GLIMCHER REALTY TRUST
EX-10.7
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>9
<FILENAME>l02933aexv10w7.txt
<DESCRIPTION>EX-10.7
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.7

                                    GUARANTY
                                    --------
                  This GUARANTY (this "Guaranty") is executed as of August 27,
2003 by GLIMCHER PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership
(whether one or more collectively referred to as "Guarantor"), for the benefit
of MORGAN STANLEY MORTGAGE CAPITAL INC., a New York corporation ("Lender").

                              W I T N E S S E T H:
                              -------------------

                  WHEREAS, pursuant to those certain Promissory Notes, dated of
even date herewith, executed by Glimcher WestShore, LLC, a Delaware limited
liability company ("Borrower") and payable to the order of Lender in the
aggregate principal amount of One Hundred Million and No/100 Dollars
($100,000,000) (together with all renewals, modifications, increases and
extensions thereof, the "Note"), Borrower has become indebted, and may from time
to time be further indebted, to Lender with respect to a loan (the "Loan") which
is made pursuant to that certain Loan Agreement, dated of even date herewith,
between Borrower and Lender (the "Loan Agreement");

                  WHEREAS, Lender is not willing to make the Loan, or otherwise
extend credit, to Borrower unless Guarantor unconditionally guarantees payment
and performance to Lender of the Guaranteed Obligations (as herein defined); and

                  WHEREAS, Guarantor is the owner of a direct or indirect
interest in Borrower, and Guarantor will directly benefit from Lender's making
the Loan to Borrower.

                  NOW, THEREFORE, as an inducement to Lender to make the Loan to
Borrower and to extend such additional credit as Lender may from time to time
agree to extend under the Loan Documents, and for other good and valuable
consideration, the receipt and legal sufficiency of which are hereby
acknowledged, the parties do hereby agree as follows:

                                    ARTICLE I

                          NATURE AND SCOPE OF GUARANTY
                          ----------------------------
                  1.1      Guaranty of Obligation. Guarantor hereby irrevocably
and unconditionally guarantees to Lender and its successors and assigns the
payment and performance of the Guaranteed Obligations as and when the same shall
be due and payable, whether by lapse of time, by acceleration of maturity or
otherwise. Guarantor hereby irrevocably and unconditionally covenants and agrees
that it is liable for the Guaranteed Obligations as a primary obligor.

                  1.2      Definition of Guaranteed Obligations. As used herein,
the term "GUARANTEED OBLIGATIONS" means the obligations or liabilities of
Borrower to Lender for any

<PAGE>

loss, damage, cost, expense, liability, claim or other obligation incurred by
Lender (including attorneys' fees and costs reasonably incurred) arising out of
or in connection with the following:

                           (a)      fraud or intentional misrepresentation by
         Borrower or Guarantor in connection with the Loan;

                           (b)      the willful misconduct by Borrower or
         Guarantor in connection with the Loan;

                           (c)      the breach of any representation, warranty,
         covenant or indemnification provision in the Environmental Indemnity or
         in the Mortgage concerning environmental laws, hazardous substances and
         asbestos and any indemnification of Lender with respect thereto in
         either document;

                           (d)      the misapplication or conversion by Borrower
         of (i) any insurance proceeds paid by reason of any loss, damage or
         destruction to the Property, (ii) any awards or other amounts received
         in connection with the Condemnation of all or a portion of the Property
         and (iii) any Rents following an Event of Default;

                           (e)      any security deposits, advance deposits or
         other deposits collected with respect to the Property which are not
         delivered to Lender upon a foreclosure of the Property or action in
         lieu thereof, except to the extent any such security deposits were
         applied in accordance with the terms and conditions of any of the
         Leases;

                           (f)      the breach by Borrower of Borrower's
         indemnification obligations set forth in Section 9.2 of the Loan
         Agreement; or

                           (g)      failure of Borrower to maintain its status
         as a single purpose entity as required by, and in accordance with the
         terms and provisions of, the Loan Agreement.

