EXHIBIT 10.27


                    LIMITED PAYMENT AND PERFORMANCE GUARANTY
                    ----------------------------------------

     This Limited Payment and Performance Guaranty is made as of November 30,
2007 by Glimcher Properties Limited Partnership, a Delaware limited partnership
("Guarantor") to and for the benefit of KeyBank National Association,
individually ("KeyBank") and as administrative agent ("Administrative Agent")
for itself and the lenders under the Loan Agreement (as defined below) and their
respective successors and assigns (collectively, the "Lenders").

                                    RECITALS
                                    --------

     A. Kierland Crossing, LLC, a limited liability company organized under the
laws of the State of Delaware ("Borrower"), and Guarantor have requested that
the Lenders make a construction, acquisition and interim loan available to
Borrower in an aggregate principal amount of $220,000,000 (the "Facility").

     B. The Lenders have agreed to make the Facility available to Borrower
pursuant to the terms and conditions set forth in a Construction, Acquisition
and Interim Loan Agreement of even date herewith among Borrower, KeyBank,
individually, and as Administrative Agent, and the Lenders named therein (as
amended, modified or restated from time to time, the "Loan Agreement"). All
capitalized terms used herein and not otherwise defined shall have the meanings
ascribed to such terms in the Loan Agreement.

     C. Borrower has executed and delivered or will execute and deliver to the
Lenders promissory notes in the principal amount of each Lender's Commitment as
evidence of Borrower's indebtedness to each such Lender with respect to the
Facility (the promissory notes described above, together with any amendments or
allonges thereto, or restatements, replacements or renewals thereof, and/or new
promissory notes to new Lenders under the Loan Agreement, are collectively
referred to herein as the "Notes").

     D. Glimcher Properties is the sole equity member of Glimcher Kierland
Crossing, LLC, which is both the manager and a Member of the Borrower. Guarantor
acknowledges that the extension of credit by the Lenders to Borrower pursuant to
the Loan Agreement will benefit Guarantor by enhancing the financial strength of
the Borrower. The execution and delivery of this Guaranty by Guarantor is a
condition precedent to the performance by the Lenders of their obligations under
the Loan Agreement.

                                   AGREEMENTS
                                   ----------

     NOW, THEREFORE, Guarantor, in consideration of the matters described in the
foregoing Recitals, which Recitals are incorporated herein and made a part
hereof, and for other good and valuable consideration, hereby agrees as follows:

     1. Guarantor absolutely, unconditionally, and irrevocably guaranties to
each of the Lenders:

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          (a) the full and prompt payment of the principal of and interest on
     the Notes when due, whether at stated maturity, upon acceleration or
     otherwise, and at all times thereafter, and the prompt payment of all sums
     which may now be or may hereafter become due and owing under the Notes, the
     Loan Agreement, and the other Loan Documents;

          (b) the full, complete and punctual observance, performance, and
     satisfaction of all the obligations, duties, covenants and agreements of
     Borrower under the Loan Agreement with respect to the Phase III Purchase
     Agreement, including without limitation the funding of all proceeds
     required to complete the acquisition of the Phase III Retail Unit by
     Borrower; and

          (c) the payment of all Enforcement Costs (as hereinafter defined in
     Paragraph 7 hereof)

All amounts due, debts, liabilities, and payment obligations described in
subparagraph (a) of this Paragraph 1 are referred to herein as the "Facility
Indebtedness." All obligations described in subparagraph (b) of this Paragraph 1
are referred to herein as the "Phase III Purchase Obligations."

