreement to the contrary, to comply with Regulations Section
1.6011-4(b)(3)(i), a Member (and any employee, representative, or other agent of
such Member) may disclose to any and all persons, without limitation of any
kind, the tax treatment and tax structure of the Company or any transactions
undertaken by the Company, it being understood and agreed, for this purpose, (i)
the name of, or any other identifying information regarding, the Company or any
existing or future investor (or any affiliate thereof) in the Company, or any
investment or transaction entered into by the Company (ii) any specific
performance information relating to the Company or its investments, and (iii)
any performance or other information relating to previous funds or investments
sponsored by Blackstone, does not constitute such tax treatment or tax structure
information.
  (d)           Each
Member may issue a press release with respect to this Agreement and the
transactions contemplated hereby (including the identity of the ultimate
controlling party of the Members to the extent required by any federal or state
securities laws), provided that the content of any such press release shall be
subject to the prior review, comment and written consent of the other Member
prior to any such issuance.
  Section
11.9.   Interest .  No
amount charged as interest on loans hereunder shall exceed the maximum rate from
time to time allowed by applicable law.
  Section
11.10.   Attorneys’
Fees .  If
the Blackstone Member, on the one hand, or the Glimcher Member, on the other
hand, brings any action or suit against any other party by reason of any breach
of any of the covenants, agreements or provisions of this Agreement, then, in
such event, the substantially prevailing party, as determined in such action or
suit, shall be entitled to have and recover from the other party or parties all
costs and expenses of such action or suit, including, without limitation,
reasonable attorneys’ fees and expenses resulting therefrom, it being understood
and agreed that the determination of the substantially prevailing party shall be
included in the matters which are the subject of such action or
suit.
  Section
11.11.   Counterparts .  This
Agreement may be executed in one or more counterparts, all of which shall be
considered one and the same agreement, and shall become effective when signed by
each of the parties hereto and delivered by each of the parties hereto, in
person or by facsimile, to the other parties hereto.
  Section
11.12.   Company Tax
Treatment .  The
Members intend for the Company to be treated as a partnership for U.S. federal
income tax purposes and no election to the contrary shall be made.
  44
  Section
11.13.   REIT
Covenant.  The Glimcher Member is substantially owned,
indirectly, by GRT, which has elected to be treated as a real estate investment
trust (a “REIT”) and therefore
the Company’s business shall be conducted in such a manner as to permit, to the
extent commercially reasonable, the Glimcher Member and any Member that has
notified the Company in writing that it intends to be a REIT at all times to be
qualified as a REIT for federal income tax purposes (including refraining from
taking actions inconsistent with such qualification).  For purposes of
the foregoing, qualification of any Member as a REIT shall be determined by
presuming that the Member (a) has no items of income or deduction other than its
share of such items of the Company, (b) has no assets other than its share of
assets of the Company and (c)otherwise
meets all requirements for REIT qualification (including, without limitation,
the Section 857(a)(1) of the Code such that in no event shall this paragraph
require distributions from the Company not otherwise provided for in this
Agreement).
  ARTICLE
12
 REPRESENTATIONS
AND WARRANTIES
  Section
12.1.   Glimcher Member
Representations .
  The
Glimcher Member represents and warrants to the Blackstone Member
that:
  (a)           The
Glimcher Member has been duly formed and is validly existing under the laws of
the State of Delaware with full power and authority to conduct its business to
the extent contemplated in this Agreement.
  (b)           This
Agreement has been duly authorized, executed and delivered by the Glimcher
Member and shall constitute the legal, valid and binding obligations of the
Glimcher Member, enforceable against it in accordance with its
terms.
  (c)           Neither
the execution, delivery and performance of this Agreement nor the consummation
of the transactions contemplated hereby, violate or conflict with, result in the
breach or termination of, or constitute a default under, any provisions of any
agreement, organizational or charter document, any note or instrument evidencing
or securing indebtedness, or judicial order, judgment, injunction, law, rule or
regulation to which it is a party or is subject or to which its assets or
property are subject.
  (d)           There
is no litigation, investigation or other proceeding pending or, to the knowledge
of the Glimcher Member, threatened, against it or any of its Affiliates which,
if adversely determined, would materially adversely affect its ability to carry
out its obligations under this Agreement.
  (e)           No
consent, approval or authorization of, or filing, registration or qualification
with, any court or governmental authority on the part of the Glimcher Member is
required for the execution and delivery of this Agreement and the performance of
its obligations and duties hereunder.
  45
  (f)           Neither
the Glimcher Member nor any persons having a direct or indirect beneficial
interest in the Glimcher Member (i) appears on the Specially Designated
Nationals and Blocked Persons List of the Office of Foreign Assets Control in
the United States Department of the Treasury (“OFAC”) or the Annex
to United States Executive Order 132224-Blocking Property and Prohibiting
Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism,
or (ii) is a prohibited party under the laws of the United
States.  The monies used to fund the Glimcher Member’s investment in
the Company are not invested for the benefit of, or related in any way to, the
government of, or persons within, any country under a U.S. embargo enforced by
OFAC.   The monies used to fund the Glimcher Member’s investment
in the Company are not derived from or related to any illegal activities,
including without limitation, money laundering activities, and the proceeds from
the Glimcher Member’s investment in the Company shall not be used to finance any
illegal activities.
  Section
12.2.   Blackstone Member
Representations .  The
Blackstone Member hereby represents and warrants to the Glimcher Member as
follows:
  (a)           The
Blackstone Member has been duly formed and is validly existing under the laws of
the jurisdiction of its organization with full power and authority to conduct
its business to the extent contemplated in this Agreement.
  (b)           This
Agreement has been duly authorized, executed and delivered by the Blackstone
Member and shall constitute the legal, valid and binding obligations of the
Blackstone Member, enforceable against it in accordance with its
terms.
  (c)           Neither
the execution, delivery and performance of this Agreement nor the consummation
of the transactions contemplated hereby, violate or conflict with, result in the
breach or termination of, or constitute a default under, any provisions of any
agreement, organizational or charter document, any note or instrument evidencing
or securing indebtedness, or judicial order, judgment, injunction, law, rule or
regulation to which it is a party or is subject or to which its assets or
property are subject
  (d)           There
is no litigation, investigation or other proceeding pending or, to the knowledge
of the Blackstone Member, threatened against it or any of its Affiliates which,
if adversely determined, would materially adversely affect its ability to carry
out its obligations under this Agreement.
  (e)           No
consent, approval or authorization of, or filing, registration or qualification
with, any court or governmental authority on the part of the Blackstone Member
is required for the execution and delivery of this Agreement and the performance
of its obligations and duties hereunder.
  (f)           Neither
the Blackstone Member nor any persons having a direct or indirect beneficial
interest in the Blackstone Member (i) appears on the Specially Designated
Nationals and Blocked Persons List of OFAC or the Annex to United States
Executive Order 132224-Blocking Property and Prohibiting Transactions with
Persons Who Commit, Threaten to Commit, or Support Terrorism, or (ii) is a
prohibited party under the laws of the United States.  The monies used
to fund the Blackstone Member’s investment in the Company are not invested for
the benefit of, or related in any way to, the government of, or persons within,
any country under a U.S. embargo enforced by OFAC.   The monies
used to fund the Blackstone Member’s investment in the Company are not derived
from or related to any illegal activities, including without limitation, money
laundering activities, and the proceeds from the Blackstone Member’s investment
in the Company shall not be used to finance any illegal activities.
  46
  [Remainder
of Page Intentionally Left Blank]
  47
 
 IN
WITNESS WHEREOF, the parties have executed this Amended and Restated Limited
Liability Company Agreement as of the day and year first above
written.
 Addresses:
 
 BLACKSTONE
MEMBER:
 
 BRE/GRJV
HOLDINGS LLC, a Delaware limited liability company
  By:
__________________________
 Name:
 Title:
  GLIMCHER
MEMBER:
 
 GRT
WSP-LC HOLDINGS LLC, a Delaware limited liability company
 
 By:  Glimcher
Properties Limited Partnership, its sole member
 
 By:
Glimcher Properties Corporation, its general partner
  By:
__________________________
 Name:
 Title:
 
 
 
 Exhibit
C:  Form of Tenant Estoppel
 TENANT
ESTOPPEL CERTIFICATE
 
 RE: That
certain lease dated ________________________________________, between
___________________________________________ (“Landlord”), and
______________________________________ (“Tenant”), for
premises (the “Premises”) located at
_______________________________________, as further described in the aforesaid
lease.
 
 The undersigned, as Tenant under the
above referenced lease, hereby certifies as follows:
 
 1.           The
above-referenced lease has not been modified or amended in any way, except for
the following modifications or amendments, if any (it will be presumed that
there are no modifications or amendments unless they are specified here):
____________________________________________________________________________________________________________________________________________________________
(as so modified or amended, the “Lease”).  The
Lease represents the entire agreement between the parties as to the leasing of
the Premises.
 
 2.           The
Lease is in full force and effect.
 
 3.           All
conditions under the Lease to be performed by Landlord as a condition to the
full effectiveness of the Lease have been satisfied and Landlord is not in
default thereunder.  As of this date, Tenant does not have (a) any
claims or a basis for a claim against Landlord, and (b) any defenses or offsets
against the enforcement of the Lease by Landlord, and Tenant has not delivered
any notice to Landlord regarding a default by Landlord under the
Lease.  Tenant is not in default under the Lease, nor has it received
any notice from Landlord declaring Tenant in default under the
Lease.
 
 4.           As
of the date of this Estoppel Certificate, the undersigned Tenant has taken
possession and is occupying the Premises.  The term of the Lease began
on __________, and expires on _______________ (including renewal options already
exercised, if any), subject to any outstanding renewal options, and the
undersigned has no option to terminate or cancel the Lease or to purchase all or
any part of the Premises or the property of which the Premises is a part, except
as expressly set forth in the Lease.
 
 5.           The
base rent obligation of Tenant under the Lease is in effect and the current base
rent (exclusive of any applicable operating expense costs) is
$_______________________ ($____________) per month.
 
 6.           No
rent has been paid for any period after the end of the current calendar
month.
 
 7.           The
current amount of security deposit held by Landlord is
$______________.
 
 8.           Tenant
has not assigned, sublet, encumbered, pledged, hypothecated, transferred or
conveyed (or suffered any of the preceding) any interest in the Lease or the
Premises except as follows:
  
 Exhibit
C:  Form of Tenant Estoppel
  9.           Tenant
has no notice or knowledge of any assignment, hypothecation or pledge by
Landlord of the rent payable under the Lease.
 
 10.           Except
as may be set forth in the Lease, Tenant has no right of first refusal, option
or other right to purchase all or any portion of the Premises or the property of
which the Premises is a part.
 
 11.           Tenant
has full right and authority to execute and deliver this Estoppel
Certificate.
 
 12.           There
are no actions pending against the undersigned under the bankruptcy or similar
laws of the United States or any state.
 
 13.           To
Tenant's current, actual knowledge, all tenant improvement work to be performed
by Landlord under the Lease has been completed in accordance with the Lease and
has been accepted by the undersigned and all reimbursements and allowances due
to the undersigned under the Lease in connection with any tenant improvement
work have been paid in full.
 
 Tenant is aware that buyers, lenders and
others will rely upon the statements made in this Estoppel Certificate, and has
therefore adjusted the language hereof as necessary to make it an accurate
statement of the current facts concerning the Lease.
 
 [Signature Page on Next
Page]
  
 Exhibit
C:  Form of Tenant Estoppel
  IN WITNESS WHEREOF, the undersigned
Tenant has executed this Estoppel Certificate as of the date written
below.
 
 DATED:
                    
                    
                    TENANT:
 By:Its:
  
 Exhibit
D:  Form of Seller Estoppel
 ESTOPPEL
CERTIFICATE
 
 RE: That
certain lease dated ________________________________________, between
___________________________________________ (“Landlord”), and
______________________________________ (“Tenant”), for
premises (the “Premises”) located at
_______________________________________, as further described in the aforesaid
lease.
 
 WHEREAS,
Glimcher Properties Limited Partnership (“Seller”) owns one hundred percent
(100%) of the ownership interests in Landlord; and
 
 WHEREAS,
pursuant to that certain Agreement of Purchase and Sale dated November 5, 2009
(“PSA”), between Seller and BRE/GRJV Holdings, LLC (“Buyer”), Seller agreed to
provide to Buyer a Landlord’s Estoppel certificate in certain instances where
tenant estoppel certificates could not be obtained in time for the closing under
the PSA (each, a “Landlord Estoppel
Certificate”);
 
 WHEREAS,
capitalized terms not herein defined shall have the meaning ascribed to such
terms in the PSA;
 
 NOW
THEREFORE, the undersigned, as Landlord under the above referenced lease, hereby
certifies as follows:
 
 1.           The
above-referenced lease has not been modified or amended in any way, except for
the following modifications or amendments, if any (it will be presumed that
there are no modifications or amendments unless they are specified here):
____________________________________________________________________________________________________________________________________________________________
(as so modified or amended, the “Lease”).  The
Lease represents the entire agreement between the parties as to the leasing of
the Premises.
 
 2.           The
Lease is in full force and effect.
 
 3.           As
of this date, all conditions under the Lease to be performed by Landlord as a
condition to the full effectiveness of the Lease have been satisfied and
Landlord is not in default thereunder; and,  to the best of Seller’s
Knowledge, Tenant does not have (a) any claims or a basis for a claim against
Landlord, and (b) any defenses or offsets against the enforcement of the Lease
by Landlord, and Tenant has not delivered any notice to Landlord regarding a
default by Landlord under the Lease, except as set forth below:
 
 4.           To
the best of Seller’s Knowledge, Tenant is not in default under the Lease, nor
has Landlord sent Tenant a notice declaring Tenant in default under the Lease,
except as set forth below:
 
 
  Exhibit D:  Form of
Seller Estoppel
 
 5.           As
of the date of this Landlord Estoppel Certificate, Tenant has taken possession
and is occupying the Premises.  The term of the Lease began on
__________, and expires on _______________ (including renewal options already
exercised, if any), subject to any outstanding renewal options, and Tenant has
no option to terminate or cancel the Lease or to purchase all or any part of the
Premises or the property of which the Premises is a part, except as expressly
set forth in the Lease.
 
 6.           The
base rent obligation of Tenant under the Lease is in effect and the current base
rent (exclusive of any applicable operating expense costs) is
$_______________________ ($____________) per month.
 
 7.           No
rent has been paid more than thirty (30) days in advance.
 
 8.           The
current amount of security deposit held by Landlord is
$______________.
 
 9.           To
the best of Seller’s Knowledge, Tenant has not assigned, sublet, encumbered,
pledged, hypothecated, transferred or conveyed (or suffered any of the
preceding) any interest in the Lease or the Premises except as
follows:
  10.           Landlord
has not assigned, hypothecated or pledged the rent payable under the Lease,
except as security for [describe applicable Third Party
Loan].
 
 11.           Seller
has full right and authority to execute and deliver this Landlord Estoppel
Certificate.
 
 12.           To
the best of Seller’s Knowledge, there are no actions pending against Landlord
under the bankruptcy or similar laws of the United States or any
state.
 
 13.           Except
as may be set forth in the Lease, Tenant has no right of first refusal, option
or other right to purchase all or any portion of the Premises or the property of
which the Premises is a part.
 
 14.           All
tenant improvement work to be performed by Landlord under the Lease has been
completed in accordance with the Lease and has been accepted by Tenant, and all
reimbursements and allowances due to the undersigned under the Lease in
connection with any tenant improvement work have been paid in full, except as
provided below:
 
 Seller is
aware that buyers, lenders and others will rely upon the statements made in this
Landlord Estoppel Certificate, and has therefore adjusted the language hereof as
necessary to make it an accurate statement of the current facts concerning the
Lease.
  
  Exhibit D:  Form of
Seller Estoppel
 
 IN WITNESS WHEREOF, the undersigned has
executed this Landlord Estoppel Certificate as of the date written
below.
  SELLER:
  Glimcher
Properties Limited Partnership
 a
Delaware limited partnership
 
 By:          Glimcher
Properties Corporation
 a Delaware corporation, its sole
general partner
  By:
__________________________
 George
A. Schmidt
 Executive
Vice President
  Exhibit
E:  Form of REA Estoppel
 REA
ESTOPPEL CERTIFICATE
 
 RE:           That
certain [RECIPROCAL EASEMENT
AGREEMENT] dated __________________ between ______________________
(“Developer”),
and ______________________ (“REA Party”), for
premises (the “Premises”) located at
_____________________, as further described in the aforesaid
agreement.
 
 The undersigned, as REA Party under the
above referenced REA, hereby certifies as follows:
 
 1.           The
above-referenced reciprocal easement agreement has not been modified or amended
in any way, except for the following modifications or amendments, if any (it
will be presumed that there are no modifications or amendments unless they are
specified here):
 ____________________________________
 ____________________________________
 ____________________________________
 
 (as so
modified or amended, the “REA”).  The
REA represents the entire agreement between the parties as to the
Premises.
 
 2.           The
REA is in full force and effect.
 
 3.           All
conditions under the REA to be performed by Developer as a condition to the full
effectiveness of the REA have been satisfied and Developer is not in default
thereunder.  As of this date, REA Party does not have (a) any claims
against Developer or a basis for a claim against Developer and (b) any defenses
or offsets against the enforcement of the REA by Developer, and REA Party has
not delivered any notice to Developer regarding a default by Developer under the
REA.  REA Party is not in default under the REA, nor has it received
any notice from Developer declaring REA Party in default of the
REA.
 
 4.           REA
Party [IS/IS NOT]
obligated under the REA to pay its proportionate share of the common area
maintenance costs.  [REA’s proportionate share is
______%].
 
 5.           REA
Party does not have any purchase, lease or other options or rights of first
refusal with respect to any portion of the property of which the Premises is a
part.
 
 6.           REA
Party has not assigned, sublet, encumbered, pledged, hypothecated, transferred
or conveyed (or suffered any of the preceding) any interest in the REA or the
Premises.
 
 7.           REA
Party has full right and authority to execute and deliver this Estoppel
Certificate.
  
 Exhibit
E:  Form of REA Estoppel
 8.           There
are no actions pending against the undersigned under the bankruptcy or similar
laws of the United States or any state.
  REA Party is aware that buyers, lenders
and others will rely upon the statements made in this Estoppel Certificate, and
has therefore adjusted the language hereof as necessary to make it an accurate
statement of the current facts concerning the REA.
  [Signature Page on Next
Page]
  
  Exhibit
E:  Form of REA Estoppel
 IN WITNESS WHEREOF, the undersigned REA
Party has executed this Certificate as of the date written below.
 
 DATED:
                          
                          
                          
                          REA
      PARTY:
 By:Its:
  
 Exhibit
F:  Form of BREP JV Interest Assignment
 
 ASSIGNMENT OF MEMBERSHIP
INTERESTS
  THIS
ASSIGNMENT OF MEMBERSHIP INTERESTS (this “Assignment”), dated
as of ______________, 2009, is entered into between GLIMCHER PROPERTIES LIMITED
PARTNERSHIP, a Delaware limited partnership (“Glimcher”), and
[BRE/GRJV HOLDINGS LLC], a Delaware limited liability company (“Buyer”; and together
with Glimcher, the “Members” and each
individually, a “Member”).
  WITNESSETH:
  WHEREAS,
[GRT MALL JV LLC], a Delaware limited liability company (the “Company”), was formed
pursuant to the terms and provisions of a Limited Liability Company Agreement,
dated as of ____________________, 2009, as subsequently amended by that certain
Amended and Restated Limited Liability Company Operating Agreement between
Glimcher and Buyer, dated as of the date hereof (together, the “Agreement”;
capitalized terms used but not defined herein shall have the meanings given such
terms in the Agreement), and in accordance with the Certificate of Formation and
the statutes and laws of the State of Delaware relating to limited liability
companies, including the Delaware Limited Liability Company Act;
  WHEREAS,
immediately prior to the effectiveness of this Assignment, Glimcher was the
owner of 100% of the membership interests in the Company;
  WHEREAS,
Glimcher desires to assign, transfer and convey 60% of the membership interests
in the Company (the “Transferred
Interests”) to Buyer; and
  WHEREAS,
Buyer desires to acquire the Transferred Interests and to be admitted to the
Company as a Member of the Company;
  NOW,
THEREFORE, the undersigned, in consideration of the premises, covenants and
agreement contained herein, and for other good and valuable consideration, do
hereby agree as follows:
  1.Assignment.  For
value received, the receipt and sufficiency of which are hereby acknowledged,
upon the execution of this Assignment by the parties hereto, Glimcher does
hereby assign, transfer and convey the Transferred Interests to
Buyer.
  2.Admission.  Contemporaneously
with the assignment described in paragraph 1 of this Assignment, Buyer (a) shall
be and is hereby admitted to the Company as a Member of the Company and
appointed as the “Managing Member” of the Company under the Agreement (which
appointment Buyer shall and does hereby accept), and (b) shall have the
benefits, rights, liabilities and obligations as set forth in the Agreement.
  
