Unassociated Document


    Exhibit
10.105

     

     

    
      LIMITED
GUARANTY AND SURETYSHIP AGREEMENT

      


      THIS LIMITED GUARANTY AND SURETYSHIP
AGREEMENT (together with all extensions, amendments, renewals, substitutions and
replacements hereto and hereof the "Guaranty Agreement") is made
as of October 8, 2008, by GLIMCHER PROPERTIES LIMITED PARTNERSHIP, a Delaware
limited partnership (the "Guarantor"), to and for the
benefit of FIRST COMMONWEALTH BANK (the "Bank").

       

      WITNESSETH:

      


      WHEREAS, pursuant to that certain Loan
Agreement dated as of even date herewith (the Loan Agreement, together with all
extensions, renewals, amendments, substitutions and replacements thereto and
thereof is referred to herein as the "Agreement") by and between
Morgantown Mall Associates Limited Partnership, an Ohio limited partnership (the
"Borrower") and the
Bank, the Bank agreed to extend to the Borrower a term loan in a principal
amount not to exceed $40,000,000.00, upon the terms and conditions set forth in
the Agreement (the "Loan"), relating to certain
real property known as the Morgantown Mall and located in Westover Township,
Monongalia County, West Virginia; and

      


      WHEREAS, the indebtedness of the
Borrower to the Bank is evidenced by a Note, as such term is defined in the
Agreement, with interest at rates provided in the Note and to be repaid at the
times and places and in the manner set forth in the Agreement and the Note, and
containing other terms and provisions; and

      


      WHEREAS, as a condition precedent to
the Bank making the Loan to the Borrower, the Bank has required that the
Guarantor execute and deliver this Guaranty Agreement to the Bank;
and

      


      WHEREAS, the Guarantor has agreed to
execute and deliver this Guaranty Agreement to and for the benefit of the Bank,
upon the terms and conditions hereinafter set forth, having determined that the
execution and delivery of this Guaranty Agreement is in the Guarantor's best
interests and that the Guarantor will derive substantial benefit, whether
directly or indirectly, from the making of the Loans.

      


      NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and
in consideration for the Bank's entering into the Agreement with the Borrower
and making the Loans to the Borrower, and intending to be legally bound hereby,
the Guarantor hereby agrees as follows:

      


      1.           Recitals.  The foregoing
recitals are hereby incorporated into and made a material part of this Guaranty
Agreement.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      2.           Incorporation
by Reference.  The Agreement,
the Notes, and the other Loan Documents (as that term is defined in the
Agreement) are incorporated into this Guaranty Agreement by this reference with
the same force and effect as if fully set forth herein.

      


      3.           Defined
Terms.  All capitalized
terms used herein as defined terms which are not defined herein shall have the
meanings given them in the Agreement.

      


      4.           Unconditional
Guaranty.    (i)
The Guarantor unconditionally, absolutely and irrevocably jointly and severally
guarantees, as primary obligor and not merely as surety the timely payment in
full of all of the Obligations (as such term is defined in the Agreement),
including but not limited to the outstanding principal balance of the Loan and
all accrued and unpaid interest thereon, provided however, that the
obligations of the Guarantor under this Guaranty shall not exceed $20,000,000.00
in the aggregate (the "Guaranty Cap").  (ii) The above provisions of
Subsection 4(i) to the contrary notwithstanding, until all of the Obligations
are paid in full, the Guarantor unconditionally, absolutely and irrevocably
guarantees, as a primary obligor, and not merely as surety: (a) any amounts
received by the Borrower and not paid to the Bank arising out of security
deposits not returned to the depositing party; rents received or held after an
Event of Default; rents prepaid more than one (1) month in advance relating to a
period after the occurrence of an Event of Default; condemnation awards or
insurance proceeds not applied as required by the Loan Documents; or (b) losses
arising due to fraud, material misrepresentation or bad faith of the Borrower or
the Guarantor; the Bank's reasonable costs and expenses in connection with the
enforcement or collection of the Guarantor's Obligations; losses, claims or
causes of action under the Environmental Indemnity Agreement; intentional waste
of all or a part of the Real Estate Collateral.