     Notwithstanding the foregoing, Guarantor's aggregate liability remaining
hereunder as of any date with respect to the principal of the Notes as described
in subparagraph (a) of this Paragraph 1 shall in no event exceed the amount
obtained by (A) multiplying the then-current Guaranteed Percentage by Two
Hundred Twenty Million Dollars ($220,000,000.00) and (B) subtracting from the
result all repayments of the principal of the Notes received by Lenders from
Guarantor or from any sources other than the proceeds of any sale, refinancing
or other capital event related to the Project or other revenues generated by or
attributable in any way to the Project (the "Guaranteed Amount"). Such
limitation to the Guaranteed Percentage of the principal of the Notes shall not
apply to interest, fees or any other amounts which comprise the Facility
Indebtedness or to the Enforcement Costs, liability for which shall not be
limited hereunder. The term "Guaranteed Percentage" as used in this Paragraph 1
shall initially be fifty percent (50%), subject to (a) reduction to twenty-five
percent (25%) on the date on which the Pro Forma DSCR, as determined by the
Administrative Agent pursuant to the Loan Agreement, equals or exceeds 1.00 to
1.0, so long as no Event of Default has occurred and is then continuing, (b)
further reduction to ten percent (10%) on the date on which the Actual DSCR, as
determined by the Administrative Agent pursuant to the Loan Agreement, equals or
exceeds 1.25 to 1.0, so long as no Event of Default has occurred and is then
continuing, and (c) subsequent increase (the "Failed Phase III Increase") on May
1, 2012, being the day after the fifty-fourth (54th) full calendar month after
the Agreement Effective Date, by adding twenty percent (20%) to the then-current
Guaranteed Percentage (so that the Guaranteed Percentage will be increased to
70%, if no prior reductions have occurred, or to 45% or 30%, if one or two,
respectively, of the reductions under clauses (a) or (b) of this sentence have
occurred) if on or before April 30, 2012 the Phase III Retail Unit has not been
substantially completed by the Phase III Developer and conveyed to the Borrower
in accordance with the terms of the Phase III Purchase Agreement.
Notwithstanding the foregoing, so long as no Event of Default has occurred and
is then continuing, the Failed Phase III Increase shall not take effect, or if
it does take effect, the Failed Phase III Increase shall be eliminated and
reversed, if (x) Borrower purchases the Phase III Retail Unit after April 31,
2012 and obtains a new Appraisal of the Project demonstrating that the


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Outstanding Loan Amount does not exceed seventy-five percent (75%) of the "as
is" value of the Project as established by an Appraisal at such time or (y)
Borrower repays a sufficient portion of the Outstanding Loan Amount so that the
Outstanding Loan Amount is not more than seventy-five percent (75%) of the
"as-is" value of Phases I and II of the Project as established by an Appraisal
at such time or (z) Borrower delivers to the Administrative Agent additional
collateral for the Facility in the form of an unconditional, irrevocable letter
of credit issued by a bank acceptable to the Administrative Agent in a form
acceptable to the Administrative Agent for an amount sufficient, when added to
such then-current "as-is" appraised value of Phases I and II of the Project, to
cause the Outstanding Loan Amount to be seventy-five percent (75%) or less of
the combined face amount of such letter of credit and such then-current "as-is"
appraised value of Phases I and II of the Project. In no event shall the
Guaranteed Amount be reduced as a result of (i) Borrower's principal payments
with respect to the Facility Indebtedness unless and until the Facility has been
fully disbursed and Phases I and II of the Project have been Substantially
Completed and such principal payments have caused the remaining Outstanding Loan
Amount to be less than the then-current Guaranteed Amount; or (ii)
Administrative Agent's foreclosure or acceptance of a deed in lieu of
foreclosure with respect to any collateral securing the Indebtedness; or (iii)
the payment to Administrative Agent by Guarantor of any amount pursuant to and
under that certain Non-Recourse Exception Guaranty Agreement of even date
herewith made by Guarantor, in favor of Administrative Agent, that certain
Completion and Payment Guaranty of even date herewith made by Guarantor in favor
of Administrative Agent or that certain Environmental Indemnity Agreement of
even date herewith made by Guarantor and Borrower in favor of Administrative
Agent. Guarantor's obligations shall not be affected, impaired, lessened or
released by loans, credits or other financial accommodations now existing or
hereafter advanced by Administrative Agent or any Lender to Borrower in excess
of the Guaranteed Amount.

Administrative Agent's and Lenders' agreement to the foregoing limitation on
Guarantor's liability shall in no way be deemed to limit or restrict
Administrative Agent's right to apply any sums paid by Guarantor to any portion
of the Obligations of Borrower with respect to the Facility.

     2. In the event of any default by Borrower in making payment of the
Facility Indebtedness or, in performance of the Phase III Purchase Obligations,
beyond the expiration of any applicable grace period provided for in the Loan
Agreement, Guarantor agrees, within thirty (30) days after written demand by the
Administrative Agent or the holder of a Note, to pay the Facility Indebtedness,
subject to the limitations set forth in Paragraph 1, and to perform all the
Phase III Purchase Obligations, as may then be or thereafter become due and
owing or to be performed under the terms of the Notes, the Loan Agreement, and
the other Loan Documents.