                  Notwithstanding anything to the contrary in any of the Loan
Documents, (i) Lender shall not be deemed to have waived any right which Lender
may have under Section 506(a), 506(b), 1111(b) or any other provisions of the
U.S. Bankruptcy Code to file a claim for the full amount of the Debt or to
require that all collateral shall continue to secure all of the Debt owing to
Lender in accordance with the Loan Documents and (ii) Guarantor shall be liable
for the full amount of the Debt in the event that (A) Borrower fails to obtain
Lender's prior written consent to any subordinate mortgage financing or other
voluntary lien encumbering the Property in connection with such subordinate
mortgage financing; (B) Borrower fails to obtain Lender's prior written consent
to any assignment, transfer, or conveyance of the Property or any interest
therein as required by the Loan Agreement or the Mortgage; (C) Borrower files a
voluntary petition under the Bankruptcy code or any other Federal or state
bankruptcy or insolvency law; (D) an Affiliate, officer, director, or
representative which controls, directly or indirectly, Borrower files, or joins
in the filing of, an involuntary petition against Borrower under the Bankruptcy
Code or any other Federal or state bankruptcy or insolvency law, or solicits or
causes to be solicited petitioning creditors for any involuntary petition
against Borrower from any Person; (E) Borrower files an answer consenting to or
joining in any involuntary petition filed against it, by any other Person under
the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law,
or solicits or causes to be solicited petitioning creditors for any

                                       -2-
<PAGE>

involuntary petition from any Person; (F) any Affiliate, officer, director, or
representative which controls Borrower consents to or joins in an application
for the appointment of a custodian, receiver, trustee, or examiner for Borrower
or any portion of the Property; or (G) Borrower makes an assignment for the
benefit of creditors, or admits, in writing or in any legal proceeding, its
insolvency or inability to pay its debts as they become due.

                  1.3      Nature of Guaranty. This Guaranty is an irrevocable,
absolute, continuing guaranty of payment and performance and not a guaranty of
collection. This Guaranty may not be revoked by Guarantor and shall continue to
be effective with respect to any Guaranteed Obligations arising or created after
any attempted revocation by Guarantor and after (if Guarantor is a natural
person) Guarantor's death (in which event this Guaranty shall be binding upon
Guarantor's estate and Guarantor's legal representatives and heirs). The fact
that at any time or from time to time the Guaranteed Obligations may be
increased or reduced shall not release or discharge the obligation of Guarantor
to Lender with respect to the Guaranteed Obligations. This Guaranty may be
enforced by Lender and any subsequent holder of the Note and shall not be
discharged by the assignment or negotiation of all or part of the Note.

                  1.4      Guaranteed Obligations Not Reduced by Offset. The
Guaranteed Obligations and the liabilities and obligations of Guarantor to
Lender hereunder shall not be reduced, discharged or released because or by
reason of any existing or future offset, claim or defense of Borrower or any
other party against Lender or against payment of the Guaranteed Obligations,
whether such offset, claim or defense arises in connection with the Guaranteed
Obligations (or the transactions creating the Guaranteed Obligations) or
otherwise.

                  1.5      Payment by Guarantor. If all or any part of the
Guaranteed Obligations shall not be punctually paid when due, whether at demand,
maturity, acceleration or otherwise, Guarantor shall, immediately upon demand by
Lender and without presentment, protest, notice of protest, notice of
non-payment, notice of intention to accelerate the maturity, notice of
acceleration of the maturity or any other notice whatsoever, pay in lawful money
of the United States of America, the amount due on the Guaranteed Obligations to
Lender at Lender's address as set forth herein. Such demand(s) may be made at
any time coincident with or after the time for payment of all or part of the
Guaranteed Obligations and may be made from time to time with respect to the
same or different items of Guaranteed Obligations. Such demand shall be deemed
made, given and received in accordance with the notice provisions hereof.

                  1.6      No Duty to Pursue Others. It shall not be necessary
for Lender (and Guarantor hereby waives any rights which Guarantor may have to
require Lender), in order to enforce the obligations of Guarantor hereunder,
first to (i) institute suit or exhaust its remedies against Borrower or others
liable on the Loan or the Guaranteed Obligations or any other person, (ii)
enforce Lender's rights against any collateral which shall ever have been given
to secure the Loan, (iii) enforce Lender's rights against any other guarantors
of the Guaranteed Obligations, (iv) join Borrower or any others liable on the
Guaranteed Obligations in any action seeking to enforce this Guaranty, (v)
exhaust any remedies available to Lender against any collateral which shall ever
have been given to secure the Loan, or (vi) resort to any other means of
obtaining payment of the Guaranteed Obligations. Lender shall not be required to
mitigate damages or take any other action to reduce, collect or enforce the
Guaranteed Obligations.

