Maximum Principal Amount: $46,282,500.00 COLLATERAL IS OR INCLUDES FIXTURES MORTGAGE, ASSIGNMENT OF RENTS AND LEASES, COLLATERAL ASSIGNMENT OF PROPERTY AGREEMENTS, SECURITY AGREEMENT AND FIXTURE FILING

Exhibit 10.137

TO BE RECORDED IN THE

MORTGAGE RECORDS AND

IN THE FIXTURE FILING RECORDS  OF

XXXX COUNTY, KENTUCKY

Maximum Principal Amount:  $46,282,500.00

COLLATERAL IS OR INCLUDES FIXTURES

MORTGAGE, ASSIGNMENT OF RENTS AND LEASES,

COLLATERAL ASSIGNMENT OF PROPERTY AGREEMENTS,

SECURITY AGREEMENT AND FIXTURE FILING

This Mortgage, Assignment of Rents and Leases, Collateral Assignment of Property Agreements, Security Agreement and Fixture Filing (as amended from time to time, this "Security Instrument") is made, and is executed effective as of June 21, 2011, by ATC GLIMCHER, LLC, a Delaware limited liability company (together with its permitted successors and permitted assigns, "Borrower"), whose address for all purposes hereunder is c/o Glimcher Properties Limited Partnership, 000 Xxxx Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxx, Xxxx   00000, with an organizational identification number of 496052, for the benefit of XXXXXXX SACHS COMMERCIAL MORTGAGE CAPITAL, L.P., a Delaware limited partnership (together with all of its successors and assigns, "Lender"), whose address for all purposes hereunder is 0000 Xxxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxxxxx Xxxxxx, Xxxxx 00000.  For all state law, statutory and other purposes hereunder, (i) the term "Borrower" as used herein shall be deemed to mean a mortgagor of the Property as described herein the same as if the term "mortgagor" were used in lieu of the term "Borrower" throughout this Security Instrument, and (ii) the term "Lender" as used herein shall be deemed to mean a mortgagee of this Security Instrument with respect to the Property with all of the rights conferred hereby the same as if the term "mortgagee" were used in lieu of the term "Lender" throughout this Security Instrument.

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ARTICLE 1

DEFINITIONS

Section 1.1             Definitions.  As used herein, the following terms shall have the following meanings:

"Indebtedness":  The sum of all principal, interest and other amounts due from Borrower under, or secured by, the Loan Documents.

"Loan Agreement":  The Loan Agreement, dated as of the date hereof, by and between Lender, as lender, and Borrower, as borrower, as the same may be replaced, amended, supplemented, extended or otherwise modified from time to time.

"Loan Documents":  The (1) Loan Agreement, (2) that certain promissory note, dated as of the date hereof, executed by Borrower pursuant to the Loan Agreement, in the original principal amount of $42,075,000.00 and having a maturity date of July 6, 2021 (as the same may be amended, restated, componentized, supplemented, modified, assigned in whole or in part, replaced and/or divided into multiple notes from time to time, the "Note" or "Notes", as applicable), (3) this Security Instrument and the other mortgages and deeds of trust executed by Borrower, or any other person or entity to evidence or secure the payment of the Indebtedness, pursuant to the Loan Agreement, (4) all other documents now or hereafter executed by Borrower, or any other person or entity to evidence or secure the payment of the Indebtedness, and (5) all modifications, restatements, extensions, renewals and replacements of the foregoing.

"Obligations":  All of the agreements, covenants, conditions, warranties, representations and other obligations (other than to repay the Indebtedness) made or undertaken by Borrower (or the other obligors who are defined as Borrower in the Notes) under the Loan Documents.

"Property":  All of the following, or any interest therein (whether now owned or hereafter acquired):

(1)           the real property described in Exhibit A attached hereto and made a part hereof, together with any greater estate therein as hereafter may be acquired by Borrower (the "Land"),

(2)            all buildings, structures and other improvements, now or at any time situated, placed or constructed upon the Land (the "Improvements"),

(3)           all right, title and interest of Borrower in and to all materials, machinery, supplies, equipment, fixtures, apparatus and other items of personal property now owned or hereafter acquired by Borrower and now or hereafter attached to, installed in or used in connection with any of the Improvements or the Land, including any and all partitions, dynamos, window screens and shades, drapes, rugs and other floor coverings, awnings, motors, engines, boilers, furnaces, pipes, plumbing, cleaning, call and sprinkler systems, fire extinguishing apparatus and equipment, water tanks, swimming pools, heating, ventilating, plumbing, lighting, communications and elevator fixtures, laundry, incinerating, air conditioning and air cooling equipment and systems, gas and electric machinery and equipment, disposals, dishwashers, furniture, refrigerators and ranges, securities systems, art work, recreational and pool equipment and facilities of all kinds, water, gas, electrical, storm and sanitary sewer facilities of all kinds, and all other utilities whether or not situated in easements together with all accessions, replacements, betterments and substitutions for any of the foregoing (the "Fixtures"),

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(4)           all right, title and interest of Borrower in and to all goods, accounts, general intangibles, instruments, documents, accounts receivable, chattel paper, investment property, securities accounts and all other personal property of any kind or character, including such items of personal property as defined in the UCC, now owned or hereafter acquired by Borrower and now or hereafter affixed to, placed upon, used in connection with, arising from or otherwise related to the Land and/or the Improvements or that may be used in or relating to the planning, development, financing or operation of the Land and/or the Improvements, including furniture, furnishings, equipment, machinery, money, insurance proceeds, condemnation awards, accounts, contract rights, trademarks, goodwill, chattel paper, documents, trade names, licenses and/or franchise agreements, rights of Borrower under leases of Fixtures or other personal property or equipment, inventory, all refundable, returnable or reimbursable fees, deposits or other funds or evidences of credit or indebtedness deposited by or on behalf of Borrower with any governmental authorities, boards, corporations, providers of utility services, public or private, including specifically, but without limitation, all refundable, returnable or reimbursable tap fees, utility deposits, commitment fees and development costs and all refunds, rebates or credits in connection with a reduction in real estate taxes and assessments against the Land and/or Improvements as a result of tax certiorari or any applications or proceedings for reduction (the "Personalty"),

(5)           all reserves, escrows or impounds required under the Loan Agreement and all deposit accounts (including tenant's security and cleaning deposits and deposits with respect to utility services) maintained by or on behalf of Borrower with respect to the Land and/or Improvements,

(6)           all right, title and interest of Borrower in and to all plans, specifications, shop drawings and other technical descriptions prepared for construction, repair or alteration of the Improvements, and all amendments and modifications thereof (together with any and all modifications, renewals, extensions and substitutions of the foregoing, the "Plans"),

(7)           subject to the rights of Borrower hereunder and under the Loan Agreement, all leasehold estates, leases, subleases, sub-subleases, licenses, concessions, occupancy agreements or other agreements (written or oral, now or at any time in effect and every modification, amendment or other agreement relating thereto, including every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto) which grant a possessory interest in, or the right to use or occupy, all or any part of the Land and/or Improvements, together with all related security and other deposits (together with any and all modifications, renewals, extensions and substitutions of the foregoing, the "Leases"),

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(8)           subject to the rights of Grantor hereunder and under the Loan Agreement, all right, title and interest of Borrower in and to all of the rents, revenues, income, proceeds, issues, profits (including all oil or gas or other mineral royalties and bonuses), security and other types of deposits, and other benefits paid or payable and to become due or payable by parties to the Leases other than Borrower for using, leasing, licensing, possessing, occupying, operating from, residing in, selling or otherwise enjoying any portion or portions of the Land and/or Improvements (the "Rents"),

(9)           all right, title and interest of Borrower in and to all other contracts and agreements in any way relating to, executed in connection with, or used in, the development, construction, use, occupancy, operation, maintenance, enjoyment, acquisition, management or ownership of the Land and/or Improvements or the sale of goods or services produced in or relating to the Land and/or Improvements (together with any and all modifications, renewals, extensions and substitutions of the foregoing, the "Property Agreements"), including all right, title and interest of Borrower in, to and under (a) all construction contracts, architects' agreements, engineers' contracts, utility contracts, letters of credit, escrow agreements, maintenance agreements, management, leasing and related agreements, parking agreements, equipment leases, service contracts, operating leases, catering and restaurant leases and agreements, agreements for the sale, lease or exchange of goods or other property, agreements for the performance of services, permits, variances, licenses, certificates and entitlements, (b) all material agreements and instruments under which Borrower or any of its affiliates or the seller of the Property have remaining rights or obligations in respect of Borrower's acquisition of the Property or equity interests therein, (c) applicable business licenses, variances, entitlements, certificates, state health department licenses, liquor licenses, food service licenses, licenses to conduct business, certificates of need and all other permits, licenses and rights obtained from any Governmental Authority or private Person, (d) all rights of Borrower to receive monies due and to become due under or pursuant to the Property Agreements, (e) all claims of Borrower for damages arising out of or for breach of or default under the Property Agreements, (f) all rights of Borrower to terminate, amend, supplement, modify or waive performance under the Property Agreements, to compel performance and otherwise to exercise all remedies thereunder, and, with respect to Property Agreements that are letters of credit, to make any draws thereon, and (g) to the extent not included in the foregoing, all cash and non-cash proceeds, products, offspring, rents, revenues, issues, profits, royalties, income, benefits, additions, renewals, extensions, substitutions, replacements and accessions of and to any and all of the foregoing,

