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                                                                  EXHIBIT 10.117

                               WTM GLIMCHER, LLC,
                a Delaware limited liability company as assignor
                                                  (Borrower)


                                       to


                        MORGAN STANLEY CREDIT CORPORATION
                       a Delaware corporation, as assignee
                                                  (Lender)

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

                                   ASSIGNMENT
                               OF LEASES AND RENTS

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

                       Dated:           As of May 25, 2006

                       Location:        Weberstown Mall
                                        Stockton, California

                       County: San Joaquin County, California

                       PREPARED BY AND UPON
                       RECORDATION RETURN TO:

                       Cadwalader, Wickersham & Taft LLP
                       One World Financial Center
                       New York, New York 10281
                       Attention:  John M. Zizzo, Esq.

================================================================================

<PAGE>

     THIS ASSIGNMENT OF LEASES AND RENTS (this "Assignment") made as of the 25th
day of May, 2006, by WTM GLIMCHER, LLC, a Delaware limited liability company, as
assignor, having its principal place of business at 150 East Gay Street,
Columbus, Ohio 43215 ("Borrower"), to MORGAN STANLEY CREDIT CORPORATION a
Delaware corporation, as assignee, having an address at 2500 Lake Cook Road,
Riverwoods, Illinois 60015 ("Lender").

                              W I T N E S S E T H:
                              - - - - - - - - - -

     WHEREAS, this Assignment is given in connection with a loan in the
principal sum of SIXTY MILLION AND NO/100 DOLLARS ($60,000,000.00) (the "Loan")
made by Lender to Borrower pursuant to that certain Loan Agreement dated as of
the date hereof (as the same may be amended, restated, replaced, supplemented or
otherwise modified from time to time, the "Loan Agreement") and evidenced by
those certain Promissory Notes dated the date hereof made by Borrower to Lender
(collectively, as the same may be amended, restated, replaced, supplemented or
otherwise modified from time to time, the "Note");

     WHEREAS, the Note is secured by that certain Deed of Trust dated the date
hereof (as the same may be amended, restated, replaced, supplemented or
otherwise modified from time to time, the "Deed of Trust") made by Borrower for
the benefit of Lender; and

     WHEREAS, Borrower desires to further secure the payment of the Debt (as
defined in the Loan Agreement) and the performance of all of its obligations
under the Note, the Loan Agreement and the other Loan Documents.

     NOW THEREFORE, in consideration of the making of the Loan by Lender and the
covenants, agreements, representations and warranties set forth in this
Assignment:

                             ARTICLE 1 - ASSIGNMENT

     SECTION 1.1 PROPERTY ASSIGNED. Borrower hereby absolutely and
unconditionally assigns and grants to Lender the following property, rights,
interests and estates, now owned, or hereafter acquired by Borrower:

     (A) LEASES. All existing and future "leases" and "lease provisions" (as
described in Exhibit B annexed hereto and made a part hereof) affecting the use,
enjoyment, or occupancy of all or any part of that certain lot or piece of land,
more particularly described in Exhibit A annexed hereto and made a part hereof,
or all or any part of the buildings, structures, fixtures, additions,
enlargements, extensions, modifications, repairs, replacements and improvements
now or hereafter located thereon (collectively, the "Property") and the right,
title and interest of Borrower, its successors and assigns, therein and
thereunder.

     (B) OTHER LEASES AND AGREEMENTS. All other leases and other agreements,
whether or not in writing, affecting the use, enjoyment or occupancy of the
Property or any portion thereof now or hereafter made, whether made before or
after the filing by or against Borrower of any petition for relief under 11
U.S.C. ss.101 et seq., as the same may be amended from time to time (the
"Bankruptcy Code") together with any extension, renewal or replacement of the

<PAGE>

same, this Assignment of other present and future leases and present and future
agreements being effective without further or supplemental assignment. The
"leases" and the "lease provisions" described in Subsection 1.1(a) and the
leases and other agreements described in this Subsection 1.1(b) are collectively
referred to as the "Leases".

     (C) RENTS. All "rents" (as described in Exhibit B annexed hereto and made a
part hereof) whether paid or accruing before or after the filing by or against
Borrower of any petition for relief under the Bankruptcy Code (collectively, the
"Rents").

     (D) BANKRUPTCY CLAIMS. All of Borrower's claims and rights (the "Bankruptcy
Claims") to the payment of damages arising from any rejection by a lessee of any
Lease under the Bankruptcy Code.

     (E) LEASE GUARANTIES. All of Borrower's right, title and interest in and
claims under any and all lease guaranties, letters of credit and any other
credit support (individually, a "Lease Guaranty", collectively, the "Lease
Guaranties") given by any guarantor in connection with any of the Leases or
leasing commissions (individually, a "Lease Guarantor", collectively, the "Lease
Guarantors") to Borrower.