  3.Contribution.Buyer
has paid good and valuable consideration to Glimcher for the Transferred
Interests.
  4.Binding
Effect.  This Assignment shall be binding upon, and shall inure
to the benefit of the parties hereto and their respective successors and
assigns.
  5.Execution in
Counterparts.  This Assignment may be (a) executed in
counterparts, each of which shall be deemed an original, but all which shall
constitute one and the same instrument and (b) by telecopy or other facsimile
signature (which shall be deemed an original for all purposes).
  6.Governing
Law.  This Assignment shall be governed by and construed in
accordance with the laws of the State of Delaware.
  [SIGNATURE
PAGE FOLLOWS]
 
 -2-
 
 IN
WITNESS WHEREOF, the parties hereto have caused this Assignment to be duly
executed as of the day and year first-above written.
  GLIMCHER:
 
 GLIMCHER PROPERTIES LIMITED
PARTNERSHIP, a Delaware limited partnership,
 
 By:
                          GLIMCHER PROPERTIES
      CORPORATION, a Delaware corporation, its sole general
      partner
  By:
                            __________________________
 Name:
 Title:
 
 BUYER:
  [BRE/GRJV HOLDING LLC], a
Delaware limited liability company
  By:
                          __________________________
 Name:
 Title:


EXHIBIT G: Form of Property
Management & Leasing Agreement




MANAGEMENT
& LEASING AGREEMENT




by and
among




[INSERT
OF NAME OF OWNER]




as
Owner




and




GLIMCHER
PROPERTIES LIMITED PARTNERSHIP,




as
Manager




and




GLIMCHER
DEVELOPMENT CORPORATION




as
Service Provider




for




[INSERT
NAME OF SHOPPING CENTER]




[INSERT
CITY AND STATE OF SHOPPING CENTER]













ARTICLE
      1   TERM
              21.1
              TERM
              2ARTICLE
      2MANAGEMENT
      SERVICES; MANAGEMENT FEE
              22.1
              APPOINTMENT
      OF MANAGER
              22.2
              RESTRICTIONS
      ON AUTHORITY; SCOPE OF AUTHORITY
              22.3
              AUTHORIZED
      MANAGEMENT SERVICES
              52.4
              PERSONNEL
              112.5
              MANAGEMENT
      FEES
              11ARTICLE
      3   LEASING SERVICES
              123.1
              APPOINTMENT
      OF LEASING AGENT
              123.2
              AUTHORIZED
      SERVICES
              133.3
              LEASING
      FEES
              133.4
              INTENTIONALLY
      OMITTED
              15LEASES
      AND SALES AFTER EXPIRATION OF AGREEMENT
              15ARTICLE
      4   DESIGN AND CONSTRUCTION COORDINATION
SERVICES
              164.1
              EMPLOYMENT
      OF GDC
              164.2
              DESIGN
      SERVICES
              174.3
              DESIGN
      FEES
              18ARTICLE
      5   SUPPLEMENTAL SERVICES
              185.1
              SUPPLEMENTAL
      SERVICES
              185.2
              FEES
              19ARTICLE
      6   INDEMNIFICATION
              20ARTICLE
      7BUSINESS
      PLAN; OPERATING BUDGET
              207.1
              BUSINESS
      PLAN
              207.2
              IMPLEMENTATION
      OF BUSINESS PLAN; UPDATES
              207.3
              OPERATING
      BUDGET
              217.4
              CERTAIN
      DEFINITIONS
              22ARTICLE
      8   ASSIGNMENT
              22ARTICLE
      9   TERMINATION
              239.1
              TERMINATION
      BY OWNER
              239.2
              TERMINATION
      BY MANAGER
              249.3
              FINAL
      ACCOUNTING
              25ARTICLE
      10    NOTICES
              25ARTICLE
      11    REPORTING
              2611.1
              OPERATIONAL/MANAGEMENT
      REPORTS
              2711.2
              ENGINEERING
      AND CONSTRUCTION REPORTS
              2711.3
              SUPPLEMENTAL
      SERVICE REPORTS/INVOICES
              27ARTICLE
      12    MISCELLANEOUS
              2712.1
              APPLICABLE
      LAWS
              27   
  12.2
              ENTIRE
      AGREEMENT
              2712.3
              UNENFORCEABILITY
              2712.4
              CUMULATIVE
      RIGHTS
              2812.5
              DEFINITIONS;
      TERMS
              2812.6
              AFFILIATE
      SERVICES
              2812.7
              MANAGER’S
      AND SERVICE PROVIDERS INSURANCE
              2812.8
              SUCCESSORS
      AND ASSIGNS
              2912.9
              FORCE
      MAJEURE
              2912.10
              AUTHORITY
      TO ENTER INTO AGREEMENT
              2912.11
              THIRD
      PARTY
              2912.12
              COMPLIANCE
              2912.13
              NON-COMPETITION
              3012.14
              COUNTERPARTS
              3012.15
              COMPLIANCE
      WITH LOAN DOCUMENTS
              3012.16
              REOC
      PROVISIONS
              3012.17
              OWNER’S
      APPROVAL
              31











MANAGEMENT & LEASING
AGREEMENT




THIS MANAGEMENT & LEASING AGREEMENT
(this “Agreement”) made as
of the _____ day of _____________, 2009 ("Effective Date"), by
and among [INSERT OWNER
ENTITY], a Delaware limited liability company ("Owner"), GLIMCHER
PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership ("GPLP" or "Manager") and
GLIMCHER DEVELOPMENT CORPORATION, a Delaware corporation ("GDC" or "Service
Provider").




Recitals




A.
            GRT
      MALL JV LLC (“Parent”) was
      formed as a Delaware limited liability company pursuant to a certificate
      of formation filed with the Secretary of State for the State of Delaware
      on November [__], 2009.  On the date hereof, GRT WSP-LC Holdings
      LLC, a Delaware limited liability company (“Glimcher
      Member”), and BRE/GRJV HOLDINGS LLC, a Delaware limited liability
      company (“Blackstone
      Member”), have entered into that certain Amended and Restated
      Limited Liability Company Agreement of Parent (as amended from time to
      time, the “Parent
      Agreement”).




B.
            Parent
      is the sole member of Owner.




C.
            Owner
      is the owner of certain lands situated in [INSERT LOCATION OF SHOPPING
      CENTER] ("Premises"), on
      which is situated a regional mall shopping center commonly known as the
      [INSERT NAME OF SHOPPING
      CENTER] ("Shopping
      Center").




B.
            Manager
      is experienced in providing management services to shopping
      centers.




C.
            GDC
      is experienced in providing various services in connection with shopping
      centers.




D.
            Owner
      wishes to appoint Manager and Service Provider for the purposes of
      management, operation, maintenance, and leasing of the Shopping Center,
      and




Manager
      and Service Provider wish to accept such appointment, all on the terms and
      conditions and conditions set forth in this
  Agreement.




E.
            For
      purposes of this Agreement, "Loan Agreement"
      shall mean any loan agreement evidencing a loan made to Owner and secured
      by the Premises from time to time, and “Loan Documents”
      shall refer to all other documents executed by Owner in connection with
      such loan.




1




NOW THEREFORE, in consideration of the
mutual promises hereinafter contained and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereto,
intending to be legally bound hereby, covenant and agree as
follows:




ARTICLE
1


TERM




1.1           TERM:
The term of this Agreement shall commence on the date hereof and shall continue
until the date that GPLP ceases to possess any ownership interest, directly or
indirectly, in the Shopping Center, unless earlier terminated pursuant to the
terms of Article 9 hereof.  The indemnification provisions of this
Agreement shall survive termination of any kind for a period of 24
months.




ARTICLE
2


MANAGEMENT
SERVICES; MANAGEMENT FEE





2.1      APPOINTMENT
OF MANAGER:





A)              Owner
hereby appoints Manager as its sole and exclusive independent contractor to
manage and operate the Shopping Center, subject to and in accordance with the
terms of this Agreement, and, in such capacity, to exercise such powers and have
such authority with respect to the Shopping Center as more particularly set
forth in this Agreement.  Manager hereby accepts such appointment and
agrees to perform such services, all in accordance with the terms and provisions
of this Agreement.




B)              In
performing the Management Services (as hereinafter defined) Manager is, and at
all times shall be, acting as an independent contractor engaged by
Owner.  Manager, in performing Management Services, shall have no
apparent, inherent, or ostensible authority but shall be limited in its
authority to the express grants of authority provided in this
Agreement.  Manager will not take any actions, pertaining to the
management of the Shopping Center in contravention of this Agreement, the Loan
Agreement, or the Annual Business Plan.




2.2        RESTRICTIONS
ON AUTHORITY; SCOPE OF AUTHORITY:





A)         Without
the prior written consent of Owner, Manager and Service Provider, in performing
the Management Services, Leasing Services and other services to be provided
under this Agreement, without limiting the generality of the foregoing, may
not:




2







i.
            commingle
      funds belonging to Owner with funds belonging to Manager or Service
      Provider or with funds belonging to others;
or




ii.
            hold
      itself out as having any relationship with Owner except as expressly
      provided in this Agreement or the Parent
  Agreement.




B)         Manager
and Service Provider shall not, without the prior written approval of
Owner:




i.
            sell,
      exchange, or otherwise dispose of, grant any purchase rights, rights of
      first refusal to purchase or to approve any offer to purchase or exchange,
      the Premises or any portion thereof or to lease all or substantially all
      of the Shopping Center in a single
transaction;




ii.
            mortgage,
      pledge, or otherwise encumber all or any part of or interest in the
      Shopping Center other than pursuant to leases entered into in accordance
      with the terms of this Agreement, or pledge the credit of Owner or borrow
      money or execute any promissory note in the name of Owner, or incur any
      expense in the name of Owner other than as provided for in the Annual
      Business Plan or in this Agreement;




iii.
            cause
      to be made any repairs, capital improvements, alterations, demolition,
      renovations, or reconstruction of the Shopping Center other than
      substantially in accordance with the Annual Operating Budget or such
      alterations as are required in connection with any Lease approved by Owner
      under this Agreement;




iv.
            settle
      or compromise any insurance claim or legal proceedings brought by or
      against Owner, the Shopping Center or other property of Owner where the
      actual out-of-pocket cost to Owner will exceed the greater of (1) $50,000,
      or (2) the amount, if any, that shall be provided in the Annual Operating
      Budget with respect to such item;




v.
            voluntarily
      prepay the outstanding principal balance of any mortgage encumbering the
      Shopping Center or any other debt (other than trade debt paid in the
      ordinary course of business) of
Owner;




3





vi.
            cause
      the layout or plans for the Shopping Center to be materially amended,
      supplemented or otherwise modified;




vii.
            make
      any tax election or select or modify accounting methods for the Shopping
      Center or Owner; or




viii.
            file
      or contest any reassessment or other adjustment of real estate or any
      other taxes for the Shopping
Center.




C)         Without
limiting the foregoing, Manager shall have the power and authority to do the
following, to the extent such matters are provided for in the Annual Business
Plan and in such event in accordance with the Annual Business Plan or as
otherwise provided in this Agreement:




i.
            execute
      documents and implement decisions on behalf of
  Owner;




ii.
            apply
      for and obtain any and all necessary consents, approvals and permits
      required for the occupancy, operation and development of the Shopping
      Center;




iii.
            pay
      all taxes, assessments and other impositions applicable to the Shopping
      Center, and retain counsel or other consultants to initiate any action or
      proceeding seeking to reduce such taxes, assessments or other
      impositions;




iv.
            subject
      to the provisions of Section 2.3(D), demand, receive, acknowledge and
      institute legal action for recovery of any and all revenues, receipts and
      considerations due and payable to
Owner;




v.
            keep
      all books of account and other records of the Shopping
    Center;




4





vi.
            take
      all actions necessary or desirable to protect and preserve the title and
      interests of Owner in its assets, including arranging for the discharge or
      bonding of mechanics’ and materialmen’s liens encumbering the Shopping
      Center;




vii.
            prepare
      and implement the Annual Operating Budget and the Annual Business Plan in
      accordance with Article 7 of this Agreement, and pay all Operating
      Expenses;




viii.
            subject
      to the provisions of Section 2.2(B)(iv),coordinate the
      defense of any claims, demands, suits or legal proceeding made or
      instituted against Owner or the Shopping Center and retain legal counsel
      in connection therewith;




ix.
            take
      all actions necessary or desirable to comply with (i) the terms and
      provisions of any restrictive covenants or easement agreements affecting
      the Shopping Center or any portion thereof, and any and all Leases and
      other contracts entered into or assumed by Owner and (ii) the terms and
      provisions of any Loan Documents;
and




x.
            take
      all actions necessary or desirable to comply with all present and future
      laws, ordinances, orders, rules, regulations and requirements of all
      federal, state and municipal governments, courts, departments,
      commissions, boards and officers, the requirements of any insurance policy
      (or any insurer thereunder) covering any of the assets of Owner or the
      Shopping Center (and any improvements thereon) or any other body
      exercising functions similar to those of any of the foregoing, which may
      be applicable to any of the assets of Owner or the Shopping Center (and
      any improvements thereon) provided that, in taking the foregoing actions,
      Manager shall not incur any expenditure not included in the Annual
      Operating Budget or otherwise provided in this Agreement in excess of
      $50,000 without the prior written approval of
  Owner.




2.3           AUTHORIZED
MANAGEMENT SERVICES:  Manager shall, in performing its duties
hereunder, use the level of skill, competence and diligence customarily used
among professional management companies managing similar first class
properties.  Manager shall, with respect to the Shopping Center,
perform such duties as are customarily performed with respect to similar
properties, including, without limitation, the following services (collectively
"Management
Services"):




5





A)      Supervision of Third Party
Contractors. Manager shall maintain liaison with third party design and
construction staffs, and special consultants of Owner, as Manager may engage, as
set forth in the Annual Business Plan or otherwise with Owner’s prior written
approval in connection with the operation and management of the Shopping
Center.  Owner recognizes that the use of said third party staffs and
consultants involves extraordinary costs which are not included in the
Management Fee as described in this Article, and agrees that these services, so
long as they are specifically enumerated in the Annual Operating Budget or
otherwise approved in writing by Owner, will be paid for as provided for in this
Agreement.




B)      Expenditures by
Manager. Manager shall be authorized to make those expenditures and to
incur those obligations provided for in the Annual Operating Budget; provided,
however, that such expenditures made by Manager may, without Owner’s prior
written approval, (1) with respect to any individual line item which has an
expenditure set forth in the Annual Operating Budget in excess of $50,000,
exceed no more than 105% of the amount set forth in the Annual Operating Budget
for such line item, and (2) exceed the total expenditures set forth in the
Annual Operating Budget by an amount not exceeding, in the aggregate, three
percent (3%) of the total Annual Operating Budgetin any given
year.  Owner’s prior consent shall not be required in connection with
an expenditure in excess of the foregoing limits but which is made with respect
to emergency maintenance or repairs at the Shopping Center which does not permit
consultation with Owner and which Manager reasonably believes requires an
expenditure not covered by the Operating Budget (each such expenditure, an
“Emergency
Expenditure”); provided that Manager
shall not make any Emergency Expenditure if the same would require the payment
of more than $100,000, when combined with all Emergency Expenditures made in any
given calendar year.  Manager shall notify Owner in the event of such
an emergency as soon as possible (but in no event later than two (2) business
days after the occurrence thereof) setting forth the details of the emergency
and the expenditure made in connection therewith.




C)      Collections and
Disbursements of Revenues.




6




i.
            Manager
      shall undertake monthly billing of all rent and other charges due under
      Leases and shall use commercially reasonable efforts to collect all fixed
      rents, percentage rents and any other sums, including, without limitation,
      common area maintenance charges, heating, ventilating and air conditioning
      charges, and contributions for or pro-rata shares of, as the case may be,
      common advertising/promotional fees, taxes and insurance, whether payable
      as additional rent or otherwise, payable (i) by tenants under their
      respective Leases, or (ii) by other parties under license, service or
      other agreements, and obtain and review statements of sales furnished by
      tenants to support their payment of percentage rentals or other sums and
      deductions.  Manager shall deposit promptly any of the foregoing
      sums or other revenues of the Shopping Center it collects in a commercial
      bank account ("Account") for
      the Shopping Center at a bank chosen by Manager with Owner's reasonable
      approval.




ii.
            All
      amounts collected shall be held in trust for Owner.  Checks may
      be drawn by Manager on the Account only on the signature of a duly
      authorized officer of Manager for the payment of (i) expenses contained in
      the Annual Operating Budget, subject to the deviations permitted under
      Section 2.3(B) above, (ii) Emergency Expenditures, and (iii) such other
      Expenditures as approved by Owner in writing.  Any funds
      remaining in the Account after the provision for the payments described in
      this paragraph shall be promptly remitted to Owner on a regular
      basis.




iii.
            Notwithstanding
      the foregoing or anything to the contrary in this Agreement, Manager shall
      comply with such cash management and/or lockbox procedures and
      requirements as may be set forth in any Loan Documents from time to
      time.




D)      Enforcement of
Leases. Manager shall enforce in a commercially reasonable manner the
performance by all tenants of the Shopping Center of all requirements of their
respective Leases and the observance of all rules and regulations of the
Shopping Center, by all commercially reasonable means other than the
commencement of legal proceedings, provided that Manager shall not, without
prior written approval of Owner,




i.
            modify
      or amend the terms of any Lease at the Shopping Center, except where such
      modification or amendment (a) is entered into in accordance with the
      Annual Business Plan, or (b) does not have a material adverse economic
      effect on Owner or the Shopping
Center;




7




ii.
            terminate
      any Lease at the Shopping Center, unless (a) such Lease covers not more
      than 2,000 rentable square feet at the Shopping Center, or (b) such Lease
      has less than two years remaining on its term;
  or




iii.
            enter
      into, modify or amend any Lease with a tenant, if in connection with
      entering into such Lease, such tenant or its affiliate will also be
      entering into, modifying or amending any lease, license or other occupancy
      agreement at one or more properties managed or owned by Manager or an
      affiliate of Manager other than the Shopping
  Center.




As used
in this Agreement, “Lease” shall mean all
leases, licenses and other occupancy agreements for all or any portion of the
Shopping Center, other than leases, licenses and other occupancy agreements that
can be terminated on 30 days (or less) prior notice without the payment of fees
or penalties.





E)      Maintenance and
Repair.  Manager shall cause the Shopping Center to be
maintained in good operating condition and repair and safe and clean condition,
and supervise the maintenance thereof in accordance with the Annual Business
Plan.  Manager shall hire such persons, firms or corporations and
purchase or lease such equipment and supplies, in each case as set forth and in
accordance with the Annual Business Plan and at reasonable rates and costs
prevailing in the industry as may be necessary or desirable to accomplish such
purposes.  Manager shall not, without the prior written approval of
Owner, enter into any maintenance or service contract in respect of the Shopping
Center unless such contract (i) is in accordance with the Annual Business Plan,
or (ii) involves the payment by Owner of less than $25,000 to an unaffiliated
third party and is otherwise entered into in the ordinary course of
business.  All such maintenance shall be performed as required
pursuant to any Lease affecting the Shopping Center and in accordance with the
Annual Business Plan.