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(10)           all right, title and interest of Borrower in and to all rights, privileges, titles, interests, liberties, tenements, hereditaments, rights-of-way, easements, sewer rights, water, water courses, water rights and powers, air rights and development rights, licenses, permits and construction and equipment warranties, appendages and appurtenances appertaining to the foregoing, and all right, title and interest, if any, of Borrower in and to any streets, ways, alleys, underground vaults, passages, strips or gores of land adjoining the Land or any part thereof,

(11)           all accessions, replacements, renewals, additions and substitutions for any of the foregoing and all proceeds thereof,

(12)           subject to the rights of Borrower hereunder or under the Loan Agreement, all insurance policies, unearned premiums therefor and proceeds from such policies, including the right to receive and apply the proceeds of any insurance, judgments or settlements made in lieu thereof, covering any of the above property now or hereafter acquired by Borrower,

(13)           all right, title and interest of Borrower in and to all mineral, riparian, littoral, water, oil and gas rights now or hereafter acquired and relating to all or any part of the Land and/or Improvements,

(14)           all of Borrower's right, title and interest in and to any awards, remunerations, reimbursements, settlements or compensation heretofore made or hereafter to be made by any Governmental Authority pertaining to the Land, Improvements, Fixtures or Personalty, and

(15)           all after acquired title to or remainder or reversion in any of the property (or any portion thereof) described herein.

"UCC":  The Uniform Commercial Code (or any similar or equivalent legislation) as in effect in any applicable jurisdiction.

Capitalized terms used herein but not otherwise defined shall have the respective meanings ascribed to such terms in the Loan Agreement.

ARTICLE 2

HABENDUM

Section 2.1            Grant.  To secure in part the full and timely payment of the Indebtedness and the full and timely performance of the Obligations, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower HAS MORTGAGED, GIVEN, WARRANTED, PLEDGED AND ASSIGNED, and does hereby MORTGAGE, GIVE, WARRANT, PLEDGE AND ASSIGN to Lender, with power of trust, its heirs, successors and assigns, the Property, TO HAVE AND TO HOLD all of the Property unto and, for the use and benefit of Lender, its heirs, successors and assigns in fee simple forever, and Borrower does hereby bind itself, its heirs, successors and assigns to WARRANT AND FOREVER DEFEND (i) the title to the Property unto Lender and its heirs, successors and assigns, subject only to Permitted Encumbrances and (ii) the validity and priority of the Liens of this Security Instrument, subject only to Permitted Encumbrances, in each case against the claims of all Persons whomsoever.

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ARTICLE 3

DEFAULT AND FORECLOSURE

Section 3.1            Remedies.  If an Event of Default is continuing, Lender may, at Lender's election, take such action permitted at law or in equity, without notice or demand (except as explicitly provided in the Loan Agreement), as it deems advisable to protect and enforce its rights against Borrower and to the Property, including but not limited to, any or all of the following rights, remedies and recourses each of which may be pursued concurrently or otherwise, at such time and in such order as Lender may determine, in its sole discretion, without impairing or otherwise affecting the other rights and remedies of Lender:

(a)           Acceleration.  Declare the Indebtedness to be immediately due and payable, without further notice, presentment, protest, notice of intent to accelerate, notice of acceleration, demand or action of any nature whatsoever (each of which hereby is expressly waived by Borrower (except as provided in the Loan Agreement)), whereupon the same shall become immediately due and payable.

(b)           Entry on Property.  Enter the Property and take exclusive possession thereof and of all books, records and accounts relating thereto.  If Borrower remains in possession of the Property after the occurrence and during the continuation of an Event of Default and without Lender's prior written consent, Lender may invoke any legal remedies to dispossess Borrower.

(c)           Operation of Property.  Whether or not a receiver has been appointed pursuant to Section 3.1(e) hereof, hold, lease, develop, manage, operate, control and otherwise use the Property upon such terms and conditions as Lender may deem reasonable under the circumstances (making such repairs, alterations, additions and improvements and taking other actions, from time to time, as Lender deems reasonably necessary or desirable), exercise all rights and powers of Borrower with respect to the Property, whether in the name of Borrower or otherwise, including the right to make, cancel, enforce or modify leases, obtain and evict tenants, and demand, xxx for, collect and receive all Rents, and apply all Rents and other amounts collected by Lender in connection therewith in accordance with the provisions of Section 3.7 hereof.  Without limiting the foregoing, Borrower covenants and agrees with Lender that Lender may, at its option, do all things provided to be done by a mortgagee under the Kentucky Revised Statute and any amendments or supplements thereto for the protection of Lender's interest in the Property.

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(d)           Foreclosure and Sale.

(i)           Institute proceedings for the complete foreclosure of this Security Instrument, either by judicial action or by exercise of the STATUTORY POWER OF SALE or otherwise, in which case the Property may be sold for cash or credit in one or more parcels or in several interests or portions and in any order or manner.

(ii)          With respect to any notices required or permitted under the UCC, Borrower agrees that ten (10) Business Days' prior written notice shall be deemed commercially reasonable.  At any such sale by virtue of any judicial proceedings or any other legal right, remedy or recourse including power of sale, the title to and right of possession of any such property shall pass to the purchaser thereof, and to the fullest extent permitted by law, Borrower shall be completely and irrevocably divested of all of its right, title, interest, claim and demand whatsoever, either at law or in equity, in and to the property sold and such sale shall be a perpetual bar both at law and in equity against Borrower, and against all other persons claiming or to claim the property sold or any part thereof, by, through or under Borrower.  Lender may be a purchaser at such sale and if Lender is the highest bidder, may credit the portion of the purchase price that would be distributed to Lender against the Indebtedness in lieu of paying cash.

(e)           Receiver.  Prior to, concurrently with, or subsequent to the institution of foreclosure proceedings, make application to a court of competent jurisdiction for, and (to the extent permitted by applicable law) obtain from such court as a matter of strict right and without notice to Borrower or anyone claiming under Borrower or regard to the value of the Property or the solvency or insolvency of Borrower or the adequacy of any collateral for the repayment of the Indebtedness or the interest of Borrower therein, the appointment of a receiver or receivers of the Property, and Borrower irrevocably consents to such appointment.  Any such receiver or receivers shall have all the usual powers and duties of receivers in similar cases, including the full power to rent, maintain and otherwise operate the Property upon such terms as may be approved by the court, and shall apply such Rents in accordance with the provisions of Section 3.7 hereof.

(f)            Other.  Exercise all other rights, remedies and recourses granted under the Loan Documents or otherwise available at law or in equity (including an action for specific performance of any covenant contained in the Loan Documents, or a judgment on the Notes either before, during or after any proceeding to enforce this Security Instrument).

Section 3.2            Separate Sales.  The Property may be sold in one or more parcels and in such manner and order as Lender in its sole discretion, may elect, subject to applicable law; the right of sale arising out of any Event of Default shall not be exhausted by any one or more sales.

Section 3.3            Remedies Cumulative, Concurrent and Nonexclusive.  Lender shall have all rights, remedies and recourses granted in the Loan Documents and available at law or equity (including the UCC), which rights (a) shall be cumulative and concurrent and shall be in addition to every other remedy so provided or permitted, (b) may be pursued separately, successively or concurrently against Borrower, or against the Property, or against any one or more of them, at the sole discretion of Lender, (c) may be exercised as often as occasion therefor shall arise, and the exercise or failure to exercise any of them shall not be construed as a waiver or release thereof or of any other right, remedy or recourse, and (d) are intended to be, and shall be, nonexclusive.  No action by Lender in the enforcement of any rights, remedies or recourses under the Loan Documents or otherwise at law or equity shall be deemed to cure any Event of Default.