     (F) PROCEEDS. All proceeds from the sale or other disposition of the
Leases, the Rents, the Lease Guaranties and the Bankruptcy Claims.

     (G) OTHER. All rights, powers, privileges, options and other benefits of
Borrower as lessor under the Leases and beneficiary under the Lease Guaranties,
including without limitation the immediate and continuing right to make claim
for, receive, collect and receipt for all Rents payable or receivable under the
Leases and all sums payable under the Lease Guaranties or pursuant thereto (and
to apply the same to the payment of the Debt or the Other Obligations), and to
do all other things which Borrower or any lessor is or may become entitled to do
under the Leases or the Lease Guaranties.

     (H) ENTRY. The right, at Lender's option, upon revocation of the license
granted herein, to enter upon the Property in person, by agent or by
court-appointed receiver, to collect the Rents.

     (I) POWER OF ATTORNEY. Borrower's irrevocable power of attorney, coupled
with an interest, to take any and all of the actions set forth in Section 3.1 of
this Assignment and any or all other actions designated by Lender for the proper
management and preservation of the Property.

     (J) OTHER RIGHTS AND AGREEMENTS. Any and all other rights of Borrower in
and to the items set forth in subsections (a) through (i) above, and all
amendments, modifications, replacements, renewals and substitutions thereof.


                                      -3-
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                        ARTICLE 2 - TERMS OF ASSIGNMENT

     SECTION 2.1 PRESENT ASSIGNMENT AND LICENSE BACK. It is intended by Borrower
that this Assignment constitute a present, absolute assignment of the Leases,
Rents, Lease Guaranties and Bankruptcy Claims, and not an assignment for
additional security only. Nevertheless, subject to the terms of this Section 2.1
and the Cash Management Agreement, Lender grants to Borrower a revocable license
to collect, receive, use and enjoy the Rents, as well as other sums due under
the Lease Guaranties. Borrower shall hold the Rents, as well as all sums
received pursuant to any Lease Guaranty, or a portion thereof sufficient to
discharge all current sums due on the Debt, in trust for the benefit of Lender
for use in the payment of such sums.

     SECTION 2.2 NOTICE TO LESSEES. Borrower hereby authorizes and directs the
lessees named in the Leases or any other future lessees or occupants of the
Property and all Lease Guarantors to pay over to Lender or to such other party
as Lender directs all Rents and all sums due under any Lease Guaranties upon
receipt from Lender of written notice to the effect that Lender is then the
holder of this Assignment and that an Event of Default (as defined in the Loan
Agreement) exists, and to continue so to do until otherwise notified by Lender.

     SECTION 2.3 INCORPORATION BY REFERENCE. All representations, warranties,
covenants, conditions and agreements contained in the Loan Agreement and the
other Loan Documents as same may be modified, renewed, substituted or extended
are hereby made a part of this Assignment to the same extent and with the same
force as if fully set forth herein.

                              ARTICLE 3 - REMEDIES

     SECTION 3.1 REMEDIES OF LENDER. Upon the occurrence of an Event of Default,
the license granted to Borrower in Section 2.1 of this Assignment shall
automatically be revoked, and Lender shall immediately be entitled to possession
of all Rents and sums due under any Lease Guaranties, whether or not Lender
enters upon or takes control of the Property. In addition, Lender may, at its
option, without waiving such Event of Default, without regard to the adequacy of
the security for the Debt, either in person or by agent, nominee or attorney,
with or without bringing any action or proceeding, or by a receiver appointed by
a court, dispossess Borrower and its agents and servants from the Property,
without liability for trespass, damages or otherwise and exclude Borrower and
its agents or servants wholly therefrom, and take possession of the Property and
all books, records and accounts relating thereto and have, hold, manage, lease
and operate the Property on such terms and for such period of time as Lender may
deem proper and either with or without taking possession of the Property in its
own name, demand, sue for or otherwise collect and receive all Rents and sums
due under all Lease Guaranties, including those past due and unpaid with full
power to make from time to time all alterations, renovations, repairs or
replacements thereto or thereof as Lender may deem proper and may apply the
Rents and sums received pursuant to any Lease Guaranties to the payment of the
following in such order and proportion as Lender in its sole discretion may
determine, any law, custom or use to the contrary notwithstanding: (a) all
expenses of managing and securing the Property, including, without being limited
thereto, the salaries, fees and wages of a managing agent and such other
employees or agents as Lender may deem necessary or desirable and all expenses
of operating and maintaining the Property, including, without being limited