F)      Books and Records; Monthly
Reports; Annual Reports.




8





i.
            Manager
      shall maintain accurate and complete books, records and accounts of the
      management, operation and financial condition of the Shopping
      Center.  The books, records and accounts maintained by Manager
      for the Shopping Center shall be kept in accordance with US GAAP and
      preserved for at least five (5) years after the end of the applicable
      fiscal year.  Owner shall have the right during any fiscal year
      and for the aforesaid five (5) year period following each respective
      fiscal year, to audit and examine at its sole cost and expense, such books
      and records, including, without limitation, the right to copy any portion
      or portions thereof, at reasonable times during business hours upon, but
      not less than three (3) days' prior
notice.




ii.
            Manager
      shall provide, or cause to be provided, in a written format and an
      electronic file format to Owner at the earliest practicable time, but in
      no event later than 30 days after the end of each calendar month, a series
      of data files containing the following:  (A) a balance sheet,
      (B) an income statement, (C) current year cash flow reforecast (i.e.
      revenue down to Net Operating Income (as defined in the Parent
      Agreement)), (D) a comparison of the actual monthly and year-to-date
      results with the Annual Operating Budget and prior years, showing dollar
      and percent variances and a narrative discussing major variances between
      actual and budgeted performance, (E) a statement of cash flow (i.e.
      reconciling net income to distributable cash), (F) detail of capital
      expenditures for the month as compared to budget, (G) occupancy reports,
      lease expiration reports, tenant sales reports and occupancy costs
      reports, (H) rent roll, (I) copies of banks statements and monthly bank
      reconciliations, (J) a leasing status report that discusses leasing and
      marketing activity, including details of pending lease terms, (K) an aging
      of accounts receivable and accounts payable, and (L) a copy of all written
      reports produced by Manager that discusses historical or projected
      performances of the Shopping
Center.




iii.
            Manager
      shall provide, or cause to be provided, in a written format and an
      electronic file format, to Owner, at the earliest practicable time but in
      no event later than 30 days after the end of each calendar quarter, a
      series of reports and data files containing the following:  (A)
      a quarterly balance sheet, (B) a quarterly income statement, (C) a
      comparison of the Annual Operating Budget with actual quarterly results,
      showing dollar and percent variances and containing a narrative discussing
      major variances, and (D) cash flow statements containing columns with
      quarterly and year-to-date pro forma and quarterly and year-to-date budget
      vs. actuals, with dollar and percent
variances.




G)      Insurance.




9





i.
            Manager
      shall assist Owner in procuring, at Owner's sole expense, a commercial
      general liability insurance policy, insuring both Owner and Manager for
      the term of this Agreement.  Such policy shall provide not less
      than the following limits and
coverages:




Bodily
Injury and Shopping Center Damage


Liability
(including
Contractual)                                                                   $10,000,000
per occurrence





and
assist Owner in procuring, at Owner's sole expense, property insurance and other
insurance as directed by Owner.





ii.
            Once
      obtained by Owner, Manager will administer the Shopping Center insurance
      program as required by Owner.  In the event Owner fails to
      maintain insurance as provided for herein and if Owner fails to correct
      such default after reasonable notice from Manager, Manager may purchase
      such insurance at Owner's expense.




iii.
            Notwithstanding
      the foregoing, the parties hereby agree that the provisions of any Loan
      Agreement and other Loan Documents which otherwise provide for the
      maintenance of insurance and the required limits thereof, shall control
      and that Manager and Owner shall obtain such required insurance in place
      of the program outlined above in this
section.




H)      Marketing/Promotional.
Manager shall supervise and assist in the establishment of a merchants
association (“Merchants'
Association") or promotional fund ("Promotional Fund"),
as directed by Owner, including appropriate bylaws, and represent Owner at any
meetings or functions of the Merchants' Association or administer the
Promotional Fund, as the case may be.




I)      Advertising. Manager
shall initiate, coordinate and supervise advertisement and promotion of the
Shopping Center in accordance with the Annual Business Plan and otherwise in
accordance with instructions from Owner.  The Annual Operating Budget
shall contain sums sufficient to promote and market the Shopping Center in a
manner reasonably consistent with comparable shopping centers.




10





J)      Other Services.
Perform any and all related or collateral business and management functions
pertaining to the daily operation of the Shopping Center as contemplated, yet
not specifically enumerated, in this Agreement or as requested by Owner in
accordance with the Annual Business Plan.




2.4
            PERSONNEL:




A)              Manager
shall select, hire, employ, compensate, supervise and discharge all employees
necessary for the operation and management of the Shopping
Center.  Owner shall have no obligation to pay any expenses or
compensation (including without limitation salaries and fringe benefits) that
are incurred in connection with the employment of any directors, officers or
other home office employees of Manager or any of Manager's
affiliates.  Manager agrees that the staff available to it (including,
without limitation, home office and regional staff) and engaged in connection
with the services to be rendered by Manager and GDC hereunder will at all times
during the term of this Agreement consist of sufficient personnel to enable it
to efficiently and effectively carry on its obligations pursuant to this
Agreement.  Compensation, including without limitation salary and
fringe benefits, for the services of on-site operating and maintenance employees
shall be consistent with the Business Plan and shall be paid directly by Manager
but shall be reimbursed by Owner.




B)              In
addition to those services rendered by staff personnel employed at the Shopping
Center, Owner acknowledges that services will be required of Manager's Regional
Management Staff ("Regional
Staff").  Owner will pay the Regional Staff Fee in respect of
such Regional Staff.  “Regional Staff Fee”
means an amount equal to 0.25% of Total Gross Income (as defined
below).




C)              Manager
shall consult with Owner prior to making any changes to the identity of the
individual acting as leasing agent or property manager on behalf of Manager for
the Shopping Center.




D)              All
persons employed in connection with the operation and maintenance of the
Shopping Center shall be employees of Manager and not Owner.




2.5           MANAGEMENT
FEES:




11




A)           As
compensation for the services performed under this Agreement, Owner shall pay
Manager a monthly management fee (the “Management Fee”)
equal to 2.5% percent of Total Gross Income (as hereinafter defined). As used
herein, the term “Total Gross Income”,
shall mean:




i.
            all
      amounts of minimum rent and percentage rents collected from tenants or
      occupants of the Shopping Center;




ii.
            all
      other amounts collected from tenants or occupants for common area
      maintenance, real estate taxes and assessments, utilities, security and
      insurance; and




iii.
            all
      other incidental income of the Shopping Center from vending machines,
      telephones, and parking fees.




Total
Gross Income shall not include (i) tenant contributions to the Merchants'
Association or Promotional Fund, (ii) security deposits (until actually applied
towards a tenant’s obligations under the applicable Lease), or (iii) termination
fees or other payments made by tenants in connection with termination of the
respective Lease.  Total Gross Income for any period shall be reduced
by any amounts paid to a tenant or occupant of the Shopping Center during such
period that represents a reimbursement of an amount previously collected from
such tenant or occupant as an item of Total Gross Income for a prior
period.





B)           The
Management Fee and Regional Staff Fee will be paid monthly in arrears on the
5th day
of each month (or, if such day is not a business day, the following business
day).  The Management Fee and Regional Staff Fee shall be calculated
on the basis of cash actually collected with respect to the items set forth
above.




ARTICLE
3


LEASING
SERVICES





3.1           APPOINTMENT
OF LEASING AGENT:





A)           Owner
hereby appoints GDC as its sole and exclusive leasing agent for the Shopping
Center, subject to the existing brokers listed on Schedule
3.1(A) attached hereto, subject to and in accordance with the terms of
this Agreement, and, in such capacity, to exercise such powers and have such
authority with respect to the Shopping Center as more particularly set forth in
this Agreement.  GDC hereby accepts such appointment and agrees to
perform such services, all in accordance with the terms and provisions of this
Agreement.




12





B)           In
performing the Leasing Services (as hereinafter defined) GDC is, and at all
times shall be, acting as an independent contractor engaged by
Owner.  GDC, in performing Leasing Services, shall have no apparent,
inherent, or ostensible authority but shall be limited in its authority to the
express grants of authority provided in this Agreement.  GDC will not
take any actions, pertaining to the management of the Shopping Center in
contravention of this Agreement, the Loan Agreement, or the Annual Business
Plan.




3.2           AUTHORIZED
SERVICES:  GDC, in its capacity as leasing agent, shall perform the
services necessary for the leasing of the Shopping Center in accordance with the
Annual Business Plan or this Agreement, including the following services (herein
called collectively "Leasing
Services");





A)      In
accordance with the Annual Business Plan or this Agreement, or with Owner's
prior written approval, and at Owner's expense, advertise the Shopping Center or
portions thereof for rent, by means of periodicals, signs, plans, brochures, and
other means appropriate to the Shopping Center.   Owner agrees
that, for advertising purposes, the Shopping Center may be included in brochures
of GDC which advertise other properties being offered for lease by GDC. Under such circumstances
the costs of advertising will be allocated to the Shopping Center on an
equitable and non-discriminatory basis.




B)      Use
diligent and good faith efforts to rent and keep the Shopping Center rented in
accordance with the Annual Business Plan.  Service Provider shall,
negotiate, on behalf of Owner, leases on an individual basis for all space and
buildings in the Shopping Center, including out parcels, and renewals and
extensions of existing Leases, all substantially in accordance with the Annual
Business Plan.  Any proposed lease which covers (or proposes to cover)
in excess of 2,000 square feet at the Shopping Center shall in all events be
subject to Owner’s prior written consent.  All Leases shall be
executed by Owner.  Notwithstanding anything herein to the contrary,
all Leases, and renewals, extensions and modifications to Leases, shall comply
with the requirements of any Loan Agreement.




C)      Consult
with Owner for the preparation of form lease agreements to be used in
conjunction with the Leasing Services provided in this Article.  Where
such form lease agreement have been prepared and approved by Owner, GDC will use
commercially reasonable efforts to utilize the form lease
agreement.  Such services of GDC will be billed as provided for Legal
Services (as hereinafter defined) herein.




3.3           LEASING
FEES:




13




A)      Service
Provider shall be entitled to receive commissions for Leases, renewals and
extensions executed with tenants at the Shopping Center, and certain other
compensation (collectively, “Commissions”) as set
forth in this Section 3.3.




B)      The
Commissions shall be earned and payable as follows:




(i)
            Thirty-Three
      and one-third percent (33.33%) upon the execution of a Lease by both Owner
      and the applicable tenant.




(ii)
            Thirty-Three
      and one-third percent (33.33%) within ten (10) days after the date upon
      which the tenant under the relevant Lease occupies the subject
      premises.




(iii)
            Thirty-Three
      and one-third percent (33.33%) within ten (10) days after the date upon
      which the tenant under the relevant Lease begins payment of regularly
      scheduled rental payments under the applicable
  Lease.




(iv)
            In
      full upon a closing, in the event a Commission shall be earned in respect
      of the sale of an out parcel at the Shopping
  Center.




C)      The
amount of Commissions earned by Service Provider shall be as
follows:




(i)
            Three
      percent (3%) of the amount of the Net Rent (as defined below) for any
      Lease with a new “Major Tenant” (tenants leasing 15,000 square feet or
      more of gross leasable floor area).




(ii)
            $6
      per square foot (to be prorated for any lease term of less than 5 years)
      with any new in-line tenant other than a Major Tenant and other than a
      Long-Term Temporary Tenant.




(iii)
            $3
      per square foot with any new in-line tenant that is a Long-Term Temporary
      Tenant.




(iv)
            Three
      percent (3%) of the amount of Net Rent for the renewal of any Lease of a
      Major Tenant.




(v)
            $4
      per square foot (to be prorated for any lease term of less than 5
      years)for
      the renewal of any Lease with any in-line tenant other than a Major Tenant
      and other than a Long-Term Temporary
Tenant.




14




(vi)
            $2
      per square foot for the renewal of any Lease with any in-line tenant that
      is a Long-Term Temporary Tenant.




(vii)
            Four
      percent (4%) of the amount of the Net Rent for the lease of any permanent
      kiosk space.




(viii)
            Fifteen
      percent (15%) of the amount of the gross rents for any Lease having a term
      of twelve (12) months or less, or that can be terminated by landlord
      without penalty on not more than thirty (30) days
  notice.




(ix)
            Three
      percent (3%) of the purchase price for the sale of any out parcel on the
      Shopping Center.




(x)
            If
      a tenant is represented by broker or agent whose fee is to be paid by
      Owner, then GDC's commission shall be reduced by the amount required to be
      paid to the broker or agent, but in no event shall GDC's commission be
      reduced by more than fifty percent
(50%).




D)      As
used herein:




(i)
            The
      term “Net
      Rents”shall mean be the amount of rent payable by a tenant to landlord
      for the initial term under a Lease (not to exceed ten (10) years)
      excluding all rent or amounts payable by tenant to reimburse landlord for
      tenant’s share of the costs of taxes, common area maintenance, insurance,
      other similar reimbursable expenses or tenant payments to marketing or
      promotional funds, if any, for the Shopping
  Center.




(ii)
            The
      term “Long-Term Temporary Tenant” means a tenant who leases space in the
      Shopping Center for a term not less than 13 months and not greater than 35
      months, and whose occupancy agreement is executed on GDC’s form specialty
      license agreement.




3.4           INTENTIONALLY
OMITTED.




3.5
            LEASES
      AND SALES AFTER EXPIRATION OF
AGREEMENT.




A)           No
later than 30 days following the expiration or earlier termination of this
Agreement, GDC shall provide a list (the “Tail List”), along
with reasonable evidence, of those prospective tenants with whom:




15





(i)
            During
      the term of this Agreement: (x) such prospective tenant has received a
      substantive proposal from GDC with respect to a Lease or out parcel
      purchase in the Shopping Center, has affirmatively responded to such
      proposal with a substantive counterproposal, and negotiations with such
      prospective tenant have not terminated at any time thereafter by the
      prospective tenant or purchaser, or GDC or Owner; or (y) such prospective
      tenant or purchaser has signed a letter of intent.  It shall be
      conclusively presumed that active negotiations have been terminated if
      there has been no substantive communications with the prospective tenant
      or out parcel purchaser concerning the Shopping Center during the ninety
      (90) day period immediately preceding such expiration or
      termination.  No commission shall be due to GDC if active
      negotiations were terminated, or presumed to have been terminated, as
      provided herein.




B)           GDC
will be entitled to a fee for any Lease or any agreement for the sale of any out
parcel entered into after the date of the expiration or earlier termination of
this Agreement with a party properly identified on the Tail List, provided
that:




i.
            With
      respect to any Lease, such Lease is fully executed within one hundred
      eighty (180) days after the expiration or earlier termination of this
      Agreement;




ii.
            With
      respect to any out parcel ground lease, such ground lease is fully
      executed within one hundred eighty (180) days after the expiration or
      earlier termination of this Agreement, and the tenant thereunder does not
      terminate such Lease due to tenant contingencies;
  and




iii.
            With
      respect to any agreement for the sale of an out parcel, such agreement is
      fully executed within one hundred eighty (180) days after the expiration
      or earlier termination of this Agreement, and such sale
      closes.




ARTICLE
4


DESIGN
AND CONSTRUCTION COORDINATION SERVICES





4.1           EMPLOYMENT
OF GDC:  As provided in Article 2, Owner authorizes Manager to
perform, in strict accordance with the Annual Business Plan, those services
necessary for the design, construction, repair and maintenance of the Shopping
Center.  To fulfill those duties and obligations, Manager shall employ
the services of GDC to perform those design services as Manager shall deem
necessary.




16




4.2           DESIGN
SERVICES:  GDC shall provide the following services to Manager to
enable Manager to provide the same services to Owner:





A)           GDC
shall provide information and suggestions and such professional services as will
enable Manager to make knowledgeable decisions regarding maintenance
problems;




B)           GDC
shall provide necessary design services to enable Manager to conclude leases
with tenants which services shall include:




(i)
            preparation
      of a plot plan and updating of the plan of the Shopping Center and
      buildings thereon as Manager shall
direct;





(ii)
            preparation
      of leasing plans and periodic updating to leasing requirements specified
      by Manager;





(iii)
            coordination
      required to effect items (i) and
(ii);





(iv)
            preparation
      of individual tenant shell space plans including room splits, which will
      depict conditions of shell space for tenant's use in preparing tenant's
      construction plans and
specifications;





(v)
            review
      of tenant's plans when received for conformance to various design criteria
      established;





(vi)
            preparation
      of complete plans and specifications should a lease be other than shell
      space (i.e., a turn-key lease, etc.), as Manager so directs;
      and





(vii)
            consultation
      with tenant's architect, engineer, contractor or other representative
      regarding plans and specifications.





C)           When
expressly set forth in Annual Business Plan or otherwise requested in writing by
Owner in connection with (i) any repairs or remodeling of the Shopping Center,
or (ii) any expansion of the Shopping Center (the determination of whether the
same is required being at the sole discretion of Owner), and when requested by
Manager at the direction of Owner, provide services, information and suggestions
to Manager for the preparation of plans and specifications for the relevant
project.  These services may include:




(i)
            Plan
      review;




17





(ii)
            Technical
      consultation; and




(iii)
            Site inspection.





D)           Any
services to be performed under this Article 4 shall be rendered only after
Manager has obtained Owner's prior written approval or in strict accordance with
the Annual Operating Budget.




E)           GDC
may not retain the services of outside design, engineering and construction
consultants in connection with services it provides under this Agreement without
the prior written approval of Owner.




4.3           DESIGN
SERVICES FEES:  For the services provided for in this Article 4 as it
relates to tenant design services, Owner shall pay GDC compensation in an amount
equal to $2,500 per Lease; provided that such services shall be provided to the
extent required for any kiosk leases or any lease for a term of less than 13
months, but no fee shall be payable in connection therewith.





ARTICLE
5


SUPPLEMENTAL
SERVICES





5.1           SUPPLEMENTAL
SERVICES:  The parties acknowledge that GDC has in-house resources for
Legal Services (as hereinafter defined).  Having such expertise, Owner
agrees that, when necessary and in strict compliance with the Annual Operating
Budget or upon the prior written request of Owner, GDC, for a fee, may utilize
GDC's in-house resources to provide Legal Services with respect to the Shopping
Center:




18




A)           Legal
services ("Legal
Services"), including reviewing and processing damage claims, lawsuits
and mechanics liens; satisfying requirements of the mortgagee of the Shopping
Center in regard to effecting the duties and responsibilities of Manager or GDC;
working with governmental agencies; working with tax counsel or taxing
authorities to effect a tax reduction; working with outside legal counsel hired
by Manager or GDC on behalf of Owner; routine consultation by telephone,
correspondence, or in person with respect to legal issues affecting Owner;
routine participation in negotiations concerning individual tenant lease
contracts including, but not limited to, anchor tenants, in-line tenants and
outparcel leases; preparation and negotiation of sales contracts for outparcels;
and routine participation with respect to project development issues including,
but not limited to, title and zoning matters.  Legal Services shall
not include preparation for, and participation in any litigation, administrative
hearing, arbitration, or other matters involving a judicial, administrative,
regulatory or supervisory body; collective bargaining; and matters not
traditionally handled by Manager's or GDC's staff counsel because of the
specialty involved.  Notwithstanding the foregoing, Manager or GDC
reserves the right to decline to undertake any matter on behalf of Owner where
it determines that it may not ethically undertake such representation, whether
because of conflict of interest or otherwise.




5.2           FEES:   Whenever
services are provided by GDC in accordance with Section 5.1, all supplemental
services performed by GDC will be invoiced to Owner at an hourly rate comparable
to that commonly charged for similar services rendered in the shopping center
industry (with the exception of those fees specifically referred to in this
section).  To the extent that GDC utilizes its in-house legal staff
for the provision of Legal Services, GDC shall charge Owner, and Owner shall
pay, for such Legal Services at such reasonable rates as GDC may establish from
time to time, plus out-of-pocket expenses, except as provided
below.





