Exhibit
10.107






TERM
LOAN AGREEMENT
 
  DATED
AS OF OCTOBER 22, 2008
  AMONG
  GLIMCHER
NORTHTOWN VENTURE, LLC, and GB NORTHTOWN, LLC
 AS
BORROWER
  AND
  GLIMCHER
PROPERTIES LIMITED PARTNERSHIP
 AS
GUARANTOR
  AND
  KEYBANK
NATIONAL ASSOCIATION
 AS
ADMINISTRATIVE AGENT AND LEAD ARRANGER
  AND
  THE
SEVERAL LENDERS
 FROM
TIME TO TIME PARTIES HERETO,
 AS
LENDERS
  
 
 TABLE
OF CONTENTS
  RECITALS
                                                                                                                                                                                    1ARTICLE
      I DEFINITIONS
                                                                                                                                                                                    1ARTICLE
      II THE CREDIT
                                                                                                                                                                                    142.1
                                                                                                                                                                                    Generally
                                                                                                                                                                                    142.2
                                                                                                                                                                                    Ratable
      Advances
                                                                                                                                                                                    152.3
                                                                                                                                                                                    Final
      Principal Payment
                                                                                                                                                                                    152.4
                                                                                                                                                                                    Fees
                                                                                                                                                                                    152.5
                                                                                                                                                                                    Extension
      of Maturity Date
                                                                                                                                                                                    152.6
                                                                                                                                                                                    Optional
      Prepayments; Mandatory Prepayments
                                                                                                                                                                                    162.7
                                                                                                                                                                                    Method
      of Selecting Types and Interest Periods
                                                                                                                                                                                    162.8
                                                                                                                                                                                    Conversion
      and Continuation of Outstanding Advances
                                                                                                                                                                                    172.9
                                                                                                                                                                                    Changes
      in Interest Rate, Etc.
                                                                                                                                                                                    182.10
                                                                                                                                                                                    Rates
      Applicable After Default
                                                                                                                                                                                    182.11
                                                                                                                                                                                    Method
      of Payment
                                                                                                                                                                                    182.12
                                                                                                                                                                                    Notes;
      Telephonic Notices
                                                                                                                                                                                    192.13
                                                                                                                                                                                    Interest
      Payment Dates; Interest and Fee Basis
                                                                                                                                                                                    192.14
                                                                                                                                                                                    Notification
      of Advances, Interest Rates and Prepayments
                                                                                                                                                                                    192.15
                                                                                                                                                                                    Lending
      Installations
                                                                                                                                                                                    192.16
                                                                                                                                                                                    Non-Receipt
      of Funds by the Administrative Agent
                                                                                                                                                                                    192.17
                                                                                                                                                                                    Replacement
      of Lenders under Certain Circumstances
                                                                                                                                                                                    202.18
                                                                                                                                                                                    Usury
                                                                                                                                                                                    20ARTICLE
      III CHANGE IN CIRCUMSTANCES
                                                                                                                                                                                    213.1
                                                                                                                                                                                    Yield
      Protection
                                                                                                                                                                                    213.2
                                                                                                                                                                                    Changes
      in Capital Adequacy Regulations
                                                                                                                                                                                    213.3
                                                                                                                                                                                    Availability
      of Types of Advances
                                                                                                                                                                                    223.4
                                                                                                                                                                                    Funding
      Indemnification.
                                                                                                                                                                                    223.5
                                                                                                                                                                                    Taxes
                                                                                                                                                                                    223.6
                                                                                                                                                                                    Lender
      Statements; Survival of Indemnity
                                                                                                                                                                                    24ARTICLE
      IV CONDITIONS PRECEDENT
                                                                                                                                                                                    254.1
                                                                                                                                                                                    Initial
      Advance.
                                                                                                                                                                                    25ARTICLE
      V REPRESENTATIONS AND WARRANTIES
                                                                                                                                                                                    285.1
                                                                                                                                                                                    Existence.
                                                                                                                                                                                    285.2
                                                                                                                                                                                    Authorization
      and Validity.
                                                                                                                                                                                    295.3
                                                                                                                                                                                    No
      Conflict; Government Consent
                                                                                                                                                                                    295.4
                                                                                                                                                                                    Financial
      Statements; Material Adverse Effect.
                                                                                                                                                                                    295.5
                                                                                                                                                                                    Taxes.
                                                                                                                                                                                    295.6
                                                                                                                                                                                    Litigation
      and Guarantee Obligations
                                                                                                                                                                                    295.7
                                                                                                                                                                                    ERISA
                                                                                                                                                                                    305.8
                                                                                                                                                                                    Accuracy
      of Information.
                                                                                                                                                                                    305.9
                                                                                                                                                                                    Regulation
      U
                                                                                                                                                                                    305.10
                                                                                                                                                                                    Material
      Agreements
                                                                                                                                                                                    305.11
                                                                                                                                                                                    Compliance
      With Laws.
                                                                                                                                                                                    305.12
                                                                                                                                                                                    Ownership
      of Projects.
                                                                                                                                                                                    305.13
                                                                                                                                                                                    Investment
      Company Act.
                                                                                                                                                                                    305.14
                                                                                                                                                                                    Insurance
                                                                                                                                                                                    305.15
                                                                                                                                                                                    REIT
      Status
                                                                                                                                                                                    315.16
                                                                                                                                                                                    Title
      to Property.
                                                                                                                                                                                    315.17
                                                                                                                                                                                    Environmental
      Matters
                                                                                                                                                                                    315.18
                                                                                                                                                                                    Collateral
      Asset.
                                                                                                                                                                                    325.19
                                                                                                                                                                                    Office
      of Foreign Asset Control
                                                                                                                                                                                    33ARTICLE
      VI COVENANTS
                                                                                                                                                                                    346.1
                                                                                                                                                                                    Financial
      Reporting.
                                                                                                                                                                                    34
  
  6.2
                                                                                                                                                                                  Use
      of Proceeds
                                                                                                                                                                                  356.3
                                                                                                                                                                                  Notice
      of Default
                                                                                                                                                                                  356.4
                                                                                                                                                                                  Conduct
      of Business
                                                                                                                                                                                  366.5
                                                                                                                                                                                  Taxes
                                                                                                                                                                                  366.6
                                                                                                                                                                                  Insurance.
                                                                                                                                                                                  366.7
                                                                                                                                                                                  Compliance
      with Laws
                                                                                                                                                                                  366.8
                                                                                                                                                                                  Maintenance
      of Properties
                                                                                                                                                                                  366.9
                                                                                                                                                                                  Inspection
                                                                                                                                                                                  366.10
                                                                                                                                                                                  Maintenance
      of Status
                                                                                                                                                                                  366.11
                                                                                                                                                                                  Dividends
                                                                                                                                                                                  366.12
                                                                                                                                                                                  No
      Change in Control
                                                                                                                                                                                  376.13
                                                                                                                                                                                  Affiliates
                                                                                                                                                                                  376.14
                                                                                                                                                                                  Consolidated
      Net Worth.
                                                                                                                                                                                  376.15
                                                                                                                                                                                  GPLP
      Indebtedness and Cash Flow Covenants
                                                                                                                                                                                  376.16
                                                                                                                                                                                  Facility
      DSCR Covenant
                                                                                                                                                                                  376.17
                                                                                                                                                                                  Collateral
      Asset Cash Flow
                                                                                                                                                                                  376.18
                                                                                                                                                                                  Approval
      of Leases
                                                                                                                                                                                  37ARTICLE
      VII DEFAULTS
                                                                                                                                                                                  38ARTICLE
      VIII ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES
                                                                                                                                                                                  408.1
                                                                                                                                                                                  Acceleration
                                                                                                                                                                                  408.2
                                                                                                                                                                                  Amendments
                                                                                                                                                                                  408.3
                                                                                                                                                                                  Preservation
      of Rights
                                                                                                                                                                                  418.4
                                                                                                                                                                                  Foreclosure.
                                                                                                                                                                                  41ARTICLE
      IX GENERAL PROVISIONS
                                                                                                                                                                                  429.1
                                                                                                                                                                                  Survival
      of Representations
                                                                                                                                                                                  429.2
                                                                                                                                                                                  Governmental
      Regulation.
                                                                                                                                                                                  429.3
                                                                                                                                                                                  Headings
                                                                                                                                                                                  429.4
                                                                                                                                                                                  Entire
      Agreement
                                                                                                                                                                                  439.5
                                                                                                                                                                                  Several
      Obligations; Benefits of this Agreement
                                                                                                                                                                                  439.6
                                                                                                                                                                                  Expenses;
      Indemnification
                                                                                                                                                                                  439.7
                                                                                                                                                                                  Numbers
      of Documents.
                                                                                                                                                                                  439.8
                                                                                                                                                                                  Accounting.
                                                                                                                                                                                  439.9
                                                                                                                                                                                  Severability
      of Provisions
                                                                                                                                                                                  449.10
                                                                                                                                                                                  Nonliability
      of Lenders.
                                                                                                                                                                                  449.11
                                                                                                                                                                                  CHOICE
      OF LAW
                                                                                                                                                                                  449.12
                                                                                                                                                                                  CONSENT
      TO JURISDICTION
                                                                                                                                                                                  449.13
                                                                                                                                                                                  WAIVER
      OF JURY TRIAL
                                                                                                                                                                                  44ARTICLE
      X THE ADMINISTRATIVE AGENT
                                                                                                                                                                                  4410.1
                                                                                                                                                                                  Appointment.
                                                                                                                                                                                  4410.2
                                                                                                                                                                                  Powers
                                                                                                                                                                                  4510.3
                                                                                                                                                                                  General
      Immunity
                                                                                                                                                                                  4510.4
                                                                                                                                                                                  No
      Responsibility for Loans, Recitals, etc.
                                                                                                                                                                                  4510.5
                                                                                                                                                                                  Action
      on Instructions of Lenders.
                                                                                                                                                                                  4610.6
                                                                                                                                                                                  Employment
      of Agents and Counsel.
                                                                                                                                                                                  4610.7
                                                                                                                                                                                  Reliance
      on Documents; Counsel.
                                                                                                                                                                                  4610.8
                                                                                                                                                                                  Administrative
      Agent’s Reimbursement and Indemnification.
                                                                                                                                                                                  4610.9
                                                                                                                                                                                  Rights
      as a Lender.
                                                                                                                                                                                  4710.10
                                                                                                                                                                                  Lender
      Credit Decision.
                                                                                                                                                                                  4710.11
                                                                                                                                                                                  Successor
      Administrative Agent
                                                                                                                                                                                  4710.12
                                                                                                                                                                                  Notice
      of Defaults.
                                                                                                                                                                                  4810.13
                                                                                                                                                                                  Requests
      for Approval.
                                                                                                                                                                                  4810.14
                                                                                                                                                                                  Defaulting
      Lenders
                                                                                                                                                                                  48ARTICLE
      XI RELEASE OF OUTPARCELS
                                                                                                                                                                                  4911.1
                                                                                                                                                                                  Transfer
                                                                                                                                                                                  49
 
  11.2
                                                                                                                                                                                                                                                                          Release
                                                                                                                                                                                                                                                                          51ARTICLE
      XII BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS
                                                                                                                                                                                                                                                                          5212.1
                                                                                                                                                                                                                                                                          Successors
      and Assigns
                                                                                                                                                                                                                                                                          5212.2
                                                                                                                                                                                                                                                                          Participations.
                                                                                                                                                                                                                                                                          5212.3
                                                                                                                                                                                                                                                                          Assignments.
                                                                                                                                                                                                                                                                          5312.4
                                                                                                                                                                                                                                                                          Dissemination
      of Information.
                                                                                                                                                                                                                                                                          5412.5
                                                                                                                                                                                                                                                                          Tax
      Treatment.
                                                                                                                                                                                                                                                                          54ARTICLE
      XIII NOTICES
                                                                                                                                                                                                                                                                          5413.1
                                                                                                                                                                                                                                                                          Giving
      Notice.
                                                                                                                                                                                                                                                                          5413.2
                                                                                                                                                                                                                                                                          Change
      of Address.
                                                                                                                                                                                                                                                                          54ARTICLE
      XIV COUNTERPARTS
                                                                                                                                                                                                                                                                          54
  
 
 TERM LOAN
AGREEMENT
  This Term
Loan Agreement, dated as of October 22, 2008, is among Glimcher Northtown
Venture, LLC, a Delaware limited liability company (“Glimcher Borrower”),
GB Northtown, LLC “GB
Borrower” and collectively with Glimcher Borrower, the “Borrower”), Glimcher
Properties Limited Partnership, a limited partnership organized under the laws
of the State of Delaware (“GPLP”), KeyBank
National Association, a national banking association (“KeyBank”), and the
several banks, financial institutions and other entities from time to time
parties to this Agreement (collectively, the “Lenders”) and KeyBank
National Association, not individually, but as “Administrative
Agent.”
  RECITALS
  A.           GPLP
is primarily engaged in the business of purchasing, owning, operating, leasing
and managing retail properties.
  B.           Glimcher
Borrower is a wholly-owned subsidiary of GPLP which owns a regional shopping
center located in Blaine, Minnesota commonly known as Northtown Mall, containing
mall buildings containing approximately 758,186 square feet of gross leasable
area and outparcel buildings containing approximately 45,032 square feet of
gross leasable area. GB Borrower is a wholly-owned subsidiary of GPLP which owns
a 102,513 square foot parcel adjacent to Glimcher Borrower’s property which is
ground leased in its entirety to Home Depot.
  C.           Borrower
has requested that the Lenders make a single disbursement term loan to the
Borrower pursuant to the terms of this Agreement to be distributed in part to
GPLP to refinance certain existing unsecured debt incurred by GPLP for the
benefit of Borrower and in part to provide working capital to
Borrower.  The Administrative Agent and the Lenders have agreed to do
so.
  NOW,
THEREFORE, in consideration of the mutual covenants and agreements herein
contained, the parties hereto agree as follows:
  ARTICLE
I
  DEFINITIONS
  As used
in this Agreement:
  “ABR
Applicable Margin” means two percent (2.00%) per annum.
  “Account
Agreement” means that certain Account Security, Pledge, Assignment and Control
Agreement to be executed by GPLP in the form attached hereto as Exhibit J and
made a part hereof.
  “Adjusted
Annual EBITDA” shall have the same meaning given to such term under the GPLP
Revolver as of the Agreement Execution Date, with such amendments to such
meaning as may be approved from time to time by the Required Lenders
hereunder.
  