                                      -4-
<PAGE>

thereto, all taxes, charges, claims, assessments, water charges, sewer rents and
any other liens, and premiums for all insurance which Lender may deem necessary
or desirable, and the cost of all alterations, renovations, repairs or
replacements, and all expenses incident to taking and retaining possession of
the Property; and (b) the Debt, together with all costs and reasonable
attorneys' fees. In addition, upon the occurrence of an Event of Default,
Lender, at its option, may (1) complete any construction on the Property in such
manner and form as Lender deems advisable, (2) exercise all rights and powers of
Borrower, including, without limitation, the right to negotiate, execute,
cancel, enforce or modify Leases, obtain and evict tenants, and demand, sue for,
collect and receive all Rents from the Property and all sums due under any Lease
Guaranties, (3) either require Borrower to pay monthly in advance to Lender, or
any receiver appointed to collect the Rents, the fair and reasonable rental
value for the use and occupancy of such part of the Property as may be in
possession of Borrower or (4) require Borrower to vacate and surrender
possession of the Property to Lender or to such receiver and, in default
thereof, Borrower may be evicted by summary proceedings or otherwise.

     SECTION 3.2 OTHER REMEDIES. Nothing contained in this Assignment and no act
done or omitted by Lender pursuant to the power and rights granted to Lender
hereunder shall be deemed to be a waiver by Lender of its rights and remedies
under the Loan Agreement, the Note, or the other Loan Documents and this
Assignment is made and accepted without prejudice to any of the rights and
remedies possessed by Lender under the terms thereof. The right of Lender to
collect the Debt and to enforce any other security therefor held by it may be
exercised by Lender either prior to, simultaneously with, or subsequent to any
action taken by it hereunder. Borrower hereby absolutely, unconditionally and
irrevocably waives any and all rights to assert any setoff, counterclaim or
crossclaim of any nature whatsoever with respect to the obligations of Borrower
under this Assignment, the Loan Agreement, the Note, the other Loan Documents or
otherwise with respect to the Loan in any action or proceeding brought by Lender
to collect same, or any portion thereof, or to enforce and realize upon the lien
and security interest created by this Assignment, the Loan Agreement, the Note,
or any of the other Loan Documents (provided, however, that the foregoing shall
not be deemed a waiver of Borrower's right to assert any compulsory counterclaim
if such counterclaim is compelled under local law or rule of procedure, nor
shall the foregoing be deemed a waiver of Borrower's right to assert any claim
which would constitute a defense, setoff, counterclaim or crossclaim of any
nature whatsoever against Lender in any separate action or proceeding).

     SECTION 3.3 OTHER SECURITY. Lender may take or release other security for
the payment of the Debt, may release any party primarily or secondarily liable
therefor and may apply any other security held by it to the reduction or
satisfaction of the Debt without prejudice to any of its rights under this
Assignment.

     SECTION 3.4 NON-WAIVER. The exercise by Lender of the option granted it in
Section 3.1 of this Assignment and the collection of the Rents and sums due
under the Lease Guaranties and the application thereof as herein provided shall
not be considered a waiver of any default by Borrower under the Note, the Loan
Agreement, the Leases, this Assignment or the other Loan Documents. The failure
of Lender to insist upon strict performance of any term hereof shall not be
deemed to be a waiver of any term of this Assignment. Borrower shall not be
relieved of Borrower's obligations hereunder by reason of (a) the failure of
Lender to comply with any request of Borrower or any other party to take any


                                      -5-
<PAGE>

action to enforce any of the provisions hereof or of the Loan Agreement, the
Note or the other Loan Documents, (b) the release regardless of consideration,
of the whole or any part of the Property, or (c) any agreement or stipulation by
Lender extending the time of payment or otherwise modifying or supplementing the
terms of this Assignment, the Loan Agreement, the Note, or the other Loan
Documents. Lender may resort for the payment of the Debt to any other security
held by Lender in such order and manner as Lender, in its discretion, may elect.
Lender may take any action to recover the Debt, or any portion thereof, or to
enforce any covenant hereof without prejudice to the right of Lender thereafter
to enforce its rights under this Assignment. The rights of Lender under this
Assignment shall be separate, distinct and cumulative and none shall be given
effect to the exclusion of the others. No act of Lender shall be construed as an
election to proceed under any one provision herein to the exclusion of any other
provision.

     SECTION 3.5 BANKRUPTCY. (a) Upon or at any time after the occurrence of an
Event of Default, Lender shall have the right to proceed in its own name or in
the name of Borrower in respect of any claim, suit, action or proceeding
relating to the rejection of any Lease, including, without limitation, the right
to file and prosecute, to the exclusion of Borrower, any proofs of claim,
complaints, motions, applications, notices and other documents, in any case in
respect of the lessee under such Lease under the Bankruptcy Code.