Owner agrees to pay GDC the fees as set
forth below for certain Legal Services:






Out parcel
      leases
            $20,000 per
      leaseOut parcel
      sales
            $20,000 per
      saleMajor tenants (over
      15,000 sq.ft.)
            $20,000 per
      leaseAll other
      tenants
            $1.25 per sq. ft. of
      gross leasable area(minimum of
      $750)




Notwithstanding
the foregoing fee chart for the Legal Services described therein, (i) there
shall be no charge or fee for leases that are executed on GDC’s license
agreement form; and (ii) with respect to all Lease amendments, renewals, options
to relet, assignments and terminations, all Legal Services performed by GDC will
be invoiced to Owner at the then-market hourly rate for similar legal services
rendered in the Columbus, Ohio metropolitan area.





In
addition, all incidental expenses incurred by GDC, including but not limited to,
telephone and telefax charges, copying costs, travel expenses (including
mileage, food and lodging), and postal and courier service charges shall be
borne by Owner.





19





ARTICLE
6


INDEMNIFICATION





Each party shall indemnify and hold the
other (together with their respective officers, directors, shareholders,
members, employees, agents, attorneys, subsidiaries, successors and assigns)
harmless against and from any liabilities, claims, demands or legal proceedings
(including the costs, expenses and reasonable attorneys' fees incurred in
connection with the defense of any such matter) which may be made or brought
against the indemnitee arising out of the indemnitor’s actions or omissions with
regard to the Shopping Center, except with respect to claims or demands due to
the indemnitee's negligence or willful misconduct or any act or omission outside
of the scope of or in breach of, the provisions of this Agreement; provided,
however, that this indemnity is on the condition, as to any particular event,
that the indemnitee:





(i)
            notifies
      the indemnitor or its insurers in writing as soon as possible after notice
      of any injury or claim is received,
and





(ii)
            takes
      no steps (such as admission of liability) which will operate to bar the
      indemnitor from obtaining any protection afforded by any policies of
      insurance it may hold or which will operate to prejudice the defense in
      any such legal proceedings or otherwise prevent the indemnitor from
      protecting itself against such claim, demand or legal
      proceedings.





It is understood that the indemnitor
shall have the sole and exclusive right to conduct the defense of any such
claim, demand or legal proceeding.





ARTICLE
7


BUSINESS
PLAN; OPERATING BUDGET




SECTION 7.1  Business
Plan.   Manager shall, in accordance with Section 7.2, (A)
prepare an updated Business Plan annually which shall be submitted to the
Blackstone Member for approval as provided for herein, and (B) shall implement
the Business Plan on behalf of Owner in accordance with the terms of this
Agreement.




SECTION 7.2   Implementation of Business
Plan; Updates.




A)           Beginning
with the Business Plan for calendar year 2011, Manager shall on or before
November 15th of
each year prepare and submit to the Blackstone Member for approval a proposed
Business Plan (including an Operating Budget) for the ensuing calendar
year.




20





B)           The
Business Plan shall include, without limitation, each of the following items
containing the most current information with regard thereto then
available:  (i) a comprehensive survey of the market in which the
Shopping Center is competing, (ii) a detailed description of the renovation,
refurbishment, maintenance, repair and management of the Shopping Center,
including, without limitation, any planned or required improvements to the
Shopping Center, (iii) a forecast of the capital spending requirements of Owner
for the succeeding five-year period, (iv) a detailed Operating Budget, (v) a
detailed marketing report, and (vi) such other items as the Blackstone Member
shall reasonably request from time to time.




C)           
Not later than 15 business days after receipt by the Blackstone Member of the
proposed Business Plan, the Blackstone Member may deliver a notice to the
Manager stating that the Blackstone Member objects to any information or
proposal contained in or omitted from such Business Plan and setting forth the
nature of such objection.  Upon receipt of such notice, the Manager
shall within 10 business days modify the proposed Business Plan and resubmit it
to the Blackstone Member for the Blackstone Member’s approval.  Within
10 business days of receipt of the resubmitted Business Plan, the Blackstone
Member may deliver a further objection notice (in which event the resubmission
and review process described above shall continue until the Business Plan in
question is accepted and consented to by the Blackstone Member).




D)           If
a Business Plan for any calendar year has not been approved by December 31st of
the previous year, the Shopping Center shall continue to operate under the
Business Plan for the previous year until a new Business Plan, as provided
herein, is approved in accordance with the terms hereof, with such adjustments
to the Operating Budget contained therein as may be necessary to reflect
approved contracts or Leases, deletion of non-recurring expense items set forth
on the previous Operating Budget and increased insurance costs, taxes, utility
and energy costs,  debt service payments and other non-discretionary
items.




SECTION 7.3  Operating
Budget.




A)           The
Operating Budget shall include, without limitation, all anticipated Operating
Expenses (as defined in the Parent Agreement), Operating Revenues (as defined in
the Parent Agreement) and capital expenditures of Owner and the Shopping Center
for the immediately succeeding calendar year and for each month and calendar
quarter of such calendar year.




21





B)           Manager
shall use commercially reasonable efforts to implement the Operating Budget
included as a part of the then current Business Plan on behalf of Owner and may
incur the expenditures and obligations provided for therein, subject to the
express limitations set forth elsewhere in this Agreement and the requirements
of any Indebtedness (as defined in the Parent Agreement).  Manager
shall use diligent efforts to keep Owner fully informed regarding all material
matters relating to the Shopping Center and its operations and assets (and such
other specific matters as Owner may reasonably request from time to time) and
shall so consult on a monthly basis and at all reasonable times requested by
Owner, and without limitation of the foregoing, shall cause any party retained
by it or its affiliates to implement the matters set forth in any Business Plan,
Annual Operating Budget, and to periodically consult with Owner regarding the
implementation of the Business Plan.




SECTION 7.4  Certain Definitions.
As used herein:





A)      “Business Plan” means,
at any time, the strategic annual plan duly prepared by the Manager and approved
by the Blackstone Member in accordance with this Agreement and in effect at such
time for the operation, development, renovation, refurbishment, marketing,
leasing, financing/refinancing and/or disposition of the Shopping Center, which
shall include and incorporate an Operating Budget.




B)      “Operating Budget”
means the annual budget prepared by the Manager and approved by the Blackstone
Member in accordance with this Agreement, and including the items set forth in
this Agreement.  The Operating Budget shall be incorporated into and
be part of the Business Plan.




C)      “Annual Operating
Budget” shall mean the Operating Budget approved for the applicable
calendar year.




D)      “Annual Business Plan”
shall mean the Business Plan approved for the applicable calendar
year.




ARTICLE
8


ASSIGNMENT




22




This Agreement shall not be assigned by
any party without the prior written consent of the other; provided, however,
that Manager or GDC shall have the right to assign its interest in this
Agreement to another legal entity which is a wholly-owned subsidiary of Manager
or GDC.  In the event of such an assignment by Manager or GDC,
assignee shall agree, by written instrument inuring to the benefit of Owner, its
successors and assigns, to be bound by all of the provisions of this
Agreement.





ARTICLE
9


TERMINATION





SECTION 9.1  Termination by Owner.
This Agreement may be terminated by Owner without payment of any premium or fee
upon the occurrence of any of the following:





A)      If
Manager or Service Provider is in default in the performance of its obligations
hereunder, which default continues uncured for 30 days following receipt of
notice thereof from Owner; provided, however, if the
default in question is curable but is of such nature that it cannot reasonably
be completely cured within such 30-day period, such longer period, not to exceed
ninety (90) additional days, as may reasonably be necessary provided that
Manager or Service Provider, after receiving such notice, promptly commences to
cure such default and thereafter proceeds with reasonable diligence to complete
the curing thereof; provided further,
however, that
if the performance of Manager’s or Service Provider’s obligations requires that
repairs or similar work be completed at the Shopping Center and, despite
Manager’s or Service Provider’s reasonable diligent efforts, such work cannot be
completed within such additional 90-day period, such 90-day period may be
further extended as is reasonably necessary for Manager or Service Provider to
complete such work, as long as Manager or Service Provider continues to proceed
with reasonable diligence to perform same and provides Owner with periodic
updates until such work is completed.




B)      If
a “Removal Event” has occurred as such term is defined in the Parent Agreement,
or if the Blackstone Member is otherwise entitled under the Parent Agreement to
cause the termination of this Agreement.




C)      The
occurrence of any of the following: (i) the filing of any petition for
bankruptcy by or against Manager or Service Provider, and, in the case of an
involuntary petition, such petition is not discharged or dismissed within sixty
(60) days of the filing thereof, (ii) if Manager or Service Provider makes an
assignment for the benefit of creditors, admits in writing its inability to pay
its debts generally as they come due or is adjudicated insolvent in any legal
proceeding, or (iv) if a trustee or receiver is appointed to take possession of
all or a substantial portion of Manager’s or Service Provider’s assets, which
appointment is not rescinded within 60 days thereof.




23




D)      If
Owner permanently discontinues operation of the Shopping Center due to a
casualty or condemnation event.




E)      The
sale or transfer by Owner of the Shopping Center, the sale or transfer (either
directly or indirectly) by Parent of all its membership interests in Owner, the
sale or transfer by Glimcher Member of all its direct or indirect membership
interest in Parent, in each case to an third party purchaser unaffiliated with
Manager, Service Provider, or Glimcher Member; or the sale or transfer by
Glimcher Member of all its direct or indirect interest in Parent to Blackstone
Member or an affiliate thereof, such termination to be effective as of the
closing of such sale or transfer.




F)      If
there occurs a final judgment of foreclosure by any bank or financial
institution on the Interest (as defined in the Parent Agreement) of Glimcher
Member in Parent.




G)      If,
under the terms of any Loan Agreement or Loan Documents affecting the Premises,
the lender thereunder has exercised its right to terminate this
Agreement.




H)      The
occurrence of a “Performance Event” (as defined below).




As used
in this Agreement, “Performance Event”
means if “Net Operating Income” for any 12 month period ending on September 30
(beginning with September 30, 2010) is less than 85% of “Base Year
NOI”.  For purposes of this Agreement "Net Operating Income"
shall have the meaning assigned thereto in the Parent
Agreement.   “Base Year NOI” shall
mean the Net Operating Income for the trailing twelve month period ending on
September 30, 2009, which equals [INSERT BASE YEAR NOI FOR SHOPPING
CENTER: $17,969,103 FOR LLOYD CENTER, AND $14,127,467 FOR WESTSHORE
PLAZA].




SECTION 9.2   Termination by
Manager.   This Agreement may be terminated by Manager at
any time if Owner is in material default in the performance of its obligations
hereunder, which material default continues uncured for 30 days following
receipt of notice thereof from Manager; provided, however, that in the event
such material default is not susceptible to cure within such 30 day period, this
Agreement may not be terminated by Manager pursuant to this Section 9.2 so long
as Owner commences to cure such material default within such initial 30 day
period and diligently prosecutes such cure through its completion.




24




SECTION 9.3   Final
Accounting.  Upon termination of this Agreement for any reason,
Manager and Service Provider shall (A) cooperate with Owner and any new manager
or leasing agent selected by Owner to manage and lease the Shopping Center by
promptly responding to all reasonable requests for information or documentation
in connection with Manager or Service Provider’s activities under this
Agreement, and (B) promptly deliver to Owner within 30 days of the effective
date of termination the following documentation with respect to the Shopping
Center:





A)           A
final accounting, reflecting the balance of income and expenses of the Shopping
Center as of the date of termination;




B)           Any
balance of monies of Owner or tenant security deposits, or both, held by Manager
with respect to the Shopping Center, and any moneys received by Manager with
respect to the Shopping Center at any point following termination;
and




C)           All
materials, supplies, keys, accounting papers, books, records, contracts, Leases,
receipts for deposits, unpaid bills or other papers or documents which pertain
or relate to the Shopping Center.




D)           To
the extent there are any contracts with third parties which pertain to the
operations of the Shopping Center which are held in Manager’s name, Manager
shall reasonably cooperate with Owner to assign such contracts to
Owner.




ARTICLE
10


NOTICES





Every notice, demand, consent, approval
or other document or instrument required or permitted to be served upon any of
the parties hereto (collectively, "Notices") shall be in writing, addressed to
the respective parties at the addresses set forth below, and shall be delivered:
by hand; by registered or certified United States mail; by facsimile to the
facsimile number for a party set forth herein; or by national overnight courier
service.   Notices shall be deemed to have been given: if by
hand, on the date delivered; if by registered or certified United States mail,
on the date of delivery; if by facsimile, on the date successful transmission is
verified; and if by overnight courier service, on the date of
delivery.  All notices shall be sent to:





TO
      OWNER:
              [INSERT NAME OF
      OWNER]c/o Glimcher
      Properties Limited Partnership180 East Broad
      StreetColumbus,
      Ohio  43215Attn:  General
      CounselFax:  614.621.8863  25
  WITH A COPY
      TO:Blackstone Real
      Estate Acquisitions VI, L.L.C.345 Park Avenue,
      31st
      Floor,New York, New York
      10154Attn: Gary
      SumersFax
      212.583.5726AndSimpson Thacher
      & Bartlett LLP425 Lexington
      AvenueNew York, New York
      10017Attn: Sas Mehrara,
      Esq.Fax:
      212.455.2502TO
      MANAGER:
                Glimcher Properties
      Limited PartnershipAttention:  General
      Counsel180 East Broad
      StreetColumbus,
      Ohio  43215Fax:
      614.621.8863TO
    GDC:
                Glimcher Development
      CorporationAttention:  General
      Counsel180 East Broad
      StreetColumbus,
      Ohio  43215Fax:
      614.621.8863


Any party
may change the address to which Notices served upon it are to be sent by ten
(10) days prior written notice informing the other parties of the change of
address.




ARTICLE
11


REPORTING





Whenever in this Agreement Manager or
GDC is requested to submit reports to Owner, unless otherwise specified, such
reports will be sent to Owner at the address stated in Article 8.




26




11.1           OPERATIONAL/MANAGEMENT
REPORTS:  Reports required on a monthly basis as those in Article 2
relating to the management and operation of the Shopping Center shall be
submitted to Owner no later than thirty (30) days after the calendar month for
which the report is being submitted; the form and substance of such reports
shall be subject to the reasonable approval of Owner.





11.2           ENGINEERING
AND CONSTRUCTION REPORTS:  For those services not of a continuing
nature such as those rendered pursuant to Article 4, reports and statements
shall be submitted to Owner on a monthly basis as services are
rendered.  Upon receipt, Owner will have ten (10) business days to
review and approve or object to the statements or reports submitted in respect
of any such services. Failure to respond within ten (10) business days will be
deemed acceptance by Owner entitling Manager to make payment to GDC from the
Account.




11.3           SUPPLEMENTAL
SERVICE REPORTS/INVOICES:  For services rendered pursuant to Article
5, GDC shall submit appropriate reports, statements or invoices after completion
of the particular assignment.  Owner will have ten (10) business days
to review and approve or object to the statements for payment submitted in
respect of such services.  Failure to respond within ten (10) days
will be deemed acceptance by Owner entitling Manager to make payment to GDC from
the Account.




ARTICLE
12


MISCELLANEOUS





12.1           APPLICABLE
LAWS:  This Agreement shall be governed and construed by the laws of
the State of [INSERT STATE
WHERE PROPERTY IS LOCATED].





12.2           ENTIRE
AGREEMENT:  This Agreement shall constitute the entire agreement of
the parties; all prior agreements between the parties with respect to the
matters herein contained, whether written or oral, are merged herein and shall
be of no force and effect.  This Agreement cannot be changed,
modified, waived or discharged orally but only by an agreement in writing signed
by the party against whom enforcement of the change, modification, waiver or
discharge is sought.





12.3           UNENFORCEABILITY:  If
any term or provision of this Agreement, or the application thereof to any
person or circumstance, shall to any extent be held invalid or unenforceable by
a court of competent jurisdiction, such invalidity shall not affect other
provisions of this Agreement or the applications thereof which can be given
effect without the invalid provision or application, and to this end the parties
hereto agree that the provisions of this Agreement are and shall be
severable.




27




12.4           CUMULATIVE
RIGHTS:  All rights, privileges and remedies afforded the parties by
this Agreement shall be cumulative and not exclusive, and the exercise of any
one of such remedies shall not be deemed to be a waiver of any other right,
remedy or privilege provided for herein or available at law or
equity.





12.5           DEFINITIONS;
TERMS:  The use herein of (i) the singular number shall be deemed to
mean the plural, (ii) the masculine gender shall be deemed to mean the feminine
or neuter, and (iii) the neuter gender shall be deemed to mean the masculine or
feminine whenever the sense of this Agreement so requires.





12.6           AFFILIATE
SERVICES:  Neither Manager nor GDC may engage any affiliate in
connection with the services to be provided hereunder or pay any compensation in
respect thereof to any affiliate except as provided in this Agreement or if
Owner’s prior written consent has been obtained.  All services
provided by affiliates of Manager or GDC must be provided at rates equal to or
less than the rates that would be charged by similarly qualified independent
third parties for similar services, and must otherwise be on terms as would be
available to Owner on an arm’s length basis from similarly qualified third party
providers.





12.7           MANAGER'S
AND SERVICE PROVIDER’S INSURANCE:  Manager and Service Provider shall,
at their own expense, maintain in full force and effect insurance policies with
respect to the employees of Manager and Service Provider satisfactory to Owner
issued by insurance companies which have an A.M. Best General Policyholder's
Service rating of not less than "A/VIII", which are licensed in the state in
which the Shopping Center is located and which are otherwise reasonably
satisfactory to Owner.  Such policies shall provide the following
coverage:





A)      Worker's
compensation and employer's liability insurance subject to the statutory limits
of the state in which the Shopping Center is located.




B)      Comprehensive
automobile liability insurance in an amount not less than $5,000,000 combined
single limit for bodily injury and property damage.  Such requirements
may be satisfied by layering of comprehensive automobile liability, umbrella and
excess liability policies.




C)      A
fidelity bond in the amount of $100,000 for each officer and employee of Manager
who is associated with the management of the Shopping Center or, in the
alternative, an employee dishonesty insurance policy in the amount of
$500,000.




D)      Commercial
general liability insurance in an amount not less than $5,000,000 each
occurrence, provided that such insurance coverage may be satisfied by an
umbrella policy.




28




12.8           SUCCESSORS
AND ASSIGNS:  This Agreement shall be binding upon and inure to the
benefit of the permitted successors and assigns of the respective parties and
any person claiming by, through or under any of the respective parties or their
respective permitted successors or assigns.





12.9           FORCE
MAJEURE:  The time for performance of any term, covenant, condition or
agreement of this Agreement, except the obligation to pay any sum of money,
shall be extended by any period of unavoidable delays.  (For purposes
of this Agreement, "unavoidable delays" shall mean delays reasonably beyond the
control of the party obligated to perform the applicable term, covenant,
condition or agreement under this Agreement and shall include, without limiting
the generality of the foregoing, delays attributable to acts of God; strikes;
labor disputes, inability to procure labor, equipment, facilities or materials;
governmental restrictions; riots; acts of public enemy or casualty; but shall
not include delays attributable to financial difficulties of such
party.)  The party seeking to be excused hereunder shall give the
other party notice within thirty (30) days of the event upon which the excuse
from performance is based.  No party to this Agreement shall incur any
financial or other liability to the other party arising out of the failure of
said party to meet a particular date or dates as set forth herein provided the
said party hereto has acted in good faith and any such delay arises from any of
the causes enumerated in this Section and the said party has used diligent
efforts to meet said date or dates.





12.10           AUTHORITY
TO ENTER INTO AGREEMENT:  The parties hereto represent that they have
full authority to enter into this Agreement as conferred upon them by the
document creating their authority and more particularly have been authorized by
the requisite approval to enter into this Agreement and do so only in the
capacities indicated herein.





