GLIMCHER REALTY TRUST 10-K (Annual Reports) 2009-02-24

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION

SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIE
For the fiscal year ended December 31, 2008
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURIT
Commission File Number 001-12482
GLIMCHER REALTY TRUST

(Exact name of registrant as specified in its charter)
Maryland
(State or other jurisdiction of
incorporation or organization)
180 East Broad Street

Columbus, Ohio
Registrant’s telephone number, including area code: (614) 621
Securities registered pursuant to Section 12(b) of the Act
Title of each class
Common Shares of Beneficial Interest, par value $0.01 per share

8 ¾% Series F Cumulative Redeemable Preferred Shares of Beneficial
Interest, par value $0.01 per share
8 ⅛% Series G Cumulative Redeemable Preferred Shares of Beneficial
Interest, par value $0.01 per share
Securities registered pursuant to Section 12(g) of the Act: N
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [_] No [X]
Indicated by check mark if the Registrant is not required to file reports pursuant to Section 12 or Section 15(d) of the Securities Exchange Act of 193
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act o
required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [_]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contai
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K [_].
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting comp
company in Rule 12b-2 of the Exchange Act. (Check One): Large accelerated filer [_] Accelerated filer [X] Non-accelerated filer [_] (Do not che
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [_] No [X]
As of February 23, 2009, there were 37,827,272 Common Shares of Beneficial Interest outstanding, par value $0.01 per share.
The aggregate market value of the voting stock held by non-affiliates of the Registrant, based on the closing price of the Registrant’s Common Sha
$405,760,380.
Documents Incorporated By Reference

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Portions of the Glimcher Realty Trust Proxy Statement to be filed with the Securities and Exchange Commission within 120 days after the end of the
held on May 7, 2009 are incorporated by reference into Part III of this Report.
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Item No.
PART I
1. Business
1A. Risk Factors
1B. Unresolved Staff Comments
2. Properties
3. Legal Proceedings
4. Submission of Matters to a Vote of Security Holders
PART II
5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
6. Selected Financial Data
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
7A. Quantitative and Qualitative Disclosures About Market Risk
8. Financial Statements and Supplementary Data
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
9A. Controls and Procedures
9B. Other Information
PART III
10. Trustees, Executive Officers and Corporate Governance

11. Executive Compensation
12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
13. Certain Relationships and Related Transactions, and Trustee Independence
14. Principal Accountant Fees and Services
PART IV
15. Exhibits and Financial Statement Schedules
Signatures
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PART 1.
This Form 10-K, together with other statements and information publicly disseminated by Glimcher Realty Trust (“GRT,” the “Company
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements
subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future eve
forward-looking statements. Risks and other factors that might cause differences, some of which could be material, include, but are not limited to
capital markets specifically; impact of increased competition; availability of capital and financing; tenant or joint venture partner(s) bankruptcie
leases by tenants in bankruptcy; financing and development risks; construction and lease-up delay; cost overruns; the level and volatility of in
stability of tenants within the retail industry; the failure of the Company to make additional investments in regional mall properties and to redeve
properties as anticipated and to obtain estimated sale prices; the failure to upgrade our tenant mix; restrictions in current financing arrangement
insurance, taxes and other property expense; the impact of changes to tax legislation and, generally, our tax position; the failure of the Company to
terms and conditions; an increase in impairment charges with respect to other properties as well as impairment charges with respect to properties fo
in the Company’s dividend rates on its securities or the ability to pay its dividend on its common shares or other securities; possible restrictions
earnings/funds from operations targets or estimates; conflicts of interest with existing joint venture partners; changes in generally accepted accou
which may adversely affect the general economy, domestic and global financial and capital markets, specific industries and us; the unfavorable res
costs related to environmental issues, bankruptcies of lending institutions within the Company’s construction loans and corporate credit facility as
reports and statements filed with the Securities and Exchange Commission (“SEC”).
Item 1. Business
(a) General Development of Business
GRT, Glimcher Properties Limited Partnership (the “Operating Partnership,” “OP” or “GPLP”) and entities directly or indirectly owned or
“we,” “us” or “our.”
GRT is a fully-integrated, self-administered and self-managed Maryland real estate investment trust (“REIT”) which was formed on Septe
of owning, leasing, acquiring, developing and operating a portfolio of retail properties consisting of regional and super regional malls and comm
ownership position (including joint venture interests) are referred to as “Malls” and community shopping centers in which we hold an ownership
Malls and Community Centers may from time to time be individually referred to herein as a “Property” and collectively referred to herein as the “Pr
18,198,000 of its common shares of beneficial interest (the “Common Shares”) including 2,373,750 over allotment option shares. The net proceeds
in the Operating Partnership, a Delaware limited partnership of which Glimcher Properties Corporation (“GPC”), a Delaware corporation and a wh
92.2% interest in the Operating Partnership.
The Company does not engage or pay a REIT advisor. Management, leasing, accounting, legal, design and construction supervision
professionals.
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(b) Narrative Description of Business
General: The Company is a recognized leader in the ownership, management, acquisition and development of regional and super-regional
partially owned through a joint venture) containing an aggregate of 20.9 million square feet of gross leasable area (“GLA”) and 4 Community Cen
aggregate of 769,000 square feet of GLA.
For purposes of computing occupancy statistics, anchors are defined as tenants whose space is equal to or greater than 20,000 square fe
by the International Council of Shopping Centers (“ICSC”). All tenant spaces less than 20,000 square feet and all outparcels are considered to be n
those spaces where the store is open and/or the tenant is paying rent are considered occupied. The Company includes GLA in its occupancy st
which are owned by third parties and are open and/or are obligated to pay the Company charges, are considered occupied when reporting occup
Company’s GLA. These differences in treatment between Malls and Community Centers are consistent with industry practice. Outparcels at both
or building. The outparcels where a third party owns the land and buildings, but contributes nominal ancillary charges are excluded from GLA.
As of December 31, 2008, the occupancy rate for all of the Properties was 92.8% of GLA. The occupied GLA was leased at 83.0%, 9.6%
maintain high occupancy rates for the Properties by capitalizing on management’s long-standing relationships with national and regional tenants a
As of December 31, 2008, the Properties had annualized minimum rents of $216.7 million. Approximately 77.3%, 8.2% and 14.5% of th
national, regional and local retailers, respectively. No single tenant represents more than 3.2% of the aggregate annualized minimum rents of the Pr
Malls: The Malls provide a broad range of shopping alternatives to serve the needs of customers in all market segments. Each Mall is
Elder-Beerman, JCPenney, Kohl’s, Macy’s, Nordstrom, Saks, Sears, and Von Maur. Mall stores, most of which are national retailers, include Ab
Body Works, Finish Line, Foot Locker, Gap, Hallmark, Kay Jewelers, The Limited, Express, New York & Company, Old Navy, Pacific Sunwear, Ra
and entertainment experience, the Malls generally have at least one theme restaurant, a food court which offers a variety of fast food alternatives, a
largest operating Mall has 1.5 million square feet of GLA and approximately 174 stores, while the smallest has 384,000 square feet of GLA and appr
as P.F. Chang’s, The Palm, Pier One and Red Lobster, located along the perimeter of the parking areas.
As of December 31, 2008, the Malls accounted for 96.5% of the total GLA, 96.4% of the aggregate annualized minimum rents of the Propert
Community Centers: The Company’s Community Centers are designed to attract local and regional area customers and are typically
shoppers to each center’s smaller shops. The tenants at the Company’s Community Centers typically offer day-to-day necessities and value-orie
as Best Buy, Old Navy and Target, and supermarkets such as Kroger. Many of the Community Centers have retail businesses or restaurants locate
As of December 31, 2008, Community Centers accounted for 3.5% of the total GLA, 3.6% of the aggregate annualized minimum rents of the
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Growth Strategies and Operating Policies: Management of the Company believes per share growth in both net income and funds from
believes that the presentation of FFO provides useful information to investors and a relevant basis for comparison among REITs. Specifically
performance as it is a recognized standard in the real estate industry, in particular, REITs. The National Association of Real Estate Investment
(computed in accordance with Generally Accepted Accounting Principles (“GAAP”)), excluding gains or losses from sales of depreciable pr
unconsolidated partnerships and joint ventures. FFO does include impairment losses for properties held-for-use and held-for-sale. The Comp
REITs. FFO does not represent cash flow from operating activities in accordance with GAAP and should not be considered as an alternative
financial performance or to cash flow from operating activities (determined in accordance with GAAP) as a measure of the Company’s liquidity, no
to make cash distributions. A reconciliation of FFO to net income available to common shareholders is provided in Item 7 of this Form 10-K.
GRT intends to operate in a manner consistent with the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), app
portfolio and the derivation of income unless, because of circumstances or changes in the Code (or any related regulation), the GRT Board of Trus
The Company’s growth strategy is to upgrade the quality of our portfolio of assets. We focus on selective acquisitions, redevelo
development in markets with high growth potential. Our development and acquisition strategy is focused on dominant anchored retail properties w
or offer advantageous opportunities for the Company.
The Company acquires and develops its Properties as long-term investments. Therefore, its focus is to provide for regular maintenance
increase Property values while also increasing the retail sales prospects of its tenants. The projects usually include renovating existing facades
resurfacing parking lots and increasing parking lot lighting. To meet the needs of existing or new tenants and changing consumer demands, the C
expansion and development of outparcels or the addition of new anchors. In addition, the Company works closely with its tenants to renovate thei
Financing Strategies: At December 31, 2008, the Company had a total-debt-to-total-market-capitalization ratio of 83.6% based upon the cl
our Common Share price has resulted in a ratio above our targeted range of 50 - 60%. With the volatility in our common share price during 200
levels. We expect to use the proceeds from future asset sales to reduce debt and, to the extent debt levels remain in an acceptable range, to fund e
it may, from time to time, re-evaluate its policy with respect to its ratio of total-debt-to-total-market capitalization in light of then current econo
acquisition, development and expansion opportunities; and other factors, including meeting the taxable income distribution requirement for REI
sufficient to enable the Company to meet such distribution requirements. The Company’s preference is to obtain fixed rate, long-term debt for its P
and variable rate debt typically is employed for Properties anticipated to be expanded or redeveloped.
Competition: All of the Properties are located in areas that have shopping centers and/or malls and other retail facilities. Generally, ther
retail space in the vicinity of the Company’s Properties could have a material adverse effect on the amount of rent charged by the Company and on
are numerous commercial developers, real estate companies and major retailers that compete with the Company in seeking land for developmen
financial resources than the Company and more operating or development experience than that of the Company. There are numerous shopping fac
addition, retailers at the Properties may face increasing competition from e-commerce, outlet malls, discount shopping clubs, catalog companies, dir
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Employees: At December 31, 2008, the Company had an aggregate of 1,054 employees, of which 485 were part-time.
Seasonality: The shopping center industry is seasonal in nature, particularly in the fourth quarter during the holiday season when reta
malls achieve a substantial portion of their specialty (temporary retailer) rents during the holiday season.
Tax Status: GRT believes it has been organized and operated in a manner that qualifies for taxation as a REIT and intends to continue to
will not be subject to federal income tax to the extent it distributes at least 90.0% of its REIT ordinary taxable income to its shareholders. Addition
and certain other conditions, such as a requirement that its shares be transferable. Moreover, the Company must meet certain tests regarding its
passive income closely connected with real estate activities. In addition, 95.0% of the Company’s gross income must be derived from these sam
close of each quarter of the taxable year, at least 75.0% of the value of the total assets must be represented by real estate assets, cash and cash eq
as a REIT, there are several rules limiting the amount and type of securities that GRT can own, including the requirement that not more than 25.0
requirements to qualify for REIT status, the Company may cease to qualify as a REIT and may be subject to certain penalty taxes. If the Company
tax (including any applicable alternative minimum tax) on its taxable income at regular corporate rates. As a qualified REIT, the Company is subject
taxes on its undistributed income.
(c) Available information
GRT files this Form 10-K and other periodic reports and statements electronically with the SEC. The SEC maintains an Internet site that
provided by issuers at http://www.sec.gov. GRT’s reports, including amendments, are also available free of charge on its website, www.glimcher.co
on this website is not considered part of this filing. GRT’s Corporate Governance Guidelines, Code of Business Conduct and Ethics, Code of Ethic
Compensation Committee Charter, and Amended and Restated Nominating and Corporate Governance Committee Charter are available on the Com
them.
Item 1A. Risk Factors
A number of factors affect our business and the results of our operations, many of which are beyond our control. The following is a des
future periods to differ materially from those currently expected or desired.
We are subject to risks inherent in owning real estate investments.
Real property investments are subject to varying degrees of risk. Our ability to make dividend distributions, as well as the amount or
conditions and certain local conditions including:
● oversupply of space or reduced demand for rental space and newly developed properties;
● the attractiveness of our properties compared to other retail space;
● our ability to provide adequate maintenance to our properties; and
● fluctuations in real estate taxes, insurance and other operating costs.
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Applicable laws, including tax laws, interest rate levels and the availability of financing, may adversely affect our income and real estate va
sell our properties quickly may be limited. We cannot be sure that we will be able to lease space as tenants move out or as to the rents we may be a
Some of our potential losses may not be covered by insurance.
We maintain broad property and loss of income insurance on our consolidated real estate assets as well as those held in joint ventur
earthquake and flood insurance, we also carry insurance for windstorm risks on our properties located in Florida. Even insured losses co
revenue. Additionally, hurricane and storm damage in the state of Florida could exceed our windstorm coverage for our properties in that state o
including lease and other contract claims, that generally are not insured. If an uninsured loss or a loss in excess of insured limits occurs, we could
the anticipated future revenue from the asset(s). If this happens, we may still remain obligated for any mortgage debt or other financial obligations
Our property insurance policies include coverage for acts of terrorism by foreign or domestic agents. The United States government pr
under the Terrorism Risk Insurance Program Reauthorization Act (the “Act”) which extended the effectiveness of the Terrorism Risk Insurance E
that are equal to or exceed $100 million. However, our premiums for terrorism insurance could continue to rise despite the coverage of the Act. M
or real estate assets may not constitute terrorist acts under the Act or may cause losses that are less than the triggering amount for coverage un
types of perils, thus increasing the risk of uninsured exposure to the Company.
We rely on major tenants.
At December 31, 2008, our three largest tenants were Gap, Inc., Limited Brands, Inc., and Sterling, Inc., representing 3.2%, 2.4% and 2.1% o
of the aggregate annualized minimum rents of our properties as of such date. Our financial position and ability to make distributions may be adve
such tenant, or in the event any such tenant does not renew a number of its leases as they expire.
Bankruptcy of our tenants or downturns in our tenants’ businesses may reduce our cash flow.
Since we derive almost all of our income from rental payments and other tenant charges, our cash available for distribution would be adver
us, or if we were unable to lease vacant space in our properties on economically favorable terms. A tenant may seek the protection of the bankrup
available for distribution. Furthermore, certain of our tenants, including anchor tenants, hold the right under their lease(s) to terminate their lease
tenants close, if certain sales levels or profit margins are not achieved, or if an exclusive use provision is violated, which all could be triggered in th
bankruptcies, particularly amongst anchor tenants, may make it more difficult for us to lease the remainder of the property or properties in which th
leasing strategy.
Prolonged instability or volatility in the U.S. economy may adversely impact consumer spending and therefore our operating results.
A sustained downturn in the U.S. economy and reduced consumer spending could impact our tenants’ ability to meet their lease obligati
the revenue generated by our properties or the value of our properties. Our ability to lease space and negotiate and maintain favorable rents could
demand for leasing space in our existing shopping centers as well as our development properties could also significantly decline during a sign
percentage and reduction in rental revenues.
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We face significant competition that may decrease the occupancy and rental rates of our properties.
We compete with many commercial developers, real estate companies and major retailers. Some of these entities develop or own malls, va
tenants. We face competition for prime locations and for tenants. New regional malls or other retail shopping centers with more convenient locati
or prior to renewal. Retailers at our properties may face increasing competition from other retailers, e-commerce, outlet malls, discount shopping
which could affect their ability to pay rent or desire to occupy one or more of our properties.
The failure to fully recover cost reimbursements for CAM, taxes and insurance from tenants could adversely affect our operating results.
The computation of cost reimbursements from tenants for CAM, insurance and real estate taxes is complex and involves numerous jud
make monthly fixed payments of CAM, real estate taxes and other cost reimbursement items. After the end of the calendar year, we compute e
considering amounts paid by the tenants during the year. The billed amounts could be disputed by the tenant(s) or become the subject of a te
determined. At December 31, 2008, we had recorded in accounts receivables $1.8 million of costs expected to be recovered from tenants during the
all of this amount.
The results of operations for our properties depend on the economic conditions of the regions of the United States in which they are located.
Our results of operations and distributions to you will generally be subject to economic conditions in the regions in which our propert
minimum rents came from our properties located in Ohio.
We may be unable to successfully redevelop, develop or operate such properties.
As a result of economic and other conditions and required government approvals, development projects may not be pursued or may b
development project, our loss could exceed our investment in the project. Development activities involve significant risks, including:
● the expenditure of funds on and devotion of time to projects which may not come to fruition;
● increased construction costs that may make the project economically unattractive;
● an inability to obtain construction financing and permanent financing on favorable terms; and
● occupancy rates and rents not sufficient to make a project profitable.
We could incur significant costs related to environmental issues.
Under some environmental laws, a current or previous owner or operator of real property, and parties that generate or transport haz
investigating and remediating these substances on or under the property. In connection with the ownership or operation of our properties, we co
property or the value of our aggregate assets. We could incur such costs or be liable for such costs during a period after we dispose of or transfe
sell or rent any of our properties or to borrow funds. In addition, environmental laws may require us to expend substantial sums in order to use our
We have established a contingency reserve for one environmental matter as noted in Note 15 of our consolidated financial statements.
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Our assets may be subject to impairment charges that may materially affect our financial results.
We evaluate our real estate assets and other assets for impairment indicators whenever events or changes in circumstances indicate that
periodically, but no less frequently than quarterly. Our determination of whether a particular held-for-use asset is impaired is based upon the und
the asset’s estimated fair value, that in turn are based upon our plans for the respective asset and our views of market and economic conditions. W
is based upon market and economic conditions. If we determine that a significant impairment has occurred, then we would be required to make
effect on our results of operations and funds from operations in the accounting period in which the adjustment is made. Furthermore, changes in
conditions could result in the recognition of additional impairment losses for already impaired assets, which, under the applicable accounting guida
We may incur significant costs of complying with the Americans with Disabilities Act and similar laws.
We may be required to expend significant sums of money to comply with the Americans with Disabilities Act of 1990, as amended (“ADA
to access and use by disabled persons.
Our failure to qualify as a REIT would have serious adverse consequences.
GRT believes that it has qualified as a REIT under the Code since 1994, but cannot be sure that it will remain so qualified. Qualification as
determination of various factual matters and circumstances not entirely within GRT’s control that may impact GRT’s ability to qualify as a REIT
decisions will not significantly change the tax laws relating to REITs, or the federal income tax consequences of REIT qualification.
If GRT fails to qualify as a REIT, it will be subject to federal income tax (including any applicable alternative minimum tax) on taxable incom
statutory provisions, GRT will also be disqualified from electing to be treated as a REIT for the four taxable years following the year during w
distribution to you because of the additional tax liability imposed for the year or years involved. Lastly, GRT would no longer be required by the C
that dividend distributions to you may have been made in anticipation of qualifying as a REIT, we might be required to borrow funds or to liquidate
Our ownership interests in certain partnerships and other ventures are subject to certain tax risks.
Some of our property interests and other investments are made or held through entities in which we have an interest (the “Subsidiary P
Internal Revenue Service of allocations of income and expense items which could affect the computation of our taxable income, a challenge to
corporations) for federal income tax purposes, and the possibility of action being taken by tax regulators or the entities themselves could adversely
believe that the entities in which we have an interest have been and will be treated for tax purposes as partnerships (and not treated as association
exceeded 10% (in terms of vote or value) of such entity’s outstanding securities (unless such entity were a “taxable REIT subsidiary,” or a “qualif
such entity exceeded 5% of the value of our assets, then GRT would cease to qualify as a REIT; distributions from any of these entities would b
deduct our share of losses, if any, generated by such entity in computing our taxable income.
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We may not have access to other sources of funds necessary to meet our REIT distribution requirements.
In order to qualify to be taxed as a REIT, we must make annual distributions to our shareholders of at least 90% of our taxable income (de
affected by a number of factors, including the operation of our properties. We have sold a number of non-core assets and intend in the future t
properties sold will in turn affect net income and FFO. In order to maintain REIT status, we may be required to make distributions in excess of n
borrowings, or to issue preferred stock or other securities, to raise funds, which may not be possible.
Debt financing could adversely affect our performance.
As of December 31, 2008, we had $1.7 billion of total indebtedness outstanding, of which $497.9 million matures during 2009. As of Dec
facility, which matures on December 13, 2009. A number of our outstanding loans will require lump sum or “balloon” payments for the outsta
structured in the same manner. Our ability to repay indebtedness at maturity, or otherwise, may depend on our ability to either refinance such ind
accelerated upon any default may adversely affect our ability to obtain debt financing for such properties or to own such properties. If we are una
properties that are not encumbered or from our credit facility, to the extent it has availability thereunder, to make such repayments. In addition, a le
us to lose part or all of our investment, which could reduce the value of the Common Shares and the distributions payable to you.
Volatility and instability in the credit markets could adversely affect our ability to obtain new financing or refinance existing indebtedness.
Global and domestic credit markets have recently experienced significant volatility and instability. Continued uncertainty in the credit ma
our existing debt maturities on favorable terms or at all, and may also negatively affect our ability to fund current and future expansions of exis
projects. A prolonged downturn in the credit markets may cause us to seek alternative sources of potentially less attractive financing from smaller
risk and may require us to adjust our business plan(s) or financing objectives accordingly. Weakness in the credit markets may also negatively af
properties based on deteriorating general and retail economic conditions which could adversely affect the amount and type of financing available f
Our access to funds under our credit facility is dependent on the ability of the bank participants to meet their funding commitments.
Banks that are a party to our credit facility may have incurred substantial losses or be in danger of incurring substantial losses as a result
or their other business dealings and investments. As a result, these banks may become capital constrained, more restrictive in their lending or fun
their funding commitments under our credit facility.
During the fall of 2008, one of the banks under our existing credit facility failed to fund its pro rata share of funding advances to us under
its funding commitment that we had not previously drawn, or any additional commitment availability created as a result of a repayment of our portio
If one or more banks do not meet their funding commitments under our credit facility, then we may be unable to draw sufficient funds unde
capacity under the credit facility until replacement lenders are located or one or more of the remaining lenders under the credit facility agree
environment. Accordingly, for all practical purposes, borrowing capacity under our credit facility may be reduced by the amount of unfunded ba
could result in our deferring development and redevelopment projects or other capital expenditures, not being able to satisfy debt maturities
discretionary uses of cash, or modifying significant aspects of our business strategy.
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Certain of our financing arrangements contain limitations on the amount of debt that we may incur.
Our credit facility is the most restrictive of our financing arrangements. Accordingly, at December 31, 2008, the aggregate amount th
financing arrangements is $124.6 million. Additional amounts could be borrowed as long as we maintain a ratio of total-debt-to-total-asset value a
facility. We would also be required to maintain certain coverage covenants on a prospective basis which could impact our ability to borrow these a
our financing arrangements at December 31, 2008.
Our ability to borrow and make distributions could be adversely affected by financial covenants.
Our mortgage indebtedness and credit facility impose certain financial and operating restrictions on our properties, on our secured sub
restrictions on borrowings, prepayments and distributions. Additionally, our credit facility requires certain financial tests to be met, such as the to
mortgage indebtedness provides for prepayment penalties, each of which could restrict our financial flexibility. Moreover, our failure to satisfy
market price of our Common Stock or preferred stock.
We may not be able to extend the term of our credit facility at maturity or obtain replacement financing.
We can elect to extend the maturity date of the Company's $470 million unsecured credit facility by one year. The option to extend the cred
the credit facility. While we believe that we are currently in compliance with such covenants, our future ability to stay in compliance with the fin
which may be negatively impacted by financial and non-financial events. In the event that we are unable to extend the term of our credit facility or
adversely affect our liquidity and cash reserves. Moreover, under such circumstances we may be unable to obtain replacement financing for our
terms. This could adversely affect our ability to fund our operations and distribution requirements.
Our variable rate debt obligations may impede our operating performance and put us at a competitive disadvantage, as well as adversely affect
Required repayments of debt and related interest can adversely affect our operating performance. As of December 31, 2008, approxima
increase in interest rates on our existing indebtedness would increase interest expense, which could adversely affect our cash flow and ability to p
interest on our variable rate debt outstanding as of December 31, 2008 increased by 100 basis points, the increase in interest expense on our existi
million annually.
The Board of Trustees has unlimited authority to increase the amount of debt that we may incur.
The Board of Trustees (the “Board”) determines financing objectives and the amount of the indebtedness that we may incur and may ma
the Board has no present intention to change these objectives, revisions could result in a more highly leveraged company with an increased risk
financial covenants that restrict our business.
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Our issuance of additional common or preferred Shares may affect prevailing market prices for our outstanding common share or preferred shar
Future sales or the anticipation of such sales of additional common or preferred shares may have an adverse effect on the market price of
The market value, or trading price, of our preferred and Common Stock could decrease based upon uncertainty in the marketplace and market
The market value, or trading price, of our preferred stock and Common Stock may be based primarily upon the market’s perception of our
maturities, interest rates, credit worthiness and current and future cash dividends or distributions, and may be secondarily based upon the rea
preferred stock and Common Stock is also influenced by their respective dividends relative to prevailing market interest rates. Uncertainty with re
of our preferred stock and Common Stock which could cause the value or price of our stock to decrease, thereby affecting the value of your investm
If our Common Stock is delisted from the New York Stock Exchange (“NYSE”) because it trades below $1.00 for an extended period of time, or
our financial condition, our operating results and our ability to service our debt obligations.
Although the per share price of our Common Stock has remained above $1.00, in the event the per share trading price of our Common Sto
the NYSE. The threat of delisting our Common Stock could have adverse effects by, among other things:
● reducing the liquidity and market price of our Common Stock;
● eliminating the open market trading of our Common Stock;
● reducing the number of investors willing to hold or acquire our Common Stock; and
● reducing our ability to retain, attract and motivate our trustees, officers and employees through the use of equity-based compensation and
Our ability to operate or dispose of any partially-owned properties that we may acquire may be restricted.
Our ownership of properties through partnership or joint venture investments may involve risks not otherwise present for wholly-own
become bankrupt, might have economic or other business interests or goals which are inconsistent with our business interests or goals and may b
policies or objectives, including our policy to maintain our qualification as a REIT. We may need the consent of our partners for major decisions
provisions that could cause us to sell all or a portion of our interest in, or buy all or a portion of our partners’ interests in, such entity or property
buy our partners’ interests or sell our interest. Additionally, if we serve as the managing member of a property-owning joint venture, we may h
limitation under our organizational documents as to the amount of funds that may be invested in partnerships or joint ventures; however, covena
ventures at any one time.
Our charter and bylaws and the laws of the state of our incorporation contain provisions that may delay, defer or prevent a change in control
premium over the then-prevailing market price for our Common Shares.
In order to maintain GRT’s qualification as a REIT for federal income tax purposes, not more than 50% in value of the outstanding Comm
the Code to include certain entities) at any time during the last half of the taxable year. Additionally, 100 or more persons must beneficially own t
during a proportionate part of a shorter tax year.
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To ensure that GRT will not fail to qualify as a REIT under this test, GRT’s organizational documents authorize the Board to take such ac
other than Herbert Glimcher, David Glimcher (only with respect to the limitation on the ownership of outstanding Common Shares) and any entitie
the lesser of the number or value of GRT’s outstanding shares of beneficial interest (including common and preferred shares), (ii) 9.9% of the lesser
of Beneficial Interest (“Series F Preferred Shares”) outstanding, and (iii) 9.9% of the lesser of the number or value of the total 8⅛% Series G Cum
outstanding. Herbert Glimcher and David Glimcher are limited to an aggregate of 25% direct or indirect ownership of Common Shares outstandin
Steers Capital Management, Inc., permitting them to own, directly or indirectly, of record or beneficially (i) up to 600,000 Series F Preferred Shares
other class of the GRT’s equity securities. The Board has also granted an exemption to Neuberger Berman permitting them to own 608,800 Series G
or fewer individuals who will own more than 50% in value of its outstanding Common Shares, thereby causing GRT to fail to qualify as a REIT. Th
The members of the Board are currently divided into three equal classes whose terms expire in 2009, 2010 and 2011, respectively. Each ye
staggered terms for Board members may affect the ability of GRT shareholders to change control of GRT even if a change in control were in the int
GRT’s Amended and Restated Declaration of Trust, as amended (the “Declaration of Trust”) authorizes the Board to establish one or mo
the preferences, rights and other terms of any series. The Board could authorize GRT to issue other series of preferred shares that could det
shareholders might believe to be in their best interest or in which GRT shareholders might receive a premium for their shares over the prevailing ma
The Declaration of Trust and our Amended and Restated Bylaws also contain other provisions that may delay or prevent a transacti
otherwise be in the best interests of GRT’s shareholders. As a Maryland REIT, GRT is subject to the provisions of the Maryland REIT law w
statutory procedures before some mergers and acquisitions can occur, thus delaying or preventing offers to acquire GRT or increasing the diffic
GRT’s shareholders.
Risks associated with information systems may interfere with our operations.
We are continuing to implement new information systems and problems with the design or implementation of these new systems could int
Our operations could be affected if we lose any key management personnel.
Our executive officers have substantial experience in owning, operating, managing, acquiring and developing shopping centers. Succes
they will remain with us. The loss of key management personnel in leasing, finance, legal, construction, development, or operations could have
generally no restrictions on the ability of these executives to compete with us after termination of their employment.
Inflation may influence our operations.
Inflation risks could impact our operations due to increases in construction costs as well as other costs pertinent to our business, includin
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Item 1B. Unresolved Staff Comments
The Company has received no written comments regarding its periodic or current reports from the staff of the SEC that were issued 180 da
Item 2. Properties
The Company’s headquarters are located at 180 East Broad Street, Columbus, Ohio 43215, and its telephone number is (614) 621-9000. In
At December 31, 2008, the Company managed and leased a total of 27 Properties of which the Company had an ownership interest (24 who
states as follows: Ohio (9), West Virginia (3), California (2), Florida (2), Arizona (1), Kansas (1), Kentucky (1), Minnesota (1), New Jersey (1), North
(1).
(a) Malls
Twenty-three of the Properties are Malls and range in size from 384,000 square feet of GLA to 1.5 million square feet of GLA. Seven of
California (2), Florida (2), West Virginia (2), Kansas (1), Kentucky (1), Minnesota (1), New Jersey (1), North Carolina (1), Oklahoma (1), Oregon (1)
major tenant information are set forth below.
Summary of Malls at December 31, 2008
% of % of
Anchors Stores Total Anchors Stores
Property/Location GLA GLA (1) GLA Occupied (2) Occupied (
Held for Investment

Wholly Owned
Ashland Town Center

Ashland, KY 206,558 177,044 383,602 100.0
Colonial Park Mall

Harrisburg, PA 504,446 239,146 743,592 100.0
Dayton Mall, The

Dayton, OH 935,130 481,716 1,416,846 96.7
Eastland Mall,
(“Eastland Ohio”)
Columbus, OH 726,534 289,786 1,016,320 69.4
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% of % of
Grand Central Mall

City of Vienna, WV 531,788 377,803 909,591 87.7
Indian Mound Mall

Heath, OH 389,589 168,307 557,896 66.6
Jersey Gardens
Elizabeth, NJ 648,965 654,951 1,303,916 100.0
Lloyd Center
Portland, OR 713,038 711,009 1,424,047 100.0
Mall at Fairfield
Commons, The
Beavercreek, OH 768,284 370,462 1,138,746 100.0
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% of % of
Mall at Johnson
City, The
Johnson City, TN 373,605 170,836 544,441 100.0
Merritt Square
Merritt Island, FL 563,512 256,393 819,905 96.3
Morgantown Mall
Morgantown, WV 396,361 161,584 557,945 94.8
New Towne Mall

New Philadelphia, OH 361,501 152,144 513,645 92.6
Northtown Mall
Blaine, MN 461,438 258,406 719,844 100.0
Polaris Fashion Place

Columbus, OH 921,141 573,805 1,494,946 100.0
River Valley Mall

Lancaster, OH 316,947 252,514 569,461 59.0
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% of % of
SuperMall of the Great Northwest

Auburn, WA 541,669 401,212 942,881 100.0
Weberstown Mall
Stockton, CA 602,817 255,621 858,438 100.0
WestShore Plaza Mall

Tampa, FL 769,878 289,234 1,059,112 100.0
Subtotal - Malls Held for

Investment - Wholly Owned 10,733,201 6,241,973 16,975,174 94.0%
Malls Held for Investment - Joint

Venture
Puente Hills Mall (11)

City of Industry, CA 732,873 447,375 1,180,248 85.4
Tulsa Promenade (11)

Tulsa, OK 690,235 236,353 926,588 100.0

Investment – Joint Venture 1,423,108 683,728 2,106,836 92.5%

Investment 12,156,309 6,925,701 19,082,010 93.8%
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% of % of
Malls Held for Sale
Eastland Mall (“Eastland North

Carolina”)
Charlotte, NC (12) 725,720 334,653 1,060,373 96.4
Great Mall of the Great

Plains, The
Olathe, KS (13) 397,947 384,271 782,218 89.8
Subtotal – Malls Held for Sale 1,123,667 718,924 1,842,591 94.1%

Total Mall Portfolio 13,279,976 7,644,625 20,924,601 93.8%
(1) Includes outparcels.

(2) Occupied space is space where a store is open and/or paying charges at the date indicated, excluding all tenants with leases having an in
occupied space into the total available space to be leased. Anchor occupancy is for stores of 20,000 square feet or more.
(3) Occupied space is space where a store is open and/or a paying rent at the date indicated, excluding all tenants with leases having an in
occupied space into the total available space to be leased. Store occupancy is for stores of less than 20,000 square feet and outparcels.
(4) Average 2008 store sales per square foot for in-line stores of less than 10,000 square feet.
(5) Lease expiration dates do not contemplate or include options to renew.
(6) The land and building are owned by the anchor store or other third party.
(7) This is a ground lease by the Company to the tenant. The Company owns the land, but not the building.
(8) Managed by Ohio Entertainment Corporation, a wholly owned subsidiary of Glimcher Development Corporation.
(9) Building owned by third party, space partially occupied at year-end.
(10) Anchor vacated the store, but continues to pay ancillary charges through the expiration date.
(11) The Operating Partnership has an investment in this Mall of 52%. The Company is responsible for management and leasing services and re
(12) Property was classified as held for sale as of December 31, 2008.
(13) Property was classified as held for sale as of December 31, 2008 and was sold in January 2009.
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(b) Community Centers
Four of the Properties are Community Centers ranging in size from approximately 8,000 to 443,000 square feet of GLA. They are located
character and major tenant information are set forth below.
Summary of Community Centers at December 31, 2008
% of
Anchors Stores Total Anchors
Property/Location GLA GLA (1) GLA Occupied (2)
Morgantown Commons
Morgantown, WV 200,187 30,656 230,843 100.0
Ohio River Plaza

Gallipolis, OH (5) 44,242 43,136 87,378 100.0
Polaris Towne Center

Columbus, OH 291,997 151,040 443,037 80.0
Surprise Town Square

Surprise, AZ (6) - 8,000 8,000 N/A
Total 536,426 232,832 769,258 89.1%
(1) Includes outparcels.

(2) Occupied space is space where a store is open and/or paying charges at the date indicated, excluding all tenants with leases having an in
occupied space into the total available space to be leased. Anchor occupancy is for stores of 20,000 square feet or more.
(3) Occupied space is space where a store is open and/or a paying rent at the date indicated, excluding all tenants with leases having an in
occupied space into the total available space to be leased. Store occupancy is for stores of less than 20,000 square feet and outparcels.
(4) Lease expiration dates do not contemplate options to renew.
(5) Property classified as held-for-sale at December 31, 2008.
(6) The Operating Partnership has an investment in this Community Center of 50%.
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(c) Lease Expiration and Rent Per Square Foot
Our lease expirations, total number of tenants whose leases will expire (shown by No. of Leases), the total area in square feet covered
rental represented by such leases (% of Total Base Rent) for the next ten years for our total portfolio of Properties (including wholly-owned as w
2008 are disclosed in the chart below:
Expiration No. of Square

Year Leases Feet
2009 553 1,422,288
2010 331 2,013,552
2011 347 2,449,526
2012 214 1,501,020
2013 163 1,377,335
2014 128 1,201,599
2015 115 951,270
2016 101 532,871
2017 128 803,381
2018 99 824,174
The average base rent per square foot for tenants at December 31, 2008 for the Company’s portfolio of Properties (including wholly-own
and $30.88 per square foot for non-anchor stores.
(d) Significant Properties
Jersey Gardens Mall in Elizabeth, New Jersey and Polaris Fashion Place in Columbus, Ohio (“Polaris”) each have a net book value of more
of 10% of the Company’s consolidated revenue.
(e) Properties Subject to Indebtedness
At December 31, 2008, 24 of the Properties, consisting of 21 Malls (19 wholly-owned and 2 partially owned through a joint venture), 2
development (partially owned through a joint venture), were encumbered by mortgages and 2 Malls and 2 Community Centers were unencumbered
of the encumbered property. Our unencumbered Properties and developments have a net book value of $149.7 million at December 31, 2008. To
development of the Properties, the Company has entered into an unsecured revolving line of credit with several financial institutions.
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Various Mortgage Loans
The following table sets forth certain information regarding the mortgages which encumber various Properties. All of the mortgages are fi
thousands).
Fixed/
Variable
Interest Interest Loan
Encumbered Property Rate Rate Balance
Great Mall of the Great Plains, The Fixed 4.30% $
Grand Central Mall Fixed 7.18%
Eastland North Carolina Fixed 8.50%
Mall at Johnson City, The Fixed 8.37%
Polaris Towne Center Fixed 8.20%
Colonial Park Mall Fixed 4.72%
Northtown Mall Fixed 6.02%
Morgantown Mall Fixed 6.52%
Ashland Town Center Fixed 7.25%
Dayton Mall, The Fixed 8.27%
WestShore Plaza Fixed 5.09%
Polaris Fashion Place Fixed 5.24%
Lloyd Center Fixed 5.42%
Jersey Gardens Fixed 4.83%
Mall at Fairfield Commons, The Fixed 5.45%
SuperMall of the Great Northwest Fixed 7.54%
Merritt Square Fixed 5.35%
River Valley Mall Fixed 5.65%
Weberstown Mall Fixed 5.90%
Eastland Ohio Fixed 5.87%
Total Wholly Owned Properties $ 1,
Tulsa Promenade Fixed 6.52% $

Surprise Town Square Variable 2.20%
Puente Hills Mall Fixed 5.61%
Scottsdale Quarter (4) Fixed 5.44%
Total Joint Venture Properties $
(1) This loan was paid off during the first quarter of 2009.
(2) Optional prepayment date (without penalty) is shown. Loan matures at a later date as disclosed in Note 5 in our Consolidated Financial S
(3) This total differs from the amounts reported in the financial statements due to $19.0 million in tax exempt borrowings which are not secur
141, “Business Contributions.”
(4) On November 30, 2007 we closed on a $220 million construction loan for our Scottsdale Quarter project. The loan bears interest at LIBOR
(5) The Company has one, one-year option that would extend the maturity date of the loan to October 21, 2012.
(6) The Company has two, one-year options that would extend the maturity date of the loan to October 13, 2013.
(7) This loan was paid off and replaced with a variable rate mortgage of up to $47 million during the first quarter of 2009. The initial fundin
bears interest at a rate of LIBOR plus 350 basis points and is subject to an interest rate floor of 5.5%.
(8) The venture expects either to extend the maturity date or repay the loan upon maturity.
(9) The venture has one, one-year option that would extend the maturity date of the loan to October 1, 2010.
Item 3. Legal Proceedings
The Company is involved in lawsuits, claims and proceedings, which arise in the ordinary course of business. The Company is not
Accounting Standards (“SFAS”) No. 5, “Accounting for Contingencies,” the Company makes a provision for a liability when it is both probable th
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Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted to a vote of security holders through the solicitation of proxies or otherwise during the fourth quarter of fiscal ye
PART II.
Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
(a) Market Information
The Common Shares are currently listed and traded on the New York Stock Exchange (“NYSE”) under the symbol “GRT.” On February
following table shows the high and low sales prices for the Common Shares on the NYSE for the 2008 and 2007 quarterly periods indicated as r
Common Share paid by GRT with respect to such period.
Quarter Ended High

March 31, 2008 $15.00
June 30, 2008 $13.46
September 30, 2008 $11.62
December 31, 2008 $10.37
March 31, 2007 $29.69

June 30, 2007 $28.20
September 30, 2007 $25.75
December 31, 2007 $24.73
For 2008, the Common Share dividend declared in December and paid in January will be reported in the 2009 tax year. For 2007, the C
December 31, 2007 per Internal Revenue Code section 857(b)(9) and therefore reportable in the 2007 tax year.
(b) Holders
The number of holders of record of the Common Shares was 782 as of February 23, 2009.
(c) Distributions
Future distributions paid by GRT on the Common Shares will be at the discretion of the GRT Board of Trustees and will depend up
distribution requirements under the REIT provisions of the Code, and such other factors as the GRT Board of Trustees deem relevant.
GRT has implemented a Distribution Reinvestment and Share Purchase Plan under which its shareholders or Operating Partnership unit h
reinvest their distributions in Common Shares at fair value. In order to fulfill its obligations under the plan, GRT may purchase Common Shares
authorized specifically for the plan. As of December 31, 2008, 2,100,000 Common Shares were authorized, of which 315,872 Common Shares have be
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Item 6. Selected Financial Data
The following table sets forth Selected Financial Data for the Company. This information should be read in conjunction with the consolid
the Financial Condition and Results of Operations, each included elsewhere in this Form 10-K:
For
2008 2007
Operating Data (in thousands, except per share amounts): (1)
Total revenues $ 319,136 $ 302,166
Operating income $ 99,385 $ 102,442
Interest expense $ 82,276 $ 87,940
Gain on sales of properties, net $ 1,244 $ 47,349
Income from continuing operations $ 17,578 $ 14,649
Income (loss) from continuing operations per share common (diluted) $ 0.00 $ (0.03)
Net income (loss) $ 16,769 $ 38,357
Preferred stock dividends $ 17,437 $ 17,437
Net (loss) income available to common shareholders $ (668) $ 20,920
Per common share data: (Loss) earnings per share (diluted) $ (0.02) $ 0.56
Distributions (per common share) $ 1.2800 $ 1.9232
Balance Sheet Data (in thousands):

Investment in real estate, net $ 1,759,598 $ 1,710,003
Total assets $ 1,876,313 $ 1,830,947
Total long-term debt $ 1,659,953 $ 1,552,210
Total shareholders’ equity $ 130,552 $ 189,090
Other Data:
Cash provided by operating activities (in thousands) $ 93,706 $ 102,656
Cash (used in) provided by investing activities (in thousands) $ (127,594) $ 65,895
Cash provided by (used in) financing activities (in thousands) $ 29,835 $ (158,155)
Funds from operations (2) (in thousands) $ 83,126 $ 55,395
Number of Properties (3) (4) 27 27
Total GLA (in thousands) (3) (4) $ 21,694 $ 21,598
Occupancy rate % (3) 92.8% 95.2%
(1) Operating data for the years ended December 31, 2007, 2006, 2005 and 2004 are restated to reflect the reclassification of properties held-fo
(2) FFO as defined by NAREIT is used by the real estate industry and investment community as a supplemental measure of the performance
shareholders (computed in accordance with GAAP), excluding gains or losses from sales of depreciable property, plus real estate related
joint ventures. FFO does include impairment losses for properties held-for-use and held-for-sale. The Company’s FFO may not be directl
cash flow from operating activities in accordance with GAAP and should not be considered as an alternative to net income (determined
cash flow from operating activities (determined in accordance with GAAP), as a measure of the Company’s liquidity, nor is it indicative
distributions. A reconciliation of FFO to net income available to common shareholders is provided in Item 7 of this Form 10-K.
(3) Number of Properties and GLA include Properties which are both wholly-owned by the Company or by a joint venture in which the Co
where a store is open or a tenant is paying rent at the date.
(4) The number of Properties owned by joint ventures in which the Company has an interest and the GLA of those Properties included in
includes 2.1 million square feet of GLA (2 Properties); 2006 includes 2.1 million square feet of GLA (2 Properties); 2005 includes 1.2 million
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
GRT is a self-administered and self-managed REIT which commenced business operations in January 1994 at the time of its initial public o
Limited Partnership (“GPLP” or “Operating Partnership”), as well as entities in which the Company has an interest. We own, lease, manage and
super regional malls (“Malls”) and community shopping centers (“Community Centers”). As of December 31, 2008, we owned interests in and ma
owned through a joint venture) and four Community Centers (one of which is partially owned through a joint venture). The Properties contain an
approximately 92.8% was occupied at December 31, 2008.
Our primary business objective is to achieve growth in net income and Funds From Operations (“FFO”) by developing and acquiring re
through selective expansion and renovation of our Properties, and by maintaining high occupancy rates, increasing minimum rents per square-foot
Key elements of our growth strategies and operating policies are to:
● Increase Property values by aggressively marketing available GLA and renewing existing leases;
● Negotiate and sign leases which provide for regular or fixed contractual increases to minimum rents;
● Capitalize on management’s long-standing relationships with national and regional retailers and extensive experience in marketing to
order to lease available space;
● Establish and capitalize on strategic joint venture relationships to maximize capital resource availability;
● Utilize our team-oriented management approach to increase productivity and efficiency;
● Acquire strategically located malls;
● Hold Properties for long-term investment and emphasize regular maintenance, periodic renovation and capital improvements to preser
● Selectively dispose of assets we believe have achieved long-term investment potential and redeploy the proceeds;
● Control operating costs by utilizing our employees to perform management, leasing, marketing, finance, accounting, construction sup
● Renovate, reconfigure or expand Properties and utilize existing land available for expansion and development of outparcels to meet th
● Utilize our development capabilities to develop quality properties at low cost.
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Our strategy is to be a leading REIT focusing on enclosed malls and other anchored retail properties located primarily in the top 100
development opportunities and in strategic acquisitions of mall properties that provide growth potential while disposing of non-strategic assets.
credit facilities, proceeds from strategic joint venture partners, asset dispositions, secured mortgage financings, the issuance of equity or debt secu
During the last four years, we have made substantial progress in our disposition of non-strategic assets. From the period beginning Dec
41 to 27. Our disposition program’s goal was to enhance the quality and growth profile of our portfolio of Properties. The first phase of the progr
decision to evolve from a community center company to one founded on higher growth mall properties. Once that phase was substantially com
characteristics we wanted for long-term investment and focused on re-investment into higher quality malls and improving our existing portfoli
Community Centers and 5 Malls during this period. We re-invested the proceeds from these asset dispositions in higher quality properties duri
through a joint venture) that were new to our portfolio and developed one new Community Center through a joint venture. We had one Community
Critical Accounting Policies and Estimates
General
Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon our consolidated financial sta
financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and e
estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of wh
that are not readily apparent from other sources. Senior management has discussed the development, selection and disclosure of these estima
registered public accounting firm. Actual results may differ from these estimates under different assumptions or conditions.
An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters th
reasonably likely to occur could materially impact the financial statements. Management believes the critical accounting policies discussed in thi
consolidated financial statements.
Revenue Recognition
The Company’s revenue recognition policy relating to minimum rents does not require the use of significant estimates. Minimum rent
basis. Percentage rents, tenant reimbursements, and components of other revenue associated with the margins related to outparcel sales include e
Percentage Rents
Percentage rents, which are based on tenants’ sales as reported to the Company, are recognized once the sales reported by such tenan
rents are recognized based upon the measurement dates specified in the leases which indicate when the percentage rent is due.
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Tenant Reimbursements
Estimates are used to record cost reimbursements from tenants for CAM, real estate tax, utilities and insurance. We recognize revenue ba
these reimbursable expenses are incurred. Differences between estimated cost reimbursements and final amounts billed are recognized in the
variations exist in computations between Properties and tenants. The Company analyzes the balance of its estimated accounts receivable f
reimbursements versus actual expenses. Adjustments are also made throughout the year to these receivables and the related cost reimburseme
collected. If management’s estimate of the percent of recoverable expenses that can be billed to the tenants in 2008 differs from actual amounts bil
million.
Outparcel Sales
The Company sells outparcels at its various Properties. The estimated cost used to calculate the margin from these sales involves a numb
based upon historical cost paid for the total parcel to the portion of the parcel that is sold, or by incorporating the sales value method. The propo
factors include items such as ease of access to the parcel, visibility from high traffic areas and other factors that may differentiate the desirability o
Accounts Receivable and Allowance for Doubtful Accounts
The allowance for doubtful accounts reflects the Company’s estimate of the amounts of the recorded accounts receivable at the balan
Company’s policy is to record a periodic provision for doubtful accounts based on total revenues. The Company also periodically reviews sp
recording such a provision, the Company considers a tenant’s creditworthiness, ability to pay, probability of collections and consideration of the r
based upon the Company’s historical experience.
Investment in Real Estate
Carrying Value of Assets
The Company maintains a diverse portfolio of real estate assets. The portfolio holdings have increased as a result of both acquisiti
assets. The amounts to be capitalized as a result of acquisition and developments and the periods over which the assets are depreciated or am
estimates as to fair value and the allocation of various costs to the individual assets. The Company allocates the cost of the acquisition based up
value of intangibles related to its acquisitions. The valuation of the fair value of the intangibles involves estimates related to market conditions,
value is determined by considering factors such as the tenant’s industry, location within the Property and competition in the specific market in wh
be significant based upon the assumptions made in calculating these estimates.
Impairment Evaluation
Management evaluates the recoverability of its investment in real estate assets in accordance with SFAS No. 144, “Accounting for the
assets be reviewed for impairment whenever events or changes in circumstances indicate that recoverability of the investment in the asset is not as
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The Company evaluates the recoverability of its investments in real estate assets to be held and used each quarter and records an impair
flows are less than the carrying amount for a particular Property. The estimated cash flows used for the impairment analysis and the determination
Company’s views of market and economic conditions. The estimates consider matters such as current and historical rental rates, occupancies fo
properties. Changes in estimated future cash flows due to changes in the Company’s plans or views of market and economic conditions could re
could be substantial.
Investment in Real Estate – Held-for-Sale
The Company evaluates the held-for-sale classification of its owned real estate each quarter. Assets that are classified as held-for-sale a
generally classified as held-for-sale once management commits to a plan to sell the Properties and has initiated an active program to market
discontinued operations in all periods reported.
On occasion, the Company will receive unsolicited offers from third parties to buy individual Properties. Under these circumstances, t
executed with no contingencies and the prospective buyer has funds at risk to ensure performance.
Sale of Real Estate Assets
The sale of real estate assets may also involve the application of judgments in determining whether the risks and rewards of ownership ha
a gain on the sale. The Company recognizes property sales in accordance with SFAS No. 66, “Accounting for Sales of Real Estate.” The Compan
method at closing, when the earnings process is deemed to be complete. Sales not qualifying for full recognition at the time of sale are accounted f
Accounting for Acquisitions
The fair value of the real estate acquired is allocated to acquired tangible assets, consisting of land, building and tenant improvements, a
below-market leases for acquired in-place leases, the value of tenant relationships, and the value of in-place leases, based in each case on their
entities acquired based upon the percentage of interest acquired.
The fair value of the tangible assets of an acquired property (which includes land, building and tenant improvements) is determined b
relative fair values of these assets. Management determines the as-if-vacant fair value of a property using methods to determine the replacement c
In determining the fair value of the identified intangible assets and liabilities of an acquired property, above-market and below-market in
reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leas
leases, measured over a period equal to the remaining non-cancelable term of the lease. The capitalized above-market lease values and the capita
initial lease term.
The aggregate value of in-place leases is determined by evaluating various factors, including an estimate of carrying costs during the expe
costs, management includes real estate taxes, insurance and other operating expenses and estimates of lost rental revenue during the expected
execute similar leases including leasing commissions, legal and other related costs. The value assigned to this intangible asset is amortized over th
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The aggregate value of other acquired intangible assets include tenant relationships. Factors considered by management in assignin
investment in tenant improvements, leasing commissions and an approximate time lapse in rental income while a new tenant is located. The value a
Depreciation and Amortization
Depreciation expense for real estate assets is computed using a straight-line method and estimated useful lives for buildings and improvem
three to ten years. Expenditures for leasehold improvements and construction allowances paid to tenants are capitalized and amortized over the in
than improvements to the real estate are amortized as a reduction to minimum rents over the initial lease term. Maintenance and repairs are char
retailers who own their real estate are capitalized as contract intangibles. These intangibles are amortized over the period the retailer is required to
Investment in Unconsolidated Real Estate Entities
The Company evaluates all joint venture arrangements for consolidation. The percentage interest in the joint venture, evaluation of cont
the arrangement qualifies for consolidation.
The Company accounts for its investments in unconsolidated real estate entities using the equity method of accounting, whereby the c
beginning on the date of acquisition and reduced by distributions received. The income or loss of each investee is allocated in accordance with
agreements may differ from the ownership interest held by each investor. Differences between the carrying amount of the Company’s investme
unconsolidated entities are amortized over the respective lives of the underlying assets as applicable.
The Company periodically reviews its investment in unconsolidated real estate entities for other than temporary declines in market value.
other than temporary and an impairment charge is recorded as a reduction in the carrying value of the investment. No impairment charges
unconsolidated real estate entities.
Deferred Costs
The Company capitalizes initial direct costs in accordance with SFAS No. 91, “Accounting for Nonrefundable Fees and Costs Associate
these costs over the initial lease term. The costs are capitalized upon the execution of the lease and the amortization period begins the earlier of th
Derivatives
The Company recognizes all derivative financial instruments in the consolidated financial statements at fair value regardless of the purp
instruments that qualify for hedge accounting are recorded in our financial statements under stockholders’ equity as a component of comprehens
values of derivatives not qualifying for hedge accounting are reported in earnings.
For derivative instruments that are designated and qualify as a cash flow hedge (i.e., hedging the exposure to variability in expected futur
on the derivative instrument is reported as a component of accumulated other comprehensive income and reclassified into net income or interest e
or interest expense. The remaining gain or loss of the derivative instruments in excess of the cumulative change in the present value of future cash
in other income or other expense during the period of the change. Upon termination of a derivative instrument prior to maturity, the aforementio
interest income or interest expense over the remaining term of the hedge relationship using the effective interest method. Should the hedged item m
transaction is probable of not occurring, the aforementioned amounts in accumulated other comprehensive income are reclassified to interest inco
forward will be recorded in other income or other expense.
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Funds From Operations
Our consolidated financial statements have been prepared in accordance with GAAP. We have indicated that FFO is a key measure of fi
performance in our industry, which we believe provides important information to investors and a relevant basis for comparison among REITs.
We believe that FFO is an appropriate and valuable measure of our operating performance because real estate generally appreciates ov
accordingly, reductions for real estate depreciation and amortization charges are not meaningful in evaluating the operating results of the Propertie
FFO is defined by the National Association of Real Estate Investment Trusts or “NAREIT” as net income (or loss) available to common
depreciable assets, plus real estate related depreciation and amortization and after adjustments for unconsolidated partnerships and joint venture
Company’s FFO may not be directly comparable to similarly titled measures reported by other real estate investment trusts. FFO does not rep
considered as an alternative to net income (determined in accordance with GAAP), as an indication of our financial performance or to cash flow fro
nor is it indicative of funds available to fund our cash needs, including our ability to make cash distributions.
The following table illustrates the calculation of FFO and the reconciliation of FFO to net (loss) income available to common shareholders
For t
2008
Net (loss) income available to common shareholders $ (668)
Add back (less):
Real estate depreciation and amortization 79,603
Equity in loss (income) of unconsolidated entities 709
Pro rata share of joint venture funds from operations 4,726
Minority interest in Operating Partnership -
Gain on sales of Properties (1,244)
Funds from operations $ 83,126
FFO – Comparison of Year Ended December 31, 2008 to December 31, 2007
FFO increased by $27.7 million or 50.1% for the year ended December 31, 2008 compared to the same period ended December 31, 2007. Co
from our Properties held in continuing operations. The main factor contributing to this increase was the additional operating income obtained fo
2007, we recorded $30.4 million of impairment charges. There were no impairment charges for the same period in 2008. Lastly, we incurred $5.7 mill
capitalized interest.
Offsetting these increases to FFO, we received $7.6 million less in property net operating income from Properties that were sold during 200
entities primarily attributed to a $1.0 million favorable variance when we recorded our tenant reconciliations in 2007 as well as increased provision f
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FFO – Comparison of Year Ended December 31, 2007 to December 31, 2006
FFO increased $80.9 million for the year ended December 31, 2007 compared to the year ended December 31, 2006. During 2007, we incu
During 2006, we incurred $111.9 million of impairment charges primarily related to three Mall Properties, one of which was sold during 2007, and t
million less in interest expense. The primary driver of this decrease in interest expense can be attributed to a $9.4 million defeasance charge incur
which was sold during 2007. Offsetting these increases to FFO was a $3.7 million decline in lease termination income. We also received $8.5 milli
ended December 31, 2007 or 2006.
Results of Operations - Year Ended December 31, 2008 Compared to Year Ended December 31, 2007
Revenues
Total revenues increased 5.6%, or $17.0 million, for the year ended December 31, 2008 compared to the year ended December 31, 2007. O
million and other income increased $5.7 million.
Minimum Rents
Minimum rents increased 3.7%, or $6.9 million, for the year ended December 31, 2008 compared with minimum rents for the year ended De
in Merritt Island, Florida consisting of approximately 820,000 square feet of GLA (“Merritt”), in October 2007 added $6.1 million in base rents. We a
Tenant reimbursements reflect an increase of 5.2%, or $4.6 million, for the year ended December 31, 2008. The acquisition of Merritt cause
$2.1 million increase primarily from growth in reimbursable expenses.
Other Revenues
Other revenues increased 25.1%, or $5.7 million, for the year ended December 31, 2008 compared to the year ended December 31, 2007. Th
For t
2008
Licensing agreement income $ 10,483
Outparcel sales 6,060
Sponsorship income 1,883
Management fees 4,875
Other 5,116
Total $ 28,417
In 2008, the $6.1 million of outparcel revenue was from the sale of outparcels at New Towne Mall, Jersey Gardens Center and Georgesville
less than thirteen months. Management fee income increased $2.2 million in 2008 as a result of an increase in development, leasing and legal fee rev
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Expenses
Total expenses increased 10.0%, or $20.0 million, for the year ended December 31, 2008. Real estate taxes increased $3.0 million, propert
$2.2 million, other operating expenses increased $4.9 million, depreciation and amortization increased $8.0 million, and general and administrative c
million.
Property Operating Expenses
Property operating expenses increased by $3.3 million, or 5.2%, for the year ended December 31, 2008 compared to the year ended Decemb
Real Estate Taxes
Real estate taxes increased $3.0 million, or 9.6%, for the year ended December 31, 2008. The acquisition of Merritt caused an increase in ta
Provision for Doubtful Accounts
The provision for doubtful accounts was $5.9 million for the year ended December 31, 2008 compared to $3.7 million for the year ended D
operations for 2008 and 2007, respectively. Increases in the number of tenant bankruptcies in 2008 contributed to the increase in the provision for
Other Operating Expenses
Other operating expenses increased 59.8%, or $4.9 million, for the year ended December 31, 2008 as compared to the year ended December
million compared to $1.2 million for the previous year.
Depreciation expense increased for the year ended December 31, 2008 by $8.0 million or 10.9%. The addition of Merritt to the portfolio
experienced a $4.1 million increase, primarily at Polaris Towne Center, Grand Central Mall, WestShore Plaza and Eastland Ohio which were driven by
General and Administrative
General and administrative expense was $17.9 million and represented 5.6% of total revenues for 2008 compared to $16.5 million in 2007 wh
increase in occupancy costs associated with our new corporate office, an increase in professional fees and an increase in overall compensation
relating to the reversal of performance share awards granted under the long term incentive plan for senior executives that was previously expensed
Impairment Losses - Real Estate Assets, Continuing Operations
We recognized a $2.9 million non-cash impairment charge on our Jersey Gardens Center in the fourth quarter of 2007. The charge result
sales contract for the last undeveloped parcel. The purchase price under the ground lease option and the sales price for the final undeveloped par
and we sold the last undeveloped parcel during 2008. During the year ended December 31, 2008, we did not incur any impairment charges associate
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Interest Expense/Capitalized Interest
Interest expense decreased 6.4%, or $5.7 million for the year ended December 31, 2008. The summary below identifies the decrease by its v
For th
2008
Average loan balance $ 1,560,415 $
Average rate 5.53%
Total interest $ 86,291 $

