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Loan Assumption Agreement

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LOAN ASSUMPTION AGREEMENT
 | Document Parties: PUENTE HILLS MALL, LLC | GLIMCHER PROPERTIES LIMITED PARTNERSHIP | PASSCO PHM, LLC | PASSCO COLIMA, LLC | PASSCO REAL ESTATE ENTERPRISES INC | WILLIAM O. PASSO  | LASALLE BANK NATIONAL ASSOCIATION | Greenwich Capital Commercial Funding Corp You are currently viewing:
This Assumption Agreement involves

PUENTE HILLS MALL, LLC | GLIMCHER PROPERTIES LIMITED PARTNERSHIP | PASSCO PHM, LLC | PASSCO COLIMA, LLC | PASSCO REAL ESTATE ENTERPRISES INC | WILLIAM O. PASSO | LASALLE BANK NATIONAL ASSOCIATION | Greenwich Capital Commercial Funding Corp

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Title: LOAN ASSUMPTION AGREEMENT
Governing Law: Delaware     Date: 2/24/2006
Industry: Real Estate Operations     Law Firm: Squire,Sanders Dempsey L.L.P., Alston Bird LLP    

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                                                                   Exhibit 10.39


Upon recordation, return to:
James A. L. Daniel, Jr., Esq.
Alston & Bird LLP
101 S. Tryon Street, Suite 4000
Charlotte, NC 28280-4000



        LASALLE BANK NATIONAL ASSOCIATION, AS TRUSTEE FOR THE REGISTERED
             HOLDERS OF GREENWICH CAPITAL COMMERCIAL FUNDING CORP.,
          COMMERCIAL MORTGAGE TRUST 2003-C1, COMMERCIAL MORTGAGE PASS-
                      THROUGH CERTIFICATES, SERIES 2003-C1




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                            LOAN ASSUMPTION AGREEMENT

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                          Date: As of December 29, 2005


                              _____________________

<PAGE>

                            LOAN ASSUMPTION AGREEMENT
                            -------------------------

     THIS LOAN ASSUMPTION AGREEMENT (this "Agreement") is made and entered into
as of December __, 2005, by and among PUENTE HILLS MALL, LLC, a Delaware limited
liability company, having an address of 150 East Gay Street, Columbus, OH 43215
("Assuming Borrower"), GLIMCHER PROPERTIES LIMITED PARTNERSHIP, a Delaware
limited partnership, having an address of 150 East Gay Street, Columbus, OH
43215 (the "Replacement Indemnitor"), PASSCO PHM, LLC, a Delaware limited
liability company ("PHM"), PASSCO COLIMA, LLC, a Delaware limited liability
company "Colima" and collectively with PHM, the "Passco Original Borrowers") and
each of the other borrowers that assumed the Loan as contemplated in Section
5.26.2 of the Loan Agreement (defined below) (collectively with the Passco
Original Borrowers, the "Original Borrowers"), each having an address c/o Passco
Real Estate Enterprises, Inc., 96 Corporate Park, Suite 200, Irvine, CA 92606,
and PASSCO REAL ESTATE ENTERPRISES INC., a California corporation ("Passco"),
WILLIAM O. PASSO ("Passo" and collectively with Passco, the "Passco Original
Indemnitors") and each other TIC Owner that executed a guaranty of recourse
obligations (collectively the "Original Guaranty Agreements") as contemplated in
section 5.26.2 of the Loan Agreement (collectively with the Passco Indemnitors,
the "Original Indemnitors"), each having an address c/o Passco Real Estate
Enterprises, Inc., 96 Corporate Park, Suite 200, Irvine, CA 92606, in favor of
LASALLE BANK NATIONAL ASSOCIATION, as Trustee for the Registered Holders of
Greenwich Capital Commercial Funding Corp. Commercial Mortgage Trust 2003-C1,
Commercial Mortgage Pass-Through Certificates, Series 2003-C1, whose mailing
address is c/o Wachovia Securities, Commercial Real Estate Services, 8739
Research Drive-URP4, Charlotte, NC 28288-1075 (28262-1075 for overnight
deliveries), Attn: Portfolio Manager ("Lender").