                                       -3-
<PAGE>

                  1.7      Waivers. Guarantor agrees to the provisions of the
Loan Documents and hereby waives notice of (i) any loans or advances made by
Lender to Borrower, (ii) acceptance of this Guaranty, (iii) any amendment or
extension of the Note, the Mortgage, the Loan Agreement or of any other Loan
Documents, (iv) the execution and delivery by Borrower and Lender of any other
loan or credit agreement or of Borrower's execution and delivery of any
promissory notes or other documents arising under the Loan Documents or in
connection with the Property, (v) the occurrence of any breach by Borrower or an
Event of Default, (vi) Lender's transfer or disposition of the Guaranteed
Obligations, or any part thereof, (vii) sale or foreclosure (or posting or
advertising for sale or foreclosure) of any collateral for the Guaranteed
Obligations, (viii) protest, proof of non-payment or default by Borrower, or
(ix) any other action at any time taken or omitted by Lender and, generally, all
demands and notices of every kind in connection with this Guaranty, the Loan
Documents, any documents or agreements evidencing, securing or relating to any
of the Guaranteed Obligations and the obligations hereby guaranteed.

                  1.8      Payment of Expenses. In the event that Guarantor
should breach or fail to timely perform any provisions of this Guaranty,
Guarantor shall, immediately upon demand by Lender, pay Lender all costs and
expenses (including court costs and attorneys' fees) incurred by Lender in the
enforcement hereof or the preservation of Lender's rights hereunder. The
covenant contained in this Section shall survive the payment and performance of
the Guaranteed Obligations.

                  1.9      Effect of Bankruptcy. In the event that pursuant to
any insolvency, bankruptcy, reorganization, receivership or other debtor relief
law or any judgment, order or decision thereunder, Lender must rescind or
restore any payment or any part thereof received by Lender in satisfaction of
the Guaranteed Obligations, as set forth herein, any prior release or discharge
from the terms of this Guaranty given to Guarantor by Lender shall be without
effect and this Guaranty shall remain in full force and effect. It is the
intention of Borrower and Guarantor that Guarantor's obligations hereunder shall
not be discharged except by Guarantor's performance of such obligations and then
only to the extent of such performance.

                  1.10     Waiver of Subrogation, Reimbursement and
Contribution. Notwithstanding anything to the contrary contained in this
Guaranty, Guarantor hereby unconditionally and irrevocably waives, releases and
abrogates any and all rights it may now or hereafter have under any agreement,
at law or in equity (including, without limitation, any law subrogating the
Guarantor to the rights of Lender), to assert any claim against or seek
contribution, indemnification or any other form of reimbursement from Borrower
or any other party liable for payment of any or all of the Guaranteed
Obligations for any payment made by Guarantor under or in connection with this
Guaranty or otherwise.

                  1.11     Borrower. The term "BORROWER" as used herein shall
include any new or successor corporation, association, partnership (general or
limited), limited liability company joint venture, trust or other individual or
organization formed as a result of any merger, reorganization, sale, transfer,
devise, gift or bequest of Borrower or any interest in Borrower.

                                       -4-
<PAGE>

                                   ARTICLE II

                      EVENTS AND CIRCUMSTANCES NOT REDUCING
                     OR DISCHARGING GUARANTOR'S OBLIGATIONS
                     --------------------------------------

                  Guarantor hereby consents and agrees to each of the following
and agrees that Guarantor's obligations under this Guaranty shall not be
released, diminished, impaired, reduced or adversely affected by any of the
following and waives any common law, equitable, statutory or other rights
(including without limitation rights to notice) which Guarantor might otherwise
have as a result of or in connection with any of the following:

                  2.1      Modifications. Any renewal, extension, increase,
modification, alteration or rearrangement of all or any part of the Guaranteed
Obligations, the Note, the Mortgage, the Loan Agreement, the other Loan
Documents or any other document, instrument, contract or understanding between
Borrower and Lender or any other parties pertaining to the Guaranteed
Obligations or any failure of Lender to notify Guarantor of any such action.

                  2.2      Adjustment. Any adjustment, indulgence, forbearance
or compromise that might be granted or given by Lender to Borrower or any
Guarantor.