 “Adjusted
Funds From Operations” shall mean Funds From Operations less Preferred
Dividends, adjusted for impairment and other non-cash charges.
  “Administrative
Agent” means KeyBank National Association in its capacity as agent for the
Lenders pursuant to Article X, and not in
its individual capacity as a Lender, and any successor Administrative Agent
appointed pursuant to Article
X.
  “Advance”
means the initial borrowing hereunder and from time to time thereafter each
portion of such initial borrowing which is of the same Type and, in the case of
LIBOR Rate Advances, for the same LIBOR Interest Period.
  “Affiliate”
of any Person means any other Person directly or indirectly controlling,
controlled by or under common control with such Person.  A Person
shall be deemed to control another Person if the controlling Person owns 10% or
more of any class of voting securities (or other ownership interests) of the
controlled Person or possesses, directly or indirectly, the power to direct or
cause the direction of the management or policies of the controlled Person,
whether through ownership of stock, by contract or otherwise.
  “Aggregate
Commitment” means $40,000,000.
  “Agreement”
means this Term Loan Agreement, as it may be amended or modified and in effect
from time to time.
  “Agreement
Execution Date” means the date this Agreement has been fully executed and
delivered by all parties hereto.
  “Alternate
Base Rate” means, for any day, a rate of interest per annum equal to the higher
of (i) the Prime Rate for such day and (ii) the sum of Federal Funds
Effective Rate for such day plus 1/2% per annum.
  “Anchor
Tenant” means any one of Herberger’s, LA Fitness, Home Depot, BH S&B Retail,
LLC, Best Buy and Burlington Coat Factory.
  “Applicable
Margin” means, as applicable, the ABR Applicable Margin or the LIBOR Applicable
Margin which are used in calculating the interest rate applicable to the various
Types of Advances.
  “Appraisal”
shall mean an appraisal of the Collateral Asset commissioned by the
Administrative Agent, and reasonably acceptable to the Administrative Agent and
Required Lenders, in compliance with the Financial Institutions Reform, Recovery
and Enforcement Act of 1989, as amended, and the regulations promulgated
thereunder (“FIRREA”) and with the
Uniform Standards of Professional Appraisal Practice.
  “Appraised
Value” means, as of any date, the “as-is” appraised value of the Collateral
Asset as shown on the most recent Appraisal thereof.
  “Article”
means an article of this Agreement unless another document is specifically
referenced.
  -2-
 “Authorized
Officer” means any of the President and Chief Executive Officer, Executive Vice
President and Chief Operating Officer, Vice President and Chief Financial
Officer, Vice President, Controller and Chief Accounting Officer or Executive
Vice President and General Counsel of the general partner of GPLP, acting
singly.
  “Borrowing
Date” means a date on which an Advance is made hereunder.
  “Borrowing
Notice” is defined in Section
2.7.
  “Business
Day” means (i) with respect to any borrowing, payment or rate selection of LIBOR
Rate Advances, a day (other than a Saturday or Sunday) on which banks generally
are open in Cleveland, Ohio and New York, New York for the conduct of
substantially all of their commercial lending activities and on which dealings
in United States dollars are carried on in the London interbank market and (ii)
for all other purposes, a day (other than a Saturday or Sunday) on which banks
generally are open in Cleveland, Ohio and New York, New York for the conduct of
substantially all of their commercial lending activities.
  “Capital
Reserve” means, with respect to any period, an annual amount equal to $0.15 per
square foot times the weighted average gross leaseable area of the Collateral
Asset during such period.
  “Capital
Stock” means any and all shares, interests, participations or other equivalents
(however designated) of capital stock of a corporation, any and all equivalent
ownership interests in a Person which is not a corporation and any and all
warrants or options to purchase any of the foregoing.
  “Capitalized
Lease” of a Person means any lease of Property imposing obligations on such
Person, as lessee thereunder, which are required in accordance with GAAP to be
capitalized on a balance sheet of such Person.
  “Capitalized
Lease Obligations” of a Person means the amount of the obligations of such
Person under Capitalized Leases which would be shown as a liability on a balance
sheet of such Person prepared in accordance with GAAP.
  “Cash
Flow Hedge” means an interest rate swap agreement to be entered into not later
than five (5) business days after the Agreement Execution Date by Borrower and
by the initial Lenders, on a pro rata basis in accordance with their respective
Percentages, which shall provide for fixed payments by Borrower on a nominal
amount of at least seventy-five percent (75%) of the initial Advance having a
term that expires on the initial Maturity Date in exchange for payments at the
LIBOR Base Rate on such nominal amount over such period from the counterparties
thereto, and which shall be otherwise reasonably acceptable in all respects to
the Administrative Agent.
  “Code”
means the Internal Revenue Code of 1986, as amended, reformed or otherwise
modified from time to time.
  -3-
 “Collateral”
means all assets of the Loan Parties, now owned or hereinafter acquired, upon
which a Lien is purported to be created by any Security Document including,
without limitation, the Collateral Asset.
  “Collateral
Asset” means the real estate and related improvements commonly known as
Northtown Mall  and more particularly described in the
Mortgage.
  “Collateral
Asset DSCR” means, as of any date, the ratio of (i)(A) Collateral Asset NOI for
the most recent period of four (4) fiscal quarters of the Consolidated Group for
which financial results have been reported less (B) the Capital Reserve for such
period to (ii) the Implied Debt Service Amount.
  “Collateral
Asset LTV” means, as of any date, the percentage of the then-current Appraised
Value represented by the then-current Outstanding Loan Amount.
  “Collateral
Asset NOI” means, with respect to the Collateral Asset for any period, “property
rental and other income” (as determined by GAAP) attributable to the Collateral
Asset accruing for such period (adjusted to eliminate the straightlining of
rents) minus
the amount of all expenses (as determined in accordance with GAAP) incurred in
connection with and directly attributable to the ownership and operation of the
Collateral Asset for such period, including, without limitation, Management Fees
and amounts accrued for the payment of real estate taxes and insurance premiums,
but excluding any general and administrative expenses related to the operation
of GPLP or the Parent Entities, any interest expense or other debt service
charges and any non-cash charges such as depreciation or amortization of
financing costs. Notwithstanding the foregoing, if any portion of the applicable
reference period precedes the date on which both LA Fitness and Herberger’s have
commenced their initial business operations at the Collateral Asset, then
Collateral Asset NOI for such period shall be increased to reflect the
additional amount of Collateral Asset NOI that would have been earned by
Borrower if such tenants had been open and doing business for the whole of such
period, calculated by annualizing the actual Collateral Asset NOI earned by
Borrower from such tenants for the portion of such period following their
opening. As used herein “Management Fees”,
means, with respect to the Collateral Asset for any period, an amount equal to
the greater of (i) actual management fees payable with respect thereto and (ii)
three percent (3%) per annum on the aggregate base rent and percentage rent due
and payable under leases at the Collateral Asset.
  “Collateral
Asset Survey” means that certain ALTA Survey of the Collateral Asset prepared by
BDM Consulting Engineers & Surveyors, dated October 6, 2008 as Job No.
148-010-S (Sheets 1-5).
  “Commitment”
means, for each Lender, the obligation of such Lender to make Loans not
exceeding the amount set forth opposite its signature below or as set forth in
any Notice of Assignment relating to any assignment that has become effective
pursuant to Section 12.3.2,
as such amount may be modified from time to time pursuant to the terms
hereof.
  “Consolidated
Group” shall have the same meaning given to such term under the GPLP Revolver as
of the Agreement Execution Date, with such amendments to such meaning as may be
approved from time to time by the Required Lenders hereunder.
  -4-
 “Consolidated
Group Pro Rata Share” shall mean, with respect to any Investment Affiliate, the
percentage of the total equity ownership interests held by the Consolidated
Group, in the aggregate, in such Investment Affiliate determined by calculating
the percentage of the issued and outstanding stock, partnership interests or
membership interests in such Investment Affiliate held by the Consolidated Group
in the aggregate.
  “Consolidated
Net Worth” means, as of any date of determination, an amount equal to
(a) Total Asset Value minus
(b) Consolidated Outstanding Indebtedness as of such date.
  “Consolidated
Outstanding Indebtedness” shall mean, as of any date of determination, without
duplication, the sum of (a) all Indebtedness of the Glimcher Group
outstanding at such date, plus, without
duplication (b) the applicable Glimcher Percentage of all Indebtedness of
each Joint Venture, adjusted to eliminate increases or decreases arising from
FAS-141 and excluding obligations for traditional carve-outs relating to
non-recourse debt obligations of either the Glimcher Group or such Joint
Ventures.
  “Controlled
Group” means all members of a controlled group of corporations and all trades or
businesses (whether or not incorporated) under common control which, together
with GPLP or any of its Subsidiaries, are treated as a single employer under
Section 414 of the Code.
  “Conversion/Continuation
Notice” is defined in Section
2.8.
  “Council
Exchange Parcel” means that certain parcel of real property described and
depicted as the “Council Parcel” on that certain Boundary Exhibit Survey,
prepared by BDM Consulting Engineers & Surveyors, dated September 21, 2007
as Job No. 148-011-S, which parcel contains approximately 3.14
acres.
  “Default”
means an event described in Article
VII.
  “Defaulting
Lender” means any Lender which fails or refuses to perform its obligations under
this Agreement within the time period specified for performance of such
obligation, or, if no time frame is specified, if such failure or refusal
continues for a period of five Business Days after written notice from the
Administrative Agent; provided that if such Lender cures such failure or
refusal, such Lender shall cease to be a Defaulting Lender.
  “Default
Rate” means the interest rate which may apply during the continuance of a
Default pursuant to Section 2.10
which shall mean that (i) each LIBOR Rate Advance shall bear interest for the
remainder of the applicable LIBOR Interest Period at the rate otherwise
applicable to such LIBOR Interest Period plus 2% per annum and (ii) each
Floating Rate Advance shall bear interest at a rate per annum equal to the
Floating Rate otherwise applicable to the Floating Rate Advance plus 2% per
annum.
  “Environmental
Indemnity” means the environmental indemnity agreement to be executed by GPLP
and Borrower in the form attached hereto as Exhibit I and made a
part hereof, as such document may be hereafter amended and/or restated from time
to time.
  “Environmental
Laws” includes, but is not limited to, the following statutes, as amended, any
successor thereto, and any regulations promulgated pursuant thereto, and any
state or local statutes, ordinances, rules, regulations and the like addressing
similar issues:  the Comprehensive Environmental Response,
Compensation and Liability Act; the Emergency Planning and Community
Right-to-Know Act; the Hazardous Substances Transportation Act; the Resource
Conservation and Recovery Act (including but not limited to Subtitle I relating
to underground storage tanks); the Solid Waste Disposal Act; the Clean Water
Act; the Clean Air Act; the Toxic Substances Control Act; the Safe Drinking
Water Act; the Occupational Safety and Health Act; the Federal Water Pollution
Control Act; the Federal Insecticide, Fungicide and Rodenticide Act; the
Endangered Species Act; the National Environmental Policy Act; and the River and
Harbors Appropriation Act.
  -5-
 “ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time
to time, and any rule or regulation issued thereunder.
  “Excluded
Taxes” means, in the case of each Lender or applicable Lending Installation and
the Administrative Agent, taxes imposed on its overall net income, and franchise
taxes imposed on it, by any jurisdiction with taxing authority over the
Lender.
  “Extension
Option” is defined in Section
2.5.
  “Federal
Funds Effective Rate” shall mean, for any day, the rate per annum (rounded
upward to the nearest one one-hundredth of one percent (1/100 of 1%)) announced
by the Federal Reserve Bank of Cleveland on such day as being the weighted
average of the rates on overnight federal funds transactions arranged by federal
funds brokers on the previous trading day, as computed and announced by such
Federal Reserve Bank in substantially the same manner as such Federal Reserve
Bank computes and announces the weighted average it refers to as the “Federal
Funds Effective Rate.”
  “Fees” is
defined in Section
2.4.
  “Financial
Contract” of a Person means (i) any exchange - traded or over-the-counter
futures, forward, swap or option contract or other financial instrument with
similar characteristics, or (ii) any Rate Management Transaction.
  “Fixed
Charges” shall have the same meaning given to such term under the GPLP Revolver
as of the Agreement Execution Date, with such amendments to such meaning as may
be approved from time to time by the Required Lenders hereunder.
  “Floating
Rate” means, for any day, a rate per annum equal to (i) the Alternate Base Rate
for such day plus (ii) ABR Applicable Margin for such day, in each case
changing when and as the Alternate Base Rate changes.
  “Floating
Rate Advance” means an Advance which bears interest at the Floating
Rate.
  “Floating
Rate Loan” means a Loan which bears interest at the Floating Rate.
  “Funds
From Operations” shall have the meaning determined from time to time by the
National Association of Real Estate Investment Trusts to be the meaning most
commonly used by its members.
  -6-
 “GAAP”
means generally accepted accounting principles in the United States of America
as in effect from time to time, applied in a manner consistent with that used in
preparing the financial statements referred to in Section
6.1.
  “Glimcher
Exchange Parcel” means, collectively, those certain parcels of real property
described and depicted as “Parcel A” and “Parcel B” on that certain Boundary
Exhibit Survey, prepared by BDM Consulting Engineers & Surveyors, dated
September 21, 2007 as Job No. 148-011-S, which parcels contain approximately
2.86 acres in the aggregate.
  “Glimcher
Group” means, collectively, GPLP, the Parent Entities and any Subsidiaries which
are wholly-owned, in the aggregate, by GPLP and/or the Parent
Entities.
  “Glimcher
Percentage” means, with respect to any Joint Venture or any member of the
Consolidated Group that is not also a member of the Glimcher Group, the
percentage of the total equity interests held by the Glimcher Group, in the
aggregate, in such Joint Venture or such member determined by calculating the
percentage of the issued and outstanding stock, partnership interests or
membership interests in such Joint Venture or such member held by the Glimcher
Group in the aggregate.
  “Governmental
Authority” means any nation or government, any state or other political
subdivision thereof and any entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to
government.
  “GPLP
Revolver” means that certain revolving credit facility available to GPLP in the
current maximum amount of $470,000,000 pursuant to that certain Amended and
Restated Credit Agreement dated as of December 14, 2006 by and between GPLP and
KeyBank National Association, as Administrative Agent and Lead Arranger, and the
several Lenders from time to time parties thereto, as amended, restated or
otherwise modified from time to time, including any new revolving credit
facility which refinances and replaces such facility.
  “Guarantee
Obligation” means, as to any Person (the “guaranteeing
person”), any obligation (determined without duplication) of (a) the
guaranteeing person or (b) another Person (including, without limitation,
any bank under any Letter of Credit) to induce the creation of which the
guaranteeing person has issued a reimbursement, counter-indemnity or similar
obligation, in either case guaranteeing or in effect guaranteeing any
Indebtedness, leases, dividends or other obligations (the “primary obligations”)
of any other third Person (the “primary obligor”) in
any manner, whether directly or indirectly, including, without limitation, any
obligation of the guaranteeing person, whether or not contingent, (i) to
purchase any such primary obligation or any property constituting direct or
indirect security therefor, (ii) to advance or supply funds (1) for
the purchase or payment of any such primary obligation or (2) to maintain
working capital or equity capital of the primary obligor or otherwise to
maintain the net worth or solvency of the primary obligor, (iii) to
purchase property, securities or services primarily for the purpose of assuring
the owner of any such primary obligation of the ability of the primary obligor
to make payment of such primary obligation or (iv) otherwise to assure or
hold harmless the owner of any such primary obligation against loss in respect
thereof; provided, however, that the
term Guarantee Obligation shall not include endorsements of instruments for
deposit or collection in the ordinary course of business.  The amount
of any Guarantee Obligation of any guaranteeing person shall be deemed to be the
maximum stated amount of the primary obligation relating to such Guarantee
Obligation (or, if less, the maximum stated liability set forth in the
instrument embodying such Guarantee Obligation), provided, that in the
absence of any such stated amount or stated liability, the amount of such
Guarantee Obligation shall be such guaranteeing person’s maximum reasonably
anticipated liability in respect thereof as determined by GPLP in good
faith.
  -7-
 “Guaranties”
means collectively, (i) that certain Limited Payment Guaranty being executed by
GPLP as of the Agreement Execution Date in the form attached hereto as Exhibit K-1 and
made a part hereof and (ii) that certain Non-Recourse Carveout Guaranty being
executed by GPLP as of the Agreement Execution Date in the form attached hereto
as Exhibit K-2 and
made a part hereof.
  “Implied
Debt Service Amount” means, as of any date, the aggregate annual amount of
principal and interest that would be needed to fully amortize the then-current
Outstanding Loan Amount by equal monthly payments of principal and interest over
a 30 year period, using an annual interest rate equal to the greater of (i) the
sum of (A) the then-current annual yield on obligations of the United States of
America Treasury maturing approximately 10 years after such date plus (B) 2.50%
per annum, or (ii) 7.50% per annum.
  “Indebtedness”
of any Person at any date means without duplication, (a) all indebtedness
of such Person for borrowed money including without limitation any repurchase
obligation or liability of such Person with respect to securities, accounts or
notes receivable sold by such Person, (b) all obligations of such Person
for the deferred purchase price of property or services (other than current
trade liabilities incurred in the ordinary course of business and payable in
accordance with customary practices), to the extent such obligations constitute
indebtedness for the purposes of GAAP, (c) any other indebtedness of such
Person which is evidenced by a note, bond, debenture or similar instrument,
(d) all Capitalized Lease Obligations, (e) all obligations of such Person
in respect of acceptances issued or created for the account of such Person,
(f) all Guarantee Obligations of such Person (excluding in any calculation
of consolidated Indebtedness of the Consolidated Group, Guarantee Obligations of
one member of the Consolidated Group in respect of primary obligations of any
other member of the Consolidated Group), (g) all reimbursement obligations of
such Person for letters of credit and other contingent liabilities, (h) any
Net Mark-to-Market Exposure and (i) all liabilities secured by any lien (other
than liens for taxes not yet due and payable) on any property owned by such
Person even though such Person has not assumed or otherwise become liable for
the payment thereof.
  “Interest
Period” means a LIBOR Interest Period.
  “Investment”
of a Person means any loan, advance (other than commission, travel and similar
advances to officers and employees made in the ordinary course of business),
extension of credit (other than accounts receivable arising in the ordinary
course of business on terms customary in the trade), deposit account or
contribution of capital by such Person to any other Person or any investment in,
or purchase or other acquisition of, the stock, partnership interests, notes,
debentures or other securities of any other Person made by such
Person.
  -8-
 “Investment
Affiliate” means any Person in which the Consolidated Group, directly or
indirectly, has any ownership interest, whose financial results are not
consolidated under GAAP with the financial results of the Consolidated
Group.
  “Joint
Venture” means any Investment Affiliate or any member of the Consolidated Group
that is not a member of the Glimcher Group.
  “Knowledge”
means the actual knowledge, without any special investigation, of the officers
of the applicable Loan Party.
  “Lenders”
means the lending institutions listed on the signature pages of this Agreement,
their respective successors and assigns, any other lending institutions that
subsequently become parties to this Agreement.
  “Lending
Installation” means, with respect to a Lender, any office, branch, subsidiary or
affiliate of such Lender.
  “Letter
of Credit” of a Person means a letter of credit or similar instrument which is
issued upon the application of such Person or upon which such Person is an
account party or for which such Person is in any way liable.
  “LIBOR
Applicable Margin” means three percent (3.00%) per annum.
  “LIBOR
Base Rate” means, with respect to the rate (rounded upwards to the nearest
1/16th)
applicable to a LIBOR Rate Advance for the relevant LIBOR Interest Period, the
applicable British Bankers’ Association LIBOR rate for deposits in
U.S. dollars as reported by any generally recognized financial information
service as of 11:00 a.m. (London time) two Business Days prior to the first
day of such LIBOR Interest Period, and having a maturity equal to such LIBOR
Interest Period, providedthat, if no such British Bankers’ Association LIBOR rate is available to
the Administrative Agent, the applicable LIBOR Base Rate for the relevant LIBOR
Interest Period shall instead be the rate determined by the Administrative Agent
to be the rate at which KeyBank or one of its Affiliate banks offers to place
deposits in U.S. dollars with first-class banks in the London interbank market
at approximately 11:00 a.m. (London time) two Business Days prior to the
first day of such LIBOR Interest Period, in the approximate amount of KeyBank’s
relevant LIBOR Rate Loan and having a maturity equal to such LIBOR Interest
Period.
  “LIBOR
Interest Period” means, with respect to each amount bearing interest at a LIBOR
based rate, a period of one, two, three or six months, to the extent deposits
with such maturities are available to the Lenders, commencing on a Business Day,
as selected by the Borrower; provided, however, that any LIBOR Interest Period
which begins on a day for which there is no numerically corresponding date in
the calendar month in which such LIBOR Interest Period would otherwise end shall
instead end on the last Business Day of such calendar
month.  Notwithstanding the foregoing, at any one time there will be
no more than six (6) LIBOR Interest Periods outstanding.
  -9-
 “LIBOR
Rate” means, for any LIBOR Interest Period, the sum of (A) the LIBOR Base Rate
applicable thereto divided by one minus the then-current Reserve Requirement and
(B) the LIBOR Applicable Margin.
  “LIBOR
Rate Advance” means an Advance which bears interest at a LIBOR
Rate.
  “LIBOR
Rate Loan” means a Loan which bears interest at a LIBOR Rate.
  “Lien”
means any lien (statutory or other), mortgage, pledge, hypothecation,
assignment, deposit arrangement, encumbrance or preference, priority or other
security agreement or preferential arrangement of any kind or nature whatsoever
(including, without limitation, the interest of a vendor or lessor under any
conditional sale, Capitalized Lease or other title retention
agreement).
  “Loan”
means, with respect to a Lender, such Lender’s portion of any
Advance.
  “Loan
Documents” means this Agreement, the Notes, the Guaranties, the Security
Documents, and any other document from time to time evidencing or securing
indebtedness incurred by the Borrower under this Agreement, as any of the
foregoing may be amended or modified from time to time.
  “Loan
Parties” means Borrower, GPLP and the Parent Entities.
  “Major
Tenant” means a tenant occupying space at the Collateral Asset of 10,000 square
feet or greater.
  “Material
Adverse Effect” means a material adverse effect on (i) the business, property or
condition (financial or otherwise) of the Consolidated Group, (ii) the ability
of the Borrower to perform its obligations under the Loan Documents, or (iii)
the validity or enforceability of any of the Loan Documents.
  “Materials
of Environmental Concern” means any gasoline or petroleum (including crude oil
or any fraction thereof) or petroleum products or any hazardous or toxic
substances, materials or wastes, defined or regulated as such in or under any
Environmental Law, including, without limitation, asbestos, polychlorinated
biphenyls and urea-formaldehyde insulation, but excluding substances of kinds
and amounts ordinarily used or stored in similar properties for the purposes of
cleaning or other maintenance or operations or as inventory of tenants and
otherwise in compliance with all Environmental Laws.
  “Maturity
Date” means October 21, 2011, subject to extension to October 21, 2012 if the
conditions set forth in Section 2.5 are
satisfied.
  “Maximum
Legal Rate” means the maximum nonusurious interest rate, if any, that at any
time or from time to time may be contracted for, taken, reserved, charged or
received on the indebtedness evidenced by the Notes and as provided for herein
or in the Notes or other Loan Documents, under the laws of such state or states
whose laws are held by any court of competent jurisdiction to govern the
interest rate provisions hereof.
  -10-
 “Mortgage”
means the mortgage recorded against the Collateral Asset which shall be in the
form attached hereto as Exhibit H and made a
part hereof, as such document may be hereafter amended and/or restated from time
to time.
  “Multiemployer
Plan” means a Plan maintained pursuant to a collective bargaining agreement or
any other arrangement to which GPLP or any member of the Controlled Group is a
party to which more than one employer is obligated to make
contributions.
  “Net
Mark-to-Market Exposure” of a Person means, as of any date of determination, the
excess (if any) of all unrealized losses over all unrealized profits of such
Person arising from Rate Management Transactions or any other Financial
Contract.  “Unrealized losses” means the fair market value of the cost
to such Person of replacing such Rate Management Transaction or other Financial
Contract as of the date of determination (assuming the Rate Management
Transaction or other Financial Contract were to be terminated as of that date),
and “unrealized profits” means the fair market value of the gain to such Person
of replacing such Rate Management Transaction or other Financial Contract as of
the date of determination (assuming such Rate Management Transaction or other
Financial Contract were to be terminated as of that date).
  “Non-U.S.
Lender” is defined in Section
3.5(iv).
  “Note”
means a promissory note, in substantially the form of Exhibit A hereto,
duly executed by the Borrower and payable to the order of a Lender in the amount
of its Commitment, including any amendment, modification, renewal or replacement
of such promissory note.
  “Notice
of Assignment” is defined in Section
12.3.2.
  “Obligations”
means the Advances, all accrued and unpaid interest and Fees, all amounts due to
the Lenders under the Cash Flow Hedge and all other obligations of Borrower to
the Administrative Agent or the Lenders arising under this Agreement or any of
the other Loan Documents, provided that payment of any amounts due to Lenders
under the Cash Flow Hedge shall be subordinate to the prior repayment in full of
all other Obligations and any amounts recovered on account of the Obligations
pursuant to the Security Documents or any other Loan Documents shall be applied
to repayment of such other Obligations prior to application to the amounts due
to Lenders under the Cash Flow Hedge.
  “Other
Taxes” is defined in Section
3.5(ii).
  “Outparcels”
shall mean those unimproved parcels held for sale or lease located on the
perimeter of the Collateral Asset as shown on Exhibit D
attached hereto.
  “Outstanding
Loan Amount” means, as of any date, the aggregate amount of Advances which have
been funded and have not been repaid as of such date.
  “Participants”
is defined in Section
12.2.1.
  “Parent
Entities” means Glimcher Realty Trust and Glimcher Properties
Corporation.
  -11-
 “Payment
Date” means, with respect to the payment of interest accrued on any Advance, the
fifteenth day of each calendar month.
  “PBGC”
means the Pension Benefit Guaranty Corporation or any successor
thereto.
  “Percentage”
means for each Lender the ratio that such Lender’s Commitment bears to the
Aggregate Commitment, expressed as a percentage.
  “Person”
means any natural person, corporation, firm, joint venture, partnership,
association, enterprise, trust or other entity or organization, or any
government or political subdivision or any agency, department or instrumentality
thereof.
  “Plan”
means an employee pension benefit plan which is covered by Title IV of ERISA or
subject to the minimum funding standards under Section 412 of the Code as to
which the Borrower or any member of the Controlled Group may have any
liability.
  “Preferred
Dividends” means, with respect to any entity, dividends or other distributions
which are payable to holders of any ownership interests in such entity which
entitle the holders of such ownership interests to be paid on a preferred basis
prior to dividends or other distributions to the holders of other types of
ownership interests in such entity.
  “Prime
Rate” means a rate per annum equal to the prime rate of interest publicly
announced from time to time by KeyBank or its parent as its prime rate (which is
not necessarily the lowest rate charged to any customer), changing when and as
said prime rate changes.  In the event that there is a successor to
the Administrative Agent by merger, or the Administrative Agent assigns its
duties and obligations to an Affiliate, then the term “Prime Rate” as used in
this Agreement shall mean the prime rate, base rate or other analogous rate of
the new Administrative Agent.
  “Project”
means any real estate asset owned by GPLP or the Borrower and operated or
intended to be operated as a retail property.
  “Property”
of a Person means any and all property, whether real, personal, tangible,
intangible, or mixed, of such Person, or other assets owned, leased or operated
by such Person.
  “Purchasers”
is defined in Section
12.3.1.
  “Rate
Management Transaction” means any transaction (including an agreement with
respect thereto) now existing or hereafter entered into by GPLP or the Borrower
which is a rate swap, basis swap, forward rate transaction, commodity swap,
commodity option, equity or equity index swap, equity or equity index option,
bond option, interest rate option, foreign exchange transaction, cap
transaction, floor transaction, collar transaction, forward transaction,
currency swap transaction, cross-currency rate swap transaction, currency option
or any other similar transaction (including any option with respect to any of
these transactions) or any combination thereof, whether linked to one or more
interest rates, foreign currencies, commodity prices, equity prices or other
financial measures.
  -12-
 “Recourse
Indebtedness” means any Indebtedness of GPLP or any other member of the
Consolidated Group with respect to which the liability of the obligor is not
limited to the obligor’s interest in specified assets securing such
Indebtedness, subject to customary limited exceptions for certain acts or types
of liability.
  “Regulation
D” means Regulation D of the Board of Governors of the Federal Reserve System as
from time to time in effect and any successor thereto or other regulation or
official interpretation of said Board of Governors relating to reserve
requirements applicable to member banks of the Federal Reserve
System.
  “Regulation
U” means Regulation U of the Board of Governors of the Federal Reserve System as
from time to time in effect and any successor or other regulation or official
interpretation of said Board of Governors relating to the extension of credit by
banks for the purpose of purchasing or carrying margin stocks applicable to
