LIMITED PAYMENT GUARANTY

This Limited Payment Guaranty is made as of October 22, 2008 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 ”).

A.           Glimcher Northtown Venture LLC, a limited liability company organized under the laws of the State of Delaware (“ Glimcher Borrower ”) and GB Northtown, LLC, a limited liability company organized under the laws of the State of Delaware (“ GB Borrower ” and collectively with Glimcher Borrower, the “ Borrower ”) and Guarantor have requested that the Lenders make a single disbursement term loan available to Borrower in an aggregate principal amount of $40,000,000 (the “ Loan ”).

B.           The Lenders have agreed to make the Loan available to Borrower pursuant to the terms and conditions set forth in a Term Loan Agreement of even date herewith among Borrower, Guarantor, 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 Loan (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.           Guarantor is the sole member of both Glimcher Borrower and GB 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.

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:

(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; and

(b)           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 “ Loan Indebtedness .”

Notwithstanding the foregoing, unless a Guaranty Limitation Suspension Event (as defined below) has occurred and is continuing as of the date of delivery of any written demand given under Paragraph 2 below by Administrative Agent to Guarantor for payment of the outstanding principal balance under the Notes, Guarantor’s aggregate liability hereunder with respect to the then-outstanding principal balance under of the Notes shall in no event exceed Twenty Million Dollars ($20,000,000) (the “ Maximum Principal Guaranteed Amount ”). If such a Guaranty Limitation Suspension Event does then exist, there shall be no limitation on the amount of Guarantor’s liability under this Guaranty. Guarantor expressly acknowledges and agrees that the limitation of Guarantor’s liability to the Maximum Principal Guaranteed Amount applies only to the principal balance of the Notes and shall not apply to interest, fees or any other non-principal amounts which comprise the Loan Indebtedness or to the Enforcement Costs, liability for which shall not be limited hereunder.  The term “Guaranty Limitation Suspension Event” as used herein shall mean, as of any date of determination, that (i) (A) Herberger’s shall have failed to be in occupancy of, and open for business in, its premises at the Collateral Asset on December 31, 2008 or shall have ceased at any time thereafter to be both in occupancy of, and open for business in, such premises and not more than thirty-one (31) days delinquent in paying rent due under its lease of such premises or (B) any two of Home Depot, LA Fitness, Best Buy and Burlington Coat Factory shall have ceased at any time after the date hereof to be both in occupancy of, and open for business in, their premises at the Collateral Asset and not more than thirty-one (31) days delinquent in paying rent due under their leases of such premises and (ii) Borrower has failed by such date of determination to either (A) enter into a lease or leases with a replacement tenant or tenants acceptable in all respects to the Administrative Agent, in its reasonable discretion, or (B) cause the Administrative Agent to have received and approved an Appraisal establishing an updated Appraised Value for the Collateral Asset reflecting the loss of such tenant or tenants and repay a sufficient amount of the Outstanding Loan Amount to achieve a Collateral Asset LTV of sixty percent (60%) or less, using such updated Appraised Value.  In no event shall the Maximum Principal Guaranteed Amount be reduced below the amount stated above as a result of: (i) any principal payments made by Borrower under the Loan, including without limitation any optional prepayments under Section  2.6(a) of the Loan Agreement or mandatory prepayments under Section 2.6(b) of the Loan Agreement; (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 a Non-Recourse Exception Guaranty Agreement or an Account Security Pledge, Assignment and Control Agreement 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. 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 Loan.

2.           In the event of any default by Borrower from time to time in making payment of the Loan Indebtedness 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 to pay the Loan Indebtedness, subject to the limitations set forth in Paragraph 1 , 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 inform Guarantor of any facts the Administrative Agent and the Lenders may now or hereafter know about Borrower, the Loan, 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 Loan Indebtedness, 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 Loan Indebtedness.  Credit may be granted or continued from time to time by the Lend