     (b) If there shall be filed by or against Borrower a petition under the
Bankruptcy Code, and Borrower, as lessor under any Lease, shall determine to
reject such Lease pursuant to Section 365(a) of the Bankruptcy Code, then
Borrower shall give Lender not less than ten (10) days' prior notice of the date
on which Borrower shall apply to the bankruptcy court for authority to reject
the Lease. Lender shall have the right, but not the obligation, to serve upon
Borrower within such ten-day period a notice stating that (i) Lender demands
that Borrower assume and assign the Lease to Lender pursuant to Section 365 of
the Bankruptcy Code and (ii) Lender covenants to cure or provide adequate
assurance of future performance under the Lease. If Lender serves upon Borrower
the notice described in the preceding sentence, Borrower shall not seek to
reject the Lease and shall comply with the demand provided for in clause (i) of
the preceding sentence within thirty (30) days after the notice shall have been
given, subject to the performance by Lender of the covenant provided for in
clause (ii) of the preceding sentence.

                  ARTICLE 4 - NO LIABILITY, FURTHER ASSURANCES

     SECTION 4.1 NO LIABILITY OF LENDER. This Assignment shall not be construed
to bind Lender to the performance of any of the covenants, conditions or
provisions contained in any Lease or Lease Guaranty or otherwise impose any
obligation upon Lender. Lender shall not be liable for any loss sustained by
Borrower resulting from Lender's failure to let the Property after an Event of
Default or from any other act or omission of Lender in managing the Property
after an Event of Default unless such loss is caused by the willful misconduct
or bad faith of Lender. Lender shall not be obligated to perform or discharge
any obligation, duty or liability under the Leases or any Lease Guaranties or
under or by reason of this Assignment and Borrower shall indemnify Lender for,
and hold Lender harmless from, any and all liability, loss or damage which may
or might be incurred under the Leases, any Lease Guaranties or under or by
reason of this Assignment and from any and all claims and demands whatsoever,
including the defense of any such claims or demands which may be asserted
against Lender by reason of any alleged obligations and undertakings on its part


                                      -6-
<PAGE>

to perform or discharge any of the terms, covenants or agreements contained in
the Leases or any Lease Guaranties. Should Lender incur any such liability, the
amount thereof, including costs, expenses and reasonable attorneys' fees, shall
be secured by this Assignment and by the Deed of Trust and the other Loan
Documents and Borrower shall reimburse Lender therefor immediately upon demand
and upon the failure of Borrower so to do Lender may, at its option, declare all
sums secured by this Assignment and by the Deed of Trust and the other Loan
Documents immediately due and payable. This Assignment shall not operate to
place any obligation or liability for the control, care, management or repair of
the Property upon Lender, nor for the carrying out of any of the terms and
conditions of the Leases or any Lease Guaranties; nor shall it operate to make
Lender responsible or liable for any waste committed on the Property by the
tenants or any other parties, or for any dangerous or defective condition of the
Property including, without limitation, the presence of any Hazardous Substances
(as defined in the Deed of Trust), or for any negligence in the management,
upkeep, repair or control of the Property resulting in loss or injury or death
to any tenant, licensee, employee or stranger.

     SECTION 4.2 NO MORTGAGEE IN POSSESSION. Nothing herein contained shall be
construed as constituting Lender a "mortgagee in possession" in the absence of
the taking of actual possession of the Property by Lender. In the exercise of
the powers herein granted Lender, no liability shall be asserted or enforced
against Lender, all such liability being expressly waived and released by
Borrower.

     SECTION 4.3 FURTHER ASSURANCES. Borrower will, at the cost of Borrower, and
without expense to Lender, do, execute, acknowledge and deliver all and every
such further acts, conveyances, assignments, notices of assignments, transfers
and assurances as Lender shall, from time to time, require for the better
assuring, conveying, assigning, transferring and confirming unto Lender the
property and rights hereby assigned or intended now or hereafter so to be, or
which Borrower may be or may hereafter become bound to convey or assign to
Lender, or for carrying out the intention or facilitating the performance of the
terms of this Assignment or for filing, registering or recording this Assignment
and, on demand, will execute and deliver and hereby authorizes Lender to execute
in the name of Borrower to the extent Lender may lawfully do so, one or more
financing statements, chattel mortgages or comparable security instruments, to
evidence more effectively the lien and security interest hereof in and upon the
Leases.

                      ARTICLE 5 - MISCELLANEOUS PROVISIONS

     SECTION 5.1 CONFLICT OF TERMS. In case of any conflict between the terms of
this Assignment and the terms of the Loan Agreement, the terms of the Loan
Agreement shall prevail.