member banks of the Federal Reserve System.
  “Reportable
Event” means a reportable event as defined in Section 4043 of ERISA and the
regulations issued under such section, with respect to a Plan, excluding,
however, such events as to which the PBGC by regulation waived the requirement
of Section 4043(a) of ERISA that it be notified within 30 days of the occurrence
of such event, provided, however, that a failure to meet the minimum funding
standard of Section 412 of the Code and of Section 302 of ERISA shall be a
Reportable Event regardless of the issuance of any such waiver of the notice
requirement in accordance with either Section 4043(a) of ERISA or Section 412(d)
of the Code.
  “Required
Lenders” means Lenders in the aggregate having at least 66 2/3% of the Aggregate
Commitment or, if the Aggregate Commitment has been terminated, Lenders in the
aggregate holding at least 66 2/3% of the Outstanding Loan Amount.
  “Reserve
Requirement” means, with respect to a LIBOR Rate Loan and LIBOR Interest Period,
that percentage (expressed as a decimal) which is in effect on such day, as
prescribed by the Federal Reserve Board or other governmental authority or
agency having jurisdiction with respect thereto for determining the maximum
reserves (including, without limitation, basic, supplemental, marginal and
emergency reserves) for eurocurrency funding (currently referred to as
“Eurocurrency Liabilities” in Regulation D) maintained by a member bank of the
Federal Reserve System.
  “Section”
means a numbered section of this Agreement, unless another document is
specifically referenced.
  “Security
Documents” means the collective reference to the Mortgage, the Account
Agreement, the UCC Financing Statements, and all other security documents
hereafter delivered to the Administrative Agent granting a Lien on any asset or
assets of any Person to secure the obligations and liabilities of the Borrower
hereunder and under any of the other Loan Documents or to secure any guarantee
of any such obligations and liabilities.
  “Single
Employer Plan” means a Plan maintained by GPLP or any member of the Controlled
Group for employees of GPLP or any member of the Controlled Group.
  -13-
 “Subsidiary”
of a Person means (i) any corporation more than 50% of the outstanding
securities having ordinary voting power of which shall at the time be owned or
controlled, directly or indirectly, by such Person or by one or more of its
Subsidiaries or by such Person and one or more of its Subsidiaries, or (ii) any
partnership, association, joint venture or similar business organization more
than 50% of the ownership interests having ordinary voting power of which shall
at the time be so owned or controlled.  Unless otherwise expressly
provided, all references herein to a “Subsidiary” shall mean a Subsidiary of
GPLP.
  “Substantial
Portion” means, with respect to the Property of GPLP and its Subsidiaries,
Property which represents more than 10% of then-current Total Asset
Value.
  “Taxes”
means any and all present or future taxes, duties, levies, imposts, deductions,
charges or withholdings, and any and all liabilities with respect to the
foregoing, but excluding Excluded Taxes and Other Taxes.
  “Total
Asset Value” shall have the same meaning given to such term under the GPLP
Revolver as of the Agreement Execution Date, with such amendments to such
meaning as may be approved from time to time by the Required Lenders
hereunder.
  “Transferee”
is defined in Section
12.4.
  “Type”
means, with respect to any Advance, its nature as a Floating Rate Advance or
LIBOR Rate Advance.
  “Unfunded
Liabilities” means the amount (if any) by which the present value of all vested
nonforfeitable benefits under all Single Employer Plans exceeds the fair market
value of all such Plan assets allocable to such benefits, all determined as of
the then most recent valuation date for such Plans.
  “Unmatured
Default” means an event which but for the lapse of time or the giving of notice,
or both, would constitute a Default.
  “Wholly-Owned
Subsidiary” of a Person means (i) any Subsidiary all of the outstanding voting
securities of which shall at the time be owned or controlled, directly or
indirectly, by such Person or one or more Wholly-Owned Subsidiaries of such
Person, or by such Person and one or more Wholly-Owned Subsidiaries of such
Person, or (ii) any partnership, association, joint venture or similar business
organization 100% of the ownership interests having ordinary voting power of
which shall at the time be so owned or controlled.
  The
foregoing definitions shall be equally applicable to both the singular and
plural forms of the defined terms.
  ARTICLE
II
  THE
CREDIT
  2.1           Generally .  Subject
to the terms and conditions of this Agreement, Lenders severally agree to make a
single initial Advance through the Administrative Agent to
Borrower.  Such single Advance shall be in an amount equal to the
lowest of (i) the Aggregate Commitment, (ii) 60% of the Appraised Value or (iii)
the Outstanding Loan Amount that would cause the Collateral Asset DSCR as of the
date of such Advance to equal 1.45 to 1.00.
  -14-
  Each
Lender shall fund its Percentage of such initial Advance and no Lender will be
required to fund any amounts which would exceed such Lender’s
Commitment.  This facility (“Facility”) is not a
revolving credit facility and, therefore, notwithstanding repayment of all or
any portion of such Advance, the Borrower shall have no right to reborrow
Advances thereafter.  For convenience, portions of such single initial
disbursement bearing different interest rates are referred to herein as
“Advances” but such reference shall not be deemed in any way to create such a
revolving credit facility.
  2.2           Ratable
Advances .  The
initial Advance hereunder shall consist of Loans made from the several Lenders
ratably in proportion to the ratio their respective Commitments bear to the
Aggregate Commitment and may be Floating Rate Advances, LIBOR Rate Advances or a
combination thereof, selected by the Borrower in accordance with Section
2.7.
  2.3           Final Principal
Payment .  Any
outstanding Advances and all other unpaid Obligations shall be paid in full by
the Borrower on the Maturity Date.
  2.4           Fees .  The
Borrower agrees to pay such fees as may be due to the Administrative Agent under
that certain fee letter dated August 20, 2008 (the “Fees”) on the due
dates provided for therein.
  2.5           Extension of Maturity
Date .  The
Borrower shall have one (1) option to extend the Maturity Date for a period of
twelve (12) months (the “Extension Option”),
upon satisfaction of the following conditions precedent:
  (a)           As
of the date that Borrower has delivered notice of its intent to exercise the
Extension Option, and as of the then-current Maturity Date, no Default or
Unmatured Default shall have occurred and be continuing and Borrower shall so
certify in writing;
  (b)           Borrower
shall provide Administrative Agent with written notice of its intent to exercise
the Extension Option not less than forty-five (45) days prior to the Maturity
Date;
  (c)           Administrative
Agent shall have received an updated Appraisal dated not more than one hundred
twenty (120) days prior to the initial Maturity Date evidencing a then-current
Collateral Asset LTV of not more than 60%, or if the then-current Collateral
Asset Value is 60% or greater, prior to the exercise of such Extension Option
Borrower shall have made sufficient repayments of the Advances so that the
Outstanding Loan Amount as of such date shall result in a Collateral Asset LTV
of not more than 60%; and
  (d)           Not
later than the date the Extension Option is exercised, Administrative Agent is
paid a fee for the ratable benefit of the then-current Lenders equal to one
quarter of one percent (0.25%) of the then-current  Outstanding Loan
Amount.
  -15-
 2.6           Optional Prepayments;
Mandatory Prepayments .
  (a)           The
Borrower may, upon at least one (1) Business Day’s notice to the Administrative
Agent, prepay all or any portion of the Advances, which notice shall specify the
date and amount of prepayment and whether the prepayment is of LIBOR Rate
Advances or Floating Rate Advances, or a combination thereof, and if a
combination thereof, the amount allocable to each; provided, however, that (i)
any partial prepayment under this Subsection shall be in an amount not less than
$1,000,000 or a whole multiple of $100,000 in excess thereof and; (ii) any LIBOR
Rate Advance prepaid on any day other than the last day of the applicable LIBOR
Interest Period must be accompanied by any amounts payable pursuant to Section
3.4.  Upon receipt of any such notice the Administrative Agent
shall promptly notify each Lender thereof.  If any such notice is
given, the amount specified in such notice shall be due and payable on the date
specified therein, together with any amounts payable pursuant to Section
3.4.
  (b)           If
the Administrative Agent believes that there has been a material decrease in the
value of the Collateral Asset since the date of the last Appraisal, the
Administrative Agent may obtain an updated Appraisal from time to time during
the term of the Facility provided that such updated Appraisals shall not be
obtained more often than once in any twelve (12) month
period.  Borrower shall pay the cost of each such updated Appraisal
promptly after receipt of an invoice thereon.  If any such updated
Appraisal indicates an Appraised Value that results in a Collateral Asset LTV in
excess of 60%, Borrower shall, within ten (10) days after written notice from
the Administrative Agent, prepay a portion of the Outstanding Loan Amount
sufficient to reduce the Collateral Asset LTV to 60%.  The failure of
the Borrower to make any prepayment as required under this subsection shall
constitute a Default under this Agreement.  Each prepayment required
to be made under this subsection shall include any amounts payable pursuant to
Section
3.4.  Such prepayment shall be applied first to Floating Rate
Advances and then to LIBOR Rate Advances.
  (c)           The
Obligations shall be “non-recourse” to the Borrower, and the Borrower shall not
be liable personally to pay any of the Obligations accruing hereunder or under
the other Loan Documents, it being agreed that Lender and its successors and
assigns shall look solely to the Collateral Asset and the rents, issues, profits
and avails thereof and to any other security given to secure the obligations
hereunder and under the other Loan Documents, including without limitation the
personal liability of GPLP under the Guaranties, the Environmental Indemnity,
the Account Agreement and any other Loan Documents executed by GPLP in its
individual capacity.
  2.7           Method of Selecting Types
and Interest Periods .  The
Borrower shall select the Type of each Advance comprising the initial
disbursement hereunder and, in the case of each LIBOR Rate Advance, the Interest
Period applicable to such Advance from time to time.  Notwithstanding
anything else herein to the contrary, the Borrower shall only be permitted to
select the Floating Rate Advance when a LIBOR Rate Advance is not available. The
Borrower shall give the Administrative Agent irrevocable notice (a “Borrowing Notice”) in
the form attached as Exhibit G hereto
(i) not later than 1:00 p.m. Cleveland time on the Business Day immediately
preceding the Borrowing Date of each Floating Rate Advance, and (ii) not later
than noon Cleveland time, at least three (3) Business Days before the Borrowing
Date for each LIBOR Rate Advance:
  -16-
 (i)           the
Borrowing Date, which shall be a Business Day, of such Advance,
  (ii)           the
aggregate amount of such Advance,
  (iii)           the
Type of Advance selected, and
  (iv)           in
the case of each LIBOR Rate Advance, the LIBOR Interest Period applicable
thereto.
  Each
Lender shall make available its Loan or Loans, in funds immediately available in
Cleveland to the Administrative Agent at its address specified pursuant to Article XIII on
each Borrowing Date not later than (i) 11:00 a.m. (Cleveland time), in the
case of Floating Rate Advances which have been requested by a Borrowing Notice
given to the Administrative Agent not later than 1:00 p.m. (Cleveland time)
on the Business Day immediately preceding such Borrowing Date, or (ii) noon
(Cleveland time) in the case of all other Advances.  The
Administrative Agent will make the funds so received from the Lenders available
to the Borrower at the Administrative Agent’s aforesaid address.
  No
Interest Period may end after the Maturity Date and, unless the Lenders
otherwise agree in writing, in no event may there be more than six (6) different
Interest Periods for LIBOR Rate Advances outstanding at any one
time.
  2.8           Conversion and Continuation
of Outstanding Advances .  Floating
Rate Advances shall continue as Floating Rate Advances unless and until such
Floating Rate Advances are converted into LIBOR Rate Advances.  Each
LIBOR Rate Advance shall continue as a LIBOR Rate Advance until the end of the
then applicable LIBOR Interest Period therefor, at which time such LIBOR Rate
Advance shall be automatically renew as a LIBOR Rate Advance with a one month
LIBOR Interest Period unless the Borrower shall have given the Administrative
Agent a Conversion/Continuation Notice requesting that, at the end of such LIBOR
Interest Period, such LIBOR Rate Advance continue as a LIBOR Rate Advance for a
different Interest Period.  Subject to the terms of Section 2.7, the
Borrower may elect from time to time to convert all or any part of an Advance of
any Type into any other Type or Types of Advances; provided that any conversion
of any LIBOR Rate Advance shall be made on, and only on, the last day of the
Interest Period applicable thereto.  The Borrower shall give the
Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of
each conversion of an Advance to a LIBOR Rate Advance or continuation of a LIBOR
Rate Advance not later than 11:00 a.m. (Cleveland time), at least three Business
Days, in the case of a conversion into or continuation of a LIBOR Rate Advance,
prior to the date of the requested conversion or continuation,
specifying:
  (i)           the
requested date which shall be a Business Day, of such conversion or
continuation;
  (ii)           the
aggregate amount and Type of the Advance which is to be converted or continued;
and
  (iii)           the
amount and Type(s) of Advance(s) into which such Advance is to be converted or
continued and, in the case of a conversion into or continuation of a LIBOR Rate
Advance, the duration of the LIBOR Interest Period applicable
thereto.
  -17-
 2.9           Changes in Interest Rate,
Etc .  Each
Floating Rate Advance shall bear interest on the outstanding principal amount
thereof, for each day from and including the date such Advance is made or is
converted from a LIBOR Rate Advance into a Floating Rate Advance pursuant to
Section 2.8 to
but excluding the date it becomes due or is converted into a LIBOR Rate Advance
pursuant to Section
2.8 hereof, at a rate per annum equal to the Floating Rate for such
day.  Changes in the rate of interest on that portion of any Advance
maintained as a Floating Rate Advance will take effect simultaneously with each
change in the Alternate Base Rate.  Each LIBOR Rate Advance shall bear
interest from and including the first day of the LIBOR Interest Period
applicable thereto to (but not including) the last day of such LIBOR Interest
Period at the interest rate determined as applicable to such LIBOR Rate
Advance.
  2.10           Rates Applicable After
Default .  Notwithstanding
anything to the contrary contained in Section 2.7 or 2.8, during the
continuance of a Default the Required Lenders may, at their option, by notice to
the Borrower (which notice may be revoked at the option of the Required Lenders
notwithstanding any provision of Section 8.2 requiring
unanimous consent of the Lenders to changes in interest rates), declare that no
Advance may be converted into or continued as a LIBOR Rate
Advance.  During the continuance of a Default the Required Lenders
may, at their option, by notice to the Borrower (which notice may be revoked at
the option of the Required Lenders notwithstanding any provision of Section 8.2 requiring
unanimous consent of the Lenders to changes in interest rates), declare that the
Default Rate shall apply, provided, however, that the Default Rate shall become
applicable automatically if a Default occurs under Section 7.7 or 7.8, unless waived by
the Required Lenders.
  2.11           Method of
Payment .  All
payments of the Obligations hereunder shall be made, without setoff, deduction,
or counterclaim, in immediately available funds to the Administrative Agent at
the Administrative Agent’s address specified pursuant to Article XIII, or
at any other Lending Installation of the Administrative Agent specified in
writing at least three (3) Business Days in advance by the Administrative Agent
to the Borrower, by noon (Cleveland time) on the date when due and shall be
applied ratably by the Administrative Agent among the Lenders.  As
provided elsewhere herein, all Lenders’ interests in the Advances and the Loan
Documents shall be ratable undivided interests and none of such Lenders’
interests shall have priority over the others.  Each payment delivered
to the Administrative Agent for the account of any Lender or amount to be
applied or paid by the Administrative Agent to any Lender shall be paid promptly
(on the same day as received by the Administrative Agent if received prior to
noon (Cleveland time) on such day and otherwise on the next Business Day) by the
Administrative Agent to such Lender in the same type of funds that the
Administrative Agent received at its address specified pursuant to Article XIII or at
any Lending Installation specified in a notice received by the Administrative
Agent from such Lender.  Payments received by the Administrative Agent
but not timely funded to the Lenders shall bear interest payable by the
Administrative Agent at the Federal Funds Effective Rate from the date due until
the date paid.  The Administrative Agent is hereby authorized to
charge the account of the Borrower maintained with KeyBank for each payment of
principal, interest and fees as it becomes due hereunder.
  -18-
 2.12           Notes; Telephonic
Notices .  Each
Lender is hereby authorized to record the principal amount of each of its Loans
and each repayment on the schedule attached to its Note, provided, however, that
the failure to so record shall not affect the Borrower’s obligations under such
Note.  The Borrower hereby authorizes the Lenders and the
Administrative Agent to extend, convert or continue Advances, effect selections
of Types of Advances and to transfer funds based on written notices made by any
Authorized Officer and Borrower agrees to deliver promptly to the Administrative
Agent such written notice.  The Administrative Agent will at the
request of the Borrower, from time to time, but not more often than monthly,
provide notice of the amount of the outstanding Aggregate Commitment, the Type
of Advance, and the applicable interest rate, if for a LIBOR Rate
Advance.  Upon a Lender’s furnishing to Borrower an affidavit to such
effect, if a Note is mutilated, destroyed, lost or stolen, Borrower shall
deliver to such Lender, in substitution therefore, a new note containing the
same terms and conditions as such Note being replaced.
  2.13           Interest Payment Dates;
Interest and Fee Basis .  Interest
accrued on each Advance shall be payable on each Payment Date, commencing with
the first such date to occur after the date hereof, at maturity, whether by
acceleration or otherwise.  Interest and Fees shall be calculated for
actual days elapsed on the basis of a 360-day year.  Interest shall be
payable for the day an Advance is made but not for the day of any payment on the
amount paid if payment is received prior to noon (Cleveland time) at the place
of payment.  If any payment of principal of or interest on an Advance
shall become due on a day which is not a Business Day, such payment shall be
made on the next succeeding Business Day and, in the case of a principal
payment, such extension of time shall be included in computing interest in
connection with such payment.
  2.14           Notification of Advances,
Interest Rates and Prepayments .  The
Administrative Agent will notify each Lender of the contents of each Borrowing
Notice, Conversion/Continuation Notice, and repayment notice received by it
hereunder not later than the close of business on the Business Day such notice
is received by the Administrative Agent.  The Administrative Agent
will notify each Lender of the interest rate applicable to each LIBOR Rate
Advance promptly upon determination of such interest rate and will give each
Lender prompt notice of each change in the Alternate Base Rate.
  2.15           Lending
Installations .  Each
Lender may book its Loans at any Lending Installation selected by such Lender
and may change its Lending Installation from time to time.  All terms
of this Agreement shall apply to any such Lending Installation and the Notes
shall be deemed held by each Lender for the benefit of such Lending
Installation.  Each Lender may, by written or telex notice at least
three (3) Business Days in advance to the Administrative Agent and the Borrower,
designate a Lending Installation through which Loans will be made by it and for
whose account Loan payments are to be made.
  2.16           Non-Receipt of Funds by the
Administrative Agent .  Unless
the Borrower or a Lender, as the case may be, notifies the Administrative Agent
prior to the time at which it is scheduled to make payment to the Administrative
Agent of (i) in the case of a Lender, the proceeds of a Loan or (ii) in the case
of the Borrower, a payment of principal, interest or fees to the Administrative
Agent for the account of the Lenders, that it does not intend to make such
payment, the Administrative Agent may assume that such payment has been
made.  The Administrative Agent may, but shall not be obligated to,
make the amount of such payment available to the intended recipient in reliance
upon such assumption.  If such Lender or the Borrower, as the case may
be, has not in fact made such payment to the Administrative Agent, the recipient
of such payment shall, on demand by the Administrative Agent, repay to the
Administrative Agent the amount so made available together with interest thereon
in respect of each day during the period commencing on the date such amount was
so made available by the Administrative Agent until the date the Administrative
Agent recovers such amount at a rate per annum equal to (i) in the case of
payment by a Lender, the Federal Funds Effective Rate for such day or (ii) in
the case of payment by the Borrower, the interest rate applicable to the
relevant Loan.  If such Lender so repays such amount and interest
thereon to the Administrative Agent within one Business Day after such demand,
all interest accruing on the Loan not funded by such Lender during such period
shall be payable to such Lender when received from the Borrower.
  -19-
 2.17           Replacement of Lenders under
Certain Circumstances .  The
Borrower shall be permitted to replace any Lender which (a) is not capable
of receiving payments without any deduction or withholding of United States
federal income tax pursuant to Section 3.5, or
(b) cannot maintain its LIBOR Rate Loans at a suitable Lending Installation
pursuant to Section 3.3,
with a replacement bank or other financial institution; provided that
(i) such replacement does not conflict with any applicable legal or
regulatory requirements affecting the Lenders, (ii) no Default or (after
notice thereof to the Borrower) no Unmatured Default  shall have
occurred and be continuing at the time of such replacement, (iii) the
Borrower shall repay (or the replacement bank or institution shall purchase, at
par) all Loans and other amounts owing to such replaced Lender prior to the date
of replacement, (iv) the Borrower shall be liable to such replaced Lender
under Sections 3.4 and
3.6 if any
LIBOR Rate Loan owing to such replaced Lender shall be prepaid (or purchased)
other than on the last day of the Interest Period relating thereto, (v) the
replacement bank or institution, if not already a Lender, and the terms and
conditions of such replacement, shall be reasonably satisfactory to the
Administrative Agent, (vi) the replaced Lender shall be obligated to make
such replacement in accordance with the provisions of Section 12.3
(provided that the Borrower shall be obligated to pay the processing fee
referred to therein), (vii) until such time as such replacement shall be
consummated, the Borrower shall pay all additional amounts (if any) required
pursuant to Section 3.5 and
(viii) any such replacement shall not be deemed to be a waiver of any
rights which the Borrower, the Administrative Agent or any other Lender shall
have against the replaced Lender.
  2.18           Usury .  This
Agreement and each Note are subject to the express condition that at no time
shall Borrower be obligated or required to pay interest on the principal balance
of the Loan at a rate which could subject any Lender to either civil or criminal
liability as a result of being in excess of the Maximum Legal
Rate.  If by the terms of this Agreement or the Loan Documents,
Borrower is at any time required or obligated to pay interest on the principal
balance due hereunder at a rate in excess of the Maximum Legal Rate, the
interest rate or the Default Rate, as the case may be, shall be deemed to be
immediately reduced to the Maximum Legal Rate and all previous payments in
excess of the Maximum Legal Rate shall be deemed to have been payments in
reduction of principal and not on account of the interest due
hereunder.  All sums paid or agreed to be paid to Lender for the use,
forbearance, or detention of the sums due under the Loan, shall, to the extent
permitted by applicable law, be amortized, prorated, allocated, and spread
throughout the full stated term of the Loan until payment in full so that the
rate or amount of interest on account of the Loan does not exceed the Maximum
Legal Rate of interest from time to time in effect and applicable to the Loan
for so long as the Loan is outstanding.
  -20-
 ARTICLE
III
  CHANGE IN
CIRCUMSTANCES
  3.1           Yield
Protection .  If,
on or after the date of this Agreement, the adoption of any law or any
governmental or quasi-governmental rule, regulation, policy, guideline or
directive (whether or not having the force of law), or any change in the
interpretation or administration thereof by any governmental or
quasi-governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Lender or
applicable Lending Installation with any request or directive (whether or not
having the force of law) of any such authority, central bank or comparable
agency:
  (i)           subjects
any Lender or any applicable Lending Installation to any Taxes, or changes the
basis of taxation of payments (other than with respect to Excluded Taxes) to any
Lender in respect of its LIBOR Rate Loans, or
  (ii)           imposes
or increases or deems applicable any reserve, assessment, insurance charge,
special deposit or similar requirement against assets of, deposits with or for
the account of, or credit extended by, any Lender or any applicable Lending
Installation (other than the Reserve Requirement and any other reserves and
assessments taken into account in determining the interest rate applicable to
LIBOR Rate Advances), or
  (iii)           imposes
any other condition the direct result of which is to increase the cost to any
Lender or any applicable Lending Installation of making, funding or maintaining
its LIBOR Rate Loans, or reduces any amount receivable by any Lender or any
applicable Lending Installation in connection with its LIBOR Rate Loans, or
requires any Lender or any applicable Lending Installation to make any payment
calculated by reference to the amount of LIBOR Rate Loans, by a material
amount.
  and the
result of any of the foregoing is to increase the cost to such Lender or
applicable Lending Installation, as the case may be, of making or maintaining
its LIBOR Rate Loans or Commitment or to reduce the return received by such
Lender or applicable Lending Installation in connection with such LIBOR Rate
Loans or Commitment, then, within 15 days of demand by such Lender, the Borrower
shall pay such Lender such additional amount or amounts as will compensate such
Lender for such increased cost or reduction in amount received.
  3.2           Changes in Capital Adequacy
Regulations .  If
a Lender in good faith determines the amount of capital required or expected to
be maintained by such Lender, any Lending Installation of such Lender or any
corporation controlling such Lender  is increased as a result of a
Change (as hereinafter defined), then, within 15 days of demand by such Lender,
the Borrower shall pay such Lender the amount necessary to compensate for any
shortfall in the rate of return on the portion of such increased capital which
such Lender in good faith determines is attributable to this Agreement, its
outstanding credit exposure hereunder or its obligation to make Loans hereunder
(after taking into account such Lender’s policies as to capital
adequacy).  “Change” means
(i) any change after the date of this Agreement in the Risk-Based Capital
Guidelines (as hereinafter defined) or (ii) any adoption of or change in
any other law, governmental or quasi-governmental rule, regulation, policy,
guideline, interpretation, or directive (whether or not having the force of law)
after the date of this Agreement which affects the amount of capital required or
expected to be maintained by any Lender or any Lending Installation or any
corporation controlling any Lender.  “Risk-Based Capital
Guidelines” means (i) the risk-based capital guidelines in effect in
the United States on the date of this Agreement, including transition rules, and
(ii) the corresponding capital regulations promulgated by regulatory
authorities outside the United States implementing the July 1988 report of the
Basle Committee on Banking Regulation and Supervisory Practices Entitled
“International Convergence of Capital Measurements and Capital Standards,”
including transition rules, and any amendments to such regulations adopted prior
to the date of this Agreement.
  -21-
 3.3           Availability of Types of
Advances .  If
any Lender in good faith determines that maintenance of any of its LIBOR Rate
Loans at a suitable Lending Installation would violate any applicable law, rule,
regulation or directive, whether or not having the force of law, the
Administrative Agent shall, with written notice to Borrower, suspend the
availability of the affected Type of Advance and require any LIBOR Rate Advances
of the affected Type to be repaid; or if the Required Lenders in good faith
determine that (i) deposits of a type or maturity appropriate to match fund
LIBOR Rate Advances are not available, the Administrative Agent shall, with
written notice to Borrower, suspend the availability of the affected Type of
Advance with respect to any LIBOR Rate Advances made after the date of any such
determination, or (ii) an interest rate applicable to a Type of Advance
does not accurately reflect the cost of making a LIBOR Rate Advance of such
Type, then, if for any reason whatsoever the provisions of Section 3.1 are
inapplicable, the Administrative Agent shall, with written notice to Borrower,
suspend the availability of the affected Type of Advance with respect to any
LIBOR Rate Advances made after the date of any such determination.  If
the Borrower is required to so repay a LIBOR Rate Advance, the Borrower may
concurrently with such repayment borrow from the Lenders, in the amount of such
repayment, a Loan bearing interest at the Floating Rate.
  3.4           Funding
Indemnification.  If
any payment of a ratable LIBOR Rate Advance occurs on a date which is not the
last day of the applicable Interest Period, whether because of acceleration,
prepayment or otherwise, or a ratable LIBOR Rate Advance is not made on the date
specified by the Borrower for any reason other than default by the Lenders or as
a result of unavailability pursuant to Section 3.3, the
Borrower will indemnify each Lender for any loss or cost incurred by it
resulting therefrom, including, without limitation, any loss or cost (incurred
or expected to be incurred) in liquidating or employing deposits acquired to
fund or maintain the ratable LIBOR Rate Advance and shall pay all such losses or
costs within fifteen (15) days after written demand
therefor.
  3.5           Taxes .
  (i)           All
payments by the Borrower to or for the account of any Lender or the
Administrative Agent hereunder or under any Note shall be made free and clear of
and without deduction for any and all Taxes.  If the Borrower shall be
required by law to deduct any Taxes from or in respect of any sum payable
hereunder to any Lender or the Administrative Agent, (a) the sum payable
shall be increased as necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section 3.5) such
Lender or the Administrative Agent (as the case may be) receives an amount equal
to the sum it would have received had no such deductions been made, (b) the
Borrower shall make such deductions, (c) the Borrower shall pay the full amount
deducted to the relevant authority in accordance with applicable law and (d) the
Borrower shall furnish to the Administrative Agent the original copy of a
receipt evidencing payment thereof within 30 days after such payment is
made.
  -22-
 (ii)           In
addition, the Borrower hereby agrees to pay any present or future stamp or
documentary taxes and any other excise or property taxes, charges or similar
