EXHIBIT 10.115
NOTE
----
July 31, 2005
Glimcher Properties Limited Partnership, a limited partnership organized
under the laws of the State of Delaware ("GPLP") and Xxxxxxxxxx Mall Associates
Limited Partnership, a limited partnership organized under the laws of the State
of Delaware ("Owner", and collectively with GPLP, the "Borrower"), hereby
jointly and severally 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 Facility Termination
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 July 31, 2005 among the
Borrower, 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.
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.
XXXXXXXXXX MALL ASSOCIATES
LIMITED PARTNERSHIP, a Delaware
limited partnership
By: Glimcher Xxxxxxxxxx, Inc., a
Delaware corporation, its sole
general partner
By:
-------------------------------------
Print Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President
GLIMCHER PROPERTIES LIMITED
PARTNERSHIP, a Delaware limited
partnership
By: Glimcher Properties Corporation, a
Delaware corporation, its sole
general partner
By:
-------------------------------------
Print Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President