     SECTION 5.2 NO ORAL CHANGE. This Assignment and any provisions hereof may
not be modified, amended, waived, extended, changed, discharged or terminated
orally, or by any act or failure to act on the part of Borrower or Lender, but
only by an agreement in writing signed by the party against whom the enforcement
of any modification, amendment, waiver, extension, change, discharge or
termination is sought.


                                      -7-
<PAGE>

     SECTION 5.3 GENERAL DEFINITIONS. All capitalized terms not defined herein
shall have the respective meanings set forth in the Loan Agreement. Unless the
context clearly indicates a contrary intent or unless otherwise specifically
provided herein, words used in this Assignment may be used interchangeably in
singular or plural form and the word "Borrower" shall mean "each Borrower and
any subsequent owner or owners of the Property or any part thereof or interest
therein," the word "Lender" shall mean "Lender and any subsequent holder of the
Note, the word "Note" shall mean "the Note and any other evidence of
indebtedness secured by the Loan Agreement," the word "Property" shall include
any portion of the Property and any interest therein, the phrases "attorneys'
fees", "legal fees" and "counsel fees" shall include any and all attorney's,
paralegal and law clerk fees and disbursements, including, but not limited to,
fees and disbursements at the pre-trial, trial and appellate levels incurred or
paid by Lender in protecting its interest in the Property, the Leases and the
Rents and enforcing its rights hereunder; whenever the context may require, any
pronouns used herein shall include the corresponding masculine, feminine or
neuter forms, and the singular form of nouns and pronouns shall include the
plural and vice versa.

     SECTION 5.4 INAPPLICABLE PROVISIONS. If any term, covenant or condition of
this Assignment is held to be invalid, illegal or unenforceable in any respect,
this Assignment shall be construed without such provision.

     SECTION 5.5 GOVERNING LAW. (A) THIS ASSIGNMENT WAS NEGOTIATED IN THE STATE
OF NEW YORK, AND MADE BY BORROWER AND ACCEPTED BY LENDER IN THE STATE OF NEW
YORK, AND THE PROCEEDS OF THE NOTE WERE DISBURSED FROM THE STATE OF NEW YORK,
WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND
TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING,
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION,
VALIDITY AND PERFORMANCE, THIS ASSIGNMENT AND THE OBLIGATIONS ARISING HEREUNDER
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT
REGARD TO PRINCIPLES OF CONFLICT OF LAWS) AND ANY APPLICABLE LAW OF THE UNITED
STATES OF AMERICA, EXCEPT THAT AT ALL TIMES (I) THE PROVISIONS FOR THE CREATION,
PERFECTION, PRIORITY AND ENFORCEMENT OF THE LIENS AND SECURITY INTERESTS CREATED
PURSUANT HERETO AND PURSUANT TO THE OTHER LOAN DOCUMENTS WITH RESPECT TO THE
PROPERTY (OTHER THAN THAT DESCRIBED IN SUBPARAGRAPH II BELOW) SHALL BE GOVERNED
BY AND CONSTRUED ACCORDING TO THE LAW OF THE STATE IN WHICH THE PROPERTY AND
FIXTURES ARE LOCATED AND (II) WITH RESPECT TO THE PERFECTION, PRIORITY AND
ENFORCEMENT OF THE LIENS AND SECURITY INTERESTS CREATED BY THIS ASSIGNMENT AND
THE OTHER LOAN DOCUMENTS IN PROPERTY WHOSE PERFECTION AND PRIORITY IS COVERED BY
ARTICLE 9 OF THE UCC (INCLUDING, WITHOUT LIMITATION, THE ACCOUNTS), THE LAW OF
THE JURISDICTION APPLICABLE IN ACCORDANCE WITH SECTIONS 9-301 THROUGH 9-307 OF
THE UCC AS IN EFFECT IN THE STATE OF NEW YORK SHALL GOVERN. TO THE FULLEST


                                      -8-
<PAGE>

EXTENT PERMITTED BY LAW, BORROWER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES
ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS
ASSIGNMENT AND THE NOTE, AND THIS ASSIGNMENT AND THE NOTE SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO
SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW EXCEPT AS SPECIFICALLY
SET FORTH ABOVE.

     (B) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR BORROWER ARISING
OUT OF OR RELATING TO THIS ASSIGNMENT MAY AT LENDER'S OPTION BE INSTITUTED IN
ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT
TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND BORROWER WAIVES
ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM
NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND BORROWER HEREBY
IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR
PROCEEDING. BORROWER DOES HEREBY DESIGNATE AND APPOINT

                  CORPORATION SERVICE COMPANY
                  1177 AVENUE OF THE AMERICAS
                  17TH FLOOR
                  NEW YORK, NEW YORK  10036

AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY
AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN
ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF
PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE
MAILED OR DELIVERED TO BORROWER IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN
EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON BORROWER IN ANY SUCH SUIT,
ACTION OR PROCEEDING IN THE STATE OF NEW YORK. BORROWER (I) SHALL GIVE PROMPT
NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II)
MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT
WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE
DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL
PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN
OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.