levies which arise from any payment made hereunder or under any Note or from the
execution or delivery of, or otherwise with respect to, this Agreement or any
Note (“Other Taxes”).
  (iii)           The
Borrower hereby agrees to indemnify the Administrative Agent and each Lender for
the full amount of Taxes or Other Taxes (including, without limitation, any
Taxes or Other Taxes imposed on amounts payable under this Section 3.5) paid by
the Administrative Agent or such Lender and any liability (including penalties,
interest and expenses) arising therefrom or with respect
thereto.  Payments due under this indemnification shall be made within
30 days of the date the Administrative Agent or such Lender makes demand
therefor pursuant to Section
3.6.
  (iv)           Each
Lender that is not incorporated under the laws of the United States of America
or a state thereof (each a “Non-U.S. Lender”) agrees that it will, not more than
ten Business Days after the Agreement Execution Date, (i) deliver to each of the
Borrower and the Administrative Agent two duly completed copies of United States
Internal Revenue Service Form W-8BEN or W-8ECI, certifying in either case that
such Lender is entitled to receive payments under this Agreement without
deduction or withholding of any United States federal income taxes, and (ii)
deliver to each of the Borrower and the Administrative Agent a United States
Internal Revenue Form W-8 or W-9, as the case may be, and certify that it is
entitled to an exemption from United States backup withholding
tax.  Each Non-U.S. Lender further undertakes to deliver to each of
the Borrower and the Administrative Agent (x) renewals or additional copies of
such form (or any successor form) on or before the date that such form expires
or becomes obsolete, and (y) after the occurrence of any event requiring a
change in the most recent forms so delivered by it, such additional forms or
amendments thereto as may be reasonably requested by the Borrower or the
Administrative Agent.  All forms or amendments described in the
preceding sentence shall certify that such Lender is entitled to receive
payments under this Agreement without deduction or withholding of any United
States federal income taxes, unless an event (including without limitation any
change in treaty, law or regulation) has occurred prior to the date on which any
such delivery would otherwise be required which renders all such forms
inapplicable or which would prevent such Lender from duly completing and
delivering any such form or amendment with respect to it and such Lender advises
the Borrower and the Administrative Agent that it is not capable of receiving
payments without any deduction or withholding of United States federal income
tax.
  -23-
 (v)           For
any period during which a Non-U.S. Lender has failed to provide the Borrower
with an appropriate form pursuant to clause (iv), above (unless such failure is
due to a change in treaty, law or regulation, or any change in the
interpretation or administration thereof by any governmental authority,
occurring subsequent to the date on which a form originally was required to be
provided), such Non-U.S. Lender shall not be entitled to indemnification under
this Section
3.5 with respect to Taxes imposed by the United States.
  (vi)           Any
Lender that is entitled to an exemption from or reduction of withholding tax
with respect to payments under this Agreement or any Note pursuant to the law of
any relevant jurisdiction or any treaty shall deliver to the Borrower (with a
copy to the Administrative Agent), at the time or times prescribed by applicable
law, such properly completed and executed documentation prescribed by applicable
law as will permit such payments to be made without withholding or at a reduced
rate following receipt of such documentation.
  (vii)           If
the U.S. Internal Revenue Service or any other governmental authority of the
United States or any other country or any political subdivision thereof asserts
a claim that the Administrative Agent did not properly withhold tax from amounts
paid to or for the account of any Lender (because the appropriate form was not
delivered or properly completed, because such Lender failed to notify the
Administrative Agent of a change in circumstances which rendered its exemption
from withholding ineffective, or for any other reason), such Lender shall
indemnify the Administrative Agent fully for all amounts paid, directly or
indirectly, by the Administrative Agent as tax, withholding therefor, or
otherwise, including penalties and interest, and including taxes imposed by any
jurisdiction on amounts payable to the Administrative Agent under this
subsection, together with all costs and expenses related thereto (including
attorneys fees and time charges of attorneys for the Administrative Agent, which
attorneys may be employees of the Administrative Agent).  The
obligations of the Lenders under this Section 3.5(vii)
shall survive the payment of the Obligations and termination of this Agreement
and any such Lender obligated to indemnify the Administrative Agent shall not be
entitled to indemnification from the Borrower with respect to such amounts,
whether pursuant to this Article or otherwise,
except to the extent the Borrower participated in the actions giving rise to
such liability.
  3.6           Lender Statements; Survival
of Indemnity .  To
the extent reasonably possible, each Lender shall designate an alternate Lending
Installation with respect to its LIBOR Rate Loans to reduce any liability of the
Borrower to such Lender under Sections 3.1, 3.2 and
3.5 or to avoid the unavailability of LIBOR Rate Advances under Section 3.3, so long
as such designation is not, in the reasonable judgment of such Lender,
disadvantageous to such Lender.  Each Lender shall deliver a written
statement of such Lender to the Borrower (with a copy to the Administrative
Agent) as to the amount due, if any, under Sections 3.1, 3.2, 3.4 or
3.5.  Such written statement shall set forth in reasonable
detail the calculations upon which such Lender determined such amount and shall
be final, conclusive and binding on the Borrower in the absence of manifest
error.  Determination of amounts payable under such Sections in
connection with a LIBOR Rate Loan shall be calculated as though each Lender
funded its LIBOR Rate Loan through the purchase of a deposit of the type and
maturity corresponding to the deposit used as a reference in determining the
LIBOR Rate applicable to such Loan, whether in fact that is the case or
not.  Unless otherwise provided herein, the amount specified in the
written statement of any Lender shall be payable on demand after receipt by the
Borrower of such written statement.  The obligations of the Borrower
under Sections 3.1,
3.2, 3.4 and
3.5 shall survive payment of the Obligations and termination of this
Agreement.
  -24-
 ARTICLE
      IV
  CONDITIONS
      PRECEDENT
  4.1           Initial
Advance. The
Lenders shall not be required to make the initial Advance hereunder unless (a)
the Borrower shall, prior to or concurrently with such initial Advance, have
paid all Fees then due and payable to the Lenders and the Administrative Agent
hereunder, and (b) the Borrower shall have furnished to the Administrative Agent
the following:
  (i)           The
duly executed originals of the Loan Documents, including the Notes, payable to
the order of each of the Lenders, this Agreement, the Guaranties, the
Environmental Indemnity and all of the Security Documents;
  (ii)           (A) Certificates
of good standing for GPLP and Borrower from their respective states of
organization, certified by the appropriate governmental officer and dated not
more than thirty (30) days prior to the Agreement Execution Date, and
(B) foreign qualification certificates for GPLP and Borrower, certified by
the appropriate governmental officer and dated not more than thirty (30) days
prior to the Agreement Execution Date, for each other jurisdiction where the
failure of GPLP or Borrower to so qualify or be licensed (if required) would
have a Material Adverse Effect;
  (iii)           Copies
of the formation documents (including code of regulations, if appropriate) of
GPLP and Borrower, certified by an officer of GPLP or Borrower, as appropriate,
together with all amendments thereto;
  (iv)           Incumbency
certificates, executed by officers of GPLP or the Parent Entities, which shall
identify by name and title and bear the signature of the Persons authorized to
sign the Loan Documents and to make borrowings hereunder on behalf of Borrower,
upon which certificate the Administrative Agent and the Lenders shall be
entitled to rely until informed of any change in writing by GPLP or
Borrower;
  (v)           Copies,
certified by a Secretary or an Assistant Secretary of the Parent Entities, of
the Board of Directors’ resolutions (and resolutions of other bodies, if any are
reasonably deemed necessary by counsel for the Administrative Agent) authorizing
the Advances provided for herein, with respect to the Borrower, and the
execution, delivery and performance of the Loan Documents to be executed and
delivered by the Borrower and GPLP hereunder;
  -25-
 (vi)           A
written opinion of Borrower’s and GPLP’s counsel, addressed to the Lenders in
substantially the form of Exhibit F hereto or
such other form as the Administrative Agent may reasonably approve;
  (vii)           A
written opinion from counsel in Minnesota, in form and substance satisfactory to
Administrative Agent, as to the enforceability of the Mortgage;
  (viii)          A
certificate, signed by an Authorized Officer of GPLP and Borrower, stating that
on the Borrowing Date no Default or Unmatured Default has occurred and is
continuing, there has been no Material Adverse Effect, and that all
representations and warranties of the Borrower are true and correct in all
material respects as of the Borrowing Date provided that such certificate is in
fact true and correct;
  (ix)           The
most recent financial statements of GPLP;
  (x)           UCC
financing statement, judgment, and tax lien searches with respect to Borrower
from its state of organization and the state in which the Collateral Asset is
located;
  (xi)           Written
money transfer instructions, addressed to the Administrative Agent and signed by
an Authorized Officer, together with such other related money transfer
authorizations as the Administrative Agent may have reasonably
requested;
  (xii)           Evidence
that all upfront fees due to each of the Lenders under the terms of their
respective commitment letters have been paid, or will be paid out of the
proceeds of the initial Advance hereunder;
  (xiii)           A
certificate from an Authorized Officer certifying that there is no event of
default under the GPLP Revolver;
  (xiv)           The
initial Appraisal of the Collateral Asset;
  (xv)           A
survey for the Collateral Asset certified as set forth in Schedule 5 attached
hereto to the Administrative Agent and in a form satisfactory to counsel for the
Administrative Agent;
  (xvi)           A
title policy with respect to the Collateral Asset complying with the
requirements set forth in Schedule 6 attached
hereto, showing no exceptions to title other than those permitted under the
Mortgage, except such as may be approved by the Administrative Agent, naming the
Administrative Agent for the benefit of the Lenders as the insured under such
policy and containing such endorsements as may be available in the applicable
jurisdiction and as the Administrative Agent may require.  The
Administrative Agent shall have received evidence satisfactory to it that all
premiums in respect of any endorsements, and all charges for mortgage recording
tax, if any, have been paid;
  -26-
 (xvii)          If
any portion of any buildings included in the Collateral Asset is located in an
area identified as a special flood hazard area by the Federal Emergency
Management Agency or other applicable agency, (i) a policy of flood insurance
which (A) covers any parcel of improved real property which is encumbered by the
Mortgage and (B) is written in an amount satisfactory to the Administrative
Agent or the maximum limit of coverage made available with respect to the
particular type of property under the Act, whichever is less, and (ii)
confirmation that the Owner has received the notice required pursuant to Section
208(e)(3) of Regulation H of the Board of Governors of the Federal Reserve
System.  To the extent the Collateral Asset is not located in an area
identified as a special flood hazard area by the Federal Emergency Management
Agency or other agency, the certification of the survey of the Collateral Asset
to be delivered pursuant to clause (xiv) above shall include confirmation of
such fact;
  (xviii)         Copies
of all recorded documents with respect to the Collateral Asset referred to, or
listed as exceptions to title in, the title policy referred to in Section 4.1(xvi) and
a copy, certified by such parties as the Administrative Agent may deem
appropriate, of all other documents materially affecting the Collateral Asset,
including without limitation copies of any leases with tenants
thereof;
  (xix)           The
results of a recent search by a Person satisfactory to the Administrative Agent,
of the Uniform Commercial Code, judgment and tax lien filings which may have
been filed with respect to personal property of Borrower used in connection with
the Collateral Asset and the results of such search shall be satisfactory to the
Administrative Agent;
  (xx)           
Evidence in form and substance reasonably satisfactory to it that all of the
requirements for insurance as set forth in Schedule 7 attached
hereto shall have been satisfied;
  (xxi)           The
Administrative Agent shall have received a current rent roll and current
operating statement for the Collateral Asset;
  (xxii)          The
most recent engineer’s report in Borrower’s possession on the condition of the
improvements upon the Collateral Asset;
  (xxiii)         A
current Phase I report and certification (or Phase II report and certification,
if required) for the Collateral Asset in form and substance reasonably
satisfactory to the Administrative Agent;
  (xxiv)         A
copy of each lease with a Major Tenant at the Collateral Asset;
  -27-
 (xxv)          From
each Major Tenant a Subordination, Non-Disturbance and Attornment Agreement for
execution by Administrative Agent on behalf of the Lenders, provided that the
Subordination, Non-Disturbance and Attornment Agreement with BH S&B Retail,
LLC will not be required to be delivered on the Agreement Execution Date but
must be delivered not later than thirty (30) days thereafter;
  (xxvi)         A
current estoppel certificate from each Major Tenant and estoppel certificates
from other tenants at the Collateral Asset representing, in the aggregate with
such Major Tenants that are not also Anchor Tenants, at least 70% of the portion
of the Collateral Asset which is not leased to Anchor Tenants, excluding any
portions of such area leased to temporary or seasonal tenants, in each case in
form and substance satisfactory to the Administrative Agent, provided that the
estoppel certificate from BH S&B Retail, LLC will not be required to be
delivered on the Agreement Execution Date but must be delivered not later than
thirty (30) days thereafter;
  (xxvii)        A
collateral assignment of interest rate protection product with respect to the
Cash Flow Hedge executed by Borrower in favor of the Administrative Agent for
the benefit of the Lenders together with a consent to such collateral assignment
from the provider of the Cash Flow Hedge, provided that delivery of such
collateral assignment and consent may be deferred for up to five (5) business
days beyond the Agreement Execution Date; and
  (xxviii)       Such
other documents as the Administrative Agent or its counsel may have reasonably
requested, the form and substance of which documents shall be reasonably
acceptable to the parties and their respective counsel.
  ARTICLE
V
  REPRESENTATIONS AND
WARRANTIES
  GPLP and
Borrower each represents and warrants to the Lenders, as of the Agreement
Execution Date, that:
  5.1           Existence.  GPLP
is a limited partnership duly organized and validly existing under the laws of
the State of Delaware, with its principal office in Columbus,
Ohio.  Borrower is a limited liability company duly organized and
validly existing under the laws of the applicable state shown on the signature
pages hereto with its principal place of business in Columbus,
Ohio.  GPLP and Borrower each is duly qualified as a foreign limited
partnership or limited liability company, as the case may be, properly licensed
(if required), in good standing and has all requisite authority to conduct its
business in each jurisdiction in which its business is conducted, except where
the failure to be so qualified, licensed and in good standing and to have the
requisite authority would not have a Material Adverse Effect.
  -28-
 5.2           Authorization and
Validity.  Each
of GPLP and Borrower has the limited partnership or limited liability company
power and authority and legal right to execute and deliver the Loan Documents
and to perform its obligations thereunder.  The execution and delivery
by GPLP and Borrower of the Loan Documents and the performance of their
respective obligations thereunder have been duly authorized by proper limited
partnership or limited liability company proceedings, and the Loan Documents
constitute legal, valid and binding obligations of each of them enforceable
against them in accordance with their terms, except as enforceability may be
limited by bankruptcy, insolvency or similar laws affecting the enforcement of
creditors’ rights generally.
  5.3           No Conflict; Government
Consent .  Neither
the execution and delivery by GPLP and Borrower of the Loan Documents, nor the
consummation of the transactions therein contemplated, nor compliance with the
provisions thereof will violate any law, rule, regulation, order, writ,
judgment, injunction, decree or award binding on GPLP or Borrower, or GPLP’s or
Borrower’s operating agreements, partnership agreement, or by-laws, or the
provisions of any indenture, instrument or agreement to which GPLP or Borrower
is a party or is subject, or by which it, or its Property, is bound, or conflict
with or constitute a default thereunder, except where such violation, conflict
or default would not have a Material Adverse Effect, or result in the creation
or imposition of any Lien in, of or on the Property of GPLP or Borrower,
pursuant to the terms of any such indenture, instrument or
agreement.  No order, consent, approval, license, authorization, or
validation of, or filing, recording or registration with, or exemption by, any
governmental or public body or authority, or any subdivision thereof, is
required to authorize, or is required in connection with the execution, delivery
and performance of, or the legality, validity, binding effect or enforceability
of, any of the Loan Documents other than the filing of a copy of this
Agreement.
  5.4           Financial Statements;
Material Adverse Effect. All
consolidated financial statements of the Loan Parties heretofore delivered to
the Lenders were prepared in accordance with GAAP in effect on the preparation
date of such statements and fairly present in all material respects the
consolidated financial condition and operations of the Loan Parties at such date
and the consolidated results of their operations for the period then ended,
subject, in the case of interim financial statements, to normal and customary
year-end footnotes and adjustments.  From the preparation date of the
most recent financial statements delivered to the Lenders through the Agreement
Execution Date, there was no change in the business, properties, or condition
(financial or otherwise) of GPLP or Borrower which could reasonably be expected
to have a Material Adverse Effect.
  5.5           Taxes.  The
Loan Parties have filed all United States federal tax returns and all other tax
returns which are required to be filed and have paid all taxes due pursuant to
said returns or pursuant to any assessment received by GPLP or Borrower except
such taxes, if any, as are being contested in good faith and as to which
adequate reserves have been provided.  The charges, accruals and
reserves on the books of GPLP and Borrower in respect of any taxes or other
governmental charges are adequate.
  5.6           Litigation and Guarantee
Obligations .  Except
as set forth on Schedule 2 hereto or
as set forth in written notice to the Administrative Agent from time to time,
there is no litigation, arbitration, governmental investigation, proceeding or
inquiry pending or, to the Knowledge of any of their officers, threatened
against or affecting the Loan Parties which could reasonably be expected to have
a Material Adverse Effect.  Neither GPLP nor Borrower has any
Indebtedness not provided for or disclosed in the financial statements referred
to in Section 6.1 or
as set forth in written notices to the Administrative Agent given from time to
time after the Agreement Execution Date on or about the date such material
contingent obligations are incurred.
  -29-
 5.7           ERISA . The
Unfunded Liabilities of all Single Employer Plans do not in the aggregate exceed
$1,000,000.  Neither GPLP nor Borrower nor any other member of the
Controlled Group has incurred, or is reasonably expected to incur, any
withdrawal liability to Multiemployer Plans in excess of $250,000 in the
aggregate.  Each Plan complies in all material respects with all
applicable requirements of law and regulations, no Reportable Event has occurred
with respect to any Plan, neither GPLP nor Borrower nor any other members of the
Controlled Group has withdrawn from any Plan or initiated steps to do so, and no
steps have been taken to reorganize or terminate any Plan.
  5.8           Accuracy of
Information. No
information, exhibit or report furnished by Borrower or GPLP to the
Administrative Agent or to any Lender in connection with the negotiation of, or
compliance with, the Loan Documents contained any material misstatement of fact
or omitted to state a material fact or any fact necessary to make the statements
contained therein not misleading.
  5.9           Regulation
U .  Neither
GPLP nor Borrower has used the proceeds of any Advance to buy or carry any
margin stock (as defined in Regulation U) in violation of the terms of this
Agreement.
  5.10           Material
Agreements .  Neither
GPLP nor Borrower is in default beyond any applicable notice and/or cure periods
in the performance, observance or fulfillment of any of the obligations,
covenants or conditions contained in (i) any agreement to which it is a party,
which default could have a Material Adverse Effect, or (ii) any agreement or
instrument evidencing or governing Indebtedness, which default would constitute
a Default hereunder.
  5.11           Compliance With
Laws. Each
of GPLP and Borrower has complied with all applicable statutes, rules,
regulations, orders and restrictions of any domestic or foreign government or
any instrumentality or agency thereof, having jurisdiction over the conduct of
their respective businesses or the ownership of their respective Property,
except for any non-compliance which would not have a Material Adverse Effect.
  5.12           Ownership of
Projects. Except
as set forth on Schedule 1 hereto, on
the date of this Agreement, GPLP will have good and marketable title, free of
all Liens other than those permitted by the GPLP Revolver, to all of the
Projects reflected in the financial statements as owned by it.
  5.13           Investment Company
Act.  Neither
GPLP nor Borrower is an “investment company” or a company “controlled” by an
“investment company”, within the meaning of the Investment Company Act of 1940,
as amended.
  5.14           Insurance .  Borrower
carries insurance on the Collateral Asset with financially sound and reputable
insurance companies, in such amounts, with such deductibles and covering such
risks as are customarily carried by companies engaged in similar businesses and
owning similar Projects including, without limitation:
  -30-
 (i)           Property
and casualty insurance (including coverage for flood and other water damage for
any portion of the Collateral Asset located within a 100-year flood plain) in
the amount of the replacement cost of the improvements at the Collateral Asset
(to the extent replacement cost insurance is maintained by companies engaged in
similar business and owning similar properties);
  (ii)           Loss
of rental income insurance in the amount not less than one year’s gross revenues
from the Collateral Asset; and
  (iii)           Comprehensive
general liability insurance in the amount of $20,000,000 per
occurrence.
  5.15           REIT
Status .  Glimcher
Realty Trust is qualified as a real estate investment trust under Section 856 of
the Code and currently is in compliance in all material respects with all
provisions of the Code applicable to the qualification of Glimcher Realty Trust
as a real estate investment trust.
  5.16           Title to
Property. The
execution, delivery or performance of the Loan Documents required to be
delivered by GPLP and Borrower hereunder will not result in the creation of any
Lien on the Projects of GPLP or Borrower other than those interests intended to
secure the Obligations.  No consent to the transactions contemplated
hereunder is required from any ground lessor or mortgagee or beneficiary under a
deed of trust or any other party except as has been delivered to the
Lenders.
  5.17           Environmental
Matters .  Each
of the following representations and warranties is true and correct on and as of
the Agreement Execution Date except as disclosed on Schedule 3 attached
hereto:
  (a)           To
the Knowledge of GPLP and Borrower, the Collateral Asset does not contain any
Materials of Environmental Concern in amounts or concentrations which constitute
a violation of, or could reasonably give rise to liability of GPLP or Borrower
under, Environmental Laws.
  (b)           To
the Knowledge of GPLP and Borrower, the Collateral Asset has been in compliance
in all material respects with all applicable Environmental Laws during the
period of Borrower’s ownership thereof.
  (c)           Neither
GPLP nor Borrower has received any written notice of violation, alleged
violation, non-compliance, liability or potential liability regarding
environmental matters or compliance with Environmental Laws with regard to the
Collateral Asset, nor does the Borrower have Knowledge or reason to believe that
any such notice will be received or is being threatened.
  (d)           To
the Knowledge of GPLP and Borrower, Materials of Environmental Concern have not
been transported or disposed of from the Collateral Asset in violation of, or in
a manner or to a location which could reasonably give rise to liability of GPLP
or Borrower under, Environmental Laws, nor have any Materials of Environmental
Concern been generated, treated, stored or disposed of at, on or under the
Collateral Asset in violation of, or in a manner that could give rise to
liability of GPLP or Borrower any applicable Environmental Laws.
  -31-
 (e)           No
judicial proceedings or governmental or administrative action is pending, or, to
the Knowledge of GPLP, threatened, under any Environmental Law to which GPLP or
Borrower is or, to GPLP’s or Borrower’s Knowledge, will be named as a party with
respect to the Collateral Asset, nor are there any consent decrees or other
decrees, consent orders, administrative order or other orders, or other
administrative of judicial requirements outstanding under any Environmental Law
with respect to the Collateral Asset.
  (f)           To
the Knowledge of GPLP and Borrower, there has been no release or threat of
release of Materials of Environmental Concern at or from the, or arising from or
related to the operations of GPLP and Borrower in connection with the Collateral
Asset in violation of or in amounts or in a manner that could give rise to
liability under Environmental Laws.
  5.18           Collateral
Asset.
  (a)           Except
as disclosed on the survey provided to the Administrative Agent pursuant to
Section
4.1(xiv) of this Agreement, no buildings at the Collateral Asset are
located in an area that has been identified by the Secretary of Housing and
Urban Development as an area having special flood hazards and in which flood
insurance has been made available under the National Flood Insurance Act of 1968
or the Flood Disaster Protection Act of 1973, as amended, or any successor law,
or, if located within any such area, Borrower has obtained and will maintain
through the Maturity Date the insurance prescribed in Section 4.1(xvi)
hereof.
  (b)           To
the Borrower’s Knowledge, as of the Agreement Execution Date, the Collateral
Asset and the present use and occupancy thereof are in material compliance with
all applicable zoning ordinances (without reliance upon adjoining or other
properties), building codes, land use and Environmental Laws, and other similar
laws (“Applicable Laws”).
  (c)           The
Collateral Asset is served by all utilities required for the current or
contemplated use thereof.  The Collateral Asset has accepted or is
equipped to accept such utility service.
  (d)           All
public roads and streets necessary for service of and access to the Collateral
Asset for the current or contemplated use thereof have been completed, and are
open for use by the public.
  (e)           The
Collateral Asset is served by public water and sewer systems or, if the
Collateral Asset is not serviced by a public water and sewer system, the
alternate systems are adequate and meet, in all material respects, all
requirements and regulations of, and otherwise comply in all material respects
with, all Applicable Laws with respect to such alternate systems.
  -32-
 (f)           Except
as may be disclosed in the reports delivered to Administrative Agent pursuant to
Section 4.1
hereof, as of the Agreement Execution Date, (i) Borrower is not aware of any
latent or patent structural or other significant deficiency of the Collateral
Asset, (ii) the Collateral Asset is free of damage and waste that would
materially and adversely affect the value of the Collateral Asset, is in good
repair and there is no deferred maintenance other than ordinary wear and tear,
(iii) the Collateral Asset is free from damage caused by fire or other casualty
and (iv) there is no pending or, to the Knowledge of Borrower, threatened
condemnation proceedings affecting the Collateral Asset, or any material part
thereof.
  (g)           To
Borrower’s Knowledge, except as may be disclosed in the reports delivered to
Administrative Agent pursuant to Section 4.1 hereof,
all liquid and solid waste disposal, septic and sewer systems located on the
Collateral Asset are in a good and safe condition and repair and to Borrower’s
Knowledge, in material compliance with all Applicable Laws with respect to such
systems.
  (h)           Except
as shown on the survey delivered pursuant to Section 4.1 above, as
of the Agreement Execution Date, (i) all improvements on the Collateral Asset
lie within the boundaries and building restrictions of the legal description of
record of Collateral Asset, no improvements encroach upon easements benefiting
the Collateral Asset other than encroachments that do not materially adversely
affect the use or occupancy of the Collateral Asset and no improvements on
adjoining properties encroach upon the Collateral Asset or easements benefiting
the Collateral Asset other than encroachments that do not materially adversely
affect the use or occupancy of the Collateral Asset and (ii) the Collateral
Asset is served by roads which are located either on permanent easements that
benefit all or part of the Collateral Asset or on public property and the
Collateral Asset has access to, by virtue of such easements or otherwise, and is
contiguous to a physically open, dedicated all weather public street, and has
the necessary permits for ingress and egress.
  (i)           There
are no delinquent taxes, ground rents, water charges, sewer rents, assessments,
insurance premiums, or other outstanding charges affecting the Collateral Asset
except to the extent such items are being contested in good faith and as to
which adequate reserves have been provided.
  45.  Borrower
agrees that all of its representations and warranties set forth in Article V of
this Agreement and elsewhere in this Agreement are true on the Agreement
Effective Date in all material respects.
  5.19           Office of Foreign Asset
Control .  GPLP
and Borrower are not (and will not be) a person with whom any Lender is
restricted from doing business under regulations of the Office of Foreign Asset
Control (“OFAC”) of the Department of the Treasury of the United States of
America (including, those Persons named on OFAC’s Specially Designated and
Blocked Persons list) or under any statute, executive order (including, the
September 24, 2001 Executive Order Blocking Property and Prohibiting
Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism),
or other governmental action and is not and shall not knowingly engage in any
dealings or transactions or otherwise be associated with such
persons.  In addition, Borrower hereby agrees to provide to any Lender
with any additional information that any Lender deems necessary from time to
time in order to ensure compliance with all applicable Laws concerning money
laundering and similar activities.
  -33-
 ARTICLE
VI
  COVENANTS
  During
the term of this Agreement, unless the Required Lenders shall otherwise consent
in writing:
  6.1           Financial
Reporting.  GPLP
will maintain, for the Consolidated Group, a system of accounting established
and administered in accordance with GAAP, and furnish to the Administrative