      


      The
obligations of the Guarantor set forth in the immediately preceding paragraphs
are hereinafter collectively referred to as the "Guarantor's
Obligations".

      


      If the
Borrower defaults under any Obligations and the Bank has elected to exercise its
remedies under Section 7.2 of the Agreement, the Guarantor will pay the
Guarantor’s Obligations to the Bank.  Until the Obligations are
indefeasibly paid in full, the Guarantor's Obligations shall not be reduced in
any manner whatsoever by any amounts which the Bank may realize after maturity
of the Obligations, by acceleration or otherwise, as a result of payments made
by or on behalf of the Borrower or by or on behalf of any other person or entity
other than the Guarantor primarily or secondarily liable for the Obligations or
any part thereof, or otherwise credited to the Borrower or such person or
entity, or as a result of the exercise of the Bank's rights with respect to any
collateral for the Obligations or any part thereof.  Payments made to
the Bank by the Guarantor (other than, directly or indirectly, from collateral
or other persons or entities liable for any portion of the Obligations) after
maturity of the Obligations, by acceleration or otherwise, shall reduce the
Guarantor's Obligations.

      


      5.           Joint and
Several Obligations.  The Guarantor's
Obligations hereunder, are joint and several, both between each Guarantor
and  among any other guarantors now or hereafter guaranteeing any
obligations under the Loan Documents, and are independent of the obligations of
the Borrower.  A separate action or actions may be brought and
prosecuted against the Guarantor, whether or not action is brought against the
Borrower or any other guarantor or whether or not the Borrower or any other
guarantor is joined in such action or actions.

      


      
        
           

        

        
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      6.           Not a
Collection Guaranty.  This Guaranty
Agreement is a guaranty of payment and not a guaranty of
collection.  The Guarantor waives any right to require the Bank at any
time to (i) proceed against the Borrower or any other guarantor now or hereafter
guaranteeing any obligations under the Loan Documents, (ii) proceed against or
exhaust any security for the Obligations, or (iii) pursue any other remedy in
the Bank's power whatsoever.

      


      7.           Bank's
Right to Deal With Obligations.  The Guarantor
authorizes the Bank, without notice or demand and without affecting the
Guarantor's liability hereunder, from time to time to (i) increase, enlarge,
renew, compromise, extend, accelerate or otherwise change the time for payment
or the terms of the Obligations or any part thereof, including but not limited
to increases or decreases of the principal amount of the Loans or the rate of
interest thereon, (ii) deal with the Obligations and any security for the
Obligations in any manner it may see fit, (iii) accept partial payments on
account of the Obligations and (iv) demand or receive additional security and/or
other guaranties for the Obligations.  The Guarantor acknowledges that
the Bank may now have and may in the future have certain security for and other
guaranties of all or any part of the Obligations, but it is specifically
understood and agreed by the Guarantor that neither the execution and delivery
of this Guaranty Agreement nor the holding of any security or any other guaranty
by the Bank shall at any time or in any respect operate to prevent or hinder the
Bank from resorting first to such other security and/or guaranty, or first to
this Guaranty Agreement, or first from time to time to both.  In
addition, the Bank may from time to time as it sees fit resort to this Guaranty
Agreement without resorting to any other security for and/or guaranty of the
Obligations, or to all or any part of any security and/or any other guaranty
securing the Obligations, without resorting to this Guaranty Agreement, and such
action on the Bank's part shall not in any respect be considered as a waiver of
any of the benefits or rights of the Bank relating to this Guaranty Agreement or
such other security and/or other guaranties.

      


      8.           Consent
to Releases.  The Guarantor
consents, without notice and without affecting the Guarantor's liability
hereunder, to the release of (i) all or any part of the security for the
Obligations, or the substitution of all or any part of such security, (ii) any
Person liable for all or any part of the Obligations, and (iii) any other
guarantor from the Obligations, or portions thereof.

