Assignment of Leases And Rents, Dated As of June 3, 2008, From Puente Hills Mall, LLC To Eurohypo Ag

RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO:


Sidley Austin LLP One South Dearborn Street Chicago, Illinois 60603 Attn: Dennis M. Coghlan, Esq.


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ASSIGNMENT OF LEASES AND RENTS
dated as of
June 3, 2008
from


PUENTE HILLS MALL, LLC
a Delaware limited liability company


to
EUROHYPO AG, NEW YORK BRANCH,
as Administrative Agent for the Lenders (as hereinafter defined)


Location of Project:
1600 South Azusa Avenue, Industry, California 91748
County: Los Angeles


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ASSIGNMENT OF LEASES AND RENTS


THIS ASSIGNMENT OF LEASES AND RENTS (this "Assignment") is made as of the 3rd day of June, 2008 by PUENTE HILLS MALL, LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware and having an office at c/o Glimcher Realty Trust, 180 E. Broad Street, 21st Floor, Columbus, Ohio 43215 ("Borrower"), in favor of EUROHYPO AG, NEW YORK BRANCH, having an office at 1114 Avenue of the Americas, New York, New York 10036, as Administrative Agent for the lenders referred to below (in such capacity, together with its successors in such capacity, the "Administrative Agent").


W I T N E S S E T H:


WHEREAS, Grantor is the fee owner of that certain tract of land located in the County of Los Angeles, State of California, and being more fully described in Exhibit A-1 attached hereto (the "Fee-Owned Land").


WHEREAS, Grantor is the tenant under that certain GROUND LEASE dated September 23, 1969, by and between Jeanne Marie Erramouspe, individually, and as attorney in fact for Emilie E. Wilfert, Charlotte E. Torrance and Bette Marcellin; Emilie E. Wilfert, trustee for George E. Wilfert, III and Gary S. Wilfert; Charlotte E. Torrance, trustee for J. Michele Torrance and Thomas J. Torrance; and Bette Marcellin, trustee for Richard J. Marcellin and Colette A Marcellin (collectively "Original Lessor") and Ernest W. Hahn, Inc., a California corporation as lessee ("Original Lessee"), for the ground lease of the Ground Lease Property; as amended by: ADDENDUM NO. 1 TO GROUND LEASE DATED SEPTEMBER 23, 1969 dated December 22, 1972, between Original Lessor and Hahn-Puente Associates, a limited partnership in which Ernest W. Hahn, Inc. is the general partner, Broadway-Hale Stores, Inc., a California corporation, Sears, Roebuck and Co., a New York corporation, J. C. Penny Properties, Inc., a Delaware corporation, and Adcor Realty Corporation, a New York corporation; CONSTRUCTION, OPERATION, AND RECIPROCAL EASEMENT AGREEMENT dated December 22, 1972, by and between Hahn-Puente Associates, Broadway-Hale Stores, Inc., Sears, Roebuck and Co., J. C. Penny Properties, Inc., and Adcor Realty Corporation; SUBORDINATION AGREEMENT dated December 22, 1972, by Original Lessor; DEED AND ASSIGNMENT dated December 20, 1991, between RT-H Corporation of California, a California corporation, as grantor/assignor, and Hahn-Puente Associates, as grantee/assignee; GROUND LEASE ASSIGNMENT dated August 5, 1996, by and between Hahn-Puente Associates, as assignor, and Kent Properties, Inc., a California corporation, as assignee; GROUND LEASE ASSIGNMENT dated October 21, 1996, by and between Kent Properties, Inc., as assignor, and Krausz Capistrano Partners, a California general partnership, as assignee; GROUND LEASE ASSIGNMENT dated October 21, 1996, by and between Krausz Capistrano Partners, as assignor, and Krausz Puente LLC, a California limited liability company, as assignee (collectively with all amendments thereto, the "Ground Lease") affecting the land located in the County of Los Angeles, State of California, and being more fully described in Exhibit A-2 attached hereto (the "Leasehold Land"; the Fee-Owned Land and the Leasehold Land are referred to collectively herein as the "Land").