                  2.3      Condition of Borrower or Guarantor. The insolvency,
bankruptcy, arrangement, adjustment, composition, liquidation, disability,
dissolution or lack of power of Borrower, Guarantor or any other party at any
time liable for the payment of all or part of the Guaranteed Obligations; or any
dissolution of Borrower or Guarantor or any sale, lease or transfer of any or
all of the assets of Borrower or Guarantor or any changes in the shareholders,
partners or members of Borrower or Guarantor; or any reorganization of Borrower
or Guarantor.

                  2.4      Invalidity of Guaranteed Obligations. The invalidity,
illegality or unenforceability of all or any part of the Guaranteed Obligations
or any document or agreement executed in connection with the Guaranteed
Obligations for any reason whatsoever, including without limitation the fact
that (i) the Guaranteed Obligations or any part thereof exceeds the amount
permitted by law, (ii) the act of creating the Guaranteed Obligations or any
part thereof is ultra vires, (iii) the officers or representatives executing the
Note, the Mortgage, the Loan Agreement or the other Loan Documents or otherwise
creating the Guaranteed Obligations acted in excess of their authority, (iv) the
Guaranteed Obligations violate applicable usury laws, (v) the Borrower has valid
defenses, claims or offsets (whether at law, in equity or by agreement) which
render the Guaranteed Obligations wholly or partially uncollectible from
Borrower, (vi) the creation, performance or repayment of the Guaranteed
Obligations (or the execution, delivery and performance of any document or
instrument representing part of the Guaranteed Obligations or executed in
connection with the Guaranteed Obligations or given to secure the repayment of
the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (vii)
the Note, the Mortgage, the Loan Agreement or any of the other Loan Documents
have been forged or otherwise are irregular or not genuine or authentic, it
being agreed that Guarantor shall remain liable hereon regardless of whether
Borrower or any other person be found not liable on the Guaranteed Obligations
or any part thereof for any reason.

                  2.5      Release of Obligors. Any full or partial release of
the liability of Borrower on the Guaranteed Obligations or any part thereof, or
of any co-guarantors, or any

                                       -5-
<PAGE>

other Person now or hereafter liable, whether directly or indirectly, jointly,
severally, or jointly and severally, to pay, perform, guarantee or assure the
payment of the Guaranteed Obligations, or any part thereof, it being recognized,
acknowledged and agreed by Guarantor that Guarantor may be required to pay the
Guaranteed Obligations in full without assistance or support of any other party,
and Guarantor has not been induced to enter into this Guaranty on the basis of a
contemplation, belief, understanding or agreement that other parties will be
liable to pay or perform the Guaranteed Obligations, or that Lender will look to
other parties to pay or perform the Guaranteed Obligations.

                  2.6      Other Collateral. The taking or accepting of any
other security, collateral or guaranty, or other assurance of payment, for all
or any part of the Guaranteed Obligations.

                  2.7      Release of Collateral. Any release, surrender,
exchange, subordination, deterioration, waste, loss or impairment (including
without limitation negligent, willful, unreasonable or unjustifiable impairment)
of any collateral, property or security at any time existing in connection with,
or assuring or securing payment of, all or any part of the Guaranteed
Obligations.

                  2.8      Care and Diligence. The failure of Lender or any
other party to exercise diligence or reasonable care in the preservation,
protection, enforcement, sale or other handling or treatment of all or any part
of any collateral, property or security, including but not limited to any
neglect, delay, omission, failure or refusal of Lender (i) to take or prosecute
any action for the collection of any of the Guaranteed Obligations or (ii) to
foreclose, or initiate any action to foreclose, or, once commenced, prosecute to
completion any action to foreclose upon any security therefor, or (iii) to take
or prosecute any action in connection with any instrument or agreement
evidencing or securing all or any part of the Guaranteed Obligations.

                  2.9      Unenforceability. The fact that any collateral,
security, security interest or lien contemplated or intended to be given,
created or granted as security for the repayment of the Guaranteed Obligations,
or any part thereof, shall not be properly perfected or created, or shall prove
to be unenforceable or subordinate to any other security interest or lien, it
being recognized and agreed by Guarantor that Guarantor is not entering into
this Guaranty in reliance on, or in contemplation of the benefits of, the
validity, enforceability, collectibility or value of any of the collateral for
the Guaranteed Obligations.

                  2.10     Offset. The Note, the Guaranteed Obligations and the
liabilities and obligations of the Guarantor to Lender hereunder shall not be
reduced, discharged or released because of or by reason of any existing or
future right of offset, claim or defense of Borrower against Lender, or any
other party, or against payment of the Guaranteed Obligations, whether such
right of offset, claim or defense arises in connection with the Guaranteed
Obligations (or the transactions creating the Guaranteed Obligations) or
otherwise.