      


      9.           Bankruptcy
of Borrower.  Neither the
Guarantor's obligations to make payment in accordance with the terms of this
Guaranty Agreement nor any remedy for the enforcement hereof shall be impaired,
modified, changed, released or limited in any manner whatsoever by the
Borrower's bankruptcy or by any impairment, modification, change, release or
limitation of (i) the liability of any of the Borrower, any Person assuming the
obligations of the Borrower under any of the Loan Documents or the Borrower's
estate in bankruptcy or (ii) any remedy for the enforcement of the Obligations,
either of which result from the operation of any present or further provision of
any bankruptcy act, state or Federal law, common law or equitable cause or from
the decision of any court.  The Guarantor agrees that to the extent
that the Borrower or any other Person liable for all or any part of the
Obligations makes a payment or payments to the Bank, which payment or payments
or any part thereof are subsequently invalidated, declared to be fraudulent or
preferential, set aside and/or required to be paid to a trustee, receiver or any
other Person under any bankruptcy act, state or Federal law, common law or
equitable cause, then to the extent of such payment the Obligations or part
thereof intended to be satisfied shall be revived and continued in full force
and effect as if said payment had not been made.

      


      
        
           

        

        
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      10.           Continuing
Nature of Guaranty.  This Guaranty
Agreement shall continue in full force and effect until all of the Obligations
have been paid in full and the Bank has no further obligations under the Loan
Documents.

      


      11.           Waiver of
Guarantor's Defenses.  (a) The Guarantor
waives all defenses based on suretyship.  Until all Obligations of the
Borrower to the Bank shall have been paid in full, even if such Obligations are
in excess of the Guarantor's liability hereunder, and the Bank has no further
obligations under the Loan Documents, the Guarantor waives (i) any right to
enforce any remedy which the Bank now has or may hereafter have against the
Borrower, (ii) any benefit of, and any right to participate in, any security for
the Obligations now or hereafter held by the Bank and (iii) any right the
Guarantor might otherwise have to the marshalling of the assets of the
Borrower.  The Guarantor also waives and renounces any and all
homestead exemption rights against the Obligations and also waives all
presentments, demands for performance, notices of nonperformance, protests,
notices of protest, notices of dishonor, notices of acceptance of this Guaranty
Agreement and any other notices of any kind.

      


      (b)           Without
limiting the foregoing, it is understood that repeated and successive demands
may be made and recoveries may be had hereunder as and when, from time to time,
the Borrower shall default under the terms of the Notes, the Agreement or any of
the other Loan Documents, and that notwithstanding recovery hereunder for or in
respect of any given default or defaults by the Borrower under the Note, the
Agreement and any of the other Loan Documents, this Guaranty Agreement shall
remain in full force and effect and shall apply to each and every subsequent
default.

      


      12.           Subordination
of Borrower's Indebtedness.  Any Indebtedness
of the Borrower now or hereafter owed to or held by the either or both of the
Guarantor is hereby subordinated to the Obligations owed by the Borrower to the
Bank.  Such indebtedness of the Borrower to the Guarantor shall, if
the Bank so requests, be collected, enforced and received by the Guarantor as
trustee for the Bank and be paid over to the Bank on account of the Obligations
of the Borrower to the Bank, but without reducing or affecting in any manner the
liability of the Guarantor under the other provisions of this Guaranty
Agreement.  If the Guarantor have entered into a Subordination
Agreement with the Bank, then as to any Indebtedness of the Borrower owed to the
Guarantor, the terms of such Subordination Agreement shall control.

      


      13.           Postponement
of Subrogation.  Until the
Obligations are indefeasibly paid in full and the Bank has no further obligation
to make advances of Loans under the Loan Documents, the Guarantor postpones and
subordinates in favor of the Bank any and all rights which the Guarantor may
have to (i) assert any claim against the Borrower based on subrogation rights
with respect to payments made hereunder, and (ii) any realization on any
property of the Borrower, including participation in any marshalling of the
Borrower's assets.