                                    Recitals
                                    --------

     A. Greenwich Capital Financial Products, Inc. (the "Original Lender"),
pursuant to the Loan Documents (as hereinafter defined) made a loan to Original
Borrowers in the original principal amount of $92,000,000.00 (the "Loan"). The
Loan is evidenced and secured by the following documents executed in favor of
Original Lender by the Passco Original Borrowers and assumed by the other
Original Borrowers:

     (1)   Promissory Note dated May 9, 2003, payable by Original Borrowers to
          Original Lender in the original principal amount of $92,000,000.00
          (the "Note");

     (2)   Loan Agreement of even date with the Note by and among the Passco
          Original Borrowers and Original Lender (the "Loan Agreement");

     (3)   Deed of Trust, Assignment of Leases and Rents and Security Agreement
          of even date with the Note, granted by the Passco Original Borrowers
          to Chicago Title Company, as Trustee for the benefit of Original
          Lender, recorded as document no. 03-1349505 in the real estate records
          of Los Angeles County, California ("Recorder's Office") (the
          "Mortgage");

      (4)   Assignment of Leases and Rents of even date with the Note granted by
          the Passco Original Borrowers to Original Lender, recorded as document
          no. 03-1349506, in the Recorder's Office (the "Assignment");

<PAGE>

     (5)   Assignment of Agreements, Licenses, Permits and Contracts of even date
          with the Note from the Passco Original Borrowers in favor of Original
          Lender;

     (6)   Asbestos Operations and Maintenance Program of even date with the Note
          from the Passco Original Borrowers in favor of Original Lender; and

     (7)   Deposit Account Agreement of even date with the Note by and between
          the Passco Original Borrowers, Original Lender and the Deposit Bank
          named therein (the "Deposit Agreement").

The foregoing documents, together with any and all other documents executed by
the Passco Original Borrowers and assumed by the other Original Borrowers in
connection with the Loan, are collectively called the "Loan Documents." As used
herein, the term "New Obligors" shall mean Assuming Borrower and Replacement
Indemnitor and the term "Original Obligors" shall mean Original Borrowers and
Original Indemnitors.

     B. Original Lender assigned, sold and transferred its interest in the Loan
and all Loan Documents to Lender and Lender is the current holder of all of
Original Lender's interest in the Loan and Loan Documents.

     C. Original Borrowers continue to be the owners of the Property (as defined
below) as tenants-in-common.

     D. Pursuant to that certain Agreement of Sale and Purchase and Joint Escrow
Instructions dated as of October 5, 2005 (as amended and as assigned to Assuming
Borrower, the "Sales Agreement"), Original Borrowers agreed to sell, and
Assuming Borrower agreed to purchase, that certain real property more
particularly described on Exhibit A attached hereto, together with all other
property encumbered by the Mortgage and the other Loan Documents (collectively,
the "Property"). The Sales Agreement requires that the Assuming Borrower assume
the Loan and the obligations of Original Borrowers under the Loan Documents, and
conditions the closing of the sale of the Property upon the Lender's consent to
the sale of the Property and the assumption of the Loan.

     E. Pursuant to Section 5.26.3 of the Loan Agreement, Original Borrowers
have the right to sell the Property to a third party subject to the satisfaction
of certain conditions specified therein. Original Borrowers and Assuming
Borrower have requested that Lender consent to the sale, conveyance, assignment
and transfer of the Property by Original Borrowers to Assuming Borrower, subject
to the Mortgage and the other Loan Documents, and to the assumption by Assuming
Borrower of the Loan and the obligations of Original Borrowers under the Loan
Documents, to the extent set forth herein (the "Assumption").