Agent and the Lenders:
  (i)           As
soon as available, but in any event not later than 45 days after the close of
each fiscal quarter, other than the fourth quarter, for the Consolidated Group,
an unaudited consolidated and consolidating balance sheet as of the close of
each such period and the related unaudited consolidated and consolidating
statements of income and retained earnings and of cash flows of the Consolidated
Group for such period and the portion of the fiscal year through the end of such
period, setting forth in each case in comparative form the figures for the
previous year, all certified by GPLP’s chief financial officer or chief
accounting officer;
  (ii)           As
soon as available, but in any event not later than 45 days after the close of
each fiscal quarter for the Consolidated Group, the following reports in form
and substance reasonably satisfactory to the Administrative Agent, all certified
by GPLP’s chief financial officer or chief accounting officer:  a
listing of capital expenditures and a statement of Funds From Operations, except
that such information for the fourth quarter shall be delivered as a part of the
annual statements under Section 6.1(iii),
together with an operating statement for Borrower and the Collateral Asset, a
rent roll for the Collateral Asset, a statement of Collateral Asset DSCR and
Collateral Asset NOI as of the last day of such fiscal quarter and such other
information on the Collateral Asset as may be reasonably requested by the
Administrative Agent;
  (iii)           As
soon as available, but in any event not later than 90 days after the close of
each fiscal year, for the Consolidated Group, audited financial statements,
including a consolidated and consolidating balance sheet as at the end of such
year and the related consolidated and consolidating statements of income and
retained earnings and of cash flows for such year, setting forth in each case in
comparative form the figures for the previous year, without a “going concern” or
like qualification or exception, or qualification arising out of the scope of
the audit, prepared by BDO Seidman or other independent certified public
accountants of nationally recognized standing reasonably acceptable to the
Administrative Agent;
  -34-
 (iv)           Together
with the quarterly and annual financial statements required hereunder, a
compliance certificate in substantially the form of Exhibit  B
hereto signed by GPLP’s chief financial officer, chief accounting officer or
chief operating officer showing the calculations and computations necessary to
determine compliance with this Agreement and stating that, to such officer’s
actual knowledge, no Default or Unmatured Default exists, or if, to such
officer’s actual knowledge, any Default or Unmatured Default exists, stating the
nature and status thereof;
  (v)           As
soon as possible and in any event within 10 days after a responsible officer of
GPLP knows that any Reportable Event has occurred with respect to any Plan, a
statement, signed by the chief financial officer of GPLP, describing said
Reportable Event and the action which GPLP proposes to take with respect
thereto;
  (vi)           As
soon as possible and in any event within 10 days after receipt by a responsible
officer of GPLP, a copy of (a) any notice or claim to the effect that GPLP or
any of its Subsidiaries is or may be liable to any Person as a result of the
release by GPLP, any of its Subsidiaries, or any other Person of any Material of
Environmental Concern into the environment, and (b) any notice alleging any
violation of any federal, state or local environmental, health or safety law or
regulation by GPLP or any of its Subsidiaries, which, in the case of either (a)
or (b) could have a Material Adverse Effect;
  (vii)           Promptly
upon the furnishing thereof to the shareholders of either of the Parent
Entities, copies of all financial statements, reports and proxy statements so
furnished; and
  (viii)                      Such
other information (including, without limitation, financial statements for GPLP
and non-financial information) as the Administrative Agent may from time to time
reasonably request.
  6.2           Use of
Proceeds .  Borrower
will use the proceeds of the Advances to make distributions to GPLP to allow it
to reduce its outstanding indebtedness under the GPLP Revolver and for
Borrower’s general corporate purposes.  Borrower will not, use any of
the proceeds of the Advances (i) to purchase or carry any “margin stock” (as
defined in Regulation U) if such usage could constitute a violation of
Regulation U by any Lender or (ii) to fund any purchase of, or offer for, a
controlling portion of the Capital Stock of any Person, unless the board of
directors or other manager of such Person has consented to such
offer.
  6.3           Notice of
Default .  GPLP
will give prompt notice in writing to the Administrative Agent and the Lenders
of the occurrence of any Default or Unmatured Default of which it has Knowledge
and of any other development, financial or otherwise with respect to the
Collateral Asset, the Borrower or GPLP, other than general market conditions,
which could reasonably be expected to have a Material Adverse
Effect.
  -35-
 6.4           Conduct of
Business .  GPLP
will do all things necessary to remain duly incorporated or duly qualified,
validly existing and in good standing as a limited partnership in its
jurisdiction of formation (except with respect to mergers permitted pursuant to
the GPLP Revolver) and maintain all requisite authority to conduct its business
in each jurisdiction in which its business is conducted and to carry on and
conduct its businesses in substantially the same manner as they are presently
conducted where the failure to do so could reasonably be expected to have a
Material Adverse Effect and, specifically, GPLP may not undertake any business
other than the acquisition, development, ownership, management, operation and
leasing of retail, office or industrial properties, and ancillary businesses
specifically related to such types of properties.
  6.5           Taxes .  GPLP
will pay when due all taxes, assessments and governmental charges and levies
upon it of its income or profits, except those which are being contested in good
faith by appropriate proceedings and with respect to which adequate reserves
have been set aside.
  6.6           Insurance. GPLP
and Borrower will maintain insurance which is consistent with the representation
contained in Section 5.14 on
the Collateral Asset and GPLP will furnish to any Lender upon reasonable request
full information as to the insurance carried.
  6.7           Compliance with
Laws .  GPLP
and Borrower will comply with all laws, rules, regulations, orders, writs,
judgments, injunctions, decrees or awards to which they may be subject, the
violation of which could reasonably be expected to have a Material Adverse
Effect.
  6.8           Maintenance of
Properties .  Subject
to Section 5.5 of the Mortgage, GPLP and Borrower will do all things necessary
to maintain, preserve, protect and keep the Collateral Asset in good repair,
working order and condition, ordinary wear and tear excepted.
  6.9           Inspection .  GPLP
and Borrower will permit the Lenders upon reasonable notice and during normal
business hours and subject to rights of tenants, by their respective
representatives and agents, to inspect the Collateral Asset, corporate books and
financial records of GPLP and Borrower to examine and make copies of the books
of accounts and other financial records of GPLP and Borrower, and to discuss the
affairs, finances and accounts of GPLP and Borrower with officers thereof, and
to be advised as to the same by, their respective officers at such reasonable
times and intervals as the Lenders may designate.
  6.10           Maintenance of
Status .  GPLP
shall cause Glimcher Realty Trust to at all times  maintain its status as a
real estate investment trust in compliance with all applicable provisions of the
Code relating to such status.
  6.11           Dividends .  The
Parent Entities and GPLP and its Subsidiaries shall be permitted to declare and
pay dividends on their Capital Stock from time to time, provided, however, that in no
event shall any Parent Entity or GPLP declare or pay dividends on its Capital
Stock or make distributions with respect thereto to (other than the declaration
and payment of Preferred Dividends), if such dividends and distributions paid on
account of the then-current fiscal quarter and the three immediately preceding
fiscal quarters, in the aggregate for such period, would exceed 95% of Adjusted
Funds From Operations of the Consolidated Group for such
period.  Notwithstanding the foregoing, the Parent Entities and GPLP
shall be permitted at all times to distribute whatever amount of dividends is
necessary to maintain the tax status of Glimcher Realty Trust as a real estate
investment trust.
  -36-
 6.12           No Change in
Control .  GPLP
will continue to own, directly or indirectly, 100% of the ownership interests in
the Borrower.
  6.13           Affiliates .  GPLP
will not enter into any transaction (including, without limitation, the purchase
or sale of any Property or service) with, or make any payment or transfer to,
any Affiliate which is not a member of the Consolidated Group except in the
ordinary course of business and pursuant to the reasonable requirements of
GPLP’s business and upon fair and reasonable terms no less favorable to GPLP
than GPLP would obtain in a comparable arms-length transaction.
  6.14           Consolidated Net
Worth. The
Consolidated Group shall maintain a Consolidated Net Worth of not less than
$1,000,000,000 plus seventy-five percent (75%) of the equity contributions or
sales of treasury stock received by GPLP or any Parent Entity after
December 14, 2006.
  6.15           GPLP Indebtedness and Cash
Flow Covenants .  GPLP
shall not permit:
  (i)           Adjusted
Annual EBITDA to be less than 1.50 times Fixed Charges at any time;
or
  (ii)           Consolidated
Outstanding Indebtedness to be more than sixty-five percent (65%) of Total Asset
Value at any time.
  6.16           Facility DSCR
Covenant .  The
Borrower shall not permit the Collateral Asset DSCR, as of the last day of any
fiscal quarter, to be less than 1.25 to 1.00.
  6.17           Collateral Asset Cash
Flow .  Pursuant
to the Account Agreement GPLP has agreed to commence immediately depositing all
cash flow received by it on account of the Collateral Asset into the account
established pursuant to the Account Agreement and to permit the Administrative
Agent to prohibit any further distributions from such account at any time that
the Collateral Asset DSCR, as evidenced by delivery of quarterly financial
statements with respect to the Collateral Asset under Section 6.1(ii), is
less than 1.35 to 1.00
  6.18           Approval of
Leases .  Borrower
shall not enter into any lease for more than 10,000 square feet of gross
leaseable area at the Collateral Asset without the prior written consent of the
Administrative Agent, which consent shall be given within ten (10) business days
after Administrative Agent’s receipt of a request for consent, or if not given
in such time period, shall be deemed approved.  The Administrative
Agent shall have the right, upon request, at any time, to receive tenant
estoppel certificates and subordination, non-disturbance and attornment
agreements in form and substance acceptable to the Administrative Agent from any
Major Tenant at the Collateral Asset; provided however that Borrower shall have
no obligation to provide to Administrative Agent or any Lender (i) an estoppel
certificate for any tenant any more often than once in each calendar year and
(ii) more than one Subordination, Non-Disturbance and Attornment Agreement with
any tenant.
  -37-
 ARTICLE
VII
  DEFAULTS
  The
occurrence of any one or more of the following events shall constitute a
Default:
  7.1           Nonpayment
of any principal payment due hereunder or under any Note when due.
  7.2           Nonpayment
of interest upon any Note or of any fee or other payment Obligations under any
of the Loan Documents within five (5) Business Days after the same becomes
due.
  7.3           The
breach of any of the terms or provisions of Sections 6.2, 6.10, 6.11, 6.12, and 6.15.
  7.4           Any
representation or warranty made or deemed made by or on behalf of GPLP or
Borrower to the Lenders or the Administrative Agent under or in connection with
this Agreement, or any material certificate or information delivered in
connection with this Agreement or any other Loan Document shall be materially
false on the date as of which made.
  7.5           The
breach by GPLP or Borrower (other than a breach which constitutes a Default
under Section 7.1,
7.2, 7.3 or 7.4) of any of the
terms or provisions of this Agreement which is not remedied within thirty (30)
days after written notice from the Administrative Agent.
  7.6           Failure
of GPLP to pay when due any Indebtedness which is outstanding under the GPLP
Revolver.
  7.7           GPLP
or Borrower shall (i) have an order for relief entered with respect to it under
the Federal bankruptcy laws as now or hereafter in effect, (ii) make an
assignment for the benefit of creditors, (iii) apply for, seek, consent to, or
acquiesce in, the appointment of a receiver, custodian, trustee, examiner,
liquidator or similar official for it or any Substantial Portion of its
Property, (iv) institute any proceeding seeking an order for relief under the
Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate
it as a bankrupt or insolvent, or seeking dissolution, winding up, liquidation,
reorganization, arrangement, adjustment or composition of it or its debts under
any law relating to bankruptcy, insolvency or reorganization or relief of
debtors or fail to file an answer or other pleading denying the material
allegations of any such proceeding filed against it, (v) take any corporate
action to authorize or effect any of the foregoing actions set forth in this
Section 7.7,
(vi) fail to contest in good faith any appointment or proceeding described in
Section 7.8 or
(vii) admit in writing its inability to pay its debts generally as they
become due.
  7.8           A
receiver, trustee, examiner, liquidator or similar official shall be appointed
for GPLP or Borrower or for any Substantial Portion of the Property of GPLP or
for the Collateral Asset or a proceeding described in Section 7.7(iv) shall
be instituted against GPLP or Borrower and such appointment continues
undischarged or such proceeding continues undismissed or unstayed for a period
of ninety (90) consecutive days.
  -38-
 7.9           GPLP
or Borrower shall fail within sixty (60) days to pay, bond or otherwise
discharge any judgments or orders for the payment of money in an amount which,
when added to all other judgments or orders outstanding against GPLP or Borrower
would exceed $25,000,000 in the aggregate, which have not been stayed on appeal
or otherwise appropriately contested in good faith.
  7.10           GPLP,
Borrower or any other member of the Controlled Group shall have been notified by
the sponsor of a Multiemployer Plan that it has incurred withdrawal liability to
such Multiemployer Plan in an amount which, when aggregated with all other
amounts required to be paid to Multiemployer Plans by GPLP, Borrower or any
other member of the Controlled Group as withdrawal liability (determined as of
the date of such notification), exceeds $1,000,000 or requires payments
exceeding $500,000 per annum.
  7.11           GPLP,
Borrower or any other member of the Controlled Group shall have been notified by
the sponsor of a Multiemployer Plan that such Multiemployer Plan is in
reorganization or is being terminated, within the meaning of Title IV of ERISA,
if as a result of such reorganization or termination the aggregate annual
contributions of GPLP and the other members of the Controlled Group (taken as a
whole) to all Multiemployer Plans which are then in reorganization or being
terminated have been or will be increased over the amounts contributed to such
Multiemployer Plans for the respective plan years of each such Multiemployer
Plan immediately preceding the plan year in which the reorganization or
termination occurs by an amount exceeding $500,000.
  7.12           Failure
to remediate within the time period permitted by law or governmental order,
after all administrative hearings and appeals have been concluded (or within a
reasonable time in light of the nature of the problem if no specific time period
is so established), material environmental problems at Properties owned by GPLP
or Borrower whose aggregate book values are in excess of
$5,000,000.
  7.13           The
occurrence of any “Default” as defined in any Loan Document or in the GPLP
Revolver or the breach of any of the terms or provisions of any Loan Document or
the GPLP Revolver, which default or breach continues beyond any period of grace
therein provided.
  7.14           The
attempted revocation, challenge, disavowment, or termination by GPLP or Borrower
of any of the Loan Documents.
  7.15           Either
GPLP, Borrower or any Parent Entity, without obtaining consent of the Required
Lenders, shall enter into any merger, consolidation, reorganization or
liquidation or transfer or otherwise dispose of all or substantially all of
their Properties, unless (a) in the case of a merger or consolidation GPLP or
such Parent Entity is the surviving entity in such merger or consolidation and
(b) after giving effect to the merger, GPLP and Borrower each remains in
compliance with the terms of this Agreement, provided that any such action shall
not constitute a Default unless GPLP shall fail to reverse such action within
sixty (60) days after written notice from the Administrative Agent that such
action constitutes a Default hereunder.
  -39-
 ARTICLE
VIII
  ACCELERATION, WAIVERS,
AMENDMENTS AND REMEDIES
  8.1           Acceleration .  If
any Default described in Section 7.7 or 7.8 occurs with
respect to GPLP or Borrower, the obligations of the Lenders to make Loans
hereunder shall automatically terminate and the Obligations shall immediately
become due and payable without any election or action on the part of the
Administrative Agent or any Lender.  If any other Default occurs, so
long as a Default exists Lenders shall have no obligation to make any Advances
and the Required Lenders, at any time prior to the date that such Default has
been fully cured, may permanently terminate the obligations of the Lenders to
make Advances hereunder and declare the Obligations to be due and payable, or
both, whereupon if the Required Lenders elected to accelerate (i) the
Obligations shall become immediately due and payable, without presentment,
demand, protest or notice of any kind, all of which the Borrower hereby
expressly waives and (ii) if any automatic or optional acceleration has
occurred, the Administrative Agent, as directed by the Required Lenders (or if
no such direction is given within 30 days after a request for direction, as the
Administrative Agent deems in the best interests of the Lenders, in its sole
discretion), shall use its good faith efforts to collect, including without
limitation, by filing and diligently pursuing judicial action, all amounts owed
by the Borrower and GPLP under the Loan Documents.
  If,
within 10 days after acceleration of the maturity of the Obligations or
termination of the obligations of the Lenders to make Advances hereunder as a
result of any Default (other than any Default as described in Section 7.7 or 7.8 with respect to
GPLP or Borrower) and before any judgment or decree for the payment of the
Obligations due shall have been obtained or entered, all of the Lenders (in
their sole discretion) shall so direct, the Administrative Agent shall, by
notice to the Borrower, rescind and annul such acceleration and/or
termination.
  8.2           Amendments .  Subject
to the provisions of this Article VIII the
Required Lenders (or the Administrative Agent with the consent in writing of the
Required Lenders), GPLP and the Borrower may enter into agreements supplemental
hereto for the purpose of adding or modifying any provisions to the Loan
Documents or changing in any manner the rights of the Lenders or the Borrower
hereunder or waiving any Default hereunder; provided, however, that no such
supplemental agreement or waiver shall, without the consent of all
Lenders:
  (i)           Extend
the Maturity Date (except as expressly provided herein), or forgive all or any
portion of the principal amount of any Loan or accrued interest thereon or the
fee due upon exercise of the Extension Option, reduce the Applicable Margins (or
modify any definition herein which would have the effect of reducing the
Applicable Margins) or the underlying interest rate options or extend the time
of payment of any such principal, interest or fees.
  (ii)           Reduce
the percentage specified in the definition of Required Lenders.
  (iii)           Increase
the Aggregate Commitment beyond $40,000,000.
  -40-
 (iv)           Permit
the Borrower to assign its rights under this Agreement.
  (v)           Amend
Sections 8.1, 8.2 , or 8.4.
  No
amendment of any provision of this Agreement relating to the Administrative
Agent shall be effective without the written consent of the Administrative
Agent.
  8.3           Preservation of
Rights .  No
delay or omission of the Lenders or the Administrative Agent to exercise any
right under the Loan Documents shall impair such right or be construed to be a
waiver of any Default or an acquiescence therein, and the making of an Advance
notwithstanding the existence of a Default or the inability of the Borrower to
satisfy the conditions precedent to such Advance shall not constitute any waiver
or acquiescence.  Any single or partial exercise of any such right
shall not preclude other or further exercise thereof or the exercise of any
other right, and no waiver, amendment or other variation of the terms,
conditions or provisions of the Loan Documents whatsoever shall be valid unless
in writing signed by the Lenders required pursuant to Section 8.2, and
then only to the extent in such writing specifically set forth.  All
remedies contained in the Loan Documents or by law afforded shall be cumulative
and all shall be available to the Administrative Agent and the Lenders until the
Obligations have been paid in full.
  8.4           Foreclosure. The
Lenders hereby agree to the following in the event of foreclosure under the
Mortgage or any other attempt at realization of the security
thereunder:
  (a)           To
subscribe to and accept its Percentage of the ownership interests in any entity
organized to hold title to the Collateral Asset and that the nature of such
entity shall be determined by the Required Lenders, subject to each Lender’s
right to hold its interests in such entity in, and assign such interests to, any
affiliate of such Lender or any other entity required by laws or regulations
governing such Lender.  The Administrative Agent is hereby authorized
to act for and on behalf of the Lenders in all day-to-day matters with respect
to the exercise of rights described herein such as the supervision of attorneys,
accountants, appraisers or others acting for the benefit of all of the Lenders
in connection with litigation, foreclosure or realization of all or any security
given as Collateral for the Obligations or other similar actions.
  (b)           If
the Lenders acquire the Collateral Asset either by foreclosure or deed in lieu
of foreclosure, to negotiate in good faith to reach agreement in writing
relating to the ownership, operation, maintenance, marketing and sale of the
Collateral Asset and that such agreement shall be consistent with the
following:
  (i)          The
Collateral Asset will not be held as a long-term investment but will be marketed
in an attempt to sell them in a time period consistent with the regulations
applicable to national banks for owning real estate.  Current
appraisals of the Collateral Asset shall be obtained by the Administrative Agent
from time to time during the ownership period at Lenders’ expense (without
diminishing or releasing any obligation of the Borrower to pay for such costs)
and an appraised value shall be established and updated from time to time based
on such appraisals.
  -41-
 (ii)          Certain
decision making with respect to the day-to-day operations of the Collateral
Asset will be delegated to management and leasing agents.  All
agreements with such management and leasing agents will be subject to the
approval of the Required Lenders.  The day-to-day supervision of such
agents shall be done by the Administrative Agent.
  (iii)          Except
as provided in the following sentences, all decisions as to whether to sell the
Collateral Asset shall be subject to the approval of all the
Lenders.  Notwithstanding the foregoing, the Lenders agree that if the
Administrative Agent receives a bona fide “all cash” offer from an entity not
affiliated with the Borrower or any Lender for the purchase of the Collateral
Asset and such offer equals or exceeds ninety percent (90%) of the most recent
Appraised Value of such Collateral Asset as established by an Appraisal prepared
in accordance with the standards established in this Agreement that has been
completed within six months of such offer, then the Administrative Agent shall
give written notice of such offer to the Lenders and request their approval for
sale at such a price.  If the Required Lenders approve of such a sale
(or are deemed to approve of such a sale) then the Administrative Agent, acting
on behalf of the Lenders, is irrevocably authorized to accept such
offer.
  (iv)          All
expenses incurred by the Administrative Agent and Lenders in connection with the
ownership, operation, maintenance, marketing and sale of the Collateral Asset
shall be allocated among the Lenders pro rata in accordance with their
respective Percentages.
  (v)          All
expenditures and other actions taken with respect to the Collateral Asset shall
at all times be subject to the regulations and requirements pertaining to
national banks applicable thereto.  Without limiting the generality of
the foregoing, all necessary approvals from regulatory authorities in connection
with any expenditure of funds by the Lenders shall be a condition to such
expenditure.
  ARTICLE
IX
  GENERAL
PROVISIONS
  9.1           Survival of
Representations .  All
representations and warranties of GPLP and the Borrower contained in this
Agreement shall survive delivery of the Notes and the making of the Loans herein
contemplated.
  9.2           Governmental
Regulation. Anything
contained in this Agreement to the contrary notwithstanding, no Lender shall be
obligated to extend credit to the Borrower in violation of any limitation or
prohibition provided by any applicable statute or regulation.
  9.3           Headings .  Section
headings in the Loan Documents are for convenience of reference only, and shall
not govern the interpretation of any of the provisions of the Loan
Documents.
  -42-
 9.4           Entire
Agreement .  The
Loan Documents embody the entire agreement and understanding among the Borrower,
GPLP, the Administrative Agent and the Lenders and supersede all prior
commitments, agreements and understandings among the Borrower, GPLP, the
Administrative Agent and the Lenders relating to the subject matter
thereof.
  9.5           Several Obligations;
Benefits of this Agreement .  The
respective obligations of the Lenders hereunder are several and not joint and no
Lender shall be the partner or agent of any other (except to the extent to which
the Administrative Agent is authorized to act as such).  The failure
of any Lender to perform any of its obligations hereunder shall not relieve any
other Lender from any of its obligations hereunder.  This Agreement
shall not be construed so as to confer any right or benefit upon any Person
other than the parties to this Agreement and their respective successors and
assigns.
  9.6           Expenses;
Indemnification .  The
Borrower shall reimburse the Administrative Agent for any costs, and
out-of-pocket expenses (including, without limitation, all reasonable fees for
consultants and fees and reasonable expenses for attorneys for the
Administrative Agent, which attorneys may be employees of the Administrative
Agent, and any additional mortgage tax with respect to the Mortgage payable
hereafter as a result of the Administrative Agent’s determination that the then
current anticipated liability of Borrower under the Cash Flow Hedge is in excess
the amount of such liability estimated on the Agreement Execution Date for
purposes of determining the initial amount of mortgage tax to be paid) paid or
incurred by the Administrative Agent in connection with the amendment,
modification, and enforcement of the Loan Documents.  The Borrower
also agrees to reimburse the Administrative Agent and the Lenders for any
reasonable costs, internal charges and out-of-pocket expenses (including,
without limitation, all fees and reasonable expenses for attorneys for the
Administrative Agent and the Lenders, which attorneys may be employees of the
Administrative Agent or the Lenders) paid or incurred by the Administrative
Agent or any Lender in connection with the collection and enforcement of the
Loan Documents (including, without limitation, any workout).  The
Borrower further agrees to indemnify the Administrative Agent, each Lender and
their Affiliates, and their directors and officers against all losses, claims,
damages, penalties, judgments, liabilities and expenses (including, without
limitation, all reasonable fees and reasonable expenses for attorneys of the
indemnified parties, all reasonable expenses of litigation or preparation
therefor whether or not the Administrative Agent, or any Lender is a party
thereto) which any of them may pay or incur arising out of or relating to this
Agreement, the other Loan Documents, the Projects, the transactions contemplated
hereby or the direct or indirect application or proposed application of the
proceeds of any Loan hereunder, except to the extent that any of the foregoing
arise out of the gross negligence or willful misconduct of the party seeking
indemnification therefor.  The obligations of the Borrower under this
Section shall survive the termination of this Agreement.
  9.7           Numbers of
Documents. All
statements, notices, closing documents, and requests hereunder shall be
furnished to the Administrative Agent with sufficient counterparts so that the
Administrative Agent may furnish one to each of the Lenders.
  9.8           Accounting. Except
as provided to the contrary herein, all accounting terms used herein shall be
interpreted and all accounting determinations hereunder shall be made in
accordance with GAAP.
  -43-
 9.9           Severability of
Provisions .  Any
provision in any Loan Document that is held to be inoperative, unenforceable, or
invalid in any jurisdiction shall, as to that jurisdiction, be inoperative,
unenforceable, or invalid without affecting the remaining provisions in that
jurisdiction or the operation, enforceability, or validity of that provision in
any other jurisdiction, and to this end the provisions of all Loan Documents are
declared to be severable.
  9.10           Nonliability of
Lenders. The
relationship between the Borrower, on the one hand, and the Lenders and the
Administrative Agent, on the other, shall be solely that of borrower and
lender.  Neither the Administrative Agent nor any Lender shall have
any fiduciary responsibilities to the Borrower.  Neither the
Administrative Agent nor any Lender undertakes any responsibility to the
Borrower to review or inform the Borrower of any matter in connection with any
phase of the Borrower’s business or operations.
  9.11           Choice
of Law.  The
loan documents (other than those containing a contrary express choice of law
provision) shall be construed in accordance with the internal laws (and not the
law of conflicts) of the State of Ohio, but giving effect to federal laws
applicable to national banks.
  9.12           Consent
to Jurisdiction .  The
Borrower hereby irrevocably submits to the non-exclusive jurisdiction of any
United States Federal or Ohio State court sitting in Cleveland in any action or
proceeding arising out of or relating to any loan documents and the Borrower
hereby irrevocably agrees that all claims in respect of such action or
proceeding may be heard and determined in any such court and irrevocably waives
any objection it may now or hereafter have as to the venue of any such suit,
action or proceeding brought in such a court or that such court is an
inconvenient forum.  Nothing herein shall limit the right of the
Administrative Agent or any lender to bring proceedings against the Borrower in
the courts of any other jurisdiction.  Any judicial proceeding by the
borrower against the Administrative Agent or any lender or any affiliate of the
Administrative Agent or any lender involving, directly or indirectly, any matter
in any way arising out of, related to, or connected with any loan document shall
be brought only in a court in Cleveland, Ohio.
  9.13           Waiver
of Jury Trial.  The
Borrower, the Administrative Agent and each Lender hereby waive trial by jury in
any judicial proceeding involving, directly or indirectly, any matter (whether
sounding in tort, contract or otherwise) in any way arising out of, related to,
or connected with any loan document or the relationship established
thereunder.
  ARTICLE
X
  THE ADMINISTRATIVE
AGENT
  10.1           Appointment. KeyBank
National Association, is hereby appointed Administrative Agent hereunder and
under each other Loan Document, and each of the Lenders irrevocably authorizes
the Administrative Agent to act as the agent of such Lender.  The