      


      
        
           

        

        
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      14.           Setoff.  In addition to
all liens upon, and rights of setoff against, the money, securities or other
property of the Guarantor given to the Bank by law, the Guarantor hereby
pledges, assigns, conveys and transfers to the Bank a lien upon, security title
to, a security interest in, and right of setoff against all money, securities
and other property of the Guarantor now or hereafter in the possession of or on
deposit with the Bank, whether held in a general or special account on deposit
with the Bank, or for safekeeping or otherwise, and in the name of the
Guarantor, and every such lien, security title, security interest, and right of
setoff may be exercised without demand upon or notice to the
Guarantor.  No lien, security title, security interest, or right of
setoff shall be deemed to have been waived by any act or conduct on the part of
the Bank, or by any neglect to exercise such right of setoff or to enforce such
lien, security title, security interest or by any delay in so doing, and every
lien, security title, security interest and right of setoff shall continue in
full force and effect until specifically waived or released by an instrument in
writing executed by the Bank.

      


      15.           Acceleration
Upon Event of Default.  At the option of
the Bank and upon demand, all or any part of the Guarantor's Obligations
hereunder shall become due and payable immediately upon the occurrence and
during the continuance of an Event of Default.

      


      16.           Payments
Under Guaranty.  In the event that
any amount becomes due hereunder, the Guarantor promises to immediately pay such
amount herein guaranteed to the Bank at the Bank's office at Central Offices,
Philadelphia and Sixth Streets, Indiana, Pennsylvania 15701, or at such other
address as the Bank shall instruct the Guarantor in writing, in immediately
available funds.

      


      17.           No
Conditions to Guaranty.  The Guarantor
agrees that the validity and effectiveness of this Guaranty Agreement are not
subject to the satisfaction of any condition of any type, including but not
limited to the execution by any other Person of a guaranty of all or any part of
the Obligations.

      


      18.           Guarantor's
Representations and Warranties.  The Guarantor
represents and warrants to the Bank that:

      


      (i)           This
Guaranty Agreement has been duly and validly executed and delivered by the
Guarantor.

      


      (ii)           This
Guaranty Agreement constitutes the legal, valid and binding obligation of the
Guarantor, enforceable in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or similar laws affecting the
enforcement of creditors' rights generally.

      


      (iii)           To
the best of the Guarantor's knowledge, the Guarantor's execution, delivery,
observance and performance of this Guaranty Agreement does not and will not
conflict with or result in a breach of the terms or provisions of any existing
Governmental Rule or of any material indenture, agreement or instrument to which
the Guarantor is a party, or by which the Guarantor is bound, or to which the
Guarantor is subject, and do not and will not constitute a default
thereunder.

      


      
        
           

        

        
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      (iv)           The
Guarantor is solvent and is able to pay its debts as they become
due.  The Guarantor will not be rendered insolvent by the execution
and delivery of this Guaranty Agreement or by the transactions contemplated
hereunder.  No petition by or against either Guarantor has at any time
been filed under the United States Bankruptcy Code or any similar
act.

      


      (v)           The
Guarantor, with the assistance of counsel of the Guarantor's choice, have read
and reviewed such of the documents relating to the Obligations as the Guarantor
or the Guarantor's counsel deem necessary or desirable to read and
review.

      


      19.           Covenants.  In addition to
the other covenants and agreements of the Guarantor set forth herein, the
Guarantor covenants and agrees that, so long as the Guarantor remains obligated
hereunder the Guarantor will deliver to the Bank from time to time such
information regarding his financial condition, businesses and properties as the
Bank may, from time to time reasonably request, including, without limitation,
copies of the Guarantor's federal income tax returns and all schedules thereto,
within fifteen (15) days following the filing thereof, and financial statements
in a form satisfactory to the Bank within one hundred twenty (120) days
following the end of each calendar or fiscal year, as applicable.