12.11           THIRD
PARTY:  This Agreement is made for the exclusive benefit of the
parties hereto, their successors and assigns herein permitted, and (except as
otherwise provided and as it relates to the Blackstone Member) not for any third
party and nothing in this Agreement, express or implied, is intended to confer
upon any person, other than the parties hereto, their successors and assigns
herein permitted, any rights or remedies by reason of this
Agreement.





12.12           COMPLIANCE:





A)      In
performing its obligations under this Agreement, Manager and GDC shall comply
with all present and future laws, ordinances and all rules, regulations,
requirements and orders of all governmental authorities (“Applicable Laws”) and
shall obtain all licenses and permits required to perform its obligations
hereunder and shall file all returns and reports required by Applicable Laws of
Manager and GDC in connection with its duties hereunder, including, but not
limited to, income tax withholding returns, Federal Insurance Contributions Act
returns and reports, Federal Unemployment Tax Act and worker's compensation
returns and reports, sales and use tax returns including so called rent tax
returns (and shall timely pay all contributions, taxes, costs and other amounts
due thereunder).  All of the foregoing returns and reports shall be
maintained as a part of the books and records of Manager and GDC.




29





B)      Manager
and GDC shall be responsible for alerting Owner as to any violation or alleged
violation of any Applicable Law relating to the renting, use, operation, repair
and maintenance of the Shopping Center, and will use commercially reasonable
efforts to ensure that the Shopping Center complies with all Applicable
Laws.




12.13   INTENTIONALLY
OMITTED.





12.14           COUNTERPARTS:  This
Agreement may be executed in several counterparts, each of which shall be deemed
an original, and all such counterparts shall together constitute one and the
same instrument.  Facsimile signatures shall be binding upon such
signatories.





12.15           COMPLIANCE
WITH LOAN DOCUMENTS:  Notwithstanding anything to the contrary
contained in this Agreement, Manager and Service Provider, in performance of
their respective duties under this Agreement, will not take any action in
violation of any Loan Agreement or Loan Documents and will perform their
obligations hereunder and otherwise act in a manner which will cause Owner to be
in compliance with its obligations under the Loan Agreement and Loan
Documents.





12.16
REOC PROVISIONS.  The parties acknowledge that Owner is a direct or
indirect controlled subsidiary of an entity (the “Member”) that is
intended to qualify as a “real estate operating company” (a “REOC”) within the
meaning of the U.S. Department of Labor plan assets regulation (Section
2510.3-101, Part 2510 of Chapter XXV, Title 29 of the Code of Federal
Regulations) and that it is intended that Owner will have the right, pursuant to
this Agreement, to substantially participate directly in the management of the
Shopping Center.  Without limiting the generality of the foregoing,
notwithstanding any other provision of this Agreement, and without prejudice to
the other rights provided to Owner under this Agreement, Manager agrees to: (i)
permit Owner to visit and inspect the property and inspect and copy the books
and records of Manager related to the Shopping Center, at such times as Owner
shall reasonably request; and (ii)periodically (but at
least quarterly) consult with Owner with respect to Manager’s operation and
management of the Shopping Center and the performance of its duties under this
Agreement and with respect to renovations, alterations, general maintenance and
repairs that Manager has engaged in or intends to engage in with respect to the
Shopping Center in accordance with the terms and provisions of this Agreement,
and provide Owner with the information and reports regarding the same set forth
in this Agreement; (iii); provide Owner with such other rights of participation
in the management of the Shopping Center as may reasonably be determined by
Owner to be necessary to enable the Member to qualify as a REOC, provided such
additional rights do not materially adversely affect Manager’s ability to
perform its duties under this Agreement or the economic benefits enjoyed by
Manager under this Agreement.  Manager agrees to consider, in good
faith, the recommendations of Owner in connection with the matters on which it
is consulted as described above.




30




12.17
OWNER’S APPROVAL:  When the approval or consent of Owner is required
by the terms of this Agreement in connection with any action to be taken by
Manager or GDC, the granting of Owner’s approval or consent shall be given in
writing by the Blackstone Member; provided, that if
Manager or GDC requests Blackstone Member’s consent under this Agreement and
Blackstone Member does not affirmatively reject such request in writing within
five (5) business days of its receipt of such request, then Blackstone Member
shall be deemed to have granted its consent.




[End
of Agreement]





31




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




OWNER:[INSERT NAME OF
      OWNER],a
      Delaware limited liability companyBy:
              GRT
      MALL JV LLC, its sole memberBy:Name:Title:
  MANAGER:GLIMCHER
      PROPERTIES LIMITED PARTNERSHIP,a
      Delaware limited partnershipBy:
                GLIMCHER
      PROPERTIES CORPORATION,a
      Delaware corporation,its
      sole general partnerBy:George A. SchmidtExecutive Vice President
  SERVICE
      PROVIDER:GLIMCHER
      DEVELOPMENT CORPORATION,a
      Delaware corporationBy:George A. SchmidtExecutive Vice President





32


Exhibit
H:  FIRPTA Certificate
  AFFIDAVIT OF NON-FOREIGN
STATUS
 (FIRPTA)
 
 STATE
      OF
                ________________
 COUNTY
      OF
                ________________
  Before
me, the undersigned authority, this day personally appeared _________________,
(“Affiant”),
the _______________ of Glimcher Properties Corporation, a Delaware corporation,
the General Partner of Glimcher Properties Limited Partnership, a Delaware
limited partnership (the “Partnership”), who
being first duly sworn, says:
  1.           That
Affiant understands and acknowledges that Section 1445 of the Internal Revenue
Code (as amended, the “Code”) provides that
a transferee (buyer) of a United States real property interest (as defined in
Section 897(c) of the Internal Revenue Code) must withhold tax if the transferor
is a foreign person;
  2.           That
Affiant understands and acknowledges that for federal income tax purposes
(including Section 1445 of the Code), the owner of a disregarded entity (which
has legal title to a United States real property interest under local law) will
be the transferor of the real property interest and not the disregarded
entity;
  3.           That
the Partnership owns all of the membership interests in ____________________, a
Delaware limited liability company (the “Venture”), an entity
that is disregarded as an entity separate from its owner under federal income
tax law;
  4.           That
the Venture owns all of the membership interests in each of (i) LC Portland,
LLC, a Delaware limited liability company (which has legal title to a United
States real property interest under local law, situated in Portland, Oregon),
and (ii) Glimcher Westshore, LLC, a Delaware limited liability company (which
has legal title to a United States real property interest under local law,
situated in Tampa, Florida) (collectively, the “Owner Entities”),
each of which is an entity that is disregarded as an entity separate from its
owner under federal income tax law;
  5.           That,
because the Venture and the Owner Entities are disregarded entities, for federal
income tax purposes, the Partnership will be the transferor of such United
States real property interests situated in (i) Portland, Oregon, known as Lloyd
Center and (ii) Tampa, Florida, known as Westshore Plaza and (the “Property”).
  6.           That
the Partnership is not a foreign corpora­tion, for­eign
part­ner­ship, foreign trust, or foreign estate (as those terms are
defined in the Internal Revenue Code and Income Tax Regulations).
  7.           That
the Partnership is not a disregarded entity as defined in Treasury Regulations,
Subchapter A, Section 1.1445-2(b)(2)(iii).
  8.           The
Partnership’s address and United States taxpayer identification number are as
follows:
  ______________________________
 ______________________________
 Tax ID
No.:  31-1390925




9.           That
Affiant understands that this affidavit may be disclosed to the Internal Revenue
Service and that any false statement made herein could be punished by fine,
imprisonment, or both.
  [Signature Page on Next
Page]
  
  Under penalties of perjury, Affiant
declares that he has examined this affidavit, and to the best of his knowledge
and belief, it is true, correct, and complete, and Affiant further declares that
he has the authority to sign this affidavit on behalf of the
Partnership.
  Dated:  _____________,
2009
  _____________________,Affiant
  SWORN TO AND SUBSCRIBEDbefore
me this ____ day of _______, 2009, by ________________, the _______________ of
Glimcher Properties Corporation, a Delaware corporation, the General Partner of
Glimcher Properties Limited Partnership, a Delaware limited partnership, for the
purposes stated herein, and that Affiant is personally known to me or has produced _______________________________ as
identification.
   Notary
    PublicPrint
  Name:My Commission
      Expires:





SCHEDULE
A-1





LEGAL
DESCRIPTION





Lloyd
Center, Portland, OR





PARCEL
1:





Parcel 1
of PARTITION PLAT 1999-146, in the City of Portland, County of
Multnomah  and State of Oregon.





PARCEL2:





A tract
of land situated in the Southwest one-quarter of Section 26, and the Northwest
one-quarter of Section 35, Township 1 North, Range 1 East of the Willamette
Meridian, in the City of Portland, County of Multnomah and State of Oregon, said
tract being all of Blocks 201,202, 203, and Lots 3, 4, 5, 6, 7 and 8, Block 204,
HOLLADAY'S ADDITION TO EAST PORTLAND, in the City of Portland, County of
Multnomah and State of Oregon.





TOGETHER
WITH those portions of vacated NE  11th Street, NE 12th Street and NE
13th Street, which inured thereto by reason of vacation thereof.





EXCEPTING
THEREFROM those portions lying within NE Halsey Street and NE Weidler Street,
being those portions conveyed to the City of Portland for street purposes by
Deed recorded September 20, 1957, in Book 1863, Page 141, and by Deed recorded
April 4, 1958, in Book 1891, Page 374, and by Ordinance No. 56365, May 21, 1929,
and Resolution No. 20159, June 1931.  Said Parcel 2 being more
particularly described as follows:





Beginning
at a point that bears North along the West line of said Block 204, a distance of
10.00 feet from the Southwest corner thereof; thence North along the West line
of said Block 204, a distance of 90.00 feet to the Northwest corner of Lot 3,
Block 204; thence East along the North line of said Lot 3, a distance of 99.99
feet to the Northeast corner thereof; thence North along the West line of Lots 7
and 8, said Block 204, a distance of 90.00 feet to a point 10.00 feet South of
the North line of Block 204; thence East on a line parallel with the North line
of Blocks 204, 203, 202 and 201, a distance of 879.93 feet to a point that bears
South 10.00 feet from the Northeast corner of said





Continued...











LEGAL
DESCRIPTION, Continued...





PARCEL 2,
Continued...:





Block
201; thence South along the East line of said Block 201, a distance of 180.00
feet to a point 10.00 feet North of the Southeast corner thereof; thence West
parallel with the South line of Blocks 201,202, 203 and 204, a distance of
979.92 feet to the point of beginning.





PARCEL
3:





A tract
of land situated in the Southwest one-quarter of Section 26, Township 1 North,
Range 1 East of the Willamette Meridian, in the City of Portland, County of
Multnomah and State of Oregon, said tract being all of Blocks 223, 224, 225 and
Lots 1, 2, 3, 4, 5 and 6 of Block 226, HOLLADAY'S ADDITION TO EAST PORTLAND, in
the City of Portland, County of Multnomah and State of Oregon.





TOGETHER
WITH those portions of vacated NE  11th Street, NE 12th Street and NE
13th Street which inured thereto by reason of vacation thereof.





EXCEPTING
THEREFROM those portions lying within NE Weidler Street as conveyed to the City
of Portland for street purposes by Deed recorded September 20, 1957, in Book
1863, Page 141, and those portions lying within NE Broadway as taken by the City
of Portland for street purposes by Ordinance No. 57721, December 11, 1929 and
Resolution No. 19786, and the Plat thereof, August 6, 1930 and Ordinance No.
56365, May 21, 1929 and Resolution 20159, June, 1931. Said Parcel 3 being more
particularly described as follows:





Beginning
at a point on the West line of said Block 223, said point being North 10.00 feet
from the Southwest corner thereof; thence North along the West line of said
Block 223, a distance of 180.01 feet to a point that bears South 10.00 feet from
the Northwest corner thereof; thence East parallel with the North line of said
Blocks 223, 224, 225 and 226, a distance of 879.93 feet to a point on the East
line of Lot 1, Block 226, said point being South 10.00 feet from the Northeast
corner thereof; thence South along the





Continued...











LEGAL
DESCRIPTION, Continued...





PARCEL 3,
Continued...:





East line
of Lots 1 and 2, said Block 226, a distance of 90.00 feet to the Northwest
corner of Lot 6, said Block 226; thence East along the North line of said Lot 6,
a distance of 99.99 feet to the Northeast corner thereof; thence South along the
East line of Lot 6 and Lot 5, said Block 226, a distance of 90.00 feet to a
point that bears North 10.00 feet from the Southeast corner of said Block 226;
thence West, parallel with the South line of said Blocks 226, 225, 224 and 223,
a distance of 979.92 feet to the point of beginning.





PARCEL
33:





A tract
of land situated in the Northeast quarter of Section 35, Township 1 North, Range
1 East of the Willamette Meridian, in the City of Portland, County of Multnomah
and State of Oregon, and being a portion of Blocks 174 and 175, HOLLADAY'S
ADDITION TO EAST PORTLAND, City of Portland, EXCEPT the East 10 feet of Block
175, and the East 10 feet and the South 10 feet of Block 174, as dedicated for
public right of way pursuant to instrument recorded on April 4, 1958, in Book
1891, Page 374, and recorded on July 23, 1951, in Book 1488, Page 216, Multnomah
County Deed Records, and TOGETHER WITH those portions of NE Clackamas Street, NE
Wasco Street and NE 15th Avenue, inuring thereto as vacated pursuant to
Ordinance No. 166704, recorded on December 23, 1993, in Book 2806, Page 281, as
amended by instrument recorded on December 23, 1993, in Book 2806, Page 306
Multnomah County Deed Records, and subject to the rights of the public in and to
those portions of Blocks 174 and 175 dedicated for public right of way pursuant
to Ordinance No. 166704 and as further described in Dedication Deeds recorded on
December 23, 1993, in Book 2806, Page 262, and Book 2806, Page 277, which
instrument was re-recorded on July 15, 1994, in Recorder's Fee No. 94108110, and
further re-recorded on August 1, 1994, as Recorder's Fee No.
94116499.  Said Parcel 33 of land being described as
follows:





Continued...











LEGAL
DESCRIPTION, Continued...





PARCEL
33, Continued...





Beginning
at a point on the center line of NE 15th Avenue and being located North 00E00'00'' East, a
distance of 40.00 feet from the center line of NE Multnomah Street and NE 15th
Avenue and running thence North 00E00'00''East
on the center line of NE 15th Avenue, a distance of 535.79 feet to the Westerly
line of relocated NE 16th Avenue, the beginning of a non-tangent 293.00 foot
radius curve left (radius point bears North 58E09'05''East); thence on said Westerly line, also being the





Northeasterly
line of Parcels 4708-1e-V1 and 4708-1d-V2 and the Southwesterly line of Parcel
4708-1d-D and the Easterly line of Parcel 4708-1d-V2, Parcel 4708-2a-V and the
West line of Parcels 708-2a-D and -1c-D, the following courses: on said curve
through a central angle of 29E28'01" (the long
chord of which bears South 46E34'52''East, a distance of 149.03 feet), an arc distance of 150.69 feet to the
beginning of a tangent 207.00 foot radius curve right; thence on said curve
through a central angle of 61E18' 52" (the long
chord of which bears South 30E39'26'' East, a
distance of 211.10 feet), an arc distance of 221.52 feet to the end thereof;
thence South 00E00'00" West, a
distance of 251.76 feet to a point located North 00E00'00'' East, a
distance of 10.00 feet and South 90E00'00'' West, a
distance of 14.08 feet from the Southeast corner of Block 174; thence North
90E00'00''
West on the North line of property conveyed to the City of Portland for street
purposes recorded on July 23, 1951, in Book 1488, Page 216, and recorded on
April 4, 1958, in Book 1891, Page 374, a distance of 215.89 feet to the point of
beginning.





PARCEL
38:





A tract
of land situated in the Northeast one-quarter of Section 35, Township 1 North,
Range 1 East of the Willamette Meridian, in the City of Portland, County of
Multnomah and State of Oregon, said tract being part of Blocks 161,172 and 173,
HOLLADAY'S ADDITION TO EAST PORTLAND.





Continued...











LEGAL
DESCRIPTION, Continued...





PARCEL
38, Continued...:





TOGETHER
WITH that portion of NE Hassalo Street, vacated by Ordinance No. 59118, and that
portion of NE Holladay Way, vacated by Ordinance No. 156681, and a portion of NE
15th Avenue, vacated by Ordinance No. 59118, and a portion of NE 16th Avenue and
all of Tax Lot 1, vacated by Ordinance Nos. 156681,  and
157954.





EXCEPTING
that parcel conveyed to the City of Portland for widening of NE Multnomah Street
as recorded in Book 1488, Page 216, and subject to the rights of the public in
and to those portions of Block 173 dedicated for public right of way pursuant to
Ordinance No. 166704, and as further described in Dedication Deed recorded
December 23, 1993, Book 2806, Page 262, Deed Records of Multnomah
County.  The said Parcel 38 herein described being more particularly
described as follows:





Beginning
at a point that bears South 10.00 feet and East 5.00 feet from the Northeast
corner of Block 160, said HOLLADAY'S ADDITION; thence East along the South line
tracts of land conveyed to the City of Portland for street purposes by Deed
recorded in said Book 1488, Page 216 and parallel with the North line of said
Block 173, a distance of 268.43 feet to the Northwest corner of Parcel R/W
5223-D described in a Deed for right of way purposes in document Number
95-36947, recorded March 29, 1995 (correcting a description labeled R/W
4708-1b-D in Ordinance No. 166704, recorded December 23, 1993, recorded in Book
2806, Page 281), said point being South 10.00 feet and East 13.45 feet of the
Northeast corner of Block 173; thence along the Westerly line of said Document
95-36947, along the arc of a non tangent 13.00 foot radius curve to the right
through a central angle of 17E17'28", an
arc distance of 3.92 feet to a point of tangency (chord bears South 13E02'51" East 3.91
feet); thence South 4E24'08"'East
65.14 feet to the end of said Westerly line; thence South 3E04'54''West, a distance of 20.19 feet; thence along the arc of a 270.00 foot
radius curve to the right through a central angle of 48E09'07''(the
long chord of which bears South 27E09'28''West,
220.29 feet), a distance of 226.91 feet to a point of non tangency; thence South
50E43'48''West, a distance of 37.52 feet;





Continued...











LEGAL
DESCRIPTION, Continued...





PARCEL
38, Continued...:





thence
South 57E06'35''West
a distance of 112.62 feet to the most Westerly corner of said Tax Lot 1 as
described in Ordinance No. 157954; thence along the Southerly and Westerly lines
of the tract described in Ordinance No. 156681, the following courses: North
52E07'22''
West, a distance of 30.47 feet to an intersection with a 214.00 foot radius
curve; thence along the arc of a 214.00 foot radius curve to the right through a
central angle of 34E01'27'' (the long
chord of which bears South 37E50'53'' West
125.22 feet), a distance of 127.08 feet to a point on the Westerly extension of
the North line of NE Holladay Street; thence West along said Westerly extension
a distance of 123.16 feet to a point that bears East 30.00 feet from the
Southwest corner of Lot 4, said Block 161; thence along the arc of a 174.98 foot
radius curve to the left through a central angle of 90E00'00''(the
long chord of which bears North 45E00'00" East
247.46 feet), a distance of 274.86 feet to a point of tangency, said point being
South 25.02 feet and East 5.00 feet from the Northeast corner of Lot 8, said
Block 161; thence North a distance of 275.02 feet to the point of
beginning.





PARCEL
44:





A tract
of land situated in the North one-half of Section 35, Township 1 North, Range 1
East of the Willamette Meridian, in the City of Portland, County of Multnomah
and State of Oregon, said tract being all of Blocks 152, 153, 160 and a portion
of Block 161, HOLLADAY'S ADDITION TO EAST PORTLAND.