Amortization of loan fees 1,990
Capitalized interest and other expense, net (6,005)
Interest expense $ 82,276 $
The decrease in interest expense was primarily due to a significant decrease in borrowing costs compared to the same period last year. T
from funding our capital improvements and redevelopments. The variance in “Capitalized interest and other expense, net” was due to a higher leve
Equity in (Loss) Income of Unconsolidated Real Estate Entities, Net
Net (loss) income available from unconsolidated entities was a loss of $1.4 million and income of $2.2 million for the year ended Decemb
$(709,000) and $1.1 million for the year ended December 31, 2008 and 2007, respectively. This decrease was due to increased depreciation expense a
with tenant bankruptcies. Also, we experienced less tenant reimbursements revenue during 2008. In 2007, we recorded favorable adjustments ass
income available from joint ventures results primarily from our investment in Puente Hills Mall (“Puente”) and Tulsa Promenade (“Tulsa”). The
Corporation (“ORC”), an affiliate of Oxford Properties Group (“Oxford”), which is the global real estate platform for the Ontario (Canada) Municipal
Discontinued Operations
During 2008, we sold Knox Village Square for $9.5 million and recorded a $1.3 million gain. In addition, there were no recorded impairment
at one of our Community Centers for $209.5 million and recorded a $47.3 million gain primarily associated with these sales. Also in 2007, we reco
Malls. Total revenues for discontinued operations were $12.6 million and $35.6 million for the years ended December 31, 2008 and 2007, respectivel
Results of Operations - Year Ended December 31, 2007 Compared to Year Ended December 31, 2006
Revenues
Total revenues increased 3.3%, or $9.6 million, for the year ended December 31, 2007 compared with total revenues for the year ended D
million, tenant reimbursements increasing $2.7 million, and an increase in other income of $2.3 million.
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Minimum Rents
Minimum rents increased 2.3%, or $4.2 million, for the year ended December 31, 2007 compared with minimum rents for the year ended De
rents. The remaining properties, exclusive of lease termination income, experienced a $4.5 million increase, which resulted primarily from the co
Northtown Mall, and the completion of the Mid Ohio Medical Center at Grand Central Mall as well as increased occupancy at WestShore Plaza, P
income of $2.2 million.
Tenant reimbursements reflect an increase of 3.2%, or $2.7 million, for the year ended December 31, 2007. This is due to an associated incr
$854,000 from the acquisition of Merritt.
Other Revenues
Other revenues increased 11.5%, or $2.3 million, for the year ended December 31, 2007 compared to the year ended December 31, 2006. The
For t
2007
Licensing agreement income $ 10,594
Outparcel sales 2,724
Sponsorship income 1,487
Management fees 2,660
Other 5,249
Total $ 22,714
Licensing agreement income relates to our tenants with rental agreement terms of less than thirteen months. The decline in this revenue i
longer periods. In 2007, the $2.7 million of outparcel revenue is from the sale of outparcels at New Towne Mall and The Mall at Fairfield Com
compared to the year ended December 31, 2006 as a result of an increase in development, leasing, and legal fee revenue.
Expenses
Total expenses increased 7.1%, or $13.3 million, for the year ended December 31, 2007. Depreciation and amortization increased $5.2 m
increased $1.6 million and general and administrative costs increased $1.2 million. Impairment losses on held-for-investment real estate assets were
taxes decreased by $861,000.
Property Operating Expenses
Property operating expenses increased $3.0 million, or 5.0%, for the year ended December 31, 2007. Insurance for property damage and liab
values and the cost to insure Properties located in areas that have a higher risk for natural disasters. Operating expenses for Merritt, acquired in the
Real Estate Taxes
Real estate taxes decreased $861,000, or 2.6%, for the year ended December 31, 2007. The decrease in real estate taxes was due to redu
redevelopment of several Properties.
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Provision for Doubtful Accounts
The provision for doubtful accounts is $3.7 million for the year ended December 31, 2007 and $3.5 million for the year ended December 3
2007 and 2006.
Other Operating Expenses
Other operating expenses increased 24.4%, or $1.6 million, for the year ended December 31, 2007 as compared to the year ended December
million compared to $129,000 for the previous year. Other increases include costs for write-off of discontinued development with offsetting decreas
Depreciation expense increased for the year ended December 31, 2007 by $5.2 million or 7.6%. The addition of Merritt to the portfolio
medical center at Grand Central Mall, the new addition of a lifestyle component at The Dayton Mall, and the write-off of improvements related to a
in depreciation expense.
General and Administrative
General and administrative expense was $16.5 million and represented 5.5% of total revenues for 2007 compared to $15.3 million in 20
compensation expense associated with the new performance share plan for senior management implemented in March 2007 and higher professio
requirements.
Impairment Losses -Real Estate Assets, Continuing Operations
We recognized a $2.9 million non-cash impairment charge on our Jersey Gardens Center in the fourth quarter of 2007. The charge result
sales contract for the last undeveloped parcel. The purchase price under the ground lease option and the sales price for the final undeveloped pa
and we sold the last undeveloped parcel in 2008. During the year ended December 31, 2006, we did not incur any impairment charges associated wi
Interest Expense/Capitalized Interest
Interest expense increased 7.0%, or $5.8 million for the year ended December 31, 2007. The summary below identifies the increase by its va
For th
2007
Average loan balance $ 1,450,207
Average rate 6.21%
Total interest $ 90,058

Capitalized interest and other expense, net (3,985)
Interest expense $ 87,940
The increase in the average loan balance was primarily a result of funding our capital improvements and redevelopment program. The var
due to a higher level of in-process construction and redevelopment activity compared to the prior year.
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Equity in Income of Unconsolidated Real Estate Entities, Net
Net income available from unconsolidated entities was $2.2 million and $2.8 million for the year ended December 31, 2007 and 2006, respe
year ended December 31, 2007 and 2006, respectively. The net income available from unconsolidated entities results primarily from our investment
Discontinued Operations
During 2007, we sold four Malls and one vacant anchor space at one of our Community Centers for $209.5 million and recorded a $47.3 m
$27.5 million primarily associated with two of our held-for-sale Malls. During 2006, we sold seven Community Centers for $24.7 million and rec
impairment loss of $111.9 million primarily associated with two of the held-for-sale Malls. Total revenues for discontinued operations were $35.6 mi
Liquidity and Capital Resources
Liquidity
Our short-term (less than one year) liquidity requirements include recurring operating costs, capital expenditures, debt service require
partnership interest in the Operating Partnership (“OP Units”). We anticipate that these needs will be met primarily with cash flows provided by op
Our long-term (greater than one year) liquidity requirements include scheduled debt maturities, capital expenditures to maintain, renovat
projects. Management anticipates that net cash provided by operating activities, the funds available under our credit facility, construction fina
issuance of preferred and common shares of beneficial interest, and proceeds from the sale of assets will provide sufficient capital resources to car
In spite of the challenging capital and debt markets, we were able to address all of our debt maturities for 2008. During April 2008, we clos
million refinancing on Puente, a Property owned through the ORC Venture. As permitted under the loan agreement for the Puente refinancing
Company and the lender to agree on syndication terms for the loan. The Company obtained its proportionate share of the loans required fo
Facility”). During October 2008, we closed on two $40 million loan transactions. One of the loans is secured by Morgantown Mall and the othe
toward the repayment of the $51 million loan on Morgantown Mall and Morgantown Commons, a Community Center located in Morgantown, W
financing were used to pay down outstanding borrowings on the Company's Credit Facility.
Finally, we executed an agreement, effective as of September 11, 2008, with the lender of the loan on our Eastland North Carolina Mall th
“Agreement”). Under the Agreement, the loan prepayment date has been extended from September 11, 2008 to the earlier of September 11, 2009 or
i) operating income for the Mall, ii) the aggregate sum of debt service, escrow, and reserve payments due under the Agreement (including docume
to keep the Mall open and operating (collectively, the “Mall Operating Costs”). We are only obligated to fund Mall Operating Costs, in the a
Modification Period (defined below) and to invest funds up to the Cost Cap to finance the Mall Operating Costs during the Modification Period (d
amount outstanding under the loan Agreement at an interest rate of 8.50% per annum, ii) monthly installments of taxes and insurance in accordan
Agreement requires us to make the aforementioned payments during the period between the Effective Date and the earlier of: September 11, 200
amount equal to the Cost Cap (the “Modification Period”). Under the Agreement, all of the aforementioned payments are included in Mall Opera
payments of principal on the amount outstanding under the loan agreement. Together with the lender, during the Modification Period, we will jo
associated with marketing except to the extent such costs are paid from the proceeds of the sale. The Agreement also provides that in the even
lender shall have the right to acquire possession of and title to the Mall. Furthermore, the Agreement provides that if the Mall is not sold to a th
lender will accept such conveyance. Lastly, the Agreement provides that in connection with either a sale to an unaffiliated third party or the conve
the Agreement.
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With respect to 2009 mortgage maturities, The Great Mall of the Great Plains (“Great Mall”) was sold, and the loan repaid, on January 5, 2
refinancing proceeds and capacity on our Credit Facility. Remaining mortgage debt maturities in 2009 includes loans on two joint venture pro
approximately $20 million on these two properties. We are currently negotiating with the lender on an extension of the Tulsa loan that matures i
option available.
At December 31, 2008, the Company’s total-debt-to-total-market capitalization was 83.6% (exclusive of our pro-rata share of joint venture
price has resulted in a ratio above our targeted range of 50 - 60%. With the recent reduction in our share price, similar to that of other REITs, we
from future asset sales to reduce debt and, to the extent debt levels remain in an acceptable range, to fund expansion, renovation and redevelopmen
The total-debt-to-total-market capitalization is calculated below (dollars, shares and OP Units in thousands except for stock price):
Stock Price (end of period)

Market Capitalization Ratio:
Common Shares outstanding
OP Units outstanding
Total Common Shares and OP Units outstanding at end of period
Market capitalization – Common Shares outstanding

Market capitalization – OP Units outstanding
Market capitalization – Preferred Shares
Total debt (end of period)
Total market capitalization
Total debt/total market capitalization

Total debt/total market capitalization including pro-rata share of joint ventures
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Capital Resource Availability
At December 31, 2008, the outstanding balance on the Credit Facility was $362.1 million and we have $23.7 million in outstanding letter
million and the interest rate on such balance was 1.63% per annum as of December 31, 2008. Our credit facility matures in December of 2009, but do
our lead bank to address this upcoming maturity. Based on the uncertainty in the current credit environment, it is our priority to address this ma
Facility has failed during 2008 to fund its pro rata share of one or more advances under the Credit Facility. If the Defaulting Lender’s failure to pe
the Credit Facility could be reduced by approximately $5.7 million.
At December 31, 2008, our mortgage notes payable were collateralized with first mortgage liens on 20 Properties having a net book value o
assets that have a net book value of $149.7 million.
As part of the ORC Venture, ORC has committed $200 million for acquisitions of certain other mall and anchored lifestyle retail proper
acquisition. The ORC Venture used $11.3 million of the $200 million to acquire Tulsa from GPLP. Although $188.7 million remains available, futur
order for the ORC Venture to utilize the funds. If the ORC Venture acquires additional properties using these funds then we will operate the prope
management fees, leasing commissions and other compensation including an asset management fee and acquisition fees based upon the purchase
On March 24, 2004, we filed a universal shelf registration statement with the SEC ("2004 Shelf"). The 2004 Shelf permits us to engag
purchase our common shares, purchase contracts and any combination of the foregoing. The amount of securities registered was $400 million, al
by the SEC on April 6, 2004 and expired on December 1, 2008. On August 29, 2008, we filed a universal shelf registration statement to replace the 20
registration statement permits us to engage in offerings of up to $400 million of the same classes of securities as registered under the expired 2004 S
Cash Activity
For the Year Ended December 31, 2008
Net cash provided by operating activities was $93.7 million for the year ended December 31, 2008.
Net cash used in investing activities was $128.0 million for the year ended December 31, 2008. During the period, we spent $95.4 million on
and constructing additional GLA, including $36.3 million to fund the addition of a lifestyle component at Polaris. We also spent $12.4 mil
Herberger’s. We spent $4.1 million to expand The Mall at Johnson City, $3.6 million for redevelopment at Ashland Town Center and $8.0 million f
various Properties. The remaining amounts were spent on operational capital expenditures. We invested $81.4 million in our unconsolidated r
development. The investment was used to fund the initial construction activity of this development. We also funded $23.5 million in Puente repr
Company did not agree on the syndication terms of the loan. Offsetting these cash expenditures, we received $39.3 million in distributions from ou
preferred investment in the Scottsdale Quarter development. The remaining distributions came from our investment in both Puente and Tulsa. Al
Ohio. Lastly we received $6.1 million in proceeds from the sale of outparcels.
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Net cash provided by financing activities was $29.8 million for the year ended December 31, 2008. During 2008, we received $122.3 milli
Northtown Mall. Also, we received $62.1 million under our Credit Facility. These proceeds were used primarily to fund our development activities a
we made $76.4 million of principal payments on existing mortgage debt. Of this amount, a $50.7 million principal payment was made on the Morgan
the mortgage on Knox Village Square, which matured in February 2008. Regularly scheduled principal payments on existing mortgages of $17.1 mi
our Common Shares, OP Units, and preferred shares.
Net cash provided by investing activities was $65.9 million for the year ended December 31, 2007. During 2007, we sold four of our Mal
sales were part of our corporate strategy to upgrade the quality of our portfolio. We also sold a vacant anchor store at Ohio River Plaza. Overall
million investment in real estate. Of this amount, we spent $45.5 million on redevelopment projects. We have spent $9.4 million at Polaris for the ad
the majority of which is for a Dick’s Sporting Goods, as well as $5.1 million for the construction of a diner at Jersey Gardens Center. We spent
building. We also spent $11.6 million for renovations with no incremental increase in GLA, the majority of which was spent at Lloyd Center for
replacing existing in-line and anchor space. Furthermore we spent $5.7 million on new developments. Of this amount, $5.0 million was contrib
development in Vero Beach, Florida, for a 50% interest in the venture. The remaining amounts were spent on operational capital expenditures. On O
million of outstanding mortgage debt. Lastly, during 2007 we spent $11.6 million on our investment in joint ventures. Of this, $5.8 million was u
Quarter development.
Net cash used in financing activities was $158.2 million for the year ended December 31, 2007. During 2007, we repaid $107.2 million o
extinguished in connection with the sale of Montgomery Mall, Almeda Mall and Northwest Mall. We also repaid an existing mortgage note at Colo
of normal principal amortization payments. We also paid $94.7 million in dividends to holders of our Common Shares, OP Units, and preferred sha
our Credit Facility.
Net cash used in investing activities was $108.9 million for the year ended December 31, 2006. On January 17, 2006, we purchased Tulsa f
$11.3 million upon transfer of this Property to the ORC Venture. Also, we paid $77.1 million towards our investment in real estate. Of this amount, w
at The Dayton Mall, Eastland Ohio, Northtown Mall, and Lloyd Center. We also spent $21.4 million on tenant improvements to re-tenant existing s
amounts pertain to corporate projects, capitalized wages, real estate taxes and interest. We also invested $13.3 million in our unconsolidated prope
Arizona to develop a 27,000 square foot retail development (“Surprise Venture”). During December 2006, we invested $10.3 million in our Scottsd
fund that Property’s ongoing redevelopment program. Offsetting these cash expenditures was the receipt of $24.7 million in connection with the s
of outparcels.
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Net cash provided by financing activities was $16.6 million for the year ended December 31, 2006. During 2006, we received $168.3 mill
$35.0 million mortgage on Tulsa entered into subsequent to our acquisition of that particular Mall and the $133.0 million of new mortgage debt asso
received net proceeds of $122.0 million from our Credit Facility. These proceeds were used primarily to fund our initial investments in both our
defease our University Mall mortgage debt. Offsetting these increases to cash were principal payments of $179.5 million relating to mortgage loans
Mall, Weberstown Mall, Eastland Ohio, and Great Mall. We also repaid $7.7 million of mortgage debt associated with Properties sold during 20
debt. Lastly, we paid $93.8 million in dividend distributions to holders of our Common Shares, OP Units, and preferred shares.
Financing Activity - Consolidated
Total debt increased by $107.7 million during 2008. The change in outstanding borrowings is summarized as follows (in thousands):
Mortgage
Notes
December 31, 2007 $ 1,252,210
New mortgage debt 122,250
Repayment of debt (59,374)
Debt amortization payments in 2008 (17,063)
Amortization of fair value adjustment (167)
Net borrowings, line of credit -
December 31, 2008 $ 1,297,856
During 2008, we entered into three new financing arrangements and paid off two loans. On April 23, 2008, the Company entered into
represented by a promissory note secured by a first mortgage lien and assignment of leases and rents on Colonial Park Mall. The Colonial Loan h
2011. The interest rate for the Colonial Loan was subsequently fixed at 4.72% per annum through an interest rate protection agreement. The Co
remaining principal accrued interest being due and payable at the maturity date. The proceeds of the Colonial Loan were used to reduce borrowi
loan agreement to borrow $40.0 million (the “Morgantown Loan”). The Morgantown Loan is represented by a promissory note secured by a first m
Loan has a floating interest rate of LIBOR plus 3.50% per annum and a maturity date of October 13, 2011. The interest rate for the Morgantown
protection agreement. The Morgantown Loan requires the Company to make principal and interest periodic payments with all of the remaining p
the Morgantown Loan were used to payoff the existing loan on Morgantown Mall and Morgantown Commons. On October 22, 2008, the Comp
Northtown Loan is represented by a promissory note secured by a first mortgage lien and assignment of leases and rents on Northtown Mall. The
date of October 21, 2011. The interest rate for the Northtown Loan was subsequently fixed at 6.02% per annum through an interest rate protectio
periodic payments with all outstanding principal and accrued interest being due and payable at the maturity date. The proceeds of the Northtown
2008, we repaid $8.6 million of fixed rate debt in connection with extinguishing the Knox Village Square mortgage. During the year, we borrowed
proportionate share of the loan on Puente within the ORC Venture. The loan amount was reduced from $90.0 million to $45.0 million because th
increased our preferred contributions to fund the Scottsdale Quarter development by $20.5 million, and the remaining amounts were primarily used
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Table of Contents
At December 31, 2008, our mortgage notes payable were collateralized with first mortgage liens on 20 Properties having a net book valu
assets having a net book value of $149.7 million at that date. Certain of our loans are subject to guarantees and financial covenants.
Financing Activity – Unconsolidated Real Estate Entities
Total debt related to our unconsolidated real estate entities increased by $25.1 million during 2008. The change in outstanding borrowing
December 31, 2007

New mortgage debt
Repayment of debt
Debt amortization payments in 2008
Amortization of fair value adjustment
December 31, 2008
On November 5, 2007, the Surprise Venture closed on a $7.2 million construction loan (“Surprise Loan”). The Surprise Loan bears inte
month extension available. As of December 31, 2008, $4.6 million (of which $2.3 million represents GRT’s 50% share) was drawn under the construc
On November 30, 2007, a $220 million construction loan (“Scottsdale Loan”) was closed to fund the Scottsdale Quarter development. The
12 month extensions available subject to satisfaction of certain conditions by the borrower. As of December 31, 2008, $63.8 million (of which $31.9
also entered into an interest rate protection agreement that effectively fixes 70% of the outstanding loan amount at an interest rate of 5.44% per an
to correspond to the amount of the construction loan over its term.
On June 3, 2008, the ORC Venture entered into a loan agreement to borrow $90.0 million (the “Puente Loan”). The Puente Loan is evi
Puente’s lease and rents. The Puente Loan has a floating interest rate of LIBOR plus 2.35% per annum and a maturity date of June 1, 2010 with
borrower. An interest rate protection agreement was executed that effectively fixed the rate on 50% of the outstanding loan amount at 5.61% per an
with all outstanding principal and accrued interest being due and payable at the maturity date. The proceeds of the Puente Loan were used to
syndicate the loan within 60 days of closing and to require changes in the terms and conditions of the loan, including changes in interest rat
outstanding amount under the loan and syndicate the balance. The ORC Venture was not satisfied with the terms of the syndication, and accordin
At December 31, 2008, the mortgage notes payable associated with ORC Properties were collateralized with first mortgage liens on two Pro
notes payable were collateralized with first mortgage liens on two Properties having a net book value of $126.0 million.
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Table of Contents
Contractual Obligations and Commitments
The following table shows the Company’s contractual obligations and commitments as of December 31, 2008 related to our consolidate
unconsolidated real estate entities (in thousands):
Consolidated Obligations and Commitments: Total 2009

Long-term debt (includes interest payments) $ 2,011,734 $ 205,9
Distribution obligations 19,174 19,1
OP Unit redemptions 9,317 9,3
Lease obligations 6,389 1,1
Tenant allowances 8,990 8,9
Purchase obligations 13,306 13,3
Total consolidated obligations and commitments $ 2,068,910 $ 257,8
Pro-rata Share of Joint Venture Obligations: Total 2009

Ground lease obligation $ 138,284 $ 2,6
Long-term debt (includes interest payments) 168,289 26,4
Tenant allowances 3,754 3,7
Purchase obligations 19,397 19,3
Total pro-rata share of joint venture obligations $ 329,724 $ 52,2
Consolidated Obligations and Commitments
Long-term debt obligations are shown including both scheduled interest and principal payments. The nature of the obligations is disclos
At December 31, 2008, we had the following obligations relating to dividend distributions. In the fourth quarter of 2008, the Company d
quarter of 2009. The Series F Cumulative Preferred Shares of Beneficial Interest (“Series F Preferred Shares”) and the Series G Cumulative Preferred
and therefore, the dividends on those shares may be paid in perpetuity. However, because the Series F Preferred Shares became redeemable at
Shares are included in the contractual obligations through December 31, 2008. Also, as the Series G Preferred Shares are redeemable at our optio
Shares are also included in the contractual obligations through that date. The total dividend obligation for the Series F Preferred Shares and Series
At December 31, 2008, there were approximately 3.0 million OP Units outstanding. These OP Units are redeemable, at the option of the ho
Unit shall be, at the option of GPLP, payable in the following form and amount: (a) cash at a price equal to the fair market value of one Common Sh
Unit. The fair market value of the OP Units outstanding at December 31, 2008 is $9.3 million based upon a per unit value of $3.12 at December 31, 2
December 30, 2008).
Lease obligations include both our capital and operating lease obligations. Capital lease obligations are for security equipment and gene
the consolidated balance sheet. Operating lease obligations are for office space, ground leases, phone systems, office equipment, computer equip
was $6.4 million.
At December 31, 2008, we had executed leases committing to $9.0 million in tenant allowances. The leases will generate gross rents of app
construction contract commitments.
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Commercial Commitments
The Credit Facility terms are discussed in Note 6 to the consolidated financial statements.
Pro-rata share of joint venture obligations
The long-term debt obligation is our pro-rata share of the scheduled payments of interest and principal related to our loans at Puente and
of principal and interest related to the loan at our Surprise Venture project. The tenant allowances relate to both the ORC Venture and the Scot
Tulsa Properties. Our pro-rata share of purchase obligations primarily relate to construction commitments for our redevelopment/development wor
In the second quarter of 2006, the Company announced the Scottsdale Venture, a joint venture between GPLP and WC Kierland Cross
Scottsdale Quarter through a limited liability company (“LLC Co.”) of which GPLP is the managing member. LLC Co. will coordinate and manage
contributions of approximately $35.3 million to LLC Co. and holds a 50% common interest in LLC Co. on a $10.8 million of our investment and has a
Scottsdale Quarter development, LLC Co. will own and operate (on land subject to a ground lease, the landlord of which is an affiliate of Wolff Com
the Scottsdale Venture, the Company and LLC Co. have the following commitments:
o Letters of Credit: GPLP has provided for LLC Co. a letter of credit in the amount of $20.0 million to serve as security under the grou
for LLC Co. until substantial completion of the construction of Scottsdale Quarter occurs. GPLP has also provided a letter of credit fo
owner controlled insurance program that is in place during construction. In addition, letters of credit totaling $2.6 million have been p
their spaces.
o Ground Lease Payment: LLC Co. shall make rent payments under a ground lease executed as part of the Scottsdale Venture. The
lease term and shall be periodically increased 1.5% to 2% during the lease term until the fortieth year of the lease term and marked t
security deposit consisting of a portfolio of U.S. government securities valued at approximately $19 million (the “Deposit”) which
months of the ground lease’s initial term. After the first forty-seven months of the ground lease’s initial term, any remaining portion o
o Property Purchase: LLC Co. will purchase certain retail units consisting of approximately 70,000 square feet in a condominium to b
premises at a price of $181 per square foot.
o Loan Guaranty: GPLP has provided a Limited Payment and Performance Guaranty under which it provides a limited guarantee of LL
50% of the outstanding loan amount, based upon the achievement of certain financial performance ratios under the Scottsdale Quarte
Capital Expenditures
We plan our capital expenditures by considering various factors such as: return on investment, our five-year capital plan for major facil
based upon the economics of the lease terms and cash available for making such expenditures. We categorize our capital expenditures into two b
expenditures relate to incremental revenues associated with new developments, creation of new GLA at our existing Properties, and renovation of
maintaining the current income stream and are generally expenditures made to maintain the Properties and to replace tenants for spaces that have
and classified as “developments in progress” on the consolidated balance sheet until such time as the project is completed. At the time the proje
and are depreciated on a straight-line basis over the estimated useful life of the asset. Our new development spending primarily relates to our shar
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Our redevelopment expenditures relate primarily to the following projects: our new lifestyle component at Polaris; the addition of a new L.A
in Blaine, Minnesota; as well as anchor store redevelopments at The Mall at Johnson City in Johnson City, Tennessee, Ashland Town Center in A
The table below provides the amount we spent on our capital expenditures (amounts in thousands) at December 31, 2008.
Capital Exp
Consolidated
Properties
Development Capital Expenditures:
New developments $ 66
Redevelopment projects $ 67,90
Renovation with no incremental GLA $ 21
Property Capital Expenditures:

Tenant improvements and tenant allowances:
Anchor replacement $ 2,57
Non-anchor replacement 10,49
Operational capital expenditures 3,81
Total Property Capital Expenditures $ 16,88
Off-Balance Sheet Arrangements
We have an ownership interest in the Scottsdale Venture, which is a joint venture to construct and manage Scottsdale Quarter. A more d
in the joint venture, is available under the heading “Pro rata share of joint venture obligations” in this Management’s Discussion and Analysis of F
Statements included herein. The Scottsdale Venture was determined to be a variable interest entity in accordance with Financial Accounting Sta
primary beneficiary. This investment is accounted for using the equity method of accounting and is included in “Investment in and advances to un
GPLP, an affiliate of GRT, has provided certain guarantees for the Scottsdale Venture relating to repayment obligations under the constru
the achievement of certain financial performance ratios under the Scottsdale Venture construction loan agreement. As of December 31, 2008 the S
financial performance ratios in the guarantee agreement, GPLP’s guarantee is 50%, or $31.931 million, at December 31, 2008. GPLP also has a per
cannot be quantified and therefore is not included in the amounts listed above. The pro rata share of the mortgage debt on the Scottsdale Quarter
GPLP, an affiliate of GRT, has provided a letter of credit in the amount of $20.0 million to serve as security under the ground lease f
construction is substantially complete. GPLP has also provided a letter of credit in the amount of $1.026 million as collateral for fees and claims ar
period. The funds for this letter of credit originated from the Credit Facility. Additionally, letters of credit totaling $2.6 million have been provide
due upon completion of their spaces. We do not believe that the letters of credit or guarantee will result in any liability to GRT or its affiliates.
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Information regarding GPLP’s maximum exposure to loss at December 31, 2008 for the aforementioned guarantee and letters of credit is set
Expansion, Renovation and Development Activity
We continue to be active in expansion, renovation and development activities. Our business strategy is to enhance the quality of the C
shareholder value.
Expansions and Renovations
We maintain a strategy of selective expansions and renovations in order to improve the operating performance and the competitive posit
objective of attracting innovative retailers, which we believe will enhance the operating performance of the Properties. We anticipate funding our e
funds available under our Credit Facility, construction financing, long-term mortgage debt, and proceeds from the sale of assets.
Malls
The redevelopment project at Polaris centers around redevelopment of a former Kauffman’s department store site, which we purchased fr
$52 million addition of 160,000 square feet of open-air retail space at Polaris. In 2008, several of the new retail stores opened in this project, inclu
The Pub, and Schakolad Chocolate. Stores with scheduled openings in 2009 include Benihanna, Dave & Busters, Forever 21 and Sweet & Sassy
placing mortgage debt on the Polaris expansion in the coming months.
We are in the process of redeveloping The Mall at Johnson City in Johnson City, Tennessee. A new Dick’s Sporting Goods store opene
square feet in September 2008. We are also converting a former Goody’s anchor store to in-line stores, including retailers such as Forever 21 and V
At Ashland Town Center, JCPenney moved into their new prototype on the former Wal-Mart parcel. The new store opening was a hu
Cheddar’s restaurant opened during the second quarter of 2008.
At Northtown Mall, a new Herberger’s department store opened in September 2008. The addition of Herberger’s, a fashion anchor, in
opened in July 2008 as a junior anchor store.
Developments
One of our objectives is to enhance portfolio quality by developing new retail properties. Our management team has developed over 100 r
process including site selection, zoning, design, pre-development leasing, construction financing, and construction management.
Our Scottsdale Quarter development will be an approximately 620,000 square feet complex of gross leasable space consisting of approxima
office space constructed above the retail units. The Scottsdale Venture plans to invest approximately $250 million in this project. The stabilized re
lease the office portion of the complex. Our Scottsdale Quarter development will be adjacent to a hotel and residential complex that will be deve
venture partner in this development. Once completed, we anticipate that the Scottsdale Quarter development will be a dynamic, outdoor urban e
grand central park space, and a variety of upscale shopping, dining and entertainment options. The Scottsdale Quarter development will be fu
activities. We are pleased with the tenant mix and overall leasing progress made on Scottsdale Quarter. Between signed leases and letters of inten
the office space.
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The Scottsdale Venture entered into a long-term ground lease for property on which the project will be constructed. We own a 50% com
project under a separate management agreement.
Our Surprise Venture has nearly completed the construction of 25,000 square feet of new retail space in Surprise, Arizona (northwest of Ph
We also continue to work on a pipeline of future development opportunities beyond the Scottsdale Quarter development and the Surpris
development, we believe it is critical to maintain opportunities without obligating the Company.
Portfolio Data
The table below reflects Mall sales per square foot (“Sales PSF”) for those tenants (in stores less than 10,000 square feet) reporting sales f
malls and includes our joint venture malls. The percentage change is based on those tenants reporting sales (“Same Store”) for the twenty-four mo
Average
Sales PSF
Anchors $152
Stores (1) $348
Total $245
(1) Sales PSF for Mall Stores exclude outparcel and licensing agreement sales.
Average mall store sales for the 12 months ended December 31, 2008 were $348 per square foot, a 3% decrease from the $360 per square
which include only those stores open for the twelve months ended December 31, 2008 and the same period of 2007, decreased approximately 4%.
factors during the 2008 holiday season.
Portfolio occupancy statistics by property type are summarized below:
12/31/08 9/30/08
Core Malls (2):
Mall Anchors 94.0% 98.6%
Mall Stores 94.4% 93.1%
Total Consolidated Mall Portfolio 94.1% 96.6%
Mall Portfolio – including Joint Ventures (3):

Mall Anchors 93.8% 98.2%
Mall Stores 93.8% 92.6%
Total Mall Portfolio 93.8% 96.2%
Wholly-owned Community Centers:

Community Center Anchors 89.1% 88.3%
Community Center Stores 88.5% 88.9%
Total Community Center Portfolio 89.0% 88.5%
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(1) Occupied space is defined as any space where a tenant is occupying the space or paying rent at the date indicated, excluding all tenant
(2) Excludes the Company’s held-for-sale malls and joint ventures.
(3) Excludes the Company’s held-for-sale malls.
Core Mall store occupancy increased to 94.4% at December 31, 2008 from 94.2% at December 31, 2007. Core Mall anchor store occupancy
in our anchor occupancy primarily relates to the bankruptcies and subsequent store closures of Steve & Barry’s, Circuit City, and Linen & Things.
Information Technology
During 2008, we implemented Paycor as our new payroll service provider. This new platform will create efficiencies in time and attend
document imaging solution in our accounts payable department. The system has created efficiencies with the processing of accounts payable do
system will diminish our need for the storage of documents as well as increase the timeliness of their retrieval. These key technology initiatives hav
Accounting Pronouncements
In late 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 141R, a revision of SFAS No. 141, “Accounting for B
the treatment of pre-acquisition costs. This standard is effective for fiscal years beginning after December 5, 2008 (and thus acquisitions after
Company’s financial position and results of operations.
In late 2007, the FASB issued SFAS No. 160, “Reporting for Minority Interests.” Currently, minority interest is not part of shareho
equity. This change may affect key financial ratios, such as debt to equity ratios. This standard is effective no later than for fiscal years beginnin
160 in 2009, the non controlling interests in the Operating Partnership will no longer need to be carried at zero balances in the Company’s balance s
affected by their proportionate ownership percentage of the Operating Partnership.
In February 2008, FASB issued Staff Position No. SFAS 157-2 which provides for a one-year deferral of the effective date of SFAS No. 157
disclosed at fair value in the financial statements on a nonrecurring basis, except those that are recognized or disclosed at fair value in the financi
as it relates to the Company’s financial position and results of operations.
In March 2008, the FASB issued SFAS No. 161 “Disclosures about Derivative Instruments and Hedging Activities - an amendment of
information about how derivative and hedging activities affect an entity’s financial position, financial performance, and cash flows. The Statement
No. 161 is effective for financial statements issued for fiscal years beginning after November 15, 2008. The Company is currently evaluating the
results of operations or financial position as the Statement only provides for new disclosure requirements.
In October 2008, FASB issued Staff Position No. SFAS 157-3, which clarifies the application of FASB SFAS No. 157 Fair Value Measurem
financial asset when the market for that financial asset is not active. The Company is evaluating the impact of this standard as it relates to the Com
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Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Our primary market risk exposure is interest rate risk. We use interest rate protection agreements to manage interest rate risks associated
after giving effect to interest rate protection agreements, bore interest at fixed rates with a weighted-average maturity of 4.1 years and a weighted-
our debt, after giving effect to interest rate protection agreements, bore interest at fixed rates with a weighted-average maturity of 4.9 years, an
December 31, 2008 and December 31, 2007, bears interest at variable rates with weighted-average interest rates of approximately 1.6% and 5.7%, res
At December 31, 2008 and December 31, 2007, the fair value of our debt (excluding our Credit Facility) was $1,302.0 million and $1,247.0 mil
respectively. Our combined future earnings, cash flows and fair values relating to financial instruments are dependent upon prevalent market rate
December 31, 2008 and 2007, a 100 basis point increase in the market rates of interest would decrease both future earnings and cash flows by $2.2
approximately $43.6 million and $46.4 million, at December 31, 2008 and December 31, 2007, respectively. A 100 basis point decrease in the mark
million, for the year ended December 31, 2008 and 2007, respectively, and increase the fair value of our debt by approximately $45.9 million and $49.
certain interest rate protection agreements which impact this analysis at certain LIBOR rate levels (see Note 8 to the consolidated financial statemen
Item 8. Financial Statements and Supplementary Data
The consolidated financial statements and financial statement schedules of GRT and the Report of the Independent Registered Public
Item 15.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluate
defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period c
provide reasonable assurance that information is recorded, processed, summarized and reported accurately and on a timely basis in the Company’s
required to disclose in our Exchange Act reports is accumulated, communicated to management, and disclosed in a timely manner. Based on s
concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective to provide reasonable assurance. No
can provide only reasonable, not absolute, assurance that it will detect or uncover failures within the Company to disclose material information oth
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable a
statements for external purposes in accordance with generally accepted accounting principles.
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As of December 31, 2008, management assessed the effectiveness of the Company's internal control over financial reporting based on
Control - Integrated Framework", issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on this assessment, management has concluded that as of December 31, 2008, the Company’s internal control over financial repor
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of
become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our independent registered public accounting firm, BDO Seidman, LLP, assessed the effectiveness of the Company’s internal control ove
management’s assessment, which is set forth below.
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Report of Independent Registered Public Accounting Fir

on Internal Control Over Financial Reporting
Board of Trustees and Shareholders

Glimcher Realty Trust
Columbus, Ohio
We have audited Glimcher Realty Trust’s internal control over financial reporting as of December 31, 2008, based on criteria establish
Organizations of the Treadway Commission (the COSO criteria). Glimcher Realty Trust’s management is responsible for maintaining effective inte
control over financial reporting, included in the accompanying “Item 9A, Management’s Annual Report on Internal Control Over Financial Repo
financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of
and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included perform
that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability
accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and proc
and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorde
accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of ma
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the fina
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections o
become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Glimcher Realty Trust maintained, in all material respects, effective internal control over financial reporting as of Decemb
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the conso
related consolidated statements of operations and comprehensive income, shareholders’ equity, and cash flows for each of the three years in th
unqualified opinion on those consolidated financial statements.
/s/ BDO Seidman, LLP

Chicago, Illinois
February 20, 2009
Changes in Internal Control Over Financial Reporting
There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f)
materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Item 9B. Other Information
None.
PART III
Item 10. Trustees, Executive Officers and Corporate Governance
Information regarding trustees, board committee members, corporate governance and the executive officers of the Registrant is incorpora
120 days after the end of the year covered by this Form 10-K with respect to the Annual Meeting.
Item 11. Executive Compensation
Information regarding executive compensation of the Company’s executive officers is incorporated herein by reference to the Registrant’s
covered by this Form 10-K with respect to the Annual Meeting.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
Information regarding the Company’s equity compensation plans in effect as of December 31, 2008 is as follows:
Equity Compensation Plan Information
Number of securities to be issued upon exercise of Weighted average exe

Plan Category outstanding options, warrants and right options, warr
(a)
Equity compensation plans approved by
shareholders 1,425,843 $
Equity compensation plans not approved by

shareholders N/A N
Additional information regarding security ownership of certain beneficial owners and management of the Registrant is incorporated herei
after the end of the year covered by this Form 10-K with respect to the Annual Meeting.
Item 13. Certain Relationships and Related Transactions, and Trustee Independence
Information regarding certain relationships, related transactions and trustee independence of the Company is incorporated herein by refe
end of the year covered by this Form 10-K with respect to the Annual Meeting.
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Item 14. Principal Accountant Fees and Services
Information regarding principal accountant fees and services of the Company is incorporated herein by reference to GRT’s definitive pro
this Form 10-K with respect to the Annual Meeting.
PART IV
Item 15. Exhibits and Financial Statements
(1) Financial Statements P

- Report of Independent Registered Public Accounting Firm
- Glimcher Realty Trust Consolidated Balance Sheets as of
December 31, 2008 and 2007
- Glimcher Realty Trust Consolidated Statements of Operations and
Comprehensive Income (Loss) for the years ended December 31, 2008,
2007 and 2006
- Glimcher Realty Trust Consolidated Statements of Shareholders’
Equity for the years ended December 31, 2008, 2007 and 2006
- Glimcher Realty Trust Consolidated Statements of Cash Flows
for the years ended December 31, 2008, 2007 and 2006
- Notes to Consolidated Financial Statements
(2) Financial Statement Schedules

- Schedule III - Real Estate and Accumulated Depreciation
- Notes to Schedule III
(3) Exhibits
3.1 Amended and Restated Declaration of Trust of Glimcher Realty Trust. (1)
3.2 Amended and Restated Bylaws. (5)
3.3 Amendment to the Company's Amended and Restated Declaration of Trust. (2)
3.4 Articles Supplementary classifying 2,800,000 Shares of Beneficial Interest as 8.75% Series F Cumulative Redeemable Preferred Sha
3.5 Articles Supplementary Classifying 6,900,000 Shares of Beneficial Interest as 8.125% Series G Cumulative Redeemable Preferred Sh
4.1 Specimen Certificate for Common Shares of Beneficial Interest. (1)
4.2 Specimen Certificate for evidencing 8.75% Series F Cumulative Redeemable Preferred Shares of Beneficial Interest. (15)
4.3 Specimen Certificate for evidencing 8.125% Series G Cumulative Redeemable Preferred Shares of Beneficial Interest. (16)
4.4 Rights Agreement, dated as of March 9, 1999, between Glimcher Realty Trust and the Harris Trust and Savings Bank (n/k/a Compu
4.5 Form of Senior Debt Indenture. (38)
4.6 Form of Junior Debt Indenture. (38)
10.01 Limited Partnership Agreement of Glimcher Properties Limited Partnership, dated as of November 30, 1993. (36)
10.02 Amendment to Limited Partnership Agreement of Glimcher Properties Limited Partnership, dated as of November 30, 1993. (36)
10.03 Amendment No. 1 to Limited Partnership Agreement of Glimcher Properties Limited Partnership, dated as of November 1, 1994. (36
10.06 Amendment No. 4 to Limited Partnership Agreement of Glimcher Properties Limited Partnership, dated as of December 4, 1997. (36)
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10.07 Amendment No. 5 to Limited Partnership Agreement of Glimcher Properties Limited Partnership, dated as of March 9, 1998. (36)
10.08 Amendment No. 6 to Limited Partnership Agreement of Glimcher Properties Limited Partnership, dated as of April 24, 2000. (36)
10.09 Amendment No. 7 to Limited Partnership Agreement of Glimcher Properties Limited Partnership dated August 7, 2003. (36)
10.10 Amendment No. 8 to Limited Partnership Agreement of Glimcher Properties Limited Partnership, dated as of January 22, 2004. (36)
10.11 Amendment No. 9 to Limited Partnership Agreement of Glimcher Properties Limited Partnership, dated as of May 8, 2008. (36)
10.12 Consulting Agreement, dated February 22, 2007, between Glimcher Realty Trust and Philip G. Barach. (26)
10.13 Employment & Consulting Agreement, dated January 20, 2005, between Herbert Glimcher, Glimcher Realty Trust and Glimcher Prop
10.14 Amendment No. 1 to the Employment and Consulting Agreement, dated as of July 25, 2007, by and between Glimcher Realty Trust
10.15 2007 Long Term Incentive Plan for Senior Executives. (33)
10.16 Glimcher Realty Trust 1997 Incentive Plan. (3)
10.17 Glimcher Realty Trust Amended and Restated 2004 Incentive Compensation Plan. (17)
10.18 Severance Benefits Agreement, dated February 22, 2007, between Glimcher Realty Trust, Glimcher Properties Limited Partnership a
10.19 Severance Benefits Agreement, dated June 11, 1997, by and among Glimcher Realty Trust, Glimcher Properties Limited Partnership
10.20 Severance Benefits Agreement dated June 11, 1997, by and among Glimcher Realty Trust, Glimcher Properties Limited Partnership a
10.24 Severance Benefits Agreement, dated May 16, 2005, by and among Glimcher Realty Trust, Glimcher Properties Limited Partnership
10.25 Severance Benefits Agreement, dated August 30, 2004, by and among Glimcher Realty Trust, Glimcher Properties Limited Partnersh
10.26 First Amendment to the Severance Benefits Agreement, dated September 8, 2006, by and among Glimcher Realty Trust, Glimcher P
10.27 Offer Letter of Employment to Marshall A. Loeb, dated April 26, 2005. (23)
10.28 Loan Agreement, dated as of April 23, 2008, among Catalina Partners, L.P. and U.S. Bank National Association, as administrative a
10.29 Open-End Fee Mortgage, Leasehold Mortgage Assignment of Rents and Security Agreement and Fixture Filing, dated as of April
(issued in connection with $42.25 million dollar loan to Catalina Partners, L.P. from U.S. Bank National Association). (36)
10.30 Unconditional Guaranty of Payment and Performance, dated as of April 22, 2008, by Catalina Partners L.P. for the benefit of U.S.
Partners, L.P. from U.S. Bank National Association). (36)
10.31 Note, dated April 23, 2008, issued by Catalina Partners, L.P. in the amount of five million dollars ($5,000,000) (issued in conn
Association). (36)
10.32 Note, dated April 23, 2008, issued by Catalina Partners, L.P. in the amount of ten million dollars ($10,000,000) (issued in conn
Association). (36)
10.33 Note, dated April 23, 2008, issued by Catalina Partners, L.P. in the amount of twenty-seven million two hundred and fifty thous
Partners, L.P. from U.S. Bank National Association). (36)
10.34 Loan Agreement, dated as of June 3, 2008, by and between Puente Hills Mall, LLC and Eurohypo AG, New York Branch as adminis
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10.35 Assignment of Leases and Rents, dated as of June 3, 2008, from Puente Hills Mall, LLC to Eurohypo AG, New York Branch, as a
LLC from Eurohypo AG, New York Branch). (36)
10.36 Fee and Leasehold Deed of Trust, Assignment of Leases and Rents Security Agreement and Fixture Filing, dated as of June 3, 20
the benefit of Eurohypo AG, New York Branch, as administrative agent and beneficiary (issued in connection with $90 million dolla
10.37 Limited Guaranty, dated as of June 3, 2008, by Glimcher Properties Limited Partnership in favor of Eurohypo AG, New York Branch
AG, New York Branch). (36)
10.38 Promissory Note, dated as of June 3, 2008, issued by Puente Hills Mall, LLC in the amount of ninety million dollars ($90,000,000)
AG, New York Branch). (36)
10.39 Agreement of Sale and Purchase, dated April 25, 2007, by and between Glimcher University Mall, L.P. and Somera Capital Manage
10.40 Membership Interest Purchase and Sale Agreement, dated as of July 19, 2007, by and between Thor Urban Operating Fund, L.P. an
10.41 Amendment to Membership Interest Purchase and Sale Agreement, dated as of August 6, 2007, between Thor Urban Operating Fu
10.42 Assignment and Assumption of Membership Interests, dated as of October 9, 2007, between Thor Urban Operating Fund, L.P. and
10.43 Guaranty of Insurance Deductible, dated as of October 9, 2007, by Thor MS, LLC, Thor Merritt Square, LLC, Glimcher Properties L
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2006-IQ11. (32)
10.44 Consent Agreement, dated as of October 9, 2007, by and among LaSalle Bank National Associations, as trustee for Morgan Stanl
MS, LLC, Thor Merritt Square, LLC, Glimcher MS, LLC, Glimcher Merritt Square, LLC, Thor Urban Operating Fund, L.P., and Glimch
10.45 Substitution of Guarantor, dated as of October 9, 2007, by Glimcher Properties Limited Partnership, Thor Urban Operating Fund, L
Commercial Mortgage Pass-Through Certificates, Series 2006-IQ11. (32)
10.46 Defeasance Pledge And Security Agreement, dated as of December 22, 2006, by and among Glimcher University Mall Limited Pa
Nomura Asset Securities Corporation, Commercial Mortgage Pass-Through Certificates, Series 1998-D6, and Wells Fargo Bank, N.A
10.47 Defeasance, Assignment, Assumption and Release Agreement, dated as of December 22, 2006, by and among Glimcher Unive
Association (f/k/a LaSalle National Bank), as Trustee For Nomura Asset Securities Corporation, Commercial Mortgage Pass-Throug
10.48 Completion and Payment Guaranty, dated as of November 30, 2007, by Glimcher Properties Limited Partnership in favor of KeyBan
10.49 Leasehold Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing, dated as of November 30, 2007, by Kier
construction financing). (35)
10.50 Limited Payment and Performance Guaranty, dated as of November 30, 2007, by Glimcher Properties Limited Partnership to a
financing). (35)
10.51 Construction, Acquisition and Interim Loan Agreement, dated as of November 30, 2007, by and among Kierland Crossing, LLC
Association, as administrative agent (relates to Scottsdale construction financing). (35)
10.52 Assignment of Leases and Rents, dated as of November 30, 2007, by Kierland Crossing, LLC in favor of KeyBank National Assoc
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10.53 Collateral Assignment of Construction Documents, Contracts, Licenses and Permits, dated as of November 30, 2007, between
construction financing). (35)
10.54 Collateral Assignment of Joint Development Agreement and Purchase Agreement and Escrow Instructions, dated as of Novem
Administrative Agent (relates to Scottsdale construction financing). (35)
10.55 Non-Recourse Exception Guaranty, dated as of November 30, 2007, by Glimcher Properties Limited Partnership in favor of KeyBan
10.56 Form of Promissory Notes for Scottsdale Construction Loan with respect to KeyBank National Association, Eurohypo AG, New Y
Bank, and PNC Bank, National Association, as lenders. (35)
10.57 Loan Agreement, dated as of May 25, 2006, by and between WTM Glimcher, LLC and Morgan Stanley Credit Corporation (relates
10.58 Promissory Note A1, dated May 25, 2006, issued by WTM Glimcher, LLC in the principal amount of thirty million dollars ($30,000,0
10.59 Promissory Note A2, dated May 25, 2006, issued by WTM Glimcher, LLC in the principal amount of thirty million dollars ($30,000,0
10.60 Deed of Trust and Security Agreement, dated May 25, 2006, by and among WTM Glimcher, LLC, Chicago Title Insurance Compan
10.61 Assignment of Leases and Rents, dated as of May 25, 2006, by and between WTM Glimcher, LLC and Morgan Stanley Credit Cor
10.62 Guaranty of Recourse Obligations, dated as of May 25, 2006, by Glimcher Properties Limited Partnership in favor of Morgan Stanle
10.63 Mortgage, Assignment of Leases and Rents, Security Agreement, and Fixture Filing, dated as of October 15, 2001, by Glimcher Ash
10.64 Promissory Note, dated as of October 15, 2001, issued by Glimcher Ashland Venture, LLC in the amount of twenty seven million do
10.65 Amended and Restated Promissory Note 1, dated as of June 30, 2003, issued by LC Portland, LLC in the amount of seventy million
10.66 Amended and Restated Promissory Note 2, dated June 30, 2003, issued by LC Portland, LLC in the amount of seventy million dollar
10.67 Operating Agreement for OG Retail Holding Co., LLC, dated as of December 29, 2005 (pertains to joint venture between Glimcher P
10.68 First Amendment to Limited Liability Agreement of OG Retail Holding Co., LLC, dated August 22, 2008. (37)
10.69 Promissory Note A1, dated as of August 27, 2003, issued by Glimcher WestShore, LLC in the amount of sixty six million dollars ($6
10.70 Promissory Note A2, dated as of August 27, 2003, issued by Glimcher WestShore, LLC in the amount of thirty four million dollars ($
10.71 Mortgage, Assignment of Leases and Rents and Security Agreement, dated as of August 27, 2003, by Glimcher WestShore, LLC t
10.72 Guaranty of Recourse Obligations by Glimcher Properties Limited Partnership to Morgan Stanley Mortgage Capital, Inc., dated as o
10.73 Note, dated as of August 11, 1998, issued by Eastland Mall Limited Partnership to The Capital Company of America LLC in the
dollars ($46,673,225) (relating to Eastland North Carolina). (9)
10.74 Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of August 11, 1998, by Eastlan
Company of America LLC (relating to Eastland North Carolina). (9)
10.75 Membership Interest Purchase Agreement, dated as of June 20, 2003, between HIG Mall, LLC and Glimcher Properties Limited Partn
10.76 Amended and Restated Credit Agreement, dated December 14, 2006, by and among Glimcher Properties Limited Partnership
institutions. (34)
10.77 Guaranty, dated December 14, 2006, by Glimcher Realty Trust and Glimcher Properties Corporation to and for the benefit of KeyBa
under the Amended and Restated Credit Agreement. (34)
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10.78 Form of Note. (included in Exhibit 10.75)

10.79 Promissory Note A1, dated October 17, 2003, between MFC Beavercreek, LLC and KeyBank National Association in the amoun
Beavercreek, Ohio. (13)
10.80 Promissory Note A2, dated October 17, 2003, between MFC Beavercreek, LLC and KeyBank National Association in the amount
Fairfield Commons in Beavercreek, Ohio. (13)
10.81 Open End Mortgage, Assignment of Leases and Rents, Security Agreement, and Fixture Filing, dated October 17, 2003, between M
Commons in Beavercreek, Ohio. (13)
10.82 Key Principal's Guaranty Agreement, dated October 17, 2003, between Glimcher Properties Limited Partnership and KeyBank Na
Ohio. (13)
10.83 Open End Mortgage, Assignment of Rents and Security Agreement, dated November 20, 2006, by EM Columbus II, LLC to Lehman
10.84 Assignment of Leases and Rents, dated as of November 20, 2006, by EM Columbus II, LLC to Lehman Brothers Bank, FSB (relating
10.85 Loan Agreement, dated November 20, 2006, by and between EM Columbus II, LLC, and Lehman Brothers Bank, FSB (relating to Ea
10.86 Guaranty, dated November 20, 2006, by and between Glimcher Properties Limited Partnership to and for the benefit of Lehman Brot
10.87 Promissory Note, dated November 20, 2006, by EM Columbus II, LLC in favor of Lehman Brothers Bank, FSB in the principal amoun
10.88 Promissory Note, dated May 17, 2000, from Polaris Center, LLC to First Union National Bank, in the amount of $43,000,000, relating
10.89 Open-End Mortgage and Security Agreement, dated May 17, 2000, between Polaris Center, LLC and First Union National Bank, rel
10.90 Amended and Restated Promissory Note A, dated May 22, 2003, between UBS Warburg Real Estate Investments Inc. and PFP Col
10.91 Amended and Restated Promissory Note B, dated May 22, 2003, between UBS Warburg Real Estate Investments Inc. and PFP Colu
10.92 Mortgage, Assignment of Leases and Rents and Security Agreement, dated April 1, 2003, from PFP Columbus, LLC to UBS Warbu
10.93 Loan Agreement, dated as of April 1, 2003, between PFP Columbus, LLC, as borrower, and UBS Warburg Real Estate Investments I
10.94 Loan Agreement, dated as of June 9, 2004, between N.J. METROMALL Urban Renewal, Inc., JG Elizabeth, LLC and Morgan Stanle
10.95 Promissory Note A1, dated June 9, 2004, between N.J. METROMALL Urban Renewal, Inc., JG Elizabeth, LLC and Morgan Stan
Elizabeth, New Jersey. (22)
10.96 Promissory Note A2, dated June 9, 2004, between N.J. METROMALL Urban Renewal, Inc., JG Elizabeth, LLC and Morgan Stan
Elizabeth, New Jersey. (22)
10.97 Fee and Leasehold Mortgage, Assignment of Leases and Rents and Security Agreement, dated June 9, 2004 among N.J. METRO
relating to Jersey Gardens Mall in Elizabeth, New Jersey. (22)
10.98 Guaranty, dated June 9, 2004, by Glimcher Properties Limited Partnership to Morgan Stanley Mortgage Capital Inc., relating to Jers
10.99 Loan Agreement, dated as of March 14, 2006, by and between Tulsa Promenade, LLC and Charter One Bank, N.A. (relating to Tuls
10.100 Promissory Note, dated March 14, 2006, issued by Tulsa Promenade, LLC to the order of Charter One Bank, N.A. in the principal am
10.101 Mortgage with Power of Sale, Security Agreement and Financing Statement, made as of March 14, 2006, by Tulsa Promenade, LLC
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10.102 Loan Agreement, dated as of October 8, 2008, between Morgantown Mall Associates Limited Partnership and First Commonwealth
10.103 Term Note, dated as of October 8, 2008, issued by Morgantown Mall Associates Limited Partnership to First Commonwealt
Morgantown, WV.
10.104 Deed of Trust and Security Agreement, effective as of October 14, 2008, by Morgantown Mall Associates Limited Partnership for t
10.105 Limited Guaranty and Suretyship Agreement, dated as of October 8, 2008, by Glimcher Properties Limited Partnership to and for the
10.106 Promissory Note, dated as of October 22, 2008, issued by Glimcher Northtown Venture, LLC and GB Northtown, to the order of
2008, between Glimcher Northtown Venture, LLC, GB Northtown, KeyBank National Association, and the other lenders named ther
10.107 Term Loan Agreement, dated as of October 22, 2008, between Glimcher Northtown Venture, LLC, GB Northtown, KeyBank Nation
10.108 Mortgage, Assignment of Rents, Security Agreement, and Fixture Filing, dated as of October 22, 2008, between Glimcher North
named in the Term Loan Agreement relating to Northtown Mall in Blaine, MN.
10.109 Limited Payment Guaranty, dated as of October 22, 2008, by Glimcher Properties Limited Partnership to and for the benefit of K
relating to Northtown Mall in Blaine, MN.
10.110 Promissory Note, dated as of October 22, 2008, issued by Glimcher Northtown Venture, LLC and GB Northtown, to the order of H
between Glimcher Northtown Venture, LLC, GB Northtown, KeyBank National Association, and the other lenders named therein).
10.111 Promissory Note, dated as of October 22, 2008, issued by Glimcher Northtown Venture, LLC and GB Northtown, to the order of U
2008, between Glimcher Northtown Venture, LLC, GB Northtown, KeyBank National Association, and the other lenders named ther
10.112 Loan Agreement, dated as of December 15, 2005, between RVM Glimcher, LLC and Lehman Brothers Bank, FSB, relating to River V
10.113 Open-End Mortgage and Security Agreement, dated as of December 15, 2005, between RVM Glimcher, LLC and Lehman Brothers B
10.114 Assignment of Leases and Rents, dated as of December 15, 2005, between RVM Glimcher, LLC and Lehman Brothers Bank, FSB, re
10.115 Guaranty of Recourse Obligations, dated as of December 15, 2005, by Glimcher Properties Limited Partnership to and for the benefi
10.116 Limited Liability Company Agreement of Kierland Crossing, LLC, dated as of May 12, 2006 (relating to joint venture between Glimc
10.117 Ground Lease, dated as of May 12, 2006, by and between Sucia Scottsdale, LLC and Kierland Crossing, LLC (relating to join
Scottsdale, AZ). (19)
10.118 First Amended and Restated Ground Lease, dated as of December 6, 2006, by and between Sucia Scottsdale, LLC and Kierland Cr
Vanguard City Home in Scottsdale, AZ). (34)
10.119 Form Restricted Stock Award Agreement for Glimcher Realty Trust’s 2004 Incentive Compensation Plan (Extended Vesting). (31)
10.120 Form Option Award Agreement for the Glimcher Realty Trust Amended and Restated 2004 Incentive Compensation Plan (Incentive
10.121 Form Option Award Agreement for the Glimcher Realty Trust Amended and Restated 2004 Incentive compensation Plan (Non-Qua
10.122 Form Restricted Stock Award Agreement for the Glimcher Realty Trust Amended and Restated 2004 Incentive Compensation Plan
10.123 Form Restricted Stock Award Agreement for Glimcher Realty Trust’s 2004 Incentive Compensation Plan (Trustee Awards). (36)
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21.1 Subsidiaries of the Registrant.