      


      20.           Bank's
Right to Assign.  The Bank may
sell, assign or transfer all of the Obligations and liabilities owed to the Bank
or any part thereof to any Person, as permitted pursuant to the
Agreement.  In such event, each and every successive assignee,
transferee or holder of all or any part of said Obligations and liabilities
shall have the right to enforce this Guaranty Agreement by suit or otherwise for
the benefit of such assignee, transferee or holder as fully as if such assignee,
transferee or holder were herein by name specifically given such rights, powers,
and benefits; provided, however, that the
Bank shall have an unimpaired right to enforce this Guaranty Agreement for its
benefit as to so much of said Obligations and liabilities that it has not sold,
assigned or transferred.

      


      21.           No
Implied Waiver; Cumulative Remedies.  No delay on the
part of or failure of the Bank in the exercise of any power, right or remedy
under this Guaranty Agreement shall operate as a waiver thereof, nor shall any
single or partial exercise of any power, right or remedy or any abandonment or
discontinuance of steps to enforce such right, power or remedy preclude other or
further exercises thereof, or the exercise of any other power, right or
remedy.

      The
rights and remedies in this Guaranty Agreement are cumulative and not exclusive
of any rights or remedies (including, without limitation, the right of specific
performance) which the Bank would otherwise have.

      


      22.           Amendments
and Waivers.  No amendment,
extension, supplement, replacement or waiver to or of this Guaranty Agreement
shall be effective unless it is in writing and signed by the Bank and the
Guarantor.  Any waiver shall be effective only for the specific
instance and purpose for which it is given.

      


      
        
           

        

        
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      23.           Severability.  If any clause or
provision herein contained operates or would prospectively operate to invalidate
this Guaranty Agreement in whole or in part, then such clause or provision only
shall be held null and void as though not contained herein, and the remainder of
this Guaranty Agreement shall remain operative and in full force and
effect.

      


      24.           Successors
and Assigns.  This Guaranty
Agreement shall be binding upon the heirs, executors, administrators and assigns
of the Guarantor and shall inure to the benefit of the successors and assigns of
the Bank; provided, however, that the
Guarantor may not assign any or all of the Guarantor's Obligations or any of
their other obligations here­under without first obtaining the prior written
consent of the Bank, and any attempted assignment shall be void.

      


      25.           Applicable
Law.  This Guaranty Agreement shall be governed by and
construed in accordance with the laws of the Commonwealth of Pennsylvania,
without giving effect to Pennsylvania's principles of conflict of laws,
excepting applicable Federal law and except only to the extent precluded by the
mandatory application of another state's law.

      


      26.           Consent to
Jurisdiction.  The Guarantor agrees that any action or
proceeding arising out of or relating to this Guaranty Agreement may be
commenced by the Bank or any other holder of the Obligations in the Court of
Common Pleas of Indiana County, Pennsylvania or in the United States District
Court for the Western District of Pennsylvania and further agree that a summons
and complaint commencing an action or proceeding in either of such courts shall
be properly served and shall confer personal jurisdiction if served personally
or by certified mail to the Guarantor at the Guarantor's address designated
pursuant hereto, or as otherwise provided under the laws of the Commonwealth of
Pennsylvania.  Further, the Guarantor hereby specifically consents to
the personal jurisdiction of the Court of Common Pleas of Indiana County,
Pennsylvania and the United States District Court for the Western District of
Pennsylvania and waives and hereby acknowledge that the Guarantor is estopped
from raising any claim that either such court lacks personal jurisdiction over
the Guarantor so as to prohibit either such court from adjudicating any issues
raised in a complaint filed with either such court against the Guarantor by the
Bank concerning this Guaranty Agreement or payment to the Bank.  The
Guarantor hereby acknowledges and agrees that the choice of forum contained in
this Section shall not be deemed to preclude the enforcement of any judgment
obtained in any forum or the taking of any action hereunder to enforce the same
in any appropriate jurisdiction.