TOGETHER
WITH that portion of vacated NE Hassalo Street and NE 14th Avenue and NE
Holladay Way, being those vacated portions which inured to said blocks by reason
of vacation thereof.





EXCEPTING
those parcels conveyed to the City of Portland by Deeds recorded in Book 1177,
Page 22, and Book 1488, Page 214, Deed Records of Multnomah
County.  Said Parcel 44 being more particularly described as
follows:





Continued...











LEGAL
DESCRIPTION, Continued...





PARCEL
44, Continued...:





Beginning
at a point that bears South 10.00 feet and East 10.00 feet from the Northwest
corner of said Block 153; thence East on a line 10.00 feet South of and parallel
with the North line of said Blocks 153 and 160, a distance of 454.96 feet to the
Northwest corner of that tract described in Ordinance No. 156681, recorded in
Book 1887, Page 1818, said point being South 10.00 feet and East 5.00 feet from
the Northeast corner of said Block 160; thence South parallel with the East line
of said Blocks 160 and 161, a distance of 275.02 feet to a point of curve;
thence along the arc of a 174.98 foot radius curve to the right, through a
central angle of 90E00'00''(the
long chord of which bears South 45E00'00'' West
247.46 feet), a distance of 274.86 feet to a point that bears East 30.00 feet
from the Southwest corner of Lot 4, Block 161; thence West along the South line
of Blocks 161 and 152, a distance of 279.98 feet to a point that bears East
10.00 feet from the Southwest corner of Block 152; thence North parallel with
the West line of said Blocks 152 and 153, a distance of 450.00 feet to the point
of beginning.





PARCEL
E-I (OVERHEAD BRIDGE)


A
LEASEHOLD INTEREST





In a
50.00 foot wide air space tract as set forth in that certain Air-Rights Lease
dated July 20, 1989, recorded on August 28, 1989, in Book 2232 at Page 464, by
and between the City of Portland, as lessor, and Si-Lloyd Associates Limited
Partnership, as lessee, for an existing elevated vehicular bridge across NE
Halsey Street, the tract being adjacent to Blocks 136 and 203, HOLLADAY'S
ADDITION TO EAST PORTLAND, said tract being situated in the Southwest
one-quarter of Section 26 and the Northwest one-quarter of Section 35, Township
1 North, Range 1 East of the Willamette Meridian, in the City of Portland,
County of Multnomah and State of Oregon, and more particularly described as
follows:





Continued...











LEGAL
DESCRIPTION, Continued...





PARCEL
E-I (OVERHEAD BRIDGE)


A
LEASEHOLD INTEREST, Continued...





Beginning
at a point on the East line of said Block 203 at the North line of NE Halsey
Street as established 40.00 feet from the center line thereof by deed recorded
in Book 1891, Page 374, Deed Records of Multnomah County, said point being North
10.00 feet from the Southeast corner thereof; thence East along said established
North line of NE Halsey Street, a distance of 50.00 feet; thence South a
distance of 80.00 feet to the South line of said established NE Halsey Street;
thence West along the South line a distance of 50.00 feet to a point on the East
line of said Block 136; thence North a distance of 80.00 feet to the point of
beginning.





PARCEL
E-2 (TUNNEL)





A
leasehold interest as set forth in that certain Subsurface Lease dated July 20,
1989, recorded on August 28, 1989, in Book 2232 at Page 494, by and between the
City of Portland, as lessor, and Si-Lloyd Associates Limited Partnership, as
lessee, in the following described property:





A tract
of land situated in the Southwest one-quarter of Section 26, and the Northwest
one-quarter of Section 35, Township 1 North, Range 1 East of the Willamette
Meridian, in the City of Portland, County of Multnomah and State of Oregon, said
tract being a portion of NE Halsey Street as widened to an 80.00 feet width of
deed recorded April 4, 1958, in Book 1891, Page 374, Deed Records of said
Multnomah County, said tract being a part of Blocks 136, 137, 202 and 203 and
the adjacent street thereto as shown on the plat of HOLLADAY'S ADDITION TO EAST
PORTLAND, said tract being more particularly described as follows:




Continued...











LEGAL
DESCRIPTION, Continued...





PARCEL
E-2 (TUNNEL), Continued....





Beginning
at a point that bears East along the center line of said NE Halsey 410.00 feet
from the center line of NE 10th Street, said beginning point being West 80.00
feet and South 30.00 feet from the Southeast corner of said Block 203; thence
North a distance of 40.00 feet to the North line of NE Halsey Street as now
established by said deed; thence East along said line of NE Halsey Street, a
distance of 325.00 feet to a point that bears North 10.00 feet and West 15.00
feet from the Southeast corner of said Block 202; thence South 5E11'40" East a
distance of 55.23 feet to a point thence South 53E14'28" East a
distance of 41.77 feet to a point on the South line of NE Halsey Street as now
established, said point being South 10.00 feet and East 23.46 feet from the
Northeast corner of Block 137; thence West along said South line of NE Halsey
Street, a distance of 363.46 feet to a point that bears South 10.00 feet and
West 80.00 feet from the Northeast corner of said Block 136: thence North a
distance of 40.00 feet to the point of beginning.





PARCEL
E-4 (TUNNEL)





A
leasehold interest as set forth in that certain Subsurface Lease dated July 20,
1989, recorded on August 28, 1989, in Book 2232 at Page 494, by and between the
City of Portland, as lessor, and Si-Lloyd Associates Limited Partnership, as
lessee, in the following described property:





A tract
of land situated in the Southwest one-quarter of Section 26, Township 1 North,
Range 1 East of the Willamette Meridian, in the City of Portland, County of
Multnomah and State of Oregon, said tract being a portion of Block 203, 224 and
225 and the adjoining streets as shown on the plat of HOLLADAY'S ADDITION TO
EAST PORTLAND, and more particularly described as follows:




Continued...








LEGAL
DESCRIPTION, Continued...





PARCEL
E-4 (TUNNEL), Continued...





Beginning
at the Southeast corner of said Block 224 and running thence West along the
South line thereof, a distance of48.11 feet; thence North 64E42'00" West a
distance of 23.40 feet to a point on the North line of NE Weidler Street as
widened by deed to the City of Portland, recorded in Book 1863, Page 141, Deed
Records of said Multnomah County; thence East along said line of NE Weidler
Street, a distance of 236.83 feet; thence South 44E46'30" West, a
distance of 14.09 feet to a point on the South line of said Block 225, said
point being East 97.64 feet from the Southwest corner thereof; thence West along
said South line of Block 225, a distance of 63.36 feet; thence South 36E53'00" West, a
distance of 87.52 feet to a point on the South line of NE Weidler Street as
widened by said Book 1863, Page 141; thence West along said South line a
distance of 61.14 feet to a point that bears South 10.00 feet and West 19.38
feet from the Northeast corner of said Block 203; thence North 36E53'00'' East a
distance of 87.52 feet to a point that bears East 33.14 feet from the Southeast
corner of said Block 224; thence West a distance of 33.14 feet to the point of
beginning.





PARCEL
E-5 (SKYBRIDGE EASEMENT)





A tract
of land situated in the Northwest one-quarter, Section 35, Township I North,
Range I East of the Willamette Meridian, in the City of Portland, County of
Multnomah and State of Oregon, said tract being an easement for an enclosed
overhead pedestrian bridge between Block 115 and 98, HOLLADAY'S ADDITION TO EAST
PORTLAND, and as contained in the Second Amendment and Restatement of Easement
Agreement recorded October 23, 1990, Book 2355, Page 1856, and more particularly
described as follows:





Commencing
at a point which bears North 20.00 feet and East 10.00 feet from the Southwest
corner of Block 114 of said HOLLADAY'S ADDITION, said point being on the East
line of NE 9th Avenue as widened to an 80.00 foot width by deed recorded in Book
1865, Page 292, Deed Records of Multnomah County; thence North





Continued...











LEGAL
DESCRIPTION, Continued...





PARCEL
E-5 (SKYBRIDGE EASEMENT), Continued...





along the
East line of said NE 9th Avenue 250.50 feet to the point of beginning of the
tract herein to be described; thence West at 90E to said East
line of NE 9th Avenue 80.00 feet to the West line of said NE 9th Avenue; thence
North along said West line 33.00 feet; thence East at 90E to said West
line 80.00 feet to the East line of said NE 9th Avenue; thence South along said
East line 33.00 feet to the point of beginning.





PARCEL
E-6





Together
with those rights and easements constituting rights in real property created
defined and limited by that certain Construction, Operation and Reciprocal
Easement Agreement, dated July 19, 1990, recorded September 5, 1990, Book 2340,
Page 1635, amended December 23, 1993, Book 2806, Page 272, and recorded April
29, 1994, as Recorder's Fee No. 94068247, between Si-Lloyd Associates Limited
Partnership, an Indiana limited partnership and Nordstroms, Inc., a Washington
corporation; and that certain Second Amendment to Construction, Operation and
Reciprocal Easement Agreement, recorded January 6, 2000, Recorder's Fee No.
2000-001863, over the following described property:





A tract
of land situated in the Northwest one-quarter of Section 35, Township 1 North,
Range 1 East of the Willamette Meridian, in the City of Portland, County of
Multnomah and State of Oregon, said tract being a portion of Blocks 114 and 115
of HOLLADAY'S ADDITION TO EAST PORTLAND, and being more particularly described
as follows:





Continued...











LEGAL
DESCRIPTION, Continued...





PARCEL
E-6, Continued...





Commencing
at the Southwest corner of said Block 114, HOLLADAY'S ADDITION; thence North
along the West line of said Block 114 and the West line of a tract dedicated for
street purposes by deed recorded in Book 1865, Page 292, Multnomah County Deed
Records, a distance of 140.00 feet; thence East parallel with the South line of
said Block 114, a distance of 10.00 feet to a point in the East line of said
dedicated tract and the point of beginning of the tract herein to be described;
thence North along the East line of said dedicated tract and parallel with the
West line of said Blocks 114 and 115 a distance of 324.67 feet; thence East
15.67 feet; thence South 15.00 feet; thence East 17.33 feet to a point of curve;
thence along the arc of a 5.17 foot radius curve to the right through a central
angle of 90E00'00'' an are
length of 8.12 feet, said curve is subtended by a chord which bears South
45E00'00''
East 7.31 feet; thence East 116.83 feet; thence South 20.42 feet; thence East
23.25 feet; thence South 251.08 feet; thence South 45E00'00" West 46.67
feet; thence West 145.25 feet to the point of beginning.





PARCEL
E-7





Rights
and benefits of those certain easements created pursuant to that certain
Memorandum of Lease dated August 29, 1990, recorded on September 5, 1990, in
Book 2340 at Page 1384, by and between Si-Lloyd Associates Limited Partnership,
as Lessor, and The May Department Stores Company, as Lessee, for maintenance and
repair of existing footings which support the Southeast deck of the basement
level and a non exclusive irrevocable easement to attach and maintain the
pedestrian bridges from the Southeast parking deck and Southwest parking deck to
the Meier and Frank building.





Continued...











LEGAL
DESCRIPTION, Continued...





PARCEL
E-8





Together
with those rights and easements constituting rights in real property created,
defined and limited by that certain Easement Agreement by and between Glimcher
Lloyd Venture, LLC, a Delaware limited liability company and Sears, Roebuck and
Co., a New York corporation. recorded January 6, 2000 in Recorder's Fee No.
2000-001862, in the Clerk's Office of Multnomah County, State of
Oregon.










SCHEDULE
A-2





Legal
Description


WESTSHORE
PROPERTY




PARCEL
      I:
            (O.R.
      5871-616)





A tract
in the North 1/2 of Section 20, Township 29 South, Range 18 East, Hillsborough
County, Florida, described as follows:





BEGINNING
at the point of intersection of the East boundary of Lot 2, Block 11, TAMPANIA
SUBDIVISION, according to map or plat thereof recorded in Plat Book 8 on Page
71, public records of Hillsborough County, Florida, and the South Limited Access
right-of-way line of State Road No. 400 (Interstate 75) (formerly Interstate 4),
run South 0E
49' 48" West a distance of 281.41 feet to the North right-of-way line of Gray
Street; run thence North 89E 35' 18" West
along said North right-of-way line of Gray Street a distance of 79.85 feet; run
thence South 0E 48' 40" West a
distance of 205.50 feet; run thence South 89E 35' 18" East a
distance of 236.0 feet; run thence North 0E 48' 40" East a
distance of 145.5 feet to the South right-of-way line of Gray Street; run thence
South 89E
35' 18" East a distance of 110.0 feet to a point which is 15.0 feet Westerly of
the Northeast corner of lot 11, Block 8 of HANAN PARK REVISED, UNIT NO. 1
SUBDIVISION, according to map or plat thereof recorded in Plat Book 14 on Page
44, public records of Hillsborough County, Florida; run thence South 44E 23'20" East a
distance of 21.15 feet to a point on the West right-of-way line of West Shore
Boulevard, which point is 15.0 feet Southerly from said Northeast corner of Lot
11, Block 8; run thence South 0E 48' 40" West
along the West right-of-way line of West Shore Boulevard a distance of 153.55
feet; run thence North 89E 11' 12" West a
distance of 633.48 feet; run thence South 15E 03' 48" West a
distance of 65.0 feet; run thence North 89 E 11' 12"
West  a distance of 351.17 feet; run thence North 0E 48' 48" East a
distance of 78.0 feet; run thence North 89E 11' 12" West a
distance of 399.0 feet; run thence South 0E 48' 48" West a
distance of 204.0 feet; run thence North 89E 11' 12" West a
distance of 330.0 feet; run thence South 0E 48' 48" West a
distance of 80.8 feet; run thence North 89E 11' 12" West a
distance of 210.0 feet; run thence South 0E 48' 48" West a
distance of 64.3 feet; run thence South 89E 11' 12" East a
distance of 240.0 feet; run thence North 0E 48' 48" East a
distance of 105.1 feet; run thence South 89E 11' 12" East a
distance of 269.0 feet; run thence North 45E 48' 48" East a
distance of 43.84 feet; run thence South 89E 11' 12" East a
distance of 388.0 feet; run thence North 0E 48' 48" East a
distance of 105.0 feet; run thence South 89E 11' 12" East a
distance of 385.5 feet; run thence North 15E 03' 48" East a
distance of 65.0 feet; run thence South 0E 48' 48" West a
distance of 340.0 feet; run thence South 89E 11' 12" East a
distance of 271.0 feet; run thence North 0E 48' 48" East a
distance of 340.0 feet; run thence South 89E 11' 12" East a
distance of 339.15 feet to a point on the West right-of-way line of West Shore
Boulevard; run thence South 0E 48' 40" West
along said West right-of-way line a distance of 396.45 feet to a point which is
15.0 feet Northerly of the Southeast corner of Lot 1, Block 5 of HANAN PARK,
REVISED UNIT NO. 1 SUBDIVISION; run thence South 34E 22' 22" West a
distance of 18.15 feet to a point on the North right-of-way line of North "B"
Street, which point is 10.0 feet Westerly from said Southeast corner of Lot 1,
Block 5; run thence North 89E 36' 18" West
along said North right-of-way line of North "B" Street a distance of 489.5 feet;
run thence North 0E 48' 40" East a
distance of 45.0 feet; run thence North 89E 36' 18" West a
distance of 40.0 feet; run thence South 0E 48' 40" West a
distance of 45.0 feet; run thence North 89E 36' 18" West
along the North right-of-way line of North "B" Street a distance of 102.25 feet
to the West right-of-way line of Occident Street; run thence South 0E 48' 48" West
along said West right-of-way line of Occident Street a distance of 650.25 feet
to the North right-of-way line of State Road No. 60 (Kennedy Boulevard), run
thence North 89E 36' 18" West
along said North right-of-way line of State Road No. 60 a distance of 664.76
feet; run thence North 0E 51' 42" East
along said right-of-way line a distance of 11.51 feet; run thence Northwesterly
along the transition right-of-way line between said Kennedy Boulevard (State
Road No. 60) and Memorial Highway (continuation of State Road No. 60), which
right-of-way line is a curve to the right (radius - 500.0 feet) an arc distance
of 324.45 feet (chord - 318.78 feet, chord bearing - North 68E 37' 20" West);
run thence North 30E 21' 42" West
along the Northeasterly right-of-way line of Memorial Highway a distance of
703.72 feet to a point on the West right-of-way line of Sherrill Street (now
closed); run thence North 0E 47' 06" East
along said West right-of-way line a distance of 135.19 feet to a point on the
South Limited Access right-of-way line of State Road No. 400; run thence North
58E 24' 30"
East along said South Limited Access right-of-way line a distance of 370.07 feet
to a point of curve, run thence Northeasterly along said South right-of-way line
along a curve to the right (radius - 2,814.79 feet), which curve is subtended by
the following chords: chord - 398.21 feet, chord bearing - North 62E 31' 54" East;
chord - 188.33 feet, chord bearing - North 67E 56' 39" East;
chord - 167.85 feet, chord bearing - North 68E 20' 48" East;
chord - 121.58 feet, chord bearing - North 70E 52' 04" East;
chord - 231.97 feet, chord bearing - North 73E 23' 24" East;
run thence North 73E 23' 17" East
along said right-of-way line a distance of 378.12 feet to the POINT OF
BEGINNING.











LESS AND
EXCEPT therefrom that portion of Lot 2, Block 11, TAMPANIA SUBDIVSION, according
to the plat thereof as recorded in Plat Book 8, Page 71, as conveyed to the City
of Tampa, a municipal corporation of the State of Florida, recorded in Official
Records Book 12010, Page 100, all of the Public Records of Hillsborough County,
Florida, and being more particularly described as follows:





BEGINNINGat the intersection of
the East boundary of said Lot 2, Block 11, and the South limited access
right-of-way line of INTERSTATE HIGHWAY No. 75 (STATE ROAD 400), run thence
along said East boundary of Lot 2, Block 11, S.00°53'50"W., 135.00 feet; thence
N.89°06'10"W., 32.13 feet to a point on a curve; thence Northwesterly, 53.40
feet along the arc of a curve to the left having a radius of 165.50 feet and a
central angle of 18°29'19" (chord bearing N.34°56'44"W., 53.17 feet) to a point
of compound curvature; thence Northwesterly, 32.65 feet along the arc of a curve
to the left having a radius of 90.50 feet and a central angle of 20°40'16"
(chord bearing N.54°31'32"W., 32.47 feet); thence N.00°53'50"E., 45.07 feet to a
point on the aforesaid South limited access right-of-way line of INTERSTATE
HIGHWAY No. 75; thence along said South limited access right-of-way line,
N.73°23'13"E., 94.37 feet to the POINT OF BEGINNING.





AND





TOGETHER
WITH the West 1/2 of Occident Street and the North 1/2 of North B Street
abutting said parcel as vacated by Ordinance #97-67 recorded in O.R. Book 8533,
Page 114 of the Public Records of Hillsborough County, Florida.





TOGETHER
WITH those rights and easements constituting rights in real property created
defined and limited by that certain Operating and Reciprocal Easement Agreement
dated June 9, 1972 and recorded June 14, 1972 in Official Record Book 2495 on
Page 574 of the Public Records of Hillsborough County, Florida, to the extent
not already not already insured under Parcel I, Tract M, Parcel II, Parcel III,
Parcel IV, Parcel V, Parcel VI, Parcel VII, Parcel VIII and Parcel
IX.





TOGETHER
WITH all of insured's right, title and interest in and to the use of the air
space above the following described real property, situate, lying and being in
Hillsborough County, Florida, reserved in those certain deeds recorded June 14,
1972 in Official Record Book 2495 on pages 560 and 564
respectively.