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Section 3.4             Release of and Resort to Collateral.  Lender may release, regardless of consideration and without the necessity for any notice to or consent by the holder of any subordinate lien on the Property, any part of the Property without, as to the remainder, in any way impairing, affecting, subordinating or releasing the lien or security interests created in or evidenced by the Loan Documents or their stature as a first and prior lien and security interest in and to the Property.  For payment of the Indebtedness, Lender may resort to any other security in such order and manner as Lender may elect.

Section 3.5             Waiver of Redemption, Notice and Marshaling of Assets.  To the fullest extent permitted by law, Borrower hereby irrevocably and unconditionally waives and releases (a) all benefit that might accrue to Borrower by virtue of any present or future statute of limitations or "moratorium law" or other law or judicial decision exempting the Property or any part thereof, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale on execution or providing for any appraisement, valuation, stay of execution, exemption from civil process, redemption reinstatement (to the extent permitted by law) or extension of time for payment, (b) any right to a marshaling of assets or a sale in inverse order of alienation, and (c) any and all rights it may have to require that the Property be sold as separate tracts or units in the event of foreclosure.

Section 3.6             Discontinuance of Proceedings.  If Lender shall have proceeded to invoke any right, remedy or recourse permitted under the Loan Documents and shall thereafter elect to discontinue or abandon it for any reason, Lender shall have the unqualified right to do so and, in such an event, Borrower and Lender shall be restored to their former positions with respect to the Indebtedness, the Obligations, the Loan Documents, the Property and otherwise, and the rights, remedies, recourses and powers of Lender shall continue as if the right, remedy or recourse had never been invoked, but no such discontinuance or abandonment shall waive any Event of Default which may then exist or the right of Lender thereafter to exercise any right, remedy or recourse under the Loan Documents for such Event of Default.

Section 3.7             Application of Proceeds.  Except as otherwise provided in the Loan Documents and unless otherwise required by applicable law, the proceeds of any sale of, and the Rents and other amounts generated by the holding, leasing, management, operation or other use of the Property, shall be applied by Lender (or the receiver, if one is appointed) in the following order or in such other order as Lender shall determine in its sole discretion:

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(a)           to the payment of the reasonable costs and expenses of taking possession of the Property and of holding, using, leasing, repairing, improving and selling the same, including (1) receiver's fees and expenses, (2) court costs, (3) reasonable attorneys', accountants', appraisers', environmental consultants', engineers' and other experts' fees and expenses, (4) costs of advertisement, (5) costs of procuring title searches, title policies and similar data and assurance with respect to title, (6) the payment of all applicable transfer taxes and mortgage recording taxes, and (7) the payment of all ground rent, real estate taxes and assessments;

(b)           to the payment of all amounts, other than the unpaid principal balance of the Notes and accrued but unpaid interest, which may be due under the Loan Documents;

(c)           to the payment of the Indebtedness and performance of the Obligations in such manner and order of preference as Lender in its sole discretion may determine; and

(d)           the balance, if any, to the payment of the Persons legally entitled thereto.

If Lender shall be ordered, in connection with any bankruptcy, insolvency or reorganization of Borrower, to restore or repay to or for the account of Borrower or its creditors any amount theretofore received under this Section 3.7, the amount of such restoration or repayment shall be deemed to be a part of the Indebtedness so as to place Lender in the same position it would have been in had such amount never been received by Lender.

Section 3.8             Occupancy After Foreclosure.  The purchaser at any foreclosure sale pursuant to Section 3.1(d) shall become the legal owner of the Property (subject to Permitted Encumbrances).  All occupants of the Property shall, at the option of such purchaser, become tenants of the purchaser at the foreclosure sale and shall deliver possession thereof immediately to the purchaser upon demand.  It shall not be necessary for the purchaser at said sale to bring any action for possession of the Property other than the statutory action of forcible detainer in any justice court having jurisdiction over the Property.

Section 3.9             Additional Advances and Disbursements; Costs of Enforcement.  If any Event of Default is continuing, Lender shall have the right, but not the obligation, to cure such Event of Default in the name and on behalf of Borrower.  All sums advanced and expenses incurred at any time by Lender under this Section 3.9, or otherwise under this Security Instrument or any of the other Loan Documents or applicable law, shall bear interest from the date that such sum is advanced or expense incurred, to and including the date of reimbursement, computed at the Default Rate, and all such sums, together with interest thereon, shall constitute additions to the Indebtedness and shall be secured by this Security Instrument and Borrower covenants and agrees to pay them to the order of Lender promptly upon demand.

Section 3.10           No Lender in Possession.  Neither the enforcement of any of the remedies under this Article 3, the assignment of the Rents and Leases under Article 4, the collateral assignment of the Property Agreements under Article 5, the security interests under Article 6, nor any other remedies afforded to Lender under the Loan Documents, at law or in equity shall cause Lender to be deemed or construed to be a lender in possession of the Property, to obligate Lender to lease the Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise.  Borrower shall, and hereby agrees to indemnify Lender for, and to hold Lender harmless from and against, any and all claims, liability, expenses, losses or damages that may or might be asserted against or incurred by Lender, as the case may be, solely by reason of Lender's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim to the extent of Lender's gross negligence or willful misconduct.  Should Lender incur any such claim, liability, expense, loss or damage, the amount thereof, including all actual expenses and reasonable fees of attorneys, shall constitute Indebtedness secured hereby, and Borrower shall reimburse Lender within five (5) Business Days after demand therefore.

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ARTICLE 4

ASSIGNMENT OF RENTS AND LEASES

Section 4.1             Assignment.  Borrower does hereby presently, absolutely and unconditionally assign to Lender, Borrower's right, title and interest in all current and future Leases and the absolute, unconditional and continuing right to receive and collect all Rents, it being intended by Borrower that this assignment constitutes a present, outright, immediate, continuing and absolute assignment and not an assignment for additional security only.  Such assignment to Lender shall not be construed to bind Lender to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Lender.  Lender shall have no responsibility on account of this assignment for the control, care, maintenance, management or repair of the Property, for any dangerous or defective condition of the Property, or for any negligence in the management, upkeep, repair or control of the Property.  Borrower agrees to execute and deliver to Lender such additional instruments, in form and substance satisfactory to Lender, as may hereafter be reasonably requested by Lender to further evidence and confirm such assignment.

Section 4.2             License.  Notwithstanding that Borrower hereby presently grants to Lender an outright, immediate, continuing and absolute assignment of the Rents and Leases and not merely the collateral assignment of, or the grant of a lien or security interest in, the Rents and Leases, Lender hereby grants to Borrower and its successors and not to any tenant or any other person, a revocable license to collect and receive the Rents and to retain, use and enjoy the same and otherwise exercise all rights as landlord under any Lease, in each case subject to the terms hereof and of the Loan Agreement.  Upon the occurrence and during the continuance of any Event of Default, (i) the license granted herein to Borrower shall immediately and automatically cease and terminate and shall be void and of no further force or effect, (ii) Lender shall immediately be entitled to possession of all Rents (whether or not Lender enters upon or takes control of the Property) and (iii) at the request of Lender, Borrower shall deliver written notice to all tenants and subtenants under any of the Leases either (i) notifying such tenants and subtenants that all Rent due under the Leases shall continue to be paid to the Blocked Account or the Cash Management Account or (ii) instructing such tenants and subtenants to remit all Rents due under the Leases to such other account as Lender shall notify Borrower in writing; provided that, if such Event of Default ceases to exist, the license described in the foregoing clause (i) shall automatically be reinstated.  Notwithstanding said license, upon acceleration of the Loan following an Event of Default, Borrower agrees that Lender, and not Borrower, shall be deemed to be the creditor of each tenant or subtenant under any Lease in respect to assignments for the benefit of creditors and bankruptcy, reorganization, insolvency, dissolution or receivership proceedings affecting such tenant or subtenant (without obligation on the part of Lender, however, to file or make timely filings of claims in such proceedings or otherwise to pursue creditors' rights therein), with an option to apply in accordance with the Loan Documents any money received from such tenant or subtenant in reduction of any amounts due under the Loan Documents.  Upon the occurrence and during the continuance of an Event of Default, any portion of the Rents held by Borrower shall be held in trust for the benefit of Lender for use in the payment of the Indebtedness.