Administrative Agent agrees to act as such upon the express conditions contained
in this Article X.  Notwithstanding
the use of the defined term “Administrative Agent,” it is expressly understood
and agreed that the Administrative Agent shall not have any fiduciary
responsibilities to any Lender by reason of this Agreement or any other Loan
Document and that the Administrative Agent is merely acting as the contractual
representative of the Lenders with only those duties as are expressly set forth
in this Agreement and the other Loan Documents.  In its capacity as
the Lenders’ contractual representative, the Administrative Agent (i) does not
hereby assume any fiduciary duties to any of the Lenders, (ii) is a
“representative” of the Lenders within the meaning of the term “secured party”
as defined in the Ohio Uniform Commercial Code and (iii) is acting as an
independent contractor, the rights and duties of which are limited to those
expressly set forth in this Agreement and the other Loan
Documents.  Each of the Lenders hereby agrees to assert no claim
against the Administrative Agent on any agency theory or any other theory of
liability for breach of fiduciary duty, all of which claims each Lender hereby
waives.
  -44-
 10.2           Powers .  The
Administrative Agent shall have and may exercise such powers under the Loan
Documents as are specifically delegated to the Administrative Agent by the terms
of each thereof, together with such powers as are reasonably incidental
thereto.  The Administrative Agent shall have no implied duties to the
Lenders, or any obligation to the Lenders to take any action thereunder except
any action specifically provided by the Loan Documents to be taken by the
Administrative Agent.
  10.3           General
Immunity .  Neither
the Administrative Agent nor any of its directors, officers, agents or employees
shall be liable to the Borrower, the Lenders or any Lender for (i) any action
taken or omitted to be taken by it or them hereunder or under any other Loan
Document or in connection herewith or therewith except for its or their own
gross negligence or willful misconduct; or (ii) any determination by the
Administrative Agent that compliance with any law or any governmental or
quasi-governmental rule, regulation, order, policy, guideline or directive
(whether or not having the force of law) requires the Advances and Commitments
hereunder to be classified as being part of a “highly leveraged
transaction”.
  10.4           No Responsibility for Loans,
Recitals, etc. Neither
the Administrative Agent nor any of its directors, officers, agents or employees
shall be responsible for or have any duty to ascertain, inquire into, or verify
(i) any statement, warranty or representation made in connection with any Loan
Document or any borrowing hereunder; (ii) the performance or observance of any
of the covenants or agreements of any obligor under any Loan Document,
including, without limitation, any agreement by an obligor to furnish
information directly to each Lender; (iii) the satisfaction of any condition
specified in Article IV,
except receipt of items required to be delivered to the Administrative Agent;
(iv) the validity, effectiveness or genuineness of any Loan Document or any
other instrument or writing furnished in connection therewith; (v) the value,
sufficiency, creation, perfection, or priority of any interest in any collateral
security; or (vi) the financial condition of the Borrower or any
Guarantor.  Except as otherwise specifically provided herein, the
Administrative Agent shall have no duty to disclose to the Lenders information
that is not required to be furnished by the Borrower to the Administrative Agent
at such time, but is voluntarily furnished by the Borrower to the Administrative
Agent (either in its capacity as Administrative Agent or in its individual
capacity).
  10.5           Action on Instructions of
Lenders. The
Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, hereunder and under any other Loan Document in
accordance with written instructions signed by the required percentage of the
Lenders needed to take such action or refrain from taking such action, and such
instructions and any action taken or failure to act pursuant thereto shall be
binding on all of the Lenders.  The Lenders hereby acknowledge that
the Administrative Agent shall be under no duty to take any discretionary action
permitted to be taken by it pursuant to the provisions of this Agreement or any
other Loan Document unless it shall be requested in writing to do so by the
Required Lenders.  The Administrative Agent shall be fully justified
in failing or refusing to take any action hereunder and under any other Loan
Document unless it shall first be indemnified to its satisfaction by the Lenders
pro rata against any and all liability, cost and expense that it may incur by
reason of taking or continuing to take any such action.
  -45-
 10.6           Employment of Agents and
Counsel.  The
Administrative Agent may execute any of its duties as Administrative Agent
hereunder and under any other Loan Document by or through employees, agents, and
attorneys-in-fact and shall not be answerable to the Lenders, except as to money
or securities received by it or its authorized agents, for the default or
misconduct of any such agents or attorneys-in-fact selected by it with
reasonable care.  The Administrative Agent shall be entitled to advice
of counsel concerning all matters pertaining to the agency hereby created and
its duties hereunder and under any other Loan Document.
  10.7           Reliance on Documents;
Counsel. The
Administrative Agent shall be entitled to rely upon any Note, notice, consent,
certificate, affidavit, letter, telegram, statement, paper or document believed
by it to be genuine and correct and to have been signed or sent by the proper
person or persons, and, in respect to legal matters, upon the opinion of counsel
selected by the Administrative Agent, which counsel may be employees of the
Administrative Agent.
  10.8           Administrative Agent’s
Reimbursement and Indemnification.  The
Lenders agree to reimburse and indemnify the Administrative Agent ratably in
proportion to their respective Commitments (i) for any amounts not reimbursed by
the Borrower for which the Administrative Agent is entitled to reimbursement by
the Borrower under the Loan Documents, (ii) for any other expenses incurred by
the Administrative Agent on behalf of the Lenders, in connection with the
preparation, execution, delivery, administration and enforcement of the Loan
Documents, if not paid by Borrower and (iii) for any liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind and nature whatsoever which may be imposed on,
incurred by or asserted against the Administrative Agent in any way relating to
or arising out of the Loan Documents or any other document delivered in
connection therewith or the transactions contemplated thereby (including without
limitation, for any such amounts incurred by or asserted against the
Administrative Agent in connection with any dispute between the Administrative
Agent and any Lender or between two or more of the Lenders), or the enforcement
of any of the terms thereof or of any such other documents, provided that no
Lender shall be liable for any of the foregoing to the extent they arise from
the gross negligence or willful misconduct or a breach of the Administrative
Agent’s express obligations and undertakings to the Lenders.  The
obligations of the Lenders and the Administrative Agent under this Section 10.8 shall
survive payment of the Obligations and termination of this
Agreement.
  10.9           Rights as a
Lender. In
the event the Administrative Agent is a Lender, the Administrative Agent shall
have the same rights and powers hereunder and under any other Loan Document as
any Lender and may exercise the same as though it were not the Administrative
Agent, and the term “Lender” or “Lenders” shall, at any time when the
Administrative Agent is a Lender, unless the context otherwise indicates,
include the Administrative Agent in its individual capacity.  The
Administrative Agent may accept deposits from, lend money to, and generally
engage in any kind of trust, debt, equity or other transaction, in addition to
those contemplated by this Agreement or any other Loan Document, with the
Borrower or any of its Subsidiaries in which the Borrower or such Subsidiary is
not restricted hereby from engaging with any other
Person.
  -46-
 10.10        Lender Credit
Decision. Each
Lender acknowledges that it has, independently and without reliance upon the
Administrative Agent or any other Lender and based on the financial statements
prepared by the Borrower and such other documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this
Agreement and the other Loan Documents.  Each Lender also acknowledges
that it will, independently and without reliance upon the Administrative Agent
or any other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under this Agreement and the other Loan
Documents.
  10.11        Successor Administrative
Agent .  Except
as otherwise provided below, KeyBank National Association shall at all times
serve as the Administrative Agent during the term of this
Facility.  The Administrative Agent may resign at any time by giving
written notice thereof to the Lenders and the Borrower, such resignation to be
effective upon the appointment of a successor Administrative
Agent.  If the Administrative Agent has been grossly negligent in the
performance of its obligations hereunder, the Administrative Agent may be
removed at any time by written notice received by the Administrative Agent from
all other Lenders, such removal to be effective on the date specified by the
other Lenders.  Upon any such resignation or removal, the Required
Lenders shall appoint, on behalf of the Borrower and the Lenders, a successor
Administrative Agent.  If no successor Administrative Agent shall have
been so appointed by the Required Lenders within thirty days after the resigning
Administrative Agent’s giving notice of its intention to resign, then the
resigning Administrative Agent shall appoint, on behalf of the Borrower and the
Lenders, a successor Administrative Agent.  The Administrative Agent
may at any time with the consent of the Borrower, which consent shall not be
unreasonably withheld, appoint any of its Affiliates which is a commercial bank
as a successor Administrative Agent hereunder.  No successor
Administrative Agent shall be deemed to be appointed hereunder until such
successor Administrative Agent has accepted the appointment.  Any such
successor Administrative Agent shall be a commercial bank having capital and
retained earnings of at least $500,000,000.  Upon the acceptance of
any appointment as Administrative Agent hereunder by a successor Administrative
Agent, such successor Administrative Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the resigning or
removed Administrative Agent.  Upon the effectiveness of the
resignation or removal of the Administrative Agent, the resigning or removed
Administrative Agent shall be discharged from its duties and obligations
hereunder and under the Loan Documents.  After the effectiveness of
the resignation or removal of an Administrative Agent, the provisions of this
Article X shall
continue in effect for the benefit of such Administrative Agent in respect of
any actions taken or omitted to be taken by it while it was acting as the
Administrative Agent hereunder and under the other Loan
Documents.
  10.12        Notice of
Defaults. If
a Lender becomes aware of a Default or Unmatured Default, such Lender shall
notify the Administrative Agent of such fact provided that the failure to give
such notice shall not create liability on the part of a Lender.  Upon
receipt of such notice that a Default or Unmatured Default has occurred, the
Administrative Agent shall notify each of the Lenders of such fact.
  -47-
 10.13        Requests for
Approval. If
the Administrative Agent requests in writing the consent or approval of a
Lender, such Lender shall respond and either approve or disapprove definitively
in writing to the Administrative Agent within ten (10) Business Days (or sooner
if such notice specifies a shorter period for responses based on Administrative
Agent’s good faith determination that circumstances exist warranting its request
for an earlier response) after such written request from the Administrative
Agent.  If the Lender does not so respond, that Lender shall be deemed
to have approved the request.
  10.14        Defaulting
Lenders .  At
such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s
right to vote on matters which are subject to the consent or approval of the
Required Lenders, each affected Lender or all Lenders shall be immediately
suspended until such time as the Lender is no longer a Defaulting Lender, except
that the amount of the Commitment of the Defaulting Lender may not be changed
without its consent.  If a Defaulting Lender has failed to fund its
pro rata share of any Advance and until such time as such Defaulting Lender
subsequently funds its pro rata share of such Advance, all Obligations owing to
such Defaulting Lender hereunder shall be subordinated in right of payment, as
provided in the following sentence, to the prior payment in full of all
principal of, interest on and fees relating to the Loans funded by the other
Lenders in connection with any such Advance in which the Defaulting Lender has
not funded its pro rata share (such principal, interest and fees being referred
to as “Senior Loans” for the purposes of this section).  All amounts
paid by the Borrower, the Parent Entities or the Guarantors and otherwise due to
be applied to the Obligations owing to such Defaulting Lender pursuant to the
terms hereof shall be distributed by the Administrative Agent to the other
Lenders in accordance with their respective pro rata shares (recalculated for
the purposes hereof to exclude the Defaulting Lender) until all Senior Loans
have been paid in full provided, however, in no event will any such distribution
to the other Lenders give rise to any liability of the Borrower to the
Defaulting Lender.  After the Senior Loans have been paid in full
equitable adjustments will be made in connection with future payments by the
Borrower to the extent a portion of the Senior Loans had been repaid with
amounts that otherwise would have been distributed to a Defaulting Lender but
for the operation of this Section 10.14.  This
provision governs only the relationship among the Administrative Agent, each
Defaulting Lender and the other Lenders; nothing hereunder shall limit the
obligation of the Borrower to repay all Loans in accordance with the terms of
this Agreement.  The provisions of this section shall apply and be
effective regardless of whether a Default occurs and is continuing, and
notwithstanding (i) any other provision of this Agreement to the contrary, (ii)
any instruction of the Borrower as to its desired application of payments or
(iii) the suspension of such Defaulting Lender’s right to vote on matters which
are subject to the consent or approval of the Required Lenders or all
Lenders.
   -48-
 ARTICLE
XI
  RELEASE OFOUTPARCELS
  11.1           Transfer .  Provided
that (i) no Default shall have occurred and remain uncured, (ii) Borrower
desires to transfer an Outparcel to an entity which is not an Affiliate of
Borrower or GPLP for commercial or public purposes compatible with the use and
operation of the Property as a regional shopping center, and (iii) either (A)
the per square foot value of such Outparcel has been established by the initial
Appraisal referenced in Section 4.1
(xiv) above or, in the event that the initial Appraisal referenced in
Section
4.1(xiv) is more than twelve (12) months old, a then-current appraisal of
such Outparcel acceptable to Administrative Agent in its reasonable discretion
(or in the event that such Outparcel includes portions of multiple parcels
valued in such initial or more current appraisal approved by Administrative
Agent, a blended per square foot value based on such initial or subsequently
approved Appraisal has been determined by the Administrative Agent) (such
per square foot value being referred to herein as the “Appraised Outparcel
Value”) or (B) such Outparcel is substantially the same as the existing
site of the Applebee’s restaurant (previously known as Lot 2, Block 2) together
with the adjoining parking area shown collectively as proposed new subdivision
Lot 1 of Glimcher Northtown Mall Third Addition, on the Collateral Asset Survey
(collectively, the “Applebee’s
Outparcel”) or (C) such Outparcel is substantially the same as the
parcel identified as the Glimcher Exchange Parcel, which Borrower intends to
exchange for the Council Exchange Parcel, Borrower shall have the right from
time to time prior to the Maturity Date to obtain a release of the Lien of the
Mortgage (and related Loan Documents) as to such Outparcel upon satisfaction of
the following conditions precedent:
  (i)           Borrower
shall provide Administrative Agent not less than thirty (30) days notice (or a
shorter period of time if permitted by Administrative Agent in its sole
discretion) specifying the date (the “Partial Release
Date”) on which the partial release is to occur provided, however, that
Borrower may postpone the Parcel Release Date from time to time as long as the
extended date is at least five (5) Business Days after notice of such
extension;
  (ii)           Borrower
shall have delivered to Administrative Agent evidence that Borrower has complied
with all requirements of and obtained all approvals required under any leases of
the Collateral Asset and any operating agreements applicable to the release of
such Outparcel and that the partial release does not violate any of the
provisions of such leases and operating agreements including, without
limitation, provisions relating to the availability of parking at the Collateral
Asset provided, however, that an Authorized Officer’s certificate to that effect
shall be sufficient evidence of such compliance and obtaining of such approvals
as to tenants which are not Major Tenants;
  (iii)           Borrower
shall have delivered to Lender (A) at Borrower’s option, (x) an endorsement to
the Lenders’ title insurance policy (y) an opinion of counsel (from counsel
reasonably to Administrative Agent) or (z) a certificate of an architect (from
an architect reasonably acceptable to Administrative Agent and licensed to
practice in Minnesota) indicating that such Outparcel has been legally
subdivided for zoning lot purposes from the remainder of the Collateral Asset
pursuant to a zoning lot subdivision in accordance with applicable law, (B) at
Borrower’s option (x) an endorsement to the Lenders’ title insurance policy,
(y) an opinion of counsel (from counsel reasonably acceptable to
Administrative Agent) or (z) a certificate of an architect (from an architect
reasonably acceptable to Administrative Agent and licensed to practice in
Minnesota) indicating that the balance of the Collateral Asset separately
conforms to and is in material compliance with all applicable legal requirements
and constitutes one or more separate tax lots, (C) an Authorized Officer’s
certificate to the effect that the Outparcel is not necessary for the uses of
the remainder of the Collateral Asset, including, without limitation, for
support, access, driveways, parking, utilities, drainage flows or any other
purpose, (after giving effect to any easements therefor reserved over such
Outparcel for the benefit of the remainder of the Collateral Asset) and (D) an
Authorized Officer’s certificate with supporting documentation indicating that
either (y) sufficient parking remains on the remainder of the Collateral Asset
to comply with all leases of such remainder and with all operating agreements
and which is adequate for the proper use and enjoyment of the balance of the
Collateral Asset; or (z) reservations of parking spaces (in favor of such
remainder) in such Outparcel are sufficient (when added to parking otherwise
available to the remainder) to comply with all leases of such remainder and with
all operating agreements and which are adequate for the proper use and enjoyment
of the remainder of the Collateral Asset;
  -49-
 (iv)           Borrower
shall have delivered a metes and bounds description of such Outparcel and a
survey of such Outparcel which would be standard in commercial lending
transactions;
  (v)           Borrower
shall have delivered to Administrative Agent on the date of the release an
endorsement to the policy or policies of title insurance insuring the Mortgage
reflecting the release and (A) insuring Lenders’ interest in any easements
created in connection with the release, (B) extending the effective date of the
policy or policies to the effective date of the release, (C) confirming no
change in the priority of the Mortgage on the remainder of the Collateral Asset
or in the amount of the insurance or the coverage under the policy or policies;
and (D) in the case of the release of the Glimcher Exchange Parcel, adding
the Council Parcel to the premises insured under such policy or
policies;
  (vi)           If
such Outparcel is the Applebee’s Outparcel, no repayment of any portion of the
Outstanding Loan Amount shall be required as a condition to such
release;
  (vii)           In
connection with an exchange by Borrower of the Glimcher Exchange Partial for the
Council Exchange Parcel, no repayment of any portion of the Outstanding Loan
shall be required as a condition to such release, provided that the appraised
value of the Council Exchange Parcel (as determined by an appraisal commissioned
by and reasonably acceptable to the Administrative Agent, which appraisal must
not be more than 12 months old from the date of the proposed exchange, and which
shall be in compliance with FIRREA and with the Uniform Standards of
Professional Appraisal Practice) is equal to or greater than the appraised value
of the Glimcher Exchange Parcel (as determined by the initial Appraisal or
otherwise by an appraisal of the Glimcher Exchange Parcel commissioned by and
reasonably acceptable to the Administrative Agent, which appraisal must not be
more than 12 months old from the date of the proposed exchange, and which shall
be in compliance with FIRREA and with the Uniform Standards of Professional
Appraisal Practice). In the event that the appraised value of the Council
Exchange Parcel is less than the appraised value of the Glimcher Exchange
Parcel, then as a condition to such release, Borrower repay a portion of the
Outstanding Loan Amount equal to equal to sixty percent (60%) of the difference
between the appraised value of the Council Exchange Parcel and the Glimcher
Exchange Parcel;
  (viii)                      If
such Outparcel is the Glimcher Exchange Parcel, as a condition to such release,
(x) the Council Exchange Parcel shall be simultaneously conveyed to
Borrower, and (y) Borrower shall have executed and caused to be recorded an
amendment to the Mortgage subjecting the Council Exchange Parcel to the Lien of
the Mortgage;
  -50-
 (ix)           Except
as otherwise expressly set forth in clauses (vi) and (vii) above, if such
Outparcel has an Appraised Outparcel Value, Borrower shall, as a condition to
such release, repay a portion of the Outstanding Loan Amount equal to sixty
percent (60%) of the amount determined by multiplying the square footage of such
Outparcel times the per square foot Appraised Outparcel Value applicable to such
Outparcel; and
  (x)           Borrower
shall pay all out-of-pocket costs and expenses of Administrative Agent incurred
in connection with the partial release, including its reasonable attorneys’ fees
and expenses.
  11.2           Release .  If
Borrower has elected to release an Outparcel and the requirements of this Article XI have been
satisfied, such Outparcel shall be released from the Lien of the Mortgage (and
related Loan Documents).  In connection with the release of the Lien,
Borrower shall submit to Administrative Agent, not less than thirty (30) days
prior to the Partial Release Date (or such shorter time as is acceptable to
Administrative Agent in its sole discretion), a release of Lien (and related
Loan Documents) for execution by Administrative Agent.  Such release
shall be in a form appropriate in the jurisdiction in which the Collateral Asset
is located.  In addition, Borrower shall provide all other
documentation Administrative Agent reasonably requires to be delivered by
Borrower in connection with such release, together with an Authorized Officer’s
certificate certifying that such documentation (i) is in compliance with all
legal requirements, and (ii) will effect such release in accordance with the
terms of this Agreement.  Borrower shall pay all costs, taxes and
expenses associated with the release of the Lien of the Mortgage, including
Administrative Agent’s reasonable attorneys’ fees.
   -51-
 ARTICLE
XII
  BENEFIT OF AGREEMENT;
ASSIGNMENTS; PARTICIPATIONS
  12.1           Successors and
Assigns .  The
terms and provisions of the Loan Documents shall be binding upon and inure to
the benefit of the Borrower and the Lenders and their respective successors and
assigns, except that (i) the Borrower shall not have the right to assign its
rights or obligations under the Loan Documents and (ii) any assignment by any
Lender must be made in compliance with Section 12.3.  The
parties to this Agreement acknowledge that clause (ii) of this Section 12.1 relates
only to absolute assignments and does not prohibit assignments creating security
interests, including, without limitation, (x) any pledge or assignment by any
Lender of all or any portion of its rights under this Agreement and any Note to
a Federal Reserve Bank or (y) in the case of a Lender which is a fund, any
pledge or assignment of all or any portion of its rights under this Agreement
and any Note to its trustee in support of its obligations to its trustee; provided, however,that no
such pledge or assignment creating a security interest shall release the
transferor Lender from its obligations hereunder unless and until the parties
thereto have complied with the provisions of Section
12.3.  The Administrative Agent and Borrower may treat the
Person which made any Loan or which holds any Note as the owner thereof for all
purposes hereof unless and until such Person complies with Section 12.3; provided, however, that the
Administrative Agent and Borrower may in its discretion (but shall not be
required to) follow instructions from the Person which made any Loan or which
holds any Note to direct payments relating to such Loan or Note to another
Person.  Any assignee of the rights to any Loan or any Note agrees by
acceptance of such assignment to be bound by all the terms and provisions of the
Loan Documents.  Any request, authority or consent of any Person, who
at the time of making such request or giving such authority or consent is the
owner of the rights to any Loan (whether or not a Note has been issued in
evidence thereof), shall be conclusive and binding on any subsequent holder or
assignee of the rights to such Loan.
  12.2           Participations.
  12.2.1       Permitted Participants;
Effect.  Any Lender may, in the ordinary course of its business
and in accordance with applicable law, at any time sell to one or more banks,
financial institutions, pension funds, or any other funds or entities (“Participants”)
participating interests in any Loan owing to such Lender, any Note held by such
Lender, any Commitment of such Lender or any other interest of such Lender under
the Loan Documents.  In the event of any such sale by a Lender of
participating interests to a Participant, such Lender’s obligations under the
Loan Documents shall remain unchanged, such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations,
such Lender shall remain the holder of any such Note for all purposes under the
Loan Documents, all amounts payable by the Borrower under this Agreement shall
be determined as if such Lender had not sold such participating interests, and
the Borrower and the Administrative Agent shall continue to deal solely and
directly with such Lender in connection with such Lender’s rights and
obligations under the Loan Documents.
  12.2.2       Voting
Rights.  Each Lender shall retain the sole right to approve,
without the consent of any Participant, any amendment, modification or waiver of
any provision of the Loan Documents other than any amendment, modification or
waiver with respect to any Loan or Commitment in which such Participant has an
interest which would require consent of all the Lenders pursuant to the terms of
Section 8.2 or
of any other Loan Document.
  -52-
 12.3           Assignments.
  12.3.1       Permitted
Assignments.  Any Lender may, in the ordinary course of its
business and in accordance with applicable law, at any time assign to any of
such Lender’s affiliates or to one or more banks, financial institutions or
pension funds, or with the prior approval of the Borrower, which shall not be
unreasonably withheld or delayed, any other entity (“Purchasers”) all or
any portion of its rights and obligations under the Loan Documents provided that
any assignment of only a portion of such rights and obligations shall be in an
amount not less than $5,000,000.  In addition, KeyBank National
Association agrees that it will not assign any portion of its Commitment or
Commitments of its affiliates, if such assignment will result in the amount of
the Commitment to be held by KeyBank National Association and its affiliates to
be less than the next highest Commitment amount held by any other Lender
provided that no Default has occurred and is
continuing.  Notwithstanding the foregoing, no approval of the
Borrower shall be required for any such assignment if a Default has occurred and
is then continuing.  Such assignment shall be substantially in the
form of Exhibit
D hereto or in such other form as may be agreed to by the parties
thereto.  The consent of the Administrative Agent shall be required
prior to an assignment becoming effective with respect to a Purchaser which is
not a Lender or an Affiliate thereof.  Such consent shall not be
unreasonably withheld.
  12.3.2       Effect; Effective
Date.  Upon (i) delivery to the Administrative Agent and
Borrower of a notice of assignment, substantially in the form attached as
Exhibit “I” to Exhibit
D hereto (a “Notice of
Assignment”), together with any consents required by Section 12.3.1, and
(ii) payment of a $3,500 fee by the assignor or assignee to the Administrative
Agent for processing such assignment, such assignment shall become effective on
the effective date specified in such Notice of Assignment.  The Notice
of Assignment shall contain a representation by the Purchaser to the effect that
none of the consideration used to make the purchase of the Commitment and Loans
under the applicable assignment agreement are “plan assets” as defined under
ERISA and that the rights and interests of the Purchaser in and under the Loan
Documents will not be “plan assets” under ERISA.  On and after the
effective date of such assignment, such Purchaser shall for all purposes be a
Lender party to this Agreement and any other Loan Document executed by the
Lenders and shall have all the rights and obligations of a Lender under the Loan
Documents, to the same extent as if it were an original party hereto, and no
further consent or action by the Borrower, the Lenders or the Administrative
Agent shall be required to release the transferor Lender, and the transferor
Lender shall automatically be released on the effective date of such assignment,
with respect to the percentage of the Aggregate Commitment and Loans assigned to
such Purchaser.  Upon the consummation of any assignment to a
Purchaser pursuant to this Section 12.3.2, the
transferor Lender, the Administrative Agent and the Borrower shall make
appropriate arrangements so that replacement Notes are issued to such transferor
Lender and new Notes or, as appropriate, replacement Notes, are issued to such
Purchaser, in each case in principal amounts reflecting their Commitment, as
adjusted pursuant to such assignment.
  -53-
 12.4           Dissemination of
Information.  The
Borrower authorizes each Lender to disclose to any Participant or Purchaser or
any other Person acquiring an interest in the Loan Documents by operation of law
(each a “Transferee”) and any
prospective Transferee any and all information in such Lender’s possession
concerning the creditworthiness of the Loan Parties.
  12.5           Tax
Treatment.  If
any interest in any Loan Document is transferred to any Transferee which is
organized under the laws of any jurisdiction other than the United States or any
State thereof, the transferor Lender shall cause such Transferee, concurrently
with the effectiveness of such transfer, to comply with the provisions of Section
3.5.
  ARTICLE
XIII
  NOTICES
  13.1           Giving
Notice.  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 its signature hereto or at such other address (or to counsel for such
party) 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
telex or facsimile, shall be deemed given when transmitted (answerback confirmed
in the case of telexes).
  13.2           Change of
Address.  The
Borrower, the Administrative Agent and any Lender may each change the address
for service of notice upon it by a notice in writing to the other parties
hereto.
  ARTICLE
XIV
  COUNTERPARTS
  This
Agreement may be executed in any number of counterparts, all of which taken
together shall constitute one agreement, and any of the parties hereto may
execute this Agreement by signing any such counterpart.  This
Agreement shall be effective when it has been executed by Borrower, GPLP,
Administrative Agent and the Lenders and each party has notified the
Administrative Agent by telex or telephone, that it has taken such
action.
  