TRACT
      M:
            (O.R.
      5871-616)





A tract
in the North 1/2 of Section 20, Township 29 South, Range 18 East, Hillsborough
County, Florida, described as follows:  From the Northeast corner of
Lot 11, Block 8, of HANAN PARK, REVISED UNIT NO. 1 SUBDIVISION, according to map
or plat thereof recorded in Plat Book 14 on Page 44 of the public records of
Hillsborough County, Florida; run South 0E 48' 40" West
along the West right-of-way line of West Shore Boulevard a distance of 198.55
feet; run thence North 89E 11' 12" West a
distance of 610.15 feet; run thence South 0E 48' 48" West a
distance of 28.5 feet, run thence North 89E 11' 12" West a
distance of 4.0 feet; run thence North 0E 48' 48" East a
distance of 12.72 feet to a POINT OF BEGINNING; from said POINT OF BEGINNING,
run South 15E 03' 48" West a
distance of 48.71 feet; run thence North 89E 11' 12" West a
distance of 374.5 feet; run thence North 0E 48' 48" East a
distance of 30.0 feet; run thence South 89E 11' 12" East, a
distance of 351.17 feet; run thence North 15E 03' 48" East a
distance of 65.0 feet; run thence South 89E 11' 12" East a
distance of 19.32 feet; run thence South 0E 48' 48" West a
distance of 45.78 feet to the POINT OF BEGINNING.





PARCEL
      II:
            (O.R.
      5871-616)





The East
336 feet of the North 132 feet of Block 4 of HANAN PARK SUBDIVISION, REVISED
UNIT NO. 1, according to map or plat thereof as recorded in Plat Book 14 on Page
44 of the public records of Hillsborough County, Florida, LESS that part of the
North 72 feet of the East 129 feet thereof lying within the following metes and
bounds description:











Commence
on the Easterly extension of the Northerly boundary of Lot 9 in Block 1, of
HANAN PARK REVISED UNIT NO. 1, in Section 20, Township 29 South, Range 18 East,
according to map or plat thereof as recorded in Plat Book 14 on Page 44, of the
public records of Hillsborough County, Florida at a point 411.27 feet South
89E 50' 31"
East of the Northwest corner of said Lot 9; run thence North 0E 37' 29" East
344.43 feet; thence South 89E 46' 29" West
50.01 feet to a POINT OF BEGINNING; continue thence South 89E 46' 29" West 10
feet; thence South 33E 10' 33" East
17.90 feet' thence North 0E 37' 29" East 15
feet to the POINT OF BEGINNING.





TOGETHER
WITH the South 1/2 of North B Street lying North of and adjacent to the East 336
feet of the North 132 feet of said Block 4 as vacated by Ordinance #97-67
recorded in O.R. Book 8533, Page 114 of the Public Records of Hillsborough
County, Florida.




PARCEL
      III:
            (O.R.
      5871-616)





Lots 12
through 15 inclusive in Block 8 of HANAN PARK REVISED, UNIT NO. 1, according to
map or plat thereof recorded in Plat Book 14, Page 44, of the Public Records of
Hillsborough County, Florida together with the 16.00 foot wide alleys lying
South of said Lots 12 through 15 and East of said Lot 12 AND that portion of
now closed GRAY STREET, all lying within the following described
parcel:





Commence
at the intersection of the East boundary of Lot 2, Block 11, TAMPANIA
SUBDIVISION according to map or plat thereof recorded in Plat Book 8, PAGE 71,
Public Records of Hillsborough County, Florida and the South right-of-way line
of State Road 400 (Interstate 75), (formerly Interstate 4); thence on the East
boundary of said Lot 2, South 00E 49' 48" West, a
distance of 281.41 feet to the Southeast corner of said Lot 2 and the POINT OF
BEGINNING; thence on the Southerly projection of the East boundary of said Lot
2, South 00E
49' 48" West, a distance of 60.00 feet to the intersection with the North
boundary of Block 8 of said HANAN PARK REVISED, UNIT NO. 1; thence on the North
boundary of said Block 8, South 89E 35' 18" East, a
distance of 156.17 feet to the Northwest corner of Lot 11, Block 8, also being
the East boundary of a 16.00 foot wide alley; thence on said East boundary South
00E 48' 40"
West, a distance of 145.50 feet; thence on the North boundary of Lots 24, 25,
26, 27 and the Easterly projection of the North boundary of Lot 27, Block 8;
North 89E
35' 18" West, a distance of 236.00 feet to the Northwest corner of said Lot 24;
thence on the West boundary of Lot 15, Block 8 and the Southerly extension of
the West boundary thereof, North 00E 48' 40" East, a
distance of 145.50 feet to the Northwest corner of said Lot 15; thence on the
Northerly projection of the West boundary of said Lot 15; North 00E 48' 40" East, a
distance of 60.0 feet to the intersection with the South boundary of aforesaid
Lot 2, Block 11, TAMPANIA SUBDIVISION; thence on said South boundary South
89E35'18"
East, a distance of 79.85 feet to the POINT OF BEGINNING.




PARCEL
      IV:
            (O.R.
      6408-127)





The West
245.75 feet of the North 132.00 feet of Block 4, HANAN PARK REVISED UNIT NO. 1,
according to map or plat thereof as recorded in Plat Book 14, page 44, Public
Records of Hillsborough County, Florida.





TOGETHER
WITH that part of the South 1/2 of vacated North B Street lying North of and
adjacent to the West 245.75 feet of the North 132.00 feet of said Block 4 and
that part of the East 1/2 of Occident Street lying West of and adjacent to the
West 245.75 feet of the North 132.00 feet of Block 4 as vacated by Ordinance No.
97-67 recorded in O.R. Book 8533, Page 114 of the Public Records of Hillsborough
County, Florida.




PARCEL
      V:
            (O.R.
      6408-127)





The South
133 feet of the East 270 feet of Block 4, HANAN PARK REVISED UNIT NO. 1,
according to map or plat thereof as recorded in Plat Book 14, page 44, Public
Records of Hillsborough County, Florida.





TOGETHER
WITH that part of the North 1/2 of vacated North A Street lying South of and
abutting the South 133 feet of the East 270 feet of said Block 4 as vacated by
Ordinance No. 97-67 recorded in O.R. Book 8533, Page 114 of the Public Records
of Hillsborough County, Florida.










PARCEL
      VI:
            (O.R.
      8540-1775)





A tract
in the North 1/2 of Section 20, Township 29 South, Range 18 East, Hillsborough
County, Florida, described as follows:





From the
Northeast corner of Lot 11, Block 8 of HANAN PARK REVISED UNIT NO. 1
SUBDIVISION, according to map or plat thereof as recorded in Plat Book 14, on
page 44, of the Public Records of Hillsborough County, Florida, run S.00E48'40"W., along
the West right-of-way line of West Shore Boulevard, a distance of 168.55 feet;
thence N.89E11'12"W., a
distance of 633.48 feet; run thence S.15E03'48"W., a
distance of 65.00 feet; run thence N.89E11'12"W., a
distance of 351.17 feet; run thence N.00E48'48"E., a
distance of 78.00 feet; run thence N.89E11'12"W., a
distance of 399.00 feet; run thence S.00E48'48"W., a
distance of 204.00 feet; run thence N.89E11'12"W., 38.35
feet to the POINT OF BEGINNING;  run thence S.00E48'48"W., a
distance of 40.00 feet;  run thence N.89E11'12"W., a
distance of 261.65 feet; run thence S.00E48'48"W., a
distance of 105.10 feet; run thence N.89E11'12"W., a
distance of 240.00 feet; run thence N.00E48'48"E., a
distance of 64.30 feet; run thence S.89E11'12"E., a
distance of 210.00 feet; run thence N.00E48'48"E., a
distance of 80.80 feet; run thence S.89E11'12"E., a
distance of 291.65 feet to the POINT OF BEGINNING.





Parcel
      No. VII
            (O.R.
      9333-1800)





A portion
of Lots 7 through 13 inclusive, Block 1, HANAN PARK REVISED UNIT No. 1,
according to map or plat thereof as recorded in Plat Book 14, Page 44, of the
Public Records of Hillsborough County, Florida, together with a portion of Block
4, of said HANAN PARK REVISED UNIT No. 1, together with a portion of Occident
Street, now closed, lying North of John F. Kennedy Boulevard, together with a
portion of North "A: Street, now closed, being more particularly described as
follows:





From the
Northwest corner of Lot 13, Block 1, HANAN PARK REVISED UNIT No. 1, according to
map or plat thereof as recorded in Plat Book 14, Page 44, of the Public Records
of Hillsborough County, Florida, run thence South 00°48'02"West, 100.00 feet
along the West boundary of said Lot 13 to a point on the South boundary of the
North 100 feet of said Lot 13 and the POINT OF BEGINNING: thence North 89°40'58"
West, 29.87 feet along the Westerly extension of the South boundary of the North
100 feet of said Lot 13 to a point on the centerline of said Occident Street
(vacated); thence North 00°51'33" East, 313.39 feet along said centerline to a
point on the Westerly extension of the North boundary of the South 133 feet of
said Block 4; thence South 89°36'18" East, 341.80 feet along said North boundary
and the Westerly extension thereof to a point on the West boundary of the East
270 feet of said Block 4; thence South 00°50'41" West, 173.04 feet along said
West boundary and the Southerly extension thereof to a point on the centerline
of said North "A" Street (vacated); thence South 89°39'37" East, 51.52 feet
along said centerline; thence South 00°46'02" West, 157.39 feet, thence North
89°40'58" West, 215.98 feet; thence North 00°46'02" East, 17.53 feet to a point
on the South boundary of the North 100 feet of said Lots 11, 12 and 13; thence
North 89°40'58" West, 147.75 feet along said South boundary to the POINT OF
BEGINNING.




Parcel
      No. VIII
            (O.R.
      11147-337)





A tract
in the North 1/2 of Section 20, Township 29 South, Range 18 East, Hillsborough
County, Florida, described as follows:





From the
Northeast corner of Lot 11, Block 8 of HANAN PARK REVISED UNIT NO. 1
SUBDIVISION, according to map or plat thereof as recorded in Plat Book 14, on
page 44, of the Public Records of Hillsborough County, Florida, run S.00E48'40"W., along
the West right-of-way line of West Shore Boulevard, a distance of 198.55 feet;
run thence N.89E’11'12"W., a
distance of 339.15 feet to POINT OF BEGINNING; from said POINT OF BEGINNING, run
thence N.89E11'12"W., a
distance of 271.00 feet; run thence S.00E48'48"W., a
distance of 340.00 feet; run thence S.89E11'12"E., a
distance of 271.00 feet; run thence N.00E48'48"E., a
distance of 340.00 feet to the POINT OF BEGINNING.











Parcel
      No. IX:
            (O.R.
      12010-103)





A portion
of Lots 20 and 21, Block 5, of HANAN PARK REVISED UNIT NO. 1, according to the
plat thereof as recorded in Plat Book 14, page 44, of the Public Records of
Hillsborough County, Florida, and that part of North B Street, now vacated per
City of Tampa Ordinance No. 97-67, abutting said Lots 20 and 21 on the South and
being more particularly described as follows:





Commence
at the Southwest corner of said Lot 20, run thence along the South boundary of
said Block 5, S.89°38'18"E., 36.75 feet to the POINT OF BEGINNING; thence
N.00°48'40"E., 45.00 feet; thence S.89°36'18"E., 40.00 feet; thence
S.00°48'40"W., 75.00 feet; thence N.89°36'18"W., 40.00 feet; thence
N.00°48'40"E., 30.00 feet to the POINT OF BEGINNING.




PARCEL X
– Easements:





TOGETHER
WITH those rights and easements constituting rights in real property created
defined and limited by that certain Easement and Restriction Agreement by and
between American Freeholds, a Nevada partnership, and NationsBank, N.A., a
national banking association, dated November 13, 1998, recorded November 16,
1998 in Official Record Book 9333, page 1824, of the Public Records of
Hillsborough County , Florida.




PARCEL XI
– Right of Fist Refusal:




Right of
First Refusal by and between NationsBank, N.A., a national banking association ,
and American Freeholds, a Nevada general partnership, dated November 13, 1998,
recorded November 16, 2998 in Official Record Book 9333, page 1816 , of the
Public Records of Hillsborough County, Florida.










Schedule
B




Third Party
Loans





Lloyd
Center Property:




Loan in
the principal sum of ONE HUNDRED FORTY MILLION AND NO/100 DOLLARS ($140,000,000)
advanced pursuant to that certain Loan Agreement dated as of May 12, 2003, LC
PORTLAND, LLC, and LEHMAN BROTHERS HOLDINGS INC., as evidenced by that certain
PROMISSORY NOTE made as of the 12thday
of May, 2003, by and between LC PORTLAND, LLC, a Delaware limited liability
company, and LEHMAN BROTHERS HOLDINGS INC., doing business as Lehman Capital, a
division of Lehman Brothers Holdings Inc.




The
foregoing has been securitized, and is now held by Bank of America, N.A., as
trustee for the registered holders of Wachovia Bank Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2003-C5.




Westshore
Property:




Loan in
the principal sum of ONE HUNDRED MILLION AND NO/100 DOLLARS ($100,000,000.00)
advanced pursuant to that certain Loan Agreement dated as of August 27, 2003, by
and between GLIMCHER WESTSHORE, LLC, Borrower, and MORGAN STANLEY MORTGAGE
CAPITAL, INC., Lender, as evidenced by that certain PROMISSORY NOTE A1 (“Note
A1”) made as of the 27thday
of August, 2003 in the amount of $66,000,000.00, by and between GLIMCHER
WESTSHORE, LLC, a Delaware limited liability company, Borrower, and MORGAN
STANLEY MORTGAGE CAPITAL, INC., a New York corporation, Lender, and as further
evidenced by that certain PROMISSORY NOTE A2 (“Note A2”) made as of the 27thday
of August, 2003, in the amount of $34,000,000.00, by and between GLIMCHER
WESTSHORE, LLC, a Delaware limited liability company, Borrower, and MORGAN
STANLEY MORTGAGE CAPITAL, INC., a New York corporation, Lender.





The
foregoing has been securitized, and is now held by Wells Fargo Bank, N.A. as
Master Servicer on behalf of Bank of America, N.A. successor by merger to
LaSalle Bank, National Association, not individually, but solely as Trustee for
the Registered Holders of Bear Stearns Commercials Mortgage Securities Inc,
Commercial Mortgage Pass-Through Certificates, Series 2003- TOP 12.











SCHEDULE C




Title
Reports




Lloyd
Center Property:




1. Ticor
Title Insurance Company Preliminary Report dated October 19, 2009, as Order
Number: 3626021871KLB-TTPOR50.




Westshore
Property:




1.
Fidelity National Title Insurance Company Commitment Number NT09-1947, dated
October 16, 2009.











SCHEDULE 2.5




Allocated Asset
Value




Lloyd
Center - $190,000,000




Westshore
– $130,000,000










SCHEDULE
3.1(c)




Consents




1. Lloyd
Center Property: Consent of Wachovia Bank, National Association, as Master
Servicer on behalf of Bank of America, N.A., as trustee for the registered
holders of Wachovia Commercial Mortgage Securities, Inc., Commercial Mortgage
Pass-Through Certificates, Series 2003-C5, to: (i) the transfer of the BREP JV
Interest to Buyer, and (ii) the termination of the existing Management Agreement
between LC Owner and Existing Manager, and the substitution therefore of the
Property Management and Leasing Agreement for the Lloyd Center
Property.





2. Westshore Property: Consent of Wells
Fargo Bank, N.A. as Master Servicer on behalf of Bank of America, N.A. successor
by merger to LaSalle Bank, National Association, not individually, but solely as
Trustee for the Registered Holders of Bear Stearns Commercials Mortgage
Securities Inc, Commercial Mortgage Pass-Through Certificates, Series 2003- TOP
12, to the transfer of the BREP JV Interest to Buyer, and (ii) the termination
of the existing Management Agreement between Westshore Owner and Existing
Manager, and the substitution therefore of the Property Management and Leasing
Agreement for the Westshore Property.











SCHEDULE 3.1(d)




Conflicts




1.   Lloyd Center
Property: Consent of Wachovia Bank, National Association, as Master
Servicer on behalf of Bank of America, N.A., as trustee for the registered
holders of Wachovia Commercial Mortgage Securities, Inc., Commercial Mortgage
Pass-Through Certificates, Series 2003-C5, to the transfer of the BREP JV
Interest to Buyer.





2.   Westshore Property:
Consent of Wells Fargo Bank, N.A. as Master Servicer on behalf of Bank of
America, N.A. successor by merger to LaSalle Bank, National Association, not
individually, but solely as Trustee for the Registered Holders of Bear Stearns
Commercials Mortgage Securities Inc, Commercial Mortgage Pass-Through
Certificates, Series 2003- TOP 12, to the transfer of the BREP JV Interest to
Buyer.











SCHEDULE 3.2(b)




LIST OF ENTITY AGREEMENTS
AND ORGANIZATIONAL DOCUMENTS




Westshore
Plaza Property:





Glimcher
Westshore, LLC, a Delaware limited liability company





Delaware


Certificate
of Formation filed with the Delaware Secretary of State July 15,
2003;


Certificate
of Amendment to Certificate of Formation filed with the Delaware Secretary of
State December 17, 2008;





Florida


Certificate
of Authority to Transact Business filed with the Florida Department of State
July 18, 2003;


Fictitious
Name Registration filed with the Florida Department of State August 29,
2003;


Statement
of Change of Registered Office and Registered Agent filed with the Florida
Department of State on December 23, 2008;





Limited
Liability Company Agreement dated July 15, 2003





Lloyd
Center Property:





LC
Portland, LLC, a Delaware limited liability company





Delaware


Certificate
of Formation filed with the Delaware Secretary of State April 15,
2003;


Certificate
of Amendment to Certificate of Formation filed with the Delaware Secretary of
State December 17, 2008;





Oregon


Certificate
of Authority to Transact Business filed with the Oregon Secretary of State April
18, 2003;


Assumed
Business Name filed with the Oregon Secretary of State July 3,
2003;


Change of
Registered Agent/Address filed with the Oregon Secretary of State on December
30, 2008;





Limited
Liability Company Agreement dated April 16, 2003





GRT
Mall JV LLC:





Delaware


Certificate
of Formation filed with the Delaware Secretary of State October ____,
2009.





Limited
Liability Company Agreement dated October _____, 2009.










SCHEDULE
3.2(h)





Financial
Statements




Lloyd
Center Property:





1.
            9/09
      Trailing 12 month


2.
            9/08
      Comparative GAAP Income Statement


3.
            12/31/08,
      9/30/09 Comparative Balance sheet





Westshore
Property:





1.
            9/09
      Trailing 12 month


2.
            9/08
      Comparative GAAP Income Statement


3.
            12/31/08,
      9/30/09 Comparative Balance sheet











SCHEDULE
3.3(b)(i)




Contracts
































SCHEDULE
3.3(b)(ii)




Contracts with Seller or
affiliates of Seller




Lloyd Center
Property:




Mainstreet
      Maintenance
            8/21/2005
            MONTHLY
            LC
      Portland, LLCOhio
      Retail Security
            8/21/2005
            MONTHLY
            LC
      Portland, LLC





Westshore
Property:




Mainstreet
      Maintenance
            8/21/2005
            MONTHLY
            Glimcher
      Westshore LLCOhio
      Retail Security
            8/21/2005
            MONTHLY
            Glimcher
      Westshore LLC









SCHEDULE
3.3(c)(i)




Leases




To be furnished supplementally to the
Securities and Exchange Commission upon request.











SCHEDULE
3.3(c)(ii)


Tenant Improvements; Tenant
Inducements




To be furnished supplementally to the
Securities and Exchange Commission upon request.










SCHEDULE
3.3(c)(iii)




Lease
Options




NONE










SCHEDULE
3.3(c)(iv)





Lease
Defaults




To be furnished supplementally to the
Securities and Exchange Commission upon request.










SCHEDULE
3.3(c)(v)




Rent
Rolls




To be furnished supplementally to the
Securities and Exchange Commission upon request.










SCHEDULE
3.3(c)(vi)




Rent
Audits




To be furnished supplementally to the
Securities and Exchange Commission upon request.







SCHEDULE
3.3(c)(vii)




Leasing
Costs




To be furnished supplementally to the
Securities and Exchange Commission upon request.