                  2.11     Merger. The reorganization, merger or consolidation
of Borrower into or with any other Person.

                                       -6-
<PAGE>

                  2.12     Preference. Any payment by Borrower to Lender is held
to constitute a preference under bankruptcy laws or for any reason Lender is
required to refund such payment or pay such amount to Borrower or someone else.

                  2.13     Other Actions Taken or Omitted. Any other action
taken or omitted to be taken with respect to the Loan Documents, the Guaranteed
Obligations, or the security and collateral therefor, whether or not such action
or omission prejudices Guarantor or increases the likelihood that Guarantor will
be required to pay the Guaranteed Obligations pursuant to the terms hereof, it
is the unambiguous and unequivocal intention of Guarantor that Guarantor shall
be obligated to pay the Guaranteed Obligations when due, notwithstanding any
occurrence, circumstance, event, action, or omission whatsoever, whether
contemplated or uncontemplated, and whether or not otherwise or particularly
described herein, which obligation shall be deemed satisfied only upon the full
and final payment and satisfaction of the Guaranteed Obligations.

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------

                  To induce Lender to enter into the Loan Documents and extend
credit to Borrower, Guarantor represents and warrants to Lender as follows:

                  3.1      Benefit. Guarantor is an Affiliate of Borrower, is
the owner of a direct or indirect interest in Borrower, and has received, or
will receive, direct or indirect benefit from the making of this Guaranty with
respect to the Guaranteed Obligations.

                  3.2      Familiarity and Reliance. Guarantor is familiar with,
and has independently reviewed books and records regarding, the financial
condition of the Borrower and is familiar with the value of any and all
collateral intended to be created as security for the payment of the Note or
Guaranteed Obligations; however, Guarantor is not relying on such financial
condition or the collateral as an inducement to enter into this Guaranty.

                  3.3      No Representation by Lender. Neither Lender nor any
other party has made any representation, warranty or statement to Guarantor in
order to induce the Guarantor to execute this Guaranty.

                  3.4      Guarantor's Financial Condition. As of the date
hereof, and after giving effect to this Guaranty and the contingent obligation
evidenced hereby, Guarantor is and will be solvent and has and will have assets
which, fairly valued, exceed its obligations, liabilities (including contingent
liabilities) and debts, and has and will have property and assets sufficient to
satisfy and repay its obligations and liabilities.

                  3.5      Legality. The execution, delivery and performance by
Guarantor of this Guaranty and the consummation of the transactions contemplated
hereunder do not and will not contravene or conflict with any law, statute or
regulation whatsoever to which Guarantor is subject or constitute a default (or
an event which with notice or lapse of time or both would constitute a default)
under, or result in the breach of, any indenture, mortgage, charge, lien, or any
contract, agreement or other instrument to which Guarantor is a party or which
may be applicable to Guarantor. This Guaranty is a legal and binding obligation
of Guarantor and is

                                       -7-
<PAGE>

enforceable in accordance with its terms, except as limited by bankruptcy,
insolvency or other laws of general application relating to the enforcement of
creditors' rights.

                  3.6      Survival. All representations and warranties made by
Guarantor herein shall survive the execution hereof.

                                   ARTICLE IV

                      SUBORDINATION OF CERTAIN INDEBTEDNESS
                      -------------------------------------

                  4.1      Subordination of All Guarantor Claims. As used
herein, the term "Guarantor Claims" shall mean all debts and liabilities of
Borrower to Guarantor, whether such debts and liabilities now exist or are
hereafter incurred or arise, or whether the obligations of Borrower thereon be
direct, contingent, primary, secondary, several, joint and several, or
otherwise, and irrespective of whether such debts or liabilities be evidenced by
note, contract, open account, or otherwise, and irrespective of the person or
persons in whose favor such debts or liabilities may, at their inception, have
been, or may hereafter be created, or the manner in which they have been or may
hereafter be acquired by Guarantor. The Guarantor Claims shall include without
limitation all rights and claims of Guarantor against Borrower (arising as a
result of subrogation or otherwise) as a result of Guarantor's payment of all or
a portion of the Guaranteed Obligations. After the occurrence of an Event of
Default or the occurrence of an event which would, with the giving of notice or
the passage of time, or both, constitute an Event of Default, Guarantor shall
not receive or collect, directly or indirectly, from Borrower or any other party
any amount upon the Guarantor Claims.