 [Remainder
of page intentionally left blank.]
 
 -54-
 IN
WITNESS WHEREOF, the Borrower, GPLP, the Lenders and the Administrative Agent
have executed this Agreement as of the date first above written.
  GLIMCHER NORTHTOWN VENTURE,
LLC,
 a
Delaware limited liability company
 
 By:
              GLIMCHER
      PROPERTIES LIMITED PARTNERSHIP,
 a
      Delaware limited liability company, its sole
  member
 
 By:
              GLIMCHER
      PROPERTIES CORPORATION,
 a
      Delaware corporation, its sole general
partner
 
 
 By:
      ___________________________________Print
      Name: Mark E. Yale
 Title:  Executive
      Vice President, Chief Financial Officer and
  Treasurer
 
 180 East
Broad Street
 Columbus,
Ohio  43215
 Phone:  614-621-9000
 Facsimile:  614-621-8863
 Attention:  General
Counsel
 
 GB NORTHTOWN,
LLC,
 a
Delaware limited liability company
 
 By:
              GLIMCHER
      PROPERTIES LIMITED PARTNERSHIP,
 a
      Delaware limited liability company, its sole
  member
 
 By:
              GLIMCHER
      PROPERTIES CORPORATION,
 a
      Delaware corporation, its sole general
partner
 
 
 By:
      ___________________________________Print
      Name: Mark E. Yale
 Title:  Executive
      Vice President, Chief Financial Officer and
  Treasurer
 
 180 East
Broad Street
 Columbus,
Ohio  43215
 Phone:  614-621-9000
 Facsimile:  614-621-8863
 Attention:  General
Counsel
 
 [Signatures continue on next
page]
  -55-
 GLIMCHER PROPERTIES LIMITED
PARTNERSHIP, a Delaware limited partnership
 
 By:           Glimcher
Properties Corporation, a Delaware
 corporation, its sole general
partner
 
 By:_________________________________
 Print
Name: Mark E. Yale
 Title:  Executive
Vice President, Chief Financial Officer and Treasurer
 
 180 East
Broad Street
 Columbus,
Ohio  43215
 Phone:  614-621-9000
 Facsimile:  614-621-8863
 Attention:  General
Counsel
 
 [Signatures continue on next
page]
  -56-
 COMMITMENTS:
$15,000,000
  KEYBANK NATIONAL ASSOCIATION,
a national
 banking
association, Individually and as Administrative Agent
 
 
 By:_____________________________________
 Print
Name:  Kevin P. Murray
 Title:  Vice
President
 
 KeyBank
National Association
 127
Public Square
 Cleveland,
Ohio  44114
 Attention:
Real Estate Capital
 Phone:  216-689-4660
 Facsimile:  216-689-4997
 
 [Signatures continue on next
page]
   -57-
 COMMITMENTS:
$15,000,000
  U.S.
BANK NATIONAL ASSOCIATION
 
 By:____________________________________
 Print
Name:  Anthony J. Mathena
 Title:  Vice
President
 
 [Signatures continue on next
page]
   -58-
 COMMITMENTS:
$10,000,000
  HUNTINGTON NATIONAL BANK, a
national banking association
 
 
 By:____________________________________
 Print
Name:  Ronald S. Content
 Title:  Vice
President
 
 
 [Signatures continue on next
page]
   -59-
 EXHIBIT
A
  FORM OF
NOTE
  October
____, 2008
 
 
 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”), hereby
jointly and severally promise to pay to the order of ________________________
(the “Lender”) the aggregate unpaid principal amount of all Loans made by the
Lender to Borrower pursuant to Article II of the Term Loan Agreement (as the
same may be amended or modified, the “Agreement”) hereinafter referred to, in
immediately available funds at the main office of KeyBank National Association
in Cleveland, Ohio, as Administrative Agent, together with interest on the
unpaid principal amount hereof at the rates and on the dates set forth in the
Agreement.  Borrower shall pay remaining unpaid principal of and
accrued and unpaid interest on the Loans in full on the Maturity Date or such
earlier date as may be required under the Agreement.
  The
Lender shall, and is hereby authorized to, record on the schedule attached
hereto, or to otherwise record in accordance with its usual practice, the date
and amount of each Loan and the date and amount of each principal payment
hereunder.
  This Note
is one of the Notes issued pursuant to, and is entitled to the benefits of, the
Term Loan Agreement, dated as of October ____, 2008 among Borrower, Glimcher
Properties Limited Partnership, KeyBank National Association individually and as
Administrative Agent, and the other Lenders named therein, to which Agreement,
as it may be amended from time to time, reference is hereby made for a statement
of the terms and conditions governing this Note, including the terms and
conditions under which this Note may be prepaid or its maturity date
accelerated.  Capitalized terms used herein and not otherwise defined
herein are used with the meanings attributed to them in the
Agreement.
  If there
is a Default under the Agreement or any other Loan Document and Administrative
Agent exercises the remedies provided under the Agreement and/or any of the Loan
Documents for the Lenders, then in addition to all amounts recoverable by the
Administrative Agent and the Lenders under such documents, the Administrative
Agent and the Lenders shall be entitled to receive reasonable attorneys fees and
expenses incurred by the Administrative Agent and the Lenders in connection with
the exercise of such remedies.
  Borrower
and all endorsers severally waive presentment, protest and demand, notice of
protest, demand and of dishonor and nonpayment of this Note, and any and all
lack of diligence or delays in collection or enforcement of this Note, and
expressly agree that this Note, or any payment hereunder, may be extended from
time to time, and expressly consent to the release of any party liable for the
obligation secured by this Note, the release of any of the security for this
Note, the acceptance of any other security therefor, or any other indulgence or
forbearance whatsoever, all without notice to any party and without affecting
the liability of the Borrower and any endorsers hereof.
  A-1
 This Note
shall be governed and construed under the internal laws of the State of
Ohio.
  BORROWER
AND LENDER, BY ITS 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 NOTE
OR ANY OTHER LOAN DOCUMENT OR RELATING THERETO OR ARISING FROM THE LENDING
RELATIONSHIP WHICH IS THE SUBJECT OF THIS NOTE AND
  
  A-2
 AGREE
THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A JUDGE AND NOT BEFORE
A JURY.
  GLIMCHER NORTHTOWN VENTURE,
LLC,
 a
Delaware limited liability company
 
 By:          GLIMCHER
PROPERTIES LIMITED PARTNERSHIP,
 a
Delaware limited liability company,
its sole member
 
 By:          GLIMCHER
PROPERTIES CORPORATION,
 a
Delaware corporation, its sole
general partner
 
 By: _________________________________
 Print
Name:___________________________
 Title:________________________________
 
 180 East
Broad Street
 Columbus,
Ohio  43215
 Phone:  614-621-9000
 Facsimile:  614-621-8863
 Attention:_______________________
  GB NORTHTOWN,
LLC,
 a
Delaware limited liability company
 
 By:          GLIMCHER
PROPERTIES LIMITED PARTNERSHIP,
 a
Delaware limited liability company,
its sole member
 
 By:          GLIMCHER
PROPERTIES CORPORATION,
 a
Delaware corporation, its sole
general partner
 
 By:_________________________________
 Print
Name:___________________________
 Title:________________________________
 
 180 East
Broad Street
 Columbus,
Ohio  43215
 Phone:  614-621-9000
 Facsimile:  614-621-8863
 Attention:_______________________
   A-3
 
 SCHEDULE
OF LOANS AND PAYMENTS OF PRINCIPAL
 TO
 NOTE OF
GLIMCHER NORTHTOWN VENTURE, LLC and GB NORTHTOWN, LLC
  DATED
OCTOBER ___, 2008
  MaturityPrincipal
                                                                                            Maturity
                                                                                            PrincipalAmount
      of
                                                                                            of
      Interest
                                                                                            Amount
                                                                                            UnpaidDate
                                                                                            Loan
                                                                                            Period
                                                                                            Paid
                                                                                            Balance
 
 
 A-4
  EXHIBIT
B
  COMPLIANCE
CERTIFICATE
  KeyBank
National Association, as Administrative Agent
 127
Public Square
 Cleveland,
Ohio  44114
  Re:
              Term
      Loan Agreement dated as of October _____, 2008 (as amended, modified,
      supplemented, restated, or renewed, from time to time, the “Agreement”)
      between GLIMCHER NORTHTOWN VENTURE, LLC (“Glimcher Borrower”), GB
      NORTHTOWN, LLC (“GB Borrower” and collectively with Glimcher Borrower, the
      “Borrower”) GLIMCHER PROPERTIES LIMITED PARTNERSHIP, and KEYBANK NATIONAL
      ASSOCIATION, individually and as Administrative Agent and the other
      lenders parties thereto from time to time
  (“Lenders”).
 
 Reference
is made to the Agreement.  Capitalized terms used in this Certificate
(including schedules and other attachments hereto, this “Certificate”) without
definition have the meanings specified in the Agreement.
  Pursuant
to applicable provisions of the Agreement, Borrower hereby certifies to the
Lenders that the information furnished in the attached schedules, including,
without limitation, each of the calculations listed below are true, correct and
complete in all material respects as of the last day of the fiscal periods
subject to the financial statements and associated covenants being delivered to
the Lenders pursuant to the Agreement together with this Certificate (such
statements the “Financial Statements” and the periods covered thereby the
“reporting period”) and for such reporting periods.
  The
Borrower hereby further certifies to the Lenders that:
  1.           Compliance with Financial
Covenants.  Schedule A attached hereto sets forth financial
data and computations evidencing the Borrower’s compliance with certain
covenants of the Agreement, all of which data and computations are true,
complete and correct.
  2.           Review of
Condition.  The Borrower has reviewed the terms of the
Agreement, including, but not limited to, the representations and warranties of
the Borrower set forth in the Agreement and the covenants of the Borrower set
forth in the Agreement, and has made, or caused to be made under his or her
supervision, a review in reasonable detail of the transactions and condition of
the Borrower through the reporting periods.
  3.           Representations and
Warranties.  To the Borrower’s Knowledge, the representations
and warranties of the Borrower contained in the Loan Documents, including those
contained in the Agreement, are true and accurate in all material respects as of
the date hereof and were true and accurate in all material respects at all times
during the reporting period except as expressly noted on Schedule B
hereto.
  B-1
 4.           Covenants.  To
the Borrower’s Knowledge, during the reporting period, the Borrower observed and
performed all of the respective covenants and other agreements under the
Agreement and the Loan Documents, and satisfied each of the conditions contained
therein to be observed, performed or satisfied by the Borrower, except as
expressly noted on Schedule B hereto.
  5.           No
Default.  To the Borrower’s Knowledge, no Default exists as of
the date hereof or existed at any time during the reporting period, except as
expressly noted on Schedule B hereto.
  [Remainder
of page intentionally left blank.]
   B-2
 IN
WITNESS WHEREOF, this Certificate is executed by the undersigned this ___ day of
___________, 2008.
  GLIMCHER NORTHTOWN VENTURE,
LLC,
 a
Delaware limited liability company
 
 By:          GLIMCHER
PROPERTIES LIMITED PARTNERSHIP,
 a
Delaware limited liability company,
its sole member
 
 By:          GLIMCHER
PROPERTIES CORPORATION,
 a
Delaware corporation, its sole
general partner
 
 
 By:______________________________________
 Print
Name:________________________________
 Title:_____________________________________
 
 180 East
Broad Street
 Columbus,
Ohio  43215
 Phone:  614-621-9000
 Facsimile:  614-621-8863
 Attention:__________________________
  GB NORTHTOWN,
LLC,
 a
Delaware limited liability company
 
 By:          GLIMCHER
PROPERTIES LIMITED PARTNERSHIP,
 a
Delaware limited liability company,
its sole member
 
 By:          GLIMCHER
PROPERTIES CORPORATION,
 a
Delaware corporation, its sole
general partner
 
 
 By:____________________________________
 Print
Name:______________________________
 Title:___________________________________
 
 180 East
Broad Street
 Columbus,
Ohio  43215
 Phone:  614-621-9000
 Facsimile:  614-621-8863
 Attention:__________________________
  B-3
 EXHIBIT
C
  ASSIGNMENT
AGREEMENT
  This
Assignment Agreement (this “Assignment Agreement”) between
__________________________________ (the “Assignor”) and
_________________________ (the “Assignee”) is dated as of _____________,
200_.  The parties hereto agree as follows:
  1.           PRELIMINARY
STATEMENT.  The Assignor is a party to a Term Loan Agreement
(which, as it may be amended, modified, renewed or extended from time to time is
herein called the “Loan Agreement”) described in Item 1 of Schedule 1 attached
hereto (“Schedule 1”).  Capitalized terms used herein and not
otherwise defined herein shall have the meanings attributed to them in the Loan
Agreement.
  2.           ASSIGNMENT AND
ASSUMPTION.  The Assignor hereby sells and assigns to the
Assignee, and the Assignee hereby purchases and assumes from the Assignor, an
interest in and to the Assignor’s rights and obligations under the Loan
Agreement such that after giving effect to such assignment the Assignee shall
have purchased pursuant to this Assignment Agreement the percentage interest
specified in Item 3 of Schedule 1 of all outstanding rights and obligations
under the Credit Agreement and the other Loan Documents.  The dollar
amount of the Commitment purchased by the Assignee hereunder is also set forth
in Item 3 of Schedule 1.
  3.           EFFECTIVE
DATE.  The effective date of this Assignment Agreement (the
“Effective Date”) shall be the later of the date specified in Item 5 of Schedule
1 or two (2) Business Days (or such shorter period agreed to by the Agent) after
a Notice of Assignment substantially in the form of Exhibit “I” attached hereto
has been delivered to the Agent.  Such Notice of Assignment must
include the consent of the Agent to the extent required by Section 12.3.1
of the Loan Agreement.  In no event will the Effective Date occur if
the payments required to be made by the Assignee to the Assignor on the
Effective Date under Section 4 hereof are
not made on the proposed Effective Date.  The Assignor will notify the
Assignee of the proposed Effective Date no later than the Business Day prior to
the proposed Effective Date.  As of the Effective Date, (i) the
Assignee shall have the rights and obligations of a Lender under the Loan
Documents with respect to the rights and obligations assigned to the Assignee
hereunder and (ii) the Assignor shall relinquish its rights and be released from
its corresponding obligations under the Loan Documents with respect to the
rights and obligations assigned to the Assignee hereunder.
  4.           PAYMENTS
OBLIGATIONS.  On and after the Effective Date, the Assignee
shall be entitled to receive from the Agent all payments of principal, interest
and fees with respect to the interest assigned hereby.  The Assignee
shall advance funds directly to the Agent with respect to all Loans and
reimbursement payments made on or after the Effective Date with respect to the
interest assigned hereby.  In consideration for the sale and
assignment of Loans hereunder, the Assignee shall pay the Assignor, on the
Effective Date, an amount equal to the principal amount of the portion of all
Loans assigned to the Assignee hereunder which is outstanding on the Effective
Date.  The Assignee will promptly remit to the Assignor (i) the
portion of any principal payments assigned hereunder and received from the Agent
and (ii) any amounts of interest on Loans and fees received from the Agent
to the extent either (i) or (ii) relate to the portion of the Loans assigned to
the Assignee hereunder for periods prior to the Effective Date and have not been
previously paid by the Assignee to the Assignor.  In the event that
either party hereto receives any payment to which the other party hereto is
entitled under this Assignment Agreement, then the party receiving such amount
shall promptly remit it to the other party hereto.
  C-1
 5.           REPRESENTATIONS OF THE
ASSIGNOR; LIMITATIONS ON THE ASSIGNOR’S LIABILITY.  The
Assignor represents and warrants:  (a) that it is the legal and
beneficial owner of the interest being assigned by it hereunder, (b) that
such interest is free and clear of any adverse claim created by the Assignor,
(c) that it has all necessary right and authority to enter into this
Assignment, (d) that the Loan Agreement has not been modified or amended,
(e) that the Assignor is not in default under the Loan Agreement, and
(f) that, to the best of Assignor’s knowledge, the Borrower is not in
Default under the Credit Agreement.  It is understood and agreed that
the assignment and assumption hereunder are made without recourse to the
Assignor and that the Assignor makes no other representation or warranty of any
kind to the Assignee.  Neither the Assignor nor any of its officers,
directors, employees, agents or attorneys shall be responsible for (i) the due
execution, legality, validity, enforceability, genuineness, sufficiency or
collectability of any Loan Document, including without limitation, documents
granting the Assignor and the other Lenders a security interest in assets of the
Borrower or any guarantor, (ii) any representation, warranty or statement made
in or in connection with any of the Loan Documents, (iii) the financial
condition or creditworthiness of the Borrower or any guarantor, (iv) the
performance of or compliance with any of the terms or provisions of any of the
Loan Documents, (v) inspecting any of the Property, books or records of the
Borrower, (vi) the validity, enforceability, perfection, priority, condition,
value or sufficiency of any collateral securing or purporting to secure the
Loans or (vii) any mistake, error of judgment, or action taken or omitted to be
taken in connection with the Loans or the Loan Documents.
  6.           REPRESENTATIONS OF THE
ASSIGNEE.  The Assignee (i) confirms that it has received a
copy of the Loan Agreement, together with copies of the financial statements
requested by the Assignee and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Assignment Agreement, (ii) agrees that it will, independently and without
reliance upon the Agent, the Assignor or any other Lender and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the Loan
Documents, (iii) appoints and authorizes the Agent to take such action as agent
on its behalf and to exercise such powers under the Loan Documents as are
delegated to the Agent by the terms thereof, together with such powers as are
reasonably incidental thereto, (iv) agrees that it will perform in accordance
with their terms all of the obligations which by the terms of the Loan Documents
are required to be performed by it as a Lender, (v) agrees that its payment
instructions and notice instructions are as set forth in the attachment to
Schedule 1, and (vi) confirms that none of the funds, monies, assets or other
consideration being used to make the purchase and assumption hereunder are “plan
assets” as defined under ERISA and that its rights, benefits and interests in
and under the Loan Documents will not be “plan assets” under ERISA.
  7.           INDEMNITY.  The
Assignee agrees to indemnify and hold the Assignor harmless against any and all
losses, costs and expenses (including, without limitation, reasonable attorneys’
fees) and liabilities incurred by the Assignor in connection with or arising in
any manner from the Assignee’s non-performance of the obligations assumed by
Assignee under this Assignment Agreement on and after the Effective
Date.  The Assignor agrees to indemnify and hold the Assignee harmless
against any and all losses, costs and expenses (including, without limitation,
reasonable attorneys’ fees) and liabilities incurred by the Assignee in
connection with or arising in any manner from the Assignor’s non-performance of
the obligations assigned to Assignee under this Assignment Agreement prior to
the Effective Date.
  C-2
 8.           SUBSEQUENT
ASSIGNMENTS.  After the Effective Date, the Assignee shall have
the right pursuant to Section 12.3.1 of the
Loan Agreement to assign the rights which are assigned to the Assignee hereunder
to any entity or person, provided that (i) any such subsequent assignment does
not violate any of the terms and conditions of the Loan Documents or any law,
rule, regulation, order, writ, judgment, injunction or decree and that any
consent required under the terms of the Loan Documents has been obtained and
(ii) unless the prior written consent of the Assignor is obtained, the Assignee
is not thereby released from its obligations to the Assignor hereunder, if any
remain unsatisfied, including, without limitation, its obligations under Sections 4 and 7
hereof.
  9.           REDUCTIONS OF AGGREGATE
COMMITMENT.  If any reduction in the Aggregate Commitment
occurs between the date of this Assignment Agreement and the Effective Date, the
percentage interest specified in Item 3 of Schedule 1 shall remain the same, but
the dollar amount purchased shall be recalculated based on the reduced Aggregate
Commitment.
  10.           ENTIRE
AGREEMENT.  This Assignment Agreement and the attached Notice
of Assignment embody the entire agreement and understanding between the parties
hereto and supersede all prior agreements and understandings between the parties
hereto relating to the subject matter hereof.
  11.           GOVERNING
LAW.  This Assignment Agreement shall be governed by the
internal law, and not the law of conflicts, of the State of Ohio.
  12.           NOTICES.  Notices
shall be given under this Assignment Agreement in the manner set forth in the
Loan Agreement.  For the purpose hereof, the addresses of the parties
hereto (until notice of a change is delivered) shall be the address set forth in
the attachment to Schedule 1.
  [Remainder
of page intentionally left blank.]
  C-3
 IN
WITNESS WHEREOF, the parties hereto have executed this Assignment Agreement by
their duly authorized officers as of the date first above written.
  
 ASSIGNOR:
 
 [__________________________________]
 
 
 
 By:_____________________________________________
 Name:___________________________________________
 Title:____________________________________________
 
 
 ASSIGNEE:
 
 [__________________________________]
 
 
 
 By:_____________________________________________
 Name:___________________________________________
 Title:____________________________________________
   C-4
 Attachment
to SCHEDULE 1 to ASSIGNMENT AGREEMENT
 
 Attach
Assignor’s Administrative Information Sheet, which must
 include
notice address for the Assignor and the Assignee
 
 [to
be provided by KeyBank]
   C-5
 SCHEDULE
1
 to
Assignment Agreement
 
 
 1.
              Description
      and Date of Agreement:  Term Loan Agreement dated as of October
      __, 2008 among Glimcher Northtown Venture, LLC, GB Northtown, LLC,
      Glimcher Properties Limited Partnership, KeyBank National Association as
      “Administrative Agent” and the Several Lenders From Time to Time Parties
      Hereto, as Lenders.
  
 2.
              Date
      of Assignment Agreement:_____________,
200_
  
 3.
              Amounts
      (As of Date of Item 2 above):
  a.
                  Aggregate Commitment
      under
      Loan Agreement
                  $40,000,000b.
                  Dollar Amount of
      Commitment Purchased
      by Assignee under thisAssignment
      Agreement:
                  $____________b.
                  Assignee’s
      Percentage of
      the Aggregate Commitmentpurchased
      under thisAssignment
      Agreement**
                  _____________%
  4.
              Proposed
      Effective
Date:  ___________________
 
 
 Accepted
and Agreed:
 
 KEYBANK
NATIONAL ASSOCIATION
 as
Administrative Agent
 
 
 By: _________________________________
 Title:________________________________
 
 **  Percentage
taken to 10 decimal places.
   
 EXHIBIT
“I”
 to
Assignment Agreement
 
 NOTICE OF
ASSIGNMENT
 
 
 ______________, 200_
 
 
 To:
              KeyBank
      National Association
 127 Public Square
 Cleveland, Ohio 44114
 Attention:  Real Estate
Capital
 
 BORROWER:
 
 Glimcher
Northtown Venture, LLC
 GB
Northtown, LLC
 180 East
Broad Street
 Columbus,
Ohio 43215
 
 
 From:
              [NAME
      OF ASSIGNOR] (the “Assignor”)
 
 [NAME OF
ASSIGNEE] (the “Assignee”)
 
 
 1.          We
refer to that Term Loan Agreement (the “Loan Agreement”) described in Item 1 of
Schedule 1 attached hereto (“Schedule 1”).  Capitalized terms used
herein and not otherwise defined herein shall have the meanings attributed to
them in the Loan Agreement.
  2.          This
Notice of Assignment (this “Notice”) is given and delivered to the Agent
pursuant to Section 12.3.2
of the Loan Agreement.
  3.          The
Assignor and the Assignee have entered into an Assignment Agreement, dated as
of  , 200_ (the
“Assignment”), pursuant to which, among other things, the Assignor has sold,
assigned, delegated and transferred to the Assignee, and the Assignee has
purchased, accepted and assumed from the Assignor the percentage interest
specified in Item 3 of Schedule 1 of all outstanding rights and obligations
under the Loan Agreement.  The Effective Date of the Assignment shall
be the later of the date specified in Item 5 of Schedule 1 or two (2) Business
Days (or such shorter period as agreed to by the Agent) after this Notice of
Assignment and any fee required by Section 12.3.2 of the
Loan Agreement have been delivered to the Agent, provided that the Effective
Date shall not occur if any condition precedent agreed to by the Assignor and
the Assignee has not been satisfied.
  4.          The
Assignor and the Assignee hereby give to the Agent notice of the assignment and
delegation referred to herein.  The Assignor will confer with the
Agent before the date specified in Item 5 of Schedule 1 to determine if the
Assignment Agreement will become effective on such date pursuant to Section 3 hereof, and
will confer with the Agent to determine the Effective Date pursuant to Section 3 hereof if
it occurs thereafter.  The Assignor shall notify the Agent if the
Assignment Agreement does not become effective on any proposed Effective Date as
a result of the failure to satisfy the conditions precedent agreed to by the
Assignor and the Assignee.   At the request of the Agent, the
Assignor will give the Agent written confirmation of the satisfaction of the
conditions precedent.
  