23.1 Consent of Independent Registered Public Accounting Firm.
31.1 Certification of the Company’s CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of the Company’s CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of the Company’s CEO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of the Company’s CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(1) Incorporated by reference to Glimcher Realty Trust’s Registration Statement on Form S-11, SEC File No. 33-69740.
(2) Incorporated by reference to Glimcher Realty Trust’s Annual Report on Form 10-K for the fiscal year ended December 31, 1994, filed with
(5) Incorporated by reference to Glimcher Realty Trust’s Form 8-K, filed with the Securities and Exchange Commission on December 13, 2007.
(7) Incorporated by reference to Glimcher Realty Trust’s Form 8-K, filed with the Securities and Exchange Commission on September 8, 2006.
(8) Incorporated by reference to Glimcher Realty Trust’s Form 8-K, filed with the Securities and Exchange Commission on August 29, 2003.
(10) Incorporated by reference to Glimcher Realty Trust’s Form 8-K, filed with the Securities and Exchange Commission on February 25, 2004.
(11) Incorporated by reference to Glimcher Realty Trust’s Form 8-K, filed with the Securities and Exchange Commission on August 31, 2004.
(13) Incorporated by reference to Glimcher Realty Trust’s Form 8-K, filed with the Securities and Exchange Commission on January 20, 2004.
(14) Incorporated by reference to Glimcher Realty Trust’s Form 8-K, filed with the Securities and Exchange Commission on January 24, 2005.
(15) Incorporated by reference to Glimcher Realty Trust’s Registration Statement on Form 8-A12B, SEC File No. 001-12482, filed with the Secu
(16) Incorporated by reference to Glimcher Realty Trust’s Registration Statement on Form 8-A12B, SEC File No. 001-12482, filed with the Secu
(17) Incorporated by reference to Appendix A of Glimcher Realty Trust’s Schedule 14A Proxy Statement, filed with the Securities and Exchang
(18) Incorporated by reference to Glimcher Realty Trust’s Quarterly Report on Form 10-Q for the period ended March 31, 1999, filed with the S
(19) Incorporated by reference to Glimcher Realty Trust’s Quarterly Report on Form 10-Q for the period ended June 30, 2006, filed with the Sec
(24) Incorporated by reference to Glimcher Realty Trust’s Form 8-K, filed with the Securities and Exchange Commission on May 17, 2005.
(25) Incorporated by reference to Glimcher Realty Trust’s Form 8-K, filed with the Securities and Exchange Commission on March 12, 1999.
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(31) Incorporated by reference to Glimcher Realty Trust’s Form 8-K, filed with the Securities and Exchange Commission on May 9, 2006.
(32) Incorporated by reference to Glimcher Realty Trust’s Quarterly Report on Form 10-Q for the period ended September 30, 2007, filed with th
(33) Incorporated by reference to Glimcher Realty Trust’s Registration Statement on Form S-8, SEC File No. 333-143237, filed with the Securitie
(34) Incorporated by reference to Glimcher Realty Trust’s Form 10-K, for the period ended December 31, 2006, filed with the Securities and Exc
(35) Incorporated by reference to Glimcher Realty Trust’s Form 10-K, for the period ended December 31, 2007, filed with the Securities and Exc
(37) Incorporated by reference to Glimcher Realty Trust’s Quarterly Report on Form 10-Q for the period ended September 30, 2008, filed with th
(38) Incorporated by reference to Glimcher Realty Trust’s Registration Statement on Form S-3/A, SEC File No. 333-153257, filed with the Secur
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed
/s/ Mark E. Yale
Mark E. Yale
Executive Vice President, Chief Financial Officer and Treasur
(Principal Accounting and Financial Officer)
February 23, 2009
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been executed below by the following persons on behalf of the
SIGNATURE TITLE
/s/ Michael P. Glimcher Chairman of the Board and

Michael P. Glimcher Chief Executive Officer
(Principal Executive Officer)
/s/ Mark E. Yale Executive Vice President,

Mark E. Yale Chief Financial Officer and Treasurer
/s/ Herbert Glimcher Chairman Emeritus

Herbert Glimcher of the Board of Trustees
/s/ David M. Aronowitz Member, Board of Trustees

David M. Aronowitz
/s/ Richard F. Celeste Member, Board of Trustees

Richard F. Celeste
/s/ Wayne S. Doran Member, Board of Trustees

Wayne S. Doran
/s/ Howard Gross Member, Board of Trustees

Howard Gross
/s/ Timothy J. O’Brien Member, Board of Trustees

Timothy J. O’Brien
/s/ Niles C. Overly Member, Board of Trustees

Niles C. Overly
/s/ Alan R. Weiler Member, Board of Trustees

Alan R. Weiler
/s/ William S. Williams Member, Board of Trustees

William S. Williams
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Report of the Independent Registered Public Accounting F
To the Board of Trustees and Shareholders

Columbus, Ohio
We have audited the accompanying consolidated balance sheets of Glimcher Realty Trust as of December 31, 2008 and 2007 an
shareholders' equity and cash flows for each of the three years in the period ended December 31, 2008. In connection with our audits of the conso
financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financi
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Th
about whether the financial statements and schedule are free of material misstatement. An audit includes examining, on a test basis, evidence suppo
accounting principles used and the significant estimates made by management, as well as evaluating the overall presentation of the financial statem
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of G
cash flows for each of the three years in the period ended December 31, 2008, in conformity with accounting principles generally accepted in the Un
Also, in our opinion, the financial statement schedule, when considered in relation to the basic consolidated financial statements taken a
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effec
31, 2008, based on criteria established in Internal Control−Integrated Framework issued by the Committee of Sponsoring Organizations of t
unqualified opinion thereon.

Chicago, Illinois
February 20, 2009
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CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except share and par value amount
ASSETS
Investment in real estate:

Land
Buildings, improvements and equipment
Developments in progress
Less accumulated depreciation

Property and equipment, net
Deferred costs, net
Real estate assets held-for-sale
Investment in and advances to unconsolidated real estate entities
Investment in real estate, net
Cash and cash equivalents

Non-real estate assets associated with discontinued operations
Restricted cash
Tenant accounts receivable, net
Deferred expenses, net
Prepaid and other assets
Total assets
LIABILITIES AND SHAREHOLDERS’ EQUITY
Mortgage notes payable

Mortgage notes payable associated with properties held-for-sale
Notes payable
Other liabilities associated with discontinued operations
Accounts payable and accrued expenses
Distributions payable
Total liabilities
Minority interest in operating partnership
Shareholders’ equity:
Series F Cumulative Preferred Shares of Beneficial Interest, $0.01
par value, 2,400,000 shares issued and outstanding
Series G Cumulative Preferred Shares of Beneficial Interest, $0.01
par value, 6,000,000 shares issued and outstanding
Common Shares of Beneficial Interest, $0.01 par value, 37,808,639
and 37,687,039 shares issued and outstanding as of December 31, 2008
and December 31, 2007, respectively
Additional paid-in capital
Distributions in excess of accumulated earnings
Accumulated other comprehensive loss
Total shareholders’ equity
Total liabilities and shareholders’ equity
The accompanying notes are an integral part of these consolidated finan
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CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSI
(dollars in thousands, except per share amounts)
2
Revenues:
Minimum rents $
Percentage rents
Tenant reimbursements
Other
Total revenues
Expenses:
Property operating expenses
Real estate taxes
Provision for doubtful accounts
Other operating expenses
Depreciation and amortization
General and administrative
Impairment loss
Total expenses
Operating income
Interest income
Interest expense
Equity in (loss) income of unconsolidated real estate entities, net
Income from continuing operations
Discontinued operations:
Gain on sale of properties, net
Impairment loss
(Loss) income from operations
Net income (loss)
Less: Preferred stock dividends
Net (loss) income available to common shareholders $
(Loss) Earnings Per Common Share (“EPS”):

EPS (basic):
Continuing operations $
Discontinued operations $
Net (loss) income to common shareholders $
EPS (diluted):
Continuing operations $
Discontinued operations $
Net (loss) income to common shareholders $
Weighted average common shares outstanding

Weighted average common shares and common share equivalent outstanding
Cash distributions declared per common share of beneficial interest $
Net income (loss) $

Other comprehensive loss on derivative instruments, net
Comprehensive income (loss) $
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CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQ
For the Years Ended December 31, 2008, 2007 and 2006
(dollars in thousands, except share, par value and unit amou
Series F Series G
Cumulative Cumulative Common Shares of
Preferred Preferred Beneficial Interest
Shares Shares Shares Amount
Balance, December 31, 2005 $ 60,000 $ 150,000 36,506,448 $ 365 $
Distributions declared, $1.9232 per share

Distribution Reinvestment and Share
Purchase Plan 17,855 -
Exercise of stock options 87,298 1
OP unit conversion 119,766 2
Restricted stock grant 44,998 -
Amortization of restricted stock
Preferred stock dividends
Net loss
Other comprehensive loss on derivative
instruments
Stock option expense
Transfer to minority interest in partnership
Balance, December 31, 2006 60,000 150,000 36,776,365 368

Exercise of stock options 841,032 9
OP unit conversion 8,000 -
Restricted stock grant, net of cancellations 43,500 -
Amortization of long term incentive grant
Net income
instruments
Stock option expense, net of offering costs
Transfer to minority interest in partnership
Balance, December 31, 2007 60,000 150,000 37,687,039 377

OP unit conversion 1,589 -
Restricted stock grant 90,333 1
Reversal of long term incentive grant
Net income
instruments
Stock option expense, net of offering costs
Balance, December 31, 2008 $ 60,000 $ 150,000 37,808,639 $ 378 $

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CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
Net income (loss) $

Adjustments to reconcile net income (loss) to net cash provided
by operating activities:
Provision for doubtful accounts
Amortization of financing costs
Equity in loss (income) of unconsolidated entities, net
Capitalized development costs charged to expense
Impairment losses
Gain on sales of properties from discontinued operations
Gain on sales of outparcels
Stock option related expense
Net changes in operating assets and liabilities:
Tenant accounts receivable, net
Prepaid and other assets
Accounts payable and accrued expenses
Net cash provided by operating activities
Cash flows from investing activities:

Additions to investment in real estate
Acquisitions of property
Cash distributions from joint venture
Investment in joint ventures
Proceeds from sales of assets
Proceeds from sales of properties
Proceeds from sales of outparcels
Withdrawals from restricted cash
Additions to deferred expenses and other
Net cash (used in) provided by investing activities
Cash flows from financing activities:

Proceeds from revolving line of credit, net
Additions to deferred financing costs
Proceeds from issuance of mortgages and other notes payable
Principal payments on mortgages and other notes payable
Exercise of stock options and other
Cash distributions
.
Net cash provided by (used in) financing activities
Net change in cash and cash equivalents
Cash and cash equivalents, at beginning of period
Cash and cash equivalents, at end of period $
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NOTES TO CONSOLIDATED FINANCIAL STATEMENT
(dollars in thousands, except share and unit amounts)
1. Organization and Basis of Presentation
Organization
Glimcher Realty Trust (“GRT”) is a fully-integrated, self-administered and self-managed, Maryland real estate investment trust (“REIT”), w
“Properties”) consisting of enclosed regional and super regional malls (“Malls”) and community shopping centers (“Community Centers”). At De
Malls (21 wholly owned and 2 partially owned through a joint venture) and 4 Community Centers (three wholly owned and one partially owned
Properties Limited Partnership, a Delaware limited partnership, as well as entities in which the Company has an interest, collectively.
Basis of Presentation
The consolidated financial statements include the accounts of GRT, Glimcher Properties Limited Partnership (the “Operating Partnership
2008, GRT was a limited partner in GPLP with a 92.2% ownership interest and GRT’s wholly owned subsidiary, Glimcher Properties Corporation (“G
subsidiary of GPLP, provides development, construction, leasing and legal services to the Company’s affiliates and is a taxable REIT subsidiary. T
a controlling direct or indirect voting interest, but can exercise influence over the entity with respect to its operations and major decisions. These e
and advances to unconsolidated real estate entities.” All significant intercompany accounts and transactions have been eliminated in the consolid
2. Summary of Significant Accounting Policies
Revenue Recognition
Minimum rents are recognized on an accrual basis over the terms of the related leases on a straight-line basis. Percentage rents, whic
reported by such tenants exceed any applicable breakpoints as specified in the tenants’ leases. The percentage rents are recognized based upon
due.
Recoveries from tenants for real estate taxes, insurance and other shopping center operating expenses are recognized as revenues in the p
estimated recoveries and the final billed amounts in the subsequent year. Other revenues primarily consist of fee income which relates to proper
licensing agreement revenues which are recognized as earned, and the proceeds from sales of development land which are generally recognized at
Tenant Accounts Receivable
The allowance for doubtful accounts reflects the Company’s estimate of the amounts of the recorded accounts receivable at the balan
Company’s policy is to record a periodic provision for doubtful accounts based on total revenues. The Company also reviews specific tenant ba
provision, the Company considers a tenant’s creditworthiness, ability to pay, probability of collections and consideration of the retail sector in wh
Company’s historical experience.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – c

Investment in Real Estate – Carrying Value of Assets
The Company maintains a diverse portfolio of real estate assets. The portfolio holdings have increased as a result of both acquisitions a
amounts to be capitalized as a result of acquisitions and developments and the periods over which the assets are depreciated or amortized are det
fair value and the allocation of various costs to the individual assets. The Company allocates the cost of the acquisition based upon the estim
intangibles related to its acquisitions. The valuation of the fair value of the intangibles involves estimates related to market conditions, probabil
determined by considering factors such as the tenant’s industry, location within the Property and competition in the specific market in which th
significant based upon the assumptions made in calculating these estimates.
Depreciation expense for real estate assets is computed using a straight-line method and estimated useful lives for buildings and improv
equipment and fixtures. Expenditures for leasehold improvements and construction allowances paid to tenants are capitalized and amortized over
other than improvements to the real estate are amortized as a reduction to minimum rents over the initial lease term. Maintenance and repairs are
from retailers who own their real estate are capitalized as contract intangibles. These intangibles are amortized over the period the retailer is require
Investment in Real Estate – Impairment Evaluation
Management evaluates the recoverability of its investment in real estate assets in accordance with Statement of Financial Accounting
Assets.” This statement requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that rec
The Company evaluates the recoverability of its investments in real estate assets to be held and used each quarter and records an impairm
flows are less than the carrying amount for a particular Property. The estimated cash flows used for the impairment analysis and the determination
Company’s views of market and economic conditions. The estimates consider matters such as current and historical rental rates, occupancies for t
and recent sales data for comparable properties. Changes in estimated future cash flows due to changes in the Company’s plans or views of mark
the applicable accounting guidance, could be substantial.
The Company recognized a $2,914 non-cash impairment charge on our Jersey Gardens Center in the fourth quarter of 2007. The charge re
and a sales contract for the last undeveloped parcel. The purchase price under the ground lease option and the sales price for the final undevelope
Sale of Real Estate Assets
The Company recognizes property sales in accordance with SFAS No. 66, “Accounting for Sales of Real Estate.” The Company generall
closing, when the earnings process is deemed to be complete. Sales not qualifying for full recognition at the time of sale are accounted for under ot
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Investment in Real Estate – Held-for-Sale
The Company evaluates the held-for-sale classification of its real estate each quarter. Assets that are classified as held-for-sale are re
evaluates the fair value less cost to sell each quarter and records impairment charges when required. Assets are generally classified as held-for-
program to market them for sale. The results of operations of these real estate properties are reflected as discontinued operations in all periods rep
On occasion, the Company will receive unsolicited offers from third parties to buy individual Properties. Under these circumstances, the C
no contingencies and the prospective buyer has funds at risk to ensure performance.
Accounting for Acquisitions
The Company accounts for acquisitions of Properties in accordance with SFAS No. 141, “Business Combinations.” The fair value of th
and tenant improvements, and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases, acqu
values. Purchase accounting is applied to assets and liabilities related to real estate entities acquired based upon the percentage of interest acquire
The fair value of the tangible assets of an acquired property (which includes land, building and tenant improvements) is determined b
relative fair values of these assets. Management determines the as-if-vacant fair value of an acquired property using methods to determine the repl
In determining the fair value of the identified intangible assets and liabilities of an acquired property, above-market and below-market leas
risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (i
measured over a period equal to the remaining non-cancelable term of the lease. The capitalized above-market lease values and the capitalized belo
term.
The aggregate value of in-place leases is determined by evaluating various factors, including an estimate of carrying costs during the expe
costs, management includes real estate taxes, insurance and other operating expenses, and estimates of lost rental revenue during the expected
execute similar leases including leasing commissions, legal and other related costs. The value assigned to this intangible asset is amortized over th
The aggregate value of other acquired intangible assets include tenant relationships. Factors considered by management in assigni
investment in tenant improvements, leasing commissions and an approximate time lapse in rental income while a new tenant is located. The value a
Deferred Costs
The Company capitalizes initial direct costs in accordance with SFAS No. 91, “Accounting for Nonrefundable Fees and Costs Associate
these costs over the initial lease term. The costs are capitalized upon the execution of the lease and the amortization period begins the earlier of th
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Stock-Based Compensation
Effective January 1, 2006, the Company adopted the fair value recognition provisions of SFAS No. 123(R), which expands and clarifies SFA
requisite service period (usually the vesting period) beginning the first quarter of 2006 for awards issued after June 15, 2005. The adoption of SFA
of operations.
Cash and Cash Equivalents
For purposes of the statements of cash flows, all highly liquid investments purchased with original maturities of three months or less a
overnight purchases of debt securities. The carrying amounts approximate fair value.
Restricted Cash
Restricted cash consists primarily of cash held for real estate taxes, insurance, property reserves for maintenance and expansion or leaseho
Deferred Expenses
Deferred expenses consist principally of financing fees. These costs are amortized as interest expense over the terms of the respective ag
net of accumulated amortization.
Derivative Instruments and Hedging Activities
The Company recognizes all derivative financial instruments in the consolidated financial statements at fair value regardless of the purp
instruments that qualify for hedge accounting are recorded in stockholders’ equity as a component of comprehensive income and as an adjust
qualifying for hedge accounting are reported in earnings.
For derivative instruments that are designated and qualify as a cash flow hedge (i.e., hedging the exposure to variability in expected futur
on the derivative instrument is reported as a component of accumulated other comprehensive income and reclassified into interest income or int
income or interest expense. The remaining gain or loss of the derivative instruments in excess of the cumulative change in the present value
income/other expense during the period of change. Upon termination of a derivative instrument prior to maturity, the aforementioned adjustment to
interest expense over the remaining term of the hedge relationship using the effective interest method. Should the hedged item mature, be sold
probable of not occurring, the aforementioned amounts in accumulated other comprehensive income are reclassified to interest income or interest e
recorded in other income or other expense.
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Interest Costs
The components of the Company’s interest costs related to its continuing operations are shown in the table below. Interest expense and l
arrangements. Capitalized interest is recorded as a reduction to interest expense based upon the Company’s weighted average borrowing rate.
2008
Interest expense $ 80,286
Total interest expense 82,276
Interest capitalized 6,694
Total interest costs $ 88,970
Investment in and Advances to Unconsolidated Real Estate Entities
The Company evaluates all joint venture arrangements for consolidation. The percentage interest in the joint venture, evaluation of cont
the arrangement qualifies for consolidation.
The Company accounts for its investments in unconsolidated real estate entities using the equity method of accounting whereby the c
beginning on the date of acquisition and reduced by distributions received. The income or loss of each joint venture investor is allocated in
provisions in these agreements may differ from the ownership interest held by each investor. Differences between the carrying amount of the
underlying equity of such unconsolidated entities are amortized over the respective lives of the underlying assets as applicable.
The Company periodically reviews its investment in unconsolidated real estate entities for other than temporary declines in market value.
other than temporary and an impairment charge is recorded as a reduction in the carrying value of the investment.
Advertising Costs
The Company promotes its Properties on behalf of its tenants through various media. Advertising is expensed as incurred and the ma
Advertising expense was $5,863, $5,449, and $5,897 for the years ended December 31, 2008, 2007, and 2006, respectively.
Income Taxes
GRT files as a REIT under Sections 856-860 of the Internal Revenue Code of 1986, as amended (the “Code”). In order to qualify as a REIT
and to meet certain asset and income tests as well as certain other requirements. GRT will generally not be liable for federal income taxes, provided
a qualified REIT, the Company is subject to certain state and local taxes on its income and property.
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The Company’s subsidiary, GDC, has elected taxable REIT subsidiary status under Section 856(l) of the Code. GPLP wholly owns GDC
Corporation. In accordance with SFAS No. 109 “Accounting for Income Taxes,” deferred tax assets and liabilities are recognized for the estim
carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss carry forwards of GDC. Deferred tax assets
temporary differences are expected to be recovered or settled.
Minority Interests
Minority interests represent the aggregate partnership interest in the Operating Partnership held by the Operating Partnership limited part
Unit Holders ownership percentage of the Operating Partnership. The ownership percentage is determined by dividing the numbers of Operating
outstanding. The issuance of additional shares of beneficial interest (the “Common Shares”, “Shares” or “Share”) or OP Units changes the perce
redeemable for cash or Shares at the option of the Company, it is deemed to be equivalent to a Share. Therefore, such transactions are treated as
interest in the accompanying balance sheets to account for the change in the ownership of the underlying equity in the Operating Partnership.
Supplemental Disclosure of Non-Cash Financing and Investing Activities
Non-cash transactions resulting from other accounts payable and accrued expenses for ongoing operations such as real estate imp
respectively. In connection with the sale of University Mall, the Company received a $5,000 non-interest bearing note that was discounted to its
Island, Florida, the Company assumed a $57,000 mortgage loan with a 5.35% interest rate.
Share distributions of $12,099 and $18,120 were declared, but not paid as of December 31, 2008 and 2007, respectively. Operating Partne
and 2007, respectively. Distributions for GRT’s 8.75% Series F Cumulative Preferred Shares of Beneficial Interest of $1,313 were declared, but not p
Preferred Shares of Beneficial Interest of $3,046 were declared, but not paid as of December 31, 2008 and 2007.
Comprehensive Income
SFAS No. 130, “Reporting Comprehensive Income,” establishes guidelines for the reporting and display of comprehensive income and it
other non-owner charges in shareholders’ equity during a period, including unrealized gains and losses from value adjustments on certain derivativ
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America req
assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of rev
estimates.
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New Accounting Pronouncements
In late 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 141R, a revision of SFAS No. 141, “Accounting for B
the treatment of pre-acquisition costs. This standard is effective for fiscal years beginning after December 15, 2008 (and thus acquisitions afte
Company’s financial position and results of operations.
In late 2007, the FASB issued SFAS No. 160, “Reporting for Minority Interests.” Currently, minority interest is not part of shareholders’ eq
change may affect key financial ratios, such as debt to equity ratios. This standard is effective no later than for fiscal years beginning after Decem
the non controlling interests in the Operating Partnership will no longer need to be carried at zero balances in the Company’s balance sheet. As a
their proportionate ownership percentage of the Operating Partnership.
In February 2008, FASB issued Staff Position No. SFAS 157-2 which provides for a one-year deferral of the effective date of SFAS No. 157
disclosed at fair value in the financial statements on a nonrecurring basis, except those that are recognized or disclosed at fair value in the financi
as it relates to the Company’s financial position and results of operations.
In March 2008, the FASB issued SFAS No. 161 “Disclosures about Derivative Instruments and Hedging Activities - an amendment of
information about how derivative and hedging activities affect an entity’s financial position, financial performance, and cash flows. The statement
No. 161 is effective for financial statements issued for fiscal years beginning after November 15, 2008. The Company is currently evaluating the
results of operations or financial position as the statement only provides for new disclosure requirements.
In October 2008, FASB issued Staff Position No. SFAS 157-3, which clarifies the application of FASB SFAS No. 157 Fair Value Measure
financial asset when the market for that financial asset is not active. The Company is evaluating the impact of this standard as it relates to the Com
Reclassifications
Certain reclassifications of prior period amounts, including the presentation of the Statement of Operations required by SFAS No. 144, “
financial statements in order to conform to the 2008 presentation.
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3. Real Estate Assets Held-for-Sale
SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” requires that long-lived assets that are to be dispose
the year ended December 31, 2008 the Company sold one Property, Knox Village Square. As of December 31, 2008, the Company classified tw
Community Center (Ohio River Plaza) as held-for-sale. The financial results, including any impairment charges for these Properties, are reported
value of the assets are reflected as held-for-sale on the balance sheet. The table below provides information on the held-for-sale assets.
Number of Properties sold

Number of Properties held-for-sale
Real estate assets held-for-sale
Mortgage notes payable associated with properties held-for-sale
4. Tenant Accounts Receivable
The Company’s accounts receivable is comprised of the following components:
Accounts Receivable – Assets Held-For-Investment
Billed receivables
Straight-line receivables
Unbilled receivables
Less: allowance for doubtful accounts
Net accounts receivable
Accounts Receivable – Assets Held-For-Sale (1)
Billed receivables
Straight-line receivables
Unbilled receivables
Less: allowance for doubtful accounts
Net accounts receivable
(1) Included in non-real estate assets associated with discontinued operations.
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5. Mortgage Notes Payable as of December 31, 2008 and December 31, 2007 consist of the following:
Carrying Amount of Interest

Description/Borrower Mortgage Notes Payable Rate
Mortgage Notes Payable 2008 2007 2008 2007
Fixed Rate:
Grand Central L.P. (x) $ 46,135 $ 47,001 7.18% 7.18%
Johnson City Venture, LLC 37,827 38,323 8.37% 8.37%
Polaris Center, LLC 39,423 39,969 8.20% 8.20%
Catalina Partners, LP 42,250 - 4.72% -
Glimcher Northtown Venture, LLC 40,000 - 6.02% -
Morgantown Mall Associates, LP 39,951 - 6.52% -
Glimcher Ashland Venture, LLC 23,701 24,273 7.25% 7.25%
Dayton Mall Venture, LLC 54,015 54,983 8.27% 8.27%
Glimcher WestShore, LLC 91,921 93,624 5.09% 5.09%
PFP Columbus, LLC 137,144 139,692 5.24% 5.24%
LC Portland, LLC 128,779 131,069 5.42% 5.42%
JG Elizabeth, LLC 153,260 156,082 4.83% 4.83%
MFC Beavercreek, LLC 105,686 107,499 5.45% 5.45%
Glimcher Supermall Venture, LLC 57,675 58,624 7.54% 7.54%
Glimcher Merritt Square, LLC 57,000 57,000 5.35% 5.35%
RVM Glimcher, LLC 50,000 50,000 5.65% 5.65%
WTM Glimcher, LLC 60,000 60,000 5.90% 5.90%
EM Columbus II, LLC 43,000 43,000 5.87% 5.87%
Tax Exempt Bonds (u) 19,000 19,000 6.00% 6.00%
1,226,767 1,120,139
Other:
Fair value adjustments (1,140) (973)
Extinguished debt (w) - 51,503 6.89%
Mortgage Notes Payable $ 1,225,627 $ 1,170,669
Properties Held-for-Sale
Mount Vernon Venture, LLC (s)(v) $ - $ 8,634 7.41%
Charlotte Eastland Mall, LLC (s)(t) 42,229 42,907 8.50% 7.84%
GM Olathe, LLC (s) (t) (x) 30,000 30,000 4.30% 6.35%
Mortgage Notes Payable Associated with
Properties Held-for-Sale $ 72,229 $ 81,541
(a) The loan requires monthly payments of principal and interest.
(b) The loan requires monthly payments of interest only.
(c) The loan requires monthly payments of interest only until October 2010, thereafter principal and interest are required.
(d) The loan requires monthly payments of interest only until February 2009, thereafter principal and interest are required.
(e) The loan requires monthly payments of interest only until December 2008, thereafter principal and interest are required.
(f) The loan requires semi-annual payments of interest.
(g) The Company entered into a loan modification agreement that extended the optional prepayment date to September 11, 2009. Per the ag
conveyed to the lender, without penalty, and the Company will be released of all obligations under the loan agreement.
(h) The loan matures in June 2030, with an optional prepayment (without penalty) date on June 1, 2010.
(i) The loan matures on October 21, 2011, however, the Company has one, one-year extension option that would extend the maturity date o
(j) The loan matures on October 13, 2011, however, the Company has two, one-year extension options that would extend the maturity date
(k) The loan matures in July 2027, with an optional prepayment (without penalty) date on July 11, 2012.
(l) The loan matures in June 2033, with an optional prepayment (without penalty) date on June 11, 2013.
(m) The loan matures in September 2029, with an optional prepayment (without penalty) date on February 11, 2015.
(n) Interest rate of LIBOR plus 165 basis points fixed through an interest rate protection agreement at a rate of 4.30% and 6.35% at Decemb
(o) Interest rate escalates after optional prepayment date.
(p) Interest rate of LIBOR plus 165 basis points fixed through an interest rate protection agreement at a rate of 4.72% at December 31, 2008.
(q) Interest rate of LIBOR plus 300 basis points fixed through an interest rate protection agreement at a rate of 6.02% at December 31, 2008.
(r) Interest rate of LIBOR plus 350 basis points fixed through an interest rate protection agreement at a rate of 6.52% at December 31, 2008
(s) Mortgage notes payable associated with Properties held-for-sale as of December 31, 2007.
(t) Mortgage notes payable associated with Properties held-for-sale as of December 31, 2008.
(u) The bonds were issued by the New Jersey Economic Development Authority as part of the financing for the development of the Jersey
Glimcher Realty Trust.
(v) This loan was paid off in February 2008.
(w) This loan was paid off in October 2008.
(x) The loan was paid off during the first quarter of 2009.
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All mortgage notes payable are collateralized by Properties (owned by the respective entities) with net book values of $1,464,607 and $1
contain financial covenants regarding minimum net operating income and coverage ratios. Management believes they are in compliance with all c
to certain Properties are guaranteed by the Company as of December 31, 2008.
Principal maturities (excluding extension options) on mortgage notes payable during the five years subsequent to December 31, 2008,
$253,296; thereafter - $503,458.
6. Notes Payable
The Company’s $470,000 unsecured credit facility (“Credit Facility”) matures in December 2009 and has a one-year extension option avai
$600,000, provided there is no default under the Credit Facility and one or more participating lenders agrees to increase their funding commitment
ranges from LIBOR plus 0.95% to LIBOR plus 1.40% depending upon the Company’s ratio of debt to total asset value. The Credit Facility con
maintenance of a specified minimum net worth requirement; a total debt to total asset value ratio; a secured debt and recourse indebtedn
ratio. Management believes the Company is in compliance with all covenants under the Credit Facility as of December 31, 2008.
At December 31, 2008, the outstanding balance on the Credit Facility was $362,097. Additionally, $23,747 represented a holdback on the
2008, the unused balance of the Credit Facility available to the Company was $84,156 and the interest rate on the outstanding balance was 1.63%.
pro rata share of one or more advances under the credit agreement during 2008. If the Defaulting Lender’s failure to perform its obligations und
Facility could be reduced by approximately $5,700.
At December 31, 2007, the outstanding balance on the Credit Facility was $300,000 and the interest rate was 5.65%. Additionally, $21,176
Facility. As of December 31, 2007, the unused balance of the Credit Facility available to the Company was $148,824.
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7. Income Taxes
The following table reconciles the Company’s net income (loss) to taxable income for the years ended December 31, 2008, 2007 and 2006:
2008
Net income (loss) $ 16,76
Add: Net loss of taxable REIT subsidiaries 7
Net income (loss) from REIT operations (1) 16,84
Add: Book depreciation and amortization 77,55
Less: Tax depreciation and amortization (56,17
Book (gain) loss from capital transactions and impairments (1,97
Tax gain (loss) from capital transactions 2,38
Stock options 41
Executive Compensation (1,67
FAS 141 Intangible Assets (2,72
Other book/tax differences, net (1,49
Taxable income before adjustments 33,15
Less: Capital gains (3,90
Adjusted taxable income subject to 90% requirement $ 29,24
(1) Adjustments to “Net income (loss) from REIT operations” are net of amounts attributable to minority interest and taxable REIT su
Reconciliation Between Cash Dividends Paid and Dividends Paid Deduction:
The following table reconciles cash dividends paid with the dividends paid deduction for the years ended December 31, 2008, 2007 and 20
2008
Cash dividends paid $ 71,83
Less: Dividends designated to prior year (22,47
Plus: Dividends designated from following year 4,35
Less: Portion designated return of capital (20,56
Dividends paid deduction $ 33,15
Characterization of Distributions:
The following table characterizes distributions paid per common share for the years ended December 31, 2008, 2007 and 2006:
2008 200
Amount % Amount
Ordinary income $ 0.3667 38.20% $ 0.3635
Return of capital 0.5443 56.70 1.5582
Capital gains 0.0174 1.81 -
Unrecaptured Section 1250 gain 0.0316 3.29 0.0015
$ 0.9600 100.00% $ 1.9232
For 2008, the common share dividend declared in December and paid in January will be reported in the 2009 tax year. For 2007 and 2006, t
December 31, per Internal Revenue Code section 857(b)(9) and therefore reportable in the 2007 and 2006 tax year.
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The following table characterizes distributions paid per Series F Preferred Share for the years ended December 31, 2008, 2007 and 2006:
2008 200
Amount % Amount
Ordinary income $ 1.9297 88.21% $ 2.1787
Return of capital - - -
$ 2.1876 100.00% $ 2.1876
The Series F Preferred dividends declared in December and paid in January are deemed paid on December 31, per Internal Revenue Code s
The following table characterizes distributions paid per Series G Preferred Share for the years ended December 31, 2008, 2007 and 2006:
2008 200
Amount % Amount
Ordinary income $ 1.7917 88.20% $ 2.0230
Return of capital - - -
$ 2.0312 100.00% $ 2.0312
The Series G Preferred dividends declared in December and paid in January are deemed paid on December 31, per Internal Revenue Code s
Deferred income taxes represent the tax effect of the differences between the book and tax bases of assets and liabilities of GDC. Deferred
Deferred tax assets (liabilities):
Investment in partnership
Capitalized development costs
Charitable contributions
Accrued bonuses
Interest expense
Other
Net operating losses
Net deferred tax asset
Valuation allowance
Net deferred tax asset after valuation allowance
The gross tax loss carryforwards total $6,167 at December 31, 2008 with $2,500, $355, $144, $479, $623, $561, $912 and $593 and expiring in 2
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - co

The income tax provision consisted of $8, $6 and $5 in 2008, 2007 and 2006, respectively, related to current state and local taxes. Net
consolidated statements of operations differs from the amount determined by applying the federal statutory rate of 34% to the income before ta
utilization of tax loss carryforwards of $0, $29, and $0 in 2008, 2007, and 2006, respectively. A full valuation allowance had previously been provide
In 2008, the Company continued to maintain a valuation allowance for the Company’s net deferred tax assets, which consisted primarily o
determined in accordance with the provisions of SFAS No. 109 “Accounting for Income Taxes,” which requires the recording of a valuation allo
realized. In the absence of favorable factors, application of SFAS No. 109 requires a 100% valuation allowance for any net deferred tax assets wh
several years. The Company’s cumulative loss within GDC represented negative evidence sufficient to require a full valuation allowance under the
for its net deferred tax asset until sufficient positive evidence exists to support reversal of the reserve. Until such time, except for minor state an
allowance adjustments.
FASB issued Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes; an interpretation of FASB Statement No. 10
in income taxes recognized in an enterprise’s financial statements in accordance with SFAS No. 109, “Accounting for Income Taxes.” It requires
positions taken, or expected to be taken, in an income tax return. This interpretation also provides guidance on derecognition, classification,
Company’s adoption of FIN 48, a listing was compiled of the Company’s tax positions. Positions such as the Company’s transfer pricing model,
prohibited transactions by REITs were evaluated. The Company concluded that tax positions taken will more likely than not be sustained at the
positions existed, there was no tax benefit or penalty recognized in the financial statements.
8. Preferred Shares
GRT’s Declaration of Trust authorizes GRT to issue up to an aggregate 100,000,000 shares of GRT, consisting of common shares and/or on
On March 9, 1999, the Board of Trustees adopted a Preferred Share Purchase Plan (the “Plan”) pursuant to which a distribution will b
Share. The distribution was made on March 22, 1999, to the shareholders of record at the close of business on that date. These rights trade
Company one one-hundredth of a Series E Junior Participating Preferred Share of the Company, par value $0.01 per share (the “Preferred Shares
subject to adjustment. The Rights will become exercisable in the event that any person or group acquires or announces its intention to acquire bene
“Acquiring Person”). Alternatively, each Right holder, except the Acquiring Person, will have the right to receive upon exercise that number of co
time before any person or group becomes an Acquiring Person, the Board of Trustees may redeem the Rights at a price of $0.01 per Right at whic
becomes an Acquiring Person, the Board of Trustees may exchange the Rights at an exchange ratio of one common share or one Preferred Share pe
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On August 25, 2003, the Company completed a $60,000 public offering of 2,400,000 shares of Series F Preferred Shares, par value $0.01 p
of the offering were $58,110. Distributions on the Series F Preferred Shares are payable quarterly in arrears. The Company generally may redeem
$25.00 per share, plus accrued and unpaid distributions.
On February 23, 2004, the Company completed a $150,000 public offering of 6,000,000 shares of Series G Preferred Shares. Aggregate net
payable quarterly in arrears beginning on April 15, 2004. The Company generally may redeem the Series G Preferred Shares anytime on or aft
distributions.
9. Derivative Financial Instruments
The Company accounts for its derivatives and hedging activities under SFAS No. 133 “Accounting for Derivative Instruments and Hedging Activ
Certain Hedging Activities,” and SFAS No. 149 “Amendment of Statement 133, on Derivative Instruments and Hedging Activities.” During the ye
of $6,372 to adjust the carrying amount of the interest rate swaps to fair values at December 31, 2008, net of $1,084 in reclassifications to earnings
recognized additional other comprehensive loss of $376 to adjust the carrying amount of the interest rate swaps to fair values at December 31, 200
period and $(30) in minority interest participation. During the year ended December 31, 2006, the Company recognized additional other comprehe
December 31, 2006, net of $(163) in reclassifications to earnings for interest rate swap settlements during the period and $0 in minority interest part
interest expense related to the interest payments being hedged.
The hedging strategy is to eliminate or reduce, to the extent possible, the volatility of cash flows. The following table summarizes the
December 31, 2008.
Notional Interest
Hedge Type Value Rate
Swap – Cash Flow $30,000 2.6500%

Swap – Cash Flow $35,000 1.8300%
Swap – Cash Flow $70,000 2.5225%
Swap – Cash Flow $42,250 3.0700%
Swap – Cash Flow $35,000 2.7275%
Swap – Cash Flow $40,000 3.0200%
Swap – Cash Flow $40,000 3.0202%
The derivative instruments were reported at their fair value of $(6,972) and $(437) in accounts payable and accrued expenses at Decembe
comprehensive income for the unrealized gains and losses (net of minority interest participation). Over time, the unrealized gains and losses
reclassification will correlate with the recognition of the hedged interest payments in earnings. There was no hedge ineffectiveness during the twe
To determine the fair values of derivative instruments, the Company uses a variety of methods and assumptions that are based on mark
and techniques such as undiscounted cash flow analysis, replacement cost, and termination cost are used to determine fair value.
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10. Fair Value Measurements
On January 1, 2008, the Company adopted SFAS No. 157, Fair Value Measurements. SFAS No. 157 defines fair value, establi
measurements. SFAS No. 157 applies to reported balances that are required or permitted to be measured at fair value under existing accounti
measurements of reported balances.
SFAS No. 157 emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value mea
use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, SFAS No. 157 establish
on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hie
(unobservable inputs classified within Level 3 of the hierarchy). The fair value hierarchy, as defined by SFAS No. 157, contains three levels of inp
● Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability t
● Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either direc
observable at commonly quoted intervals.
● Level 3 inputs are unobservable inputs for the asset or liability which are typically based on an entity’s own assumptions, as there i
In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy,
based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance
considers factors specific to the asset or liability.
The Company has derivatives that must be measured under the new fair value standard. The Company currently does not have non-fina
recurring basis.
Derivative financial instruments
Currently, the Company uses interest rate swaps to manage its interest rate risk. The valuation of these instruments is determined usin
expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses o
implied volatilities. Based on these inputs the Company has determined that its interest rate swap valuations are classified within Level 2 of the fair
To comply with the provisions of SFAS No. 157, the Company incorporates credit valuation adjustments to appropriately reflect both its o
value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered th
thresholds, mutual puts, and guarantees.
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Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value
inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of December
adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to t
derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.
The table below presents the Company’s liabilities measured at fair value on a recurring basis as of December 31, 2008, aggregated by the
Quoted Prices Significan

in Active Markets Other
for Identical Assets Observab
and Liabilities Inputs
(Level 1) (Level 2)
Liabilities:
Derivative instruments, net $ - $
The Company does not have any fair value measurements using significant unobservable inputs (Level 3) as of December 31, 2008.
11. Rentals Under Operating Leases
The Company receives rental income from the leasing of retail shopping center space under operating leases with expiration dates through
of December 31, 2008 are as follows:
2009
2010
2011
2012
2013
Thereafter
Minimum future base rentals do not include amounts which may be received from certain tenants based upon a percentage of their gross
rents contain straight-line adjustments for rental revenue decreases which aggregated $1,752, $1,405, and $734 for the years ended December 31, 2
for more than 10.0% of rental income. The tenant base includes national, regional and local retailers, and consequently the credit risk is concentrate
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12. Investment in and Advances to Unconsolidated Real Estate Entities
Investment in unconsolidated real estate entities as of December 31, 2008 consisted of an investment in three separate joint venture arra
determine whether consolidation was required. For the Ventures listed below it was determined that they qualified for treatment as unconsolidate
description of each of the Ventures is provided below:
● ORC Venture
Consists of a 52% interest held by GPLP in a joint venture (the “ORC Venture”) with an affiliate of Oxford Properties Group (“Oxford”
Retirement System, a Canadian pension plan. The ORC Venture acquired the Company’s two joint venture Mall Properties, Puente Hills M
independent third party in December 2005 and acquired Tulsa from GPLP in March 2006.
● Scottsdale Venture
Consists of a 50% common interest held by a GPLP subsidiary in a joint venture (the “Scottsdale Venture”) formed in May 2006 with an a
retail and office complex consisting of approximately 620,000 square feet of gross leasable space to be developed in Scottsdale, Arizona
accordance with FASB issued Interpretation No 46(R) “Consolidated of Variable Interest Entities (as amended).” The Company determin
approach. The Company performed a probability cash flow weighting analysis utilizing different market based assumptions including
conclusion. Accordingly, the Company’s interest in this venture is accounted for using the equity method of accounting in accordance w
Investments in Common Stock” and American Institute of Certified Public Accountants Statement of Position 78-9 “Accounting for Inves
The Company and Wolff each contributed an initial investment of $10,750 to the Scottsdale Venture, which represents common equity co
preferred investments of $14,000 in the Scottsdale Venture with no corresponding investment by Wolff. This preferred investment was
2007. On May 27, 2008, the Company received a payment from the Scottsdale Venture in the amount of approximately $18,801, which repr
well as the full amount of the then accrued return on the Company’s preferred investment. From June 2008 to December 2008, the Com
$36,500. The Company received payments from the Scottsdale Venture in the amount of approximately $6,894, $3,055 and $2,051 on July
preferred investment. As of December 31, 2008, the preferred investment in the Scottsdale Venture is $24,500 and is eligible to receive a
Scottsdale Venture is approximately $35,250.
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GPLP has made certain guarantees and provided letters of credit to ensure performance that the Scottsdale Venture completes constructio
Scottsd
Li
Description of Exposure as of
Construction loan (a) $
Ground lease letter of credit (b)
Owner controlled insurance program (c)
Tenant allowance letters of credit (d)
Total $
(a) GPLP has provided certain guarantees relating to repayment obligations under the construction loan agreement that ranges
financial performance ratios under the Scottsdale Venture construction loan agreement. At December 31, 2008 the Scottsda
in the guarantee agreement, GPLP’s guarantee is 50% or, $31,931, at December 31, 2008. GPLP also has a performance gu
quantified and therefore is not included in the amounts listed above.
(b) GPLP has provided a letter of credit in the amount of $20,000 to serve as security under the ground lease for the constructio
Development until substantial completion of the construction occurs.
(c) GPLP has provided a letter of credit in the amount of $1,000 as collateral for fees and claims arising from the owner controlled
(d) Letters of credit totaling $2,600 have been provided by the Scottsdale Venture to tenants as collateral for tenant allowances
● Surprise Venture
Consists of a 50% interest held by a GPLP subsidiary in a joint venture (the “Surprise Venture”) formed in September 2006 with the former
of developing 25,000 square feet of retail space on a five-acre site located in an area northwest of Phoenix, Arizona.
The Company may provide management, development, construction, leasing and legal services for a fee to each of the Ventures de
provide. The Company recognized fee income of $4,513, $2,277 and $1,866 for the years ended December 31, 2008, 2007 and 2006, respectively.
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The net income or loss for each joint venture entity is allocated in accordance with the provisions of the applicable operating agreeme
entities, accounted for using the equity method, is presented below:
Balance Sheet
Assets:
Investment properties at cost, net $
Construction in progress
Intangible assets (1)
Other assets
Total assets $
Liabilities and members’ equity:

Mortgage notes payable $
Intangibles (2)
Other liabilities
Members’ equity
Total liabilities and members’ equity $
GPLP’s share of members’ equity $
(1) Includes value of acquired in-place leases.

(2) Includes the net value of $274 and $390 for above-market acquired leases as of December 31, 2008 and December 31, 2007, respectiv
December 31, 2007, respectively.
Members’ equity $
Advances and additional costs
Investment in and advances to unconsolidated entities $
Statements of Operations 2008

Total revenues $ 33
Operating expenses 17
Depreciation and amortization 10
Operating income 5
Other expenses, net
Interest expense, net 6
Net (loss) income (1
Preferred dividend
Net (loss) income available from the Company’s joint ventures $ (1
GPLP’s share of (loss) income from joint ventures $
83
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13. Investment in Joint Ventures - Consolidated
On October 5, 2007, an affiliate of the Company entered into an agreement with Vero Venture I, LLC to form Vero Beach Fountains, LL
development in Vero Beach, Florida. The Company has contributed $5,000 in cash for a 50% interest in the VBF Venture. The economics of the V
of the distributions from the VBF Venture until such time that the capital contributed by the Company is returned. The Company utilized a quali
and provides the majority of the financial support related to the VBF Venture. In accordance with FASB issued Interpretation No. 46 (R) the Co
Company’s consolidated financial statements. The VBF Venture is carried in the Company’s consolidated balance sheet as Development in progre
14. Related Party Transactions
Employment & Consulting Agreement of Herbert Glimcher
On January 20, 2005, Herbert Glimcher resigned as Chief Executive Officer of the Company and entered into an Employment and Consultin
of the Board of Trustees (“Board”) of GRT until September 2007 at which time he became Chairman Emeritus. Under the Employment Agreement,
Board. Mr. Glimcher’s term of employment under the Employment Agreement began on February 1, 2005 and concluded on May 31, 2007 (the “Ter
On July 25, 2007, Herbert Glimcher, GRT, and GPLP entered into an amendment of the Employment Agreement to principally: (a) permit th
time of the amendment from August 31, 2007 to May 31, 2010 and (b) permit GRT to reduce any post-employment payments that Herbert Glimc
compensation expense incurred by GRT in connection with the aforementioned extension. The Company recorded $121 in stock compensation
same amount.
Herbert Glimcher received $46 for serving as the non-executive Chairman of the Board for GRT and GPC and $114 for serving as Se
2007. Additionally, he will receive a total of $1,879 in cash during a two-year period following the termination of his employment under the Emplo
$2,000 in compensation expense during the first quarter of 2005 related to the Employment Agreement. At December 31, 2008, the Company has pai
GRT reimbursed Herbert Glimcher for reasonable rent for office space located in Columbus, Ohio, the reasonable salary of one administrat
policy covering the life of Herbert Glimcher. For the years ended December 31, 2008, 2007 and 2006, the aggregate total of reimbursements paid by
Corporate Flight Inc.
The Company paid Corporate Flight, Inc. (“CFI”), which is wholly owned by Herbert Glimcher, the following amounts for the use in connec
For the Years Ended Corporate Fli

December 31, 2008 $
December 31, 2007
December 31, 2006
Total $
84
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Archer-Meek-Weiler Insurance Agency
The Company has engaged Archer-Meek-Weiler, a company of which Alan R. Weiler, a Class II Trustee, was Chairman until October 20
employment practices insurance coverage. In connection with securing such insurance coverage, Archer-Meek-Weiler received net commission
respectively. The stock of Archer-Meek-Weiler was owned by a trust for the benefit of Alan R. Weiler’s children and the children of his brother, R
Leasing Activity
Mayer Glimcher, a brother of Herbert Glimcher, owns a company that currently leases four store locations in the Company’s Properties. T
years ended December 31, 2008, 2007 and 2006, respectively.
Consulting Agreement with Trustee
On February 22, 2007, Philip G. Barach, a former Class I Trustee, entered into a consulting agreement with GRT to provide consulting serv
term of the consulting agreement began on May 11, 2007 and lasted for a period of one year during which time Mr. Barach received a consulting fee
a rate of $5 per month during the twelve month period of the consulting agreement. Additionally, under the consulting agreement, reasonable t
received $14 upon executing the agreement for travel expenses incurred as of the execution date. During the year ended December 31, 2008, Mr. B
15. Commitments and Contingencies
The Operating Partnership leases office space for its corporate headquarters under an operating lease that had an initial term of ten ye
follows:
2009
2010
2011
2012
Thereafter
Total
Office rental expenses (including miscellaneous month-to-month lease rentals) for the years ended December 31, 2008, 2007 and 2006 were
At December 31, 2008, there were 3.0 million OP Units outstanding. These OP Units are redeemable, at the option of the holders, beginnin
at the option of GPLP, payable in the following form and amount: (a) cash at a price equal to the fair market value of one Common Share of GRT
December 31, 2008 is $9,317 based upon a per unit value of $3.12 at December 31, 2008 (based upon a five-day average of the Common Stock price f
85
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In July 1998, the New Jersey Economic Development Authority issued approximately $140,500 of Economic Development Bonds. On
Economic Development Bonds issued in 1998 and issued approximately $108,940 of replacement Economic Development Bonds. The Compa
May 2001 and terminating on the date of the final payment of the bonds. Such PILOT payments are treated as real estate tax expense in the cons
with the bond year ended April 1, 2001 was $8,925 and increases 10.0% every five years until the final payment is made. The Company has provid
tax payments achieve $5,600 annually; any such payments made by the Company are subject to refund from future franchise tax payments. Throug
The Company has reserved $408 in relation to a contingency associated with the sale of Loyal Plaza, a community center sold in 2002, rela
The Company is involved in lawsuits, claims and proceedings, which arise in the ordinary course of business. The Company is not pres
Contingencies,” the Company makes a provision for a liability when it is both probable that a liability has been incurred and the amount of the lo
Company does not expect any such legal actions to have a material adverse effect on the Company’s consolidated financial condition or results of
16. Stock Based Compensation
Restricted Common Stock
Shares of restricted Common Stock are granted pursuant to GRT’s 2004 Amended and Restated Incentive Compensation Plan (the “2004
third installments over a period of five (5) years beginning on the third anniversary of the grant date. The restricted Common Stock value is d
Common Stock represents an incentive for future periods, the Company recognizes the related compensation expense ratably over the applicable v
The related compensation expense recorded for the years ended December 31, 2008, 2007 and 2006 was $787, $845 and $560, respectively.
to recognize in future periods is $2,222 over a weighted average period of 3.3 years. During the years ended December 31, 2008, 2007 and 2006 the
A summary of the status of Restricted Common Stock at December 31, 2008, 2007 and 2006 and changes during the years ending on those
Activity for the Year

2008 2
Weighted
Average
Restricted Grant Date Restricted
Shares Fair Value Shares
Outstanding at beginning of year 112,388 $ 26.180 84,445
Shares granted 90,333 $ 10.940 43,500
Shares vested (15,556) $ 24.346 (15,557
Shares forfeited - $ - -
Shares outstanding 187,165 $ 18.977 112,388
86
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Long Term Incentive Awards
During the first quarter of 2007, the Company adopted a new Long Term Incentive Plan for Senior Executives (the “Incentive Plan”). At t
senior executive officers. The total number of performance shares allocated to all participants was 104,300.
The compensation costs recorded relating to the Incentive Plan were calculated in accordance with SFAS No. 123(R) and were calculated
yield of 7.05%. The fair value of the unearned portion of the performance share awards was determined utilizing the Monte Carlo simulation techn
below). The fair value of the performance shares allocated under the Incentive Plan was determined to be $18.79 per share for a total compensation
Whether or not a participant receives performance shares under the Incentive Plan is determined by: (i) the outcome of the Company’s
Shares”) during the period of January 1, 2007 to December 31, 2009 (the “Performance Period”) as compared to the TSR for the common shares
Group”) and (ii) the timely payment of quarterly dividends by the Company during the Performance Period on its Common Shares at dividend rates
During 2008, the Company made a change in its dividend policy which precluded the Company from satisfying the Dividend Criterio
compensation expense of $555 that was recorded prior to the dividend change was reversed during the first quarter of 2008. There were no aw
(expense) related to the Incentive Plan for the years ended December 31, 2008 and 2007 was $555 and $(555), respectively.
17. Share Option Plans
GRT has established the 1997 Incentive Plan (the “Incentive Plan”) and the 2004 Incentive Compensation Plan (“2004 Plan”) for the purp
Incentive Plan and the 2004 Plan are collectively referred to as the “Plans”). There are 579,279 options outstanding under the Incentive Plan of
569,536 are exercisable.
Options granted under the Company’s share option plans generally vest over a three-year period, with options exercisable at a rate of 33.3
expire on the tenth anniversary of the grant date. The fair value of each option grant is estimated on the date of the grant using the Black-Schole
expense recorded related to the Company’s share option plans was $232, $477 and $348 for the year ended December 31, 2008, 2007 and 2006, resp
recognize in future periods is $188.
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A summary of the status of the Company’s Plans at December 31, 2008, 2007 and 2006 and changes during the years ending on those date
2008
Weighted
Average
Exercise
Option Plans: Options Price Options
Outstanding at beginning of year 1,411,097 $ 24.013 2,132,132
Granted 121,750 $ 10.940 162,750
Exercised - $ - (841,032
Forfeited (107,004) $ 22.053 (42,753
Outstanding at end of year 1,425,843 $ 23.044 1,411,097
Exercisable at end of year 1,148,815 $ 23.803 1,021,475
The fair value of each option grant was estimated on the date of the grant using the Black-Scholes options pricing mode. The weighted
grants is listed below:
2008
Weighted average per share value of options granted $ 0
Weighted average risk free rates
Expected average lives in years 5
Annual dividend rates $ 1.28
Weighted average volatility 2
The Company uses the following methods to determine its significant assumptions as it relates to calculating the fair value of options: Th
the options are granted. The expected lives are calculated by using historical activity from options granted to the end of the previous year. The ann
weighted average volatility percentage is primarily calculated by using a rolling 5 year period ending on the date of the new options granted.
The following table summarizes information regarding the options outstanding at December 31, 2008 under the Company’s Plans.
Options Outstanding
Weighted
Average Weighted
Number Remaining Average
Range of Outstanding at Contractual Exercise
Exercise Prices December 31, 2008 Life Price
$15.000 2,000 0.2 $15.000
$12.280 – $27.280 164,101 1.4 $24.799
$14.750 30,982 2.2 $14.750
$17.610 62,503 3.2 $17.610
$18.930 – $22.360 157,506 4.2 $19.068
$19.560 – $26.690 265,750 5.3 $25.403
$24.740 – $25.670 229,084 6.2 $25.562
$25.220 – $25.650 268,167 7.4 $25.236
$21.450 – $27.280 132,500 8.2 $27.048
$10.940 113,250 9.2 $10.940
1,425,843 5.7 $23.044
88
Table of Contents
TO CONSOLIDATED FINANCIAL STATEMENTS – contin

All options granted under the Plans, except the number of options noted as exceptions, are exercisable over a three-year period. The thr
the first anniversary of the date of grant and will remain exercisable through the tenth anniversary of such date. Exceptions to this vesting schedul
anniversary of date granted. The number of options that are exercisable immediately are 18,000 shares granted under the 2004 Plan in 2007 and 200
2008. The aggregate intrinsic value of those options outstanding and those options exercisable as of December 31, 2008 was $1,671 and $1,273, res
The following table summarizes the intrinsic value of options exercised and fair value of options vested for the three years ended Decembe
For the year ended

December 31, 2008 D
Aggregate intrinsic value of options exercised $ - $
Aggregate fair value of options vested $ 294 $
18. Employee Benefit Plan – 401(k) Plan
In January 1996, the Company established a qualified retirement savings plan under Code 401(k) for eligible employees, which contains a c
of their compensation, subject to certain limitations. Employees 21 years old or above who have been employed by the Company for at least six m
deferrals of up to a maximum of 6% of qualified compensation were matched at 50.0%. Effective January 1, 2007, the Company’s 401(k) plan qual
required level that will permit highly compensated employees to defer the maximum amount and the plan is automatically in compliance for ac
December 31, 2007 and 2008 participants’ salary deferrals of qualified compensation were matched as follows: the first 3% of qualified compensatio
at 50%. The Company contributed $816, $744 and $417 to the plan in 2008, 2007 and 2006, respectively.
19. Distribution Reinvestment and Share Purchase Plan
The Company has a Distribution Reinvestment and Share Purchase Plan under which its shareholders may elect to purchase additiona
Shares. In order to fulfill its obligations under the plan, the Company may purchase Shares in the open market or issue Shares that have been reg
were authorized of which 315,872 Shares have been issued.
89
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TO CONSOLIDATED FINANCIAL STATEMENTS – contin

20. Earnings Per Share
The presentation of primary EPS and diluted EPS is summarized in the table below (shares in thousands):
For the Year

2008
Per
Income Shares Share Income
Basic EPS
Income from continuing operations $ 17,578 $ 14,649
Less: Preferred stock dividends (17,437) (17,437)
Add: Minority interest adjustments (1) - 1,764
Income (loss) from continuing operations $ 141 37,601 $ 0.00 $ (1,024)
Discontinued operations $ (809) $ 23,708

Less: Minority interest adjustment (1) - (1,764)
Discontinued operations $ (809) 37,601 $ (0.02) $ 21,944
Net (loss) income available to common shareholders $ (668) 37,601 $ (0.02) $ 20,920
Diluted EPS
Income from continuing operations $ 17,578 37,601 $ 14,649
Less: Preferred stock dividends (17,437) (17,437)
Add: Minority interest - 1,635
Operating Partnership Units 2,987
Options -
Restricted 174
Income (loss) from continuing operations $ 141 40,762 $ 0.00 $ (1,153)
Discontinued operations $ (809) 40,762 $ (0.02) $ 23,708

(Loss) income available to common shareholders before minority
interest $ (668) 40,762 $ (0.02) $ 22,555
(1) The minority interest adjustment reflects the reclassification of the minority interest expense from continuing to discontinued operatio
operations.
Options with exercise prices greater than the average share prices for the periods presented were excluded from the respective computati
number of such options was 1,426 and 329 for the years ended December 31, 2008 and 2006, respectively. All common stock equivalents have been
21. Fair Value of Financial Instruments
The carrying values of cash and cash equivalents, restricted cash, tenant accounts receivable, accounts payable and accrued expenses a
instruments. The carrying value of the Credit Facility is also a reasonable estimate of its fair value because it bears variable rate interest at curren
available to GRT for similar liabilities (ranging from 4.65% to 6.50% per annum at December 31, 2008 and from 5.58% to 7.85% at December 31, 2007
at December 31, 2008 and 2007, respectively. The fair value of the debt instruments considers in part the credit of GRT as an entity, and not just the
90
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22. Acquisitions
On October 9, 2007 the Company purchased Merritt Square Mall (“Merritt”) in Merritt Island, Florida for $84,000. The company purchas
with the remaining portion of the purchase price being paid in cash. The loan matures on September 1, 2015.
Intangibles, which were recorded at the acquisition date, associated with acquisitions of WestShore Plaza, Eastland Mall Ohio, Polaris
above-market leases of $9,638, a liability for acquired below-market leases of $24,370, an asset for tenant relationships of $4,156 and an asset for in p
amortized as a net increase to minimum rents on a straight-line basis over the lives of the leases with a remaining weighted average amortizatio
expense on a straight-line basis over the estimated life of 12.5 years. Amortization of the in place lease value is being recorded as amortization expe
period of 7.1 years. Net amortization for all of the acquired intangibles is an increase to net income in the amount of $264, $271 and $656 for the
above-market leases is $4,611 and $5,531 as of December 31, 2008 and 2007, respectively, and is included in the accounts payable and accrued liab
$11,766 and $15,407 as of December 31, 2008 and 2007, respectively, and is included in the accounts payable and accrued liabilities on the consolid
of December 31, 2008 and 2007, respectively, and is included in prepaid and other assets on the consolidated balance sheet. The net book value of
included in the developments, improvements and equipment on the consolidated balance sheet.
The table below shows the net amortization of intangibles as an increase to net income over the next five years as follows:
Net amortization of intangibles as an increase to net income will be as follows:
For the year ending December 31, 2009