SCHEDULE
3.3(d)




Brokerage Commissions;
Brokerage Agreements




To be furnished supplementally to the
Securities and Exchange Commission upon request.










SCHEDULE
3.3(f)




See
below:


_________________________________________________________________





Collection
Matters:





Lloyd:





None.





Westshore:





None.





Insured
Matters:





Westshore:





1.
Hillsborough Transit Authority Lawsuit: In January 2009, the
Hillsborough Transit Authority (“HTA”) filed a lawsuit against Glimcher
Westshore, LLC, Glimcher Prop., LP, GRT, and Glimcher Prop. Corp. (collectively,
the “Glimcher Defendants”) alleging breach of contract and violations of the
Americans with Disabilities Act ("ADA").  HTA is also seeking a
declaratory judgment as to the rights and duties of HTA and Glimcher Westshore,
LLC under the agreement for the construction and maintenance of the bus
facility.  HTA alleges that the pavement to the facility has not been
properly maintained. HTA did not specifically plead its damages except to state
that such damages are in excess of $15,000. Court ordered mediation was
conducted; however, no settlement was reached.  The current estimate
to repair the pavement is $29,000.





2. Janet
White:  Lawsuit filed by mall visitor hit by car while crossing
crosswalk at the mall.  Plaintiff claims mall was negligent in
maintaining the premises and such action was the proximate cause of her
injuries.  We filed a motion for summary judgment in Sept. 09 and are
awaiting the court's decision.





Lloyd
Center





1. Seona
Baldwin:  Lawsuit filed by mall visitor alleging that she was injured
while walking on the mall premises when she tripped and fell over a hose being
used by a contractor working at the mall.  The claim has been tendered
to the insurance company for the contractor; however, there has been no
response.  Pllaintiff has pled damages in excess of
$22K.  Case is in the discovery stage.





General Litigation
(Uninsured)





Lloyd
Center:





1.  American
Eagle Outfitters: On May 15, 2009, AE Outfitters Retail Co. and AE Retail West,
LLC (collectively, “American Eagle”) filed a lawsuit against Glimcher Realty
Trust and several of its affiliated companies (collectively, “Glimcher”) that
lease retail space to American Eagle including LC Portland, LLC, the owner of
Lloyd Center. Plaintiffs allege that Glimcher breached the lease with American
Eagle at the aforementioned mall by overcharging for certain tenant expenses
specified in the respective lease, including, but not limited to, charges for
common area maintenance ("CAM"). Plaintiffs do not specifically plead their
damages except to state that such damages are in excess of $25,000. The parties
have engaged in extensive settlement negotiations. At this time with respect to
the claims for Lloyd Center, the proposed settlement is to fix CAM at $0.50/foot
less than the 2008 billed rates with a 3% escalation per annum. The proposed
settlement terms remain subject to final documentation. The parties have
voluntary stayed any further activity with respect to the litigation to pursue
settling the dispute.  Trial is tentatively scheduled for November
2010.











Westshore





1.  American
Eagle Outfitters: On May 15, 2009, AE Outfitters Retail Co. and AE Retail West,
LLC (collectively, “American Eagle”) filed a lawsuit against Glimcher Realty
Trust and several affiliated companies (collectively, “Glimcher”) that lease
retail space to American Eagle including Glimcher Westshore, LLC, the owner of
Westshore Plaza. Plaintiffs allege that Glimcher breached the lease with
American Eagle at the aforementioned mall by overcharging for certain tenant
expenses specified in the respective lease, including, but not limited to,
charges for CAM. Plaintiffs do not specifically plead their damages except to
state that such damages are in excess of $25,000. The parties have engaged in
extensive settlement negotiations. At this time with respect to the claims
pertaining to Westshore Plaza, the proposed settlement is to convert American
Eagle to a percentage rent tenant in which they would pay an amount equal to 5%
of sales  for the period of Jan. 2010 through Jan. 2011 with a $75,000
per annum floor. The proposed settlement terms remain subject to final
documentation.





2.   QT
Construction Inc. v. Glimcher Westshore, LLC.   Two contractors
have filed a lawsuit to collect $108,800 in unpaid labor charges involving
ex-tenant T-Shirt Diner.  We have a default collection judgment
against the tenant who has since vacated and counsel has advised is
uncollectable.  We have answered the lawsuit and are currently in
discovery on this matter.










SCHEDULE
3.3(g)




Operating
Agreements





Lloyd Center
Property





1.
            Construction,
      Operation and Reciprocal Easement Agreement, dated July 19, 1990, by and
      between Si-Lloyd Associates Limited Partnership and Nordstrom, Inc.,
      recorded September 5, 1990 in Book 2340, page 1635, Multnomah County
      Recorder’s Office, Portland,
Oregon.





a.
            Partial
      Release of Construction, Operation and Reciprocal Easement Agreement,
      dated October 5, 1993, by and between Si-Lloyd Associates Limited
      Partnership and Nordstrom, Inc., recorded December 23, 1993 in Book 2806,
      Page 272, Multnomah County Recorder’s Office, Portland,
      Oregon.





b.
            Partial
      Release of Construction, Operation and Reciprocal Easement Agreement,
      dated December 20, 1993, by and between Si-Lloyd Associates Limited
      Partnership and Nordstrom, Inc., recorded April 29, 1994 as Instrument No.
      94068247, Multnomah County Recorder’s Office, Portland,
      Oregon.





c.
            First
      Amendment to Construction, Operation and Reciprocal Easement Agreement,
      dated July 6, 1995, by and between Si-Lloyd Associates Limited Partnership
      and Nordstrom, Inc.





d.
            Second
      Amendment to Construction, Operation and Reciprocal Easement Agreement,
      dated March 2, 1999, by and among Glimcher Lloyd Venture, LLC, successor
      in interest to Si-Lloyd Associates Limited Partnership, Nordstrom, Inc.
      and Sears, Roebuck and Co., recorded January 6, 2000, as Instrument No.
      2000-001863, Multnomah County Recorder’s Office, Portland,
      Oregon.





2.
            First
      Supplemental Agreement, dated July 19, 1990, by and between Si-Lloyd
      Associates Limited Partnership and Nordstrom,
  Inc.





a.
            First
      Amendment to First Supplemental Agreement, dated July 25, 2005, by and
      between LC Portland LLC, successor in interest to Si-Lloyd Associates
      Limited Partnership, and Nordstrom,
Inc.





3.
            Separate
      Agreement, dated March 2, 1999, by and between Glimcher Lloyd Venture, LLC
      and Sears, Roebuck and Co.





4.
            Easement
      Agreement, dated March 2, 1999, by and between Glimcher Lloyd Venture, LLC
      and Sears, Roebuck and Co.











SCHEDULE
3.3(g) (cont’d)




Westshore Plaza
Property





1.
            Permanent
      Agreement, dated July 23, 1965, by and between Maas Brothers, Inc. and
      Theodore W. Berenson and Sydney N. Greenberg, Jr., recorded in the Office
      of the Clerk, Circuit Court, Hillsborough County, Florida, at Official
      Records 1483, page 882.





a.
            Amendment
      No. 1 to Permanent Agreement, dated October 21, 1965, by and between Maas
      Brothers, Inc., Theodore W. Berenson and Sydney N. Greeenberg,
      Jr.





2.
            Operating
      and Reciprocal Easement Agreement, dated June 9, 1972, by and among
      Alstores Realty Corporation, Adcor Realty Corporation and Estate of
      Theodore W. Berenson and Syndey N. Greenberg, Jr., recorded June 14, 1972
      in the Official Records of Hillsborough County, Florida at Book 2495, page
      574.





a.
            Letter
      Agreement dated October 21, 1997 by and between American Freeholds and BFC
      Real Estate Company, as amended by a Letter Agreement dated December 3,
      1998 by and between American Freeholds and BFC Real Estate
      Company.





b.
            Second
      Amendment to Operating and Reciprocal Easement Agreement, dated October
      30, 2001, by and between American Freeholds and BFC Real Estate Company,
      recorded as Instrument No. 2001361845, OR Bk 11193, page 0155,
      Hillsborough County Clerk of Courts,
Florida.





c.
            Assignment
      and Assumption Agreement by and between MB I Acquisition Corporation,
      Dillard Department Stores, Inc., and Construction Developers,
      Incorporated, dated August 5, 1991 and recorded August 6, 1991 in Official
      Records Book 6347, page 834, of the Public Records of Hillsborough County,
      Florida.





d.
            Assignment
      and Assumption of Operating Agreement by and between Allied Stores General
      Real Estate Company and BFC Real Estate Company, dated February 4, 1992
      and recorded February 20, 1992 in Official Records Book 6524, page 33, of
      the Public Records of Hillsborough County,
  Florida.





e.
            Assignment
      and Assumption of Operating Agreement by and between Construction
      Developers, Incorporated and Dillard Department Stores, Inc., dated
      February 5, 1996 and recorded February 9, 1996 in Official Records Book
      8042, page 1940, of the Public Records of Hillsborough County,
      Florida.





f.
            Partial
      Assignment and Assumption of Operating Agreement by and between BFC Real
      Estate Company and American Freeholds, dated April 25, 1997
      and










SCHEDULE
3.3(g) (cont’d)




g.
            recorded
      June 11, 1997 in Official Records Book 8598, page 736, of the Public
      Records of Hillsborough County,
Florida.





3.
            Supplemental
      Letter Agreement, dated June 9, 1972, by and between Alstores Realty
      Corporation and Sydney N. Greenberg, Jr. and Estate of Theodore W.
      Berenson.





a.
            Amendment
      to Supplemental Agreement, dated October 30, 2001, by and between BFC Real
      Estate Company, American Freeholds and joined in by Burdines,
      Inc.





b.
            Second
      Amendment to Supplemental Agreement, dated June 21, 2007, by and between
      Glimcher Westshore, LLC, successor in interest to American Freeholds, and
      Macy’s Florida Stores, LLC, successor in interest to BFC Real Estate
      Company.





4.
            Assignment
      and Assumption Agreement of West Shore Plaza
      Construction,  Operation and Reciprocal Easement Agreement,
      dated June 30, 2003, by and between American Freeholds, as assignor, and
      Glimcher Westshore, LLC, as assignee, recorded in Official Record Book
      13047, page 222, of the Public Records of Hillsborough County,
      Florida.










SCHEDULE
3.3(h)




Licenses and
Permits




NONE









SCHEDULE
3.3(k)





Environmental
Reports





November
4th,
2009





LLOYD CENTER
            WESTSHORE PLAZAPhase
      I Environmental Site Assessment dated June 10, 1998 prepared by
      EMG
            Phase
      II Environmental Site Assessment – Former Dollar Rent-A-Car dated June
      1996 prepared by Law Engineering and Environmental Services,
      Inc.Phase
      II Environmental Site Assessment dated July 2, 1998 prepared by
      EMG
            Underground
      Storage Tank Closure Assessment and Initial Remedial Action Summary Report
      (Former Dollar Rent-A-Car) dated June, 1996 prepared by Law Engineering
      and Environmental Services, Inc.Phase
      II Environmental Site Assessment dated September 14, 1998 prepared by
      EMG
            Report
      of Phase II Environmental Site Assessment dated September 1996 prepared by
      Law Engineering and Environmental Services, Inc.Geotechnical
      Engineering Report – Lloyd Center “Block L” Landlord Improvements for
      Dollar Tree and L.A. Fitness dated April 30, 2008 prepared by GeoPacific
      Engineering, Inc. with Exhibit
            Phase
      I Environmental Site Assessment dated 7/23/03 prepared by IVI
      International, Inc.DCI
      Structural Engineers, Seismic Evaluation of the Newberry Building, (Block
      L), dated June 17th,
      2008.
            Property
      Condition Report dated August 26, 2003 prepared by IVI International,
      Inc.DCI
      Structural Engineers, Seismic Evaluation of the Bank Building, (Block K),
      dated June 17th,
      2008.
            Phase
      I Environmental Site Assessment (Steak & Ale Restaurant) dated April
      2, 2009 prepared by Langan Engineering & Environmental
      ServicesDCI
      Structural Engineers, Seismic Fiber Colum Fiber Wrap Sketch SK-1 &
      SK-2, dated 10/27/09, Project Name “Blackstone”.











SCHEDULE
3.3(l)




Insurance









SCHEDULE
3.3(n)




Construction
Disputes




NONE









SCHEDULE
3.3(q)




TPL
DOCUMENTS





Lloyd
Center





1.
            Loan
      Agreement, dated as of May 12, 2003, between LC Portland, LLC, as
      Borrower, and Lehman
      Brothers Holdings Inc., doing business as Lehman capital, a
      division of Lehman Brothers Holdings, Inc., as
  Lender;





2.
            Fee
      and Leasehold Deed of Trust and Security Agreement, dated May 12, 2003,
      from LC Portland,
      LLC, a Delaware limited liability company, as Grantor, to
      Transnation Title Insurance Company, as Trustee for the benefit of Lehman Brothers Holdings
      Inc., doing business as Lehman Capital, a division of Lehman
      Brothers Holdings Inc., as beneficiary, in the original principal amount
      of One Hundred Forty Million and No/100 Dollars ($140,000,000.00),
      recorded May 13, 2003 as Instrument No. 2003-109740, Multnomah County,
      Oregon;





3.
            Assignment
      of Leases and Rents, dated May 12, 2003, from LC Portland, LLC, as
      assignor to Lehman
      Brothers Holdings Inc., doing business as Lehman Capital, a
      division of Lehman Brothers Holdings Inc., as assignee, recorded May 13,
      2003 as Instrument No. 2003-109741, Multnomah County, Oregon;
      and





4.
            Promissory
      Note, dated May 12, 2003, from LC Portland, LLC, a
      Delaware limited liability company, as Borrower, to Lehman Brothers Holdings
      Inc., doing business as Lehman Capital, a division of Lehman
      Brothers Holdings Inc. in the principal amount of One Hundred Forty
      Million and No/100 Dollars
($140,000,000.00).





5.
            Cash
      Management Agreement, dated May 12, 2003, by and among LC Portland, LLC, as
      Borrower, Lehman Brothers
      Holdings, Inc.,doing business as Lehman Capital, a division of
      Lehman Brothers Holdings, Inc., as Lender, Glimcher Properties Limited
      Partnership and Glimcher Development
      Corporation, as Manager.





6.
            Clearing
      Account Agreement, dated May 12, 2003, by and among The Huntington National
      Bank, a national bank, as Clearing Bank, LC Portland, LLC, the
      Borrower, and Lehman
      Brothers Holdings, Inc.,doing business as Lehman Capital, a
      division of Lehman Brothers Holdings, Inc.,
  Lender.





7.
            Environmental
      Indemnity Agreement, dated May 12, 2003, by LC Portland, LLC,Indemnitor, in favor of Lehman Brothers Holdings,
      Inc., doing business as Lehman Capital, a division of Lehman
      Brothers Holdings, Inc.,
Indemnitee.





8.
            Guaranty
      by Glimcher Properties
      Limited Partnership for the benefit of Lehman Brothers Holdings, Inc.,doing business as Lehman Capital, a division of Lehman Brothers
      Holdings Inc.,Lender, dated May
      12, 2003.





Outstanding Principal
Balance:$126,752,866.77 (as of 10/31/09)





Escrow
Balances


taxes:  $3,233,324
(@ $3M payment due in next few weeks)


air
rights:  $19,544


capital/replacement:  $20,000


rollover/tenant
improvement:  $161,585











SCHEDULE
3.3(q) (cont’d)





Westshore
Plaza





1.
            Loan
      Agreement, dated as of August 27, 2003, between Glimcher Westshore, LLC,
      as Borrower, and Morgan
      Stanley Mortgage Capital, Inc.,as
  Lender;





2.
            Mortgage,
      Assignment of Leases and Rents and Security Agreement, dated August 27,
      2003, from Glimcher
      Westshore, LLC, a Delaware limited liability company, as Mortgagor
      to Morgan Stanley
      Mortgage Capital, Inc.,a New York corporation, as Mortgagee, in
      the original principal amount of One Hundred Million and No/100 Dollars
      ($100,000,000.00), recorded September 3, 2003 in Official Records Book
      13047, page 0228, Public Records of Hillsborough County,
      Florida;





3.
            Assignment
      of Leases and Rents, dated as of August 27, 2003, from Glimcher Westshore, LLC,a Delaware limited liability company, as assignor, to Morgan Stanley Mortgage
      Capital, Inc., a New York corporation, as assignee, recorded
      September 3, 2003 in Official Records Book 13047, page 0262, of the Public
      Records of Hillsborough County,
Florida;





4.
            Promissory
      Note A1, dated August 27, 2003, from Glimcher Westshore, LLC,
      a Delaware limited liability company, as Borrower, to Morgan Stanley Mortgage
      Capital, Inc., a New York corporation, as Lender in the principal
      amount of Sixty Six Million and No/100 Dollars ($66,000,000.00);
      and





5.
            Promissory
      Note A2, dated August 27, 2003, from Glimcher Westshore, LLC,
      a Delaware limited liability company, as Borrower, to Morgan Stanley Mortgage
      Capital, Inc., a New York corporation, as Lender in the principal
      amount of Thirty Four Million and No/100 Dollars
      ($34,000,000.00).





6.
            Cash
      Management Agreement, dated August 27, 2003, by and among Glimcher Westshore, LLC,
      as Borrower, Morgan
      Stanley Mortgage Capital, Inc., as Lender, LaSalle Bank National
      Association,as Agent, and Glimcher Properties Limited
      Partnership, as Manager.





7.
            Clearing
      Account Agreement, dated August 27, 2003, by and among The Huntington National
      Bank, a national bank, as Clearing Bank, Glimcher Westshore, LLC,
      the Borrower, and Morgan
      Stanley Mortgage Capital, Inc.,
Lender.





8.
            Environmental
      Indemnity Agreement, dated August 27, 2003, by Glimcher Westshore, LLC,Indemnitor, in favor of Morgan Stanley Mortgage
      Capital, Inc., Indemnitee.





9.
            Guaranty
      by Glimcher Properties
      Limited Partnership for the benefit of Morgan Stanley Mortgage
      Capital, Inc.,Lender, dated
      August 27, 2003.




Outstanding Principal
Balance:$90,420,042.22 (as of 10/31/09)





Escrow
Balances





No
Escrows held









SCHEDULE
3.3(r)




Security
Deposits





To be
furnished supplementally to the Securities and Exchange Commission upon
request.









SCHEDULE
3.3(u)




Trademarks and Domain
Names




1.  Glimcher
is a federally registered trademark.




2.  MOMOTOPIA,
LICENSE TO SHOP, and FASHION FORUM are federally protected service marks, used
in connection with both Properties.




3.  Westshore
Plaza is registered as a fictitious name in Florida.





4.   Westshore
Owner is the owner of the domain
name:  http://www.westshoreplaza.com/





5.  Lloyd
Center is  registered as an assumed name in Oregon.





6.   LC
Owner is the owner of the domain
name:  http://www.lloydcentermall.com/





SCHEDULE
3.4(d)




Pending
Leases




To be
furnished supplementally to the Securities and Exchange Commission upon
request.









SCHEDULE
3.5(b)(i)




Major
Tenants




Lloyd Center
Property:





1.
            Macy’s


2.
            Lloyd
      Mall Cinemas 8


3.
            Lloyd
      Mall Cinemas


4.
            LA
      Fitness


5.
            Barnes
      & Noble


6.
            Safeway




Westshore
Property:





1.
            J.C.
      Penney


2.
            Saks
      Fifth Avenue


3.
            Sears


4.
            AMC
      Theatre









SCHEDULE
3.5(b)(ii)




Designated Major
Tenants




Lloyd Center
Property:





1.
            Lloyd
      Mall Cinemas 8


2.
            Lloyd
      Mall Cinemas


3.
            LA
      Fitness


4.
            Macy’s




Westshore
Property:





1.
            Saks
      Fifth Avenue


2.
            AMC
      Theatre