 5.          If
Notes are outstanding on the Effective Date, the Assignor and the Assignee
request and direct that the Agent prepare and cause the Borrower to execute and
deliver new Notes or, as appropriate, replacements notes, to the Assignor and
the Assignee.  The Assignor and, if applicable, the Assignee each
agree to deliver to the Agent the original Note received by it from the Borrower
upon its receipt of a new Note in the appropriate amount.
  6.          The
Assignee advises the Agent that notice and payment instructions are set forth in
the attachment to Schedule 1.
  7.          The
Assignee hereby represents and warrants that none of the funds, monies, assets
or other consideration being used to make the purchase pursuant to the
Assignment are “plan assets” as defined under ERISA and that its rights,
benefits, and interests in and under the Loan Documents will not be “plan
assets” under ERISA.
  8.          The
Assignee authorizes the Agent to act as its agent under the Loan Documents in
accordance with the terms thereof.  The Assignee acknowledges that the
Agent has no duty to supply information with respect to the Borrower or the Loan
Documents to the Assignee until the Assignee becomes a party to the Loan
Agreement.*
  *May be
eliminated if Assignee is a party to the Loan Agreement prior to the Effective
Date.
  NAME
      OF ASSIGNOR
                          NAME
      OF ASSIGNEEBy: __________________________
                          By:____________________________Title:_________________________
                          Title:___________________________
  
 
  ACKNOWLEDGED
AND, IF REQUIRED BY THE LOAN AGREEMENT, CONSENTED TO BY KEYBANK NATIONAL
ASSOCIATION, AS AGENT
  
 
 By:________________________________
 Title:_______________________________
   
 [Attach
photocopy of Schedule 1 to Assignment]
   
 EXHIBIT
D
  SITE
PLAN OF OUTPARCELS
    
 D-1
 EXHIBIT
E
  ENVIRONMENTAL INVESTIGATION
SPECIFICATIONS AND PROCEDURES
 
 
 Phase I
Environmental Site Assessments to be prepared in accordance with the ASTM
Standard Practice for Environmental Site Assessments:  Phase I
Environmental Site Assessment Process (ASTM Designation E1527-94), a summary of
which follows:
  This ASTM
practice is generally considered the industry standard for conducting a Phase I
Environmental Site Assessment (ESA).  The purpose of this standard is
to “define good commercial and customary practice in the United States of
America for conducting an ESA of a parcel of commercial real estate with respect
to the range of contaminants within the scope of the Comprehensive Environmental
Response, Compensation and Liability Act (CERCLA) and petroleum
products.”  The ASTM Phase I ESA is intended to permit a user to
satisfy one of the requirements to qualify for the innocent landowner defense to
CERCLA liability; that is, the practice that constitutes “all appropriate
inquiry into the previous ownership and uses of the property consistent with
good commercial or customary practices” as defined in 42 USC
9601(35)(B).
  The goal
of the ASTM Phase I ESA is to identify “recognized environmental
conditions.”  Recognized environmental conditions means the presence
or likely presence of any hazardous substances or petroleum products on a
property under conditions that indicate an existing release, a past release, or
a material threat of a release of any hazardous substances or petroleum products
into structures on the property or into the ground, groundwater, or surface
water of the property.  The term includes hazardous substances or
petroleum products even under conditions in compliance with laws.  The
term is not intended to include de minimus conditions that generally would
not be the subject of an enforcement action if brought to the attention of
appropriate governmental agencies.
  The ASTM
standard indicates that a Phase I ESA should consist of four main
components:  1) Records Review; 2) Site Reconnaissance; 3) Interviews;
and 4) Report.  The purpose of the records review is to obtain and
review records that will help identify recognized environmental conditions in
connection with the property.  The site reconnaissance involves
physical observation of the property’s exterior and interior, as well as an
observation of adjoining properties.  Interviews with previous and
current owners and occupants, and local government officials provides insight
into the presence or absence of recognized environmental conditions in
connection with the property.  The final component of the ESA, the
report, contains the findings of the ESA and conclusions regarding the presence
or absence of recognized environmental conditions in connection with the
property.  It includes documentation to support the analysis,
opinions, and conclusions found in the report.
  While the
use of this practice is intended to constitute appropriate inquiry for purposes
of CERCLA’s innocent landowner defense, it is not intended that its use be
limited to that purpose.  The ASTM standard is intended to be an
approach to conducting an inquiry designed to identify recognized environmental
conditions in connection with a property, and environmental site
assessments.
  E-1
 EXHIBIT
F
  FORM OF OPINION OF
BORROWER’S AND GUARANTOR’S COUNSEL
  
  __________________,
2008
  
 KeyBank
National Association
 as
Administrative Agent for the Lenders
 127
Public Square, 8th
Floor
 Cleveland,
Ohio  44114
  Re:
              $40,000,000 Term Loan
      to Glimcher Northtown Venture, LLC and GB Northtown, LLC (collectively ,
      the “Borrower”)
  Ladies
and Gentlemen:
  We have
acted as counsel for Borrower and Glimcher Properties Limited Partnership
(“Guarantor”) in connection with a $40,000,000 secured term loan to Borrower,
(the “Loan”), which Loan is being made pursuant to that certain Term Loan
Agreement dated as of October __, 2008 (the “Loan Agreement”) among Borrower,
Guarantor, KeyBank National Association and the several lenders from time to
time parties thereto (collectively, the “Lenders”), and KeyBank National
Association, as Administrative Agent (the “Agent”).  All capitalized
terms used herein shall have the meanings ascribed to them in the Loan
Agreement.
  In
connection with the Loan we have been furnished with originals or copies
certified to our satisfaction of the operating agreements, partnership
agreements and certificates of limited partnership, and Articles of
Incorporation and Bylawsof the general partner
of the Guarantor, acting on behalf of the Guarantor individually and in its
capacity as the sole member of the Borrower and all such corporate and other
records of the Borrower, Guarantor and such general partner, with such
declarations and agreements, and certificates of officers and representatives of
the Borrower and Guarantor, with such other documents, and we have made such
other examinations and investigations as we have deemed necessary as a basis for
the opinions expressed below.
  We have
examined the originals of the following documents, each of which is addressed to
the Lender or to which the Lender is a party (all of which are sometimes
collectively referred to as the “Loan Documents”):
  1.           The
Loan Agreement;
  2.           The
Notes;
  3.           The
Guaranties;
  4.           The
Environmental Indemnity;
  F-1
 5.           The
Mortgage; and
  6.           The
other Security Documents.
  Based
upon the foregoing, we are of the opinion that:
  1.
              Borrower
      is a limited liability company and the Guarantor is a limited partnership,
      both duly formed, validly existing and in good standing under the laws of
      the State of Delaware.  Borrower and Guarantor each have all
      requisite power and authority to own its properties, carry on its business
      and to deliver and perform its obligations under the Loan
      Documents.
  2.
              The
      general partner of Guarantor is a corporation or trust duly organized,
      validly existing and in good standing under the laws of the State of
      Delaware.  The general partner of Guarantor has all requisite
      power and authority to own its properties, carry on its business and to
      deliver and perform its obligations under the Loan
    Documents.
  3.
              The
      execution, delivery, and performance by each of the Borrower of the Loan
      Documents to which it is a party has been duly authorized by all necessary
      action of the Borrower and Guarantor and does not (i) require any
      consent or approval of any partner or shareholder of such entity or any
      other person or entity excepting such consents or approvals as have
      actually been obtained; (ii) violate any provision of any law, rule,
      or regulation of the United States or the State of Ohio, or any provision
      of the limited liability company, partnership or corporate law presently
      in effect having applicability to the Borrower or Guarantor or Guarantor’s
      general partner, as applicable; (iii) violate any provision of the
      operating agreement of the Borrower or the partnership agreement of the
      Guarantor or the articles of incorporation or bylaws of Guarantor’s
      general partner; (iv) violate any presently existing statutory or
      administrative provision or judicial decision applicable to the Borrower
      or the Guarantor or its general partner; or (v) result in a breach
      of, or constitute a default under, any agreement or instrument affecting
      the Borrower or the Guarantor or Guarantor’s general
    partner.
  4.
              Each
      Loan Document to which it is a party (a) has been properly authorized,
      executed and delivered by the Borrower and the Guarantor,
      (b) constitutes the legal, valid, and binding obligations of the
      Borrower and the Guarantor, and (c) is enforceable in accordance with
      its terms, except that we express no opinion regarding the enforceability
      of the Mortgage under Minnesota
law.
  5.
              To
      our knowledge, no presently existing authorization, exemption, consent,
      approval, license, or registration with any court or governmental
      department, commission, bureau, agency, or instrumentality will be
      necessary for the valid, binding, and enforceable execution, delivery and
      performance by the Borrower of the Loan
  Documents.
  6.
              To
      our knowledge, there are no actions, suits, or proceedings pending or
      threatened against the Borrower or the Guarantor before any court or
      governmental entity or instrumentality which could reasonably be expected
      to have a Material Adverse Effect (as defined in the Loan
      Agreement).
  F-2
 7.
              The
      Loan Documents (other than the Mortgage) are governed by the laws of the
      State of Ohio, and the Loan, including the interest rate reserved in the
      applicable Note and all fees and charges paid or to be paid by or on
      behalf of Borrower in connection with such Loan pursuant to the applicable
      Loan Documents, is not in violation of the usury laws of the State of
      Ohio.
  The
opinions expressed herein are expressly made subject to and qualified by the
following:
  (a)  We
have assumed that the Loan Documents are duly authorized and validly executed
and delivered by the Agent, the Lenders and all other parties other than the
Borrower and the Guarantor.
  (b)  This
opinion is based upon existing laws, ordinances and regulations in effect as of
the date hereof.
  (c)  This
opinion is limited to the laws of the State of Ohio and applicable federal law
and no opinion is expressed as to the laws of any other
jurisdiction.
  (d)  We
have assumed the authenticity of all documents submitted to us as originals
(other than the Loan Documents) and the conformity to original documents of all
documents (other than the Loan Documents) submitted to us as certified or
photostatic copies.
  (e)  The
opinions expressed herein are qualified to the extent that: (i) the
enforceability of any rights or remedies in any agreement or instruments may be
limited by applicable bankruptcy, insolvency, reorganization or similar laws
affecting the rights of creditors generally; and (ii) the availability of
specific performance, injunctive relief or any other equitable remedy is subject
to the discretion of a court of competent jurisdiction.
  This
opinion may be relied upon by only by the addressees hereof, its attorneys,
auditors, advisors, participants, and their respective successors and assigns,
and not by any other party.
  Very
truly yours,
  
 F-3
  EXHIBIT
G
  BORROWING
NOTICE
  Date
 
 
 KeyBank
National Association
 Real
Estate Capital
 800
Superior, OH-01-02-0628
 Cleveland,
OH  44114
 Attention:
[__________________]
 
 
 Borrowing
Notice
 
 Glimcher
Northtown Venture, LLC and GB Northtown, LLC (collectively, the “Borrower”)
hereby requests an Advance pursuant to Section 2.7 of the Term Loan Agreement,
dated as of October __, 2008 (as amended or modified from time to time, the
“Loan Agreement”), among the Borrower, Glimcher Properties Limited Partnership,
the Lenders referenced therein, and you, as an administrative agent for the
Lenders.
 
 An
Advance is requested to be made in the amount of $___________, to be made on
______, 200_.  Such Advance shall be a [LIBOR] [Floating Rate]
Advance.  [The applicable LIBOR Interest Period shall be
_____________.]
 
 The
proceeds of the requested loan shall be directed to the following
account:
 
 Wiring
Instructions:
 _______________________________
 _______________________________
 _______________________________
 _______________________________
 
 In
support of this request, the Borrower hereby represents and warrants to the
Administrative Agent and the Lenders that acceptance of the proceeds of such
Advance by the Borrower shall be deemed to further represent and warrant that
all requirements of Section 4.1 of the Loan Agreement in connection with such
Advance have been satisfied at the time such proceeds are
disbursed.
 
 Date:_________________________________
 
 [Signatures
appear on following page]
   G-1
 GLIMCHER
NORTHTOWN VENTURE, LLC,
 a
Delaware limited liability company
 
 By:          GLIMCHER
PROPERTIES LIMITED PARTNERSHIP,
 a
Delaware limited liability company,
its sole member
 
 By:          GLIMCHER
PROPERTIES CORPORATION,
 a
Delaware corporation, its sole
general partner
 
 
 By:__________________________________
 Print
Name:____________________________
 Title:_________________________________
 
 180 East
Broad Street
 Columbus,
Ohio  43215
 Phone:  614-621-9000
 Facsimile:  614-621-8863
 Attention:_________________________
 
 
 GB
NORTHTOWN, LLC,
 a
Delaware limited liability company
 
 By:          GLIMCHER
PROPERTIES LIMITED PARTNERSHIP,
 a
Delaware limited liability company,
its sole member
 
 By:          GLIMCHER
PROPERTIES CORPORATION,
 a
Delaware corporation, its sole
general partner
 
 
 By:__________________________________
 Print
Name:____________________________
 Title:_________________________________
 
 180 East
Broad Street
 Columbus,
Ohio  43215
 Phone:  614-621-9000
 Facsimile:  614-621-8863
 Attention: ________________________
  
 G-2
 EXHIBIT
H
  FORM OF
MORTGAGE
    
 H-1
 EXHIBIT
I
  ENVIRONMENTAL
AND HAZARDOUS
 SUBSTANCES INDEMNITY
AGREEMENT
  
 
 I-1
 EXHIBIT
J
  ACCOUNT SECURITY, PLEDGE,
ASSIGNMENT AND CONTROL AGREEMENT
    
 J-1
 EXHIBIT
K
  LIMITED PAYMENT
GUARANTY
  
   
 K-1
 EXHIBIT
K-2
  NON-RECOURSE CARVEOUT
GUARANTY
    
 K-2
 SCHEDULE 1
  EXCEPTIONS, IF ANY, TO
OWNERSHIP FREE OF UNPERMITTED LIENS
 (Section 5.12)
   NONE
    Schedule
1 - Page 1
 SCHEDULE 2
  LITIGATION
 (See
Section 5.6)
  NONE
   Schedule
2 - Page 1
  SCHEDULE 3
  ENVIRONMENTAL
MATTERS
 (See
Section 5.17)
   None
except as disclosed in that certain Phase I Environmental Site Assessment for
Northtown Mall, dated September 25, 2008, prepared by Professional Service
Industries, Inc. and designated as PSI Project 888-8F071 which report has been
delivered to Administrative Agent.
    Schedule
3 - Page 1
 SCHEDULE 4
  INTENTIONALLY
OMITTED
     Schedule
4 - Page 1
 SCHEDULE 5
  SURVEY CERTIFICATION
REQUIREMENTS
  Form of
Survey Certification
 
 
 CERTIFICATION
FOR SURVEYS (LONG-FORM)
 
 
 153.  I hereby
certify to KeyBank National Association, its successors and assigns,
and  Glimcher Northtown Venture, LLC, and GB Northtown, LLC, as
Borrower, and  LandAmerican Title Insurance Company that the survey
prepared by me entitled “ ________ “ was actually made upon the ground and that
it and the information, courses and distances shown thereon are correct; that
the title lines and lines of actual possession are the same; that the size,
location and type of buildings and improvements are as shown and all are within
the boundary lines of the property; that the property is zoned as ___________
and any required setbacks are as shown; that there are no easements,
encroachments or use affecting this property appearing from a careful physical
inspection of the same, other than those shown and depicted thereon; that all
utility services required for the operations of the premises either enter the
premises through adjoining public streets, or the survey shows the point of
entry and location of any utilities which pass through or are located on
adjoining private land; that the survey shows the location of all visible storm
drainage systems for the collection and disposal of all roof and surface
drainage; that any discharge into streams, rivers or other conveyance system is
shown on the survey, if such waterway is on or adjacent to the property; and
that the parcels described heron do not lie within flood hazard areas in
accordance with the document entitled “Department of Housing and Urban
Development, Federal Insurance Administration - Special Flood Hazard Area Maps”.
This survey is made in accordance with the “Minimum Standard Detail Requirements
for Land Title Surveys” jointly established and adopted by ALTA and ACSM in 1999
for Class A Urban Survey and includes items 1-4 and 6-16 of Table
A.  Pursuant to the Accuracy Standards as adopted by ALTA, NSPS, and
ACSM and in effect on the date of this certification, the undersigned further
certifies that:  [Surveyor to complete with appropriate choice from
Minimum Standard Detail Requirement]
   Schedule
5 - Page 1
  SCHEDULE 6
  TITLE
REQUIREMENTS
  1.
              Title
      Insurance Company Requirements. The maximum single risk (i.e., the amount
      insured under any one policy) by a title insurer may not exceed 25% of
      that insurer’s surplus and statutory reserves.  Reinsurance must
      be obtained by closing for any policy exceeding such
    amount.
  2.
              Loan
      Policy Forms. Standard 1992 American Land Title Association (“ALTA”) form
      of loan title insurance policy, or the 1970 (amended October 17, 1970)
      ALTA loan form policies must be
used.
  3.
              Insurance
      Amount. The amount insured must equal at least the original principal
      amount of the Loan.
  4.
              Named
      Insured. The named insured under the Title Policy must be substantially
      the same as the following: “KeyBank National Association, and its
      respective successors and assigns, as administrative
    agent.”
  5.
              Creditors’
      Rights. Any “creditors’ rights” exception or other exclusion from coverage
      for voidable transactions under bankruptcy, fraudulent conveyance, or
      other debtor protection laws or equitable principles must be removed by
      either an endorsement or a written
waiver.
  6.
              Arbitration.
      In the event that the form policy which is utilized includes a compulsory
      arbitration provision, the insurer must agree that such compulsory
      arbitration provisions do not apply to any claims by or on behalf of the
      insured. Please note that the 1987 and 1992 ALTA form loan policies
      include such provisions.
  7.
              Date
      of Policy. The effective date of the Title Policy must be as of the date
      and time of the closing.
  8.
              Legal
      Description. The legal description of the property contained in the Title
      Policy must conform to (a) the legal description shown on the survey of
      the property, and (b) the legal description contained in the Mortgage. In
      any event, the Title Policy must be endorsed to provide that the insured
      legal description is the same as that shown on the
  survey.
  9.
              Easements.
      Each Title Policy shall insure, as separate parcels: (a) all appurtenant
      easements and other estates benefiting the property, and (b) all other
      rights, title, and interests of the borrower in real property under
      reciprocal easement agreements, access agreements, operating agreements,
      and agreements containing covenants, conditions, and restrictions relating
      to the Collateral Asset.
  10.
              Exceptions
      to Coverage. With respect to the exceptions, the following
      applies:
  a)
              Each
      Title Policy shall afford the broadest coverage available in the state in
      which the Collateral Asset is
located.
  Schedule
6 - Page 1
 b)
              The
      “standard” exceptions (such as for parties in possession or other matters
      not shown on public records) must be
deleted.
  c)
              The
      “standard” exception regarding tenants in possession under residential
      leases, should also be deleted. For commercial properties, a rent roll
      should be attached in lieu of the general
  exception.
  d)
              The
      standard survey exception to the Title Policy must be deleted. Instead, a
      survey reading reflecting the current survey should be
      incorporated.
  e)
              Any
      exception for taxes, assessments, or other lienable items must expressly
      insure that such taxes, assessments, or other items are not yet due and
      payable.
  f)
              Any
      lien, encumbrance, condition, restriction, or easement of record must be
      listed in the Title Policy, and the Title Policy must affirmatively insure
      that the improvements do not encroach upon the insured easements or insure
      against all loss or damage due to such
  encroachment
  g)
              The
      Title Policy may not contain any exception for any filed or unfiled
      mechanics’ or materialmen’s liens.
  h)
              In
      the event that a comprehensive endorsement has been issued and any
      Schedule B exceptions continue to be excluded from the coverage provided
      through that endorsement, then a determination must be made whether such
      exceptions would be acceptable to the Administrative Agent.  In
      the event that it is determined that such exception is acceptable, a
      written explanation regarding the acceptability must be submitted as part
      of the delivery of the loan
documents.
  If
Schedule B indicates the presence of any easements that are not located on the
survey, the Title Policy must provide affirmative insurance against any loss
resulting from the exercise by the holder of such easement of its right to use
or maintain that easement. ALTA Form 103.1 or an equivalent endorsement is
required for this purpose.
  1.
              Endorsements.
      With respect to endorsements, the following
  applies:
  a)
              Each
      Title Policy must include an acceptable environmental protection lien
      endorsement on ALTA Form 8.1. Please note that Form 8.1 may take exception
      for an entire statute which contains one or more specific sections under
      which environmental protection liens could take priority over the
      Mortgage; provided, however, that such specific sections under which the
      lien could arise must also be
referenced.
  b)
              Each
      Title Policy must contain an endorsement which provides that the insured
      legal description is the same as shown on the
  survey.
  c)
              Each
      Title Policy must contain a comprehensive endorsement (ALTA Form 9) if a
      lien, encumbrance, condition, restriction, or easement is listed in
      Schedule B to the title insurance
policy.
  Schedule
6 - Page 2
 d)
              Lender
      may require the following endorsements where applicable and
      available:
  Access
                doing
      business
                reverterAddress
                first
      loss
                single
      tax lotAssessment
                last
      dollar
                subdivisionAssignment
      of leases and rents
                leasehold
                tie
      inAssignment
      of loan documents
                mineral
      rights
                usuryContinguity
                mortgage
      tax
                zoning
      (ALTA 3.1 – w/parking)
  2.
              Other
      Coverages. Each Title Policy shall insure the following by endorsement or
      affirmative insurance to the extent such coverage is not afforded by the
      ALTA Form 9 or its equivalent in a particular
  jurisdiction:
  a)
              that
      no conditions, covenants, or restrictions of record affecting the
      property:
  (i)
              have
      been violated,
  (ii)
              create
      lien rights which prime the insured
mortgage,
  (iii)
              contain
      a right of reverter or forfeiture, a right of reentry, or power of
      termination, or
  (iv)
              if
      violated in the future would result in the lien created by the insured
      mortgage or title to the property being lost, forfeited, or subordinated;
      and
  b)
              that
      except for temporary interference resulting solely from maintenance,
      repair, replacement, or alteration of lines, facilities, or equipment
      located in easements and rights of way taken as certain exceptions to each
      Title Policy, such exceptions do not and shall not prevent the use and
      operation of the Collateral Asset or the improvements as used and operated
      on the effective date of the Title
Policy.
  3.
              Informational
      Matters.  The Title Policy must include, as an informational
      note, the following:
  a)
              The
      recorded plat number together with recording information;
    and
  b)
              The
      property parcel number or the tax identification number, as
      applicable.
  4.
              Delivery
      of Copies.  Legible copies of all easements, encumbrances, or
      other restrictions shown as exceptions on the Title Policy must be
      delivered with the first draft of the title
  commitment.
   Schedule
6 - Page 3
 SCHEDULE 7
  INSURANCE
REQUIREMENTS
 
 
 Borrower
shall obtain and keep in full force and effect either builder’s risk insurance
(the “Builder’s Risk Insurance policy”) coverage or permanent All Perils
insurance coverage as appropriate, satisfactory to the Administrative Agent, on
the Collateral Asset.  All insurance policies shall be issued by
carriers with a Best’s
Insurance Reports policy holder’s rating of A and a financial size
category of Class X and shall include a standard mortgage clause (without
contribution) in favor of and acceptable to the Administrative
Agent.  The policies shall provide for the following, and any other
coverage that the Administrative Agent may from time to time deem
necessary:
  (a)           Coverage
Against All Peril and/or Builders Risk in the amount of 100% of the replacement
cost of all Improvements located or to be located on the Collateral
Asset.  If the policy is written on a CO-INSURANCE basis, the policy
shall contain an AGREED AMOUNT ENDORSEMENT as evidence that the coverage is in
an amount sufficient to insure the full amount of the mortgage
indebtedness.  “KeyBank National Association and its successors and
assigns”, as Administrative Agent shall be named as the “Mortgagee” and “Loss
Payee”.
  (b)           Public
liability coverage in a minimum amount of not less than $2,000,000 per
occurrence and $5,000,000 in the aggregate.  “KeyBank National
Association and its successors and assigns”, as Administrative Agent shall be
named as an “Additional Insured”.
  (c)           Rent
loss or business interruption coverage in a minimum amount approved by Lender of
not less than the appraised rentals for a minimum of six months.
  (d)           Flood
hazard coverage in a minimum amount available, if the premises are located in a
special flood hazard area (“Flood Hazard Area”) as designated by the Federal
Emergency Management Agency on its Flood Hazard Boundary Map and Flood Insurance
Rate Maps, and the Department of Housing and Urban Development, Federal
Insurance Administration, Special Flood Hazard Area Maps.
  (e)           Workers
Compensation and Disability insurance as required by law.
  Such
other types and amounts of insurance with respect to the premises and the
operation thereof which are commonly maintained in the case of other property
and buildings similar to the premises in nature, use, location, height, and type
of construction, as may from time to time be required by the
mortgagee.
  Each
policy shall provide that it may not be canceled, reduced or terminated without
at least thirty (30) days prior written notice to the Administrative
Agent.
   Schedule 7 - Page
1