     SECTION 5.6 TERMINATION OF ASSIGNMENT. Upon payment in full of the Debt,
this Assignment shall become and be void and of no effect.


                                      -9-
<PAGE>

     SECTION 5.7 NOTICES. All notices or other written communications hereunder
shall be delivered in accordance with Section 11.6 of the Loan Agreement.

     SECTION 5.8 WAIVER OF TRIAL BY JURY. BORROWER HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR
INDIRECTLY TO THE LOAN EVIDENCED BY THE NOTE, THE APPLICATION FOR THE LOAN
EVIDENCED BY THE NOTE, THIS ASSIGNMENT OR THE OTHER LOAN DOCUMENTS OR ANY ACTS
OR OMISSIONS OF LENDER, ITS OFFICERS, EMPLOYEES, DIRECTORS OR AGENTS IN
CONNECTION THEREWITH.

     SECTION 5.9 EXCULPATION. The provisions of Section 11.22 of the Loan
Agreement are hereby incorporated by reference into this Assignment to the same
extent and with the same force as if fully set forth herein.

     SECTION 5.10 SUCCESSORS AND ASSIGNS. This Assignment shall be binding upon
and inure to the benefit of Borrower and Lender and their respective successors
and assigns forever.

     SECTION 5.11 HEADINGS, ETC. The headings and captions of various paragraphs
of this Assignment are for convenience of reference only and are not to be
construed as defining or limiting, in any way, the scope or intent of the
provisions hereof.

                         [NO FURTHER TEXT ON THIS PAGE]


                                      -10-
<PAGE>

     IN WITNESS WHEREOF, Borrower has executed this Assignment the day and year
first above written.


                            BORROWER:


                            WTM Glimcher, LLC, a Delaware limited
                            liability company

                            By:  Weberstown Mall, LLC, a Delaware limited
                                 liability company, as sole member

                                 By:  Glimcher Weberstown, Inc, a Delaware
                                      corporation, as managing member


                                      By: /s/ George A. Schmidt
                                          ---------------------------------
                                          Name:   George A. Schmidt
                                          Title:  Executive Vice President


<PAGE>

                                 ACKNOWLEDGMENT


STATE OF ___________       )
                           )   ss.:
COUNTY OF __________       )


     On May 24, 2006, before me, __________________, a notary public for said
state, personally appeared _____________, personally known to me (or proved to
me on the basis of satisfactory evidence) to be the person whose name is
subscribed to the within instrument and acknowledged to me that he executed the
same as the _____________ of ______________________, a _________________, in his
authorized capacity on behalf of said _______________________ and that by his
signature on the instrument the person, or the entity upon behalf of which the
person acted, executed the instrument.


     Witness my hand and official seal.



                                                  ------------------------------
                                                  Notary:

<PAGE>

                                    EXHIBIT A

                          LEGAL DESCRIPTION OF PROPERTY


PARCEL 1A - Fee Simple:

All those certain parcels of land situate in the City of Stockton, County of San
Joaquin, State of California, and described as follows:

A portion of Sections 4 and 5, of C.M. WEBER'S GRANT, EL RANCHO DEL CAMPO DE LOS
FRANCESES, in the City of Stockton, more particularly described as follows:

COMMENCING at the Northwest corner of the C.M. WEBER PROPERTY, as shown upon Map
of Survey, filed for record in Book 10 of Surveys, Page 55, San Joaquin County
Records; thence South 17 degrees 46 minutes East, 42.00 feet along the West line
of said C.M. WEBER property to a point on the South line of Yokuts Avenue
extended, as described in Deed to the City of Stockton, recorded in Book 2247
Official Records, Page 524, San Joaquin County Records, said point being the
True Point of Beginning; thence North 72 degrees 50 minutes East, 1307.79 feet
along said South line of Yokuts Avenue to the Westerly termination of the 20
foot radius round corner curve situate at the Northerly end of the Westerly
boundary of Claremont Avenue as shown on the Map of Weberstown Community Center,
filed for record in Vol. 16 of Maps and Plats, Page 50, San Joaquin County
Records; thence along said Westerly boundary of Claremont Avenue and the
Southerly continuation of said Westerly boundary as described in Book 1988 of
Official Records, Page 576, San Joaquin County Records, the following seven (7)
courses:

(1) along the arc of a curve to the right having a radius of 20 feet, a central
angle of 91 degrees 57 minutes 54 seconds, an arc length of 32.10 feet, and a
chord bearing South 61 degrees 11 minutes 03 seconds East, 28.77 feet; (2) along
the arc of a curve to the right having a radius of 370 feet, a central angle of
22 degrees 55 minutes 16 seconds, an arc length of 148.02 feet, and a chord
bearing South 03 degrees 44 minutes 28 seconds East, 147.03 feet; (3) along the
arc of a curve to the left having a radius of 430 feet, a central angle of 25
degrees 29 minutes 10 seconds, an arc length of 191.27 feet, and a chord bearing
South 05 degrees 01 minute 24 seconds East, 189.70 feet, (4) South 17 degrees 46
minutes East, 753.92 feet, (5) along the arc of a curve to the left having a
radius of 460 feet, a central angle of 16 degrees 45 minutes, an arc length of
134.48 feet, and a chord bearing South 26 degrees 08 minutes 03 seconds East,
134.00 feet; (6) along the arc of a curve to the right having a radius of 20
feet, a central angle of 82 degrees 49 minutes, an arc length of 28.91 feet, and
a chord bearing South 06 degrees 53 minutes 30 seconds West, 26.46 feet; and (7)
South 48 degrees 18 minutes West, 3.76 feet to the most Northerly corner of the
50 foot wide roadway easement to the City of Stockton, recorded in Book 2678 of
Official Records, Page 544, San Joaquin County Records; thence along the
Northerly boundary of said 50 foot wide roadway easement the following three (3)
courses: (1) along the arc of a curve to the left having a radius of 253.92
feet, a central angle of 30 degrees 00 minutes, an arc length of 132.95 feet,
and a chord bearing South 33 degrees 18 minutes West, 131.44 feet; (2) along the
arc of a curve to the right having a radius of 193.92 feet, a central angle of
30 degrees 00 minutes, an arc length of 101.54 feet, and a chord bearing South

<PAGE>

33 degrees 18 minutes West 100.38 feet; and (3) South 48 degrees 18 minutes
West, 203.20 feet; thence South 17 degrees 46 minutes East, 109.41 feet to the
Northwesterly boundary of the 100 foot wide East Bay Municipal Utility District
right of way as described in the Deed recorded in Book 248 of Official Records,
Page 461, San Joaquin County Records; thence South 48 degrees 18 minutes West,
972.63 feet along said Northwesterly boundary to said West line of the C.M.
WEBER property; thence North 17 degrees 46 minutes West, 2006.41 feet along said
West line to the True Point of Beginning;

EXCEPT THEREFROM Parcels 3 and 4, shown upon that certain Parcel Map dated
October 31, 1996 and filed for record December 20, 1996, in Book 20 of Parcel
Maps, at Page 151, of the San Joaquin County Records.

PARCEL lB - Fee Simple:

All that certain piece or parcel of land situated, lying and being in portion of
Sections

4 and 5 of C.M. WEBERS GRANT, EL RANCHO DEL CAMPO DE LOS FRANCESES, in the City
of Stockton, more particularly described as follows:

COMMENCING at the intersection of the West line of Claremont Avenue (a 60 foot
wide street) with the North line of the East Bay Municipal Utility District
right of way; thence South 48 degrees 18' West along said North right of way
line a distance of 240.16 feet; thence North 41 degrees 42' West, a distance of
100.00 feet to the point of beginning, said point being on the North line of
March Lane (a 100 foot wide street, formerly known as Camanche Lane); thence
along a curve to the left having a radius of 193.92 feet, a central angle of 30
degrees, an arc distance of 101.54 feet, the long chord of which bears North 33
degrees 18' East, a distance of 100.38 feet; thence along a curve to the right
having a radius of 253.92 feet, a central angle of 30 degrees, an arc distance
of 132.95 feet, the long chord of which bears North 33 degrees 18' East, a
distance of 131.44 feet; thence along a curve to the left having a radius of 20
feet, a central angle of 82 degrees 49', an arc distance of 28.91 feet, the long
chord of which bears North 6 degrees 53' 30" East, a distance of 26.46 feet to
the West line of Claremont Avenue; thence along said West line of Claremont
Avenue along a curve to the left having a radius of 460 feet, a central angle of
7 degrees 10' 52", an arc distance of 57.65 feet, the long chord of which bears
South 38 degrees 06' 26" East, a distance of 57.62 feet; thence along a curve to
the right having a radius of 20 feet, a central angle of 89 degrees 59' 52", an
arc distance of 31.42 feet, the long chord of which bears South 3 degrees 18'
04" West, a distance of 28.28 feet to the North line of March Lane; thence South
48 degrees 18' West along said North line a distance of 220.16 feet to the
hereinbefore mentioned point of beginning.