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Section 4.3             Certain Rights of Lender.  Subject to the revocable license granted above, upon the occurrence and during the continuance of an Event of Default, Lender shall have the immediate and continuing right, power and authority, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking possession of the Property in its own name, and without the need for any other authorization or action by Borrower or Lender, in addition to and without limiting any of Lender's rights and remedies hereunder, under the Loan Agreement and any other Loan Documents and as otherwise available at law or in equity, (a) to notify any tenant or other person that the Leases have been assigned to Lender and that all Rents are to be paid directly to Lender, whether or not Lender has commenced or completed foreclosure or taken possession of the Property; (b) to settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) to demand, xxx for, collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) to enter upon, take possession of and operate the Property whether or not foreclosure under this Security Instrument has been instituted and without applying for a receiver; (e) to lease all or any part of the Property; and/or (f) to perform any and all obligations of Borrower under the Leases and exercise any and all rights of Borrower therein contained to the full extent of Borrower's rights and obligations thereunder.

Section 4.4             Irrevocable Instructions to Tenants.  At Lender's request, Borrower shall have the right to deliver a copy of this Security Instrument to each tenant under a Lease and to each manager and managing agent or operator of the Property, and Lender shall have the continuing right to do so.  Borrower irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Borrower, to comply with all demands of Lender under this Article 4 and to turn over to Lender on demand all Rents which it receives.  Borrower hereby acknowledges and agrees that payment of any Rents by a person to Lender as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Borrower.  Lender is hereby granted and assigned by Borrower the right, at its option, upon revocation of the license granted herein, upon an Event of Default that is continuing, to enter upon the Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents.  Any Rents collected prior to or after the revocation of the license shall be applied in accordance with the provisions of the Loan Agreement.  Neither the enforcement of any of the remedies under this Article 4 nor any other remedies or security interests afforded to Lender under the Loan Documents, at law or in equity shall cause Lender to be deemed or construed to be a lender in possession of the Property, to obligate Lender to lease the Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise.  Borrower shall, and hereby agrees to indemnify Lender for, and to hold Lender harmless from and against, any and all claims, liability, expenses, losses or damages that may or might be asserted against or incurred by Lender solely by reason of Lender's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim to the extent caused by Lender's gross negligence or willful misconduct.  Should Lender incur any such claim, liability, expense, loss or damage, the amount thereof, including all actual expenses and reasonable fees of attorneys, shall constitute Indebtedness secured hereby, and Borrower shall reimburse Lender therefor within ten (10) Business Days after demand.

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Section 4.5             Unilateral Subordination.  Lender may, at any time and from time to time by specific written instrument intended for the purpose, unilaterally subordinate the lien of this Security Instrument to any Lease, without joinder or consent of, or notice to, Borrower, any tenant or any other person, and notice is hereby given to each tenant under a Lease of such right to subordinate.  No such subordination shall constitute a subordination to any lien or other encumbrance, whenever arising, or improve the right of any junior lienholder; and nothing herein shall be construed as subordinating this Security Instrument to any Lease.

ARTICLE 5

COLLATERAL ASSIGNMENT OF PROPERTY AGREEMENTS

Section 5.1             Collateral Assignment.  Borrower does hereby collaterally assign and pledge to Lender, Borrower's right, title and interest in, to and under all current and future Property Agreements.  Such collateral assignment to Lender shall not be construed to bind Lender to the performance of any of the covenants, conditions or provisions contained in any such Property Agreement or otherwise impose any obligation upon Lender.  Borrower agrees to execute and deliver to Lender such additional instruments, in form and substance satisfactory to Lender, as may hereafter be requested by Lender to further evidence and confirm such collateral assignment.

Section 5.2             Retained Rights of Borrower.  Subject to the other provisions of this Article 5 and the provisions of the other Loan Documents, for so long as no Event of Default shall have occurred and be continuing, Borrower may exercise all of its rights and privileges under the Property Agreements and shall have the exclusive right and authority to deal with, enjoy the benefit under, grant any consents and approvals under, and amend, modify or terminate, such Property Agreements, collect, receive and retain for its own benefit all monies due or to become due under such Property Agreements, xxx and enforce all claims of Borrower for damages arising under such Property Agreements, and retain for its own benefit all items described in clause (d) of paragraph (9) of the definition of "Property" above, if and to the extent not prohibited by the Loan Agreement or the other Loan Documents.  Upon the occurrence and during the continuance of any Event of Default, the rights of Borrower described in this Section 5.2 shall immediately and automatically cease and terminate and shall be void and of no further force or effect, provided that, if such Event of Default ceases to exist, such rights shall automatically be reinstated.  To the extent not prohibited by the applicable Property Agreement, upon the occurrence and during the continuance of an Event of Default, any amounts held by Borrower as a party to the Property Agreements shall be held in trust for the benefit of Lender for use in the payment of the Indebtedness.

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Section 5.3             Exercise of Assigned Rights.  Borrower hereby irrevocably directs the grantor or licensor of, or the contracting party to, any Property Agreement, upon demand from Lender, to recognize and accept Lender as the party to such Property Agreement for any and all purposes as fully as it would recognize and accept Borrower and the performance of Borrower thereunder; provided, that Lender hereby covenants to Borrower that it will not make such demand except upon the occurrence and during the continuance of an Event of Default.  Upon the occurrence, and during the continuance, of an Event of Default, without further notice or demand and at Borrower's sole cost and expense, Lender shall be entitled to exercise all rights of Borrower arising under the Property Agreements.  Borrower hereby acknowledges and agrees that payment of any amounts owing under any Property Agreement by a person to Lender as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such amounts had been paid to Borrower.  Any amounts collected after the occurrence and during the continuance of an Event of Default shall be applied in accordance with the provisions of the Loan Agreement.  At Lender's request, Borrower shall deliver a copy of this Security Instrument to each grantor or licensor of or the contracting party to a Property Agreement, and Lender shall have the continuing right to do so.

Section 5.4             Indemnity.  Borrower shall, and hereby agrees to indemnify Lender for, and to hold Lender harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Lender solely by reason of Lender's status as an assignee pursuant to the collateral assignment of Property Agreements contained herein, but excluding any claim to the extent caused by Lender's gross negligence or willful misconduct.  Should Lender incur any such claim, liability, expense, loss or damage, the amount thereof, including all actual expenses and reasonable fees of attorneys, shall constitute Indebtedness secured hereby, and Borrower shall reimburse Lender therefor within ten (10) Business Days after demand.

Section 5.5             Property Agreement Covenants.

(a)          Borrower shall perform and observe, in a timely manner, all of the covenants, conditions, obligations and agreements of Borrower under the Property Agreements and shall suffer or permit no delinquency on its part to exist thereunder if such action is prohibited by the Loan Agreement, or would have a Material Adverse Effect.

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(b)           Borrower shall not (i) sell, assign, transfer, mortgage or pledge any Property Agreement or any such right or interest under any Property Agreement, or (ii) cancel, terminate, amend, supplement or modify any Property Agreement, in either case, if such action is prohibited by the Loan Agreement or would have a Material Adverse Effect.

(c)           Borrower shall exercise all reasonable efforts to enforce or secure the performance of each and every obligation, covenant, condition and agreement to be performed by the franchisor, manager, licensor, grantor or other contracting party under the Property Agreements, if the failure to take such action would have a Material Adverse Effect.

ARTICLE 6

SECURITY AGREEMENT

Section 6.1             Security Interest.  This Security Instrument constitutes both a real property mortgage and a "Security Agreement" on personal property within the meaning of the UCC and other applicable law and with respect to the Personalty, Fixtures, Plans, Leases, Rents and Property Agreements (said portion of the Property subject to the UCC, the "Collateral").  The Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Borrower in the Property.  Borrower, by executing and delivering this Security Instrument, hereby grants to Lender, a first and prior security interest in the Personalty, Fixtures, Plans, Leases, Rents and Property Agreements and all other Property which is personal property to secure the payment of the Indebtedness and performance of the Obligations, subject only to Permitted Encumbrances, and agrees that Lender shall have all the rights and remedies of a secured party under the UCC with respect to such property including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Lender may deem necessary for the care, protection and preservation of the Collateral.  Upon request or demand of Lender, during the continuance of an Event of Default, Borrower shall at its expense assemble the Collateral and make it available to Lender at the Property.  Borrower shall pay to Lender on demand any and all expenses, including actual reasonable legal expenses and attorneys' fees, incurred or paid by Lender in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral.  Any notice of sale, disposition or other intended action by Lender with respect to the Collateral sent to Borrower in accordance with the provisions hereof at least ten (10) Business Days prior to such action, shall constitute commercially reasonable notice to Borrower.  The proceeds of any disposition of the Collateral, or any part thereof, shall, except as otherwise provided in the Loan Documents or required by law, be applied by Lender in accordance with Section 3.7 hereof.