     3. Guarantor does hereby waive (i) notice of acceptance of this Guaranty by
the Administrative Agent and the Lenders and any and all notices and demands of
every kind which may be required to be given by any statute, rule or law, (ii)
any defense, right of set-off or other claim which Guarantor may have against
Borrower or which Guarantor or Borrower may have against the Administrative
Agent or the Lenders or the holder of a Note, (iii) presentment for payment,
demand for payment (other than as provided for in Paragraph 2 above), notice of
nonpayment (other than as provided for in Paragraph 2 above) or dishonor,
protest and notice of protest, diligence in collection and any and all
formalities which otherwise might be legally required to charge Guarantor with
liability, (iv) any failure by the Administrative Agent and the Lenders to


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inform Guarantor of any facts the Administrative Agent and the Lenders may now
or hereafter know about Borrower, the Facility, or the transactions contemplated
by the Loan Agreement, it being understood and agreed that the Administrative
Agent and the Lenders have no duty so to inform and that Guarantor is fully
responsible for being and remaining informed by Borrower of all circumstances
bearing on the existence or creation, or the risk of nonpayment of the Facility
Indebtedness or the risk of nonperformance of the Phase III Purchase
Obligations, and (v) any and all right to cause a marshalling of assets of
Borrower or any other action by any court or governmental body with respect
thereto, or to cause the Administrative Agent and the Lenders to proceed against
any other security given to a Lender in connection with the Facility
Indebtedness or the Phase III Purchase Obligations. Credit may be granted or
continued from time to time by the Lenders to Borrower without notice to or
authorization from Guarantor, regardless of the financial or other condition of
Borrower at the time of any such grant or continuation. The Administrative Agent
and the Lenders shall have no obligation to disclose or discuss with Guarantor
the Lenders' assessment of the financial condition of Borrower. Guarantor
acknowledges that no representations of any kind whatsoever have been made by
the Administrative Agent and the Lenders to Guarantor. No modification or waiver
of any of the provisions of this Guaranty shall be binding upon the
Administrative Agent and the Lenders except as expressly set forth in a writing
duly signed and delivered on behalf of the Administrative Agent and the Lenders.

     4. Guarantor further agrees that Guarantor's liability as guarantor shall
in no way be impaired by any renewals or extensions which may be made from time
to time, with or without the knowledge or consent of Guarantor of the time for
payment of interest or principal under a Note or by any forbearance or delay in
collecting interest or principal under a Note, or by any waiver by the
Administrative Agent and the Lenders under the Loan Agreement, or any other Loan
Documents, or by the Administrative Agent or the Lenders' failure or election
not to pursue any other remedies they may have against Borrower, or by any
change or modification in a Note, the Loan Agreement, or any other Loan
Documents, or by the acceptance by the Administrative Agent or the Lenders of
any security or any increase, substitution or change therein, or by the release
by the Administrative Agent and the Lenders of any security or any withdrawal
thereof or decrease therein, or by the application of payments received from any
source to the payment of any obligation other than the Facility Indebtedness,
even though a Lender might lawfully have elected to apply such payments to any
part or all of the Facility Indebtedness, it being the intent hereof that
Guarantor shall remain liable as principal for payment of the Facility
Indebtedness and performance of the Phase III Purchase Obligations until all
indebtedness has been paid in full and such Phase III Purchase Obligations have
been fully performed, notwithstanding any act or thing which might otherwise
operate as a legal or equitable discharge of a surety. Guarantor further
understands and agrees that the Administrative Agent and the Lenders may at any
time enter into agreements with Borrower to amend and modify a Note, the Loan
Agreement or any of the other Loan Documents, or any thereof, and may waive or
release any provision or provisions of a Note, the Loan Agreement, or any other
Loan Document and, with reference to such instruments, may make and enter into
any such agreement or agreements as the Administrative Agent, the Lenders and
Borrower may deem proper and desirable, without in any manner impairing this
Guaranty or any of the Administrative Agent and the Lenders' rights hereunder or
any of Guarantor's obligations hereunder.