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WHEREAS, Borrower, certain lenders (collectively, the "Lenders") and the Administrative Agent are parties to a Loan Agreement dated as of even date herewith (said Loan Agreement, as modified and supplemented and in effect from time to time, being herein called the "Loan Agreement"; and except as otherwise herein expressly provided, all terms defined in the Loan Agreement are being used herein as defined therein), which Loan Agreement provides, among other things, for Loans to be made by the Lenders to Borrower in an aggregate principal amount not exceeding $90,000,000.00 to be evidenced by, and repayable with interest thereon in accordance with, various Notes to be executed and delivered to the respective order of the Lenders (collectively, as such notes may be consolidated, severed, modified, amended, restated or extended, the "Notes") and are secured by, among other things, that certain Mortgage delivered by Borrower; and


WHEREAS, it is a condition to the obligation of the Lenders to extend credit to Borrower pursuant to the Loan Agreement that Borrower execute and deliver this Assignment as the Assignment of Leases and Rents under the Loan Agreement.


NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated into the operative provisions of this Assignment by this reference, and for other good and valuable consideration, the receipt and adequacy of which are hereby conclusively acknowledged, Borrower and the Administrative Agent, for the benefit of the Lenders, agree as follows:


Section 1. Absolute Assignment.


(a) Borrower unconditionally and absolutely assigns to the Administrative Agent, for the benefit of the Lenders, all of Borrower's right, title and interest in and to the following whether now or hereafter in effect:


(i) Leases. All leasehold estates, leases, ground leases, subleases,
licenses, concessionaire agreements, bailments or other agreements
affecting the use, enjoyment or occupancy of the Project or any
portion thereof now or hereafter existing or entered into (including
any use or occupancy arrangements created pursuant to Section 365(d)
of Title 11 of the United States Code (the "Bankruptcy Code") or
otherwise in connection with the commencement or continuance of any
bankruptcy, reorganization, arrangement, insolvency, dissolution,
receivership or similar proceedings, or any assignment for the benefit
of creditors) in respect of any tenant or occupant of any portion of
the Project (each, a "Tenant"), together with all guaranties thereof
and all extensions, amendments and modifications thereto heretofore or
hereafter entered into, and all right, title and interest of Borrower
thereunder (collectively, the "Leases"); and


(ii) Rents. All rents, issues, profits, royalties, use and occupancy
charges (including all oil and gas or other mineral royalties and
bonuses), income and other benefits now or hereafter derived from any
portion of the Project or the use or occupancy thereof (including any
payments received pursuant to Section 502(b) of the Bankruptcy Code or
otherwise in connection with the commencement or continuance of any
bankruptcy, reorganization, arrangement, insolvency, dissolution,


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receivership or similar proceedings, or any assignment for the benefit
of creditors, in respect of any Tenant of any portion of the Project
and all claims as a creditor in connection with any of the foregoing)
and all cash, security deposits, letters of credit, advance rentals,
all deposits or payments of a similar nature relating thereto and all
other documents or instruments evidencing the Rent whether now or
hereafter in effect (collectively, the "Rents").


(b) This Assignment constitutes an absolute and present assignment and not an assignment for additional security only.


Section 2. Rights of the Administrative Agent.


(a) The execution of this Assignment constitutes and evidences the irrevocable consent of Borrower to the entry upon and taking possession of the Project by the Administrative Agent and the exercise by the Administrative Agent of the rights and powers granted pursuant hereto, including, without limitation, those set forth in clauses (i) through (viii) below, regardless of whether foreclosure has been instituted pursuant to the Assignment and without applying for a receiver. Such assignment shall include, without limitation:


(i) the immediate and continuing right to receive and collect all amounts
payable by all Tenants, including, without limitation, (A) all Rents,
(B) all damages or other amounts payable in the event of any
expiration or termination of any Lease pursuant to the terms thereof,
by operation of law or otherwise, (C) any indemnification against, or
reimbursement for, sums paid and costs and expenses incurred by
Borrower under any Lease or otherwise, (D) any award in the event of
the bankruptcy of any Tenant or guarantor of a Lease, and (E) all
security deposits, other security instruments, other deposits or
prepayments with respect to any such Leases;