                  4.2      Claims in Bankruptcy. In the event of receivership,
bankruptcy, reorganization, arrangement, debtor's relief, or other insolvency
proceedings involving Guarantor as debtor, Lender shall have the right to prove
its claim in any such proceeding so as to establish its rights hereunder and
receive directly from the receiver, trustee or other court custodian dividends
and payments which would otherwise be payable upon Guarantor Claims. Guarantor
hereby assigns such dividends and payments to Lender. Should Lender receive, for
application against the Guaranteed Obligations, any dividend or payment which is
otherwise payable to Guarantor and which, as between Borrower and Guarantor,
shall constitute a credit against the Guarantor Claims, then, upon payment to
Lender in full of the Guaranteed Obligations, Guarantor shall become subrogated
to the rights of Lender to the extent that such payments to Lender on the
Guarantor Claims have contributed toward the liquidation of the Guaranteed
Obligations, and such subrogation shall be with respect to that proportion of
the Guaranteed Obligations which would have been unpaid if Lender had not
received dividends or payments upon the Guarantor Claims.

                  4.3      Payments Held in Trust. In the event that,
notwithstanding anything to the contrary in this Guaranty, Guarantor should
receive any funds, payment, claim or distribution which is prohibited by this
Guaranty, Guarantor agrees to hold in trust for Lender an amount equal to the
amount of all funds, payments, claims or distributions so received, and agrees
that it shall have absolutely no dominion over the amount of such funds,
payments, claims or distributions so received except to pay them promptly to
Lender, and Guarantor covenants promptly to pay the same to Lender.

                                       -8-
<PAGE>

                  4.4      Liens Subordinate. Guarantor agrees that any liens,
security interests, judgment liens, charges or other encumbrances upon
Borrower's assets securing payment of the Guarantor Claims shall be and remain
inferior and subordinate to any liens, security interests, judgment liens,
charges or other encumbrances upon Borrower's assets securing payment of the
Guaranteed Obligations, regardless of whether such encumbrances in favor of
Guarantor or Lender presently exist or are hereafter created or attach. Without
the prior written consent of Lender, Guarantor shall not (i) exercise or enforce
any creditor's right it may have against Borrower, or (ii) foreclose, repossess,
sequester or otherwise take steps or institute any action or proceedings
(judicial or otherwise, including without limitation the commencement of, or
joinder in, any liquidation, bankruptcy, rearrangement, debtor's relief or
insolvency proceeding) to enforce any liens, mortgage, deeds of trust, security
interests, collateral rights, judgments or other encumbrances on assets of
Borrower held by Guarantor.

                                    ARTICLE V

                                  MISCELLANEOUS
                                  -------------

                  5.1      Waiver. No failure to exercise, and no delay in
exercising, on the part of Lender, any right hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise thereof preclude any other or
further exercise thereof or the exercise of any other right. The rights of
Lender hereunder shall be in addition to all other rights provided by law. No
modification or waiver of any provision of this Guaranty, nor consent to
departure therefrom, shall be effective unless in writing and no such consent or
waiver shall extend beyond the particular case and purpose involved. No notice
or demand given in any case shall constitute a waiver of the right to take other
action in the same, similar or other instances without such notice or demand.

                  5.2      Notices. All notices given hereunder shall be in
writing and shall be either hand delivered or mailed, by registered U.S. mail,
Return Receipt Requested, first class postage prepaid, to the parties at their
respective addresses below or at such other address for any party as such party
may designate by notice to the other parties hereto:

                 If to Lender:      Morgan Stanley Mortgage Capital Inc.
                                    1221 Avenue of the Americas, 27th Floor
                                    New York, New York 10020
                                    Attention: James Flaum & Kevin Swartz
                                    Facsimile No.: (212)762-9494

                 with a copy to:    Cadwalader, Wickersham & Taft LLP
                                    100 Maiden Lane
                                    New York, New York 10038
                                    Attention: John M. Zizzo, Esq.
                                    Facsimile No. (212)504-6666

                 If to Guarantor:   Glimcher Properties Limited Partnership
                                    150 East Gay Street
                                    Columbus, Ohio 43215