23. Discontinued Operations
Financial results of Properties the Company sold in previous periods and Properties that the Company classifies as held-for-sale as
consolidated statements of operations. The table below summarizes key financial results for these operations:
2008
Revenues $
Operating expenses
Operating income
Interest expense, net
Costs associated with debt defeasance
Net (loss) income from operations
Gain on sale of assets
Impairment losses on real estate
Net (loss) income from discontinued operations $
91
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The impairment losses recorded in 2007 primarily relate to two of our held-for-sale Mall assets. The Great Mall of the Great Plains in
Charlotte, North Carolina (“Eastland”) had a $3,657 impairment. The additional impairment charge involving Great Mall primarily related to the C
anticipated sales price for the property. The impairment charge for Eastland was due to the change in the Company’s disposition plans for this M
the amount of the existing mortgage loan. In the fourth quarter of 2007 additional impairment charges were recorded to reduce the carrying value
would forfeit its rights to the Property.
The impairment losses recorded in 2006 primarily relate to three of our held-for-sale Mall assets. Montgomery Mall had impairment charg
charges of approximately $6,778.
24. Subsequent Events
On January 5, 2009 the Company sold Great Mall for $20,500. The proceeds were applied toward repayment of the $30,000 mortgage on th
Line of Credit.
On January 30, 2009, the Company entered into a loan agreement to borrow up to $47,000 (the “Loan”). The initial funding amount of the
to the execution of additional loan participation agreements. The Loan is represented by a promissory note secured by a first mortgage lien a
West Virginia. The Loan has a floating interest rate of LIBOR plus 3.50% per annum, subject to an interest rate floor of 5.50%, and a maturity date o
of principal and interest with all outstanding principal and accrued interest being due and payable at the maturity date. The agreement contains
along with additional borrowings on our line of credit, were used towards the payoff of the previous $46,065 loan that matured on February 1, 2009.
25. Interim Financial Information (unaudited)
First Secon
Year Ended December 31, 2008 Quarter Quarte
Total revenues $ 78,119 $
Operating income $ 25,261 $
Net income $ 4,098 $
Net (loss) income available to common shareholders $ (261) $
(Loss) earnings per share (diluted) $ (0.01) $
First Second
Year Ended December 31, 2007 Quarter Quarter
Total revenues $ 72,699 $
Operating income $ 25,008 $
Net income (loss) $ 5,467 $
Net income (loss) available to common shareholders $ 1,108 $
Earnings (loss) per share (diluted) $ 0.03 $
Total revenues and operating income for 2008 and 2007 are restated to reflect SFAS No. 144. Net income available to shareholders refl
reflects the income and loss from discontinued operations.
92
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SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATIO
as of December 31, 2008
Costs
Capitalized
Subsequent to Gross Amount
Initial Cost Acquisition Carried at Clos
Buildings and Improvements Buildings
Description and Location Encumbrances Improvements and Improvem
of Property [d] Land [a] Adjustments Land [b] [c]
MALL PROPERTIES
Ashland Town Center

Ashland, KY $ 23,701 $ 3,866 $ 21,454 $ 8,084 $ 4,054 $
Colonial Park Mall
Harrisburg, PA $ 42,250 9,765 43,770 2,129 9,704
Dayton Mall
Dayton, OH $ 54,015 9,068 90,676 36,948 8,710 1
Eastland Mall
Columbus, OH $ 43,000 12,570 17,794 30,354 12,555
Grand Central Mall
Parkersburg, WV $ 46,135 3,961 41,135 43,108 4,015
Indian Mound Mall
Newark, OH $ - 892 19,497 13,011 773
Jersey Gardens Mall
Elizabeth, NJ $ 153,260 32,498 206,478 31,093 34,479 2
Lloyd Center Mall
Portland, OR $ 128,779 47,737 115,219 34,577 38,566 1
The Mall at Fairfield Commons
Beavercreek, OH $ 105,686 5,438 102,914 20,709 6,949 1
The Mall at Johnson City
Johnson City, TN $ 37,827 4,462 39,439 17,251 4,405
Merritt Square
Merritt Island, FL $ 57,000 14,460 70,810 (1,350) 14,460
Morgantown Mall
Morgantown, WV $ 39,951 1,273 40,484 5,935 1,556
New Towne Mall
New Philadelphia, OH $ - 1,190 23,475 9,473 1,107
Northtown Mall
Blaine, MN $ 40,000 13,264 40,988 37,933 16,044
Polaris Fashion Place
Columbus, OH $ 137,144 36,687 167,251 29,983 40,981 1
River Valley Mall
Lancaster, OH $ 50,000 875 26,910 21,541 2,228
Supermall of Great NW
Auburn, WA $ 57,675 1,058 104,612 3,407 7,187 1
Weberstown Mall
Stockton, CA $ 60,000 3,237 23,479 9,319 3,298
Westshore Plaza
Tampa, FL $ 91,921 15,653 145,158 10,505 15,653 1
93
Table of Contents

Costs
Capitalized
COMMUNITY CENTERS
Morgantown Commons
Morgantown, WV $ - $ 175 $ 7,549 $ 13,340 $ - $
Polaris Town Center
Columbus, OH $ 39,423 19,082 38,950 (1,440) 19,082
CORPORATE ASSETS
Glimcher Properties Limited

Partnership $ - - 1,780 10,645 -
Lloyd Ice Rink
OEC $ - - - 187 -
University Mall Theater
OEC - - - 620 -
$
$ 237,211 $ 1,389,822 $ 387,362 $ 245,806 $ 1,7
DEVELOPMENTS IN PROGRESS
Ashland Town Center

Ashland, KY $ - $ - $ - $ 6,673 $ - $
Creekside Shoppes
Cincinnati, OH $ - - - 12,962 -
Eastland Mall- Former Macy's Store
Columbus, OH $ - - - 4,308 3,272
Georgesville Square
Columbus, OH $ - - - 514 46
Lloyd Center Mall
Portland, OR $ - - - 24,285 -
Northtown Mall
Blaine, MN $ - - - 554 -
Polaris Lifestyle
Columbus, OH $ - - - 27,818 4,660
The Mall at Johnson City Redevelopment
Johnson City, TN $ - - - 13,857 3,926
Vero Beach Fountains
Vero Beach, FL $ - - - 7,079 -
Other Developments - - - 5,759 -

$
$ - $ - $ 103,809 $ 11,904 $
94
Table of Contents

Costs
Capitalized
ASSETS HELD FOR SALE (f)
Ohio River Plaza

Gallipolis, OH $ - $ 502 $ 6,373 $ (486) $ 351 $
Great Mall of the Great Plains
Olathe, KS $ 30,000 15,646 101,790 (59,303) 12,321
Eastland Mall
Charlotte, NC 42,229 5,357 47,860 (8,613) 5,305
$
21,505 156,023 (68,402) 17,977
Total $ 258,716 $ 1,545,845 $ 422,769 $ 275,687 $ 1,9
Note: The total for buildings and improvements for the assets held for sale does not include deferred expenses of $1,342 that appear on the Balance Sheet.
95
Table of Contents
NOTES TO SCHEDULE III

(a) Initial cost for constructed and acquired property is cost at end of first complete calendar year subsequent to opening or acquisition.
(b) The aggregate gross cost of land as of December 31, 2008.
(c) The aggregate gross cost of building, improvements and equipment as of December 31, 2008.
(d) See description of debt in Note 5 of Notes to Consolidated Financial Statements.
(e) Depreciation is computed based upon the following estimated weighted average composite lives: Buildings and improvements-40
years; equipment and fixtures-3 to 10 years.
(f) Properties were held for sale at December 31, 2008. The total for building and improvements for the assets held-for-sale excludes the
deferred costs of $1,342 that appear on the consolidated balance sheet.
Reconciliation of Real Estate
Year Ended December 31,

2008 2007 2006
Balance at beginning of year $ 2,039,701 $ 1,976,887 $ 2,211,614
Additions:
Improvements 97,740 101,814 79,512
Acquisitions - 90,365 61,276
Deductions (19,237) (129,365) (375,515)
Balance at close of year $ 2,118,204 $ 2,039,701 $ 1,976,887
Reconciliation of Accumulated Depreciation
Year Ended December 31,

2008 2007 2006
Balance at beginning of year $ 500,710 $ 483,115 $ 470,397
Depreciation expense and other 75,952 71,559 70,281
Deductions (10,768) (53,964) (57,563)
Balance at close of year $ 565,894 $ 500,710 $ 483,115
96
Exhibit 10.102
LOAN AGREEMENT
Between
MORGANTOWN MALL ASSOCIATES LIMITED PARTNERSHIP
as the Borrower
and
FIRST COMMONWEALTH BANK
as the Bank
Dated as of October 8, 2008

TABLE OF CONTENTS
Page
INDEX OF SCHEDULES iii
ARTICLE 1. DEFINITIONS AND OTHER CONVENTIONS 1

1.1 Defined Terms 1
1.2 Rules of Construction 11
ARTICLE 2. THE LOAN 12

2.1 The Loan 12
2.2 Payments and Prepayments 12
2.3 Method of Payments 13
2.4 Loan Account 13
2.5 Extension Period 13
2.6 Yield Protection; Changes in Law 14
2.7 Capital Adequacy 14
ARTICLE 3. REPRESENTATIONS AND WARRANTIES 15

3.1 Existence 15
3.2 Equity Ownership 15
3.3 Power and Authority 15
3.4 Validity and Binding Effect 15
3.5 No Conflict or Violation 15
3.6 Liabilities 16
3.7 Material Adverse Change; Events of Default; Violations 16
3.8 Litigation 16
3.9 Compliance with Laws 16
3.10 Matters Relating to the Collateral 16
3.11 Insurance 19
3.12 Consents and Approvals 19
3.13 Federal Reserve Regulations 19
3.14 Investment Company Act; Other Regulations 19
3.15 Assets of each Borrower 19
3.16 Violation of Anti-Terrorism Laws 19
3.17 Blocked Persons 20
3.18 Full Disclosure 20
ARTICLE 4. AFFIRMATIVE COVENANTS 20

4.1 Use of Proceeds 20
4.2 Delivery of Financial Statements and Other Information 20
4.3 Preservation of Existence; Qualification 21
4.4 Compliance with Laws, Property Restrictions, Contracts and Leases 21
4.5 Accounting System; Books and Records 22
4.6 Payment of Taxes and Other Liabilities 22
4.7 Establishment of Certain Accounts 22
4.8 Insurance 25
4.9 Maintenance of Collateral 25
4.10 Indemnification 25
4.11 Roof Replacement Escrow Account 26
4.12 Further Assurances; Power of Attorney 26
4.13 Debt Service Coverage Ratio 26
-i-
ARTICLE 5. NEGATIVE COVENANTS 27

5.1 Indebtedness 27
5.2 Encumbrances 27
5.3 Liquidations, Mergers, Consolidations, Acquisitions, Sales of Interests 27
5.4 Organizational Matters 27
5.5 Dispositions of Assets 27
5.6 Use of Real Estate Collateral 28
5.7 Change of Business 28
5.8 Lease Amendments 28
5.9 Publicity 28
5.10 Ownership or Acquisition of Assets 28
5.11 Distributions 28
5.12 Lease of Building 28
5.13 Affiliate Transactions 29
ARTICLE 6. CONDITIONS PRECEDENT 29

6.1 Conditions to the Loan 29
6.2 Conditions to Making First Disbursement 29
ARTICLE 7. EVENTS OF DEFAULT; REMEDIES 33

7.1 Events of Default 33
7.2 Remedies 35
ARTICLE 8. GENERAL PROVISIONS 36

8.1 Amendments and Waivers 36
8.2 Taxes 36
8.3 Expenses and Fees 36
8.4 Notices 37
8.5 Set-Off 38
8.6 Interest Limitation 38
8.7 No Third Party Rights 38
8.8 Participations and Assignments 39
8.9 Successors and Assigns 39
8.10 Severability 39
8.11 Survival 39
8.12 Funds Transfer Authorization and Indemnification 39
8.13 GOVERNING LAW 40
8.14 FORUM 40
8.15 DISCLAIMER REGARDING POWER OF ATTORNEY 41
8.16 Non-Business Days 41
8.17 Integration 41
8.18 Counterparts 41
8.19 WAIVER OF JURY TRIAL 41
-ii-
INDEX OF SCHEDULES
Schedule
Designation Description
1.1 Legal Description of Morgantown Commons

1.2 Proposed Locations of Outlots
3.2 Ownership Structure
3.8 Litigation
3.10a Existing Permitted Encumbrances
5.1 Other Indebtedness
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LOAN AGREEMENT
THIS LOAN AGREEMENT, dated as of October 8, 2008, is entered into by and between MORGANTOWN MALL ASSOCIATES
LIMITED PARTNERSHIP, an Ohio limited partnership (the "Borrower"), and FIRST COMMONWEALTH BANK (the "Bank").
RECITALS:
WHEREAS, The Borrower has applied to the Bank for a loan in a principal amount not to exceed the lesser of (i) $40,000,000.00, or (ii)
the amount determined based on a 75% Loan to Value Ratio (the "Loan"); and
WHEREAS, the Borrower intends to use the proceeds from the Loan to refinance existing debt associated with the facility known as
the Morgantown Mall and located in Westover Township, Monongalia County, West Virginia (the "Building" and together with the Land (as
hereafter defined), collectively, the "Property"); and
WHEREAS, the Bank is willing to make the Loan upon the terms and conditions set forth in this Agreement and the other Loan
Documents.
NOW, THEREFORE, in consideration of the foregoing recitals (each of which is incorporated herein by reference) and the mutual
promises contained herein and other valuable consideration, the receipt and adequacy of which are hereby acknowledged, and with the intent
to be legally bound hereby, the parties hereto agree as follows:
ARTICLE 1. DEFINITIONS AND OTHER CONVENTIONS
1.1 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below or in the Section or
Subsection of this Agreement referred to, unless the context otherwise requires:
Affiliate: As to any Person, any other Person which directly or indirectly through one or more intermediaries Controls, is Controlled
by, or is under common Control with, such Person.
Agreement: This Loan Agreement and all exhibits, schedules, extensions, renewals, amendments, substitutions and replacements
hereto and hereof.
Anchor Tenants: Shall mean, collectively, Sears, Roebuck & Co., J. C. Penney Company, Inc., The Elder-Beerman Stores Corp., and
Belk, Inc. and each future replacement Tenant for any of the aforementioned.
Anti-Terrorism Laws: Shall mean any laws relating to terrorism or money laundering, including Executive Order No. 13224, the
Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law
107-56, the laws comprising or implementing the Bank Secrecy Act, and the laws administered by the United States Treasury Department's
Office of Foreign Asset Control (as any of the foregoing laws may from time to time be amended, renewed, extended, or replaced).
Appraisal: A USPAP appraisal of the Real Estate Collateral addressed to the Bank and furnished by an independent appraiser
satisfactory to the Bank.
Assignment of Leases and Rents: The Assignment of Leases and Rents executed by the Borrower in connection herewith, and all
exhibits, schedules, extensions, renewals, amendments, substitutions and replacements thereto and thereof.
Assignment of Management Agreement: The Assignment of Management Agreement (which shall assign the Management
Agreement to the Bank) executed by the Borrower and the Property Manager in connection herewith, together with all extensions, renewals,
amendments, substitutions and replacements thereto and thereof.
Bank: First Commonwealth Bank, and its successors and assigns.
Bank's Lien: The first and prior perfected liens and security interests granted by the Borrower to the Bank pursuant to the Security
Documents.
Blocked Person: Shall mean a Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No.
13224; (2) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the
provisions of, Executive Order No. 13224; (3) a Person with which any financial institution is prohibited from dealing or otherwise engaging in
any transaction by any Anti-Terrorism Law; (4) a Person that commits, threatens or conspires to commit or supports "terrorism" as defined in
Executive Order No. 13224; (5) a Person that is named as a "specially designated national" on the most current list published by the U.S.
Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication
of such list, or (6) a Person who is affiliated or associated with any of the foregoing.
Borrower: Shall mean Morgantown Mall Associates Limited Partnership, an Ohio limited partnership.
Building: This term shall have the meaning given it in the preamble hereto.
Business Day: A day other than a Saturday or a Sunday on which the Bank is open for business at its main office in Indiana,
Pennsylvania.
Change in Ownership: Any event or series of events which results in any change of ownership of any equity interests in
Borrower. A change in ownership does not include any change of ownership of any equity interests in Guarantor.
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Closing Date: October 14, 2008, or such other date as is mutually agreeable to the parties hereto.
Collateral: Collectively, all of the Borrower's right, title and interest in and to all of the assets of the Borrower described in the
Security Documents.
Control: The possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a
Person, whether through the ownership of voting securities, partnership interests, other equity interests, by contract or otherwise, including
the power to elect a majority of the directors of a corporation or trustees of a trust, as the case may be.
Debt Service Coverage Ratio: The ratio of (i) the Borrower's Net Operating Income for the twelve (12) calendar month
period immediately preceding the date of calculation, to (ii) the Borrower's scheduled payments of principal and interest on its Indebtedness
for the twelve (12) calendar month period immediately following such calculation, all determined in accordance with GAAP consistently
applied.
Deed of Trust: The Deed of Trust and Security Agreement executed by the Borrower in connection herewith, together with all
extensions, renewals, amendments, substitutions and replacements thereto and thereof covering the real property and the improvements
thereon commonly known as the Morgantown Mall located in Westover Township, West Virginia.
Default: Any condition, event, omission or act which with the giving of notice, the passage of time or both would constitute an
Event of Default.
Default Rate: The rate of interest in effect during an Event of Default, as described in the Note.
Dollars or $: The legal tender of the United States of America.
Eligible Institution: Shall mean a federal or state chartered depository

institution or trust company insured by the Federal Deposit Insurance Corporation the short term unsecured debt obligations or
commercial paper of which are rated at least A-1 by S&P, P-1 by Moody's and F-1+ by Fitch in the case of accounts in which funds are held
for thirty (30) days or less or, in the case of Letters of Credit or accounts in which funds are held for more than thirty (30) days, the long term
unsecured debt obligations of which are rated at least "AA" by Fitch and S&P and "Aa2" by Moody's.
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Encumbrance: Any security interest, mortgage, deed of trust, charge, pledge, hypothecation, security assignment, deposit
arrangement, encumbrance, lien (statutory or other), preference, priority or other security agreement or preferential arrangement of any kind or
nature whatsoever (including, without limitation, any conditional sale or other title retention agreement, and the filing of any financing state-
ment under the Uniform Commercial Code), whether or not voluntarily given.
Environmental Indemnity Agreement: The Environmental Indemnity Agreement executed by the Borrower and the Guarantor on or
about the Closing Date in connection herewith, and all extensions, renewals, amendments, substitutions and replacements thereto and thereof.
Environmental Law: This term shall have the meaning given it in the Environmental Indemnity Agreement.
Event of Default: Any of the events specified in Section 7.1.
Facility Fee: The fees described in Section 2.1b.
Fiscal Quarter: Each three-month fiscal period of a Loan Party beginning respectively on each successive January 1, April 1, July 1,
and October 1 during the term hereof and ending on the immediately succeeding March 31, June 30, September 30, and December 31,
respectively ..
Fiscal Year: Each annual period of any Loan Party beginning January 1 and ending December 31 during the term hereof.
GAAP: Generally accepted accounting principles which are consistent with the principles promulgated or adopted by the Financial
Accounting Standards Board, its predecessors and its successors, consistently applied.
General Partner: Shall mean Glimcher Morgantown Mall, Inc., a Delaware corporation.
Governmental Approval: Any order, consent, authorization, right, license, validation, approval or permit issued by a Governmental
Authority required to be obtained by the Borrower or issued by a Governmental Authority in connection with the ownership, operation,
maintenance, use, leasing, occupancy and management of the Real Estate Collateral and all extensions, renewals, amendments, substitutions
and replacements thereto and thereof.
Governmental Authority: The government of the United States or the government of any state or locality therein, any political
subdivision or any governmental, quasi-governmental, judicial, public or statutory instrumentality, authority, body or entity or other
regulatory bureau, authority, body or entity of the United States or any state or locality therein, including but not limited to any environmental
agency, zoning board, planning commission or any comparable authority.
Governmental Rule: Any present or future law, statute, rule, regulation, permit, license, treaty, ordinance, order, writ, injunction,
decree, judgment, guideline, award, standard, directive, decision, code, or other legal requirement of any Governmental Authority, and all
amendments thereto.
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Guarantor: Shall mean Glimcher Properties Limited Partnership, a Delaware limited partnership.
Guaranty Agreement: The Guaranty and Suretyship Agreement executed by the Guarantor in connection herewith, together with all
extensions, renewals, amendments, substitutions and replacements thereto and thereof.
Improvements: Collectively, any structure constructed on any portion of the Real Estate Collateral and all additions, replacements,
renovations, modifications, substitutions or other improvements thereto or thereof at any time.
Indebtedness: Individually and collectively, (i) all obligations and indebtedness for borrowed money, (ii) all obligations evidenced by
bonds, debentures, notes or similar instruments, (iii) all obligations under conditional sale or other title retention agreements, (iv) all
obligations issued or assumed as the deferred purchase price of property or services, (v) all capitalized lease obligations, (vi) the face amount
of all letters of credit, (vii) all obligations of others secured by any Encumbrance on property or assets of the Borrower, whether or not the
obligations secured thereby have been assumed and (viii) all guarantees and other obligations to guaranty, assume or remain liable for the
payment of another Person's obligations.
Indemnified Person: Any of the Bank, any entity controlling the Bank, their respective successors and assigns, and any of their
respective officers, directors, employees and agents.
Internal Revenue Code: The Internal Revenue Code of 1986 or any successor legislation thereto, and the rules and regulations
issued or promulgated thereunder, including any amendments to any of the foregoing.
Inspecting Engineer: Shall mean such Person as the Bank may designate from time to time to inspect the condition of the Real Estate
Collateral and perform other services in connection with the Loan on behalf of the Bank.
Land: The land described in Exhibit "A" to the Deed of Trust.
Lease: Any lease or sublease for any portion of the Building, or any other agreement creating a right to use any portion of the Real
Estate Collateral entered into from time to time, and all exhibits, schedules, extensions, renewals, amendments, substitutions and replacements
to and of any of the foregoing, together, collectively the “Leases”.
Letter of Credit: Shall mean an irrevocable, unconditional, transferable, clean sight draft letter of credit reasonably acceptable to
Bank (either an evergreen letter of credit or one which does not expire until at least thirty (30) Business Days after the Maturity Date) in favor
of Bank and entitling Bank to draw thereon, issued by a domestic Eligible Institution or the U.S. agency or branch of a foreign Eligible
Institution. If at any time the institution issuing any such Letter of Credit shall cease to be an Eligible Institution, Bank shall have the right
immediately to draw down the same in full and hold the proceeds of such draw in accordance with the applicable provisions hereof.
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Loan: Shall have the meaning set forth in the preamble hereto.
Loan Account: The loan account referred to in Section 2.4.
Loan Amount: The lesser of (i) $40,000,000, or (ii) the amount determined based on a 75% Loan to Value Ratio.
Loan Documents: Any of this Agreement, the Note, all Security Documents, the Environmental Indemnity Agreement, any non-
disturbance agreements requested by the Bank from time to time, any written authorization to transfer funds, and all other documents and
instruments executed and delivered from time to time by any Loan Party to govern, evidence, perform or secure the Obligations, including any
Rate Management Agreement entered into by and between the Bank and the Borrower in connection with the Loan, and all extensions,
renewals, amendments, substitutions and replacements thereto and thereof.
Loan Party: The Borrower and Guarantor.
Loan Parties: Shall mean collectively the Borrower and the Guarantor.
Loan-to-Value Ratio: The ratio of the maximum amount of the Loan to the appraised value of the Property, as shown in the
Appraisal.
Lockbox Account: The U.S. post office lockbox and related deposit account established pursuant to Section 4.7(b)(ii) by the
Borrower at the Bank for deposit of all rental and other payments due to the Borrower in connection with the operation and leasing of the Real
Estate Collateral in accordance with Section 4.7 hereof.
Lockbox Agreement: The Lockbox Service Agreement executed by the Borrower pursuant to Section 4.7(b)(ii), together with all
extensions, renewals, amendments, substitutions and replacements thereto and thereof.
Management Agreement: The Management Agreement entered into by and among the Borrower, the Property Manager and the
Guarantor in effect as of the Closing Date for the Real Estate Collateral.
Material Adverse Change: Any set of circumstances or events which (i) has or could reasonably be expected to have any material
adverse effect whatsoever upon the validity or enforceability of any of the Loan Documents, (ii) is or could reasonably be expected to be
material and adverse to the business, properties, assets, financial condition, results of operations of the Borrower, (iii) impairs materially or
could reasonably be expected to impair materially the ability of any Loan Party to duly and punctually pay or perform the Obligations or any of
their obligations pursuant to any Loan Documents to which it is a party, or (iv) impairs materially or could reasonably be expected to impair
materially the ability of the Bank to enforce the Bank's legal remedies pursuant to the Loan Documents.
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Material Adverse Effect: An effect that results in or causes or has a reasonable likelihood of resulting in or causing a Material
Adverse Change.
Maturity Date: October 13, 2011, or if such date is not a Business Day, the next preceding Business Day, as the same may be
extended pursuant to the terms of Section 2.5.
Morgantown Commons shall mean the Morgantown Commons retail complex, the legal description for which is set forth in Schedule
1.1 hereto.
Net Operating Income shall mean Operating Income from the Real Estate Collateral less Operating Expenses for the Real Estate
Collateral.
Note: The term note in the principal amount of $40,000,000 executed by the Borrower in connection herewith and delivered to the
Bank to evidence the Loan, together with all extensions, renewals, amendments, substitutions and replacements thereto and thereof.
Obligations: Collectively, (i) all unpaid principal and accrued and unpaid interest (including interest calculated at the Default Rate
and interest accruing after the date of commencement of any case or proceeding of the type described in Section 7.1c, whether or not the
Bank's claim for such interest is allowed in such case or proceeding) under the Loan and the Note, (ii) all accrued and unpaid fees hereunder or
any of the other Loan Documents, (iii) any other amounts due hereunder and under any of the other Loan Documents, including all
reimbursements, indemnities, fees, costs, expenses, prepayment premiums (if any) and other obligations of the Borrower to the Bank or any
Indemnified Person hereunder or under any of the other Loan Documents, (iv) all reasonable out-of-pocket costs and expenses incurred by the
Bank in connection with this Agreement and the other Loan Documents, including but not limited to the reasonable fees and expenses of the
Bank's counsel, and (v) any Rate Management Obligations with the Bank.
Operating Expenses shall mean the expenses incurred by Borrower with respect to the ownership, operation, leasing and occupancy
of, or otherwise associated with, the Real Estate Collateral in the normal course of business, determined in accordance with generally accepted
accounting principles ("GAAP") applied on a consistent basis, including, but not limited to, the following:
(a) personal property and real estate taxes;

(b) sales taxes or any tax on rents;
(c) payroll taxes and employee benefits;
(d) costs of utilities;
(e) maintenance, repair and custodial costs;
(f) premiums payable for insurance;
(g) office supplies, other administrative expenses and professional fees;
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(h) advertising and marketing;
(i) telephone;
(j) garbage;
(k) landscaping;
(l) an allowance for income items which are determined to be uncollectible;
(m) any compensation or fees paid to managing agents under the Management Agreement; and
(n) payments made to the reserve account as required by the Deed of Trust.
Notwithstanding anything contained herein, Operating Expenses shall not include:
(o) expenses incurred in preparing space for occupancy by tenants;

(p) foreign, U.S., state and local income taxes, franchise taxes or other taxes based on income;
(q) depreciation, amortization and any other non-cash deduction of Borrower for income tax purposes;
(r) payments of principal or interest on or fees or other charges related to any loan made to Borrower, including, without
limitation, the Loan;
(s) except as set forth in the Management Agreement, any compensation or fees paid to leasing agents, brokers or other third
parties, whether or not affiliates of Borrower;
(t) any improvements of a capital nature (as determined in accordance with generally-accepted accounting principles); and
(u) any expenses paid out of any reserve account, as to which the deposit in such reserve account has already been included
within Operating Expenses.
Operating Income shall mean all gross income, revenues and consideration of whatever nature, received by or paid to or for the
account or benefit of Borrower, whether received by Borrower or any of its agents, or employees, or any affiliate of Borrower, its agents or
employees, from any and all sources, resulting from or attributable to the ownership, operation, leasing and occupancy of the Real Estate
Collateral, determined in accordance with GAAP applied on a consistent basis, including, but not limited to, any and all of the following:
(a) gross, fixed, minimum, guaranteed, percentage and other additional rentals payable by lessees, assignees or subtenants under
any Leases and all other tenants or occupants of the Real Estate Collateral (collectively, the "Leases") under any Leases and occupancy
agreements, and all amendments, extensions and renewals thereof, covering any portion of the Real Estate Collateral;
(b) amounts payable by Lessees on account of maintenance or service charges, taxes, assessments, utilities, air conditioning and
heating, and other administrative, management, operating, leasing and maintenance expenses for the Real Estate Collateral;
(c) late charges and interest payable on rentals;
(d) rents and receipts from licenses, concessions, vending machines and similar items;
(e) other fees, charges or payments not denominated as rental but payable in connection with the rental or other occupancy of
space in the Real Estate Collateral;
(f) payments made as consideration in whole or in part for the cancellation, modification, extension or renewal of Leases; and
(g) proceeds of any rental or business interruption insurance.
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Outlots: Those portions of the Real Estate Collateral identified on Schedule 1.2 hereto.
Permitted Encumbrance: Any of the following:
(i) As of the Closing Date:

(A) the Bank's Lien;
(B) Matters shown on Schedule B to the Title Policy which have been determined by the Bank to be acceptable; and
(C) Matters shown on Schedule 3.10a hereto.
(D) Matters set forth in that certain Declaration of Access, Sanitary Sewer, Storm Water and Sign Easements executed and
recorded by the Borrower contemporaneously herewith.
(ii) After the Closing Date:

(A) The matters listed in item (i) above;
(B) Liens on any of the Collateral for taxes, assessments, governmental charges or levies (other than taxes, assessments,
governmental charges or levies that are pursuant to any Environmental Law or those which are at the time due and payable) if they can
thereafter be paid without penalty or are being contested in good faith by appropriate actions or proceedings diligently conducted, with
respect to which the Borrower has set aside adequate reserves in accordance with GAAP, and which do not at any time exceed an aggregate
Dollar amount of $150,000.00;
(C) Pledges or deposits to secure payment of workers' compensation obligations, unemployment and other insurance,
deposits or indemnities to secure public or statutory obligations or for similar purposes, and deposits or indemnities relating to utilities and
otherwise customary in connection with the business of the Borrower;
(D) Any liens arising out of a judgment or award against the Borrower, as to which enforcement has been stayed and the
Borrower is prosecuting an appeal or proceeding for review in good faith by appropriate actions or proceedings diligently conducted and with
respect to which the Borrower has, in the judgment of the Bank, created adequate reserves or has adequate insurance protection; provided;
however, that at no time may the aggregate Dollar amount of such judgment liens exceed $250,000.00;
(E) Security interests in favor of lessors of personal property, which property is the subject of a true lease between such
lessor and the Borrower;
(F) Purchase money security interests in equipment, in personal property added to and affixed to the Building and
vehicles;
(G) A junior lien on the Collateral in favor of the Bank as security for other loans made by the Bank to the Borrower from
time to time, and liens on assets and properties of the Borrower (other than the Collateral) in favor of the Bank to secure other Indebtedness
owed by the Borrower to the Bank; and
(H) Other Encumbrances to which the Bank has given its prior written consent;
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provided, however, that no Encumbrance described in items (ii) (B) through (G), inclusive, above shall be permitted to exist if in the Bank's
reasonable judgment such Encumbrance has a Material Adverse Effect on, or threatens to have a Material Adverse Effect on, the Bank's Lien
or the value of the Real Estate Collateral.
Person: Any individual, partnership, corporation, trust, joint venture, unincorporated organization, limited liability company,
Governmental Authority or other entity.
Property: This term shall have the meaning given it in the second recital to this Agreement.
Property Manager: Glimcher Development Corporation or any successor property and leasing manager for the Property.
Property Restriction: Any right-of-way, easement, deed restriction or other restriction, whether contractual or otherwise, relating to
or affecting the ownership, operation or leasing of the Real Estate Collateral (other than Permitted Encumbrances).
Rate Management Agreement: Any agreement, device or arrangement which is related to the Property, providing for payments
which are related to fluctuations of interest rates, exchange rates, forward rates, or equity prices, including, but not limited to, dollar-
denominated or cross-currency interest rate exchange agreements, forward currency exchange agreements, interest rate cap or collar protection
agreements, forward rate currency or interest rate options, puts and warrants, and any agreement pertaining to equity derivative transactions
(e.g., equity or equity index swaps, options, caps, floors, collars and forwards), including without limitation any ISDA Master Agreement
between Borrower and Bank, and any schedules, confirmations and documents and other confirming evidence between the parties confirming
transactions thereunder, all whether now existing or hereafter arising, and in each case as amended, modified or supplemented from time to
time.
Rate Management Obligations: Any and all obligations of Borrower to Bank or any affiliate of the Bank, whether absolute,
contingent or otherwise and howsoever and whensoever (whether now or hereafter) created, arising, evidenced or acquired (including all
renewals, extensions and modifications thereof and substitutions therefore), under or in connection with (i) any and all Rate Management
Agreements, and (ii) any and all cancellations, buy-backs, reversals, terminations or assignments of any Rate Management Agreement.
Rent Roll: All leases on Property's rent roll that are not cancelable by the Borrower on 30 days or less notice.
Real Estate Collateral: All of the Building, the Land, all Improvements thereon, and all other property located on or affixed to such
Land.
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Roof Replacement Escrow Account: The interest bearing deposit account maintained with the Bank and funded by the Borrower in
accordance with Section 4.11 hereof.
Security Agreement: The Security Agreement and Collateral Assignment executed by the Borrower in connection herewith, together
with all extensions, renewals, amendments, substitutions and replacements thereto and thereof.
Security Document: Any of (i) the Deed of Trust, (ii) the Assignment of Leases and Rents, (iii) the Security Agreement, (iv) all
additional documents and instruments entered into from time to time for the purpose of securing the Obligations, (v) any and all ancillary
documents and instruments relating to any of the foregoing, such as Uniform Commercial Code financing statements, and (vi) all extensions,
renewals, amendments, substitutions and replacements to and of any of the foregoing.
Settlement Statement: The settlement statement prepared on the Closing Date by Lawyers Title Insurance Company in connection
with the refinance by the Borrower of existing Indebtedness relating to the Real Estate Collateral.
SNDA/Estoppel: Any Non-Disturbance, Attornment, Estoppel and Subordination Agreement executed by a tenant of the Building for
the benefit of the Bank pursuant to which the tenant certifies to the Bank the accuracy of certain information relating to such tenant's Lease for
the Building and confirms the subordination of such lease to the lien of the Deed of Trust, which must be satisfactory to the Bank.
Survey: The ALTA/ACSM Land Title Survey of the Land prepared by Freelance Technical Associates and reviewed in connection
with the Loan.
Tax and Insurance Escrow Account: The interest bearing deposit account, if any, maintained with the Bank and funded by the
Borrower in accordance with Section 4.7a hereof, and the Deed of Trust.
Title Policy: The title insurance policy issued by Lawyers Title Insurance Company, meeting the requirements of Section 6.2b(v)
hereof.
UCC or Uniform Commercial Code: The Uniform Commercial Code as enacted in the Commonwealth of Pennsylvania, in effect on
the Closing Date and as amended from time to time.
1.2 Rules of Construction. In this Agreement and the other Loan Documents (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 Agreement or such other Loan Document as a whole and not to any particular provision of this Agreement or such other Loan Document,
(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 Agreement or such other Loan Document, (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 references to 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
Agreement and the other Loan Documents are intended for convenience only and shall not affect the meaning or construction of this
Agreement or such other Loan Document.
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ARTICLE 2. THE LOAN
2.1 The Loan.
2.1a Loan to Borrower. The Bank agrees, subject to the terms and conditions hereof and relying on the representations and warranties
herein set forth, to advance an amount not to exceed the Loan Amount on the Closing Date. The Borrower shall execute and deliver to the
Bank on the Closing Date a Note in the amount of $40,000,000.00 in form and substance satisfactory to the Bank to evidence the indebtedness
under the Loan.
2.1b Commitment Fee. On the Closing Date, the Borrower shall pay to the Bank a Facility Fee in an amount equal to $400,000, or the
portion of such fee not previously paid to the Bank. The Facility Fee shall be fully earned when paid and shall be nonrefundable, regardless of
the amount of the Loan advanced or any subsequent prepayment of the Loan.
2.2 Payments and Prepayments.
2.2a Payments of Principal and Interest. Payments of principal and interest hereunder shall be calculated and made in accordance with
the Note.
2.2b Prepayments. Upon two (2) Business Days' prior written notice to Bank, the Borrower may prepay amounts owing under the Note at
any time and from time to time. Such prepayment notice shall specify the amount of the prepayment which is to be applied. In the event of
prepayment, in addition to any payments on early termination due in connection with any applicable Rate Management Agreement entered
into in connection with the Loan, the Borrower may be required to pay Bank an additional fee ("Prepayment Charge"), determined in the
manner provided in Section 2.2c below, to compensate the Bank for all losses, costs, and expenses incurred in connection with such
prepayment.
2.2c Prepayment Charge. The Borrower agrees to indemnify the Bank against any liabilities, losses or expenses (including, without
limitation, any loss or expense sustained or incurred in liquidating or employing deposits from third parties, and any loss or expense incurred
in connection with funds acquired to effect, fund or maintain any amounts hereunder (or any part thereof) bearing interest based on LIBOR)
which the Bank sustains or incurs as a consequence of either (i) the Borrower’s failure to make a payment on the due date thereof, or (ii) the
Borrower’s payment or prepayment (whether voluntary, after acceleration of the maturity of this Note or otherwise) or conversion of any
amounts bearing interest based on LIBOR on a day other than the regularly scheduled due date therefor. A notice as to any amounts payable
pursuant to this paragraph, the Prepayment Charge, given to the Borrower by the Bank shall, in the absence of manifest error, be conclusive
and shall be payable upon demand. The Borrower’s indemnification obligations hereunder shall survive the payment in full of all amounts
payable hereunder.
Partial prepayments may be made subject to a prepayment charge based upon the same calculation methodology described above. Any partial
prepayment shall be applied to installments of principal in the inverse order of maturity and shall not postpone the due dates of, or relieve the
amount of, any scheduled installment payments due hereunder.
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2.3 Method of Payments. All payments of principal, interest, fees, costs and other amounts due hereunder and under the other Loan
Documents shall be made by the Borrower to the Bank at the Bank's main office at Philadelphia and Sixth Streets, Indiana, Pennsylvania 15701,
or at such other address as is provided by the Bank to the Borrower, not later than 3:00 p.m. (Eastern time) on the due date.
2.4 Loan Account. The Bank shall open and maintain on its books a Loan Account in the Borrower's name with respect to disbursements
made, repayments, prepayments, the computation and payment of interest, the Facility Fee, any other fees and other amounts due and sums
paid to the Bank hereunder and under the other Loan Documents. Such Loan Account shall be conclusive and binding on the Borrower as to
the amount at any time due to the Bank from the Borrower except in the case of manifest error in computation.
2.5 Extension Period. At the request of the Borrower, the Maturity Date hereunder may be extended twice, each time for a period of
twelve (12) months (each, an "Extension Period") provided the Borrower provides the Bank written notice of its intention to seek each
Extension Period at least ninety (90) days and no more than one hundred eighty (180) days prior to the then current Maturity Date. Any such
extension shall be specifically conditioned upon the satisfaction of the following, each as of the date of a request (each an "Extension Request
Date") as well as the then applicable Maturity Date:
(i) No Event of Default has occurred and is continuing under the Loan Documents;
(ii) The Borrower is in compliance with the Debt Service Coverage Ratio covenant in Section 4.13;
(iii) The Borrower has paid to the Bank an extension fee of one-quarter of one percent (0.25%) of the principal amount
outstanding under the Loan at the time of the extension;
(iv) The requirement that the Borrower provide a Letter of Credit or maintain the Lockbox Account under the terms of
Section 4.7b is not currently in effect unless (i) the Borrower has furnished the Letter of Credit required thereunder,
(which Letter of Credit shall be released by the Bank upon satisfaction of the following condition), or (ii) the
amount on deposit in the Replacement Escrow Account (as set forth in Section 4.7(b)(ii)) is at least $1,500,000.00;
and
(v) Other than Permitted Encumbrances, no other Encumbrance exists upon the Real Estate Collateral, as evidenced by
a title insurance bring-down search and a lien and judgment search.
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In the event that the above conditions are not met on or before the Extension Request Date, the Loan shall be due and payable in full on the
Maturity Date, including all accrued and unpaid interest on the Loan, fees and expenses due to the Bank, and all other outstanding
Obligations.
2.6 Yield Protection; Changes in Law. If any Law or the interpretation or application thereof by any Governmental Authority charged
with the administration thereof or the compliance with any guideline or request from any central bank or other Governmental Authority,
whether or not having the force of law: (i) subjects the Bank to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind
hereunder (other than any tax imposed or based upon the income of the Bank and payable to any Governmental Authority or taxing authority
of the United States of America or any state thereof) or changes the basis of taxation of the Bank with respect to payments by the Borrower of
principal, interest or other amounts due from the Borrower hereunder (other than any change which affects, and only to the extent that it
affects, the taxation by the United States or any state thereof of the total net income of the Bank); or (ii) imposes, modifies or deems applicable
any reserve, special deposit or similar requirements against assets held by, deposits with or for the account of or credit extended by the Bank;
or (iii) imposes upon the Bank any other obligation or condition with respect to this Agreement, and the result of any of the foregoing is to
increase the cost to the Bank, reduce the income receivable by the Bank or impose any expenses upon the Bank with respect to the Loans by
an amount which the Bank reasonably deems material, then and in any such case, the Bank shall from time to time notify the Borrower of the
amount determined by the Bank (which determination, absent manifest error, shall be conclusive) to be reasonably necessary to compensate
the Bank (on an after-tax basis) for such increase in cost, reduction in income, reduction in rate of return or additional expenses, setting forth
the calculations therefor, and the Borrower shall pay such amount to the Bank, as additional consideration hereunder, within ten (10) Business
Days of the Borrower's receipt of such notice.
2.7 Capital Adequacy. If: (i) any adoption of or any change in or in the interpretation of any Law, (ii) compliance with any Law of any
Governmental Authority exercising control over banks or financial institutions generally or any court (whether or not having the force of law),
or (iii) any change in the force or effectiveness of the regulations set forth at 12 C.F.R. Part 3 (Appendix A), 12 C.F.R. Part 208 (Appendix A), 12
C.F.R. Part 225 (Appendix A) or 12 C.F.R. Part 325 (Appendix A) affects or would affect the amount of capital required or expected to be
maintained by the Bank (a "Capital Adequacy Event"), and the result of such Capital Adequacy Event is to reduce the rate of return on the
Bank's capital as a consequence thereof to a level below that which the Bank could have achieved but for such Capital Adequacy Event,
taking into consideration the Bank's policies with respect to capital adequacy, by an amount which the Bank deems to be material, the Bank
shall deliver to the Borrower a statement of the amount necessary to compensate the Bank for the reduction in the rate of return on its capital
attributable to the Loans and the commitment hereunder (the "Capital Compensation Amount"). The Bank shall determine the Capital
Compensation Amount in good faith, using reasonable attribution and averaging methods. Such amount shall be due and payable by the
Borrower to the Bank ten (10) Business Days after such notice is given by the Bank.
The above Sections 2.6 and 2.7 shall only be effective as to the Borrower and this Loan if they (or substantially similar provisions) are being
applied by the Bank in a generally uniform manner and are not particular to the Borrower hereunder. Nothing in these two Sections is intended
to otherwise restrict or limit the Borrower's ability to prepay the Loan or impose any prepayment penalty in connection therewith.
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ARTICLE 3. REPRESENTATIONS AND WARRANTIES
To induce the Bank to enter into the Loan Documents and to make the Loan, the Borrower makes the following representations and warranties
to the Bank:
3.1 Existence. The Borrower is a limited partnership duly organized and validly existing under the laws of the State of Ohio. The Borrower
is duly qualified or licensed and in good standing in the State of Ohio and in each jurisdiction where the nature of its activities or the
ownership of its properties makes such qualification or licensing necessary.
3.2 Equity Ownership. An organization chart accurately depicting the ownership and management structure of the Borrower is attached to
this Agreement as Schedule 3.2.
3.3 Power and Authority. The Borrower has the full and lawful power and authority to, and is duly authorized to, (i) enter into, execute,
deliver and perform in accordance with the terms of the Loan Documents to which it is a party, (ii) to incur the Obligations and perform all of its
obligations under the Loan Documents to which it is a party, (iii) acquire, own, lease, encumber, occupy and manage its properties, including
the Real Estate Collateral, and (iv) engage in the business it now conducts or proposes to conduct. All necessary action required to authorize
the execution, delivery and performance of the Loan Documents to which the Borrower is a party and the incurrence of the Obligations has
been properly taken by the Borrower.
3.4 Validity and Binding Effect. The Loan Documents to which the Borrower is a party have been duly executed and delivered by the
Borrower, and constitute legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their
respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance or other similar laws affecting the enforcement of creditors' rights generally and except as such enforceability may be limited by
the availability of equitable remedies.
3.5 No Conflict or Violation. Neither the execution and delivery of the Loan Documents to which the Borrower is a party, nor the
incurrence of the Obligations, the consummation of the transactions contemplated by the Loan Documents or compliance with the terms and
provisions of the Loan Documents will conflict with, constitute a default under or result in any breach of (i) the terms and conditions of the
Borrower's limited partnership certificate, agreement of limited partnership or other organizational, formation documents, (ii) any Governmental
Rule, Governmental Approval or Property Restriction, or (iii) any indenture, mortgage, deed of trust, franchise, contract, permit, agreement,
instrument, order, writ, judgment, injunction or decree to which the Borrower is a party or by which it is bound or is subject, or will result in the
creation or enforcement of any Encumbrance whatsoever upon any of the Borrower's properties, including the Collateral, whether now owned
or hereafter acquired, except for Permitted Encumbrances, nor are there any defaults or violations by the Borrower of or under any of the
foregoing.
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3.6 Liabilities. The Borrower has no material liabilities, whether direct or indirect, fixed or contingent, or any liabilities for taxes (other than
those incurred in the ordinary course of business and not past due), long-term leases or unusual forward or long-term commitments, which in
each case have not been disclosed to the Bank in writing.
3.7 Material Adverse Change; Events of Default; Violations. Since [January 31, 2008], there has been no Material Adverse Change and
there have been no events or developments that individually or in the aggregate have had a Material Adverse Effect. No Default or Event of
Default has occurred and is continuing and no condition exists or will exist after giving effect to the Loan which constitutes a Default or an
Event of Default.
3.8 Litigation. There are no actions, suits, proceedings or investigations, at law or in equity, before any Governmental Authority, court or
arbitrator, pending or, to the best of the Borrower's knowledge, threatened (i) against or with respect to the Borrower, the General Partner, or
the Real Estate Collateral, and (ii) which purport to affect the rights and remedies of the Bank pursuant to the Loan Documents or which
purport to restrain or enjoin (either temporarily, preliminarily or permanently) the performance by any Loan Party of any action contemplated
by any of the Loan Documents. All pending, or, to the Borrower's knowledge, threatened, litigation that is not adequately covered by liability
insurance, is listed in Schedule 3.8.
3.9 Compliance with Laws. The Borrower, a third party, or a predecessor in interest of the Borrower, has duly complied with, and the Real
Estate Collateral, business operations and leaseholds are in compliance in all material respects with the provisions of all Governmental Rules,
Governmental Approvals and Property Restrictions applicable to the Borrower and its properties (including the Real Estate Collateral) and the
conduct of its businesses.
3.10 Matters Relating to the Collateral.
3.10a Title. The Borrower owns good and indefeasible fee simple title to the Collateral. As of the effective date hereof, none of the
Collateral is subject to any Encumbrance, except for Permitted Encumbrances, including those listed on Schedule 3.10a. The Borrower has
received all deeds, assignments, waivers, consents, non-disturbance and recognition or similar agreements, bills of sale and other documents
and instruments, have been granted all easements and rights-of-way, and have duly effected all recordings, filings and other actions necessary
to establish, protect and perfect the Borrower's right, title and interest in and to all of the Collateral.
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3.10b No Options, Etc. Except for Leases of the Property in the ordinary course of business, the Borrower is not obligated under or a party
to any option, right of first refusal or other contractual obligation to sell, assign, lease or dispose of any of the Property or the Collateral.
3.10c Condemnation Proceedings. The Borrower has not received any notice of and has no knowledge of any pending, or threatened in
writing condemnation proceeding affecting the Real Estate Collateral or any part thereof.
3.10d Casualty Loss. No portion of the Property has suffered any material damage by fire or other casualty loss except for those (i) of which
the Borrower has given the Bank notice and (ii) as to which the Property has been completely repaired and restored to its original condition.
3.10e Use of Property. The present and anticipated use of the Property complies with all applicable zoning ordinances, regulations and
restrictive covenants affecting the Land, and all other Governmental Rules, Governmental Approvals and Property Restrictions with respect to
such current and anticipated use have been satisfied.
3.10f Utilities and Municipal Services. All utility and municipal services necessary for the construction, operation and leasing of the
Building and the Improvements and the use and operation thereof for their present and intended purpose are available at the Property,
including water, sanitary and storm sewer, electric, gas and telephone facilities, and shall, by the Completion Date, be installed and
operating. All such utilities enter the Land through adjoining public streets or, if any pass through adjoining private lands, they do so in
accordance with valid easements. The Land has direct, unfettered access to sewer rights-of-way.
3.10g Streets and Access. All streets and rights-of-way necessary for the full utilization of the Property for its intended purpose have been
completed or shall be completed by the Completion Date.
3.10h Subdivision; Development. The Land is a separately subdivided parcel or parcels in accordance with all Governmental Rules and
Governmental Approvals regulating subdivision and land development. The development of the Land has been completed in accordance with
all requirements of all applicable Governmental Authorities having jurisdiction to regulate or control subdivision and/or development.
3.10i Flood Area. Except as shown on the Survey, none of the Improvements is in an "area of special flood hazard", as defined in the Flood
Insurance Act of 1968.
3.10j Governmental Rules; Governmental Approvals. The development, construction and/or renovation of the Building and Improvements
and the present and intended use, leasing and occupancy of the Building and Improvements will comply with all applicable Governmental
Rules and restrictive covenants and all Governmental Approvals.
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3.10k Bank's Lien. The Bank's Lien in the Collateral will be, after the recordation of all Security Documents in the appropriate filing offices,
a first priority perfected lien upon the Collateral, subject only to Permitted Encumbrances.
3.10l Information. The Borrower has delivered to the Bank, a true and correct copy of, all Governmental Approvals, the Management
Agreement, and any certificates, consents, amendments, extensions, waivers and other documents in connection with any of the
foregoing. There are no other agreements or contracts affecting or relating to the use, management, leasing or construction of the
Property. All surveys, plot plans and similar documents furnished by the Borrower to the Bank in connection with the Property are, to the best
of the Borrower's knowledge, accurate and complete in all material respects as of their respective dates.
3.10m Tax Returns and Payments. The Borrower has filed all Federal, state, local and other tax returns required by law to be filed. The
Borrower has paid all taxes, assessments and other governmental charges levied upon the Borrower or any of its properties, assets, income or
franchises which are due and payable, other than (i) those presently payable without penalty or interest, (ii) those which are being contested
in good faith by appropriate proceedings and (iii) those which, if not paid, would not, in the aggregate, have a Material Adverse Effect; and as
to each of items (i), (ii) and (iii), the Borrower has set aside on its books reserves for such claim as are determined to be adequate by
application of GAAP consistently applied. The charges, accruals, and reserves on the books of the Borrower in respect of Federal, state and
local taxes for all fiscal periods to date are adequate, and the Borrower does not know of any unpaid assessments for additional Federal, state,
local or other taxes for any such fiscal period or any basis therefor. Except as set forth in the Title Insurance Policy, there are no pending or, to
the Borrower's knowledge, proposed, special or other assessments for public improvements or otherwise affecting the Property, nor are there
any contemplated Improvements to the Property that may result in such special or other assessments.
3.10n Use of Property. The Property is and will be used only as a for-rent, office and retail complex and for other appurtenant and related
uses.
3.10o Physical Condition. Except as disclosed in any physical conditions reports delivered to the Bank in connection with the Loan, the
Property, including all Buildings, Improvements, parking facilities, sidewalks, storm drainage systems, roofs, plumbing systems, HVAC
systems, fire protection systems, electrical systems, equipment, elevators, exterior sidings and doors, landscaping, irrigation systems and all
structural components, are in good working condition, order and repair in all material respects; there exists no structural or other material
defects or damages in any of the Property, whether latent or otherwise, and the Borrower has not received notice from any insurance or
bonding company of any defects or inadequacies in any of the Property or any part thereof, that would adversely affect the insurability of the
same or cause the imposition of extraordinary premiums or charges thereon or of any termination or threatened termination of any policy of
insurance or bond.
3.10p Boundaries. All of the Improvements which were included in determining the appraised value of the Property lie wholly within the
boundaries and building restriction lines of each such individual portion of the Property, and no Improvements on adjoining properties
encroach upon any such individual portion of the Property, and no Encumbrances or Property Restrictions upon any individual portion of the
Property encroach upon any of the Improvements, so as to affect the value or marketability of the applicable individual portion of the Property,
except for those which are insured against under the Title Policy.
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3.10q Survey. To the Borrower's knowledge, the Survey or Surveys of the Property delivered to the Bank in connection with this
Agreement do not fail to reflect any material survey matter affecting the Property or title thereto.
3.11 Insurance. The Borrower currently maintains insurance which meets or exceeds the requirements of Section 4.8 hereof and the
applicable insurance requirements set forth in the other Loan Documents, and such insurance is provided by reputable and financially sound
insurers and is of such types and at least in such amounts as are customarily carried by, and insures against such risks as are customarily
insured against by similar businesses similarly situated and owning, leasing and operating similar properties to those owned, leased and
operated by the Borrower. All of such insurance policies are valid and in full force and effect. No notice has been given or claim made and no
grounds exist to cancel or avoid any of such policies or to reduce the coverage provided thereby.
3.12 Consents and Approvals. Except for the filing of the Security Documents with the appropriate filing office, no order, authorization,
consent, license, validation or approval of, or notice to, filing, recording, or registration with any Governmental Authority, or the exemption by
any such Governmental Authority, is required to authorize, or is required in connection with, (i) the execution, delivery and performance of any
of the Loan Documents or (ii) the legality, binding effect or enforceability of any of the Loan Documents.
3.13 Federal Reserve Regulations. No part of the proceeds of the Loan will be used for the purpose of purchasing or acquiring any
"margin stock" within the meaning of Regulation U of the Board of Governors of the Federal Reserve System or for any other purpose which
would be inconsistent with such Regulation U or any other regulations of such Board of Governors, or for any purposes prohibited by
Governmental Rules or by the terms and conditions of this Agreement or any other Loan Document.
3.14 Investment Company Act; Other Regulations. The Borrower is not an "investment company", within the meaning of, or that is
required to register under, the Investment Company Act of 1940, as amended, nor is the Borrower a company "controlled" by an "investment
company" under such act, as amended.
3.15 Assets of the Borrower. The Borrower owns no material assets other than the Real Estate Collateral, the Morgantown Commons and
personal property related thereto.
3.16 Violations of Anti-Terrorism Laws. The Borrower is not in violation of any Anti-Terrorism Law and the Borrower has not engaged
in or conspired to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of
the prohibitions set forth in any Anti-Terrorism Law.
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3.17 Blocked Persons. To the knowledge of the Borrower, the proceeds from the Loan will not benefit a Blocked Person.
3.18 Full Disclosure. No Loan Document and no other document, certificate or statement furnished to the Bank by or on behalf of the
Borrower pursuant to this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary in order to
make the statements contained herein and therein, in light of the circumstances under which they were made, not misleading. There is no fact
known to the Borrower which materially and adversely affects the business, property, assets, financial condition, results of operations or
prospects of the Borrower or the Real Estate Collateral which has not been set forth in the Loan Documents, or any other documents,
certificates and statements (financial or otherwise) furnished to the Bank by or on behalf of the Borrower prior to or on the date hereof in
connection with the transactions contemplated hereby.
ARTICLE 4. AFFIRMATIVE COVENANTS
From the date hereof and thereafter until the Loan and all other Obligations of the Borrower hereunder are paid in full the Borrower
agrees, for the benefit of the Bank, that it will comply with each of the following covenants:
4.1 Use of Proceeds. The Borrower shall use proceeds of the Loan only to refinance existing Indebtedness associated with the Real Estate
Collateral and costs incurred in connection with the closing of the Loan, all as shown on the Settlement Statement.
4.2 Delivery of Financial Statements and Other Information. The Borrower shall deliver or cause to be delivered to the Bank the
following financial statements and other information:
4.2a Annual Reports and Tax Returns. As soon as available and in any event (i) within 120 days after the end of each Fiscal Year of the
Borrower, a balance sheet as of the end of such Fiscal Year and the related statements of operations and cash flows, prepared in accordance
with GAAP and setting forth in each case in comparative form the figures for the previous Fiscal Year, all presenting fairly the financial
condition of the Borrower, in such reasonable detail as the Bank may request from time to time, and which, commencing with the statement for
the fiscal year ending December 31, 2009 and thereafter, shall be prepared and audited on an unqualified basis by a certified public accounting
firm reasonably acceptable to the Bank; and (ii) within 15 days after filing, a copy of the Borrower's federal income tax return and all schedules
thereto.
4.2b Annual Rent Rolls. As soon as available and in any event within 120 days after the end of each Fiscal Year of the Borrower, the
Borrower shall deliver to the Bank current rent rolls for the Building.
4.2c Other Reports, Information and Notices. The Borrower will deliver to the Bank, within the time periods set forth below, the following
other reports, information and notices:
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(i) Notice of Defaults and Material Adverse Changes. Promptly after the Borrower has learned of the occurrence or existence of
a Default, Event of Default, an event or set of circumstances which has had or which in the reasonable judgment of the Borrower may result in
a Material Adverse Effect, or a Material Adverse Change, telephonic notice thereof specifying the details thereof, the anticipated effect thereof
and the action which the Borrower or the affected Person has taken, is taking or proposes to take with respect thereto, which notice shall be
promptly confirmed in writing within ten (10) days by the Borrower if such Event of Default has not been cured before said ten (10) days
period.
(ii) Notice of Litigation. (A) Promptly after the commencement thereof, written notice of any action, suit, proceeding or
investigation before any Governmental Authority, court or arbitrator affecting the Real Estate Collateral or any Loan Party, which, if adversely
determined, would reasonably be expected to result in a Material Adverse Change, and (B) promptly after the Borrower has notice thereof,
written notice of any decision, ruling, judgment, appeal or reversal in connection with any such action, suit, proceeding or investigation.
(iii) Notice of Casualty Loss or Condemnation. Reasonably promptly, upon the occurrence thereof or the receipt by the Borrower
of notice thereof, written notice of any material casualty loss affecting any of the Collateral or any condemnation proceedings affecting any of
the Real Estate Collateral.
4.2f Additional Information; Inspection. The Borrower shall deliver or cause to be delivered to the Bank such additional financial
statements, reports, financial projections, notices and other information, whether or not financial in nature, with respect to the Real Estate
Collateral and the Borrower as the Bank may reasonably request from time to time upon reasonable notice. The Borrower will permit the Bank
and the Bank's designated employees, agents and representatives after reasonable notice from the Bank to the Borrower, (i) to have access, at
any time and from time to time, during normal business hours to visit and inspect the Real Estate Collateral, (ii) to examine, audit and make
copies of any of the Borrower's books of record and books, records and accounting data and other documents of the Borrower, relating to the
Real Estate Collateral, and the Loan, and at any time and from time to time, during normal business hours, to such reports and returns as the
Borrower may file with any Governmental Authority, and (iii) to discuss the Borrower's affairs and accounts and the Real Estate Collateral with,
and be advised about them by, the Borrower, and its officers and Property Manager.
4.3 Preservation of Existence; Qualification. At its own cost and expense, the Borrower will and will cause the General Partner to do all
things necessary to preserve and keep in full force and effect its qualifications under the laws of the State of West Virginia, the state of its
formation and each state where, due to the nature of its activities or the ownership of its properties, qualification to do business is required
and where the failure to be so qualified would reasonably be expected to have a Material Adverse Effect.
4.4 Compliance with Laws, Property Restrictions, Contracts and Leases. The Borrower shall comply in all material respects with all
applicable Governmental Rules, any Anti-Terrorism Law and Property Restrictions and the terms and conditions of all Governmental
Approvals, with respect to the Building and its use, occupancy, operation and rental. The Borrower shall comply with each material contract
and agreement to which the Borrower is a party and which relates to the Real Estate Collateral, including but not limited to all Leases and other
agreements for the use of the Building.
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4.5 Accounting System; Books and Records. The Borrower shall maintain a system of accounting established and administered in
accordance with GAAP consistently applied and will set aside on its books all such proper reserves as shall be required by GAAP. Further,
the Borrower will maintain proper books of record and account in accordance with GAAP in which full, true and correct entries shall be made
of all of its properties, assets, dealings and business affairs.
4.6 Payment of Taxes and Other Liabilities. The Borrower shall promptly pay and discharge all liabilities to which it is subject or which
are asserted against it, including but not limited to all taxes, assessments and governmental charges and levies upon it or upon any of its
income, profits, or properties, including but not limited to the Real Estate Collateral, prior to the date on which penalties attach thereto;
provided, however, that for purposes of this Agreement, the Borrower shall not be required to pay any tax, assessment, charge or levy (i) the
payment of which is being contested in good faith by appropriate and lawful proceedings diligently conducted and (ii) as to which the
Borrower shall have set aside on its books reserves for such claim as are determined to be adequate by the application of GAAP, but only to
the extent that failure to discharge any such liabilities would not result in any additional liability which would have a Material Adverse Effect;
and provided, further, that the Borrower shall promptly pay all such contested liabilities if the failure to do so would result in an Encumbrance
on any of the Collateral which is not a Permitted Encumbrance. The Borrower shall promptly deliver to the Bank satisfactory evidence of the
payment of real estate taxes and assessments relating to the Real Estate Collateral.
4.7 Establishment of Certain Accounts:
4.7a Tax and Insurance Escrow Account. After the occurrence of an Event of Default, the Borrower shall establish, fund and maintain a Tax
and Insurance Escrow Account with the Bank. At such time, the Borrower shall deposit into the Tax and Insurance Escrow Account an
amount which is sufficient to pay all real estate taxes and assessments and insurance premiums for the Real Estate Collateral for one year. The
Borrower shall pay all such real estate taxes and assessments and insurance premiums, and shall promptly deliver to the Bank evidence of
payment. Upon receipt of satisfactory evidence of payment, the Bank shall reimburse the Borrower for such payments out of funds in the Tax
and Insurance Escrow Account. In addition to the initial funding of the Tax and Insurance Escrow Account, the Borrower shall deposit into
such account monthly, no later than the tenth (10th) day of each month, beginning, as to each real estate tax, assessment or insurance
premium, the first month following the occurrence of such Event of Default during which such tax, assessment or premium is actually due to be
paid, an amount equal to one-twelfth of the estimated total of such real estate tax, assessment or insurance premium, as the case may be, for
one year.
4.7b Lockbox Account; Substitute Collateral. At any time during the term hereof, in the event that any one of the Anchor Tenants
provides notice that they will not be renewing their lease upon the expiration of the current term thereof (each, a "Termination Notice"), the
Borrower shall, at its option, either:
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(i) Letter of Credit: prior to the date the applicable Anchor Tenant ceases occupancy of the relevant premises, deliver to Bank
an acceptable Letter of Credit in the amount of $1,500,000 which the Bank shall hold as additional Collateral until such time as a satisfactory
replacement Tenant (a "Replacement Anchor") has occupied the demised premises under a new Lease reasonably satisfactory to the Bank (a
"Replacement Anchor Lease") and begun paying rent thereunder, at which time the Letter of Credit shall be released by the Bank and returned
to the Tenant, or
(ii) Lockbox Account: promptly after receiving the Termination Notice, establish with the Bank pursuant to the Lockbox
Agreement the Lockbox Account, in the name of Borrower with Bank as custodian, into which proceeds and collections of amounts due under
the Leases shall be deposited from time to time in accordance with the terms of this Agreement. After the establishment of the Lockbox
Account:
(A) The Borrower agrees to promptly direct all Tenants to make all rental and other payments to the Lockbox Account
designated by Bank, or as otherwise directed by Bank pursuant to the terms of the Lockbox Agreement. If the Bank learns that the Borrower
has failed to give such notice or direction to the Tenants, then the Bank may itself so notify or direct the Tenants. This Agreement shall be
sufficient evidence of such right and the Tenants may rely hereon and shall be under no obligation to see to the application of such moneys or
other property by the Bank. The Bank is, and its duly authorized agents are hereby authorized by the Borrower to endorse for and on the
Borrower's behalf and deposit all drafts and checks payable to the Borrower in the Lockbox Account.
(B) All checks, drafts, acceptances, notes, cash and other forms of payment received from the Tenants in payment on the
Leases and transmitted to the Lockbox Account, or otherwise to the Bank will be promptly deposited in the Lockbox Account. The Borrower
acknowledges and agrees that the Lockbox Account will be maintained for the convenience and benefit of the Bank consistent within the
terms of this agreement and the Lockbox Agreement.
(C) In the event Borrower (or any of its affiliates, owners, directors, officers, employees or agents) shall receive any cash,
checks, notes, drafts or similar items of payment relating to the Leases (or proceeds thereof), then no later than the fifth Business Day
following receipt thereof, Borrower shall deposit or cause the same to be deposited in kind in the Lockbox Account. All cash, notes, checks,
drafts or similar items of payment by or for the account of Borrower shall be the sole and exclusive property of Bank immediately upon the
earlier of the receipt of such items by Bank or the receipt of such items by Borrower; provided, however, that for the purpose of computing
interest hereunder such items shall be deemed to have been collected and shall be applied by Bank on account of the Obligations two (2)
Business Days after receipt by Bank (subject to correction for any items subsequently dishonored for any reason
whatsoever). Notwithstanding anything to the contrary herein, all such items of payment shall, solely for purposes of determining the
occurrence of an Event of Default, be deemed received upon actual receipt by the Bank, unless the same are subsequently dishonored for any
reason whatsoever.
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(D) Throughout the term of this Agreement, the Bank shall be a pledgee in possession of the funds deposited in the
Lockbox Account and shall have the sole and exclusive right to endorse any check, security or other instrument presented for deposit in the
Lockbox Account and to withdraw or order a transfer from the Lockbox Account, and the Borrower hereby appoints the Bank the true and
lawful attorney of the Borrower, with full power of substitution, for the purpose of such endorsement or making any such withdrawal or
ordering any such transfer from the Lockbox Account, which appointment is coupled with an interest and is irrevocable. The Bank shall have
no obligation to withdraw any amounts from the Lockbox Account unless such amounts represent good and collected funds.
(E) So long as no Event of Default has occurred and is continuing, and provided that neither the Lockbox Account nor
any funds deposited therein are then subject to any writ, order, judgment, warrant of attachment, execution or similar process, on each
Business Day all amounts deposited in the Lockbox Account during the term of this Agreement shall be withdrawn or transferred by the Bank
to be applied to the following items in the following order:
(a) funds sufficient to pay standard ongoing operating costs related to the operation and maintenance (excluding
capital improvements) shall be funded into the Borrower's operating accounts as directed by Borrower;
(b) an amount up to $1,500,000 in the aggregate shall be delivered to the Bank to be held in a separate account (the
"Replacement Escrow Account") to be used for the payment or reimbursement of costs incurred by the Borrower in connection with the
Replacement Anchor Lease including leasing commissions, tenant improvement costs, and other costs as approved by the Bank in its
reasonable discretion. Such funds may be drawn by the Borrower monthly as costs are incurred subject to receipt by the Bank of reasonable
supporting documentation, and in the event such costs relate to construction of tenant improvements, compliance with Bank's standard
construction draw procedures;
(c) any funds collected in the Lockbox Account in excess of the amount of $1,500,000.00 shall be deposited into a
demand deposit account of the Borrower at the Bank.
(d) at such time as the Replacement Anchor has occupied the demised premises under the applicable Replacement
Anchor Lease and begun paying rent thereunder, any amounts remaining in the Replacement Escrow Account shall be released by Bank and
funded into the Borrower's operating accounts as directed by Borrower.
Upon the occurrence and during the continuance of any Event of Default, the Bank may draw on the Letter of Credit or appropriate and apply
the funds deposited in the Lockbox Account then, or at any time thereafter, either (i) to the payment in full of all outstanding Obligations in
accordance with the terms of this Agreement or (ii) to pay for any tenant improvement costs incurred in connection with any Replacement
Anchor Lease, which the Borrower has failed to pay for within five (5) Business Days of notice thereof.
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4.8 Insurance. The Borrower shall maintain at all times, and provide the Bank with any evidence or information as may be requested by
the Bank from time to time with respect to, adequate insurance to the satisfaction of the Bank with financially sound and reputable insurers
acceptable to the Bank, against (i) such risks of loss as are customarily insured against and in amounts customarily carried by Persons owning,
leasing or operating properties similar to the Real Estate Collateral, including, but not limited to, fire, theft and extended coverage insurance in
an amount at least equal to the full and total replacement cost of the Building (including boiler coverage, if the Real Estate Collateral has a
boiler), (ii) loss of income from the Borrower's operation of the Building for the period for which such income is lost for the Building (but not
over twelve (12) months), (iii) liability insurance covering injury and damage to persons and property in amounts reasonably satisfactory to
the Bank, (iv) flood insurance, if any part of the Land is located in an "area of special flood hazard", as defined in the Flood Insurance Act of
1968, in an amount equal to the full and total replacement cost of the Real Estate Collateral, and (v) such other insurance as Bank may
reasonably request from time to time that is generally available at commercially reasonable rates, all of the foregoing to be acceptable to the
Bank at all times during the term hereof. All such insurance shall name the Bank as the loss payee of such insurance and shall have a long
form mortgagee and lender's loss payable endorsement in favor of the Bank, providing that such coverage cannot be affected by the acts or
omissions of the Borrower, and providing for at least thirty (30) days' written notice to the Bank prior to cancellation and, in this regard, the
Borrower shall cause a copy of each policy and an original "Evidence of Insurance" (ACORD Form 27) as to property insurance, and an
original "Certificate of Insurance" as to liability insurance, to be delivered to the Bank prior to the Bank making the Loan to the Borrower under
this Agreement and no later than thirty (30) days prior to the expiration of any such insurance coverage. The Borrower shall also be
adequately insured at all times to comply with the insurance provisions of all applicable workers' compensation and similar laws and will effect
all such insurance under valid and enforceable policies with insurers satisfactory to the Bank.
4.9 Maintenance of Collateral. The Borrower shall, at its own expense, maintain, preserve, protect and keep the Building and the other
Collateral in good repair, working order and condition (ordinary wear and tear excepted), and make all necessary and proper repairs, renewals
and replacements so that the Collateral shall at all times be in good condition and fit and proper for the respective purposes for which it was
originally intended, erected or installed, its business carried on in connection therewith may be properly and advantageously conducted at all
times.
4.10 Indemnification. The Borrower shall indemnify and hold each Indemnified Person harmless from and against all liabilities, claims,
damages, costs and expenses (including but not limited to the reasonable legal fees and disbursements of the Bank's counsel, and the costs of
investigation, all both at trial and on appeal) in any actions or proceedings now or hereafter pending or threatened against the Bank arising out
of, resulting from, or in any manner relating to the transactions described in the Loan Documents and any action taken by the Bank which were
reasonably believed by the Bank to be taken pursuant to the Loan Documents, including without limitation, any violations of any
Governmental Approvals, Governmental Rules, Property Restrictions, except to the extent the same are caused by the gross negligence or
willful misconduct of the Bank. Immediately upon demand by the Bank, the Borrower shall defend any such action or proceeding brought
against any Indemnified Person, or the Indemnified Person may elect to conduct its own defense at the expense of the Borrower. The
provisions of this Section 4.10 shall survive the termination of this Agreement and the repayment of the Obligations.
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4.11 Roof Replacement Escrow Account. As of the Closing Date, the Borrower shall establish, fund and maintain a separate escrow
account (the "Roof Replacement Escrow Account") with the Bank. At such time, the Borrower shall deposit into the Roof Replacement
Escrow Account One Million Dollars ($1,000,000.00) to pay for the replacement or repair of portions of the roof of the Property based on the
recommendations of the Bank's Inspecting Engineer. Said escrow funds will be disbursed periodically as work is completed, upon proof of
payment and satisfactory inspection of such replacement or repair work.
4.12 Further Assurances; Power of Attorney. At any time and from time to time, upon the Bank's reasonable request, the Borrower shall
make, execute and deliver, and shall cause any other Person to make, execute and deliver, to the Bank, and where appropriate shall cause to be
recorded or filed, and from time to time thereafter to be re-recorded and refiled at such time and in such offices and places as shall be deemed
desirable by the Bank in its reasonable discretion, any and all such further security documents, certificates and other documents and
instruments as the Bank may consider necessary or desirable in its reasonable discretion in order to effectuate, complete, perfect, continue or
preserve the Obligations of the Borrower hereunder or under the other Loan Documents and the Encumbrances created thereby. The
Borrower hereby appoints the Bank, and any of its officers, directors, employees and authorized agents, at any time, with full power of
substitution, upon any failure by the Borrower to take or cause to be taken any action described in the preceding sentence, to make, execute,
record, file, re-record or refile any and each such security document, instrument, certificate and document for and in the name of the
Borrower. The power of attorney granted pursuant to this Section 4.12 is coupled with an interest and shall be irrevocable until all of the
Obligations are paid in full and the Bank has no further obligation to make advances hereunder.
4.13 Debt Service Coverage Ratio. The Borrower shall maintain a Debt Service Coverage Ratio of at least 1.40 to 1.0 at all times during the
term of the Loan, to be calculated at the end of each Fiscal Quarter of the Borrower, assuming principal and interest payments in an amount
which would, at the currently applicable interest rate set forth in the Note, (giving effect to any applicable Rate Management Agreement)
amortize over a period of twenty-five (25) years the then outstanding principal under the Note. As soon as available, but in any event within
thirty (30) days after each Fiscal Quarter end, the Borrower shall deliver to the Bank a certificate, executed by a senior officer, containing
calculations in sufficient detail to demonstrate compliance with the Debt Service Coverage Ratio requirement as of such Fiscal Quarter End.
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ARTICLE 5. NEGATIVE COVENANTS
From the date hereof and thereafter until the Loan and all other Obligations of the Borrower hereunder are paid in full, the Borrower
agrees, for the benefit of the Bank, that it will comply with each of the following covenants:
5.1 Indebtedness. The Borrower shall not create, incur, assume or permit to exist or remain outstanding any Indebtedness except for (i)
the Obligations, (ii) other Indebtedness owed by the Borrower to the Bank from time to time, and (iii) Indebtedness secured by personal
property being leased by the Borrower and by purchase money security interests in equipment, personal property affixed to or being added to
the Building and vehicles.
5.2 Encumbrances. The Borrower shall not create, assume, incur or suffer to exist any Encumbrance upon the Real Estate Collateral or
any of the other Collateral except for Permitted Encumbrances.
5.3 Liquidations, Mergers, Consolidations, Acquisitions, Sales of Interests. The Borrower shall not dissolve, liquidate its assets in
whole or in part or wind up its affairs, or become a party to any merger or consolidation, or acquire by purchase, lease or otherwise all or
substantially all of the assets, capital stock or other equity interests of any other Person.
5.4 Organizational Matters. The Borrower shall not change its name or change its form or state of organization without giving the Bank
sixty (60) days' prior written notice thereof, or (ii) amend its limited partnership agreement or limited partnership certificate.
5.5 Dispositions of Assets. The Borrower shall not sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily
or involuntarily, any interest in the Real Estate Collateral or any of the other Collateral, except for:
(i) Leases of the Building in the ordinary course of business subject to the provisions of Section 5.12;
(ii) sales, transfers, leases or dispositions of furniture, fixtures and equipment in the ordinary course of business assets which
are no longer necessary or required for the operation of the Building in compliance with the Loan Documents; and
(iii) sales, transfers, leases or dispositions of furniture, fixtures and equipment in the ordinary course of business which are
replaced by substitute assets acquired or leased by the Borrower; provided, however, that such substitute assets shall be subject to Bank's
Lien; and
(iv) the sale, transfer, lease, or other disposition the Morgantown Commons, the Outlots and personal property related thereto;
which the Bank hereby prospectively consents to, and agrees to execute any releases required in connectin therewith; and
(v) Permitted Exceptions.
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5.6 Use of Real Estate Collateral. The Borrower shall not use the Real Estate Collateral for any purpose or in any manner which is in any
way inconsistent with or contrary to the use of the Real Estate Collateral as contemplated by and as set forth in any of the Loan Documents or
inconsistent with or contrary to any Property Restriction, Governmental Approval or Governmental Rule.
5.7 Change of Business. The Borrower shall not engage in any business other than the ownership, operation, leasing and maintenance
of the Real Estate Collateral and the adjoining facility commonly known as Morgantown Commons, and activities incidental thereto.
5.8 Lease Amendments . The Borrower shall not, without the prior written consent of the Bank, enter into any amendment to any Lease
demising more than 10,000 square feet of leaseable area in the Real Estate Collateral, which has any of the following effects: (i) a decrease in
the term of the Lease, (ii) a material reduction in the square footage of the demised premises under such Lease, (iii) a material decrease in the
consideration (including base rent, additional rent, etc.) paid by the Tenant under such Lease.
5.9 Publicity. The Borrower shall not erect any sign upon the Real Estate Collateral or engage in any other publicity regarding the
financing provided by the Bank without the Bank's prior written approval.
5.10 Ownership or Acquisition of Assets. The Borrower shall not acquire or own any material assets other than the Real Estate Collateral
and Morgantown Commons and such incidental personal property related thereto as may be necessary for the operation of such properties.
5.11 Distributions. Borrower may make dividend payments and distribution payments so long as no Event of Default has occurred and is
continuing under the Loan Documents or would occur as a result of such payments; and, at the time of the proposed dividend or distribution,
the requirement that the Borrower provide a Letter of Credit or maintain the Lockbox Account under the terms of Section 4.7b is not currently
in effect unless (i) the Borrower has furnished the Letter of Credit required thereunder, (which Letter of Credit shall be released by the Bank
upon satisfaction of the following condition), or (ii) the amount on deposit in the Replacement Escrow Account (as set forth in Section
4.7(b)(ii)) is at least $1,500,000.00.
5.12 Lease of Building. The Borrower shall not Lease any portion of the Building unless (i) the Lease is substantially in a form previously
approved by the Bank and contains provisions satisfactory to the Bank that the Lease is subordinate to the Loan and that the Tenant will
attorn to Bank or a purchaser as landlord in the event of foreclosure on the Loan, and (ii) if the proposed Lease is for a space in excess of
10,000 square feet, the Bank, in its commercially reasonable discretion approves of the tenant and the substantive terms of the Lease. If the
Bank fails to respond within ten (10) days after receipt of a request from Borrower for approval of any Lease, said Lease shall be deemed
approved by Bank.
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5.13 Affiliate Transactions. The Borrower shall not enter into, or be a party to, any transaction with an Affiliate of Borrower except in the
ordinary course of business and on terms which are fully disclosed to the Bank in advance and which terms are no less favorable to Borrower
than would be obtained in a comparable third-party transaction negotiated at arm's-length.
ARTICLE 6. CONDITIONS PRECEDENT
6.1 Conditions to the Loan. The obligation of the Bank to make the Loan is subject to the satisfaction of each of the conditions
precedent set forth in this Article 6.
6.1a No Default or Event of Default, Etc. The Borrower and the other Loan Parties shall have performed and complied with all agreements
and conditions required in the Loan Documents to be performed or complied with prior to making the disbursement and, at the time of making
the disbursement, or as a result of making the disbursement, no Default or Event of Default has occurred and is continuing or will be caused
by the making of the disbursement.
6.1b No Material Adverse Change. At the time of making the disbursement, no Material Adverse Change has occurred and is continuing
with respect to any Loan Party, and no circumstances exist which would reasonably be expected to cause a Material Adverse Effect.
6.1c Representations Correct. The representations and warranties contained in Article 3 hereof and otherwise made in writing by or on
behalf of the Borrower or any other Loan Party in connection with the transactions contemplated by this Agreement and the other Loan
Documents shall be (i) correct when made and (ii) correct in all material respects at the time of making the disbursement.
6.1d Leases. The Borrower shall have delivered to the Bank (i) copies of all Leases for the Building or any portion thereof then in effect,
(ii) satisfactory estoppel letters for Tenants occupying, in the aggregate, at least 75% of the grosss/leasable square footage of the Building,
and (iii) an SNDA/Estoppel executed by the Borrower and each Tenant of the Building occupying in excess of 10,000 square feet.
6.1e Participations. The Bank shall have entered into satisfactory participation agreements selling participations in the Loan in the
aggregate amount of $25,000,000.
6.1f Other Conditions to Disbursements. All other applicable conditions to making disbursements set forth in this Article 6 shall have
been satisfied.
6.2 Conditions to Making First Disbursement. In addition to satisfaction of each of the conditions precedent set forth in Section 6.1,
the obligation of the Bank to execute the Loan Documents and make the first disbursement hereunder is subject to the satisfaction of each of
the following conditions precedent:
6.2a Loan Documents. The Bank shall have received each of the following Loan Documents, each duly executed by all of the parties
thereto and each in form and substance satisfactory to the Bank:
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(i) this Agreement;
(ii) the Note;
(iii) the Deed of Trust;
(iv) the Assignment of Leases and Rents;
(v) the Security Agreement;
(vi) the Environmental Indemnity Agreement;
(vii) a Guaranty Agreement executed by the Guarantor; and
(viii) all schedules to any of the Loan Documents, prepared by the Borrower and satisfactory to the Bank.
6.2b Other Conditions. The Bank shall have received each of the following or shall have otherwise determined that each of the following
conditions has been satisfied, each duly executed by all of the parties thereto or issuers thereof and each in form and substance satisfactory to
the Bank in all respects:
(i) Insurance. Copies of the Borrower's insurance policy or policies, certificates and other evidence of insurance required by
Section 4.8, containing long-form lender loss payable endorsements satisfactory to the Bank and which in all other respects comply with the
requirements of Section 4.8 and the insurance requirements set forth in the other Loan Documents and current evidence of insurance for all
such policies.
(ii) Flood Insurance. If any of the Real Estate Collateral is in an area of special flood hazard, evidence of satisfactory flood
insurance.
(iii) Environmental Matters. A phase I environmental assessment of the Real Estate Collateral, prepared by a firm satisfactory to
the Bank, and a determination by the Bank that the environmental condition of the Real Estate Collateral, as well as any other environmental
considerations affecting the Real Estate Collateral, are acceptable to it.
(iv) Appraisal. The Appraisal, showing that the fair market value of the Building is at least $53,333,333.34 on an "as-is" basis, and
the Loan-to-Value Ratio does not exceed 75%.
(v) Title Insurance. A marked-up title insurance commitment issued by a title insurance company satisfactory to the Bank, which
title insurance company will, on the Closing Date, issue an ALTA 1992 (or equivalent) loan policy of title insurance to the Bank insuring the
Deed of Trust in the principal sum secured thereby as a first and prior lien upon the Borrower's fee simple title to the Real Estate Collateral and
all appurtenances thereto (including such easements and appurtenances as may be required by the Bank), and subject only to Permitted
Encumbrances and such other exceptions as may be approved in writing by the Bank, and containing such endorsements (including without
limitation the 100, 300 and 710 endorsements) and affirmative coverage as are reasonably required by the Bank.
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(vi) Survey. The Survey, which shall be certified to the Bank and to the title insurance company issuing the title insurance policy.
(vii) Legal Description. A metes and bounds legal description of the Land, compatible with the survey of the Real Estate Collateral
described in the preceding item 6.5f.
(viii) Lien, Judgment and UCC-1 Searches. Satisfactory lien, judgment and UCC-1 financing statement search results for the
Borrower.
(ix) Termination Statements, Etc. Any and all Uniform Commercial Code termination statements, mortgage satisfactions and other
documents and instruments of termination and release which are necessary so that the Bank's Lien is a first and prior lien and security interest,
subject only to Permitted Encumbrances.
(x) Governmental Approvals; Compliance with Governmental Rules. (i) Evidence of the satisfactory subdivision of the Land and
the zoning for the Real Estate Collateral; (ii) evidence of access to and from the Real Estate Collateral by means of easements benefiting the
Real Estate Collateral; (iii) evidence that all Governmental Rules, Governmental Approvals and Property Restrictions relating to the Real Estate
Collateral have been complied with and that the present use of the Real Estate Collateral will not violate any Governmental Rule, Governmental
Approval or Property Restriction.
(xi) Condition of Property. No portion of the Real Estate Collateral shall have been damaged by fire or any other casualty and not
repaired to the condition immediately prior to such casualty, and no condemnation or taking of the Real Estate Collateral, or any portion
thereof, shall be pending or threatened. Bank shall have received a satisfactory property condition report from the Inspecting Engineer.
(xii) Borrower's Corporate Documents. A certificate, completed and signed by an authorized officer of the General Partner or other
appropriate representative, and having attached thereto the following documents for the Borrower, which shall be certified as true and
complete:
(A) A copy of Borrower's Limited Partnership Agreement;
(B) A good standing certificate issued by the Secretary of State of West Virginia dated not more than thirty (30) days
prior to the date hereof; and
(C) A good standing certificate issued by the Secretary of State of Ohio dated not more than thirty (30) days prior to
the date hereof; and
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(D) A certified copy of its limited partnership certificate, certified as true, complete, correct and in effect by the
Secretary of State of Ohio and dated not more than sixty (60) days prior to the date hereof;
(E) An incumbency certificate containing the names of the Person or Persons authorized to execute and deliver the
Loan Documents on behalf of the Borrower.
(xiv) General Partner Corporate Documents. A certificate, completed and signed by the General Partner's secretary or assistant
secretary, and having attached thereto the following documents for the General Partner:
(A) A certified copy of its articles of incorporation, certified as true, complete, correct and in effect by the Delaware
Secretary of State and dated no more than sixty (60) days prior to the date hereof;
(B) A copy of its by-laws and all amendments thereto;
(C) A good standing certificate issued by the Delaware Secretary of State dated no more than thirty (30) days prior to
the date hereof;
(D) Resolutions of its Board of Directors authorizing the Borrower to incur the obligations and execute, deliver and
perform the Loan Documents; and
(E) An incumbency certificate certified by its secretary or assistant secretary.
(xv) Settlement Statement. Receipt by the Bank of a copy of the executed Settlement Statement.
(xvi) Opinion of Counsel. Receipt by the Bank of an opinion or opinions of counsel to the Borrower and Guarantor in form and
substance reasonably satisfactory to the Bank and its Counsel.
(xvii) Payment of Facility Fee and Other Amounts. The Borrower shall have paid to the Bank the portion of the Facility Fee not
previously paid, and shall have paid any other costs, fees and expenses owed to the Bank on the Closing Date, including, but not limited, to
those fees incurred in connection with the appraisal and any environmental investigations.
(xviii) Legal Fees. Receipt by the Bank's counsel, Tucker Arensberg, P.C., of the legal fees and all expenses incurred by it in
connection with the preparation and negotiation of the Loan Documents and the closing.
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(xix) Debt Service Coverage Ratio. Receipt by the Bank of a certificate signed by an officer of the Borrower evidencing compliance
with the Debt Service Coverage Ratio covenant set forth in Section 4.13.
ARTICLE 7. EVENTS OF DEFAULT; REMEDIES
7.1 Events of Default. Each of the following events shall constitute an Event of Default:
7.1a Nonpayment of Obligations. The Borrower shall default in (i) any payment of principal of the Loan when due, or in the payment of
interest on the Loan when due and such default in payment shall have continued for a period of three (3) days after the due date; or (ii) any
payment of any of the fees, costs, expenses, indemnities or other amounts due hereunder or under any of the other Loan Documents when due
and such default in payment shall have continued for a period of five (5) Business Days after the Borrower's receipt of the Bank's written
notice of such default.
7.1b Nonpayment of Other Indebtedness. The Borrower shall default in any payment of principal, interest or other amounts due with
respect to any other Indebtedness (other than the Obligations owed to the Bank hereunder) having an outstanding balance of $250,000 or
more owed by the Borrower to any one Person, including the Bank, if such default results in the acceleration of such Indebtedness or gives
the holder of such Indebtedness the right to accelerate such Indebtedness.
7.1c Insolvency, Etc.
(i) Involuntary Proceedings. A proceeding shall have been instituted in a court having jurisdiction seeking a decree or order for
relief in respect of any Loan Party in an involuntary case under the Federal bankruptcy laws, or any other similar applicable Federal or state
law, now or hereafter in effect, or for the appointment of a receiver, liquidator, trustee, sequestrator or similar official or Governmental
Authority for such Loan Party or for a substantial part of its property, or for the winding up or liquidation of its affairs, and such proceeding
shall remain undismissed or unstayed and in effect for a period of sixty (60) days.
(ii) Voluntary Proceedings. Any Loan Party shall institute proceedings to be adjudicated a voluntary bankrupt, or shall consent
to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization under the Federal
bankruptcy laws, or any other similar applicable Federal or state law now or hereinafter in effect, or shall consent or acquiesce to the filing of
any such petition, or shall consent to or acquiesce in the appointment of a receiver, liquidator, trustee, sequestrator or similar official or
Governmental Authority for such Loan Party or for a substantial part of its property, or shall make an assignment for the benefit of creditors, or
shall admit in writing its inability to pay its debts generally as they become due, or action shall be taken by such Loan Party in furtherance of
any of the foregoing.
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7.1d Dissolution; Cessation of Business. Any Loan Party shall dissolve, liquidate its assets, terminate its existence, cease to exist or
permanently cease operations.
7.1e Change of Ownership. The occurrence of a Change of Ownership.
7.1f Failure to Comply with Loan Documents. The occurrence of any of the following: (i) the Borrower shall default in the due
performance or observance of any covenant, condition or provision set forth in this Agreement which is not set forth elsewhere in this Section
7.1; or (ii) any Event of Default, as defined in any other Loan Document, shall occur; or (iii) any Event of Default, as defined in any other
agreement or instrument at any time relating to or evidencing Indebtedness owed by the Borrower to the Bank shall occur; or (iv) the Borrower
or any other Loan Party shall default in the due performance of any covenant, condition or provision set forth in any other Loan Documents to
which such Loan Party is a party, and such default described in this Subsection 7.1f shall not be remedied for a period of thirty (30) days after
notice of such default being delivered by the Bank to the Borrower.
7.1g Misrepresentation. Any representation or warranty made by any Loan Party in any Loan Document to which it is a party is untrue in
any material respect as of the date made, or any schedule, statement, report, notice, certificate or other writing furnished by any Loan Party to
the Bank is untrue in any material respect on the date as of which the facts set forth therein are stated or certified.
7.1h Termination, Invalidity, Etc. of Loan Documents. Any material provision of this Agreement or any of the other Loan Documents shall
at any time for any reason cease to be valid and binding on any Loan Party or any other Person which is a party thereto, or shall be declared to
be null and void, or the validity or enforceability thereof shall be contested by any Loan Party or other Person which is a party thereto, or any
Governmental Authority, court or arbitrator, or any Loan Party or any other Person which is a party to any of such agreements shall, or shall
purport to, terminate, repudiate, declare voidable or void or otherwise contest any Loan Document to which he or it is a party or any obligation
of any Loan Party under any of the Loan Documents.
7.1i Material Adverse Change. The occurrence of any Material Adverse Change with respect to any Loan Party or the Real Estate
Collateral.
7.1j Adverse Judgments. Any judgment where the amount not covered by insurance (or the amount as to which the insurer denies
liability) is in excess of $250,000 shall be rendered against the Borrower or the Property, or there shall be any attachment, injunction or
execution against any such Person or the Property which is in excess of $250,000, and such judgment, attachment, execution or order shall
remain unpaid, unstayed, undismissed or unappealed for a period of thirty (30) days, provided, however, if the Borrower delivers a surety bond
in form and substance satisfactory to the Bank in the amount of such judgment, attachment or execution, no Event of Default shall arise
hereunder.
7.1k Collateral. A writ or warrant of attachment, garnishment, execution, distraint or similar process shall have been issued against the
Borrower or any of the Collateral which shall have become final and non-appealable or remain undischarged and unstayed for a period of thirty
(30) days, or a creditor of the Borrower shall obtain possession of any of the Collateral by levy, distraint, replevin, self-help or other means of
exercising their rights as such a creditor.
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7.1l Bank's Lien. The Bank's Lien in any of the Collateral is or becomes unperfected or no longer constitutes a first priority perfected lien
or security interest in any of such Collateral, subject only to Permitted Encumbrances.
7.1m Rate Management Agreements. Nonpayment by Borrower of any Rate Management Obligation or the breach by Borrower of any
term, provision or condition contained in any Rate Management Agreement which is not remedied prior to the expiration of any applicable
cure, grace or notice period.
7.2 Remedies.
7.2a Events of Default Under Section 7.1c or 7.1d. Upon the occurrence of an Event of Default set forth in Sections 7.1c or 7.1d, the Loan,
the Note, interest accrued thereon and all other Obligations of the Borrower to the Bank shall become immediately due and payable, without
the necessity of demand, presentation, protest, notice of dishonor or notice of default, all of which are hereby expressly waived by the
Borrower.
7.2b Remaining Events of Default. Upon the occurrence and during the continuance of any Event of Default (other than those described
in Sections 7.1c and 7.1d) the Bank may, at its option, declare the Loan, the Note , interest accrued thereon and all other Obligations of the
Borrower to the Bank to be due and payable, (but such declaration shall not include the obligation to unwind any Rate Management
Obligations) without the necessity of demand, presentation, protest, notice of dishonor or notice of default, all of which are hereby expressly
waived by the Borrower.
7.2c Additional Remedies. In addition to the remedies set forth above, upon the occurrence and during the continuance of any Event of
Default, the Bank shall have all of the rights and remedies granted to it under this Agreement and the other Loan Documents and all other
rights and remedies granted by law to creditors.
7.2d Exercise of Remedies; Remedies Cumulative. No delay on the part of the Bank or failure by the Bank to exercise any power, right or
remedy under this Agreement or any other Loan Document 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 Agreement and the other Loan
Documents are cumulative and not exclusive of any rights or remedies (including, without limitation, the right of specific performance) which
the Bank would otherwise have.
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ARTICLE 8. GENERAL PROVISIONS
8.1 Amendments and Waivers. The Bank and the Loan Parties may from time to time enter into written amendments, extensions,
supplements and replacements to and of this Agreement and the other Loan Documents to which they are parties, and the Bank may from time
to time waive compliance with a provision of any of such documents. No amendment, extension, supplement, replacement or waiver shall be
effective unless it is in writing and is signed by the Bank and the affected Loan Party. All waivers shall be effective only for the specific
instance and for the specific purpose for which it is given.
8.2 Taxes. The Borrower shall pay any and all stamp, document, transfer and recording taxes, filing fees and similar impositions payable
or hereafter determined by the Bank to be payable in connection with this Agreement, the other Loan Documents and any other documents,
instruments and transactions pursuant to or in connection with any of the Loan Documents. The Borrower agrees to save the Bank harmless
from and against any and all present and future claims or liabilities with respect to, or resulting from, any delay in paying or failure to pay any
such taxes or similar impositions. The obligations of the Borrower pursuant to this Section 8.2 shall survive the termination of this Agreement
and the repayment of the Obligations.
8.3 Expenses and Fees. The Borrower shall pay to the Bank or reimburse the Bank for the following costs, expenses and fees in addition
to any other costs, expenses and fees required to be paid by the Borrower pursuant to any of the Loan Documents, whether or not the Loan is
funded:
(i) All reasonable costs and expenses of the Bank (including without limitation the reasonable fees and all disbursements of the
Bank's counsel) actually incurred in connection with:
(A) the preparation, negotiation, execution and delivery of the Loan Documents (including without limitation the
reasonable fees and disbursements of the Bank's counsel) and any and all other documents and instruments prepared in connection herewith,
including but not limited to all amendments, modifications, waivers, consents, forbearances and other documents and instruments prepared or
entered into from time to time, including after the Closing Date;
(B) the satisfaction of all of the conditions precedent to the Bank's making the Loan, as set forth in Article 6; and
(C) and any and all other costs and expenses associated with the making of the Loan, including without limitation lien
and title search costs and fees, title insurance premiums, environmental assessment and investigation costs, feasibility studies and
engineering reports, recording fees, any stamp or recording taxes and any brokerage fees;
(ii) All reasonable costs and expenses of the Bank (including without limitation the reasonable fees and disbursements of the
Bank's counsel actually incurred) in connection with (A) the collection of the Obligations and the enforcement of this Agreement and the other
Loan Documents, including in connection with any restructuring or workout of the Obligations arising pursuant to a breach by any Loan Party
of any of the terms, conditions, representations, warranties or covenants of any Loan Document to which it is a party; (B) the protection of the
Collateral and Bank's Lien; and (C) defending or prosecuting any actions, suits or proceedings relating to any of the Loan Documents;
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(iii) The Bank's reasonable third-party costs incurred in connection with the inspections, reviews and audits of the Borrower's
books and records and of the Collateral and the Building; and
(iv) All reasonable costs and expenses of the Bank (including without limitation the reasonable fees and disbursements of the
Bank's counsel, consultants and contractors) in connection with environmental investigation, testing or other due diligence (A) in
contemplation of this Agreement, (B) during the term hereof as provided herein and in the other Loan Documents, and (C) following an Event
of Default.
All of such costs and expenses shall be payable by the Borrower to the Bank within ten (10) days following demand therefor or as otherwise
agreed upon by the Bank and the Borrower, and shall constitute Obligations under this Agreement. The Borrower's obligation to pay such
costs and expenses shall survive the termination of this Agreement and the repayment of the Obligations.
8.4 Notices.
8.4a Notice to the Borrower. All notices required to be delivered to the Borrower pursuant to this Agreement shall be in writing and shall be
sent to the following address, by hand delivery, recognized national overnight courier service, telex, telegram, telecopier or by the United
States certified mail, return receipt requested:
Morgantown Mall Associates Limited Partnership

c/o Glimcher Properties Limited Partnership
180 East Broad Street, 21st Floor
Columbus, OH 43215
Attention: General Counsel
Telecopier: (614) 621-8863
8.4b Notice to the Bank. All notices required to be delivered to the Bank pursuant to this Agreement shall be in writing and shall be sent to
the following address, by hand delivery, recognized national overnight courier service, telex, telegram, telecopier or by the United States
certified mail, return receipt requested:
First Commonwealth Bank

Central Offices
P.O. Box 400
Indiana, PA 15701-0400
Attention: Brian J. Pukylo
Telecopier: (724) 745-1789
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With a copy to:
Tucker Arensberg, P.C.
1500 One PPG Place
Pittsburgh, PA 15222
Attention: Matthew J. Malcho, Esquire
Telecopier: (412) 594-5619
All such notices shall be effective three (3) days after mailing, the date of telecopy transmission or when received, whichever is earlier. The
Borrower and the Bank may each change the address for service of notice upon it by a notice in writing to the other party hereto. Any such
notices to the Borrower shall be effective whether or not copies of such notices are mailed or transmitted to the party designated to receive
copies of such notices.
8.5 Set-Off. To secure the repayment of the Obligations, the Borrower hereby gives to the Bank and any participant in the Loan a lien and
security interest upon and in any of the Borrower's property, credits, securities or money which may at any time be delivered to, or be in the
possession of, or owed by the Bank and any participant to the Borrower in any capacity whatever. The Borrower hereby authorizes the Bank,
at any time and from time to time upon the occurrence and during the continuance of an Event of Default, at the Bank's or the participant's
option, to apply, at the discretion of the Bank or the participant, to the payment of the Obligations, any and all such property, credits,
securities or money now or hereafter in the hands of the Bank or the participant or belonging or owed to the Borrower. The Borrower agrees
that each participant shall be deemed to have, to the extent permitted by applicable law, the right of setoff in respect of its participation in
amounts owing under this Agreement and the Note to the same extent as if the amount of its participation were owing directly to it as a lender
under this Agreement or the Note.
8.6 Interest Limitation. Notwithstanding anything to the contrary contained in any of the Loan Documents, the obligations of the
Borrower to the Bank under the Loan Documents are subject to the limitation that payments of interest to the Bank shall not be required if and
to the extent that receipt of any such payment by the Bank would be contrary to any Governmental Rules applicable to the Bank which limit
the maximum rate of interest which may be charged or collected by the Bank. The portion of any such payment received by the Bank which is
in excess of the maximum interest permitted by such Governmental Rules shall be credited to the principal balance of the Loan.
8.7 No Third Party Rights. Nothing in this Agreement or any other Loan Document, whether express or implied, shall be construed to give
to any Person (other than the parties hereto or to such other Loan Document) any legal or equitable right, remedy or claim under or in respect
of this Agreement or such other Loan Documents, all of which are intended for the sole and exclusive benefit of the parties hereto and thereto.
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8.8 Participations and Assignments.
8.8a Sale of Participations and Assignments. The Bank may, in accordance with applicable law, and without the consent of the Borrower,
at any time sell participations in, or make assignments of, all or a portion of the Loan, the Note or any other interest of the Bank hereunder and
the other Loan Documents, to one or more Persons (which may be Affiliates of the Bank). The Borrower hereby authorize and consent to the
Bank disclosing to any such potential participant or assignee any information concerning the Borrower or the Property except social security
numbers which shall only be disclosed upon the acquisition of the participation or assignment as applicable. In the event of any such sale of
a participation, the Bank's obligations under this Agreement to the Borrower shall remain unchanged, the Bank shall remain solely responsible
for its performance under this Agreement, the Bank shall remain the holder of the Note made payable to it for all purposes under this
Agreement (including all voting rights hereunder) and the Borrower shall continue to deal solely and directly with the Bank in connection with
the Bank's rights and obligations under this Agreement and the other Loan Documents. In the event of any assignment, the Borrower agrees
to execute any documents and instruments, including but not limited to amended Notes, deemed reasonably necessary by the Bank to
accomplish such assignment.
8.9 Successors and Assigns. This Agreement shall be binding upon the Borrower and the Bank and their respective successors and
assigns, and shall inure to the benefit of the Borrower, the Bank and their respective successors and assigns; provided, however, that the
Borrower shall not assign its rights or duties hereunder or under any of the other Loan Documents without the prior written consent of the
Bank.
8.10 Severability. Any provision of this Agreement or any other Loan Document which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions
hereof or affecting the validity or enforceability of such provision in any other jurisdiction.
8.11 Survival. Except as otherwise set forth, the representations, warranties, covenants and agreements of the Borrower contained herein or
in the other Loan Documents or made in writing in connection herewith shall survive the issuance of the Note and shall continue in full force
and effect until payment in full of the Loan and the other Obligations is made and the Bank has no further obligation to make advances
hereunder.
8.12 Funds Transfer Authorization and Indemnification. The Borrower shall pay all charges which the Bank may impose from time to time
for transfers of funds and for following the instructions relating to transfers of funds. The Borrower shall also reimburse the Bank upon
demand for any out-of-pocket costs incurred by the Bank in carrying out the instructions given by the Borrower in connection with transfers
of funds. In no event shall the Bank be responsible for any loss, claim, liability, damage or other amount arising in any way, directly or
indirectly, from any error, failure, or delay in the performance of any of the Bank's obligations relating to transfers of funds caused by natural
disaster, fire, war, strike, civil unrest, error in or inoperability of communication equipment or lines, or any other circumstances beyond the
reasonable control of the Bank. The Borrower agrees to indemnify each Indemnified Person and hold each Indemnified Person harmless from
any and all losses, costs, damages and expenses (including reasonable attorneys' fees and costs, and costs of investigation, both at trial and
on appeal), arising directly or indirectly from, or relating in any manner to, any actions taken by the Bank in connection with transfers of funds
which were reasonably believed by the Bank to be taken pursuant to the Loan Documents, including but not limited to actions taken by the
Bank to amend or cancel any funds transfer instructions or any decision by the Bank to effect or not effect a transfer as provided, or any other
action taken by the Bank in good faith pursuant to its responsibilities relating to transfers of funds under the Loan Documents, unless arising
out of the gross negligence or willful misconduct of the Bank.
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8.13 GOVERNING LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA, WITHOUT REGARD TO THE PRINCIPLES
THEREOF REGARDING CONFLICT OF LAWS, EXCEPTING APPLICABLE FEDERAL LAW AND EXCEPT ONLY TO THE EXTENT
PRECLUDED BY THE MANDATORY APPLICATION OF THE LAW OF ANOTHER JURISDICTION.
8.14 FORUM. THE PARTIES HERETO AGREE THAT ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE OTHER LOAN DOCUMENTS TO WHICH THE BORROWER IS A PARTY MAY BE COMMENCED IN THE
COURT OF COMMON PLEAS OF INDIANA COUNTY, PENNSYLVANIA OR IN THE UNITED STATES DISTRICT COURT FOR THE
WESTERN DISTRICT OF PENNSYLVANIA, AND THE PARTIES HERETO 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 PARTIES AT THEIR ADDRESSES SET
FORTH IN SECTION 8.4, OR AS OTHERWISE PROVIDED UNDER THE LAWS OF THE COMMONWEALTH OF
PENNSYLVANIA. FURTHER, THE BORROWER 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 ACKNOWLEDGES THAT IT IS ESTOPPED FROM RAISING
ANY OBJECTION BASED ON FORUM NON CONVENIENS, ANY CLAIM THAT EITHER SUCH COURT LACKS PROPER VENUE OR
ANY OBJECTION THAT EITHER SUCH COURT LACKS PERSONAL JURISDICTION OVER THE BORROWER SO AS TO PROHIBIT
EITHER SUCH COURT FROM ADJUDICATING ANY ISSUES RAISED IN A COMPLAINT FILED WITH EITHER SUCH COURT
AGAINST THE BORROWER BY THE BANK CONCERNING THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR PAYMENT
TO THE BANK. THE BORROWER HEREBY ACKNOWLEDGES AND AGREES THAT THE CHOICE OF FORUM CONTAINED IN THIS
SECTION 8.14 SHALL NOT BE DEEMED TO PRECLUDE THE ENFORCEMENT OF ANY JUDGMENT OBTAINED IN ANY FORUM OR
THE TAKING OF ANY ACTION UNDER THE LOAN DOCUMENTS TO ENFORCE THE SAME IN ANY APPROPRIATE JURISDICTION.
8.15 DISCLAIMER REGARDING POWER OF ATTORNEY. SECTION 4.12 OF THIS AGREEMENT AND CERTAIN OF THE OTHER
LOAN DOCUMENTS CONTAIN POWERS OF ATTORNEY COUPLED WITH AN INTEREST WHICH ARE FOR THE SOLE BENEFIT OF
THE BANK. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE BEING EXECUTED IN CONNECTION WITH A LOAN OR
OTHER FINANCIAL TRANSACTION FOR BUSINESS PURPOSES AND NOT PRIMARILY FOR PERSONAL, FAMILY OR
HOUSEHOLD PURPOSES. THE BANK, AS AGENT FOR THE BORROWER UNDER THE POWERS OF ATTORNEY, IS NOT A
FIDUCIARY FOR THE BORROWER. THE BANK, IN EXERCISING ANY OF ITS RIGHTS OR POWERS PURSUANT TO THE POWERS
OF ATTORNEY, MAY DO SO FOR THE SOLE BENEFIT OF THE BANK AND NOT FOR THE BENEFIT OF THE BORROWER. THE
PARTIES ACKNOWLEDGE AND AGREE THAT THE PROVISIONS OF TITLE 20, PENNSYLVANIA CONSOLIDATED STATUTES,
SECTION 5601 ET SEQ., AS AMENDED (SPECIFICALLY INCLUDING ACT 39 OF 1999) SHALL NOT BE APPLICABLE TO THE
POWERS OF ATTORNEY.
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8.16 Non-Business Days. Whenever any payment hereunder or under any other Loan Document is due and payable on a day which is not
a Business Day, such payment may be made on the next succeeding Business Day, and such extension of time shall in each such case be
included in computing interest in connection with such payment.
8.17 Integration. This Agreement and the other Loan Documents evidence the entire agreement between the parties relating to this
financing transaction and supersede all prior understandings and agreements, whether written or oral, between the parties hereto relating to
the transactions provided for herein.
8.18 Counterparts. This 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 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.
8.19 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY
JURY IN ANY ACTION OR PROCEEDING OF ANY KIND OR NATURE IN ANY COURT, ARISING OUT OF, UNDER OR BY REASON OF
THIS AGREEMENT, ANY OF THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY. EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT THIS WAIVER OF JURY TRIAL HAS BEEN SPECIFICALLY
NEGOTIATED AS A PART OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.
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IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have caused this Loan Agreement to be executed as a
document under seal as of the date first written above.
ATTEST/WITNESS: MORGANTOWN MALL ASSOCIATES LIMITED

PARTNERSHIP, an Ohio limited partnership
By: GLIMCHER MORGANTOWN MALL, INC.,

a Delaware corporation, its general partner
By: GLIMCHER PROPERTIES CORPORATION,

a Delaware corporation, its sole shareholder
_______________________________ By: _________________________(SEAL)

Name: Name: Mark E. Yale
Title: Title: Executive Vice President, Chief
Financial Officer and Treasurer
WITNESS: FIRST COMMONWEALTH BANK
_______________________________ By: ___________________________________

Name: Name: Eugene L. Bartolini
Title: Title: Vice President
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Schedule 1.1
Morgantown Commons
SEE ATTACHED
Schedule 1.2
Proposed Location of Outlots
SEE ATTACHED
-2-
Schedule 3.2
Ownership Structure
SEE ATTACHED
-3-
Schedule 3.8
Litigation
None.
-4-
Schedule 3.10a
Permitted Encumbrances
Those items identified on Schedule B to Lawyer's Title Insurance Company's commitment no. M0591.00338 issued to the Bank in connection
herewith.
-5-
Schedule 5.1
Indebtedness
NONE
-6-
Exhibit 10.103
TERM NOTE
$40,000,000.00 October 8, 2008
THIS TERM NOTE (together with all extensions, renewals, amendments, substitutions and replacements hereto and hereof, the
"Note") is executed and delivered under and pursuant to the terms of that certain Loan Agreement dated as of even date herewith (together
with all extensions, renewals, amendments, substitutions and replacements thereto and thereof the "Agreement") by and between
MORGANTOWN MALL ASSOCIATES LIMITED PARTNERSHIP, an Ohio limited partnership (the "Borrower"), and FIRST
COMMONWEALTH BANK (the "Bank").
FOR VALUE RECEIVED, the Borrower hereby promises to pay to the order of the Bank, its successors and assigns, at the office
of the Bank at Philadelphia and Sixth Streets, Indiana, Pennsylvania 15701 or such other location as the Bank shall designate from time to time,
the principal amount of FORTY MILLION AND 00/100 DOLLARS ($40,000,000.00) or such lesser amount as may be advanced to or for the
benefit of the Borrower hereunder and which is outstanding from time to time hereunder, together with interest accruing on the outstanding
principal balance from the date hereof, as provided below.
1. Interest Rates.
(a) For the term of this Note, interest shall be charged on the outstanding principal balance of this Note at a floating rate equal to the sum of (x)
the one-month London Inter Bank Offered Rate or “LIBOR”, (determined as set forth below) plus (y) a margin equal to three hundred fifty
(350) basis points, or three and fifty hundredths of one percent (3.50%)(the "Margin"); subject in each case to adjustment as set forth below.
“LIBOR” shall mean, for each Reset Date, the interest rate per annum determined by the Bank by dividing (i) the rate which
appears as USD-LIBOR-BBA on Dow Jones Page 3750 previously known as Telerate Page 3750 (or on such other substitute Dow
Jones page that displays rates at which US dollar deposits are offered by leading banks in the London interbank deposit market),
or the rate which is quoted by another source selected by the Bank which has been approved by the British Bankers’
Association as an authorized information vendor for the purpose of displaying rates at which US dollar deposits are offered by
leading banks in the London interbank deposit market (an “Alternate Source”), at approximately 11:00 a.m., London time, two (2)
Business Days prior to such Reset Date, as the one (1) month London interbank offered rate for U.S. Dollar deposits commencing
on such Reset Date (or if there shall at any time, for any reason, no longer exist a Dow Jones Page 3750 previously known as
Telerate Page 3750 (or any substitute page) or any Alternate Source, a comparable replacement rate determined by the Bank at
such time (which determination shall be conclusive absent manifest error)), by (ii) a number equal to 1.00 minus the LIBOR
Reserve Percentage.
“LIBOR Reserve Percentage” shall mean the maximum effective percentage in effect on such day as prescribed by the Board of
Governors of the Federal Reserve System (or any successor) for determining the reserve requirements (including, without
limitation, supplemental, marginal and emergency reserve requirements) with respect to eurocurrency funding (currently referred
to as “Eurocurrency liabilities”).
“Reset Date” shall mean, initially October 14, 2008, and the first day of each month thereafter commencing on November 1, 2008.
(b) Interest shall be calculated on a 360-day simple interest basis; that is by applying the ratio of the annual interest rate over a year of
360 days multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding.
(c) Upon the occurrence and during the continuance of an Event of Default (as defined in the Agreement) including failure to pay upon
final maturity, the Bank may, pursuant to the Agreement, require that amounts outstanding under this Note bear interest at a rate per annum
equal to the sum of the rate otherwise in effect hereunder plus five percent (5%) (the "Default Rate").
(d) Interest will continue to accrue on the outstanding unpaid principal balance of this Note, including at the Default Rate if it has been
imposed, whether or not judgment is entered on this Note.
(e) In no event will the rate of interest hereunder exceed the maximum rate of interest permitted by applicable law.
2. Payments of Principal and Interest.
(a) Beginning on November 1, 2008 and continuing on the first (1st) day of each month thereafter up to and including October 1, 2010,
consecutive monthly installments of principal shall be due and payable in the respective amounts and at the times set forth on Exhibit "A"
attached hereto and made a part hereof. Accrued interest on the unpaid principal balance of this Note shall be payable in arrears at the same
times as the principal payments.
(b) Beginning on November 1st, 2010 and continuing on the first (1st) day of each month thereafter, consecutive monthly installments of
principal and interest shall be due and payable, each such installment amount being that amount of combined principal and interest which
would, at the then applicable interest rate described in paragraph 1(a) above, amortize over a period of twenty-five (25) years, the then
outstanding principal balance of this Note. The monthly payments hereunder shall be automatically adjusted upon each Reset Date based on
any change in the Index using the then current outstanding principal balance and the number of months remaining in the twenty-five (25) year
amortization period commencing on the Closing Date.
2
(b) On the Maturity Date, (including any revised Maturity Date in connection with any Extension Period pursuant to the terms of Section
2.5 of the Agreement) the then outstanding principal balance of the Obligations (as defined in the Agreement) of the Borrower, shall be due
and payable in full.
(d) If any payment of principal or interest is not made within ten (10) days following the due date for such
payment, the Borrower will pay to the Bank immediately upon demand a late charge in an amount equal to the greater of $25.00 or five percent
(5%) of the amount that has not been paid, not to exceed $27,000 in any one event.
(e) All payments of principal, interest and other amounts shall be made at the office of the Bank at its address set forth above.
(f) If any payment under this Note shall become due on a Saturday, Sunday or public holiday under the laws of the State where the
Bank’s office indicated above is located, such payment shall be made on the next succeeding business day and such extension of time shall be
included in computing interest in connection with such payment. The Borrower hereby authorizes the Bank to charge the Borrower's deposit
account at the Bank for any payment if not made when due. If Borrower is in default under this Note, payments received will be applied to
charges, fees and expenses (including attorneys’ fees), accrued interest and principal in any order the Bank may choose, in its sole
discretion. If Borrower is not in default under this Note, payments shall be applied to the purpose earmarked by Borrower, and if no purpose is
earmarked by Borrower in writing, then first to accrued but unpaid interest, second to principal and then lastly to any charges, fees and
expenses due Bank.
(g) Both the Late Charge and the Default Rate are imposed as liquidated damages for the purpose of defraying the Bank’s expenses
incident to the handling of delinquent payments, but are in addition to, and not in lieu of, the Bank’s exercise of any rights and remedies
hereunder, under the other Loan Documents or under applicable law, and any fees and expenses of any agents or attorneys which the Bank
may employ. In addition, the Default Rate reflects the increased credit risk to the Bank of carrying a loan that is in default. The Borrower
agrees that the Late Charge and Default Rate are reasonable forecasts of just compensation for anticipated and actual harm incurred by the
Bank, and that the actual harm incurred by the Bank cannot be estimated with certainty and without difficulty.
3. Prepayments. The principal owed hereunder may be prepaid in whole or in part at any time, and from time to time, subject
to the payment of the prepayment premium described in the Agreement. All prepayments shall be applied as set forth in the Agreement.
4. Incorporation of Terms. This Note is the Note referred to in the Agreement. Reference is made to the Agreement for the
provisions for the acceleration of the maturity hereof. All of the terms, conditions, covenants, representations and warranties of the
Agreement are incorporated herein by reference as if the same were more fully set forth herein. All capitalized terms used herein which are not
defined herein, but which are defined in the Agreement, shall have the meanings herein which are given to them in the Agreement.
3
5. Remedies Upon Default. Upon the occurrence of an Event of Default specified in the Agreement, the principal hereof and
accrued interest hereon may become forthwith due and payable, all as provided in the Agreement.
6. Certain Waivers. Demand, presentment, protest, notice of dishonor, notices of default or nonpayment and all other
notices of any kind are hereby waived.
7. Successors and Assigns. Subject to the terms of the Agreement, this Note may be assigned by the Bank (or any other
holder hereof), in whole or in part, at any time and from time to time. This Note shall be binding upon the successors and assigns of the
Borrower and shall inure to the benefit of the successors and assigns of the Bank (and any holder hereof); provided that the Borrower may not
assign this Note without the prior written consent of the Bank.
8. Governing Law. This Note shall be governed by, and construed and enforced in accordance with, the laws of the
Commonwealth of Pennsylvania without regard to the principles thereof regarding conflict of laws, excepting applicable Federal Law.
9. Power to Confess Judgment.
(a) The Borrower hereby irrevocably authorizes and empowers any attorney or the Prothonotary or Clerk of any
Court in the Commonwealth of Pennsylvania, or elsewhere, to appear at any time after the occurrence and during the continuance of an
Event of Default for the Borrower as of any term, and with or without complaint filed, confess or enter judgment against the Borrower for the
entire principal balance of this Note and all accrued interest, together with costs of suit, and an attorney's commission equal to the greater
of (a) all reasonable legal fees and expenses actually incurred and to be incurred by the Bank for the collection or preservation of the
obligations due under this Note or (b) one percent (1% ) of the unpaid principal balance and accrued interest, but in any event not less than
One Thousand Dollars ($1,000), plus other costs incurred by the Bank under the Agreement; and for so doing, this Note or a copy of this
Note verified by affidavit shall be sufficient warrant. The authority granted in this Note to confess judgment against the Borrower shall not
be exhausted by any single exercise of that authority, but shall continue from time to time and at all times until payment in full of all amounts
due under this Note.
(b) The Borrower further acknowledges and agrees that after the entry of judgment by confession against the undersigned, the Bank (or
any holder of the judgment) may without notice and a hearing foreclose upon, attach, garnish, levy or otherwise seize property of the
undersigned in full or partial payment of the judgment. The Borrower, being fully aware of its rights to prior notice and a hearing on the
validity of any claims or defenses that may be asserted against the Bank hereunder, before and/or after judgment is entered, knowingly,
intelligently and willingly waives these rights and expressly agrees and consents to the entry of judgment by confessions on this Note
against the Borrower and, without notice or hearing, the taking of such other actions as may be permitted under applicable law.
4
(c) The Borrower agrees that any action or proceeding arising out of or relating to this Note may be commenced in the Court of Common
Pleas of Indiana County, Pennsylvania or in the United States District Court for the Western District of Pennsylvania, and the Borrower
agrees 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 Borrower at its address set forth in the Agreement, or as otherwise
provided under the laws of the Commonwealth of Pennsylvania. Further, the Borrower 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 acknowledges that the Borrower is estopped from raising any objection based on forum non conveniens,
any claim that either such court lacks proper venue or any objection that either such court lacks personal jurisdiction over the Borrower so
as to prohibit either such court from adjudicating any issues raised in a complaint filed concerning this Note or payment to the Bank. The
Borrower hereby acknowledges and agrees that this choice of forum provision shall not be deemed to preclude the enforcement of any
judgment obtained in any forum or the taking of any action under this Note to enforce the same in any appropriate jurisdiction.
10. Waiver of Jury Trial. Each of the Borrower and the Bank hereby irrevocably waives any and all right to trial by jury in
any action or proceeding of any kind or nature in any court, arising out of, under or by reason of this Note or the transactions contemplated
hereby. The Borrower and the Bank acknowledge that this waiver of jury trial has been specifically negotiated as a part of this Note and the
other Loan Documents.
The Borrower acknowledges that the Borrower has read and understood all the provisions of this Note, including the confession
of judgment and waiver of jury trial provisions, and has been advised by counsel as necessary or appropriate.
[Remainder of Page Intentionally Left Blank]
5
WITNESS the due execution of this Term Note on the date first above written with the intent to be legally bound hereby, and with
the further intention that this Note shall constitute a sealed instrument.
WITNESS/ATTEST: MORGANTOWN MALL ASSOCIATES LIMITED