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     5. This is an absolute, unconditional, complete, present and continuing
guaranty of payment and performance and not of collection. Guarantor agrees that
its obligations hereunder shall be joint and several with any and all other
guarantees given in connection with the Facility from time to time. Guarantor
agrees that this Guaranty may be enforced by the Administrative Agent and the
Lenders without the necessity at any time of resorting to or exhausting any
security or collateral, if any, given in connection herewith or with a Note, the
Loan Agreement, or any of the other Loan Documents or by or resorting to any
other guaranties, and Guarantor hereby waives the right to require the
Administrative Agent and the Lenders to join Borrower in any action brought
hereunder or to commence any action against or obtain any judgment against
Borrower or to pursue any other remedy or enforce any other right. Guarantor
further agrees that nothing contained herein or otherwise shall prevent the
Administrative Agent and the Lenders from pursuing concurrently or successively
all rights and remedies available to them at law and/or in equity or under a
Note, the Loan Agreement or any other Loan Documents, and the exercise of any of
their rights or the completion of any of their remedies shall not constitute a
discharge of any of Guarantor's obligations hereunder, it being the purpose and
intent of Guarantor that the obligations of Guarantor hereunder shall be
primary, absolute, independent and unconditional under any and all circumstances
whatsoever. Neither Guarantor's obligations under this Guaranty nor any remedy
for the enforcement thereof shall be impaired, modified, changed or released in
any manner whatsoever by any impairment, modification, change, release or
limitation of the liability of Borrower under a Note, the Loan Agreement or any
other Loan Document or by reason of Borrower's bankruptcy or by reason of any
creditor or bankruptcy proceeding instituted by or against Borrower. This
Guaranty shall continue to be effective and be deemed to have continued in
existence or be reinstated (as the case may be) if at any time payment of all or
any part of any sum payable pursuant to a Note, the Loan Agreement or any other
Loan Document is rescinded or otherwise required to be returned by the payee
upon the insolvency, bankruptcy, or reorganization of the payor, all as though
such payment to such Lender had not been made, regardless of whether such Lender
contested the order requiring the return of such payment. The obligations of
Guarantor pursuant to the preceding sentence shall survive any termination,
cancellation, or release of this Guaranty.

     6. This Guaranty shall be assignable by a Lender to any assignee of all or
a portion of such Lender's rights under the Loan Documents.

     7. If: (i) this Guaranty, a Note, or any of the Loan Documents are placed
in the hands of an attorney for collection or is collected through any legal
proceeding; (ii) an attorney is retained to represent the Administrative Agent
or any Lender in any bankruptcy, reorganization, receivership, or other
proceedings affecting creditors' rights and involving a claim under this
Guaranty, a Note, the Loan Agreement, or any other Loan Document; (iii) an
attorney is retained to enforce any of the other Loan Documents or to provide
advice or other representation with respect to the Loan Documents in connection
with an enforcement action or potential enforcement action; or (iv) an attorney
is retained to represent the Administrative Agent or any Lender in any other
legal proceedings whatsoever in connection with this Guaranty, a Note, the Loan
Agreement, any of the Loan Documents, or any property securing the Obligations
arising under the Notes, the Loan Agreement and the other Loan Documents (other
than any action or proceeding brought by any Lender or participant against the
Administrative Agent alleging a breach by the Administrative Agent of its duties
under the Loan Documents), then Guarantor shall pay to the Administrative Agent
or such Lender within thirty (30) days after written demand all reasonable
attorney's fees, costs and expenses, including, without limitation, court costs,
filing fees and all other costs and expenses incurred in connection therewith
(all of which are referred to herein as "Enforcement Costs"), in addition to all
other amounts due hereunder.


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     8. The parties hereto intend that each provision in this Guaranty comports
with all applicable local, state and federal laws and judicial decisions.
However, if any provision or provisions, or if any portion of any provision or
provisions, in this Guaranty is found by a court of law to be in violation of
any applicable local, state or federal ordinance, statute, law, administrative
or judicial decision, or public policy, and if such court should declare such
portion, provision or provisions of this Guaranty to be illegal, invalid,
unlawful, void or unenforceable as written, then it is the intent of all parties
hereto that such portion, provision or provisions shall be given force to the
fullest possible extent that they are legal, valid and enforceable, that the
remainder of this Guaranty shall be construed as if such illegal, invalid,
unlawful, void or unenforceable portion, provision or provisions were not
contained therein, and that the rights, obligations and interest of the
Administrative Agent and the Lender or the holder of a Note under the remainder
of this Guaranty shall continue in full force and effect.

     9. Any indebtedness of Borrower to Guarantor now or hereafter existing is
hereby subordinated to the Facility Indebtedness. Guarantor will not seek,
accept, or retain for Guarantor's own account, any payment from Borrower on
account of such subordinated debt at any time when a Default or Event of Default
exists under the Loan Agreement or the Loan Documents, and any such payments to
Guarantor made while any Default or Event of Default then exists under the Loan
Agreement or the Loan Documents on account of such subordinated debt shall be
collected and received by Guarantor in trust for the Lenders and shall be paid
over to the Administrative Agent on behalf of the Lenders on account of the
Facility Indebtedness without impairing or releasing the obligations of
Guarantor hereunder.