                                       -9-
<PAGE>

                                    Attention: George A. Schmidt, Senior Vice
                                    President
                                    Facsimile No. (614)621-9311

                 with a copy to:    Squire Sanders & Dempsey L.L.P.
                                    1300 Huntington Center
                                    41 South High Street
                                    Columbus, Ohio 43215-6197
                                    Attention: Kim A. Rieck, Esq.
                                    Facsimile No. (614)365-2499

                  5.3      Governing Law; Submission to Jurisdiction. This
Guaranty shall be governed by and construed in accordance with the laws of the
State of New York pursuant to Section 5-1401 of the New York General Obligations
Law (without regard to any other principles of conflict of laws) and the
applicable laws of the United States of America. Any legal suit, action or
proceeding against Lender or Guarantor arising out of or relating to this
Guaranty may at Lender's option be instituted in any Federal or State court in
the City of New York, County of New York, pursuant to Section 5-1402 of the New
York General Obligations Law and Guarantor waives any objections which it may
now or hereafter have based on venue and/or forum non conveniens of any such
suit, action or proceeding, and Guarantor hereby irrevocably submits to the
jurisdiction of any such court in any suit, action or proceeding. Guarantor does
hereby designate and appoint:

                           Corporation Service Company
                           80 State Street
                           Albany, New York 12207-2543

as its authorized agent to accept and acknowledge on its behalf service of any
and all process which may be served in any such suit, action or proceeding in
any Federal or State court in New York, New York, and agrees that service of
process upon said agent at said address and written notice of said service
mailed or delivered to Guarantor in the manner provided herein shall be deemed
in every respect effective service of process upon Guarantor in any such suit,
action or proceeding in the State of New York.

                  5.4      Invalid Provisions. If any provision of this Guaranty
is held to be illegal, invalid, or unenforceable under present or future laws
effective during the term of this Guaranty, such provision shall be fully
severable and this Guaranty shall be construed and enforced as if such illegal,
invalid or unenforceable provision had never comprised a part of this Guaranty,
and the remaining provisions of this Guaranty shall remain in full force and
effect and shall not be affected by the illegal, invalid or unenforceable
provision or by its severance from this Guaranty, unless such continued
effectiveness of this Guaranty, as modified, would be contrary to the basic
understandings and intentions of the parties as expressed herein.

                  5.5      Amendments. This Guaranty may be amended only by an
instrument in writing executed by the party or an authorized representative of
the party against whom such amendment is sought to be enforced.

                                      -10-
<PAGE>

                  5.6      Parties Bound; Assignment; Joint and Several. This
Guaranty shall be binding upon and inure to the benefit of the parties hereto
and their respective successors, assigns and legal representatives; provided,
however, that Guarantor may not, without the prior written consent of Lender,
assign any of its rights, powers, duties or obligations hereunder. If Guarantor
consists of more than one person or party, the obligations and liabilities of
each such person or party shall be joint and several.

                  5.7      Headings. Section headings are for convenience of
reference only and shall in no way affect the interpretation of this Guaranty.

                  5.8      Recitals. The recital and introductory paragraphs
hereof are a part hereof, form a basis for this Guaranty and shall be considered
prima facie evidence of the facts and documents referred to therein.

                  5.9      Counterparts. To facilitate execution, this Guaranty
may be executed in as many counterparts as may be convenient or required. It
shall not be necessary that the signature of, or on behalf of, each party, or
that the signature of all persons required to bind any party, appear on each
counterpart. All counterparts shall collectively constitute a single instrument.
It shall not be necessary in making proof of this Guaranty to produce or account
for more than a single counterpart containing the respective signatures of, or
on behalf of, each of the parties hereto. Any signature page to any counterpart
may be detached from such counterpart without impairing the legal effect of the
signatures thereon and thereafter attached to another counterpart identical
thereto except having attached to it additional signature pages.

                  5.10     Rights and Remedies. If Guarantor becomes liable for
any indebtedness owing by Borrower to Lender, by endorsement or otherwise, other
than under this Guaranty, such liability shall not be in any manner impaired or
affected hereby and the rights of Lender hereunder shall be cumulative of any
and all other rights that Lender may ever have against Guarantor. The exercise
by Lender of any right or remedy hereunder or under any other instrument, or at
law or in equity, shall not preclude the concurrent or subsequent exercise of
any other right or remedy.

                  5.11     Other Defined Terms. Any capitalized term utilized
herein shall have the meaning as specified in the Loan Agreement, unless such
term is otherwise specifically defined herein.