By:_______________________________
Name: By:______________________(SEAL)
Title: Name: Mark E. Yale
Title: Executive Vice President, Chief Operating Officer and
Treasurer
Exhibit 10.104
DEED OF TRUST AND SECURITY AGREEMENT

THIS DEED OF TRUST AND SECURITY AGREEMENT (together with all exhibits and schedules hereto and all extensions,
renewals, amendments, substitutions and replacements hereto and hereof this "Deed of Trust") is made this 8th day of October, 2008, to be
effective as of October 14, 2008, by MORGANTOWN MALL ASSOCIATES LIMITED PARTNERSHIP, an Ohio limited partnership (the
"Grantor"), with an office at 180 East Broad Street, 21st Floor, Columbus, Ohio 443215, in favor of Camden P. Siegrist, a resident of Kanawha
County, West Virginia (the "Trustee") with a principal address 600 Quarrier Street, Charleston, West Virginia 25301 for the benefit of FIRST
COMMONWEALTH BANK (the "Beneficiary"), with its principal office at Philadelphia and 6th Streets, Indiana, Pennsylvania 157019.
WITNESSETH:
WHEREAS, the Grantor is the owner in fee simple of a certain tract or parcel of land located in the Township of Westover, County
of Monongalia, State of West Virginia, and more particularly described in Exhibit A attached hereto and made a part hereof, together with the
improvements now or hereafter erected thereon; and
WHEREAS, the Grantor (in such capacity, the "Borrower") is indebted to the Beneficiary in connection with a certain term loan in
the aggregate principal amount of Forty Million and 00/100 Dollars ($40,000,000.00) (the "Loan") pursuant to the terms and conditions of that
certain Loan Agreement dated as of October 8, 2008, (the Loan Agreement, together with all exhibits, schedules, extensions, renewals,
amendments, substitutions and replacements thereto and thereof is referred to herein as the "Loan Agreement"); and
WHEREAS, the Borrower has made and delivered to the Beneficiary that certain Term Note dated as of even date herewith in the
aggregate principal face amount of $40,000,000.00 (together with all extensions, renewals, amendments, substitutions and replacements thereto
and thereof, collectively the "Note");
NOW, THEREFORE, in consideration of the Loan and for the purpose of securing the payment and performance by the Borrower to
the Beneficiary of the following obligations (collectively called the "Obligations"):
(i) The Loan, the Note and all other loans, advances, debts, liabilities, obligations, covenants and duties owing by the
Borrower to the Beneficiary under or in connection with the Loan Agreement, the Note or any of the other Loan Documents (as such term is
defined in the Loan Agreement) of any kind or nature including, without limitation, all Obligations (as such term is defined in the Loan
Agreement), present or future, whether or not (i) evidenced by any note, guaranty or other instrument, (ii) arising under any agreement,
instrument or document, (iii) for the payment of money, (iv) arising by reason of an extension of credit, opening of a letter of credit, loan,
equipment lease or guarantee, (v) under any interest or currency swap, future, option or other interest rate protection or similar agreement
including, without limitation, any Rate Management Agreement entered into by and between the Bank and the Borrower in connection with the
Loan, (vi) under or by reason of any foreign currency transaction, forward, option or other similar transaction providing for the purchase of one
currency in exchange for the sale of another currency, or in any other manner, or (vii) arising out of overdrafts on deposit or other accounts or
electronic funds transfers (whether by wire transfer or through automated clearing houses or otherwise) or out of the return unpaid of, or other
failure of the Beneficiary to receive final payment for, any check, item, instrument, payment order or other deposit or credit to a deposit or other
account or out of the Beneficiary's non-receipt of or inability to collect funds or otherwise not being made whole in connection with depository
or other similar arrangements; and any amendments, extensions, renewals or increases of or to any of the foregoing, and all costs and expenses
of the Beneficiary incurred in the documentation, negotiation, modification, enforcement, collection and otherwise in connection with any of the
foregoing, including reasonable attorneys' fees and expense; and (viii) any sums advanced by the Beneficiary or which may otherwise become
due pursuant to the provisions of this Deed of Trust or pursuant to any of the other Loan Documents the Grantor, for good and valuable
consideration, receipt of which is hereby acknowledged, and intending to be legally bound hereby, does hereby give, grant, bargain, sell,
convey, assign, transfer, mortgage, hypothecate, pledge, set over and confirm unto the Trustee, in trust with the power of sale and does agree
that the Trustee on behalf of the Beneficiary shall have a security interest in the following described property, all accessions and additions
thereto, all substitutions therefor and replacements and proceeds thereof, and all reversions and remainders of such property now owned or held
or hereafter acquired (the "Property"), to wit:
(a) All of the Grantor's estate in the premises described in Exhibit A, together with all of the easements, rights of way,
privileges, liberties, hereditaments, gores, streets, alleys, passages, ways, waters, watercourses, rights and appurtenances thereunto belonging
or appertaining, and all of the estate, right, title, interest, claim and demand whatsoever of the Grantor therein and in the public streets and ways
adjacent thereto, either in law or in equity (the "Realty");
(b) All of the buildings, structures and improvements of every kind and description now or hereafter erected or placed on the
Realty, and all facilities, fixtures, machinery, apparatus, appliances, installations, machinery and equipment, including, without limitation, all
building materials to be incorporated into such buildings, all electrical equipment necessary for the operation of such buildings and heating, air
conditioning and plumbing equipment now or hereafter attached to, located in or used in connection with those buildings, structures or other
improvements (the "Improvements");
(c) All machinery, apparatus, equipment, fittings, appliances and fixtures of every kind and nature whatsoever, and regardless
of whether the same may now or hereafter be attached or affixed to the Realty or Improvements, including, without limitation, all electrical,
antipollution, heating, lighting, incinerating, power, air conditioning, plumbing, lifting, cleaning, fire prevention, fire extinguishing, apparatus,
equipment, fittings, appliances and fixtures, and all engines, pipes, pumps, tanks, motors, conduits, ducts, compressors, elevators and
escalators, and all articles of personal property and goods of every kind and nature whatsoever now or hereinafter affixed to, attached to, placed
upon, or used or usable in any way in connection with the use, enjoyment, occupancy or operation of the Realty or Improvements (collectively,
the "Equipment");
(d) All rents, issues and profits arising or issuing from the Realty and the Improvements (the "Rents") including, but not
limited to, the Rents arising or issuing from all leases and subleases now or hereafter entered into covering all or any part of the Realty and
Improvements (the "Leases"), all of which Leases and Rents are hereby assigned to the Beneficiary by the Grantor. The foregoing assignment
shall include, without limitation, all cash or securities deposited under Leases to secure performance of lessees of their obligations thereunder,
whether such cash or securities are to be held until the expiration of the terms of such leases or applied to one or more installments of rent
coming due prior to the expiration of such terms. The foregoing assignment extends to Rents arising both before and after the commencement
by or against the Grantor of any case or proceeding under any federal or state bankruptcy, insolvency or similar law. The Grantor will execute
and deliver to the Beneficiary, on demand, such assignments and instruments as the Beneficiary may require to implement, confirm, maintain and
continue the assignment hereunder;
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(e) All of the Grantor's rights and interests in all agreements now or hereafter in existence providing for or relating to the
construction, maintenance, operation or management of the Property or any part thereof, including the plans and specifications therefor, and all
copies thereof (together with the right to amend or terminate the same or waive the provisions of the foregoing), and any amendments, renewals
and replacements thereof; to the extent permitted by the relevant authorities, all licenses, permits and approvals for the ownership, construction,
maintenance, operation, use and occupancy of the Property, or any part thereof and any amendments, renewals and replacements thereof; all of
the Grantor's rights and interests in all warranties and guaranties from contractors, subcontractors, suppliers and manufacturers to the maximum
extent permissible relating to the Property or any part thereof; all insurance policies covering or affecting the Property or any part thereof
(collectively, the "Other Property");
(f) All proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or liquidated claims; and
(g) Without limiting any of the other provisions of this Deed of Trust, the Grantor, as debtor, expressly grants unto the
Beneficiary, as secured party, a security interest in all those portions of the Property which may be subject to the Uniform Commercial Code
provisions applicable to secured transactions under the laws of any state, and the Grantor will execute and deliver to the Beneficiary on demand
such financing statements and other instruments as the Beneficiary may require in order to perfect and maintain such security interest under the
Uniform Commercial Code on the aforesaid collateral.
In trust, nevertheless, unto the Trustee, to secure the performance and observance of the Borrowers' obligations hereunder and
under the other Loan Documents.
THE NAME AND RESIDENCE OF THE BENEFICIAL OWNER OF THE NOTE IS FIRST COMMONWEALTH BANK,
PHILADELPHIA AND 6TH STREETS, P.O. BOX 400, INDIANA, PENNSYLVANIA 15701.
Provided, however, that if the Grantor shall pay to the Beneficiary the Obligations, and if the Grantor shall keep and perform each of
their other covenants, conditions and agreements set forth herein and in the other Loan Documents, then, upon the termination of all
obligations, duties and commitments of the Grantor under the Obligations and this Deed of Trust, the estate hereby granted and conveyed shall
become null and void.
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AND GRANTOR hereby warrants, covenants and agrees as follows:
1. Warranty of Title. The Grantor represents and warrants to the Beneficiary that the Grantor has good and marketable title to
an estate in fee simple absolute in the Realty and the Improvements and has all right, title and interest in all other property constituting a part of
the Property, in each case free and clear of all Liens (as defined in the Loan Agreement), except for Permitted Liens (as defined in the Loan
Agreement). This Deed of Trust is a valid and enforceable first Lien on the Property (except for Permitted Liens), and the Beneficiary shall,
subject to the Grantor's right of possession prior to an Event of Default (as defined below), quietly enjoy and possess the Property. The Grantor
shall preserve such title as it warrants herein and the validity and priority of the Lien hereof and shall forever warrant and defend the same to the
Beneficiary against the claims of all Persons. All of the representations and warranties of the Grantor set forth in the Environmental Indemnity
Agreement (as defined in the Loan Agreement) are incorporated herein by reference as if set forth herein.
2. Payment and Performance of Obligations. Until all of the Obligations shall have been fully paid, satisfied and discharged
the Grantor shall pay or cause to be paid and perform all Obligations when due as provided in the Loan Documents.
3. Legal Requirements. Until all of the Obligations shall have been fully paid, satisfied and discharged the Grantor shall
promptly comply with and conform to all present and future Governmental Rules which may be applicable to the Grantor or to any of the
Property.
4. Impositions.
(a) Before interest or penalties are due thereon and otherwise when due, the Grantor shall pay all taxes of every kind and
nature, all charges for any easement or agreement maintained for the benefit of any of the Property, all general and special assessments
(including, without limitation, any condominium or planned unit development assessments, if any), levies, permits, inspection and license fees,
all water and sewer rents and charges, and all other charges and Liens, whether of a like or different nature, even if unforeseen or extraordinary,
imposed upon or assessed against the Grantor or any of the Property. The Grantor shall comply in all respects with all agreements, mortgages,
covenants, and restrictions now or hereafter affecting the Realty or Improvements. The obligations referred to in this Section are hereinafter
collectively referred to as the "Impositions". Within thirty (30) days after the payment of any Imposition, the Grantor shall deliver to the
Beneficiary evidence acceptable to the Beneficiary of such payment. The Grantor's obligations to pay the Impositions shall survive the
Beneficiary's taking title to the Property through foreclosure, deed-in-lieu or otherwise. The Grantor shall also deliver to the Beneficiary, within
ten (10) days of receipt thereof, copies of all settlements and notices pertaining to the Impositions which may be issued by any Governmental
Authority.
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(b) Subject to the right of the Grantor to contest the payment of an Imposition as provided in Section 7 hereof, the Beneficiary
may pay or perform any Imposition and add the amount so paid or the cost incurred to the Obligations, and all such amounts shall on demand be
due and payable, together with interest thereon from the date of such demand at the Default Rate (as such term is defined in the Note).
5. Insurance.
(a) The Grantor shall maintain commercial general liability insurance, special perils property insurance, loss of income
insurance, contractual liability insurance for all indemnification obligations of the Grantor under all leases, and such other insurance as may be
required from time to time by the Beneficiary. The amounts, coverages and other terms and conditions of the insurance policies shall at all times
be satisfactory to the Beneficiary and shall satisfy any co-insurance requirements of the Beneficiary. The Grantor shall pay as they become due
all premiums for such insurance, shall keep each policy in full force and effect, shall deliver to the Beneficiary evidence of the payment of the full
premium therefor at least twenty (20) days prior to the expiration date of each policy, and shall deliver to the Beneficiary the original policies of
insurance or acceptable evidence thereof, with noncontributory mortgagee clauses in favor of and acceptable to the Beneficiary. The Grantor's
liability insurance and property policies shall specifically name the Beneficiary as an additional insured and as lender loss payee
respectively. Each policy shall provide for written notice to be received by the Beneficiary at least thirty (30) days prior to any cancellation, non-
renewal or amendment of such insurance.
(b) The Grantor shall deliver to the Beneficiary, at the time of each renewal of the policy (but at least once every three (3)
years), a statement reasonably satisfactory to the Beneficiary as to the then replacement and insurable values of the Improvements as
determined by the underwriter of fire insurance on the Property or by a qualified appraiser approved by the Beneficiary.
(c) The Grantor shall promptly comply with and conform to (i) all provisions of each such insurance policy and (ii) all
requirements of the insurers thereunder applicable to the Grantor or any of the Property or to the use, manner of use, occupancy, possession,
operation, maintenance, alteration or repair of any of the Property, even if such compliance necessitates structural changes or improvements or
results in interference with the use or enjoyment of any of the Property, provided however that the Grantor shall obtain the prior written consent
of the Beneficiary (which consent shall not be unreasonably withheld) prior to making any material structural changes or improvements or
interfering with the use or enjoyment of any of the Property. The Grantor shall not use or permit any party to use any of the Property in any
manner which would permit the insurer to cancel any insurance policy.
(d) The Grantor shall not adjust, collect or compromise any property claims under said policies without the prior written
consent of the Beneficiary. Each insurer is hereby authorized and directed to make payment under said policies, including return of unearned
premiums, directly to the Beneficiary instead of to the Grantor and the Beneficiary jointly, and the Grantor appoints the Beneficiary as the
Grantor's attorney-in-fact to endorse any draft therefor. All insurance proceeds shall be payable to the Beneficiary and such proceeds may,
during the continuance of an Event of Default, at the Beneficiary's sole option, be applied to any part of the Obligations and in any order
(notwithstanding that such Obligations may not then be due and payable) or to the repair and restoration of any of the Property. The
Beneficiary shall not be deemed to have elected such option until such option is elected specifically in writing. Until so elected, the Beneficiary
shall not in any circumstances be deemed to have waived its right to make such election.
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(e) In the event of any casualty (whether or not insured against) resulting in damage to any of the Property, unless an uncured
Event of Default exists and the Beneficiary shall have elected to apply the insurance proceeds to the payment of the Obligations, the Grantor,
whether or not such insurance proceeds shall be sufficient for the purpose, shall promptly commence and diligently continue to restore the
Property as nearly as possible to its value, condition and character immediately prior to such casualty. In that event, the Beneficiary shall have
the right to hold any insurance proceeds and disburse them to the Grantor or for the account of the Grantor as the restoration progresses, as
provided in Section 12 hereof.
(f) In the event of loss, any separate insurance concurrent in form or contributing with that required to be maintained under
this Section shall contain a non-contributory mortgagee clause in favor of and acceptable to the Beneficiary, and a duplicate original policy shall
be delivered promptly to the Beneficiary; provided however that no such concurrent or contributing insurance shall be maintained without the
prior written consent of the Beneficiary.
6. Installments for Insurance, Taxes and Other Charges. After the occurrence of an Event Default, the Grantor shall, if
requested by the Beneficiary, pay to the Beneficiary monthly, an amount equal to one-twelfth (1/12) of the annual premiums for the insurance
policies referred to hereinabove and the annual Impositions and any other item which at any time may be or become a Lien upon the Property
(the "Escrow Charges"). The amounts so paid shall be used in payment of the Escrow Charges so long as no Event of Default shall have
occurred. No amount so paid to the Beneficiary shall be deemed to be trust funds, nor shall any sums paid bear interest. The Beneficiary shall
have no obligation to pay any insurance premium or Imposition if at any time the funds being held by the Beneficiary for such premium or
Imposition are insufficient to make such payments. Upon the occurrence of an Event of Default, the Beneficiary shall have the right, at its
election, to apply any amount so held against the Obligations due and payable in such order as the Beneficiary may deem fit, and the Grantor
hereby grants to the Beneficiary a Lien upon and security interest in such amounts for such purpose.
7. Right of Contest. The Grantor may in good faith contest, by proper legal proceedings, the validity of any Legal Requirement
or the validity or amount of any Imposition, provided, (i) an Event of Default does not exist; (ii) the Grantor provides the Beneficiary with
security satisfactory to the Beneficiary assuring compliance with or payment of the Imposition and any additional charge, interest, penalty,
expense or other payment which may arise from or be incurred as a result of such contest; and (iii) such contest operates to suspend
enforcement of compliance with or collection or enforcement of the Imposition and is maintained and prosecuted with diligence, except in the
case of real estate tax assessment appeals, such contest only may be made if all real estate taxes are paid.
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8. Maintenance and Impairment of Security. The Grantor shall keep or cause to be kept the Property in good condition and
order and in a rentable and tenantable state of repair and will make or cause to be made, as and when necessary, all repairs, renewals, and
replacements, structural and nonstructural, exterior and interior, foreseen and unforeseen, ordinary and extraordinary, provided however that no
material structural repairs, renewals or replacements shall be made without the Beneficiary's prior written consent, which consent shall not be
unreasonably withheld. The Grantor shall not remove, demolish or alter the Property or any part thereof, nor commit or suffer waste with respect
thereto, nor permit the Property to become deserted or abandoned. The Grantor shall permit the Beneficiary and its agents at any reasonable
time, and from time to time, to enter upon and visit the Property for the purpose of inspecting and appraising the same. The Grantor covenants
and agrees not to take or permit any action with respect to the Property which will in any manner impair the security of this Deed of Trust.
9. Use of Property. Unless the Beneficiary otherwise gives its prior written consent, the Grantor shall not use or permit others
to use the Property for other than as an office and retail complex and for other appurtenant and related uses.
10. Condemnation. If all or a material portion of the Property shall be damaged or taken through condemnation (which term
when used in this Deed of Trust shall include any damage or taking by any Governmental Authority and any transfer by private sale in lieu
thereof), either temporarily or permanently (collectively, a "Material Taking"), the Obligations secured hereby shall, at the option of the
Beneficiary, become immediately due and payable. For purposes hereof, a "material portion" shall mean that portion of the Property which,
based on a new Appraisal of the remaining Property after giving effect to such condemnation, would result in a Loan-to-Value Ratio of 80% or
greater. The Grantor, immediately upon obtaining knowledge of the institution of any proceedings for the condemnation or taking by eminent
domain of any of the Property, shall notify the Beneficiary of the pendency of such proceedings. The Beneficiary may participate in any such
proceedings and the Grantor shall deliver to the Beneficiary all instruments requested by it to permit such participation. Any award or
compensation for property taken or for damage to property not taken other than a Material Taking, whether as a result of such proceedings or in
lieu thereof, is hereby assigned to and shall be received and collected directly by the Beneficiary, and any award or compensation shall be
applied to the repair and restoration of any of the Property or, at the Beneficiary's option, after the occurrence and during the continuance of an
Event of Default, to any part of the Obligations and in any order (notwithstanding that any of such Obligations may not then be due and
payable). The Grantor shall promptly, whether or not such award or compensation shall be sufficient for the purpose, commence and diligently
continue to restore the Property as nearly as possible to its value, condition and character immediately prior to such damage. In that event, the
Beneficiary shall have the right to hold the award or compensation and disburse it to the Grantor or for the account of the Grantor as the
restoration progresses, as provided in Section 12 hereof. The Grantor agrees to execute such further assignment of any compensation, awards,
damages, claims, rights of action, proceeds, and other payments, as the Beneficiary may require.
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11. No Credits on Account of the Debt. Grantor will not claim or demand or be entitled to any credit or credits on account of
the unpaid principal balance of the Note together with all interest thereon ("Debt") for any part of the Taxes or Other Charges assessed against
the Mortgaged Property, or any part thereof, and no deduction shall otherwise be made or claimed from the assessed value of the Mortgaged
Property, or any part thereof, for real estate tax purposes by reason of this Deed of Trust or the Debt. In the event such claim, credit or
deduction shall be required by law, Beneficiary shall have the option, by written notice of not less than ninety (90) days, to declare the
Obligations immediately due and payable.
12. Restoration.
(a) All amounts received by the Beneficiary pursuant to Section 5 or Section 10 hereof may either be held in a restoration fund
(the "Restoration Fund") by the Beneficiary or, if it refuses to serve, a bank or trust company appointed by the Beneficiary which has a
combined capital and surplus of not less than $100,000,000, as restoration fund trustee (the "Restoration Fund Trustee"), with any additions
thereto that may be required by the Beneficiary as hereinafter provided. The interest or income, if any, received on all deposits or investments of
any moneys in the Restoration Fund shall be added to the Restoration Fund. If the Beneficiary consents to the deposit of such funds in an
interest-bearing account or otherwise consents to the investment of such funds, neither the Beneficiary nor the Restoration Fund Trustee shall
be liable or accountable for any loss resulting from any such deposit or investment, or for any withdrawal, redemption or sale of deposits or
investments. The Beneficiary and the Restoration Fund Trustee may impose reasonable charges for services performed in managing the
Restoration Fund and may deduct such charges therefrom. Restoration shall be performed only in accordance with the following conditions: (i)
prior to commencement of restoration and from time to time during restoration, the Beneficiary may require the Grantor to deposit additional
moneys into the Restoration Fund in amounts which in the Beneficiary's judgment are sufficient to defray all costs to be incurred to complete the
restoration and all costs associated therewith, including labor, materials, architectural and design fees and expenses and contractor's fees and
expenses, and the Beneficiary shall have approved a budget and cost breakdown for the restoration, together with a disbursement schedule, in
detail satisfactory to the Beneficiary; (ii) prior to commencement of restoration, the Grantor shall provide satisfactory evidence of rental loss
insurance payments sufficient to replace any rents that are reduced or abated during the projected restoration period or shall deposit additional
funds in the Restoration Fund to compensate for any shortfall in projected debt service payments during the restoration period, in the
Beneficiary's reasonable discretion; (iii) prior to commencement of restoration, the contracts, contractors, plans and specifications for the
restoration shall have been approved by the Beneficiary and all Governmental Authorities having jurisdiction, and the Beneficiary shall be
provided with satisfactory title insurance and acceptable surety bonds insuring satisfactory completion of the restoration and the payment of all
subcontractors and materialmen; (iv) all restoration work shall be done under fixed price contracts, fully bonded; (v) at the time of any
disbursement, an Event of Default, or any event or condition which with the passage of time or the giving of notice, or both, would constitute an
Event of Default, shall not have occurred, no mechanics' or materialmen's liens shall have been filed and remain undischarged and an
endorsement to its title insurance policy, satisfactory to the Beneficiary, shall have been delivered to the Beneficiary; (vi) disbursements from
the Restoration Fund shall be made from time to time, but not more frequently than once each calendar month, for completed work under the
aforesaid contracts (subject to retainage) and for other costs associated therewith and approved by the Beneficiary, upon receipt of evidence
satisfactory to the Beneficiary of the stage of completion and of performance of the work in a good and workmanlike manner in accordance with
the contracts, plans and specifications as approved by the Beneficiary; (vii) the Grantor will pay the cost of the Beneficiary's inspecting architect
or engineer and the cost of any attorney's fees and disbursements incurred by the Beneficiary in connection with such restoration; (viii) the
Beneficiary shall have the option to retain up to ten percent (10%) of the cost of all work until the restoration is fully completed, as determined
by the Beneficiary, and all occupancy permits therefor have been issued; (vix) the Beneficiary may impose such other reasonable conditions,
including a restoration schedule, as are customarily imposed by construction lenders to assure complete and lien-free restoration; and (x) any
sum remaining in the Restoration Fund upon completion of restoration shall, at the Beneficiary's option, be applied to any part of the Obligations
and in any order (notwithstanding that any of such Obligations may not then be due and payable) or be paid to the Grantor.
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(b) If within a reasonable period of time after the occurrence of any loss or damage to the Property, the Grantor shall not have
submitted to the Beneficiary and received the Beneficiary's approval of plans and specifications for the repair, restoration or rebuilding of such
loss or damage or shall not have obtained approval of such plans and specifications from all Governmental Authorities whose approval is
required, or if, after such plans and specifications are approved by the Beneficiary and by all such Governmental Authorities, the Grantor shall
fail to commence promptly such repair, restoration or rebuilding, or if thereafter the Grantor fails to carry out diligently such repair, restoration or
rebuilding or is delinquent in the payment to mechanics, materialmen or others of the costs incurred in connection with such work, or if any other
condition of this Section is not satisfied within a reasonable period of time after the occurrence of any such loss or damage, then the Beneficiary,
or any lawfully appointed receiver of the Property, in addition to all other rights herein set forth, and, after giving the Grantor thirty (30) days
written notice of the nonfulfillment of one or more of the foregoing conditions may, failing the Grantor's fulfillment of said conditions within said
thirty (30) day period, at the Beneficiary's option, (i) declare that an Event of Default has occurred and/or apply all proceeds to the payment of
any Obligations, and/or (ii) may perform or cause to be performed such repair, restoration or rebuilding, and may take such other steps as they
deem advisable to carry out such repair, restoration or rebuilding, and may enter upon the Property for any of the foregoing purposes, and the
Grantor hereby waives, for itself and all others holding under it, any claim against the Beneficiary and such receiver (other than a claim based
upon the alleged gross negligence or intentional misconduct of the Beneficiary or any such receiver) arising out of anything done by them or
any of them pursuant to this Section, and the Beneficiary may in its discretion apply any insurance or condemnation proceeds held by it to
reimburse itself and/or such receiver for all amounts expended or incurred by it in connection with the performance of such work, including
attorney's fees, and any excess costs shall be paid by the Grantor to the Beneficiary and the Grantor's obligation to pay such excess costs shall
be secured by the Lien of this Deed of Trust and shall bear interest at the Default Rate, until paid.
(c) The Grantor waives any and all right to claim or recover against the Beneficiary, its officers, employees, agents and
representatives, for loss of or damage to the Grantor, the Property, the Grantor's property or the property of others under the Grantor's control
from any cause insured against or required to be insured against by the provisions of this Deed of Trust.
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13. Books and Records. The Grantor shall maintain and the Beneficiary shall have access to complete and adequate books of
account and other records relating to the financing, development, construction, leasing, management, operation and use of the Property as the
Beneficiary may require, and the Grantor will discuss the finances and business of the Property with the Beneficiary, as the Beneficiary may
request. Such books and records shall be kept in all material respects in accordance with GAAP consistently applied. The Grantor shall permit
the Beneficiary to photocopy such books and records on the Property, or, if photocopying facilities are not available on the Property, at a
copying facility selected by the Beneficiary in its reasonable discretion.
14. Leases.
(a) The Grantor shall not (i) execute an assignment or pledge of the Rents and/or the Leases other than in favor of the
Beneficiary; or (ii) accept any prepayment of an installment of any Rents for more than one (1) month in advance without the prior written
consent of the Beneficiary, which consent shall not be unreasonably withheld.
(b) Without the prior written consent of the Beneficiary (which consent shall not be unreasonably withheld) the Grantor shall
not, in any material manner amend, modify, extend or consent to the surrender of any Lease, or make any Lease except as permitted by the Loan
Agreement.
(c) The Grantor shall promptly (i) perform all of the provisions of the Leases on the part of the landlord thereunder to be
performed; (ii) appear in and defend any action or proceeding in any manner connected with the Leases or the obligations of the Grantor
thereunder; and (iii) deliver to the Beneficiary promptly copies of any notices of default which the Grantor may at any time forward to or receive
from a tenant of any Lease.
(d) Each Lease shall contain terms requiring each tenant thereunder, to attorn to the Beneficiary or any other Person
succeeding to the interest of the Beneficiary as a result of the enforcement of this Deed of Trust and to recognize the Beneficiary or such
successor in interest as landlord under the Lease without change in the provisions thereof; provided, however, that the Beneficiary or such
successor in interest shall not be bound by (i) any prepayment of an installment of rent or other obligation other than rent for the current month,
or (ii) any amendment or modification to the Lease made in violation of the Loan Agreement or (iii) any obligations under the Lease to have been
performed prior to the date that the Beneficiary or a purchaser in foreclosure or in lieu thereof shall have acquired title to the Property.
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15. Recordation.
(a) The Grantor forthwith upon the execution and delivery of this Deed of Trust and thereafter from time to time, shall cause
this Deed of Trust, and any security instrument creating the Lien or evidencing the Lien hereof upon the mixed or personal property and each
instrument of further assurance to be filed, registered or recorded in such manner and in such places as may be required by any present or future
law in order to publish notice of and fully to protect the Lien hereof upon, and the interest of the Beneficiary in, the Property.
(b) The Grantor shall pay all filing, registration and recording fees, and all expenses incident to the preparation, execution and
acknowledgment of this Deed of Trust, any security instrument with respect to the Improvements and any instrument of further assurance and
all federal, state, county and municipal stamp taxes and other taxes, duties, imposts, assessments and charges arising out of or in connection
with the execution and delivery of this Deed of Trust, the other Loan Documents, any security instrument with respect to the Improvements or
any instrument of further assurance.
16. Further Assurances and Covenants. The Grantor, at the cost of the Grantor, and without expense to the Beneficiary,
agrees to execute such further assurances as may be desirable by the Beneficiary for the purposes of further evidencing, carrying out and/or
confirming this Deed of Trust and for all other purposes intended by this Deed of Trust.
17. Events of Default. "Event of Default" shall be as defined in the Loan Agreement.
18. Remedies.
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(a) In the event of an Event of Default, the Beneficiary may, at its option and notwithstanding any contrary provisions in any
of the other Loan Documents, without demand, notice or delay, do one or more of the following: (i) the Beneficiary may declare the entire unpaid
principal balance of the Note together with all interest thereon and all other outstanding Obligations, to be due and payable immediately; (ii) the
Beneficiary may (A) institute and maintain an action of mortgage foreclosure against the Property and the interests of the Grantor therein, (B)
institute and maintain an action on the Note, and (C) take such other action at law or in equity for the enforcement of any of the Loan Documents
as provided in the Loan Documents and as the law may allow, and in each such action the Beneficiary shall be entitled to all costs of suit and
reasonable attorneys fees; (iii) the Beneficiary may, without releasing the Grantor from any obligation under any of the Loan Documents and
without waiving any Event of Default: (A) collect any or all of the Rents, including any Rents past due and unpaid, (B) perform any obligation or
exercise any right or remedy of the Grantor under any Lease, or (C) enforce any obligation of any tenant of any of the Property. The Beneficiary
shall not be obligated to do any of the foregoing, even if the Beneficiary may have theretofore performed obligations or exercised remedies of the
Grantor or enforced obligations of tenants. The Beneficiary may exercise any right under this subsection (iii) whether or not the Beneficiary shall
have entered into possession of any of the Property, and nothing herein contained shall be construed as constituting the Beneficiary a
"mortgagee in possession", unless the Beneficiary shall have entered into and shall continue to be in actual possession of the Property. The
Grantor hereby authorizes and directs each and every present and future tenant of any of the Property to pay all Rents directly to the Beneficiary
and to perform all other obligations of that tenant for the direct benefit of the Beneficiary, as if the Beneficiary were the landlord under the Lease
with that tenant, immediately upon receipt of a demand by the Beneficiary to make such payment or perform such obligations. No tenant shall
have any responsibility to ascertain whether such demand is permitted hereunder or whether an Event of Default shall have occurred; the
Grantor hereby waives any right, claim or demand it may now or hereafter have against any such tenant by reason of such payment of Rents or
performance of obligations to the Beneficiary; and any such payment or performance to the Beneficiary shall discharge the obligations of the
tenant to make such payment or performance to the Grantor. The Grantor shall indemnify the Beneficiary and hold the Beneficiary harmless from
and against any and all claims, liability, damage, cost and expense (including attorney's fees) which may be asserted against or incurred by the
Beneficiary by reason of any alleged obligations to perform any provision of any Lease. After deduction of all costs and expenses incurred in
the operation and management of the Property and in the collection of the Rents (including attorneys' fees, administration expenses,
management fees and brokers' commissions), the Beneficiary may apply the Rents received by the Beneficiary to the payment of any or all of the
following, in such order and amounts as the Beneficiary, in its sole discretion, may elect, whether or not the same be then due: Liens on any of
the Property, Impositions, claims, insurance premiums, other carrying charges, invoices of persons who have supplied goods or services to or
for the benefit of any of the Property, costs and expenses of maintenance, repair, restoration, alteration or improvement of any of the Property, or
the Obligations. The Beneficiary may, in its sole discretion, determine the method by which, and extent to which, the Rents will be collected and
obligations of tenants enforced; and the Beneficiary may waive or choose to perform or enforce any provision of any Lease. The Beneficiary
shall not be accountable for any Rents or other sums it does not actually receive. The Grantor hereby appoints the Beneficiary as its attorney-
in-fact effective upon an Event of Default to perform all acts which the Grantor is required or permitted to perform under any and all Leases; (iv)
the Beneficiary may, without releasing the Grantor from any obligation under any of the Loan Documents and without waiving any Event of
Default, enter upon and take possession of the Property or any portion thereof, with or without legal action and by force if necessary, or have a
receiver appointed without proof of depreciation or inadequacy of the value of the Property or other security or proof of the insolvency of the
Grantor. The Beneficiary or said receiver may manage and operate the Property; make, cancel, enforce or modify the Leases or any of them;
obtain and evict tenants; establish or change the amount of any Rents; and perform any acts and advance any sums which the Beneficiary
deems proper to protect the security of this Deed of Trust, all such sums to be payable on demand, together with interest thereon at the Default
Rate, from the date of such demand, and such sums and interest to be secured by this Deed of Trust; and (v) the Beneficiary may take
possession of the Equipment and Other Property, or any portion thereof, and may use and deal with the same to the same extent as the Grantor is
entitled to do so and may sell the same pursuant to law and exercise such other rights and remedies with respect to the same as may be provided
by law, and file such continuation statements which it deems desirable.
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(b) At any time after the exercise by Beneficiary of the option to declare the entire indebtedness of Grantor under the Note to
be immediately due and payable, Trustee, upon the written request of Beneficiary, in accordance with the provisions of Chapter 38, Article 1 of
the Code of West Virginia, 1931, as amended, shall foreclose upon and sell the Mortgaged Property to satisfy the Debt at public auction at the
front door of the courthouse of Monongalia County, West Virginia, for cash or cash equivalent (including, without limitation, for certified
checks, bank drafts, wire transfer funds, cashier checks and any other method of payment which, in the sole discretion of Beneficiary, is "cash
equivalent"), in hand on the day of sale, after first giving notice of such sale by publishing such notice in some newspaper of general circulation
published in the county wherein the Mortgaged Property is located, or if there be no such newspaper, in a qualified newspaper of general
circulation in said county, once a week for two successive weeks preceding the day of sale and after giving notice to grantor and to any
subordinate lienholder who has previously notified Beneficiary of the existence of a subordinate lien, at least 20 days prior to the sale, and no
other notice of such sale shall be required.
Beneficiary may be a purchaser at any such sale.
Any sale made hereunder may be adjourned from time to time without notice other than by oral proclamation of such
adjournment at the time and place of sale, or at the time and place of any adjourned sale.
Out of the proceeds of such sale Trustee shall pay, first, the costs and expenses of executing this trust, including a
reasonable fee to Trustee, or to the one so acting, as his or their commission hereunder; second, to Beneficiary and Trustee all moneys which
they or any of them may have paid for taxes, assessment or other governmental charges or fees, insurance, repairs, court costs, and all other
costs and expenses incurred or paid under the provisions of this Deed of Trust, together with interest thereon at the Default Rate from the date
of payment; third, to Beneficiary the full amount due and unpaid on the Note and all other indebtedness hereby secured, together with all
interest accrued thereon to date of payment; and fourth, the balance, if any, to Grantor, its successors or assigns, upon delivery of and surrender
to the purchaser or purchasers of possession of the Mortgaged Property less the expense, if any, of obtaining such possession.
In the event that foreclosure proceedings are instituted hereunder but are not completed, Trustee shall be reimbursed
for all costs and expenses and a reasonable fee for so acting in commencing and terminating such proceedings, and all costs and expenses to
incurred by trustee, together with interest thereon until paid at the Default Rate, and said fee shall all be payable by Grantor on demand, and
shall be and become a part of the Debt and shall be collectible as such.
Trustee or if more than one is named as Trustee, the "Trustees," may act in the execution of this trust, and in the
event either of Trustees shall act alone, the authority and power of the Trustee so acting shall be a full and complete as if the powers and
authority granted to Trustees herein jointly had been granted to such Trustee alone; and either or both of Trustees are hereby authorized to act
by agent or attorney in the execution of this trust. It shall not be necessary for any Trustee to be present in person at any foreclosure sale
hereunder.
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It is expressly covenanted and agreed by all parties hereto that Beneficiary may, at any time and from time to time
hereafter, without notice, appoint and substitute another Trustee or Trustees, corporations or persons, in place of the Trustee herein named to
execute the trust herein created. Upon such appointment, either with or without a conveyance to said substituted Trustee or Trustees by the
Trustee herein named, or by any substituted Trustee in case the said right of appointment is exercised more than once, the new and substituted
Trustee or Trustees in each instance shall be vested with all the rights, titles, interests, powers, duties and trusts in the premises which are
vested in and conferred upon the Trustee herein named; and such new and substituted Trustee or Trustees shall be considered the successors
and assigns of the Trustee who is named herein and substituted in his or her place and stead. Each such appointment and substitution shall be
evidenced by an instrument in writing which shall recite the parties to, and the book and page of record of, this Deed of Trust, and the
description of the real property herein described, which instrument, executed and acknowledged by Beneficiary or by its successors or assigns
and recorded in the office of the Clerk of the County Commission of Monongalia County, West Virginia, shall be conclusive proof of the
property substitution and appointment of successor Trustee or Trustees, and notice of such proper substitution and appointment to all parties
in interest.
Notwithstanding any other provisions hereof to the contrary, a copy of any notice of trustee's sale under this Deed
of Trust shall be served on Grantor by certified mail, return receipt requested, directed to Grantor at the address stated above on the first page of
this Deed of Trust or to such other address given to Beneficiary in writing by Grantor, subsequent to the execution and delivery of this Deed of
Trust.
(c) All remedies contained in this Deed of Trust are cumulative, and the Beneficiary also has all other remedies provided by law
or in equity or in any of the other Loan Documents. No delay or failure by the Beneficiary to exercise any right or remedy under this Deed of
Trust will be construed to be a waiver of that right or remedy or a waiver of any Event of Default. The Beneficiary may exercise any one or more
of its rights and remedies without regard to the adequacy of its security.
18. The Beneficiary's Right to Protect Security. The Beneficiary is hereby authorized to do any one or more of the following,
irrespective of whether an Event of Default has occurred: (a) appear in and defend any action or proceeding purporting to affect the security
hereof or the rights or powers of the Beneficiary hereunder; (b) take such action as the Beneficiary may determine to pay, perform or comply with
any Imposition, to cure any Event of Default and to protect its security in the Property, advance sums on behalf of the Grantor to pay, perform or
comply with any Imposition, prohibited Lien, claim, cost and expense in connection with the Property, including payment for utilities, fuel or any
other necessary maintenance expenses, fees, insurance and repairs; and for the purpose of exercising any such powers the Beneficiary is hereby
appointed attorney-in-fact for the Grantor and is authorized to pay or advance sums to meet necessary expenses and costs of repair, employ
counsel and pay reasonable attorneys' fees. All sums paid by or otherwise owing to the Beneficiary under this Deed of Trust shall be paid by
the Grantor to the Beneficiary on demand, and until paid such sums shall be added to the principal secured hereby, shall be and included as part
of the Obligations and shall bear interest at the Default Rate from the date of demand.
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19. The Beneficiary's Costs and Expenses. In the event of an Event of Default or the exercise by the Beneficiary of any of its
rights hereunder, or if the Beneficiary shall become a party, either as plaintiff or defendant or otherwise, to any suit or legal proceeding affecting
any of the Property or the Obligations, or if the Beneficiary's review and approval of any document, including a Lease, is requested by the
Grantor or required by the Beneficiary, the Grantor shall pay to the Beneficiary, on demand, its costs, expenses and reasonable attorneys fees
incurred in connection therewith. If such amounts are not paid, they shall be included as part of the Obligations and shall bear interest at the
Default Rate from the date of their demand.
20. Security Agreement Under Uniform Commercial Code. This Deed of Trust is a Security Agreement as defined in the
Uniform Commercial Code. Notwithstanding the filing of a financing statement covering any of the Property in the records normally pertaining
to personal property, at the Beneficiary's option all of the Property, for all purposes and in all proceedings, legal or equitable, shall be regarded
(to the extent permitted by law), as part of the Realty whether or not any such item is physically attached to the Realty or Improvements. The
mention in any such financing statement of any of the Property shall not be construed as in any way altering any of the rights of the Beneficiary
or adversely affecting the priority of the Lien granted hereby or by any other Loan Document, but such mention in the financing statement is
hereby declared to be for the protection of the Beneficiary in the event any court shall at any time hold that notice of the Beneficiary's priority of
interest, to be effective against any third party, must be filed in the Uniform Commercial Code records.
21. The Grantor's Existence. The Grantor and any subsequent owner of the interest of the Grantor in the Property (other than
an individual) shall do all things necessary to preserve and keep in full force and effect its existence, franchises, rights and privileges under the
laws of the state of its formation and its right to own property and transact business in the jurisdiction or jurisdictions where the Property is
located.
22. Representations and Warranties. In addition to the general warranties and representations contained in the Loan
Agreement, the Grantor represents and warrants that: (a) the Grantor is duly organized and validly existing under the laws of the jurisdiction of
its formation, as hereinabove stated; (b) the Grantor has the requisite power to execute and perform this Deed of Trust and the Obligations; (c)
the transactions contemplated in this Deed of Trust are and will be in all respects legal and not in violation of any Governmental Rule; (d) all
information, reports, papers and data given to the Beneficiary with respect to any of the Property or the Grantor are accurate in all material
respects and complete insofar as completeness may be necessary to give the Beneficiary accurate knowledge of the subject matter, and there
has been no Material Adverse Change in any condition or fact stated therein; (e) the Grantor is not a party to or obligated under any instrument,
and there is no litigation pending (or, to the Grantor's knowledge, threatened), which does or might have a Material Adverse Effect on the
Grantor or any of the Property; (f) none of the Property has been damaged by fire or other casualty which is not now fully restored; (g) no notice
of taking by eminent domain or condemnation of any of the Property has been received, and the Grantor has no knowledge that any of such is
contemplated.
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23. Waivers by the Grantor. The Grantor, to the extent permitted by law, hereby waives all errors and imperfections in any
proceedings instituted by the Beneficiary under any of the Loan Documents and all benefit of any present or future statute of limitations or
moratorium law or any other present or future law, regulation or judicial decision which (a) exempts any of the Property or any other property,
real or personal, or any part of the proceeds arising from any sale thereof from attachment, levy or sale under execution, (b) provides for any stay
of execution, marshalling of assets, exemption from civil process, redemption, extension of time for payment or valuation or appraisement of any
of the Property, or (c) conflicts with any provision of any of the Loan Documents.
24. Notices.
(a) All notices required to be delivered to the Grantor pursuant to this Deed of Trust shall be in writing and shall be sent to the
following address, by hand delivery, recognized national overnight courier service, telex, telegram, telecopier or other means of electronic data
communication or by the United States mail, first class, postage prepaid unless another method of delivery is required by applicable law:

Columbus, OH 43215
Telecopier: (614) 621-8863
(b) All notices required to be delivered to the Beneficiary pursuant to this Deed of Trust shall be in writing and shall be sent to the
communication or by the United States mail, first class, postage prepaid:
First Commonwealth Bank

Central Offices
P.O. Box 400
Indiana, PA 15701-0400
Attention: Brian S. Pukylo
Telecopier: 724-745-1789
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With a copy to:

1500 One PPG Place
Pittsburgh, PA 15222
Attention: Matthew J. Malcho, Esquire
(c) All notices required to be delivered to the Trustee pursuant to this Deed of Trust shall be in writing and shall be sent to the
communication or by the United States mail, first class, postage prepaid unless another method of delivery is required by applicable law:
Camden P. Siegrist, Esquire

Bowles Rice McDavid Graff & Love, LLP
600 Quarrier Street21
Charleston, West Virginia 25301
(d) Unless otherwise provided by applicable law, all such notices shall be effective three (3) days after mailing, the date of telecopy
transmission or when received, whichever is earlier. The Grantor, the Beneficiary and the Trustee may each change the address for service of
notice upon it by a notice in writing to the other parties hereto.
25. Status of Parties. It is understood and agreed that the relationship of the parties is that of grantor and beneficiary and that
nothing herein or in any of the other Loan Documents shall be construed to constitute a partnership, joint venture or co-tenancy between the
Grantor and the Beneficiary.
26. Severability. In the event any one or more of the provisions contained in this Deed of Trust shall, for any reason, be held
to be inapplicable, invalid, illegal, or unenforceable in any respect, such inapplicability, invalidity, illegality or unenforceability shall not affect
any other provision of this Deed of Trust, but this Deed of Trust shall be construed as if such inapplicable, invalid, illegal or unenforceable
provision had never been contained herein or therein.
27. Successors. All of the grants, covenants, terms, provisions and conditions herein shall run with the land and shall apply
to, bind and inure to the benefit of, the successors and assigns of the Grantor and the successors and assigns of the Beneficiary; provided,
however, that the Grantor may not assign this Deed of Trust without the prior written consent of the Beneficiary.
28. Attorneys' Fees. The terms "reasonable attorneys' fees" or "reasonable counsel fees" as used in this Deed of Trust shall
include, but not be limited to, reasonable attorneys fees incurred in any and all judicial, bankruptcy, reorganization, arbitration and any other
proceedings, including appellate proceedings, whether such proceedings arise before or after entry of a final judgment.
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29. Acceleration. In order to accelerate the maturity of the Obligations hereby secured because of the failure of the Grantor to
pay any tax assessment, liability, obligation or encumbrance upon the Property as herein provided, it shall not be necessary nor requisite that
the Beneficiary shall first pay the same.
30. Foreclosure Sale. In case any sale under this Deed of Trust occurs by virtue of judicial proceedings, the Property may be
sold in one parcel and as an entity, or in such parcels, manner or order as the Beneficiary directs the Trustee in Beneficiary's sole discretion may
elect.
31. Assignment of Note and/or Deed of Trust.
(a) The Grantor agrees that nothing herein shall be deemed to prohibit the assignment or negotiation, with or without recourse,
of the Note or any future advances, extensions, renewals or substitutions thereto or thereof, and any of the Loan Documents or any interest of
the Beneficiary therein, or the assignment of this Deed of Trust, upon notice to the Grantor of such assignment or negotiation.
(b) The Grantor agrees that, if requested by the Beneficiary, the Grantor shall certify to the assignee of this Deed of Trust, to
the Beneficiary, and to such other persons as the Beneficiary may reasonably request that this Deed of Trust is in full force and effect, the
amount or amounts of the principal balance due hereunder, the terms of the Note and all such matters and in such form as the Beneficiary or
assignee may reasonably require. In the event that the Grantor shall fail to so certify such matters within five (5) days after receipt of the
Beneficiary's written request therefor, the Grantor shall be deemed to be in default under the terms of this Deed of Trust and the Note and the
Beneficiary may exercise any and all rights and remedies under the provisions hereof.
32. Time of Essence. Time is of the essence as to all of the Grantor's obligations hereunder and under the Note secured hereby
and under any and all of the Loan Documents.
33. Miscellaneous. (a) The section headings in this Deed of Trust are used only for convenience in finding the subject matters
and are not part of this Deed of Trust or to be used in determining the intent of the parties or otherwise interpreting this Deed of Trust; (b) as
used in this Deed of Trust, the singular shall include the plural as the context requires and the following words and phrases shall have the
following meanings: (i)"including" shall mean "including but not limited to", (ii) "provisions" shall mean "provisions, terms, covenants and/or
conditions", (iii) "obligation" shall mean "obligation, duty, covenant and/or condition", (iv) "any of the Property " shall mean" the Property or
any part thereof or interest therein", and (v) "tenant" shall mean "tenant and/or subtenant and/or occupant and/or user of any of the Property";
(c) any act which the Beneficiary is permitted to perform under the Loan Documents may be performed at any time and from time to time by the
Beneficiary or any Person designated by the Beneficiary; (d) each appointment of the Beneficiary as attorney-in-fact for the Grantor, under the
Loan Documents is irrevocable and coupled with an interest; (e) except as otherwise specified herein, the Beneficiary has the right to refuse to
grant its consent whenever such consent is required under the Loan Documents; (f) this Deed of Trust may be modified, amended, discharged or
waived only by an agreement in writing signed by all of the parties hereto; and (g) the covenants of this Deed of Trust shall run with the land
and bind the Grantor, and the respective successors and assigns of the Grantor, and all present and subsequent encumbrances, tenants and
subtenants of any of the Property, and shall inure to the benefit of the Beneficiary, its successors and assigns.
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34. Defeasance. If the Grantor pays to the Beneficiary in full the Obligations in accordance with the provisions of the Loan
Documents, then this Deed of Trust shall become void.
35. Appointment of Successor Trustee. If the Trustee shall become disqualified from acting in the execution of this trust, or
shall fail or refuse to execute the same when requested by the Beneficiary to do so; or if, for any reason, the Beneficiary shall prefer to appoint a
substitute Trustee to act instead of the Trustee named herein, the Beneficiary shall have full power to appoint, by written instrument, a
substitute Trustee, and, if necessary, several substitute Trustees in succession, who shall succeed to all the estate, rights, powers and duties of
the original Trustee named herein. Such appointment may be executed by any officer of the Beneficiary and shall be conclusively presumed to
be executed with authority and shall be valid and sufficient without proof of any action by the board of directors or any superior officer of the
Beneficiary.
The Trustee may at any time, by an instrument in writing, constitute the Beneficiary, or its successors or assigns, his agent or
attorney in fact with full power and authority to the extent which may be permitted by law, to do any and all acts and exercise any and all
discretion which the Trustee is permitted to do or exercise, for and in his behalf and in his name.
36. Entire Agreement. This Deed of Trust will be binding upon and inure to the benefit of the Grantor and the Beneficiary and their
respective heirs, executors, administrators, successors and assigns; provided, however, that all of the representations, indemnity, warranties,
terms, conditions, provisions and covenants set forth in the Environmental Indemnity Agreement are incorporated herein by reference as if set
forth herein.
37. Defined Terms. Any capitalized term used in this Deed of Trust which is not defined herein shall have the meaning
ascribed to it in the Loan Documents.
38. Governing Law and Jurisdiction. This Deed of Trust has been delivered to and accepted by the Beneficiary and will be
deemed to be made in the State where the Beneficiary's office indicated above is located. THIS DEED OF TRUST WILL BE INTERPRETED
AND THE RIGHTS AND LIABILITIES OF THE GRANTOR AND THE BENEFICIARY DETERMINED IN ACCORDANCE WITH THE LAWS
OF PENNSYLVANIA, EXCEPT THAT THE LAWS OF THE STATE OF WEST VIRGINIA SHALL GOVERN THE CREATION, PERFECTION
AND FORECLOSURE OF THE LIENS CREATED HEREUNDER ON THE PROPERTY OR ANY INTEREST THEREIN. The Grantor hereby
irrevocably consents to the exclusive jurisdiction of any state or federal court for the county or judicial district where the Beneficiary's office
indicated above is located, and consents that all service of process be sent by nationally recognized overnight courier service directed to the
Grantor at the Grantor's address set forth herein and service so made will be deemed to be completed on the business day after deposit with such
courier; provided that nothing contained in this Deed of Trust will prevent the Beneficiary from bringing any action, enforcing any award or
judgment or exercising any rights against the Grantor individually, against any security or against any property of the Grantor within any other
county, state or other foreign or domestic jurisdiction. The Grantor acknowledges and agrees that the venue provided above is the most
convenient forum for both the Beneficiary and the Grantor. The Grantor waives any objection to venue and any objection based on a more
convenient forum in any action instituted under this Deed of Trust.
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39. Waiver of Jury Trial. THE GRANTOR IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE RELATING TO THIS DEED OF TRUST, ANY DOCUMENTS
EXECUTED IN CONNECTION WITH THIS DEED OF TRUST OR ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH
DOCUMENTS. THE GRANTOR ACKNOWLEDGES THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, this Deed of Trust and Security Agreement has been executed and delivered by the parties hereto as of the date
of their respective acknowledgements attached hereto, but effective as of the date first above written.
ATTEST/WITNESS: MORGANTOWN MALL ASSOCIATES LIMITED



______________________________________ By: ______________________(SEAL)

Title: Title: Executive Vice President, Chief
Financial Officer and Treasurer
ACKNOWLEDGEMENT
__________________ OF ________________ )
) SS:
COUNTY OF __________________ )
On this, the ____ day of October, 2008, before me, a Notary Public, personally appeared Mark E. Yale, who acknowledged himself to
be the Executive Vice President, Chief Financial Officer and Treasurer of Glimcher Morgantown Mall, Inc., a Delaware corporation, the general
partner of Morgantown Mall Associates Limited Partnership an Ohio limited partnership, and that he as such officer, being authorized to do so,
executed the foregoing instrument for the purposes therein contained, by signing the name of Morgantown Mall Associates Limited Partnership
by himself as such officer.
IN WITNESS WHEREOF, I hereunto set my hand and official seal the day and year first above written.
_______________________________
Notary Public
My Commission Expires:
This instrument was prepared by:

Paul J. Atencio, Esquire
1500 One PPG Place
Pittsburgh, Pennsylvania 15222
EXHIBIT A
Legal Description of the Land
A tract of land situated in Grant District Monongalia County, West Virginia near the Interstate I-79 Interchange No. 152 and the City of
Westover, being more particularly bounded and described as follows:
Beginning at a point #1, said point being South 62° 59' 10" West - 308.61' from the Southwest corner of Chuck’s Furniture Property and being
North 55° 11' 54" West - - 1579.76' from the intersection of Rt. 19 & Rt. 45, thence
North 26° 43' 30" West - 640.40' to point #2, thence with Lot #1
South 09°36' 27" West - 36.92' to point #99, thence
South 60° 31' 14" West - 102.00' to point #27, thence
North 59° 54' 14" West - 59.00' to point #26, thence
North 52° 07' 30" East - 91.22' to point #3, thence with Mall R/W
North 46° 07' 20" West - 216.40' to point #5, thence with Lot #2
North 35° 56' 30" East - 100.00' to point #6, thence with Mall R/W
South 19° 33' 24" East - 436.20' to point #160, thence
North 89° 59' 56" East - 397.00' to point #18, thence
South 60° 16' 00" East - 614.96' to point #19, said point being
North 66° 00' 00" East - 319.63' from an iron pin Northeast corner of Beverly Hills Cemetery, thence
North 21° 41' 15" West - 378.83' to the beginning containing 59.37 acres more or less
NOTE: Point equals iron pin
SOURCES OF TITLE: Deed Book 989, Page 319, and Deed Book 1020, Page 557.
EXHIBIT “A” - Legal Description of the Land - Continued...
PROPERTY DESCRIPTION (LOT #1) FOR MORGANTOWN MALL
A tract of land situated in Grant District, Monongalia County, West Virginia, and being more particularly bounded and described as follows:
Beginning at point #2 in line of Mall R/W, thence with same

North 36° 16' 10" West - 209.60' to point #3, thence with Mall Property
North 09° 36' 27" East - 36.92' to the beginning, containing 0.66 acres more or less
PROPERTY DESCRIPTION (LOT #2) FOR MORGANTOWN MALL
A tract of land situated in Grant District, Monongalia County, West Virginia, and being more particular bounded and described as follows:
Beginning at point #5 in line of Mall R/W, thence with same

North 65° 23' 20" West - 170.50' to point #6, thence with Mall Property
North 37° 54' 08" East - 91.22' to the beginning, containing 0.40 acres more or less.
PROPERTY DESCRIPTION FOR MORGANTOWN MALL SIGN PARCEL
A tract or parcel of real estate situate, lying and being in Grant District, Monongalia County, West Virginia, and more particularly bounded and
described as follows:
Continued….
PROPERTY DESCRIPTION FOR MORGANTOWN MALL SIGN PARCEL - Continued…
Beginning at a point in the western existing right-of-way line of U.S. Route 19, said point being in the division line between Tracts 3 and 4 and
157 feet radially left of relocated Monongalia County Route 46 centerline at Station 2+00, Project U331-46-3.14, Monongalia County, West
Virginia; thence N. 87° 57' E. with said division line 59.64 feet to a point 132 feet radially left of centerline at Station 1+55; thence N. 55° 15' 15" E.
continuing with said division line 78.81 feet to a point in the southern proposed non-controlled access right-of-way line of relocated Monongalia
County Route 46, said point being 66 feet radially left of centerline at Station 1+15; thence S. 67° 03' 00" E. with said proposed right-of-way line
49.20 feet to a point 70 feet left of and at right angle to centerline at Station 0+70; thence S. 29° 18' 29" E. continuing with said proposed right-of-
way line 11.32 feet to a point in the western revised right-of-way line of U.S. Route 19, said point being 64 feet left of and at right angle to U.S.
Route 19 centerline at Station 9+41; thence S. 04° 31' 35" W. with said proposed right-of-way line 32.22 feet to a point 58feet left of and at right
angle to centerline at Station 9+10; thence S. 14° 59' 48" W. continuing with said proposed right-of-way line 73.15 feet to a point 56 feet left of
and at right angle to centerline at Station 8+36; thence S. 25° 11' 42" W. continuing with said proposed right-of-way line 184.97 feet to a point in
the western existing right-of-way line of U.S. Route 19, said point being 60 feet radially left of centerline at Station 6+27; thence N. 16° 33' 45" W.
with said existing right-of-way line 263.08 feet to the place of beginning, and containing 0.62 acre, more or less.
SOURCES OF TITLE: Deed Book No. 1023, at Page 373, and Deed Book No. 1023, at Page 383.
PROPERTY DESCRIPTION OF MALL AND COMMONS ROAD RIGHT OF WAY
Beginning at a point #124 in proposed new R/W of relocated Route 46 Department of Highway Division Line, thence
North 39° 26' 25" East 138.00' to point #105, thence
North 59° 51' 58" West 203.97' to point #57, thence
North 31° 07' 28" West 534.03' to point #60, thence with Chuck’s Furniture P/L
North 37° 50' 59" East 25.43' to point #87, thence with J.C. Prutilpac P/L
Continued...
PROPERTY DESCRIPTION OF MALL AND COMMONS ROAD RIGHT OF WAY, Continued...