Section 6.2             Further Assurances.  Borrower shall execute and deliver to Lender and/or file, in form and substance satisfactory to Lender, such further statements, documents and agreements, financing statements, continuation statements, and such further assurances and instruments, and do such further acts, as Lender may, from time to time, reasonably consider necessary, desirable or proper to create, perfect and preserve Lender's security interest hereunder and to carry out more effectively the purposes of this Security Instrument, and Lender may cause such statements and assurances to be recorded and filed, at such times and places as may be required or permitted by law to so create, perfect and preserve such security interest; provided that such further statements, documents, agreements, assurances, instruments and acts do not increase the liability or obligations or decrease the rights of Borrower from those provided for in the Loan Documents.  As of the date hereof, Borrower's chief executive office and principal place of business is at the address set forth in the first paragraph of this Security Instrument, and Borrower shall promptly notify Lender of any change in such address.

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Section 6.3             Fixture Filing.  This Security Instrument shall also constitute a "fixture filing" for the purposes of the UCC upon all of the Property that is or is to become "fixtures" (as that term is defined in the UCC), upon being filed for record in the real estate records of the City or County wherein such fixtures are located.  Information concerning the security interest herein granted may be obtained at the addresses of Debtor (Borrower) and Secured Party (Lender) as set forth in the first paragraph of this Security Instrument.

FOR PURPOSES OF THE UNIFORM COMMERCIAL CODE, THE FOLLOWING INFORMATION IS FURNISHED:

(a)           The name and address of the record owner of the real estate described in this instrument is:

ATC Glimcher, LLC

c/o Glimcher Properties Limited Partnership

000 Xxxx Xxxxx Xxxxxx

00xx Xxxxx

Xxxxxxxx, Xxxx  00000

(b)           The name and address of the Debtor (Borrower) is:

ATC Glimcher, LLC

c/o Glimcher Properties Limited Partnership

000 Xxxx Xxxxx Xxxxxx

00xx Xxxxx

Xxxxxxxx, Xxxx  00000

(c)           The name and address of the Secured Party (Lender) is:

Xxxxxxx Xxxxx Commercial Mortgage Capital, L.P.

0000 Xxxxxxxxxx Xxxxx

Xxxxx 000

Xxxxxx, Xxxxx  00000

(d)           Information concerning the security interest evidenced by this instrument may be obtained from the Secured Party at its address above.

(e)           This document covers goods which are or are to become fixtures.

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ARTICLE 7

MISCELLANEOUS

Section 7.1              Notices.  Any notice required or permitted to be given under this Security Instrument shall be given in the manner described in the Loan Agreement.

Section 7.2             Covenant Running with the Land.  All representations, warranties, covenants and Obligations contained in the Loan Agreement are incorporated herein by this reference and, to the extent relating to the Property, are intended by the parties to be, and shall be construed as, covenants running with the land.  All persons or entities who may have or acquire an interest in the Property shall be deemed to have notice of, and be bound by, the terms of the Loan Agreement and the other Loan Documents; however, no such party shall be entitled to any rights thereunder without the prior written consent of Lender.

Section 7.3             Attorney-in-Fact.  Borrower hereby irrevocably appoints Lender and its successors and assigns, as its attorney-in-fact, which appointment is irrevocable and coupled with an interest, after the occurrence and during the continuance of an Event of Default (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Lender deems appropriate to protect Lender's interest, if Borrower shall fail to do so within ten (10) days after written request by Lender, (b) upon the issuance of a deed or assignment of lease pursuant to the foreclosure of this Security Instrument or the delivery of a deed or assignment of lease in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Personalty, Fixtures, Plans and Property Agreements in favor of the grantee of any such deed or the assignee of any such assignment of lease and as may be necessary or desirable for such purpose, (c) to prepare, execute and file or record financing statements, continuation statements, applications for registration and like papers necessary to create, perfect or preserve Lender's security interests and rights in or to any of the Collateral, and (d) while any Event of Default is continuing, to perform any obligation of Borrower hereunder; however:  (1) Lender shall not under any circumstances be obligated to perform any obligation of Borrower; (2) any sums advanced by Lender in such performance shall be included in the Indebtedness and shall bear interest at the Default Rate; (3) Lender as such attorney-in-fact shall only be accountable for such funds as are actually received by Lender; and (4) Lender shall not be liable to Borrower or any other person or entity for any failure to take any action that it is empowered to take under this Section 7.3.

Section 7.4             Successors and Assigns.  For so long as any portion of the Indebtedness remains outstanding, this Security Instrument shall be binding upon and inure to the benefit of Lender and Borrower and their respective successors and assigns.

Section 7.5             No Waiver.  Any failure by Lender to insist upon strict performance of any of the terms, provisions or conditions of the Loan Documents shall not be deemed to be a waiver of same, and Lender shall have the right at any time to insist upon strict performance of all of such terms, provisions and conditions.

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Section 7.6             Subrogation.  To the extent proceeds of the Notes have been used to extinguish, extend or renew any indebtedness against the Property, then Lender shall be subrogated to all of the rights, liens and interests existing against the Property and held by the holder of such indebtedness and shall have the benefit of the priority of all of the same, and such former rights, liens and interests, if any, are not waived, but are continued in full force and effect in favor of Lender.

Section 7.7              Loan Agreement.  If any conflict or inconsistency exists between this Security Instrument and the Loan Agreement, the Loan Agreement shall govern.

Section 7.8             Release.  Upon payment in full of the Indebtedness and performance in full of all of the outstanding Obligations the estate hereby granted shall cease, terminate and be void and Lender, at Borrower's expense, shall release the liens and security interests created by this Security Instrument.

Section 7.9             Waiver of Stay, Moratorium and Similar Rights.  Borrower agrees, to the full extent that it may lawfully do so, that it will not at any time insist upon or plead or in any way take advantage of, and hereby waives, any appraisement, valuation, stay, marshaling of assets, exemption, extension, redemption or moratorium law now or hereafter in force and effect so as to prevent or hinder the enforcement of the provisions of this Security Instrument or the indebtedness secured hereby, or any agreement between Borrower and Lender or any rights or remedies of Lender.

Section 7.10           Waiver of Jury Trial; Consent to Jurisdiction.

(a)           TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, BORROWER AND LENDER KNOWINGLY, VOLUNTARILY AND INTENTIONALLY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS SECURITY INSTRUMENT, ANY OTHER LOAN DOCUMENT, OR ANY DEALINGS, CONDUCT, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS BY IT RELATING TO THE SUBJECT MATTER OF THIS SECURITY INSTRUMENT.  THE SCOPE OF THIS WAIVER IS INTENDED TO ENCOMPASS ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.  BORROWER AND LENDER ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO THIS SECURITY INSTRUMENT.  BORROWER AND LENDER FURTHER WARRANT AND REPRESENT THAT THEY HAVE REVIEWED THIS WAIVER WITH THEIR RESPECTIVE LEGAL COUNSEL, AND THAT THEY KNOWINGLY AND VOLUNTARILY WAIVE THEIR JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.  THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS SECURITY INSTRUMENT, OR ANY OTHER LOAN DOCUMENTS OR AGREEMENTS RELATING TO THIS SECURITY INSTRUMENT.  IN THE EVENT OF LITIGATION, THIS SECURITY INSTRUMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

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(b)           BORROWER AND LENDER HEREBY CONSENT FOR THEMSELVES AND BORROWER HEREBY CONSENTS IN RESPECT OF ITS PROPERTIES, GENERALLY, UNCONDITIONALLY AND IRREVOCABLY, TO THE NONEXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE COURTS IN THE STATE OF NEW YORK WITH RESPECT TO ANY PROCEEDING RELATING TO ANY MATTER, CLAIM OR DISPUTE ARISING UNDER THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY.  BORROWER AND LENDER FURTHER CONSENT, GENERALLY, UNCONDITIONALLY AND IRREVOCABLY, TO THE NONEXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS OF THE STATE IN WHICH ANY OF THE COLLATERAL IS LOCATED IN RESPECT OF ANY PROCEEDING RELATING TO ANY MATTER, CLAIM OR DISPUTE ARISING WITH RESPECT TO SUCH COLLATERAL.  BORROWER AND LENDER FURTHER IRREVOCABLY CONSENT TO THE SERVICE OF PROCESS BY MAIL, PERSONAL SERVICE OR IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW, GENERALLY, UNCONDITIONALLY AND IRREVOCABLY, AT THE ADDRESSES SET FORTH IN SECTION 9.4 OF THE LOAN AGREEMENT IN CONNECTION WITH ANY OF THE AFORESAID PROCEEDINGS IN ACCORDANCE WITH THE RULES APPLICABLE TO SUCH PROCEEDINGS.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, BORROWER AND LENDER HEREBY IRREVOCABLY WAIVE ANY OBJECTION THAT THEY MAY NOW HAVE OR HAVE IN THE FUTURE TO THE LAYING OF VENUE IN RESPECT OF ANY OF THE AFORESAID PROCEEDINGS BROUGHT IN THE COURTS REFERRED TO ABOVE AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.  NOTHING HEREIN SHALL AFFECT THE RIGHT OF LENDER TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW OR TO COMMENCE PROCEEDINGS OR OTHERWISE PROCEED AGAINST BORROWER IN ANY JURISDICTION.