                  5.12     Entirety. THIS GUARANTY EMBODIES THE FINAL, ENTIRE
AGREEMENT OF GUARANTOR AND LENDER WITH RESPECT TO GUARANTOR'S GUARANTY OF THE
GUARANTEED OBLIGATIONS AND SUPERSEDES ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS,
REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE
SUBJECT MATTER HEREOF. THIS GUARANTY IS INTENDED BY GUARANTOR AND LENDER AS A
FINAL AND COMPLETE EXPRESSION OF THE TERMS OF THE GUARANTY, AND NO COURSE OF
DEALING BETWEEN GUARANTOR AND LENDER, NO COURSE OF PERFORMANCE, NO TRADE
PRACTICES, AND NO EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OR DISCUSSIONS OR OTHER EXTRINSIC EVIDENCE OF ANY NATURE SHALL BE
USED TO

                                      -11-
<PAGE>

CONTRADICT, VARY, SUPPLEMENT OR MODIFY ANY TERM OF THIS GUARANTY AGREEMENT.
THERE ARE NO ORAL AGREEMENTS BETWEEN GUARANTOR AND LENDER.

                  5.13     Waiver of Right to Trial by Jury. GUARANTOR HEREBY
AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND
WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL
NOW OR HEREAFTER EXIST WITH REGARD TO THIS GUARANTY, THE NOTE, THE MORTGAGE, THE
LOAN AGREEMENT, OR THE OTHER LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER
ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS
GIVEN KNOWINGLY AND VOLUNTARILY BY GUARANTOR, AND IS INTENDED TO ENCOMPASS
INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY
JURY WOULD OTHERWISE ACCRUE. LENDER IS HEREBY AUTHORIZED TO FILE A COPY OF THIS
PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY GUARANTOR.

                  5.14     Cooperation. Guarantor acknowledges that Lender and
its successors and assigns may (i) sell this Guaranty, the Note and other Loan
Documents to one or more investors as a whole loan, (ii) participate the Loan
secured by this Guaranty to one or more investors, (iii) deposit this Guaranty,
the Note and other Loan Documents with a trust, which trust may sell
certificates to investors evidencing an ownership interest in the trust assets,
or (iv) otherwise sell the Loan or interest therein to investors (the
transactions referred to in clauses (i) through (iv) are hereinafter each
referred to as "SECONDARY MARKET TRANSACTION"). Guarantor shall cooperate with
Lender in effecting any such Secondary Market Transaction and shall cooperate to
implement all requirements imposed by any Rating involved in any Secondary
Market Transaction. Guarantor shall provide such information and documents
relating to Guarantor, Borrower, the Property and any tenants of the
Improvements as Lender may reasonably request in connection with such Secondary
Market Transaction. In addition, Guarantor shall make available to Lender all
information concerning its business and operations that Lender may reasonably
request. Lender shall be permitted to share all such information with the
investment banking firms, Rating Agencies, accounting firms, law firms and other
third-party advisory firms involved with the Loan and the Loan Documents or the
applicable Secondary Market Transaction. It is understood that the information
provided by Guarantor to Lender may ultimately be incorporated into the offering
documents for the Secondary Market Transaction and thus various investors may
also see some or all of the information. Lender and all of the aforesaid
third-party advisors and professional firms shall be entitled to rely on the
information supplied by, or on behalf of, Guarantor in the form as provided by
Guarantor. Lender may publicize the existence of the Loan in connection with its
marketing for a Secondary Market Transaction or otherwise as part of its
business development.

                  5.15     Reinstatement in Certain Circumstances. If at any
time any payment of the principal of or interest under the Note or any other
amount payable by the Borrower under the Loan Documents is rescinded or must be
otherwise restored or returned upon the insolvency, bankruptcy or reorganization
of the Borrower or otherwise, the Guarantor's obligations hereunder with respect
to such payment shall be reinstated as though such payment has been due but not
made at such time.

                                      -12-
<PAGE>

                         [NO FURTHER TEXT ON THIS PAGE]

                                      -13-
<PAGE>

                  EXECUTED as of the day and year first above written.

                             GUARANTOR:

                             GLIMCHER PROPERTIES LIMITED PARTNERSHIP, a
                             Delaware limited partnership

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

                                 By: /s/ George A. Schmidt
                                     -------------------------------
                                     Name:  George A. Schmidt
                                     Title: Executive Vice President

</TEXT>
</DOCUMENT>