      


      27.           Notices.  All notices and
other communications required to be made or sent to the Guarantor shall be in
writing and shall be sent to the following address, by hand delivery, overnight
courier service, telegram, telecopier or by the United States certified mail,
return receipt requested:

      


      
        
           

        

        
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      If by
United States mail:

      


      Morgantown
Mall Associates Limited Partnership

      c/o
Glimcher Properties Limited Partnership

      180 East
Broad Street, 21st
Floor

      Columbus,
OH 43215

      Attn:   General
Counsel

      Telecopier:
614-621-8863

       

      
        
        

      

      All such
notices shall be effective three (3) days after mailing, or on the date of
telecopy transmission, or when received, whichever is earlier.  The
Guarantor may change its address for service of notice upon it by a notice in
writing to the Bank.

      


      28.           Expenses.  The Guarantor
agrees to pay to the Bank on demand all reasonable expenses, including
reasonable attorneys' fees, actually incurred in enforcing the Bank's rights
hereunder.

      


      29.           Headings.  The headings of
the sections of this Guaranty Agreement are inserted for convenience only and
shall not be deemed to constitute a part hereof.

      


      30.           Interpretation. In this Guaranty Agreement
(except as otherwise expressly provided or unless the context otherwise
requires) (i) terms defined in the singular shall have comparable meanings when
used in the plural, and vice versa, (ii) any pronoun used shall be deemed to
cover all genders, (iii) the words "hereof", "herein" and "hereunder" and words
of similar import shall refer to this Guaranty Agreement as a whole and not to
any particular provision of this Guaranty Agreement, (iv) all references to
particular Articles, Sections, items, clauses, exhibits and schedules are
references to the Articles, Sections, items, exhibits and schedules of and to
this Guaranty Agreement, (v) all references to any Person shall include such
Person's heirs, executors, administrators, successors and assigns, (vi) any
references to any Governmental Rule shall be deemed to be a reference to such
Governmental Rule as it may have been or may be amended, supplemented or
replaced from time to time, (vii) all references to any Loan Document or any
other agreement, contract or instrument shall be deemed to include any
amendments, supplements, extensions, waivers, modifications and replacements
thereto and thereof, (viii) the word "including" shall mean "including without
limitation", (ix) accounting terms not defined shall have the meanings given
them under GAAP, and (x) Article, Section and other headings used in this
Guaranty Agreement are intended for convenience only and shall not affect the
meaning or construction of this Guaranty Agreement..

      


      31.           Counterparts.  This Guaranty
Agreement and any amendment hereto may be executed in several counterparts and
by each party on a separate counterpart, each of which, when so executed and
delivered, shall be an original, but all of which together shall constitute but
one and the same instrument.  In proving this Guaranty Agreement, it
shall not be necessary to produce or account for more than one such counterpart
signed by the other party against whom enforcement is sought.

      


      
        
           

        

        
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      32.           POWER TO CONFESS
JUDGEMENT.  THE GUARANTOR HEREBY AUTHORIZES AND EMPOWERS ANY
PROTHONOTARY OR ANY ATTORNEY OF ANY COURT OF RECORD WITHIN THE UNITED STATES OR
ELSEWHERE, TO APPEAR FOR THE GUARANTOR, AND, WITH OR WITHOUT DECLARATION FILED,
CONFESS JUDGMENT AGAINST THE GUARANTOR IN FAVOR OF THE BANK (OR ANY OTHER HOLDER
HEREOF) FOR THE AMOUNT OF THE GUARANTOR'S OBLIGATIONS, IF NOT PAID WHEN DUE,
WHETHER BY ACCELERATION OR OTHERWISE, WITH COSTS OF SUIT AND AN ATTORNEY'S
COMMISSION OF ALL REASONABLE LEGAL FEES AND EXPENSES ACTUALLY INCURRED AND TO BE
INCURRED BY THE BANK FOR THE COLLECTION OR PRESERVATION OF THE OBLIGATIONS DUE
HEREUNDER, FOR COLLECTION, WITH RELEASE OF ERRORS, WITHOUT STAY OF EXECUTION OR
RIGHT OF APPEAL, WAIVING ALL LAWS EXEMPTING REAL OR PERSONAL PROPERTY FROM
EXECUTION, AND INQUISITION AND EXTENSION UPON ANY LEVY ON REAL ESTATE ARE HEREBY
WAIVED AND CONDEMNATION AGREED TO, AND NO BENEFIT OF EXEMPTION WILL BE CLAIMED
UNDER AND BY VIRTUE OF ANY EXEMPTION LAW NOW IN FORCE OR WHICH MAY BE HEREAFTER
PASSED.