Section 7.11           Headings.  The Article, Section and Subsection titles hereof are inserted for convenience of reference only and shall in no way alter, modify, limit or define, or be used in construing, the scope, intent or text of such Articles, Sections or Subsections.

Section 7.12            Governing Law.  THIS SECURITY INSTRUMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF KENTUCKY.

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Section 7.13           Hold Harmless.  Borrower shall and does hereby agree to defend, indemnify and hold harmless Lender from and against any and all claims, losses, expenses, damages and liabilities (including, without limitation, all reasonable fees and expenses of attorneys) which may arise or be incurred or accrue in connection herewith or in connection with an obligation of Borrower hereunder with respect to the Property, except, in each case, to the extent incurred as a result of the gross negligence or willful misconduct of Lender.  Should Lender incur any such claim, loss, expense, damage or liability, the amount thereof, including all reasonable expenses and reasonable fees of attorneys and reasonable costs and expenses associated with actions taken by Lender in defense thereof, or otherwise in protecting its interests hereunder, shall constitute additions to the Indebtedness and shall be secured hereby, and Borrower covenants and agrees to reimburse Lender promptly upon demand.  Borrower shall reimburse Lender for any actual losses, actual costs, actual damages and reasonable expenses (including reasonable attorneys' fees and court costs) incurred by Lender if an interest in the Property, other than as permitted under the Loan Documents, is claimed by another Person.

Section 7.14           Entire Agreement.  This Security Instrument and the other Loan Documents embody the entire agreement and understanding between Lender and Borrower pertaining to the subject matter hereof and thereof and supersede all prior agreements, understandings, representations or other arrangements, whether express or implied, written or oral, between such parties relating to the subject matter hereof and thereof.  This Security Instrument and the other Loan Documents may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties.  There are no unwritten oral agreements between the parties.

Section 7.15           Severability.  If any provision of this Security Instrument is invalid or unenforceable, then such provision shall be given full force and effect to the fullest possible extent, and all of the remaining provisions of this Security Instrument shall remain in full force and effect and shall be binding on the parties hereto.

Section 7.16           Reserved.

Section 7.17          Lien Absolute.  Borrower acknowledges that this Security Instrument and a number of other Loan Documents and those documents required by the Loan Documents together secure the Indebtedness.  Borrower agrees that, to the extent permitted by law, the lien of this Security Instrument and all obligations of Borrower hereunder shall be absolute and unconditional and shall not in any manner be affected or impaired by:

(a)           any lack of validity or enforceability of the Loan Agreement or any other Loan Document, any agreement with respect to any of the Indebtedness or Obligations or any other agreement or instrument relating to any of the foregoing;

(b)           any acceptance by Lender of any security for or guarantees of any of the Indebtedness;

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(c)           any failure, neglect or omission on the part of Lender to realize upon or protect any of the Indebtedness or any of the collateral security therefor, including the Loan Documents, or due to any other circumstance which might otherwise constitute a defense available to, or a discharge of, Borrower in respect of the Indebtedness and Obligations hereby secured or any collateral security therefor, including the Loan Documents, or due to any other circumstance that might otherwise constitute a defense available to, or a discharge of, Borrower in respect of the Indebtedness or Obligations or this Security Instrument (other than the indefeasible payment in full in cash of all the Indebtedness and Obligations hereby secured);

(d)           any change in the time, manner or place of payment of, or in any other term of, all or any of the Indebtedness or Obligations;

(e)           any release (except as to the property released), sale, pledge, surrender, compromise, settlement, nonperfection, renewal, extension, indulgence, alteration, exchange, modification or disposition of any of the Indebtedness or Obligations hereby secured or of any of the collateral security therefor;

(f)           any amendment or waiver of or any consent to any departure from the Loan Agreement or any other Loan Documents or of any guaranty thereof, if any, and Lender may in its discretion foreclose, exercise any power of sale, or exercise any other remedy available to it under any or all of the Loan Documents without first exercising or enforcing any of its rights and remedies hereunder; and

(g)           any exercise of the rights or remedies of Lender hereunder or under any or all of the Loan Documents.

Section 7.18           Real Estate Taxes.  Borrower shall not be entitled to any credit upon the Indebtedness or deduction from the assessed value of the Property by virtue of payment of real estate taxes on the Property.  If any law is enacted or adopted or amended after the date of this Security Instrument that deducts the Indebtedness from the value of the Property for the purpose of taxation or that imposes a tax, either directly or indirectly, on the Indebtedness or Lender's interest in the Property, Borrower will pay such tax, with interest and penalties thereon, if any.  In the event that the payment of such tax or interest and penalties by Borrower would be unlawful or taxable to Lender or unenforceable or provide the basis for a defense of usury, then in any such event, Lender shall have the option, by written notice of not less than 90 days, to declare the Indebtedness immediately due and payable.

Section 7.19           Incorporation by Reference.

(a)          All obligations of Borrower under this Security Instrument shall be limited by the provisions of Section 9.19 of the Loan Agreement, the provisions of which are incorporated herein by this reference.

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(b)           The parties hereby acknowledge that the Loan Agreement, among other things, contains restrictions on the prepayment of the Indebtedness, as well as restrictions on the sale, transfer and encumbrance of the Property and the ownership interests of Borrower.

Section 7.20            State Specific Provisions.  The provisions of Exhibit B attached hereto are hereby incorporated by reference as though set forth in full herein.

Section 7.21            Last Dollars Secured.  The parties agree that any payments or repayments of such Indebtedness by Borrower shall be and be deemed to be applied first to the portion of the Indebtedness that is not secured hereby, if any, it being the parties' intent that the portion of the Indebtedness last remaining unpaid shall be secured hereby.

Section 7.22            Mortgage Recording Taxes.  Borrower hereby covenants to pay any and all mortgage recording or other taxes or fees due in connection with this Security Instrument.

Section 7.23            Multiple Exercise of Remedies.  To the extent permitted by law, Borrower specifically consents and agrees that Lender may exercise rights and remedies hereunder and under the other Loan Documents separately or concurrently and in any order that Lender may deem appropriate.

Section 7.24            Rules of Construction.  All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the person or persons referred to may require.  All references to sections, schedules and exhibits are to sections, schedules and exhibits in or to this Security Instrument unless otherwise specified.  Unless otherwise specified:  (i) all meanings attributed to defined terms in this Security Instrument shall be equally applicable to both the singular and plural forms of the terms so defined, (ii) "including" means "including, but not limited to" and "including, without limitation" and (iii) the words "hereof," "herein," "hereby," "hereunder" and words of similar import when used in this Security Instrument shall refer to this Security Instrument as a whole and not to any particular provision, article, section or other subdivision of this Security Instrument.

Section 7.25           Counterparts; Facsimile Signatures.  This Security Instrument may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument.  Any counterpart delivered by facsimile, pdf or other electronic means shall have the same import and effect as original counterparts and shall be valid, enforceable and binding for the purposes of this Security Instrument.

Borrower hereby acknowledges receipt of a true copy of the within Security Instrument.

[Remainder of page intentionally left blank;

Signature page follows.]

MORTGAGE, ASSIGNMENT OF RENTS AND LEASES,

COLLATERAL ASSIGNMENT OF PROPERTY AGREEMENTS,

SECURITY AGREEMENT AND FIXTURE FILING - Page 21

EXECUTED as of the date first above written.

