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Assignment Of Leases And Rents

Lease Assignment Agreement

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Governing Law: New York     Date: 2/24/2006
Industry: Real Estate Operations     Law Firm: Stroock Stroock     Sector: Services

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                                                                   Exhibit 10.98

                         RVM GLIMCHER, LLC, AS ASSIGNOR



                               OF LEASES AND RENTS

                      Dated:            As of December 15, 2005
                       Location:         River Valley Mall
                                       Lancaster, Ohio

                         Stroock & Stroock & Lavan, LLP
                    200 South Biscayne Boulevard, Suite 3160
                              Miami, Florida 33131
                       Attention: Eugene P. Balshem, Esq.


     THIS ASSIGNMENT OF LEASES AND RENTS (this "Assignment") made as of the 15th
day of December, 2005, by RVM GLIMCHER, LLC, a Delaware limited liability
company, having an address at 150 East Gay Street, Columbus, Ohio 43215
("Borrower") to LEHMAN BROTHERS BANK, FSB, a federal stock savings bank, having
an address at 1000 West Street, Suite 200, Wilmington, Delaware 19801

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

     WHEREAS, this Assignment is given to secure a loan in the principal sum of
FIFTY MILLION 00/100 DOLLARS ($50,000,000.00) (the "Loan") or so much thereof as
may be advanced by Lender to the Borrower pursuant to that certain Loan
Agreement dated as of the date hereof (the "Loan Agreement") and evidenced by
that certain Promissory Note dated the date hereof made by Borrower to Lender
(the "Note"); and

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

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

                             ARTICLE 1 - ASSIGNMENT

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

     (a) LEASES. All existing and future leases, subleases, licenses,
franchises, concessions or grants of other possessory interests, tenancies, and
any other agreements affecting the use, possession, enjoyment, or occupancy of
all or any part of that certain lot or piece of land, more particularly
described in Exhibit A annexed hereto and made a part hereof, together with the
buildings, structures, fixtures, additions, enlargements, extensions,
modifications, repairs, replacements and improvements now or hereafter located
thereon (collectively, the "Property") and the right, title and interest of
Borrower, its successors and assigns, therein and thereunder.

     (b) OTHER LEASES AND AGREEMENTS. All other leases and other agreements,
whether or not in writing, affecting the use, enjoyment or occupancy of the
Property or any portion thereof now or hereafter made, whether made before or
after the filing by or against Borrower of any petition for relief under 11
U.S.C. ss.101 et seq., as the same may be amended from time to time (the
"Bankruptcy Code") together with any extension, renewal or replacement of the
same, this Assignment of other present and future leases and present and future
agreements being effective without further or supplemental assignment. The
leases described in Subsection 1.1(a) and the leases and other agreements
described in this Subsection 1.1(b), together with all other present and future
leases and present and future agreements and any extension or renewal of the
same are collectively referred to as the "Leases".

     (c) RENTS. All rents, additional rents, revenues, income, issues and
profits arising from the Leases and renewals and replacements thereof and any
cash or security deposited in connection therewith and together with all rents,


revenues, income, issues and profits (including all oil and gas or other mineral
royalties and bonuses) from the use, enjoyment and occupancy of the Property
whether paid or accruing before or after the filing by or against Borrower of
any petition for relief under the Bankruptcy Code (collectively, the "Rents").

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

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

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

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

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

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

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

                          ARTICLE 2 - TERMS OF ASSIGNMENT

     Section 2.1 PRESENT ASSIGNMENT AND LICENSE BACK. It is intended by Borrower
that this Assignment constitute a present, absolute assignment of the Leases,
Rents, Lease Guaranties and Bankruptcy Claims, and not an assignment for
additional security only. Nevertheless, subject to the terms of this Section
2.1, Lender grants to Borrower a revocable license to collect, receive, use and
enjoy the Rents and other sums due under the Lease Guaranties. Borrower shall
hold the Rents and all sums received pursuant to any Lease Guaranty, or a


portion thereof sufficient to discharge all current sums due on the Debt, in
trust for the benefit of Lender for use in the payment of such sums.

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

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

                              ARTICLE 3 - REMEDIES

     Section 3.1 REMEDIES OF LENDER. Upon or at any time after the occurrence of
an Event of Default, the license granted to Borrower in Section 2.1 of this
Assignment shall automatically be revoked, and Lender shall immediately be
entitled to possession of all Rents and sums due under any Lease Guaranties,
whether or not Lender enters upon or takes control of the Property. In addition,
Lender may, at its option, without waiving such Event of Default, without regard
to the adequacy of the security for the Debt, either in person or by agent,
nominee or attorney, with or without bringing any action or proceeding, or by a
receiver appointed by a court, dispossess Borrower and its agents and servants
from the Property, without liability for trespass, damages or otherwise and
exclude Borrower and its agents or servants wholly therefrom, and take
possession of the Property and all books, records and accounts relating thereto
and have, hold, manage, lease and operate the Property on such terms and for
such period of time as Lender may deem proper and either with or without taking
possession of the Property in its own name, demand, sue for or otherwise collect
and receive all Rents and sums due under all Lease Guaranties, including those
past due and unpaid with full power to make from time to time all alterations,
renovations, repairs or replacements thereto or thereof as Lender may deem
proper and may apply the Rents and sums received pursuant to any Lease
Guaranties to the payment of the following in such order and proportion as
Lender in its sole discretion may determine, any law, custom or use to the
contrary notwithstanding: (a) all expenses of managing and securing the
Property, including, without being limited thereto, the salaries, fees and wages
of a managing agent and such other employees or agents as Lender may deem
necessary or desirable and all expenses of operating and maintaining the
Property, including, without being limited thereto, all taxes, charges, claims,
assessments, water charges, sewer rents and any other liens, and premiums for
all insurance which Lender may deem necessary or desirable, and the cost of all
alterations, renovations, repairs or replacements, and all expenses incident to
taking and retaining possession of the Property; and (b) the Debt, together with
all costs and reasonable attorneys' fees. In addition, upon the occurrence of an
Event of Default, Lender, at its option, may (1) complete any construction on
the Property in such manner and form as Lender deems advisable, (2) exercise all
rights and powers of Borrower, including, without limitation, the right to
negotiate, execute, cancel, enforce or modify Leases, obtain and evict tenants,
and demand, sue for, collect and receive all Rents from the Property and all
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

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