North 07° 59' 08" East 154.31' to point #92, said point being in the existing R/W of Rt. 46, thence with said existing R/W
South 59° 39' 24" West 95.00' to point #93, thence
South 80° 31' 58" West 54.76' to point #94, thence
North 69° 35' 24" West 229.40' to point #98, thence leaving existing R/W, thence to the Morgantown Mall Property
South 50° 35' 57" East 68.00' to point #9, thence with the Mall Property
South 29° 44' 42" East 120.93' to point #8, thence
South 82° 00' 00" East 108.06' to point #6, thence with Lot #2
South 65° 23' 20" East 170.50' to point #5, thence with the Mall P/L
South 40° 53' 20" East 216.90' to point #3, thence with Lot #1
South 36° 16' 10" East 209.60' to point #2, thence with the Mall P/L
Continued...
PROPERTY DESCRIPTION OF MALL AND COMMONS ROAD RIGHT OF WAY, continued...
South 26° 43' 30" East 640.40' to point #1, thence leaving the Morgantown Mall Property and with J.D. Lynch, Jr. Property
South 48° 03' 16" East 504.16 to point #51, thence
South 54° 28' 52" East 325.26' to the beginning, containing 11.24 acres more or less
SOURCE OF TITLE: Deed Book 996, Page 407, and Deed Book 1020, Page 577.
DESCRIPTION OF POND PARCEL
Beginning at point #400, a concrete monument in existing I-79 and Rt. 19 Interchange R/W, thence with said R/W
South 78° 56' 37" East - 397.64' to the beginning, and containing 3.26 acres more or less
LESS AND EXCEPT THE FOLLOWING:
Situate in Grant District, Monongalia County, West Virginia, being part a parcel now or formerly owned by Morgantown Mall Associates Limited
Partnership, said parcels being described in Deed Book No. 1039, page 32, and recorded in the Office of the Clerk of the County Commission of
Monongalia County, West Virginia and more particularly described as follows:
Beginning at a point in the westerly line of land now or formerly owned by Wilfong Properties, LLC (Deed Book No. 1327, Page 144) and land
now or formerly owned by Morgantown Mall Associates Limited Partnership (Deed Book No. 1039, page 32) bearing N 77° 27' 52" E, 162.04 feet
from a 5/8 inch iron bar (found), said iron bar being a common corner of land now or formerly owned by said Morgantown Mall Associates
Limited Partnership (Deed Book No. 1023, page 383) and land now or formerly owned by Beatrice Prutilpac (Deed Book No. 1092, page 558),
Thence with two (2) lines with said Wilfong S 20° 10' 38" E, 272.46 feet to point;
Continued...
LESS AND EXCEPT THE FOLLOWING, Continued...:
Thence S 60° 50' 20" W, 64.19 feet to a 5/8 inch iron bar (found), said iron bar being the southeasterly corner of said Wilfong and the
southeasterly corner of said Morgantown Mall, said point also being a common corner of the westerly line of West Virginia Secondary Route
No. 46;
Thence with two (2) lines with said Morgantown and said Route No. 46 S 31° 01' 05" W, 52.37 feet to a point;
Thence S 39° 33' 02" W, 124.71 feet to a point, said point being a common corner of said Morgantown Mall and other lands now or formerly
owned by said Morgantown Mall Associates Limited Partnership (Deed Book No. 989, page 319);
Thence with a common line of the said Morgantown (Deed Book No. 989, page 319) N 59° 55' 13" W, 75.79 feet to a point;
Thence with fourteen (14) lines through said Morgantown Mall (Deed Book No. 1039, page 32); N 29° 24' 27" E, 35.45 feet to a 5/8" point;
Thence S 76° 03' 41" E, 23.44 feet to a point;
Thence N 78° 41' 21" E, 26.35 feet to a point;
Thence N 20° 09' 00" W, 64.69 feet to a point;
Continued...
LESS AND EXCEPT THE FOLLOWING, Continued...:
Thence N 33°04' 29" W, 54.18 feet to a point;
Thence S 75°25' 35" W,33.21 feet to a point;
Thence with a curve to the right having a radius of 20.00 feet, an arc length of 37.83 feet and a chord bearing and distance of N 50° 23' 30" W,
32.44 feet to a point;
Thence with a curve to the right having a radius of 10.00 feet, an arc length of 13.43 feet and a chord bearing and distance of N 42° 15' 58" E,
12.44 feet to a point;
Thence with a line through said Morgantown Mall N 80° 44' 30" E, 68.40 feet to the point of beginning, containing 20,438 square feet or 0.47
acres, more or less.
SOURCES OF TITLE: Deed Book 1039, Page 32

DESCRIPTION OF STORM DRAINAGE EASEMENT THROUGH PARCEL #2
Beginning at a point #107 in Mall Property, thence

North 21° 41' 15" West - 50.00' to the beginning, and containing 0.21 acres more or less
SOURCE OF TITLE: Deed Book 1020, Page 557.
DESCRIPTION OF STORM DRAINAGE EASEMENT THROUGH RIGHT OF WAY
Beginning at a point #108 in Mall Road Right of Way, thence

North 45° 13' 16" West - 62.37' to the beginning, and containing 0.23 acres more or less
SOURCE OR TITLE: Deed Book 1020, Page 577.
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:

Columbus, OH 43215
Attn: General Counsel
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.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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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: ____________________(SEAL)

Title: Executive Vice President,
Chief Financial Officer and Treasurer
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]
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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

a Delaware corporation, its sole general partner
By:_________________________
Print Name: Mark E. Yale
Title: Executive Vice President, Chief Financial Officer and Treasurer

Columbus, Ohio 43215
Phone: 614-621-9000
Facsimile: 614-621-8863
GB NORTHTOWN, LLC,


By:________________________

Phone: 614-621-9000
Facsimile: 614-621-8863
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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
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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 1
ARTICLE I DEFINITIONS 1
ARTICLE II THE CREDIT 14
2.1 Generally 14
2.2 Ratable Advances 15
2.3 Final Principal Payment 15
2.4 Fees 15
2.5 Extension of Maturity Date 15
2.6 Optional Prepayments; Mandatory Prepayments 16
2.7 Method of Selecting Types and Interest Periods 16
2.8 Conversion and Continuation of Outstanding Advances 17
2.9 Changes in Interest Rate, Etc. 18
2.10 Rates Applicable After Default 18
2.11 Method of Payment 18
2.12 Notes; Telephonic Notices 19
2.13 Interest Payment Dates; Interest and Fee Basis 19
2.14 Notification of Advances, Interest Rates and Prepayments 19
2.15 Lending Installations 19
2.16 Non-Receipt of Funds by the Administrative Agent 19
2.17 Replacement of Lenders under Certain Circumstances 20
2.18 Usury 20
ARTICLE III CHANGE IN CIRCUMSTANCES 21
3.1 Yield Protection 21
3.2 Changes in Capital Adequacy Regulations 21
3.3 Availability of Types of Advances 22
3.4 Funding Indemnification. 22
3.5 Taxes 22
3.6 Lender Statements; Survival of Indemnity 24
ARTICLE IV CONDITIONS PRECEDENT 25
4.1 Initial Advance. 25
ARTICLE V REPRESENTATIONS AND WARRANTIES 28
5.1 Existence. 28
5.2 Authorization and Validity. 29
5.3 No Conflict; Government Consent 29
5.4 Financial Statements; Material Adverse Effect. 29
5.5 Taxes. 29
5.6 Litigation and Guarantee Obligations 29
5.7 ERISA 30
5.8 Accuracy of Information. 30
5.9 Regulation U 30
5.10 Material Agreements 30
5.11 Compliance With Laws. 30
5.12 Ownership of Projects. 30
5.13 Investment Company Act. 30
5.14 Insurance 30
5.15 REIT Status 31
5.16 Title to Property. 31
5.17 Environmental Matters 31
5.18 Collateral Asset. 32
5.19 Office of Foreign Asset Control 33
ARTICLE VI COVENANTS 34
6.1 Financial Reporting. 34
6.2 Use of Proceeds 35

6.3 Notice of Default 35
6.4 Conduct of Business 36
6.5 Taxes 36
6.6 Insurance. 36
6.7 Compliance with Laws 36
6.8 Maintenance of Properties 36
6.9 Inspection 36
6.10 Maintenance of Status 36
6.11 Dividends 36
6.12 No Change in Control 37
6.13 Affiliates 37
6.14 Consolidated Net Worth. 37
6.15 GPLP Indebtedness and Cash Flow Covenants 37
6.16 Facility DSCR Covenant 37
6.17 Collateral Asset Cash Flow 37
6.18 Approval of Leases 37
ARTICLE VII DEFAULTS 38
ARTICLE VIII ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES 40
8.1 Acceleration 40
8.2 Amendments 40
8.3 Preservation of Rights 41
8.4 Foreclosure. 41
ARTICLE IX GENERAL PROVISIONS 42
9.1 Survival of Representations 42
9.2 Governmental Regulation. 42
9.3 Headings 42
9.4 Entire Agreement 43
9.5 Several Obligations; Benefits of this Agreement 43
9.6 Expenses; Indemnification 43
9.7 Numbers of Documents. 43
9.8 Accounting. 43
9.9 Severability of Provisions 44
9.10 Nonliability of Lenders. 44
9.11 CHOICE OF LAW 44
9.12 CONSENT TO JURISDICTION 44
9.13 WAIVER OF JURY TRIAL 44
ARTICLE X THE ADMINISTRATIVE AGENT 44
10.1 Appointment. 44
10.2 Powers 45
10.3 General Immunity 45
10.4 No Responsibility for Loans, Recitals, etc. 45
10.5 Action on Instructions of Lenders. 46
10.6 Employment of Agents and Counsel. 46
10.7 Reliance on Documents; Counsel. 46
10.8 Administrative Agent’s Reimbursement and Indemnification. 46
10.9 Rights as a Lender. 47
10.10 Lender Credit Decision. 47
10.11 Successor Administrative Agent 47
10.12 Notice of Defaults. 48
10.13 Requests for Approval. 48
10.14 Defaulting Lenders 48
ARTICLE XI RELEASE OF OUTPARCELS 49
11.1 Transfer 49
11.2 Release 51
ARTICLE XII BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS 52
12.1 Successors and Assigns 52
12.2 Participations. 52
12.3 Assignments. 53
12.4 Dissemination of Information. 54
12.5 Tax Treatment. 54
ARTICLE XIII NOTICES 54
13.1 Giving Notice. 54
13.2 Change of Address. 54
ARTICLE 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.
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“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.
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“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.
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“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.
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“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.
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“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.
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“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.
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“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, provided that, 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.
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“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.
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“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.
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“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.
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“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.
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“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.
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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.
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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:
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(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.
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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.
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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.
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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.
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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.
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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.
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(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.
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(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.
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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;
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(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;
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(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;
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(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.
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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.
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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:
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(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.
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(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.
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(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.
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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;
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(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.
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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.
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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.
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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.
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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.
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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.
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(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
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.
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(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.
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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.
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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.
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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.
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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.
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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.
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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.
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ARTICLE XI
RELEASE OF OUTPARCELS
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;
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(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;
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(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.
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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.


a Delaware limited liability company, its sole member

By: ___________________________________

Phone: 614-621-9000
Facsimile: 614-621-8863
GB NORTHTOWN, LLC,


By: ___________________________________

Phone: 614-621-9000
Facsimile: 614-621-8863
[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:_________________________________

Phone: 614-621-9000
Facsimile: 614-621-8863
-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
-57-
U.S. BANK NATIONAL ASSOCIATION
By:____________________________________
Print Name: Anthony J. Mathena
-58-
HUNTINGTON NATIONAL BANK, a national banking association
By:____________________________________
Print Name: Ronald S. Content
-59-
EXHIBIT A
FORM OF NOTE
October ____, 2008
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.
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.
A-1
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.



By: _________________________________
Print Name:___________________________
Title:________________________________

Phone: 614-621-9000
Facsimile: 614-621-8863
Attention:_______________________
GB NORTHTOWN, LLC,


By:_________________________________
Print Name:___________________________
Title:________________________________

Phone: 614-621-9000
Facsimile: 614-621-8863
Attention:_______________________
A-3

TO
DATED OCTOBER ___, 2008
Maturity
A-4
EXHIBIT B
COMPLIANCE CERTIFICATE
KeyBank National Association, as Administrative Agent

127 Public Square
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.
B-2
IN WITNESS WHEREOF, this Certificate is executed by the undersigned this ___ day of ___________, 2008.



By:______________________________________
Print Name:________________________________
Title:_____________________________________

Phone: 614-621-9000
Facsimile: 614-621-8863
Attention:__________________________
GB NORTHTOWN, LLC,


By:____________________________________
Print Name:______________________________
Title:___________________________________

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.
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 $40,000,000
b. Dollar Amount of Commitment Purchased by Assignee under this Assignment Agreement: $____________
Assignee’s Percentage of the Aggregate Commitment purchased under this Assignment

b. _____________%
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
Attention: Real Estate Capital
BORROWER:
Glimcher Northtown Venture, LLC

GB Northtown, LLC
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 ASSIGNEE
By: __________________________ 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

as Administrative Agent for the Lenders
127 Public Square, 8th Floor
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 Bylaws of 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;
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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).
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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,
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EXHIBIT G
BORROWING NOTICE
Date

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:_________________________________
G-1


By:__________________________________
Print Name:____________________________
Title:_________________________________

Phone: 614-621-9000
Facsimile: 614-621-8863
Attention:_________________________
GB NORTHTOWN, LLC,


By:__________________________________
Print Name:____________________________
Title:_________________________________

Phone: 614-621-9000
Facsimile: 614-621-8863
Attention: ________________________
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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 reverter

Address first loss single tax lot
Assessment last dollar subdivision
Assignment of leases and rents leasehold tie in
Assignment of loan documents mineral rights usury
Continguity 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
Schedule 7 - Page 1
Exhibit 10.108
MORTGAGE,
ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND
(Illinois)
FIXTURE FILING
MADE BY
GLIMCHER NORTHTOWN VENTURE, LLC and GB NORTHTOWN, LLC,
as Mortgagor
to
KEYBANK NATIONAL ASSOCIATION,

not individually but as Administrative Agent
for itself and certain other Lenders,
as Mortgagee
_______________________________
Dated as of: October 22, 2008
PREPARED BY AND UPON RECORDATION RETURN TO:
Sonnenschein Nath & Rosenthal, LLP

7800 Sears Tower
233 South Wacker
Chicago, Illinois 60606
Attention: Patrick G. Moran, Esq.
MORTGAGE,
ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND
(Illinois)
FIXTURE FILING
Project Common Known As

“Northtown Mall”
THIS MORTGAGE, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this “Mortgage”) is made as of
October 22, 2008, by GLIMCHER NORTHTOWN VENTURE, LLC, a Delaware limited liability company (“Glimcher Mortgagor”) and GB
NORTHTOWN, LLC, a Delaware limited liability company (“GB Mortgagor” and collectively with Glimcher Mortgagor, the “Mortgagor” or
sometimes referred to as “Borrower” herein) whose address is 180 East Broad Street, Columbus, Ohio 43215, and KEYBANK NATIONAL
ASSOCIATION, as administrative agent (together with its successors and assigns in such capacity, the “Mortgagee”), for itself and one or
more Lenders (as defined in that certain Term Loan Agreement bearing the date October __, 2008 hereinafter the “Term Loan Agreement”) by
and among Mortgagor, GLIMCHER PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership, such Lenders and KEYBANK
NATIONAL ASSOCIATION, as administrative agent, whose address is 127 Public Square, Cleveland, Ohio 44114.
1. Grant and Secured Obligations.
1.1 Grant. Borrower has executed and delivered to the Lenders certain promissory notes (such promissory notes, together with
any amendments or allonges thereto, or restatements, replacements or renewals thereof, are collectively referred to herein as the “Notes”), in
and by which the Borrower promises to pay the principal of all Loans under such Term Loan Agreement and interest at the rate and in
installments as provided in the Notes, with a final payment of the outstanding principal balance and accrued and unpaid interest being due on
or before October __, 2011. The initial aggregate principal amount of the Loans evidenced by the Notes shall be $40,000,000. The
indebtedness secured hereby shall be governed by the terms and conditions of the Term Loan Agreement. To the extent there may be any
inconsistency between the terms and provisions of this Mortgage and the terms and provisions of the Term Loan Agreement, the terms and
provisions of the Term Loan Agreement shall govern and control. All capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to such terms in the Term Loan Agreement.
In consideration of the debt evidenced by the Notes and to secure the timely payment of both principal and interest in accordance
with the terms and provisions of the Notes and in accordance with the terms, provisions and limitations of this Mortgage, to secure the
payment of any and all amounts advanced by the Administrative Agent or the Lenders with respect to the Premises for the payment of taxes,
assessments, insurance premiums or any other costs incurred in the protection of the Premises, and to secure the performance of the
covenants and agreements contained herein and in the Notes, the Term Loan Agreement, and any other documents evidencing and securing
the loan secured hereby or delivered to Mortgagee pursuant to the Term Loan Agreement (collectively, the “Loan Documents”) to be
performed by Mortgagor, and to secure all Rate Management Transactions entered into with the Administrative Agent or any of the Lenders
in connection with the Term Loan Agreement, and for the purpose of securing payment and performance of the Secured Obligations defined
and described in Section 1.2 below, Mortgagor does by these presents grant, bargain, sell, convey, assign and grant a security interest in,
mortgage and warrant unto Mortgagee and its successors and assigns forever, all estate, right, title and interest which Mortgagor now has or
may later acquire in and to the following property (all or any part of such property, or any interest in all or any part of it, as the context may
require, the “Property”):
(a) The real property located in the County of Anoka, State of Minnesota, as described in Exhibit A, together with all
existing and future easements and rights affording access to it (the “Premises”); together with
(b) All buildings, structures and improvements now located or later to be constructed on the Premises (the
“Improvements”); together with
(c) All existing and future appurtenances, privileges, easements, franchises and tenements of the Premises, including
all minerals, oil, gas, other hydrocarbons and associated substances, sulphur, nitrogen, carbon dioxide, helium and other
commercially valuable substances which may be in, under or produced from any part of the Premises, all development rights and
credits, air rights, water, water rights (whether riparian, appropriative or otherwise, and whether or not appurtenant) and water stock,
and any Premises lying in the streets, roads or avenues, open or proposed, in front of or adjoining the Premises and Improvements;
together with
(d) All existing and future leases, subleases, subtenancies, licenses, occupancy agreements and concessions
(“leases”) relating to the use and enjoyment of all or any part of the Premises and Improvements, and any and all guaranties and other
agreements relating to or made in connection with any of such leases; together with
(e) All real property and improvements on it, and all appurtenances and other property and interests of any kind or
character, whether described in Exhibit A or not, which may be reasonably necessary or desirable to promote the present and any
reasonable future beneficial use and enjoyment of the Premises and Improvements; together with
(f) All goods, materials, supplies, chattels, furniture, fixtures, equipment and machinery now or later to be attached to,
placed in or on, or used in connection with the use, enjoyment, occupancy or operation of all or any part of the Premises and
Improvements, whether stored on the Premises or elsewhere, including all pumping plants, engines, pipes, ditches and flumes, and
also all gas, electric, cooking, heating, cooling, air conditioning, lighting, refrigeration and plumbing fixtures and equipment, all of
which shall be considered to the fullest extent of the law to be real property for purposes of this Mortgage and any manufacturer’s
warranties with respect thereto; together with
(g) All building materials, equipment, work in process or other personal property of any kind, whether stored on the
Premises or elsewhere, which have been or later will be acquired for the purpose of being delivered to, incorporated into or installed in
or about the Premises or Improvements; together with
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(h) All of Mortgagor’s interest in and to all operating accounts pertaining to the Property and the Loan funds, whether
disbursed or not; together with
(i) All rights to the payment of money, accounts, accounts receivable, reserves, deferred payments, refunds, cost
savings, payments and deposits, whether now or later to be received from third parties (including all earnest money sales deposits) or
deposited by Mortgagor with third parties (including all utility deposits), contract rights, development and use rights, governmental
permits and licenses, applications, architectural and engineering plans, specifications and drawings, as-built drawings, chattel paper,
instruments, documents, notes, drafts and letters of credit (other than letters of credit in favor of Mortgagee), which arise from or
relate to construction on the Premises or to any business now or later to be conducted on it, or to the Premises and Improvements
generally and any builder’s or manufacturer’s warranties with respect thereto; together with
(j) All insurance policies pertaining to the Premises and all proceeds, including all claims to and demands for them, of
the voluntary or involuntary conversion of any of the Premises, Improvements or the other property described above into cash or
liquidated claims, including proceeds of all present and future fire, hazard or casualty insurance policies and all condemnation awards
or payments now or later to be made by any public body or decree by any court of competent jurisdiction for any taking or in
connection with any condemnation or eminent domain proceeding, and all causes of action and their proceeds for any damage or
injury to the Premises, Improvements or the other property described above or any part of them, or breach of warranty in connection
with the construction of the Improvements, including causes of action arising in tort, contract, fraud or concealment of a material fact;
together with
(k) Intentionally deleted;
(l) All of Mortgagor’s rights in and to all Rate Management Transactions entered into with the Administrative Agent
or any of the Lenders in connection with the Term Loan Agreement;
(m) All books and records pertaining to any and all of the property described above, including computer-readable
memory and any computer hardware or software necessary to access and process such memory (“Books and Records”); together
with
(n) All proceeds of, additions and accretions to, substitutions and replacements for, and changes in any of the
property described above.
Capitalized terms used above and elsewhere in this Mortgage without definition have the meanings given them in the Term Loan
Agreement.
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1.2 Secured Obligations.
(a) Mortgagor makes the grant, conveyance, and mortgage set forth in Section 1.1 above, and grants the security
interest set forth in Section 3 below for the purpose of securing the following obligations (the “Secured Obligations”) in any order of
priority that Mortgagee may choose:
(i) Payment of all obligations at any time owing under the Notes under the terms of the Term Loan Agreement;
and
(ii) Payment and performance of all obligations of Mortgagor under this Mortgage; and
(iii) Payment and performance of all obligations of Mortgagor under the Term Loan Agreement; and
(iv) Payment and performance of any obligations of Mortgagor under any Loan Documents which are
executed by Mortgagor; and
(v) Payment and performance of all obligations of Mortgagor arising from any Rate Management
Transactions entered into with the Administrative Agent or any of the Lenders in connection with the Term Loan
Agreement. Rate Management Transactions shall mean an interest rate hedging program through the purchase by
Mortgagor from the Administrative Agent or any of the Lenders in connection with an interest rate swap, cap or such other
interest rate protection product with respect to the Term Loan Agreement; and
(vi) Payment and performance of all future advances and other obligations that Mortgagor or any successor
in ownership of all or part of the Property may agree to pay and/or perform (whether as principal, surety or guarantor) for the
benefit of Mortgagee, when a writing evidences the parties’ agreement that the advance or obligation be secured by this
Mortgage; and
(vii) Payment and performance of all modifications, amendments, extensions, and renewals, however
evidenced, of any of the Secured Obligations.
(b) All persons who may have or acquire an interest in all or any part of the Property will be considered to have notice
of, and will be bound by, the terms of the Secured Obligations and each other agreement or instrument made or entered into in
connection with each of the Secured Obligations. Such terms include any provisions in the Notes or the Term Loan Agreement
which permit borrowing, repayment and reborrowing, or which provide that the interest rate on one or more of the Secured
Obligations may vary from time to time.
2. Assignment of Rents.
2.1 Assignment. Mortgagor hereby irrevocably, absolutely, presently and unconditionally assigns to Mortgagee all rents,
royalties, issues, profits, revenue, income, accounts, proceeds and other benefits of the Property, whether now due, past due or to become
due, including all prepaid rents and security deposits (some or all collectively, as the context may require, “Rents”). This is an absolute
assignment, not an assignment for security only.
-4-
2.2 Grant of License. Mortgagee hereby confers upon Mortgagor a license (“License”) to collect and retain the Rents as they
become due and payable, so long as no Event of Default, as defined in Section 6.2 below, shall exist and be continuing. If an Event of Default
has occurred and is continuing, Mortgagee shall have the right, which it may choose to exercise in its sole discretion, to terminate this License
without notice to or demand upon Mortgagor, and without regard to the adequacy of Mortgagee’s security under this Mortgage.
2.3 Collection and Application of Rents. Subject to the License granted to Mortgagor under Section 2.2 above, Mortgagee has
the right, power and authority to collect any and all Rents. Mortgagor hereby appoints Mortgagee its attorney-in-fact to perform any and all
of the following acts, if and at the times when Mortgagee in its sole discretion may so choose:
(a) Demand, receive and enforce payment of any and all Rents; or
(b) Give receipts, releases and satisfactions for any and all Rents; or
(c) Sue either in the name of Mortgagor or in the name of Mortgagee for any and all Rents.
Mortgagee and Mortgagor agree that the mere recordation of the assignment granted herein entitles Mortgagee immediately to collect and
receive rents upon the occurrence of an Event of Default, as defined in Section 6.2, without first taking any acts of enforcement under
applicable law, such as, but not limited to, providing notice to Mortgagor, filing foreclosure proceedings, or seeking and/or obtaining the
appointment of a receiver. Further, Mortgagee’s right to the Rents does not depend on whether or not Mortgagee takes possession of the
Property as permitted under Subsection 6.3(c). In Mortgagee’s sole discretion, Mortgagee may choose to collect Rents either with or without
taking possession of the Property. Mortgagee shall apply all Rents collected by it in the manner provided under Section 6.6. If an Event of
Default occurs while Mortgagee is in possession of all or part of the Property and is collecting and applying Rents as permitted under this
Mortgage, Mortgagee and any receiver shall nevertheless be entitled to exercise and invoke every right and remedy afforded any of them
under this Mortgage and at law or in equity.
2.4 Mortgagee Not Responsible. Under no circumstances shall Mortgagee have any duty to produce Rents from the
Property. Regardless of whether or not Mortgagee, in person or by agent, takes actual possession of the Premises and Improvements, unless
Mortgagee agrees in writing to the contrary, Mortgagee is not and shall not be deemed to be:
(a) A “mortgagee in possession” for any purpose; or
(b) Responsible for performing any of the obligations of the lessor under any lease; or
(c) Responsible for any waste committed by lessees or any other parties, any dangerous or defective condition of the
Property, or any negligence in the management, upkeep, repair or control of the Property, unless caused by the gross negligence,
willful misconduct or bad faith of Mortgagee; or
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(d) Liable in any manner for the Property or the use, occupancy, enjoyment or operation of all or any part of it.
2.5 Leasing. Mortgagor shall not accept any deposit or prepayment of rents under the leases for any rental period exceeding
one (1) month without Mortgagee’s prior written consent. Mortgagor shall not lease the Property or any part of it except strictly in accordance
with the Term Loan Agreement.
3. Grant of Security Interest.
3.1 Security Agreement. The parties intend for this Mortgage to create a lien on the Property, and an absolute assignment of
the Rents, all in favor of Mortgagee. The parties acknowledge that some of the Property and some or all of the Rents may be determined under
applicable law to be personal property or fixtures. To the extent that any Property or Rents may be or be determined to be personal property,
Mortgagor as debtor hereby grants Mortgagee as secured party a security interest in all such Property and Rents, to secure payment and
performance of the Secured Obligations. This Mortgage constitutes a security agreement under the Uniform Commercial Code of the State in
which the Property is located, covering all such Property and Rents.
3.2 Financing Statements. Mortgagor hereby authorizes Mortgagee to file one or more financing statements. In addition,
Mortgagor shall execute such other documents as Mortgagee may from time to time require to perfect or continue the perfection of
Mortgagee’s security interest in any Property or Rents. As provided in Section 5.10 below, Mortgagor shall pay all fees and costs that
Mortgagee may incur in filing such documents in public offices and in obtaining such record searches as Mortgagee may reasonably
require. In case Mortgagor fails to execute any financing statements or other documents for the perfection or continuation of any security
interest, Mortgagor hereby appoints Mortgagee as its true and lawful attorney-in-fact to execute any such documents on its behalf. If any
financing statement or other document is filed in the records normally pertaining to personal property, that filing shall never be construed as in
any way derogating from or impairing this Mortgage or the rights or obligations of the parties under it.
4. Fixture Filing.
This Mortgage constitutes a financing statement filed as a fixture filing under Article 9 of the Uniform Commercial Code in the State in
which the Property is located, as amended or recodified from time to time, covering any Property which now is or later may become fixtures
attached to the Premises or Improvements. For this purpose, the respective addresses of Mortgagor, as debtor, and Mortgagee, as secured
party, are as set forth in the preambles of this Mortgage.
5. Rights and Duties of the Parties.
5.1 Representations and Warranties. Mortgagor represents and warrants that:
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(a) Glimcher Mortgagor lawfully possesses and holds fee simple title to that portion of the Premises identified as the
“Mall Parcel” on Exhibit A and the Improvements located thereon. GB Mortgagor lawfully possesses and holds fee simple title to
that part of the Premises identified as the “Additional Parcel” on Exhibit A and the Improvements located thereon.;
(b) Each of Glimcher Mortgagor and GB Mortgagor has or will have good title to its respective portion of the Property
other than the Premises and Improvements;
(c) Mortgagor has the full and unlimited power, right and authority to encumber the Property and assign the Rents;
(d) This Mortgage creates a first and prior lien on the Property;
(e) The Property includes all property and rights which may be reasonably necessary or desirable to promote
the present and any reasonable future beneficial use and enjoyment of the Premises and Improvements;
(f) Except for certain items of leased office equipment used in the management office at the Premises, Mortgagor owns
any Property which is personal property free and clear of any security agreements, reservations of title or conditional sales contracts,
and there is no financing statement affecting such personal property on file in any public office; and
(g) Mortgagor’s place of business, or its chief executive office if it has more than one place of business, is located at
the address specified below.
5.2 Taxes, and Assessments. Mortgagor shall, prior to delinquency, pay or cause to be paid each installment of all taxes and
special assessments of every kind, now or hereafter levied against the Property or any part thereof, without notice or demand, and shall
provide Mortgagee with evidence of the payment of same. Mortgagor shall pay all taxes and assessments which may be levied upon
Mortgagee’s or the Lenders' interest herein or upon this Mortgage or the debt secured hereby (excluding any income taxes or similar charges
imposed upon Mortgagee or the Lenders), without regard to any law that may be enacted imposing payment of the whole or any part thereof
upon the Mortgagee or any Lender. Notwithstanding anything contained in this Section to the contrary, Mortgagor shall have the right to
pay or cause to be paid any such tax or special assessment under protest or to otherwise contest any such tax or special assessment but only
if (i) such contest has the effect of preventing the collection of such tax or special assessment so contested and also prevent the sale or
forfeiture of the Property or any part thereof or any interest therein, (ii) Mortgagor promptly notifies Mortgagee in writing of its intent to
contest such tax or special assessment, and (iii) if so requested in writing by Mortgagee, Mortgagor has deposited security in form and
amount reasonably satisfactory to Mortgagee, and increases the amount of such security so deposited promptly after Mortgagee’s request
therefor. Mortgagor shall prosecute or cause the prosecution of all such contest actions in good faith and with due diligence.
5.3 Performance of Secured Obligations. Mortgagor shall promptly pay and perform each Secured Obligation in accordance
with its terms.
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5.4 Liens, Charges and Encumbrances. Mortgagor shall immediately discharge any lien on the Property which Mortgagee has
not consented to in writing.
5.5 Damages, Restoration, and Insurance Proceeds. As long as no Event of Default has occurred and is then continuing, all
insurance proceeds for losses at the Property of less than $500,000.00 shall be adjusted with and payable to the Mortgagor. In case of loss,
Mortgagee shall have the right (but not the obligation) to participate in and reasonably approve the settlement of any insurance claim in
excess of $500,000.00 and all claims thereafter, and Mortgagee is at all times authorized to collect and receive any insurance money for those
claims which Mortgagee is entitled to approve the settlement of hereunder.
At the election of Mortgagee, such insurance proceeds may be applied to reduce the outstanding balance of the indebtedness under
the Term Loan Agreement or to pay for costs of repair and restoration of the Property; provided, however, that so long as no Event of Default
has occurred and is then continuing, Mortgagee shall make such insurance proceeds available to pay for such costs of repair and
restoration. If Mortgagee is entitled to and does elect to apply insurance proceeds in payment or reduction of the indebtedness secured
hereby, then Mortgagee shall reduce the then outstanding balance of the Advances by the amount of the insurance proceeds received and so
applied by Mortgagee. In the event that Mortgagee does not elect to apply the insurance proceeds to the indebtedness secured hereby as set
forth above, such insurance proceeds shall be used to reimburse Mortgagor for the cost of rebuilding or restoring the Premises. The Premises
shall be so restored or rebuilt as to be substantially the same quality and character as the Premises were prior to such damage or destruction in
accordance with the original plans and specifications or to such other condition as Mortgagee shall reasonably approve in writing.
If Mortgagee elects to make the proceeds available for repair and restoration, any request by Mortgagor for a disbursement by
Mortgagee of fire or casualty insurance proceeds and funds deposited by Mortgagor with Mortgagee pursuant to this Section 5.5 shall be
treated by Mortgagee as if such request were for an Advance under the Term Loan Agreement, and the disbursement thereof shall be
conditioned upon the Borrower’s compliance with and satisfaction of the same conditions precedent as would be applicable under the Term
Loan Agreement for such an Advance. Additionally, such disbursement shall also be conditioned upon Borrower's providing to
Administrative Agent: updated title insurance, satisfactory evidence, as reasonably determined by Administrative Agent, that the Premises
shall be so restored or rebuilt as to be of at least equal value and quality and substantially the same character as the Premises were prior to
such damage or destruction in accordance with the original plans and specifications or to such other condition as Administrative Agent shall
reasonably approve in writing, satisfactory evidence of the estimated cost of completion thereof and with such architect’s certificates, waivers
of lien, contractors’ sworn statements and other evidence of cost and of payments as Administrative Agent may reasonably require and
approve. The undisbursed balance of insurance proceeds shall at all times be sufficient to pay for the cost of completion of the work free and
clear of liens and if such proceeds are insufficient, Mortgagor shall deposit the amount of such deficiency with Mortgagee prior to the
disbursement by Mortgagee of any insurance proceeds.
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5.6 Condemnation Proceeds. Mortgagor hereby assigns, transfers and sets over unto Mortgagee its entire interest in the
proceeds (the “Condemnation Proceeds”) of any award or any claim for damages for any of the Property taken or damaged under the power of
eminent domain or by condemnation or any transaction in lieu of condemnation (“Condemnation”), unless, notwithstanding the forgoing,
such taking, damage or condemnation does not cause a material diminution in the value of the Premises in which case all Condemnation
Proceeds for damages to the Property shall be payable to the Mortgagor. Mortgagee shall make available to Mortgagor the Condemnation
Proceeds for the restoration of the Premises if Mortgagor satisfies all of the conditions set forth in this Section 5.6 hereof for disbursement of
insurance proceeds. In all other cases Mortgagee shall have the right, at its option, to apply the Condemnation Proceeds upon or in reduction
of the indebtedness secured hereby, whether due or not. If Mortgagee is entitled to and does elect to apply Condemnation Proceeds upon or
in reduction of the indebtedness secured hereby, then Mortgagee shall reduce the then outstanding balance of the Advances under the Term
Loan Agreement by the amount of the Condemnation Proceeds received and so applied by Mortgagee. If the Condemnation Proceeds are
required to be used as aforesaid to reimburse Mortgagor for the cost of rebuilding or restoring buildings or improvements on the Property, or if
Mortgagee elects that the Condemnation Proceeds be so used, and the buildings and other improvements shall be rebuilt or restored, the
Condemnation Proceeds shall be paid out in the same manner as is provided in this Section 5.6 hereof for the payment of insurance proceeds
toward the cost of rebuilding or restoration of such buildings and other improvements. Any surplus which may remain out of the
Condemnation Proceeds after payment of such cost of rebuilding or restoration shall, at the option of Mortgagee, be applied on account of the
indebtedness secured hereby or be paid to any other party entitled thereto.
5.7 Maintenance and Preservation of Property.
(a) Mortgagor shall insure the Property as required by Section 6.6 of the Term Loan Agreement and keep the Property
in good condition and repair.
(b) Except as required by the terms of any lease approved by Administrative Agent, Mortgagor shall not remove or
demolish the Property or any material part of it in any way, or materially alter, restore or add to the Property, or initiate or allow any
material change or variance in any zoning or other Premises use classification which adversely affects the Property or any material
part of it, except with Mortgagee’s express prior written consent in each instance; the term “materially” or “material” as used in this
Section 5.7(b) shall mean having a monetary effect in an amount greater than $4,000,000.
(c) Mortgagor shall not commit or allow any act upon or use of the Property which would violate: (i) any applicable
Laws or order of any Governmental Authority, whether now existing or later to be enacted and whether foreseen or unforeseen; or
(ii) any public or private covenant, condition, restriction or equitable servitude affecting the Property. Mortgagor shall not bring or
keep any article on the Property or cause or allow any condition to exist on it, if that could invalidate or would be prohibited by any
insurance coverage required to be maintained by Mortgagor on the Property or any part of it under the Term Loan Agreement.
(d) Mortgagor shall not commit or allow waste of the Property, including those acts or omissions characterized under
the Term Loan Agreement as waste which arises out of Materials of Environmental Concern.
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(e) Mortgagor shall perform all other acts which from the character or use of the Property may be reasonably necessary
to maintain and preserve its value.
5.8 Releases, Extensions, Modifications and Additional Security. From time to time, Mortgagee may perform any of the
following acts without incurring any liability or giving notice to any person:
(a) Release any person liable for payment of any Secured Obligation;
(b) Extend the time for payment, or otherwise alter the terms of payment, of any Secured Obligation;
(c) Accept additional real or personal property of any kind as security for any Secured Obligation, whether evidenced
by deeds of trust, mortgages, security agreements or any other instruments of security;
(d) Alter, substitute or release any property securing the Secured Obligations;
(e) Consent to the making of any plat or map of the Property or any part of it;
(f) Join in granting any easement or creating any restriction affecting the Property; or
(g) Join in any subordination or other agreement affecting this Mortgage or the lien of it; or
(h) Release the Property or any part of it.
5.9 Release. If Mortgagor shall fully pay all principal and interest on the Notes, and all other indebtedness secured hereby and
comply with all of the other terms and provisions hereof to be performed and complied with by Mortgagor, Mortgagee, upon written request of
Mortgagor, shall release this Mortgage and the lien thereof by proper instrument upon payment and discharge of the amounts required under
the Term Loan Agreement and payment of any filing fee in connection with such release. Mortgagor shall pay any costs of preparation and
recordation of such release. In addition, Mortgagee, upon written request of Mortgagor, shall from time to time execute and deliver partial
releases of this Mortgage with respect to certain unimproved portions of the Premises on the terms described in Article XI of the Term Loan
Agreement upon payment and discharge of any amounts that may required under such Article of the Term Loan Agreement with respect to
the portion of the Premises being so released and payment of any filing fee in connection with such partial release.
5.10 Compensation, Exculpation, Indemnification.
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(a) Mortgagor agrees to pay fees required by and pursuant to the Term Loan Agreement, for any services that
Mortgagee may render in connection with this Mortgage, including Mortgagee’s providing a statement of the Secured Obligations or
providing the release pursuant to Section 5.9 above. Mortgagor shall also pay or reimburse all of Mortgagee’s costs and expenses
which may be incurred in rendering any such services. Mortgagor further agrees to pay or reimburse Mortgagee for all costs,
expenses and other advances which may be incurred or made by Mortgagee in any efforts to enforce any terms of this Mortgage,
including any rights or remedies afforded to Mortgagee under Section 6.4, whether any lawsuit is filed or not, or in defending any
action or proceeding arising under or relating to this Mortgage, including attorneys’ fees and other legal costs, costs of any
Foreclosure Sale (as defined in Subsection 6.4(i) below) and any cost of evidence of title. If Mortgagee chooses to dispose of
Property through more than one Foreclosure Sale, Mortgagor shall pay all costs, expenses or other advances that may be incurred or
made by Mortgagee in each of such Foreclosure Sales. In any suit to foreclose the lien hereof or enforce any other remedy of
Mortgagee under this Mortgage or the Note, there shall be allowed and included as additional indebtedness in the decree for sale or
other judgment or decree all expenditures and expenses which may be paid or incurred by or on behalf of Mortgagee for reasonable
attorneys’ costs and fees (including the costs and fees of paralegals), survey charges, appraiser’s fees, inspecting engineer’s and/or
architect’s fees, fees for environmental studies and assessments and all additional expenses incurred by Mortgagee with respect to
environmental matters, outlays for documentary and expert evidence, stenographers’ charges, publication costs, and costs (which
may be estimated as to items to be expended after entry of the decree) of procuring all such abstracts of title, title searches and
examinations, title insurance policies, and similar data and assurances with respect to title as Mortgagee may deem reasonably
necessary either to prosecute such suit or to evidence to bidders at any sale which may be had pursuant to such decree the true
condition of the title to, the value of or the environmental condition of the Property. All expenditures and expenses of the nature in
this Subsection mentioned, and such expenses and fees as may be incurred in the protection of the Property and maintenance of the
lien of this Mortgage, including the fees of any attorney (including the costs and fees of paralegals) employed by Mortgagee in any
litigation or proceeding affecting this Mortgage, the Note or the Property, including probate and bankruptcy proceedings, or in
preparation for the commencement or defense of any proceeding or threatened suit or proceeding, shall be immediately due and
payable by Mortgagor, with interest thereon at the Default Rate and shall be secured by this Mortgage.
(b) Mortgagee shall not be directly or indirectly liable to Mortgagor or any other person as a consequence of any of
the following:
(i) Mortgagee’s exercise of or failure to exercise any rights, remedies or powers granted to Mortgagee in this
Mortgage;
(ii) Mortgagee’s failure or refusal to perform or discharge any obligation or liability of Mortgagor under any
agreement related to the Property or under this Mortgage; or
(iii) Any loss sustained by Mortgagor or any third party resulting from Mortgagee’s failure to lease the
Property, or from any other act or omission of Mortgagee in managing the Property, after an Event of Default, unless the
loss is caused by the willful misconduct, gross negligence, or bad faith of Mortgagee.
Mortgagor hereby expressly waives and releases all liability of the types described above, and agrees that no such liability shall be
asserted against or imposed upon Mortgagee.
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(c) Mortgagor agrees to indemnify Mortgagee against and hold it harmless from all losses, damages, liabilities, claims,
causes of action, judgments, court costs, attorneys’ fees and other legal expenses, cost of evidence of title, cost of evidence of value,
and other costs and expenses which it may suffer or incur, unless caused by the gross negligence, willful misconduct or bad faith of
the Mortgagee:
(i) In performing any act required or permitted by this Mortgage or any of the other Loan Documents or by
law;
(ii) Because of any failure of Mortgagor to perform any of its obligations; or
(iii) Because of any alleged obligation of or undertaking by Mortgagee to perform or discharge any of the
representations, warranties, conditions, covenants or other obligations in any document relating to the Property other than
the Loan Documents.
This agreement by Mortgagor to indemnify Mortgagee shall survive the release and cancellation of any or all of the Secured
Obligations and the full or partial release of this Mortgage.
(d) Mortgagor shall pay all obligations to pay money arising under this Section 5.10 immediately upon demand by
Mortgagee. Each such obligation shall be added to, and considered to be part of, the principal of the Note, and shall bear interest
from the date the obligation arises at the Default Rate.
5.11 Defense and Notice of Claims and Actions. At Mortgagor’s sole expense, Mortgagor shall protect, preserve and defend
the Property and title to and right of possession of the Property, and the security of this Mortgage and the rights and powers of Mortgagee
created under it, against all adverse claims. Mortgagor shall give Mortgagee prompt notice in writing if any claim is asserted which does or
could affect any such matters, or if any action or proceeding is commenced which alleges or relates to any such claim.
5.12 Subrogation. Mortgagee shall be subrogated to the liens of all encumbrances, whether released of record or not, which are
discharged in whole or in part by Mortgagee in accordance with this Mortgage or with the proceeds of any loan secured by this Mortgage.
5.13 Site Visits, Observation and Testing. Mortgagee and its agents and representatives shall have the right at any reasonable
time upon not less than 24 hours prior notice to enter and visit the Property for the purpose of performing appraisals, observing the Property,
and conducting non-invasive tests (unless Mortgagee has a good faith reason to believe that the taking and removing soil or groundwater
samples is required, and in such case, conducting such tests) on any part of the Property. Mortgagee has no duty, however, to visit or
observe the Property or to conduct tests, and no site visit, observation or testing by Mortgagee, its agents or representatives shall impose
any liability on any of Mortgagee, its agents or representatives. In no event shall any site visit, observation or testing by Mortgagee, its
agents or representatives be a representation that Materials of Environmental Concern are or are not present in, on or under the Property, or
that there has been or shall be compliance with any law, regulation or ordinance pertaining to Materials of Environmental Concern or any other
applicable governmental law. Neither Mortgagor nor any other party is entitled to rely on any site visit, observation or testing by any of
Mortgagee, its agents or representatives. Neither Mortgagee, its agents or representatives owe any duty of care to protect Mortgagor or any
other party against, or to inform Mortgagor or any other party of, any Materials of Environmental Concern or any other adverse condition
affecting the Property. Mortgagee shall give Mortgagor reasonable notice before entering the Property. Mortgagee shall make reasonable
efforts to avoid interfering with Mortgagor’s use of the Property in exercising any rights provided in this Section 5.13. Notwithstanding the
foregoing, all rights granted to Mortgagee under this Section 5.13 are subject to all rights of tenants to the Property.
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5.14 Notice of Change. Mortgagor shall give Mortgagee prior written notice of any change in: (a) the location of its place of
business or its chief executive office if it has more than one place of business; (b) the location of any of the Property, including the Books and
Records; and (c) Mortgagor’s name or business structure. Unless otherwise approved by Mortgagee in writing, all Property that consists of
personal property (other than the Books and Records) will be located on the Premises and all Books and Records will be located at
Mortgagor’s place of business or chief executive office if Mortgagor has more than one place of business.
6. Transfers, Default and Remedies.
6.1 Transfers. Mortgagor acknowledges that Mortgagee is making one or more advances under the Term Loan Agreement in
reliance on the expertise, skill and experience of Mortgagor; thus, the Secured Obligations include material elements similar in nature to a
personal service contract. In consideration of Mortgagee’s reliance, Mortgagor agrees that Mortgagor shall not make any transfer of the
Property or transfer of its interests therein, except for leases in the ordinary course (a “Transfer”), unless the Transfer is preceded by
Mortgagee’s express written consent to the particular transaction and transferee. Mortgagee may withhold such consent in its sole discretion.
6.2 Events of Default. Mortgagor will be in default under this Mortgage upon the occurrence of any one or more of the
following events (some or all collectively, “Events of Default;” any one singly, an “Event of Default”):
(a) If a default shall occur with respect to covenants, agreements and obligations of Mortgagor under this Mortgage
involving the payment of money (other than a default in the payment of principal when due as provided in Section 7.1 of the Term
Loan Agreement) and shall continue for a period of five (5) business days after the due date thereof; or
(b) If there is a failure to perform or observe any of the other covenants, agreements and conditions contained in this
Mortgage in accordance with the terms hereof, and such default continues unremedied for a period of thirty (30) days after written
notice from Mortgagee to defaulting Mortgagor of the occurrence thereof; or
(c) A “Default” occurs under the Term Loan Agreement (as such term is defined therein).
6.3 Remedies. At any time after an Event of Default, Mortgagee shall be entitled to invoke any and all of the rights and remedies
described below, in addition to all other rights and remedies available to Mortgagee at law or in equity. All of such rights and remedies shall
be cumulative, and the exercise of any one or more of them shall not constitute an election of remedies.
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(a) Acceleration. Upon the occurrence and continuation of any Event of Default the whole of the principal sum hereby
secured shall, at once either automatically or at the option of Mortgagee as described in Section 8.1 of the Term Loan Agreement,
become immediately due and payable, together with accrued interest thereon, without any presentment, demand, protest or notice of
any kind to Mortgagor.
(b) Receiver. Mortgagee shall, as a matter of right, without notice and without giving bond to Mortgagor or anyone
claiming by, under or through Mortgagor, and without regard for the solvency or insolvency of Mortgagor or the then value of the
Property, to the extent permitted by applicable law, be entitled to have a receiver appointed for all or any part of the Property and the
Rents, and the proceeds, issues and profits thereof, with the rights and powers referenced below and such other rights and powers as
the court making such appointment shall confer, and Mortgagor hereby consents to the appointment of such receiver and shall not
oppose any such appointment. Such receiver shall have all powers and duties prescribed by applicable law, all other powers which
are necessary or usual in such cases for the protection, possession, control, management and operation of the Property, and such
rights and powers as Mortgagee would have, upon entering and taking possession of the Property under subsection (c) below.
(c) Entry. Mortgagee, in person, by agent or by court-appointed receiver, may enter, take possession of, manage and
operate all or any part of the Property, and may also do any and all other things in connection with those actions that Mortgagee may
in its sole discretion consider necessary and appropriate to protect the security of this Mortgage. Such other things may
include: taking and possessing all of Mortgagor’s or the then owner’s Books and Records; entering into, enforcing, modifying or
canceling leases on such terms and conditions as Mortgagee may consider proper; obtaining and evicting tenants; fixing or
modifying Rents; collecting and receiving any payment of money owing to Mortgagee; completing any unfinished construction;
and/or contracting for and making repairs and alterations. If Mortgagee so requests, Mortgagor shall assemble all of the Property
that has been removed from the Premises and make all of it available to Mortgagee at the site of the Premises. Mortgagor hereby
irrevocably constitutes and appoints Mortgagee as Mortgagor’s attorney-in-fact to perform such acts and execute such documents
as Mortgagee in its sole discretion may consider to be appropriate in connection with taking these measures, including endorsement
of Mortgagor’s name on any instruments.
(d) Cure; Protection of Security. Mortgagee may cure any breach or default of Mortgagor, and if it chooses to do so
in connection with any such cure, Mortgagee may also enter the Property and/or do any and all other things which it may in its sole
discretion consider necessary and appropriate to protect the security of this Mortgage, including, without limitation, completing
construction of the improvements at the Property contemplated by the Term Loan Agreement. Such other things may include:
appearing in and/or defending any action or proceeding which purports to affect the security of, or the rights or powers of
Mortgagee under, this Mortgage; paying, purchasing, contesting or compromising any encumbrance, charge, lien or claim of lien
which in Mortgagee’s sole judgment is or may be senior in priority to this Mortgage, such judgment of Mortgagee or to be
conclusive as among the parties to this Mortgage; obtaining insurance and/or paying any premiums or charges for insurance
required to be carried under the Term Loan Agreement; otherwise caring for and protecting any and all of the Property; and/or
employing counsel, accountants, contractors and other appropriate persons to assist Mortgagee. Mortgagee may take any of the
actions permitted under this Subsection 6.3(d) either with or without giving notice to any person. Any amounts expended by
Mortgagee under this Subsection 6.3(d) shall be secured by this Mortgage.
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(e) Uniform Commercial Code Remedies. Mortgagee may exercise any or all of the remedies granted to a secured party
under the Uniform Commercial Code in the State in which the Property is located.
(f) Foreclosure; Lawsuits. Mortgagee shall have the right, in one or several concurrent or consecutive proceedings, to
foreclose the lien hereof upon the Property or any part thereof, for the Secured Obligations, or any part thereof, by any proceedings
appropriate under applicable law. Mortgagee or its nominee may bid and become the purchaser of all or any part of the Property at
any foreclosure or other sale hereunder, and the amount of Mortgagee’s successful bid shall be credited on the Secured
Obligations. Without limiting the foregoing, Mortgagee may proceed by a suit or suits in law or equity, whether for specific
performance of any covenant or agreement herein contained or in aid of the execution of any power herein granted, or for any
foreclosure under the judgment or decree of any court of competent jurisdiction. In addition to the right provided in Subsection
6.3(a), upon, or at any time after the filing of a complaint to foreclose this Mortgage, Mortgagee shall be entitled to the appointment
of a receiver of the property by the court in which such complaint is filed, and Mortgagor hereby consents to such appointment.
(g) Other Remedies. Mortgagee may exercise all rights and remedies contained in any other instrument, document,
agreement or other writing heretofore, concurrently or in the future executed by Mortgagor or any other person or entity in favor of
Mortgagee in connection with the Secured Obligations or any part thereof, without prejudice to the right of Mortgagee thereafter to
enforce any appropriate remedy against Mortgagor. Mortgagee shall have the right to pursue all remedies afforded to a mortgagee
under applicable law, and shall have the benefit of all of the provisions of such applicable law, including all amendments thereto
which may become effective from time to time after the date hereof.
(h) Sale of Personal Property. Mortgagee shall have the discretionary right to cause some or all of the Property, which
constitutes personal property, to be sold or otherwise disposed of in any combination and in any manner permitted by applicable law.
(i) For purposes of this power of sale, Mortgagee may elect to treat as personal property any Property which
is intangible or which can be severed from the Premises or Improvements without causing structural damage. If it chooses
to do so, Mortgagee may dispose of any personal property, in any manner permitted by Article 9 of the Uniform Commercial
Code of the State in which the Property is located, including any public or private sale, or in any manner permitted by any
other applicable law.
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(ii) In connection with any sale or other disposition of such Property, Mortgagor agrees that the following
procedures constitute a commercially reasonable sale: Mortgagee shall mail written notice of the sale to Mortgagor not later
than thirty (30) days prior to such sale. Mortgagee will publish notice of the sale in a local daily newspaper of general
circulation. Upon receipt of any written request, Mortgagee will make the Property available to any bona fide prospective
purchaser for inspection during reasonable business hours. Notwithstanding, Mortgagee shall be under no obligation to
consummate a sale if, in its judgment, none of the offers received by it equals the fair value of the Property offered for
sale. The foregoing procedures do not constitute the only procedures that may be commercially reasonable.
(i) Single or Multiple Foreclosure Sales. If the Property consists of more than one lot, parcel or item of
property, Mortgagee may:
(i) Designate the order in which the lots, parcels and/or items shall be sold or disposed of or offered for sale or
disposition; and
(ii) Elect to dispose of the lots, parcels and/or items through a single consolidated sale or disposition to be
held or made under or in connection with judicial proceedings, or by virtue of a judgment and decree of foreclosure and sale;
or through two or more such sales or dispositions; or in any other manner Mortgagee may deem to be in its best interests
(any such sale or disposition, a “Foreclosure Sale;” and any two or more, “Foreclosure Sales”).
If Mortgagee chooses to have more than one Foreclosure Sale, Mortgagee at its option may cause the Foreclosure Sales to
be held simultaneously or successively, on the same day, or on such different days and at such different times and in such
order as Mortgagee may deem to be in its best interests. No Foreclosure Sale shall terminate or affect the liens of this
Mortgage on any part of the Property which has not been sold, until all of the Secured Obligations have been paid in full.
6.4 Credit Bids. At any Foreclosure Sale, any person, including Mortgagor or Mortgagee, may bid for and acquire the Property
or any part of it to the extent permitted by then applicable law. Instead of paying cash for such property, Mortgagee may settle for the
purchase price by crediting the sales price of the property against the following obligations:
(a) First, the portion of the Secured Obligations attributable to the expenses of sale, costs of any action and any other
sums for which Mortgagor is obligated to pay or reimburse Mortgagee under Section 5.10 of this Mortgage; and
(b) Second, all other Secured Obligations in any order and proportions as Mortgagee in its sole discretion may choose.
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6.5 Application of Foreclosure Sale Proceeds. Mortgagee shall apply the proceeds of any Foreclosure Sale in the following
manner:
(a) First, to pay the portion of the Secured Obligations attributable to the expenses of sale, costs of any action and any
other sums for which Mortgagor is obligated to reimburse Mortgagee under Section 5.10 of this Mortgage;
(b) Second, to pay the portion of the Secured Obligations attributable to any sums expended or advanced by
Mortgagee under the terms of this Mortgage which then remain unpaid;
(c) Third, to pay all other Secured Obligations in any order and proportions as Mortgagee in its sole discretion may
choose consistent with the requirements of the Term Loan Agreement; and
(d) Fourth, to remit the remainder, if any, to the person or persons entitled to it.
6.6 Application of Rents and Other Sums. Mortgagee shall apply any and all Rents collected by it, and any and all sums other
than proceeds of a Foreclosure Sale which Mortgagee may receive or collect under Section 6.3 above, in the following manner:
(a) First, to pay the portion of the Secured Obligations attributable to the costs and expenses of operation and
collection that may be incurred by Mortgagee or any receiver;
(b) Second, to pay all other Secured Obligations in any order and proportions as Mortgagee in its sole discretion may
choose consistent with the requirements of the Term Loan Agreement; and
(c) Third, to remit the remainder, if any, to the person or persons entitled to it.
Mortgagee shall have no liability for any funds which it does not actually receive.
7. Miscellaneous Provisions.
7.1 Additional Provisions. The Loan Documents fully state all of the terms and conditions of the parties’ agreement regarding
the matters mentioned in or incidental to this Mortgage. The Loan Documents also grant further rights to Mortgagee and contain further
agreements and affirmative and negative covenants by Mortgagor which apply to this Mortgage and to the Property.
7.2 No Waiver or Cure.
(a) Each waiver by Mortgagee must be in writing, and no waiver shall be construed as a continuing waiver. No waiver
shall be implied from any delay or failure by Mortgagee to take action on account of any default of Mortgagor. Consent by
Mortgagee to any act or omission by Mortgagor shall not be construed as a consent to any other or subsequent act or omission or to
waive the requirement for Mortgagee’s consent to be obtained in any future or other instance.
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(b) If any of the events described below occurs, that event alone shall not: cure or waive any breach, Event of Default
or notice of default under this Mortgage or invalidate any act performed pursuant to any such default or notice; or nullify the effect
of any notice of default or sale (unless all Secured Obligations then due have been paid and performed and all other defaults under
the Loan Documents have been cured); or impair the security of this Mortgage; or prejudice Mortgagee or any receiver in the exercise
of any right or remedy afforded any of them under this Mortgage; or be construed as an affirmation by Mortgagee of any tenancy,
lease or option, or a subordination of the lien of this Mortgage.
(i) Mortgagee, its agent or a receiver takes possession of all or any part of the Property in the manner
provided in Subsection 6.3(c).
(ii) Mortgagee collects and applies Rents as permitted under Sections 2.3 and 6.6 above, either with or without
taking possession of all or any part of the Property.
(iii) Mortgagee receives and applies to any Secured Obligation any proceeds of any Property, including any
proceeds of insurance policies, condemnation awards, or other claims, property or rights assigned to Mortgagee under
Section 5.5 and Section 5.6 above.
(iv) Mortgagee makes a site visit, observes the Property and/or conducts tests as permitted under
Section 5.13 above.
(v) Mortgagee receives any sums under this Mortgage or any proceeds of any collateral held for any of the
Secured Obligations, and applies them to one or more Secured Obligations.
(vi) Mortgagee or any receiver invokes any right or remedy provided under this Mortgage.
7.3 Powers of Mortgagee.
(a) If Mortgagee performs any act which it is empowered or authorized to perform under this Mortgage, including any
act permitted by Section 5.8 or Subsection 6.3(d) of this Mortgage, that act alone shall not release or change the personal liability of
any person for the payment and performance of the Secured Obligations then outstanding, or the lien of this Mortgage on all or the
remainder of the Property for full payment and performance of all outstanding Secured Obligations. The liability of the original
Mortgagor shall not be released or changed if Mortgagee grants any successor in interest to Mortgagor any extension of time for
payment, or modification of the terms of payment, of any Secured Obligation. Mortgagee shall not be required to comply with any
demand by the original Mortgagor that Mortgagee refuse to grant such an extension or modification to, or commence proceedings
against, any such successor in interest.
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(b) Mortgagee may take any of the actions permitted under Subsections 6.3(b) and/or 6.3(c) regardless of the adequacy
of the security for the Secured Obligations, or whether any or all of the Secured Obligations have been declared to be immediately
due and payable, or whether notice of default and election to sell has been given under this Mortgage.
(c) From time to time, Mortgagee may apply to any court of competent jurisdiction for aid and direction in executing
and enforcing the rights and remedies created under this Mortgage. Mortgagee may from time to time obtain orders or decrees
directing, confirming or approving acts in executing and enforcing these rights and remedies.
7.4 Merger. No merger shall occur as a result of Mortgagee’s acquiring any other estate in or any other lien on the Property
unless Mortgagee consents to a merger in writing.
7.5 Joint and Several Liability. If Mortgagor consists of more than one person, each shall be jointly and severally liable for the
faithful performance of all of Mortgagor’s obligations under this Mortgage.
7.6 Applicable Law. The creation, perfection and enforcement of the lien of this Mortgage shall be governed by the law of the
State in which the property is located. Subject to the foregoing, in all other respects, this Mortgage shall be governed by the substantive laws
of the State of Minnesota.
7.7 Successors in Interest. The terms, covenants and conditions of this Mortgage shall be binding upon and inure to the
benefit of the heirs, successors and assigns of the parties. However, this Section 7.7 does not waive the provisions of Section 6.1 above.
7.8 Interpretation.
(a) Whenever the context requires, all words used in the singular will be construed to have been used in the plural, and
vice versa, and each gender will include any other gender. The captions of the sections of this Mortgage are for convenience only
and do not define or limit any terms or provisions. The word “include(s)” means “include(s), without limitation,” and the word
“including” means “including, but not limited to.”
(b) The word “obligations” is used in its broadest and most comprehensive sense, and includes all
primary, secondary, direct, indirect, fixed and contingent obligations. It further includes all principal, interest, prepayment charges,
late charges, loan fees and any other fees and charges accruing or assessed at any time, as well as all obligations to perform acts or
satisfy conditions.
(c) No listing of specific instances, items or matters in any way limits the scope or generality of any language of this
Mortgage. The Exhibits to this Mortgage are hereby incorporated in this Mortgage.
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7.9 Waiver of Statutory Rights. To the extent permitted by law, Mortgagor hereby agrees that it shall not and will not apply for
or avail itself of any appraisement, valuation, stay, extension or exemption laws, or any so-called “Moratorium Laws,” now existing or hereafter
enacted, in order to prevent or hinder the enforcement or foreclosure of this Mortgage, but hereby waives the benefit of such laws. Mortgagor
for itself and all who may claim through or under it waives any and all right to have the property and estates comprising the Property
marshalled upon any foreclosure of the lien hereof and agrees that any court having jurisdiction to foreclose such lien may order the Property
sold as an entirety. Mortgagor hereby waives any and all rights of redemption from sale under any judgment of foreclosure of this Mortgage
on behalf of Mortgagor and on behalf of each and every person acquiring any interest in or title to the Property of any nature whatsoever,
subsequent to the date of this Mortgage. The foregoing waiver of right of redemption is made pursuant to the provisions of applicable law.
7.10 Severability. If any provision of this Mortgage should be held unenforceable or void, that provision shall be deemed
severable from the remaining provisions and shall in no way affect the validity of this Mortgage except that if such provision relates to the
payment of any monetary sum, then Mortgagee may, at its option, declare all Secured Obligations immediately due and payable.
7.11 Notices. Any notice, demand, request or other communication which any party hereto may be required or may desire to
give hereunder shall be in writing and shall be deemed to have been properly given (a) if hand delivered, when delivered; (b) if mailed by
United States Certified Mail (postage prepaid, return receipt requested), three Business Days after mailing (c) if by Federal Express or other
reliable overnight courier service, on the next Business Day after delivered to such courier service or (d) if by telecopier on the day of
transmission so long as copy is sent on the same day by overnight courier as set forth below:
Mortgagor: Glimcher Northtown Venture, LLC