BORROWER:

ATC GLIMCHER, LLC,

a Delaware limited liability company

By: GLIMCHER ASHLAND VENTURE, LLC,

            a Delaware limited liability company,

            its Sole Equity Member

 By: GLIMCHER PROPERTIES LIMITED PARTNERSHIP,

 a Delaware limited partnership,

 its Sole Member

By:  GLIMCHER PROPERTIES CORPORATION,

       a Delaware corporation,

                              its Sole General Partner

                                          By: /s/ Xxxx X. Xxxx

 Name:     Xxxx X. Xxxx

                                                Title:       Executive Vice President,

                     Chief Financial Officer and

                Treasurer

MORTGAGE, ASSIGNMENT OF RENTS AND LEASES,

COLLATERAL ASSIGNMENT OF PROPERTY AGREEMENTS,

SECURITY AGREEMENT AND FIXTURE FILING – Signature Page

ACKNOWLEDGMENT

STATE OF OHIO                                                                §

        §

COUNTY OF FRANKLIN                                                  §

This instrument was ACKNOWLEDGED before me on June 16, 2011 by XXXX X. XXXX, as Executive Vice President, Chief Financial Officer and Treasurer of GLIMCHER PROPERTIES CORPORATION, a Delaware corporation, the Sole General Partner of GLIMCHER PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership, as Sole Member of GLIMCHER ASHLAND VENTURE, LLC, a Delaware limited liability company, as Sole Equity Member of ATC GLIMCHER, LLC, a Delaware limited liability company, on behalf of said limited liability company.

[S E A L]	/s/ Xxxxxxx X. Xxxxxxxxxx
	Notary Public, State of Ohio
My Commission Expires:
	Xxxxxxx X. Xxxxxxxxxx
June 28, 2013	Printed Name of Notary Public

MORTGAGE, ASSIGNMENT OF RENTS AND LEASES,

COLLATERAL ASSIGNMENT OF PROPERTY AGREEMENTS,

SECURITY AGREEMENT AND FIXTURE FILING – Acknowledgment Page

THIS INSTRUMENT PREPARED BY

AND UPON RECORDATION, RETURN

TO:

/s/Xxxxx X. Short                                                                

Xxxxx X. Short, Esq.

Xxxxxxxx PC

5400 Renaissance Tower

0000 Xxx Xxxxxx

Xxxxxx, Xxxxx  00000

MORTGAGE, ASSIGNMENT OF RENTS AND LEASES,

COLLATERAL ASSIGNMENT OF PROPERTY AGREEMENTS,

SECURITY AGREEMENT AND FIXTURE FILING – Acknowledgment Page

EXHIBIT A

Legal Description

Parcel I - Fee Simple:

Lot 4 as per that certain plat entitled Glimcher Ashland Venture LLC, Ashland Town Center, Xxxx County, Kentucky, Final Plat, a Re-Division of Lots 1 through 4, dated January 7, 2008 and recorded January 30, 2008 in Plat Book P55, Page 35, in the office of the Clerk of Xxxx County Court, Kentucky, and being more particularly described as follows:

Being a Tract or Parcel of Land, lying and being in the City of Ashland, Xxxx County, Kentucky, totally within the Ashland Towne Center boundaries and being more particularly described as follows:

Commencing for reference at an iron pin and cap found at the southwesterly corner of Glimcher Ashland Venture LLC (Ashland Town Center), a corner to the lands (either past or present) of The United Steel Workers of America, Local 1865 and in the northerly right-of-way of Central Avenue;

Thence with said right-of-way and the line of said Glimcher Ashland Venture, LLC tract, the following four (4) courses:

1) North 57°18’04” West for a distance of 273.29 feet to an iron pin and plastic caps et this survey;

2) North 75°09’03” West for a distance of 166.05 feet to an iron pin and plastic cap set this survey;

3) South 76°03’14” West for a distance of 67.53 feet to an iron pin and plastic cap set this survey;

4) Along the arc of a curve to the left having a radius of 466.61 feet for an arc distance of 177.36 feet, the chord of said arc being subtended by a long chord bearing North 88°15’20” West for a distance of 176.29 feet to an iron pin and aluminum cap set this survey, also being THE TRUE PLACE OF BEGINNING for the land herein described;

Thence continuing along said right-of-way line and the line of said Glimcher Ashland Venture, LLC tract the following nine (9) courses:

1) Along the arc of a curve to the left having a radius of 466.61 feet for an arc distance of 28.67 feet, the chord of said arc being subtended by a long chord bearing South 79°05’51” West for a distance of 28.67 feet to an iron pin and plastic cap set this survey;

2) South 79°06’02” West for a distance of 211.95 feet to an iron pin and plastic cap set this survey;

3) Along the arc of a curve to the right having a radius of 2,246.38 feet for an arc distance of 80.58 feet, the chord of said arc being subtended by a long chord bearing South 80°26’15” West for a distance of 80.58 feet to a railroad spike set this survey;

EXHIBIT A, Legal Description - Page 1

4) South 76°20’55” West for a distance of 42.86 feet to a railroad spike set this survey;

5) South 86°46’11” West for a distance of 85.00 feet to an iron pin and plastic cap set this survey;

6) Along the arc of a curve to the left having a radius of 462.40 feet for an arc distance of 287.76 feet, the chord of said arc being subtended by a long chord bearing South 68°58’30” West for a distance of 283.14 feet to an iron pin and plastic cap set this survey;

7) South 51°08’49” West for a distance of 83.34 feet to an iron pin and plastic cap set this survey;

8) South 77°44’53” West for a distance of 66.72 feet to an iron pin and plastic cap set this survey;

9) Along the arc of a curve to the right having a radius of 1,860.00 feet for an arc distance of 135.26 feet, the chord of said arc being subtended by a long chord bearing South 79°49’53” West for a distance of 135.23 feet to an iron pin and plastic cap set in the easterly right-of-way line of the C & O Railway Company;

Thence along the right-of-way of said C & O Railway Company the following eight (8) courses;

1) Along the arc of a curve to the right having a radius of 1,120.92 feet for an arc distance of 405.43 feet, the chord of said arc being subtended by a long chord bearing North 58°20’31” East for a distance of 403.22 feet to an iron pin and plastic cap set this survey;

2) North 89°06’04” West for a distance of 167.20 feet to an iron pin and cap found;

3) North 40°26’26” East for a distance of 26.15 feet to an iron pin and cap found;

4) Along the arc of a curve to the left having a radius of 541.67 feet for an arc distance of 635.08 feet, the chord of said arc being subtended by a long chord bearing North 6°51’09” East for a distance of 599.33 feet to an iron pin and plastic cap set this survey;

5) North 26°44’09” West for a distance of 161.31 feet to an iron pin and plastic cap set this survey;

6) Along the arc of a curve to the right having a radius of 3,166.31 feet for an arc distance of 550.72 feet, the chord of said arc being subtended by a long chord bearing North 21°45’11” West for a distance of 550.03 feet to an iron pin and plastic cap set this survey;

7) North 16°46’13” West for a distance of 315.30 feet to an iron pin and plastic cap set this survey;

8) Along the arc of a curve to the left having a radius of 975.37 feet for an arc distance of 129.33 feet, the chord of said arc being subtended by a long chord bearing North 20°34’08” West for a distance of 129.24 feet to an iron pin and plastic cap in the existing southerly right-of-way of U. S. Xxxxx Xx. 00 (Xxxxxxxxxx Xxxxxx);

Thence leaving said right-of-way of C & O Railway Company along the existing southerly right-of-way of U. S. Route No. 23 (Winchester Avenue) the following sixteen (16) courses:

EXHIBIT A, Legal Description - Page 2

1) South 63°55’31” East for a distance of 205.45 feet to an iron pin and plastic cap set this survey;

2) South 63°55’42” East for a distance of 383.00 feet to an iron pin and plastic cap set this survey;

3) South 48°29’23” East for a distance of 65.82 feet to an iron pin and plastic cap set this survey;

4) South 56°28’05” East for a distance of 153.31 feet to an iron pin and plastic cap set this survey;

5) South 66°39’53” East for a distance of 185.08 feet to an iron pin and plastic cap set this survey;

6) North 42°24’39” East for a distance of 8.40 feet to an iron pin and plastic cap set this survey;

7) South 73°30’49” East for a distance of 59.30 feet to a found concrete right-of-way monument;

8) South 60°15’53” East for a distance of 246.68 feet to an iron pin and plastic cap set this survey;

9) South 65°01’11” East for a distance of 50.34 feet;

10) South 57°40’52” East for a distance of 102.36 feet;

11) North 32°42’38” East for a distance of 5.51 feet;

12) South 57°18’10” East for a distance of 299.00 feet;

13) South 32°42’38” West for a distance of 5.50 feet to an iron pin and aluminum cap set this survey;

14) South 61°52’56” East for a distance of 62.44 feet;

15) South 32°42’38” West for a distance of 17.50 feet to an iron pin and aluminum cap set this survey;

16) South 57°17’22” East for a distance of 112.26 feet to an iron pin and aluminum cap set this survey being in the easterly line of Lot No. 4 of said Glimcher Ashland Venture, LLC plat;

Thence leaving the existing southerly right-of-way of U. S. Route No. 23 (Winchester Avenue) along the easterly line of said Lot No. 4 the following seven (7) courses;

1) South 32°45’16” West for a distance of 21.98 feet;

2) North 57°17’03” West for a distance of 66.27 feet;

3) Along the arc of a curve to the left having a radius of 180.09 feet for an arc distance of 84.31 feet, the chord of said arc being subtended by a long chord bearing South 79°08’29” East for a distance of 83.55 feet;

4) Along the arc of a curve to the right having a radius of 345.93 feet for an arc distance of 117.16 feet, the chord of said arc being subtended by a long chord bearing South 87°32’32” East for a distance of 116.60 feet;

5) South 32°34’39” West for a distance of 295.55 feet;

6) South 24°18’06” West for a distance of 63.46 feet;

7) South 13°43’03” West for a distance of 449.84 feet to the TRUE PLACE OF BEGINNING and containing 1,303,228 square feet or 29.918 acres.