PARCEL 2A - Fee Simple:

A portion of Sections 4, and 5 of C.M. WEBER'S GRANT, EL RANCHO DEL CAMPO DE LOS
FRANCESES, in the City of Stockton, more particularly described as follows:

Parcel 4, as shown on that certain Parcel Map filed for record December 20, 1996
in Book 20 of Parcel Maps, Page 151, San Joaquin County Records.

<PAGE>

PARCEL 2B - Easements:

Together with those rights and a non-exclusive easement for the operation and
maintenance of a sign, said easement being more particularly described as
follows:

Commencing at the northwesterly corner of Parcel 3 as shown in Parcel Map filed
for record in Book 20 of Parcel Maps, at Page 151, San Joaquin County Records,
thence South 17(degree) 45' 35" East 282.15 feet along the westerly line of said
Parcel 3 to the TRUE POINT OF BEGINNING; thence North 73(degree) 08' 29" East
41.78 feet; thence South 16(degree) 51' 31" East 19.00 feet; thence South
73(degree) 08' 29" West 41.48 feet to said westerly line; thence North
17(degree) 45' 35" West 19.00 feet along said westerly line to the point of
beginning.

PARCEL 3- Easements:

Together with those rights and all non-exclusive easements constituting rights
in real property created, defined and limited by that certain Declaration of
Establishment of Restrictions and Covenants Affecting Land, dated April 2, 1963
and recorded May 16, 1963 in Book 2690, Page 540, as amended by various
amendments as provided and recited in Sixth Amendment to Declaration of
Establishment of Restrictions and Covenants Affecting Land, dated February 3,
1997 and recorded March 6, 1997 as Document No. 97023582, and as further amended
by Supplemental Agreement, dated February 3, 1997 by and between Weberstown
Shopping Center and Center Properties as Developers and Condev West, Inc., a
Memorandum of which was recorded March 6, 1997 as Document No. 97023581, all of
Official Records of San Joaquin County, California.

<PAGE>

                                    EXHIBIT B

                         DESCRIPTION OF LEASES AND RENTS

     As used in Subsection 1.1(a), the term "leases" shall mean all leases,
subleases, licenses, franchises, concessions or grants of other possessory
interests, tenancies, and any other agreements affecting the use, possession or
occupancy of the Property or any part thereof (including, without limitation,
guest rooms, restaurants, bars, conference and meeting rooms, and banquet halls
and other public facilities), whether now or hereafter existing or entered into
(including, without limitation, any use or occupancy arrangements created
pursuant to Section 365(d) of the Bankruptcy Code or otherwise in connection
with the commencement or continuance of any bankruptcy, reorganization,
arrangement, insolvency, dissolution, receivership or similar proceedings, or
any assignment for the benefit of creditors, in respect of any tenant or
occupant of any portion of the Property) and all amendments, modifications,
supplements, extensions or renewals thereof, whether now or hereafter existing
and all amendments, modifications, supplements, extensions or renewals thereof.
As used in Subsection 1.1(a) the term "lease provisions" shall mean the right to
enforce, whether at law or in equity or by any other means, all terms, covenants
and provisions of the Leases.

     As used in Subsection 1.1(c), the term "rents" shall mean all rents,
issues, profits, royalties (including all oil and gas or other hydrocarbon
substances), earnings, receipts, revenues, accounts, account receivable,
security deposits and other deposits (subject to the prior right of the tenants
making such deposits) and income, including, without limitation, fixed,
additional and percentage rents, and all operating expense reimbursements,
reimbursements for increases in taxes, sums paid by tenants to Borrower to
reimburse Borrower for amounts originally paid or to be paid by Borrower or
Borrower's agents or affiliates for which such tenants were liable, as, or
example, tenant improvements costs in excess of any work letter, lease takeover
costs, moving expenses and tax and operating expense pass-throughs for which a
tenant is solely liable, parking, maintenance, common area, tax, insurance,
utility and service charges and contributions, proceeds of sale of electricity,
gas, heating, air-conditioning and other utilities and services, deficiency
rents and liquidated damages, and other benefits now or hereafter derived from
any portion of the Property or otherwise due and payable or to become due and
payable as a result of any ownership, use, possession, occupancy or operation
thereof and/or services rendered, goods provided and business conducted in
connection therewith (including any payments received pursuant to Section 502(b)
of the Bankruptcy Code or otherwise in arrangement, insolvency, dissolution,
receivership or similar proceedings, or any assignment for the benefit of
creditors, in respect of any tenant or other occupants of any portion of the
Property and all claims as a creditor in connection with any of the foregoing)
and all cash or security deposits, advance rentals, and all deposits or payments
of a similar nature relating thereto, now or hereafter, including during any
period of redemption, derived from the Property or any portion thereof and all
proceeds from the cancellation, surrender, sale or other disposition of the
Leases.