     F. In connection with the Assumption, and as provided under Section 5.26.3,
Lender has required, and Replacement Guarantor has agreed, to execute a guaranty
of recourse obligations of even date herewith guaranteeing certain recourse
obligations under the Loan Agreement being assumed the Assuming Borrower (the
"Replacement Guaranty").

     G. Lender is willing to consent to the sale, conveyance, assignment and
transfer of the Property by Original Borrowers to Assuming Borrower, subject to


                                       2
<PAGE>

(i) the Mortgage and the other Loan Documents, (ii) the Assumption on and
subject to the terms and conditions set forth in this Agreement and in the Loan
Documents and (iii) to the execution of the Replacement Guaranty by Replacement
Indemnitor.

     H. Lender, Original Borrowers, Passco Indemnitors and New Obligors by their
respective executions hereof, evidence their consent to the transfer of the
Property to Assuming Borrower and the Assumption as hereinafter set forth.

                             Statement of Agreement
                             ----------------------

     In consideration of the mutual covenants and agreements set forth herein,
the parties hereto hereby agree as follows:

     1. Representations, Warranties, and Covenants of Original Borrowers and
Passco Original Indemnitors, Release of Lender.

          (a) Original Borrowers and Passco Indemnitors hereby represent to
Lender, as of the date hereof, that (i) simultaneously with the execution and
delivery hereof, Original Borrower has conveyed and transferred all of the
Property to Assuming Borrower; (ii) simultaneously with the execution and
delivery hereof, Original Borrower has assigned and transferred to Assuming
Borrower all leases, tenancies, security deposits and prorated rents of the
Property in effect as of the date hereof ("Leases") retaining no rights therein
or thereto; (iii) Original Borrower has not received a mortgage from Assuming
Borrower encumbering the Property to secure the payment of any sums due Original
Borrower or obligations to be performed by Assuming Borrower; (iv) except as may
otherwise be permitted pursuant to the Loan Documents, the Mortgage is a valid
first lien on the Property for the full unpaid principal amount of the Loan and
all other amounts as stated therein; (v) no Default or Event of Default (each as
defined in the Loan Agreement) has occurred and is continuing; (vi) there are no
defenses, set-offs or rights of defense, set-off or counterclaim whether legal,
equitable or otherwise to the obligations evidenced by or set forth in the Loan
Documents; (vii) all provisions of the Loan Documents are in full force and
effect, and have not been modified, supplemented or amended in any manner except
as modified herein; (viii) except as may otherwise be permitted pursuant to the
Loan Documents, there are no subordinate liens of any kind covering or relating
to the Property nor are there any mechanics' liens or liens for unpaid taxes or
assessments encumbering the Property, nor has notice of a lien or notice of
intent to file a lien been received; and (ix) the representations and warranties
made by Original Borrowers and Passco Indemnitors in the Loan Documents or in
any other documents or instruments delivered in connection with the Loan
Documents as modified herein, including, without limitation, all representations
and warranties with respect to environmental matters, are true, on and as of the
date hereof, with the same force and effect as if made on and as of the date
hereof.

          (b) Original Borrowers hereby assign to Assuming Borrower all of
Original Borrowers' right, title and interest in, to and under the Loan
Documents including without limitation all rights, benefits, burdens and
obligations.

          (c) Original Borrowers and Passco Indemnitors hereby covenant and
agree that: (i) from and after the date hereof, Lender may deal solely with New
Obligors in all matters relating to the Loan, the Loan Documents, and the


                                       3
<PAGE>

Property; (ii) they shall not at any time hereafter take (x) a mortgage or other
lien encumbering the Property or (y) a pledge of direct or indirect interests in
Assuming Borrower from any party to secure any sums to be paid or obligations to
be performed by Assuming Borrower so long as any portion of the Loan remains
unpaid; and (iii) Lender has no further duty or obligation of any nature
relating to this Loan or the Loan Documents to Original Obligors.