     10. Guarantor hereby subordinates to the Facility Indebtedness any and all
claims and rights, including, without limitation, subrogation rights,
contribution rights, reimbursement rights and set-off rights, which Guarantor
may have against Borrower arising from a payment made by Guarantor under this
Guaranty and agree that, until the entire Facility Indebtedness is paid in full,
not to assert or take advantage of any subrogation rights of Guarantor or the
Lenders or any right of Guarantor or the Lenders to proceed against (i) Borrower
for reimbursement, or (ii) any other guarantor or any collateral security or
guaranty or right of offset held by the Lenders for the payment of the Facility
Indebtedness and performance of the Phase III Payment Obligations, nor shall
Guarantor seek or be entitled to seek any contribution or reimbursement from
Borrower or any other guarantor in respect of payments made by Guarantor
hereunder. It is expressly understood that the agreements of Guarantor set forth
above constitute additional and cumulative benefits given to the Lenders for
their security and as an inducement for their extension of credit to Borrower.

     11. Any amounts received by a Lender from any source on account of any
indebtedness may be applied by such Lender toward the payment of such
indebtedness, and in such order of application, as a Lender may from time to
time elect.

     12. Guarantor hereby submits to personal jurisdiction in the State of Ohio
for the enforcement of this Guaranty and waives any and all personal rights to
object to such jurisdiction for the purposes of litigation to enforce this
Guaranty. Guarantor hereby consents to the jurisdiction of the state and federal
courts having jurisdiction in the State of Ohio in any action, suit, or


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proceeding which the Administrative Agent or a Lender may at any time wish to
file in connection with this Guaranty or any related matter. Guarantor hereby
agrees that an action, suit, or proceeding to enforce this Guaranty may be
brought in any state or federal court having jurisdiction in the State of Ohio
and hereby waives any objection which Guarantor may have to the laying of the
venue of any such action, suit, or proceeding in any such court; provided,
however, that the provisions of this Paragraph shall not be deemed to preclude
the Administrative Agent or a Lender from filing any such action, suit, or
proceeding in any other appropriate forum.

     13. All notices and other communications provided to any party hereto under
this Agreement or any other Loan Document shall be in writing or by telex or by
facsimile and addressed or delivered to such party at its address set forth
below or at such other address as may be designated by such party in a notice to
the other parties. Any notice, if mailed and properly addressed with postage
prepaid, shall be deemed given when received; any notice, if transmitted by
facsimile, shall be deemed given when transmitted. Notice may be given as
follows:

         To Guarantor:

                  Glimcher Properties Limited Partnership
                  150 East Gay Street
                  Columbus, OH  43215
                  Attention:  George A. Schmidt
                  Telephone:  614-621-9000
                  Facsimile:  614-621-8863

         To KeyBank as Administrative Agent and as a Lender:

                  KeyBank National Association
                  127 Public Square
                  Cleveland, OH  44114
                  Attention: Kevin P. Murray, Real Estate Capital
                  Phone:  216-689-4660
                  Facsimile:  216-689-4997

         With a copy to:

                  Sonnenschein Nath & Rosenthal, LLP
                  8000 Sears Tower
                  Chicago, IL  60606
                  Attention:  Patrick G. Moran
                  Telephone:  (312) 876-8132
                  Facsimile:  (312) 876-7934

     If to any other Lender, to its address set forth in the Loan Agreement.

     14. This Guaranty shall be binding upon Guarantor, and Guarantor's
permitted successors or assigns, and shall inure to the benefit of the
Administrative Agent and the Lenders' successors and assigns.


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     15. This Guaranty shall be construed and enforced under the internal laws
of the State of Ohio.

     16. GUARANTOR, THE ADMINISTRATIVE AGENT AND THE LENDERS, BY THEIR
ACCEPTANCE HEREOF, EACH HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION
OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHT UNDER THIS GUARANTY OR ANY OTHER
LOAN DOCUMENT OR RELATING THERETO OR ARISING FROM THE LENDING RELATIONSHIP WHICH
IS THE SUBJECT OF THIS GUARANTY AND AGREE THAT ANY SUCH ACTION OR PROCEEDING
SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

                           [Signatures on next page.]


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     IN WITNESS WHEREOF, Guarantor has executed and delivered this Guaranty as
of the date first written above.

                              GLIMCHER PROPERTIES LIMITED PARTNERSHIP,
                              a Delaware limited partnership

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


                                      By:  /s/ George A. Schmidt
                                          --------------------------------------
                                      Name:  George A. Schmidt
                                      Title: Executive Vice President and Chief
                                             Investment Officer


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