CONSENT AND SUBORDINATION OF

                          PROPERTY MANAGEMENT AGREEMENT



         THIS CONSENT AND SUBORDINATION OF PROPERTY MANAGEMENT AGREEMENT (this

"Agreement") is made and entered into on July 2, 2002, by and between Loyal

Plaza Associates, L.P. a Delaware limited partnership ("Assuming Borrower"), and

Brentway Management, LLC ("Manager") in connection with that certain loan (the

"Loan") in the original principal amount of $14,000,000.00 made by Lehman

Brothers Bank, FSB (the "Original Lender"), and assigned to LASALLE BANK

NATIONAL ASSOCIATION, as Trustee for the Registered Holders of LB-UBS Commercial

Mortgage Trust 2001-C3, Commercial Mortgage Pass-Through Certificates, Series

2001-C3 ("Lender"). The Loan was originally made to Loyal Plaza Venture, L.P. a

Delaware limited partnership to finance certain real property and improvements

located in Lycoming County, Pennsylvania and more particularly described in that

certain Open-End Mortgage and Security Agreement, dated May 31, 2001, given by

Original Borrower and Glimcher Loyal Plaza Tenant, L.P. to Original Lender and

assigned to Lender (the "Mortgage"), (said real property and improvements being

hereinafter referred to as the "Premises"). Assuming Borrower and Manager

acknowledge and agree that Assuming Borrower has assumed the Loan and all

obligations of Original Borrower and Glimcher Loyal Plaza Tenant, L.P. under the

Mortgage and other Loan Documents (as defined in the Mortgage) pursuant to a

Loan Assumption and Modification Agreement of even date herewith and certain

other documents executed in connection therewith.



         For good and valuable consideration, the receipt and sufficiency of

which are hereby acknowledged, Manager and Assuming Borrower hereby agree as

follows:



         1. Assuming Borrower hereby transfers, assigns and sets over to Lender,

its successors and assigns, all right, title and interest of Assuming Borrower

in and to that certain Property Management Agreement, dated __________________,

between Manager and Assuming Borrower (as the same may have been amended,

modified, extended and assigned heretofore, the "Contract"). Manager hereby

acknowledges and consents to the foregoing assignment. The foregoing assignment

is being made by Assuming Borrower to Lender as collateral security for

obligations under all of the Loan Documents. However, until the occurrence of an

Event of Default (as such term is defined in the Mortgage), Assuming Borrower

may exercise all rights as owner of the Premises under the Contract. The

foregoing assignment shall remain in effect as long as the Loan, or any part

thereof, remains unpaid, but shall automatically terminate upon the release of

the Mortgage as a lien on the Premises.



         2. (a) Lender shall have the right and option at any time after the

occurrence of an Event of Default (as defined in the Mortgage) under the

Mortgage or any of the other Loan Documents either: (1) to require Manager to

continue performance under the Contract on behalf of Lender, whereupon Lender

shall have the right to exercise all of the rights and remedies of the owner of

the Premises under the Contract; or (2) to terminate the Contract upon thirty

(30) days' written notice to Manager, whereupon Manager will cooperate in

transferring its responsibility for management of the Property to a management

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