      


      THE GUARANTOR FURTHER ACKNOWLEDGES AND
AGREES THAT AFTER THE ENTRY OF JUDGMENT BY CONFESSION AGAINST THE GUARANTOR, ANY
HOLDER OF THE JUDGMENT MAY WITHOUT NOTICE AND A
HEARING FORECLOSE UPON, ATTACH, GARNISH, LEVY OR OTHERWISE SEIZE PROPERTY
OF THE GUARANTOR IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT.  THE
GUARANTOR, BEING FULLY AWARE OF THE GUARANTOR'S RIGHTS TO PRIOR NOTICE AND A
HEARING ON THE VALIDITY OF ANY CLAIMS OR DEFENSES THAT MAY BE ASSERTED AGAINST
THE BANK (OR ANY HOLDER HEREOF), BEFORE AND/OR AFTER JUDGMENT IS ENTERED,
KNOWINGLY, INTELLIGENTLY AND WILLINGLY WAIVES THESE RIGHTS AND EXPRESSLY AGREE
AND CONSENT TO THE ENTRY OF JUDGMENT BY CONFESSION ON THIS GUARANTY AGREEMENT
AGAINST THE GUARANTOR AND, WITHOUT NOTICE OF HEARING, THE TAKING OF SUCH OTHER
ACTION AS MAY BE PERMITTED UNDER APPLICABLE LAW.

      


      NO SINGLE EXERCISE OF THE FOREGOING
POWER TO CONFESS JUDGMENT SHALL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT
ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE VALID, VOIDABLE OR VOID, BUT
THE POWER SHALL CONTINUE UNDIMINISHED AND IT MAY BE EXERCISED FROM TIME TO TIME
AS OFTEN AS THE BANK (OR ANY OTHER HOLDER HEREOF) SHALL ELECT, UNTIL SUCH TIME
AS THE BANK (OR ANY OTHER HOLDER HEREOF) SHALL HAVE RECEIVED PAYMENT IN FULL OF
THE GUARANTOR'S OBLIGATIONS, TOGETHER WITH COSTS AND ATTORNEY'S
COMMISSION.

      


      
        
           

        

        
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      33.           WAIVER OF
JURY TRIAL.  THE GUARANTOR AND THE BANK EACH
HEREBY WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY COURT AND IN ANY ACTION OR
PROCEEDING OF ANY TYPE IN WHICH THE GUARANTOR, THE BANK, OR ANY OF THEIR
RESPECTIVE HEIRS, EXECUTORS, ADMINISTRATORS, SUCCESSORS OR ASSIGNS IS A PARTY,
AS TO ALL MATTERS AND THINGS ARISING DIRECTLY OR INDIRECTLY OUT OF THIS GUARANTY
AGREEMENT OR THE OTHER LOAN DOCUMENTS AND THE RELATIONS BETWEEN THE GUARANTOR
AND THE BANK.

      


      


      


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      IN WITNESS WHEREOF, the Guarantor,
intending to be legally bound hereby, has executed this Limited Guaranty and
Suretyship Agreement as of the date set forth above, as an instrument under
seal.

      


      


      
        	
                ATTEST/WITNESS:

              	
                GLIMCHER
      PROPERTIES LIMITED PARTNERSHIP,

                a
      Delaware limited partnership

              


      

      


      By:  GLIMCHER
PROPERTIES CORPORATION,

      a
Delaware corporation, its general partner

      


      


      


      
        	
                _____________________________ 

              	
                By:
      ____________________(SEAL)

              


      

      
        	
                Name: 

              	
                Name:  Mark
      E. Yale

              


      

      Title:  Executive
Vice President,

                Chief
Financial Officer and Treasurer