Unassociated Document


    Exhibit
10.106

     

    
      PROMISSORY
NOTE

       

      October
22, 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
promise to pay to the order of KeyBank National Association (the “Lender”) the
aggregate unpaid principal amount of all Loans made by the Lender to the
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.  The 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 22, 2008 among the Borrower, Glimcher
Properties Limited Partnership, a Delaware 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.

       

      This Note
shall be governed and construed under the internal laws of the State of
Ohio.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      The
liability of Glimcher Borrower and GB Borrower for the obligations of Borrower
hereunder shall be joint and several.

       

      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 AGREE
THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A JUDGE AND NOT BEFORE
A JURY.

       

      [Signatures
appear on following page]

       

      


      
        
           

        

        
          -2-

          
            

          

        

        
           

        

      

       

      IN WITNESS WHEREOF, Borrower
has duly executed this Note as of the day and year first above
written.

       

      GLIMCHER NORTHTOWN VENTURE,
LLC,

      a
Delaware limited liability company

      


      By:          GLIMCHER
PROPERTIES LIMITED PARTNERSHIP,

      a
Delaware limited partnership, 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 partnership, 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

       

      
        
           

        

        
          -3-

          
            

          

        

        
           

        

      

      SCHEDULE
OF LOANS AND PAYMENTS OF PRINCIPAL

      TO

      NOTE OF
GLIMCHER NORTHTOWN VENTURE, LLC and GB NORTHTOWN, LLC


       

      DATED
OCTOBER 22, 2008

       

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        	 
      	 
      	 
      	
                                                                                                Maturity

                                                                                              	 
      
	 
      	
                                                                                                Principal

                                                                                              	
                                                                                                Maturity

                                                                                              	
                                                                                                Principal

                                                                                              	 
      
	 
      	
                                                                                                Amount
      of

                                                                                              	
                                                                                                of
      Interest

                                                                                              	
                                                                                                Amount

                                                                                              	
                                                                                                Unpaid

                                                                                              
	
                                                                                                Date

                                                                                              	
                                                                                                Loan         

                                                                                              	
                                                                                                Period       

                                                                                              	
                                                                                                Paid        

                                                                                              	
                                                                                                Balance

                                                                                              
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

       

      -4-