GB Northtown, LLC
Telephone: 614-621-9000
Facsimile: (614) 621-8863
Mortgagee: KeyBank National Association

127 Public Square
Attention: Commercial Real Estate Department
Phone: 216-689-4660
Facsimile: 216-689-4997
With a copy to: Sonnenschein Nath & Rosenthal LLP

7800 Sears Tower
Chicago, Illinois 60606
Attention: Patrick G. Moran, Esq.
Telephone: 312-876-8132
Facsimile: 312-876-7934
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or at such other address as the party to be served with notice may have furnished in writing to the party seeking or desiring to serve notice as
a place for the service of notice.
Any notice or demand delivered to the person or entity named above to accept notices and demands for Mortgagor shall constitute
notice or demand duly delivered to Mortgagor, even if delivery is refused.
7.12 Mortgagee’s Lien for Service Charge and Expenses. At all times, regardless of whether any Loan proceeds have been
disbursed, this Mortgage secures the payment of any and all loan commissions, service charges, liquidated damages, expenses and advances
due to or incurred by Mortgagee not to exceed the maximum amount secured hereby. For purposes hereof, all obligations of Mortgagor to
Mortgagee under all Rate Management Transactions and any indebtedness or obligation contained therein or evidenced thereby shall be
considered an obligation of Mortgagor secured hereby pursuant to the Term Loan Agreement; provided however that in no event shall the
total amount secured hereby exceed $40,000,000.
7.13 WAIVER OF TRIAL BY JURY. MORTGAGOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVES ANY RIGHT THAT IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION ARISING IN ANY WAY IN CONNECTION WITH
THIS MORTGAGE, THE NOTE, OR ANY OF THE OTHER LOAN DOCUMENTS, THE LOAN OR ANY OTHER STATEMENTS OR ACTIONS
OF MORTGAGOR OR MORTGAGEE. MORTGAGOR ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED IN THE SIGNING OF THIS
MORTGAGE AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL SELECTED OF ITS OWN FREE WILL, AND
THAT IT HAS DISCUSSED THIS WAIVER WITH SUCH LEGAL COUNSEL. MORTGAGOR FURTHER ACKNOWLEDGES THAT (I) IT HAS
READ AND UNDERSTANDS THE MEANING AND RAMIFICATIONS OF THIS WAIVER, (II) THIS WAIVER IS A MATERIAL
INDUCEMENT FOR MORTGAGEE TO MAKE THE LOAN, ENTER INTO THIS MORTGAGE AND EACH OF THE OTHER LOAN
DOCUMENTS, AND (III) THIS WAIVER SHALL BE EFFECTIVE AS TO EACH OF SUCH OTHER LOAN DOCUMENTS AS IF FULLY
INCORPORATED THEREIN.
7.14 Incorporation of Term Loan Agreement and Environmental Indemnity Agreement. The terms and provisions of the Term
Loan Agreement and that certain Environmental Indemnity Agreement (the “Indemnity”) dated as of even date herewith, are incorporated
herein by express reference. All advances and indebtedness arising and accruing under the Term Loan Agreement from time to time, whether
or not the resulting indebtedness secured hereby may exceed the face amount of the Notes, shall be secured hereby to the same extent as
though said Term Loan Agreement were fully incorporated in this Mortgage, and the occurrence of any “Default” under said Term Loan
Agreement shall constitute a Event of Default under this Mortgage entitling Mortgagee to all of the rights and remedies conferred upon
Mortgagee by the terms of both this Mortgage and the Term Loan Agreement.
7.15 Inconsistencies. In the event of any inconsistency between this Mortgage and the Term Loan Agreement, the terms hereof
shall be controlling, to the extent necessary to create, preserve and/or maintain a valid security interest upon the Property, and otherwise the
provisions of the Term Loan Agreement shall be controlling.
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7.16 Partial Invalidity; Maximum Allowable Rate of Interest. Mortgagor and Mortgagee intend and believe that each provision
in this Mortgage and the Notes comports with all applicable local, state and federal laws and judicial decisions. However, if any provision or
provisions, or if any portion of any provision or provisions, in this Mortgage or the Notes is found by a court of law to be in violation of any
applicable local, state or federal ordinance, statute, law, administrative or judicial decision, or public policy, and if such court should declare
such portion, provision or provisions of this Mortgage and the Notes to be illegal, invalid, unlawful, void or unenforceable as written, then it is
the intent both of Mortgagor and Mortgagee that such portion, provision or provisions shall be given force to the fullest possible extent that
they are legal, valid and enforceable, that the remainder of this Mortgage and the Notes shall be construed as if such illegal, invalid, unlawful,
void or unenforceable portion, provision or provisions were not contained therein, and that the rights, obligations and interest of Mortgagor
and Mortgagee under the remainder of this Mortgage and the Notes shall continue in full force and effect. All agreements herein and in the
Notes are expressly limited so that in no contingency or event whatsoever, whether by reason of advancement of the proceeds hereof,
acceleration of maturity of the unpaid principal balance of the Notes, or otherwise, shall the amount paid or agreed to be paid to the Holders
for the use, forbearance or detention of the money to be advanced hereunder exceed the highest lawful rate permissible under applicable usury
laws. If, from any circumstances whatsoever, fulfillment of any provision hereof or of the Notes or any other agreement referred to herein, at
the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by law which a court of
competent jurisdiction may deem applicable hereto, then, ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity
and if from any circumstance the Holders shall ever receive as interest an amount which would exceed the highest lawful rate, such amount
which would be excessive interest shall be applied to the reduction of the unpaid principal balance due under the Notes and not to the
payment of interest.
7.17 “THIS WRITTEN AGREEMENT IS THE FINAL EXPRESSION OF THE MORTGAGE, ASSIGNMENT OF RENTS,
SECURITY AGREEMENT AND FIXTURE FILING AMONG THE PARTIES HERETO AS THE SAME EXISTS TODAY AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF ANY PRIOR OR CONTEMPORANEOUS ORAL AGREEMENT BETWEEN THE PARTIES
HERETO. THE PARTIES HEREBY AFFIRM THAT NO UNWRITTEN ORAL AGREEMENT BETWEEN THE PARTIES EXISTS. THE
FOLLOWING SPACE (WHICH THE PARTIES HERETO AGREE IS SUFFICIENT SPACE) IS PROVIDED FOR THE PLACEMENT OF
NONSTANDARD TERMS, IF ANY (IF THERE ARE NO NONSTANDARD TERMS TO BE ADDED, STATE “NONE”):
NONE
7.18 Certain Matters Relating to Property Located in the State of Minnesota . Notwithstanding anything contained herein to the
contrary the provisions contained in the Rider attached hereto as Exhibit B (the "Rider") are incorporated by reference as if fully set forth
herein. If there is any inconsistency between the terms contained in this Mortgage and the terms contained in the Rider, the terms in the Rider
shall prevail.
[Signature appears on following page]
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IN WITNESS WHEREOF, Mortgagor has executed this Mortgage as of the date first above written.
Mortgagor:


a Delaware limited partnership,its sole member

By:/s/ Mark E. Yale

GB NORTHTOWN, LLC,


By:/s/ Mark E. Yale

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STATE OF ________________ )
) SS:
COUNTY OF _______________ )
The foregoing instrument was acknowledged before me this 22nd day of October, 2008, by Mark E. Yale, the Executive Vice President,
Chief Financial Officer and Treasurer of Glimcher Properties Corporation, the sole general partner of Glimcher Properties Limited Partnership,
the sole member of GLIMCHER NORTHTOWN VENTURE, LLC, organized under the laws of the State of Delaware, who acknowledged that he
did sign the foregoing instrument.
Sign Name: ________________________________________

Notary Public
Print Name:________________________________________
Serial No. (if any):____________________________________
[NOTARIAL SEAL]
My Commission Expires: ___________________
STATE OF ________________ )
) SS:
COUNTY OF _______________ )
The foregoing instrument was acknowledged before me this 22nd day of October, 2008, by Mark E. Yale, the Executive Vice President,
Chief Financial Officer and Treasurer of Glimcher Properties Corporation, the sole general partner of Glimcher Properties Limited Partnership,
the sole member of GB NORTHTOWN, LLC, organized under the laws of the State of Delaware, who acknowledged that he did sign the
foregoing instrument.
Sign Name: ________________________________________

Notary Public
Print Name:________________________________________
Serial No. (if any):____________________________________
[NOTARIAL SEAL]
My Commission Expires: ___________________
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EXHIBIT A
DESCRIPTION OF PREMISES
PARCEL 1, TRACT A - Fee Simple:

Lots 1 and 2, Block 1, Glimcher Northtown Mall Addition, Anoka County, Minnesota.
PARCEL 1, TRACT B - Fee Simple:

Lot 3, Block 1, Glimcher Northtown Mall Addition, Anoka County, Minnesota.
PARCEL 2 - Fee Simple:

Lots 2,4,5,6 and 7, Block 2, Muir's Northtown Addition, exception therefrom that part of Lot 4 described as follows:
Beginning at the intersection of the East line of said Lot 4 and a line parallel with and distant 570.00 feet North of the South line of said Lot 4;
thence on an assumed bearing of North 89 degrees 17 minutes 30 seconds West, along said parallel line, 535.00 feet; thence Southwesterly
along a tangential curve to the left, 316.16 feet; said curve has a central angle of 90 degrees 00 minutes 00 seconds and a radius of 200.00 feet;
thence South 00 degrees 42 minutes 30 seconds West, tangent to last described curve, 58.00 feet; thence Southerly along a tangential curve to
the right 92.36 feet, said curve has a central angle of 35 degrees 16 minutes 44 seconds and a radius of 150.00 feet; thence South 54 degrees 00
minutes 46 seconds East, not tangent to last described curve, 56.32 feet; thence Southerly along a non-tangential curve concave to the East
141.52 feet; said curve has a central angle of 35 degrees 16 minutes 44 seconds, radius of 230.00 feet and a chord bearing of South 18 degrees
20 minutes 52 seconds West; thence South 00 degrees 42 minutes 30 seconds West, tangent to last described curve, 60.00 feet to its
intersection with the South line of said Lot 4; thence Easterly and Northerly along the Southerly and Easterly line of said Lot 4 to the point of
beginning.
PARCEL 3 - Fee Simple:

That part of vacated University Avenue N.E. accruing thereto pursuant to City of Blaine Ordinance No. 95-1566, recorded March 1, 1996, as
Document No. 1206692, described as follows:
That portion of University Avenue N.E. over, under, through and across the right-of-way of University Avenue N.E. as dedicated by Muir's
Northtown Addition, according to the plat thereof on file and of record in the Office of the Country Recorder of Anoka County, Minnesota,
which lies Southeasterly of the following described line and its extensions:
Beginning at a point on the Southwesterly line of said Muir's Northtown Addition distant 108.97 feet Southeasterly from the most Southerly
corner of Lot 1, Block 1, said Muir's Northtown Addition as measured along said Southwesterly line; thence Northeasterly to a point on the
Westerly line of Block 2, said Muir's Northtown Addition distant 701.72 feet Southerly from the most Northerly corner of said Block 2, as
measured along said Westerly line, and there terminating.
PARCEL 4 - Easements:
Together with those rights and easements constituting rights in real property created, defined and limited by that certain Construction,
Operation and Reciprocal Easement Agreement dated October 19, 1970, filed as Document No. 344241, by and between Northtown Shopping
Center, a limited partnership, Monwar Property Corporation and Adcor Realty Corporation, as amended by First Amendment dated June 21,
1971, filed as Document No. 353464, amended by Second Amendment dated July 29, 1971, filed as Document No. 353465, amended by Third
Amendment dated December 22, 1971, filed as Document No. 364068, amended by Fourth Amendment dated June 8, 1973, filed as Document
No. 397408, amended by Fifth Amendment dated April 22, 1983, filed May 9,1983, filed May 9,1983 as Document No. 613057, and further
amended by Amendment, Assignment, Assumption, Estoppel Consent and Release Agreement, dated July 5, 1985 and recorded November 26,
1985 as Document No. 693439, amended by Sixth Amendment, dated July 23, 1996 and recorded July 31, 1996 as Document No. 1233121, as
affected by that certain Amended and Restated Construction, Operation and Reciprocal Easement Agreement, by and among Glimcher
Northtown Venture, LLC, a Delaware limited liability company, GB NorthTown, LLC, a Delaware limited liability company and Home Depot
U.S.A., Inc., a Delaware corporation, dated March 21, 2006, and recorded August 23, 2006 as Document No. 1987024.008, all in the Office of the
Recorder in and for Anoka County, Minnesota.
PARCEL 5 - Easements:
Together with easements for access and public right of way, utility purposes and parking purposes as more fully described in Warranty Deeds
dated April 28,1983, filed May 9,1983 as Document No. 613059, as amended by Quit Claim Deed filed as Document No. 1001739, in the Office of
the Recorder in and for Anoka County, Minnesota.
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EXHIBIT B
SPECIFIC STATE PROVISIONS RIDER

(Minnesota)
With respect to the Property which is located in the State of Minnesota, notwithstanding anything contained herein to the contrary:
1. Drafting Information. This instrument was drafted by:
Patrick G. Moran, Esq.

Sonnenschein Nath & Rosenthal LLP
7800 Sears Tower
Chicago, IL 60606-6404
2. Secured Obligations. Subject to the limitation in Section 8 of this Rider, notwithstanding anything in this Mortgage to the
contrary, this Mortgage shall secure the following obligations:
(a) the debt evidenced by the Notes in the principal amount of Forty Million Dollars ($40,000,000);
(b) any and all other charges and amounts payable under the Notes, this Mortgage or the Loan Documents, as are
exempt from Minnesota mortgage registry tax (the “Registry Tax”) under Minn. Stat. § 287.05, Subd. 4;
(c) any and all charges, amounts and non-monetary obligations under the Notes, this Mortgage or the Loan
Documents, which are not otherwise subject to Registry Tax;
(d) any and all charges and amounts payable under the Notes, this Mortgage or the Loan Documents, not referred to in
clauses (a), (b) or (c) on which the Registry Tax has been paid; and
(e) interest from time to time payable on any or all of the foregoing.
3. Minnesota Remedies. If an Event of Default exists, Mortgagee may, at Mortgagee’s election, exercise any of the following
rights, remedies and recourses:
(a) Foreclosure and Sale. Foreclose this Mortgage by judicial proceedings or by advertisement with full authority to
sell the Property at public auction and convey the same to the purchaser in fee simple pursuant to a singular power of sale, either in one parcel
or separate lots and parcels, all in accordance with and in the manner prescribed by law, and out of the proceeds arising from sale and
foreclosure to retain the principal, prepayment fees, and interest due on the Notes, together with all sums of money as Mortgagee shall have
expended or advanced pursuant to this Mortgage or pursuant to statute, together with interest thereon as herein provided, and all costs and
expenses of such foreclosure, including lawful attorneys’ fees with the balance, if any, due to be paid to the person entitled thereto by law.
(b) Receiver. As a matter of right, without notice and without regard to the solvency or insolvency of Mortgagor, or
the existence of waste of the Property or adequacy of the security of the Property, and without giving bond, apply for the appointment of a
receiver in accordance with the statutes and law made and provided for who shall have all the rights, powers and remedies as provided by
such statute or law, including without limitation the rights of receiver pursuant to Minn. Stat. Section 576.01, as amended, and who shall from
the date of its appointment through any period of redemption existing at law collect the Rents, manage the Property so as to prevent waste,
execute leases within or beyond the period of receivership, pay all expenses for normal maintenance of the Property, and perform the terms of
this Mortgage and apply the Rents to the payment of the expenses enumerated in Minn. Stat. Section 576.01, Subd. 2 in the priority mentioned
therein and to all expenses for maintenance of the Property and to the costs and expenses of the receivership, including attorneys’ fees, to the
repayment of the Notes and as further provided in the Assignment of Rents executed by Mortgagor to Mortgagee whether contained in this
Mortgage or in a separate instrument. Mortgagor does hereby irrevocably consent to such appointment.
(c) UCC. Exercise all rights, remedies and recourse available to a secured party under the UCC (in addition to the rights
available to a Mortgagee of real property), including the right to proceed under the provisions of the UCC governing default as to any
collateral which may be included on the Property or which may be deemed non-realty in a foreclosure of this Mortgage or to proceed as to
such collateral in accordance with the procedures and remedies available pursuant to a foreclosure of real estate.
4. Acknowledgment of Waiver of Hearing Before Sale. Mortgagor understands and agrees that if an Event of Default shall
occur, Mortgagee has the right, inter alia, to foreclose this Mortgage by advertisement pursuant to Minn. Stat. Chapter 580, as hereafter
amended, or pursuant to any similar or replacement statute hereafter enacted; that if Mortgagee elects to foreclose by advertisement, it may
cause the Property or any part thereof to be sold at public auction; that notice of such sale must be published for six (6) successive weeks at
least once a week in a newspaper of general circulation, and that no personal notice is required to be served upon Mortgagor. Mortgagor
further understands that upon the occurrence of an Event of Default, Mortgagee may also elect its rights under the UCC and take possession
of the non-real estate items of the Property and dispose of the same by sale or otherwise in one or more parcels, provided that at least ten (10)
days’ prior notice of such disposition must be given, all as provided for by the UCC, as hereinafter amended or by any similar or replacement
statute hereafter enacted. Mortgagor further understands that under the Constitution of the United States and the Constitution of the State of
Minnesota it may have the right to notice and hearing before the Property may be sold and that the procedure for foreclosure by
advertisement described above does not insure that notice will be given to Mortgagor and neither said procedure for foreclosure by
advertisement nor the UCC requires any hearing or other judicial proceeding. MORTGAGOR HEREBY EXPRESSLY CONSENTS AND
AGREES THAT THE PROPERTY MAY BE FORECLOSED BY ADVERTISEMENT AND THAT THE PERSONAL PROPERTY MAY BE
DISPOSED OF PURSUANT TO THE UCC, ALL AS DESCRIBED ABOVE. MORTGAGOR ACKNOWLEDGES THAT IT IS REPRESENTED BY
LEGAL COUNSEL; THAT BEFORE SIGNING THIS DOCUMENT THIS SECTION AND MORTGAGOR’S CONSTITUTIONAL RIGHTS WERE
FULLY EXPLAINED BY SUCH COUNSEL AND THAT MORTGAGOR UNDERSTANDS THE NATURE AND EXTENT OF THE RIGHTS
WAIVED HEREBY AND THE EFFECT OF SUCH WAIVER.
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5. Leases and Rents. (a) Mortgagee’s rights under this subsection are governed by Minn. Stat. § 559. Upon the occurrence of
any Event of Default, Mortgagor’s revocable license to collect the Rents set forth in Section 2.2 shall immediately cease and terminate. Upon
or at any time during the continuance of an Event of Default, including but not limited to failure of the Mortgagor to pay any of the items set
forth in subparagraphs 5(c)(i)-(v) below, or if any material representation or warranty herein proves to be untrue, then the Mortgagee, without
regard to waste, adequacy of the security or solvency of the Mortgagor, may declare all obligations immediately due and payable and may, at
its option, without notice:
(i) Apply for appointment of a receiver in accordance with the statutes and law made and provided for, which
receivership Mortgagor hereby consents to, who shall collect the Rents; enforce the payment thereof and exercise all of the rights of the
Mortgagor under the Leases and all of the rights of the Mortgagee hereunder; and may enter upon, take possession of, manage and operate
the Property so to prevent waste; execute Leases within or beyond the period of receivership, or any part thereof; may cancel, enforce or
modify the leases, and fix or modify Rents, and do any acts which the Mortgagee deems proper to protect the security hereof; perform the
terms of this Mortgage and apply the Rents as hereinafter provided.
(b) The exercise of any of the foregoing rights or remedies and the application of the Rents pursuant to this
Rider, shall not cure or waive any Event of Default (or notice of default) or invalidate any act done pursuant to such notice nor in any way
operate to prevent the Mortgagee from pursuing any remedy which now or hereafter it may have under the terms and conditions of the
Mortgage or the Notes secured thereby or any other instruments securing the same. The rights and powers of the Mortgagee hereunder shall
remain in full force and effect both prior to and after any foreclosure of the Mortgage and any sale pursuant thereto and until expiration of the
period of redemption from said sale, regardless of whether a deficiency remains from said sale. The purchaser at any foreclosure sale,
including the Mortgagee, shall have the right, at any time and without limitation as provided in Minn. Stat. Section 582.03, to advance money
to any receiver appointed hereunder to pay any part or all of the items which the receiver would otherwise be authorized to pay if cash were
available from the Property and the sum so advanced, with interest at the rate then in effect under the terms of the Notes, shall be a part of the
sum required to be paid to redeem from any foreclosure sale. The rights under this Paragraph 5(b) shall in no way be dependent upon and
shall apply without regard to whether the Property is in danger of being lost, materially injured or damaged or whether the Property is adequate
to discharge the Notes.
(c) Notwithstanding anything in this Mortgage or the other Loan Documents to the contrary, and specifically replacing
contrary provisions in this Mortgage, all Rents collected by Mortgagee or the receiver each month following the occurrence and continuance
of an Event of Default shall be applied as follows:
(i) to payment of all reasonable fees of the receiver approved by the court;
(ii) to payment of all tenant security deposits then owing to tenants under any of the Leases pursuant to the
provisions of Minn. Stat. § 504B.178;
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(iii) to payment of all prior or current real estate taxes and special assessments with respect to the Property, or
if this Mortgage or any other instrument relating to the obligations requires periodic escrow payments for such taxes and assessments, to the
escrow payments then due;
(iv) to payment of all premiums then due for the insurance required with respect to the Property, or if this
Mortgage or any other instrument relating to the obligations requires periodic escrow payments for such premiums, to the escrow payments
then due;
(v) to payment of expenses incurred for normal maintenance of the Property;
(vi) if received prior to any foreclosure sale of the Property pursuant to this Mortgage, to Mortgagee for
payment of the indebtedness secured hereby, but no such payment made after acceleration of the indebtedness secured hereby shall affect
such acceleration; and
(vii) if the Property shall be foreclosed and sold pursuant to a foreclosure sale, then:
(A) If the Mortgagee is the purchaser at the foreclosure sale, the Rents shall be paid to the
Mortgagee to be applied to the extent of any deficiency remaining after the sale, the balance to be retained by the Mortgagee, and if the
Property be redeemed by the Mortgagor or any other party entitled to redeem, to be applied as a credit against the redemption price with any
remaining excess Rents to be paid to the Mortgagor, provided, if the Property not be redeemed, any remaining excess Rents to belong to the
Mortgagee, whether or not a deficiency exists; and
(B) If the Mortgagee is not the purchaser at the foreclosure sale, the Rents shall be paid to the
Mortgagee to be applied first, to the extent of any deficiency remaining after the sale, the balance to be retained by the purchaser, and if the
Property be redeemed by the Mortgagor or any other party entitled to redeem, to be applied as a credit against the redemption price with any
remaining excess Rents to be paid to the Mortgagor, provided, if the Property not be redeemed any remaining excess Rents shall be paid first,
to the purchaser at the foreclosure sale in an amount equal to the interest accrued upon the sale price pursuant to Minn. Stat. Section 580.23 or
Section 581.10, then to the Mortgagee to the extent of any deficiency remaining unpaid and the remainder to the purchaser.
The rights and powers of Mortgagee and receivers under this Mortgage and the application of Rents under this Rider shall continue
until expiration of the redemption period from any foreclosure sale, whether or not any deficiency remains after a foreclosure sale.
6. Non-Agricultural Use. Mortgagor represents and warrants that as of the date of this Mortgage the Property is not in
agricultural use as defined in Minn. Stat. § 40A.02, Subd. 3 and is not used for agricultural purposes.
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7. Maturity Date. The latest obligation secured by this Mortgage matures on October 22, 2011, subject to extension at
Mortgagor’s election for one year to October 22, 2012 (the “Maturity Date”).
8. Future Advances. To the extent that this Mortgage is deemed to secure future advances including, but not limited to, interest
accrued at the Default Rate (as defined in the Term Loan Agreement), the amount of such advances is not currently known. The delivery and
acceptance of this Mortgage by Mortgagor and Mortgagee, however, constitutes an acknowledgment that Mortgagor and Mortgagee are
aware of the provisions of Minn. Stat. § 287.05, Subd. 5, and intend to comply with the requirements contained therein. The maximum principal
amount of indebtedness secured by this Mortgage at any one time, excluding any amounts constituting an “indeterminate amount” under
Minn. Stat. § 287.05, Subd. 5, and excluding advances made by the Mortgagee in protection of the Property or the lien of this Mortgage, shall
be $44,500,000, of which $40,000,000 secures the indebtedness of the Notes, and of which $4,500,000 secures the obligations of Mortgagor to
Mortgagee under all Rate Management Transactions. The representations contained in this Rider are made solely for the benefit of county
recording authorities in determining the mortgage registry tax payable as a prerequisite to the recording of this Mortgage. Mortgagor
acknowledges that such representations do not constitute or imply an agreement by Mortgagee to make any future advances to Mortgagor.
9. Mortgage Registry Tax. Mortgagor covenants and agrees to pay any mortgage registry tax or additional mortgage registry
tax payable for this Mortgage pursuant to Minn. Stat. Ch. 287.05.
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10. Fixture Financing Statement. This Mortgage shall be deemed to be a fixture financing statement within the meaning of the
Minnesota Uniform Commercial Code and for such purpose, the following information is given:
(a) Glimcher Mortgagor:
a. Name and address of Debtor: Glimcher Northtown Venture, LLC

b. Type of organization: Limited Liability Company
c. Jurisdiction of organization: Delaware
d. Organization ID No.: _______________________
e. Name and address of Secured Party: KeyBank National Association
127 Public Square
f. Description of the types (or items) of property covered by See Granting Clauses on pages 2 - 4 above
this Financing Statement:
g. Description of real estate to which the collateral is attached See Exhibit A hereto
or upon which it is or will be located:
h. Record owner of real estate to which the collateral is Mortgagor
attached or upon which it is or will be located:
Some of the above-described collateral is or is to become fixtures upon the above-described real estate and this Financing Statement is to be
filed for record in the public real estate records.
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(b) GB Mortgagor:
a. Name and address of Debtor: GB Northtown, LLC

b. Type of organization: Limited Liability Company
c. Jurisdiction of organization: Delaware
d. Organization ID No.: __________________________
e. Name and address of Secured Party: KeyBank National Association
127 Public Square
f. Description of the types (or items) of property covered by See Granting Clauses on pages 2 - 4 above
this Financing Statement:
g. Description of real estate to which the collateral is attached See Exhibit A hereto
or upon which it is or will be located:
h. Record owner of real estate to which the collateral is Mortgagor
attached or upon which it is or will be located:
Some of the above-described collateral is or is to become fixtures upon the above-described real estate and this Financing Statement is to be
filed for record in the public real estate records.
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Exhibit 10.109
LIMITED PAYMENT GUARANTY
This Limited Payment Guaranty is made as of October 22, 2008 by Glimcher Properties Limited Partnership, a Delaware limited
partnership (“Guarantor”) to and for the benefit of KeyBank National Association, individually (“KeyBank”) and as administrative agent
(“Administrative Agent”) for itself and the lenders under the Loan Agreement (as defined below) and their respective successors and assigns
(collectively, the “Lenders”).
RECITALS
A. Glimcher Northtown Venture LLC, a limited liability company organized under the laws of the State of Delaware (“Glimcher
collectively with Glimcher Borrower, the “Borrower”) and Guarantor have requested that the Lenders make a single disbursement term loan
available to Borrower in an aggregate principal amount of $40,000,000 (the “Loan”).
B. The Lenders have agreed to make the Loan available to Borrower pursuant to the terms and conditions set forth in a Term
Loan Agreement of even date herewith among Borrower, Guarantor, KeyBank, individually, and as Administrative Agent, and the Lenders
named therein (as amended, modified or restated from time to time, the “Loan Agreement”). All capitalized terms used herein and not
otherwise defined shall have the meanings ascribed to such terms in the Loan Agreement.
C. Borrower has executed and delivered or will execute and deliver to the Lenders promissory notes in the principal amount of
each Lender’s Commitment as evidence of Borrower’s indebtedness to each such Lender with respect to the Loan (the promissory notes
described above, together with any amendments or allonges thereto, or restatements, replacements or renewals thereof, and/or new
promissory notes to new Lenders under the Loan Agreement, are collectively referred to herein as the “Notes”).
D. Guarantor is the sole member of both Glimcher Borrower and GB Borrower. Guarantor acknowledges that the extension of
credit by the Lenders to Borrower pursuant to the Loan Agreement will benefit Guarantor by enhancing the financial strength of the
Borrower. The execution and delivery of this Guaranty by Guarantor is a condition precedent to the performance by the Lenders of their
obligations under the Loan Agreement.
AGREEMENTS
NOW, THEREFORE, Guarantor, in consideration of the matters described in the foregoing Recitals, which Recitals are incorporated
herein and made a part hereof, and for other good and valuable consideration, hereby agrees as follows:
1. Guarantor absolutely, unconditionally, and irrevocably guaranties to each of the Lenders:
(a) the full and prompt payment of the principal of and interest on the Notes when due, whether at stated maturity,
upon acceleration or otherwise, and at all times thereafter, and the prompt payment of all sums which may now be or may hereafter
become due and owing under the Notes, the Loan Agreement, and the other Loan Documents; and
(b) the payment of all Enforcement Costs (as hereinafter defined in Paragraph 7 hereof)
All amounts due, debts, liabilities, and payment obligations described in subparagraph (a) of this Paragraph 1 are referred to herein as the
“Loan Indebtedness.”
Notwithstanding the foregoing, unless a Guaranty Limitation Suspension Event (as defined below) has occurred and is continuing as
of the date of delivery of any written demand given under Paragraph 2 below by Administrative Agent to Guarantor for payment of the
outstanding principal balance under the Notes, Guarantor’s aggregate liability hereunder with respect to the then-outstanding principal
balance under of the Notes shall in no event exceed Twenty Million Dollars ($20,000,000) (the “Maximum Principal Guaranteed Amount”). If
such a Guaranty Limitation Suspension Event does then exist, there shall be no limitation on the amount of Guarantor’s liability under this
Guaranty. Guarantor expressly acknowledges and agrees that the limitation of Guarantor’s liability to the Maximum Principal Guaranteed
Amount applies only to the principal balance of the Notes and shall not apply to interest, fees or any other non-principal amounts which
comprise the Loan Indebtedness or to the Enforcement Costs, liability for which shall not be limited hereunder. The term “Guaranty Limitation
Suspension Event” as used herein shall mean, as of any date of determination, that (i) (A) Herberger’s shall have failed to be in occupancy of,
and open for business in, its premises at the Collateral Asset on December 31, 2008 or shall have ceased at any time thereafter to be both in
occupancy of, and open for business in, such premises and not more than thirty-one (31) days delinquent in paying rent due under its lease of
such premises or (B) any two of Home Depot, LA Fitness, Best Buy and Burlington Coat Factory shall have ceased at any time after the date
hereof to be both in occupancy of, and open for business in, their premises at the Collateral Asset and not more than thirty-one (31) days
delinquent in paying rent due under their leases of such premises and (ii) Borrower has failed by such date of determination to either (A) enter
into a lease or leases with a replacement tenant or tenants acceptable in all respects to the Administrative Agent, in its reasonable discretion,
or (B) cause the Administrative Agent to have received and approved an Appraisal establishing an updated Appraised Value for the Collateral
Asset reflecting the loss of such tenant or tenants and repay a sufficient amount of the Outstanding Loan Amount to achieve a Collateral
Asset LTV of sixty percent (60%) or less, using such updated Appraised Value. In no event shall the Maximum Principal Guaranteed Amount
be reduced below the amount stated above as a result of: (i) any principal payments made by Borrower under the Loan, including without
limitation any optional prepayments under Section 2.6(a) of the Loan Agreement or mandatory prepayments under Section 2.6(b) of the Loan
Agreement; (ii) Administrative Agent’s foreclosure or acceptance of a deed in lieu of foreclosure with respect to any collateral securing the
Indebtedness; or (iii) the payment to Administrative Agent by Guarantor of any amount pursuant to a Non-Recourse Exception Guaranty
Agreement or an Account Security Pledge, Assignment and Control Agreement of even date herewith made by Guarantor, in favor of
Administrative Agent, or that certain Environmental Indemnity Agreement of even date herewith made by Guarantor and Borrower in favor of
Administrative Agent. Administrative Agent’s and Lenders’ agreement to the foregoing limitation on Guarantor’s liability shall in no way be
deemed to limit or restrict Administrative Agent’s right to apply any sums paid by Guarantor to any portion of the Obligations of Borrower
with respect to the Loan.
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2. In the event of any default by Borrower from time to time in making payment of the Loan Indebtedness beyond the expiration
of any applicable grace period provided for in the Loan Agreement, Guarantor agrees, within thirty (30) days after written demand by the
Administrative Agent to pay the Loan Indebtedness, subject to the limitations set forth in Paragraph 1, as may then be or thereafter become
due and owing or to be performed under the terms of the Notes, the Loan Agreement, and the other Loan Documents.
3. Guarantor does hereby waive (i) notice of acceptance of this Guaranty by the Administrative Agent and the Lenders and any
and all notices and demands of every kind which may be required to be given by any statute, rule or law, (ii) any defense, right of set-off or
other claim which Guarantor may have against Borrower or which Guarantor or Borrower may have against the Administrative Agent or the
Lenders or the holder of a Note, (iii) presentment for payment, demand for payment (other than as provided for in Paragraph 2 above), notice of
nonpayment (other than as provided for in Paragraph 2 above) or dishonor, protest and notice of protest, diligence in collection and any and
all formalities which otherwise might be legally required to charge Guarantor with liability, (iv) any failure by the Administrative Agent and the
Lenders to inform Guarantor of any facts the Administrative Agent and the Lenders may now or hereafter know about Borrower, the Loan, or
the transactions contemplated by the Loan Agreement, it being understood and agreed that the Administrative Agent and the Lenders have
no duty so to inform and that Guarantor is fully responsible for being and remaining informed by Borrower of all circumstances bearing on the
existence or creation, or the risk of nonpayment of the Loan Indebtedness, and (v) any and all right to cause a marshalling of assets of
Borrower or any other action by any court or governmental body with respect thereto, or to cause the Administrative Agent and the Lenders
to proceed against any other security given to a Lender in connection with the Loan Indebtedness. Credit may be granted or continued from
time to time by the Lenders to Borrower without notice to or authorization from Guarantor, regardless of the financial or other condition of
Borrower at the time of any such grant or continuation. The Administrative Agent and the Lenders shall have no obligation to disclose or
discuss with Guarantor the Lenders’ assessment of the financial condition of Borrower. Guarantor acknowledges that no representations of
any kind whatsoever have been made by the Administrative Agent and the Lenders to Guarantor. No modification or waiver of any of the
provisions of this Guaranty shall be binding upon the Administrative Agent and the Lenders except as expressly set forth in a writing duly
signed and delivered on behalf of the Administrative Agent and the Lenders.
4. Guarantor further agrees that Guarantor’s liability as guarantor shall in no way be impaired by any renewals or extensions
which may be made from time to time, with or without the knowledge or consent of Guarantor of the time for payment of interest or principal
under a Note or by any forbearance or delay in collecting interest or principal under a Note, or by any waiver by the Administrative Agent and
the Lenders under the Loan Agreement, or any other Loan Documents, or by the Administrative Agent or the Lenders’ failure or election not
to pursue any other remedies they may have against Borrower, or by any change or modification in a Note, the Loan Agreement, or any other
Loan Documents, or by the acceptance by the Administrative Agent or the Lenders of any security or any increase, substitution or change
therein, or by the release by the Administrative Agent and the Lenders of any security or any withdrawal thereof or decrease therein, or by the
application of payments received from any source to the payment of any obligation other than the Loan Indebtedness, even though a Lender
might lawfully have elected to apply such payments to any part or all of the Loan Indebtedness, it being the intent hereof that Guarantor shall
remain liable as principal for payment of the Loan Indebtedness until all indebtedness has been paid in full, notwithstanding any act or thing
which might otherwise operate as a legal or equitable discharge of a surety. Guarantor further understands and agrees that the Administrative
Agent and the Lenders may at any time enter into agreements with Borrower to amend and modify a Note, the Loan Agreement or any of the
other Loan Documents, or any thereof, and may waive or release any provision or provisions of a Note, the Loan Agreement, or any other
Loan Document and, with reference to such instruments, may make and enter into any such agreement or agreements as the Administrative
Agent, the Lenders and Borrower may deem proper and desirable, without in any manner impairing this Guaranty or any of the Administrative
Agent and the Lenders’ rights hereunder or any of Guarantor’s obligations hereunder.
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5. This is an absolute, unconditional, complete, present and continuing guaranty of payment and not of collection. Guarantor
agrees that its obligations hereunder shall be joint and several with any and all other guarantees given in connection with the Loan from time
to time. Guarantor agrees that this Guaranty may be enforced by the Administrative Agent and the Lenders without the necessity at any time
of resorting to or exhausting any security or collateral, if any, given in connection herewith or with a Note, the Loan Agreement, or any of the
other Loan Documents or by or resorting to any other guaranties, and Guarantor hereby waives the right to require the Administrative Agent
and the Lenders to join Borrower in any action brought hereunder or to commence any action against or obtain any judgment against
Borrower or to pursue any other remedy or enforce any other right. Guarantor further agrees that nothing contained herein or otherwise shall
prevent the Administrative Agent and the Lenders from pursuing concurrently or successively all rights and remedies available to them at law
and/or in equity or under a Note, the Loan Agreement or any other Loan Documents, and the exercise of any of their rights or the completion
of any of their remedies shall not constitute a discharge of any of Guarantor’s obligations hereunder, it being the purpose and intent of
Guarantor that the obligations of Guarantor hereunder shall be primary, absolute, independent and unconditional under any and all
circumstances whatsoever. Neither Guarantor’s obligations under this Guaranty nor any remedy for the enforcement thereof shall be impaired,
modified, changed or released in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of
Borrower under a Note, the Loan Agreement or any other Loan Document or by reason of Borrower’s bankruptcy or by reason of any creditor
or bankruptcy proceeding instituted by or against Borrower. This Guaranty shall continue to be effective and be deemed to have continued in
existence or be reinstated (as the case may be) if at any time payment of all or any part of any sum payable pursuant to a Note, the Loan
Agreement or any other Loan Document is rescinded or otherwise required to be returned by the payee upon the insolvency, bankruptcy,
or reorganization of the payor, all as though such payment to such Lender had not been made, regardless of whether such Lender contested
the order requiring the return of such payment. The obligations of Guarantor pursuant to the preceding sentence shall survive any
termination, cancellation, or release of this Guaranty.
6. This Guaranty shall be assignable by a Lender to any assignee of all or a portion of such Lender’s rights under the Loan
Documents.
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7. If: (i) this Guaranty, a Note, or any of the Loan Documents are placed in the hands of an attorney for collection or is collected
through any legal proceeding; (ii) an attorney is retained to represent the Administrative Agent or any Lender in any bankruptcy,
reorganization, receivership, or other proceedings affecting creditors’ rights and involving a claim under this Guaranty, a Note, the Loan
Agreement, or any other Loan Document; (iii) an attorney is retained to enforce any of the other Loan Documents or to provide advice or other
representation with respect to the Loan Documents in connection with an enforcement action or potential enforcement action; or (iv) an
attorney is retained to represent the Administrative Agent or any Lender in any other legal proceedings whatsoever in connection with this
Guaranty, a Note, the Loan Agreement, any of the Loan Documents, or any property securing the Obligations arising under the Notes, the
Loan Agreement and the other Loan Documents (other than any action or proceeding brought by any Lender or participant against the
Administrative Agent alleging a breach by the Administrative Agent of its duties under the Loan Documents), then Guarantor shall pay to the
Administrative Agent or such Lender within thirty (30) days after written demand all reasonable attorney’s fees, costs and expenses,
including, without limitation, court costs, filing fees and all other costs and expenses incurred in connection therewith (all of which are referred
to herein as “Enforcement Costs”), in addition to all other amounts due hereunder.
8. The parties hereto intend that each provision in this Guaranty comports with all applicable local, state and federal laws and
judicial decisions. However, if any provision or provisions, or if any portion of any provision or provisions, in this Guaranty is found by a
court of law to be in violation of any applicable local, state or federal ordinance, statute, law, administrative or judicial decision, or public
policy, and if such court should declare such portion, provision or provisions of this Guaranty to be illegal, invalid, unlawful, void or
unenforceable as written, then it is the intent of all parties hereto that such portion, provision or provisions shall be given force to the fullest
possible extent that they are legal, valid and enforceable, that the remainder of this Guaranty shall be construed as if such illegal, invalid,
unlawful, void or unenforceable portion, provision or provisions were not contained therein, and that the rights, obligations and interest of the
Administrative Agent and the Lender or the holder of a Note under the remainder of this Guaranty shall continue in full force and effect.
9. Any indebtedness of Borrower to Guarantor now or hereafter existing is hereby subordinated to the Loan Indebtedness.
Guarantor will not seek, accept, or retain for Guarantor’s own account, any payment from Borrower on account of such subordinated debt at
any time when a Default or Unmatured Default exists under the Loan Agreement or the Loan Documents, and any such payments to Guarantor
made while any Default or Unmatured Default then exists under the Loan Agreement or the Loan Documents on account of such subordinated
debt shall be collected and received by Guarantor in trust for the Lenders and shall be paid over to the Administrative Agent on behalf of the
Lenders on account of the Loan Indebtedness without impairing or releasing the obligations of Guarantor hereunder.
10. Guarantor hereby subordinates to the Loan Indebtedness any and all claims and rights, including, without limitation,
subrogation rights, contribution rights, reimbursement rights and set-off rights, which Guarantor may have against Borrower arising from a
payment made by Guarantor under this Guaranty and agree that, until the entire Loan Indebtedness is paid in full, not to assert or take
advantage of any subrogation rights of Guarantor or the Lenders or any right of Guarantor or the Lenders to proceed against (i) Borrower for
reimbursement, or (ii) any other guarantor or any collateral security or guaranty or right of offset held by the Lenders for the payment of the
Loan Indebtedness, nor shall Guarantor seek or be entitled to seek any contribution or reimbursement from Borrower or any other guarantor in
respect of payments made by Guarantor hereunder. It is expressly understood that the agreements of Guarantor set forth above constitute
additional and cumulative benefits given to the Lenders for their security and as an inducement for their extension of credit to Borrower.
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11. Any amounts received by a Lender from any source on account of any indebtedness may be applied by such Lender toward
the payment of such indebtedness, and in such order of application, as a Lender may from time to time elect.
12. Guarantor hereby submits to personal jurisdiction in the State of Ohio for the enforcement of this Guaranty and waives any
and all personal rights to object to such jurisdiction for the purposes of litigation to enforce this Guaranty. Guarantor hereby consents to the
jurisdiction of the state and federal courts having jurisdiction in the State of Ohio in any action, suit, or proceeding which the Administrative
Agent or a Lender may at any time wish to file in connection with this Guaranty or any related matter. Guarantor hereby agrees that an action,
suit, or proceeding to enforce this Guaranty may be brought in any state or federal court having jurisdiction in the State of Ohio and hereby
waives any objection which Guarantor may have to the laying of the venue of any such action, suit, or proceeding in any such court;
provided, however, that the provisions of this Paragraph shall not be deemed to preclude the Administrative Agent or a Lender from filing any
such action, suit, or proceeding in any other appropriate forum.
13. 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 or at such other address 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 facsimile, shall be deemed given when transmitted. Notice may be given as follows:
To Guarantor:
Glimcher Properties Limited Partnership

Columbus, OH 43215
Telephone: 614-887-5623
Facsimile: 614-621-8863
To KeyBank as Administrative Agent and as a Lender:

127 Public Square
Cleveland, OH 44114
Attention: Kevin P. Murray, Real Estate Capital
Phone: 216-689-4660
Facsimile: 216-689-4997
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With a copy to:
Sonnenschein Nath & Rosenthal LLP

7800 Sears Tower
Chicago, IL 60606
Attention: Patrick G. Moran
Telephone: (312) 876-8132
Facsimile: (312) 876-7934
If to any other Lender, to its address set forth in the Loan Agreement.
14. This Guaranty shall be binding upon Guarantor, and Guarantor’s permitted successors or assigns, and shall inure to the
benefit of the Administrative Agent and the Lenders’ successors and assigns.
15. This Guaranty shall be construed and enforced under the internal laws of the State of Ohio.
16. GUARANTOR, THE ADMINISTRATIVE AGENT AND THE LENDERS, BY THEIR 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 GUARANTY OR ANY OTHER LOAN DOCUMENT OR RELATING THERETO OR ARISING FROM THE LENDING
RELATIONSHIP WHICH IS THE SUBJECT OF THIS GUARANTY AND AGREE THAT ANY SUCH ACTION OR PROCEEDING SHALL
BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.
[Signatures on next page.]
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IN WITNESS WHEREOF, Guarantor has executed and delivered this Guaranty as of the date first written above.
GLIMCHER PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership
By: Glimcher Properties Corporation,

a Delaware corporation, its sole
general partner
By: ________________________________
Name: Mark E. Yale
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Exhibit 10.110
PROMISSORY NOTE
October 22, 2008
collectively with Glimcher Borrower, the “Borrower”) hereby promise to pay to the order of HUNTINGTON NATIONAL BANK, a national
banking 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.
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.
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a Delaware limitedpartnership, its sole member

By: ______________________

Phone: 614-621-9000
Facsimile: 614-621-8863
GB NORTHTOWN, LLC,


By: _______________________

Phone: 614-621-9000
Facsimile: 614-621-8863
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TO
Maturity
-4-
Exhibit 10.111
PROMISSORY NOTE
October 22, 2008
collectively with Glimcher Borrower, the “Borrower”) hereby promise to pay to the order of U.S. BANK 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.
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 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.
-2-



By: ___________________________

Phone: 614-621-9000
Facsimile: 614-621-8863
GB NORTHTOWN, LLC,


By: ___________________________

Phone: 614-621-9000
Facsimile: 614-621-8863
-3-
TO
Maturity
-4-
Exhibit 21.1
Glimcher Realty Trust (“GRT”) has the following subsidiaries and interests:
1. Glimcher Properties Corporation, a Delaware corporation (100% shareholder);

2. Glimcher Properties, LP, a Delaware limited partnership (approximately 91% limited partnership interest);
3. Glimcher Johnson City, Inc., a Delaware corporation (100% shareholder);
4. Glimcher Dayton Mall, Inc., a Delaware corporation (100% shareholder);
5. Glimcher Colonial Park Mall, Inc., a Delaware corporation (100% shareholder):
6. Glimcher Tampa, Inc., a Delaware corporation (100% shareholder);
7. Glimcher Auburn, Inc., a Delaware corporation (100% shareholder);
8. Glimcher Weberstown, Inc., a Delaware corporation (100% shareholder);
9. Glimcher Montgomery, Inc., a Delaware corporation (100% shareholder);
10. Glimcher Mount Vernon, Inc., a Delaware corporation (100% shareholder);
11. Glimcher PTC, Inc., a Delaware corporation (100% shareholder);
12. Glimcher Eastland, Inc., a Delaware corporation (100% shareholder);
13. Glimcher Loyal Plaza, Inc., a Delaware corporation (100% shareholder); and
14. Glimcher Loyal Plaza Tenant, Inc., a Delaware corporation (100% shareholder).
Glimcher Properties Corporation has the following subsidiaries:
1. Glimcher Grand Central, Inc., a Delaware corporation (100% shareholder);

2. Glimcher Morgantown Mall, Inc, a Delaware corporation (100% shareholder); and
3. San Mall Corporation, a Delaware corporation (100% shareholder).
Glimcher Properties Limited Partnership has the following interests:
1. Grand Central, LP, a Delaware limited partnership (99% limited partnership interest);
2. Glimcher University Mall, LP, a Delaware limited partnership (99% limited partnership interest);
3. Morgantown Mall Associates, LP, an Ohio limited partnership (99% limited partnership interest);
4. Johnson City Venture, LLC, a Delaware limited liability company (99% member interest);
5. Dayton Mall Venture, LLC, a Delaware limited liability company (99% member interest);
6. Colonial Park Mall, LP, a Delaware limited partnership (99.5% limited partnership interest);
7. Catalina Partners, LP, a Delaware limited partnership (99% limited partnership interest owned by Colonial Park Mall, LP and Colonial
Park Mall, LP, is the sole general partner owning the remaining 1%);
8. Glimcher Development Corporation, a Delaware corporation (100% shareholder);
9. Weberstown Mall, LLC, a Delaware limited liability company (99% member interest);
10. Glimcher Northtown Venture, LLC, a Delaware limited liability company (99% member interest);
11. Montgomery Mall Associates, LP, a Delaware limited partnership (99% limited partnership interest;
12. Glimcher SuperMall Venture, LLC, a Delaware limited liability company (99% member interest);
13. San Mall, LP, a Delaware limited partnership (99.5% limited partnership interest);
14. Polaris Center, LLC, a Delaware limited liability company (99% member interest);
15. JG Elizabeth, LLC, a Delaware limited liability company (100% member interest);
16. Charlotte Eastland Mall, LLC, a Delaware limited liability company (99% member interest);
17. Polaris Mall, LLC, a Delaware limited liability company (100% member interest);
18. PFP Columbus, LLC, a Delaware limited liability company (100% member interest owned by Polaris Mall LLC);
19. Great Plains MetroMall, LLC, a Colorado limited liability company (100% member interest);
20. Mount Vernon Venture, LLC, a Delaware limited liability company (99% member interest);
21. Loyal Plaza Venture, LP, a Delaware limited partnership (99% limited partnership interest);
22. Glimcher Loyal Plaza Tenant, LP, a Delaware limited partnership (99% limited partnership interest);
23. Jersey Gardens Center, LLC, a Delaware limited liability company (100% member interest);
24. GM Mezz, LLC, a Delaware limited liability company (100% member interest owned by Great Plains MetroMall, LLC);
25. RVM Glimcher, LLC, a Delaware limited liability company (100% member interest);
26. Southside Mall, LLC, a Delaware limited liability company (100% member interest);
27. Glimcher Ashland Venture, LLC, a Delaware limited liability company (100% member interest);
28. GM Olathe, LLC, a Delaware limited liability company (100% member interest owned by GM Mezz, LLC);
29. Fairfield Village, LLC, a Delaware limited liability company (100% member interest);
30. Glimcher JG Urban Renewal, Inc., a New Jersey corporation (100% shareholder);
31. N.J. Metromall Urban Renewal, Inc., a New Jersey corporation (100% shareholder);
32. LC Portland, LLC, a Delaware limited liability company (100% member interest);
33. GB Northtown, LLC, a Delaware limited liability company (100% member interest);
34. Glimcher WestShore, LLC, a Delaware limited liability company (100% member interest);
35. MFC Beavercreek, LLC, a Delaware limited liability company (100% member interest);
36. EM Columbus, LLC, a Delaware limited liability company (100% member interest);
37. Mainstreet Maintenance, LLC, an Ohio limited liability company (100% member interest);
38. Ohio Retail Security, LLC, an Ohio limited liability company (100% member interest);
39. Wilora Lake Properties, LLC, a Delaware limited liability company (100% member interest);
40. Glimcher Polaris, LLC, a Delaware limited liability company (100% member interest);
41. OG Retail Holding Co., LLC, a Delaware limited liability company (52% member interest-unconsolidated joint venture subsidiary);
42. Puente Hills Mall REIT, LLC, a Delaware limited liability company (100% Class A membership interests held by OG Retail Holding Co.,
LLC);
43. Puente Hills Mall, LLC, a Delaware limited liability company (100% member interest held by Puente Hills Mall REIT, LLC);
44. Tulsa Promenade, LLC, a Delaware limited liability company (100% member interest held by Tulsa Promenade REIT, LLC);
45. Tulsa Promenade REIT, LLC, a Delaware liability company (100% Class A membership interests held by OG Retail Holding Co., LLC);
46. GPLP Surprise Venture, LLC, a Delaware liability company (100% member interest)
47. Surprise Peripheral Venture, LLC, an Arizona limited liability company (50% member interest held by GPLP Surprise Venture, LLC);
48. WTM Glimcher, LLC, a Delaware liability company (100% member interest held by Weberstown Mall, LLC);
49. Glimcher Surprise, LLC, a Delaware liability company (100% membership interest);
50. Polaris Lifestyle Center, LLC, a Delaware liability company (100% member interest);
51. Glimcher Kierland Crossing, LLC, a Delaware liability company (100% member interest);
52. Kierland Crossing, LLC, a Delaware liability company (50% member interest held by Glimcher Kierland Crossing, LLC);
53. EM Columbus II, LLC, a Delaware limited liability company (100% member interest); and
54. RV Boulevard Holdings, LLC, a Delaware limited liability company (100% member interest).;
55. EM Columbus III, LLC, a Delaware limited liability company (100% member interest);
56. Glimcher Merritt Square, LLC, a Delaware limited liability company (100% member);
57. Glimcher MS, LLC, a Delaware limited liability company (100% member);
58. Glimcher Vero, LLC, a Delaware limited liability company (100% member);
59. Vero Beach Fountains, LLC, a Delaware limited liability company (50% member interest held by Glimcher Vero, LLC); and
60. Glimcher Kierland Crossing II, LLC, a Delaware limited liability company (100% member).
Glimcher Development Corporation has the following subsidiaries and interests:
1. Ohio Entertainment Corporation, a Delaware corporation (100% shareholder);

2. Trans State Development, Inc., a Delaware corporation (100% shareholder);
3. Trans State Development, LLC, a Delaware limited liability company (99% member interest);
4. Mason Park Center, Inc., a Delaware corporation (100% shareholder);
5. Mason Park Center, LLC, a Delaware limited liability company (99% member interest):
6. GDC Retail, Inc., a Delaware corporation (100% shareholder);
7. GDC Retail, LLC, a Delaware limited liability company (99% member interest);
8. SR 741, Inc., a Delaware corporation (100% shareholder);
9. SR 741, LLC, a Delaware limited liability company (99% member interest);
10. California Retail Security, Inc., an Ohio corporation (100% shareholder); and
11. Blue Forum Jet, LLC, a Delaware limited liability company (100% member interest).
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm

Columbus, Ohio
We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-87538, 333-153257, 33-90730, 33-
91084, 333-43317, 333-155720, 333-61339 and 333-115068), Form S-11 (No. 33-69740) and Form S-8 (Nos. 33-94542, 333-10221, 333-84537, 333-
123557 and 333-143237) of Glimcher Realty Trust of our reports dated February 20, 2009 relating to the consolidated financial statements and
financial statement schedule, and the effectiveness of Glimcher Realty Trust’s internal control over financial reporting, which appears in this
Form 10-K.
Chicago, Illinois
February 20, 2009
EXHIBIT 31.1
CERTIFICATIONS
I, Michael P. Glimcher, certify that:
1. I have reviewed this annual report on Form 10-K of Glimcher Realty Trust;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the
period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such
evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent
functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
Date: February 24, 2009
/s/ Michael P. Glimcher

Michael P. Glimcher
Chairman and Chief Executive Officer
EXHIBIT 31.2
CERTIFICATIONS
I, Mark E. Yale, certify that:
1. I have reviewed this annual report on Form 10-K of Glimcher Realty Trust;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the
period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such
evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent
functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
Date: February 24, 2009
/s/ Mark E. Yale

Mark E. Yale
Executive Vice President, Chief Financial Officer
and Treasurer
Exhibit 32.1
Certification Pursuant to
18 U.S.C. Section 1350,
As Adopted Pursuant To
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the accompanying Form 10-K of Glimcher Realty Trust (the “Company”) for the period ended December 31, 2008,
as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael P. Glimcher, President, Chief Executive
Officer and Trustee of the Company (Principal Executive Officer), certify, to the best of my knowledge, pursuant to 18 U.S.C. §1350, as adopted
pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations
of the Company.
Date: February 24, 2009 /s/ Michael P. Glimcher

Michael P. Glimcher
Chairman and Chief Executive Officer
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise
adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been
provided to Glimcher Realty Trust and will be retained by Glimcher Realty Trust and furnished to the Securities and Exchange Commission or
its staff upon request.
Exhibit 32.2
Certification Pursuant to
18 U.S.C. Section 1350,
As Adopted Pursuant To
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the accompanying Form 10-K of Glimcher Realty Trust (the “Company”) for the period ended December 31, 2008,
as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark E. Yale, Executive Vice President, Chief
Financial Officer and Treasurer (Principal Accounting and Financial Officer) of the Company, certify, to the best of my knowledge, pursuant to
18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations
of the Company.
Date: February 24, 2009 /s/ Mark E. Yale

Mark E. Yale
Executive Vice President,
Chief Financial Officer and Treasurer
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise
adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been
provided to Glimcher Realty Trust and will be retained by Glimcher Realty Trust and furnished to the Securities and Exchange Commission or
its staff upon request.

GLIMCHER REALTY TRUST 10-K (Annual Reports) 2009-02-24

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIE

For the fiscal year ended December 31, 2008

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURIT

Commission File Number 001-12482

GLIMCHER REALTY TRUST

180 East Broad Street

Registrant’s telephone number, including area code: (614) 621

Securities registered pursuant to Section 12(b) of the Act

Title of each class

Common Shares of Beneficial Interest, par value $0.01 per share

Securities registered pursuant to Section 12(g) of the Act: N

Documents Incorporated By Reference

10. Trustees, Executive Officers and Corporate Governance

15. Exhibits and Financial Statement Schedules

(a) General Development of Business

(b) Narrative Description of Business

(c) Available information

Item 1A. Risk Factors

We are subject to risks inherent in owning real estate investments.

● the attractiveness of our properties compared to other retail space;

● our ability to provide adequate maintenance to our properties; and

● fluctuations in real estate taxes, insurance and other operating costs.

Some of our potential losses may not be covered by insurance.

We rely on major tenants.

We may be unable to successfully redevelop, develop or operate such properties.

● occupancy rates and rents not sufficient to make a project profitable.

We could incur significant costs related to environmental issues.

Our failure to qualify as a REIT would have serious adverse consequences.

Debt financing could adversely affect our performance.

● reducing the liquidity and market price of our Common Stock;

● eliminating the open market trading of our Common Stock;

Our operations could be affected if we lose any key management personnel.

Inflation may influence our operations.

Item 1B. Unresolved Staff Comments

Summary of Malls at December 31, 2008

Held for Investment

Ashland Town Center

Colonial Park Mall

Dayton Mall, The

Grand Central Mall

Indian Mound Mall

New Towne Mall

Polaris Fashion Place

River Valley Mall

SuperMall of the Great Northwest

WestShore Plaza Mall

Subtotal - Malls Held for

Malls Held for Investment - Joint

Puente Hills Mall (11)

Tulsa Promenade (11)

Subtotal - Malls Held for

Subtotal - Malls Held for

Malls Held for Sale

Eastland Mall (“Eastland North

Great Mall of the Great

Subtotal – Malls Held for Sale 1,123,667 718,924 1,842,591 94.1%

(1) Includes outparcels.

(b) Community Centers

Summary of Community Centers at December 31, 2008

Ohio River Plaza

Polaris Towne Center