(ii) all claims, rights, powers, privileges and remedies of Borrower,
whether provided for in any Lease or arising by statute or at law or
in equity or otherwise, consequent on any failure on the part of any
Tenant to perform or comply with any term of any Lease;


(iii) all right to take all action upon the happening of a default under
any Lease as shall be permitted by any Lease or by law, including,
without limitation, the commencement, conduct and consummation of
proceedings at law or in equity;


(iv) the full power and authority, in the name of Borrower, or otherwise,
to enforce, collect, receive and make receipt for any and all of the
foregoing and to do any and all other acts and things whatsoever which
Borrower, or any landlord is or may be entitled to do under any Lease;


(v) the full power and authority, in the name of Borrower, or otherwise,
to enforce any Lease, including the right to settle, compromise,
release, extend the time of payment of, and make allowances,
adjustments and discounts of any Rents or other obligations under the
Leases;


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(vi) the full power and authority, in the name of Borrower, or otherwise,
to notify any Person that the Leases have been assigned to the
Administrative Agent and that all Rents are to be paid directly to the
Administrative Agent, whether or not the Administrative Agent has
commenced or completed foreclosure or taken possession of the Project;


(vii) the full power and authority, in the name of Borrower, or otherwise,
to lease the Project; and


(viii) the right to apply the Rents to the payment of the Obligations (as
such term is defined in the Mortgage) in accordance with the Loan
Agreement.


(b) During the term hereof, all rights, powers and privileges of the Administrative Agent herein set forth are coupled with an interest and are irrevocable, subject to the terms and conditions hereof, and Borrower will not take any action under any Lease or otherwise which is inconsistent with this Assignment or any of the terms hereof or thereof and any such action inconsistent herewith or therewith shall, to the fullest extent permitted by Applicable Law, be void. Any further assignment of any rents, issues, or profits from the Project shall to the fullest extent permitted by law be void.


(c) Borrower shall have all the right to enter into new leases or modify existing leases as provided in the Loan Agreement. Borrower hereby agrees that it will not, unilaterally or by agreement, (i) except as otherwise expressly permitted in the Loan Agreement, subordinate, amend, modify, extend, discharge, terminate, surrender, waive or otherwise change any term of any Lease in any manner which would violate this Assignment, the Loan Agreement or the other Loan Documents or (ii) except for security deposits, accept a prepayment of Rent in excess of Rent for one month. If any Lease shall be amended as permitted hereby, such Lease shall continue to be subject to the provisions hereof without the necessity of any further act by any of the parties hereto, subject to the provisions of any non-disturbance agreement which the Administrative Agent may have granted in accordance with the provisions of this Assignment.


Section 3. No Obligation.


(a) Nothing contained in the foregoing sentence shall be construed to bind the Administrative Agent or any Lender to the performance of any of the covenants, conditions or provisions contained in any such Lease or other document or otherwise to impose any obligation on the Administrative Agent or any Lender (including any liability under the covenant of quiet enjoyment contained in any Lease), except that the Administrative Agent shall be accountable for any money or security actually received pursuant to such assignment.


(b) None of the enforcement of any of the remedies under this Assignment or any other remedies afforded to the Administrative Agent and/or the Lenders under the Loan Documents, at law or in equity shall cause the Administrative Agent or any Lender to be deemed or construed to be a mortgagee-in-possession of the Project, to obligate the Administrative Agent or any Lender to lease the Project 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.


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(c) Notwithstanding anything to the contrary contained in this Assignment, the Administrative Agent shall not be obligated to perform or discharge any obligation, duty or liability under the Leases or by reason of this Assignment and Borrower shall, and hereby agrees at its sole cost and expense to protect, defend, indemnify and hold the Administrative Agent harmless for, from and against, and shall be responsible for, any and all liability, loss or damage which may or might be incurred under the Leases or under or by reason of this Assignment and from any and all claims and demands whatsoever, including the defense of any such claims or demands which may be asserted against the Administrative Agent by reason of any alleged obligations and undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in the Leases, except to the ex ...