EXHIBIT A, Legal Description - Page 3

Parcel II, NORTHSIDE (THEATER LEASE TRACT):

BEGINNING at an iron pin found in the northerly right-of-way line of U. S. Route 23 and being a corner to the lands of XxXxxxxx Enterprises, Inc., (refer to Deed Book 549, Page 564), said iron pin bears North 57°05’41” West, 193.44 feet from the intersection of said northerly line of U. S. Route 23 with the westerly right-of-way line of Town Center Drive;

Thence, with the said line of U. S. Route 23, North 57°05’41” West, 194.98 feet;

Thence, South 32°42’45” West, 1.61 feet;

Thence, North 56°07’20” West, 306.07 feet to a point in the easterly right-of-way line of Armco Road;

Thence, with said line of Armco Road, North 32°42’45” East, 296.92 feet;

Thence, South 57°07’13” East, 275.06 feet;

Thence, South 32°42’45” West, 14.70 feet;

Thence, South 57°07’13” East, 30.95 feet;

Thence, North 32°42’45” East, 14.70 feet;

Thence, South 57°07’13” East, 195.86 feet to an iron pin found, corner to aforesaid XxXxxxxx Enterprises, Inc.;

Thence, with said line of XxXxxxxx, South 32°52’47” West, 300.73 feet to the point of beginning containing 3.443 acres.

Parcel III, (XXXXX TRACT):

Lot 2 as per that certain plat entitled Glimcher Ashland Venture LLC, Ashland Town Center, Xxxx County, Kentucky, Final Plat, a Re-Division of Lots 1 through 4, dated January 7, 2008 and recorded January 30, 2008 in Plat Book P55, Page 35 in the office of the Clerk of Xxxx County Court, Kentucky, and being more particularly described as follows:

Being a Tract or Parcel of Land lying and being in the City of Ashland, Xxxx County, Kentucky, totally within the Ashland Town Center boundaries and being more particularly described as follows:

Beginning for reference as an iron pin and cap found at the southwesterly corner of Glimcher Ashland Venture LLC (Ashland Town Center), a corner to lands (either past or present) of  The United Steel Workers of America, Local 1865 and in the Northerly right-of-way line of Central Avenue; Thence with said right-of-way and the line of said Glimcher Ashland Venture LLC, North 57°18’04” West, 39.78 feet to an iron pin and aluminum cap set this survey, said point being the TRUE PLACE OF BEGINNING of this description;

EXHIBIT A, Legal Description - Page 4

Thence continuing with said right-of-way North 57°18’04” West, 233.51 feet to an iron pin and plastic cap set this survey;

Thence North 75°09’03” West, 166.05 feet to an iron pin and plastic cap set this survey;

Thence South 76°03’14” West, 67.53 feet to an iron pin and plastic cap set this survey;

Thence with a curve to the left having a radius of 466.61 feet, an arc length of 177.36 feet, Long Chord Bears North 88°15’20” West, 176.29 feet to an iron pin and aluminum cap set this survey;

Thence leaving said right-of-way of Central Avenue and with a severance line through Glimcher Ashland Venture LLC, North 13°43’03” East, 449.84 feet to a ½” diameter drill hole on concrete;

Thence continuing North 24°18’06” East, 63.46 feet to a point;

Thence North 32°34’39” East, 295.55 feet to an iron pin with aluminum cap set this survey;

Thence with a curve to the left having a radius of 345.93 feet, an arc length of 117.16 feet, Long Chord Bears South 87°32’32” East, 116.60 feet to an iron pin and aluminum cap set this survey;

Thence with a curve to the right having a radius of 180.09 feet, an arc length of 84.31 feet, Long Chord Bears South 79°08’29” East, 83.55 feet to a ½” diameter drill hole on concrete;

Thence South 57°17’03” East, 66.27 feet to a ½” diameter drill hole on concrete;

Thence South 32°45’16” West, 184.77 feet to an iron pin and aluminum cap set this survey;

Thence South 57°14’44” East, 135.22 feet to an iron pin and aluminum cap set this survey;

Thence South 32°45’16” West, 126.93 feet to an iron pin and aluminum cap set this survey;

Thence South 62°10’05” East, 117.28 feet to an iron pin and aluminum cap set this survey;

Thence South 13°28’37” West, 292.33 feet to a rail spike set this survey;

Thence South 57°15’35” East, 77.60 feet to a rail spike set this survey;

Thence with a curve to the right having a radius of 75.00 feet, an arc length of 113.26 feet, Long Chord Bears South 13°59’57” East, 102.80 feet to a rail spike set this survey;

Thence South 32°08’46” West, 34.34 feet to the TRUE POINT OF BEGINNING, containing 331,403.5 square feet or 7.608 acres.

(Any reference to acreage or square footage is for informational purposes only.)

Parcel III - Easements:

Together with those rights and easements constituting rights in real property created defined and limited by that certain Declaration of Ingress, Egress and Parking Easement by Ashland Town Center, an Ohio general partnership, ATC, dated August 6, 1991 and recorded in Deed Book 549, Page 564, in the Clerk’s Office of Xxxx County, Kentucky.

BEING the same property conveyed to ATC GLIMCHER, LLC, a Delaware limited liability company by Deed dated June __, 2011 of record in Deed Book ______, Page ________, in the Office of the Clerk of Xxxx County, Kentucky.

EXHIBIT A, Legal Description - Page 5

EXHIBIT B

Special Provisions for the State of Kentucky

THIS EXHIBIT B is attached to and made a part of that certain Mortgage, Assignment of Rents and Leases, Collateral Assignment of Property Agreements, Security Agreement and Fixture Filing dated as of June 22, 2011 (the "Security Instrument"), executed and delivered by ATC GLIMCHER, LLC, a Delaware limited liability company, mortgagor for all purposes hereunder (together with its permitted successors and permitted assigns, "Borrower"), for the benefit of XXXXXXX XXXXX COMMERCIAL MORTGAGE CAPITAL, L.P., a Delaware limited partnership, mortgagee for all purposes hereunder (together with all its successors and assigns, "Lender").  This Exhibit B is hereby incorporated by reference into and made a part of the Security Instrument as if fully set forth therein.  All provisions and terms of the Security Instrument not otherwise amended or modified herein shall remain in full force and effect, and all definitions contained in the Security Instrument shall have the same meanings for purposes of this Exhibit B, except as otherwise specifically defined or modified hereby.

1.           Principals of Construction.  In the event of any inconsistencies between the terms and provisions of this Exhibit B and the terms and provision of the other Sections and Articles of the Security Instrument, the terms and provisions of this Exhibit B shall govern and control.

2.           Mortgage.  In accordance with the provisions of Kentucky Revised Statute Section 382.520(2), this Security Instrument is given to, and the parties intend that it shall secure, among other items, indebtedness in a maximum amount of Forty-Six Million Two Hundred Eighty Two Thousand Five Hundred and No/100 Dollars ($46,282,500.00) evidenced by the Note, which indebtedness may include advances made by Lender after this Security Instrument is filed of record.  The making of such advances is obligatory on the part of the Lender subject to the terms and conditions provided for in the Note, Loan  Agreement, Security Instrument and Loan Documents.  The maximum amount of the unpaid balance of such Indebtedness, in the aggregate and exclusive of interest thereon, which is or will be outstanding at any time, is that set forth above, provided that this Security Instrument shall also secure unpaid balances of advances made for the payment of taxes, assessments, insurance premiums or costs incurred for the protection of the Property.

EXHIBIT B, Special Provisions for the State of Kentucky - Page 1