Original Borrowers and Passco Indemnitors understand and intend that Lender
shall rely on the representations, warranties and covenants contained herein.

     2. Representations, Warranties, and Covenants of New Obligors.

          (a) New Obligors hereby represent and warrant to Lender, as of the
date hereof, that: (i) simultaneously with the execution and delivery hereof,
Assuming Borrower has purchased from Original Borrower all of the Property, and
has accepted Original Borrower's assignment of the Leases; (ii) Assuming
Borrower has assumed the performance of Original Borrower's obligations under
the Leases from and after the date hereof; (iii) Assuming Borrower has not
granted to Original Borrower (x) a mortgage or other lien upon the Property or
(y) a pledge of direct or indirect interests in the Assuming Borrower to secure
any debt or obligations owed to Original Borrower; (iv) to the knowledge of New
Obligors, no Default or Event of Default has occurred or is continuing; (v) to
the knowledge of New Obligors, all provisions of the Loan Documents are in full
force and effect; (vi) to the knowledge of New Obligors, the representations and
warranties made in the Loan Documents or in any other documents or instruments
delivered in connection with the Loan Documents, as modified herein, are true,
on and as of the date hereof; and (vii) New Obligors have reviewed all of the
Loan Documents and consent to the terms thereof.

          (b) Assuming Borrower shall not hereafter, without Lender's prior
consent in accordance with the terms of the Loan Documents, further encumber the
Property or sell or transfer the Property or any interest therein, except as may
be specifically permitted in the Loan Documents. New Obligors have no knowledge
that any of the representations and warranties made by the Original Borrowers
and/or Passco Indemnitors herein are untrue, incomplete, or incorrect.

          (c) Replacement Indemnitor hereby represents and warrants to the
Lender that Replacement Indemnitor is an affiliate of the Assuming Borrower and
Replacement Indemnitor will derive substantial economic benefit from the
Lender's consent to the Assumption. The Replacement Indemnitor hereby
acknowledges and agrees that the Replacement Indemnitor has executed this
Agreement and agreed to be bound by the covenants and agreements set forth
herein in order to induce the Lender to consent to the transaction described
herein. Accordingly, the Replacement Indemnitor acknowledges that the Lender
would not consent to the transaction described herein without the execution and
delivery by the Replacement Indemnitor of this Agreement.

New Obligors understand and intend that Lender shall rely on the
representations, warranties and covenants contained herein.

     3. Assumption of Obligations of Borrower. Assuming Borrower hereby assumes
the Debt (as defined in the Loan Agreement) and Assuming Borrower hereby assumes
all the other obligations of Original Borrower of every type and nature set


                                        4
<PAGE>

forth in the Loan Documents arising from and after the date hereof in accordance
with their respective terms and conditions, as the same may be modified by this
Agreement. Assuming Borrower further agrees to abide by and be bound by all of
the terms of the Loan Documents applicable to the "Borrower", "Assignor" or
"Trustor" (as applicable), in accordance with their respective terms and
conditions, as modified herein, including but not limited to, the
representations, warranties, covenants, assurances and indemnifications therein,
all as though each of the Loan Documents had been made, executed, and delivered
by Assuming Borrower. Assuming Borrower agrees to pay when and as due all sums
due under the Note and agrees to pay, perform, and discharge each and every
other obligation of payment and performance of the "Borrower", "Assignor" or
"Trustor" (as applicable) pursuant to and as set forth in the Loan Documents at
the time, in the manner and otherwise in all respects as therein provided.
Assuming Borrower hereby acknowledges, agrees and warrants that (i) there are no
rights of set-off or counterclaim, nor any defenses of any kind, whether legal,
equitable or otherwise, which would enable Assuming Borrower to avoid or delay
timely performance of its obligations under the Loan Documents, as applicable;
and (ii) there are no monetary encumbrances or liens of any kind or nature
against the Property except those created by the Loan Documents, and all rights,
priorities, titles, liens and equities securing the payment of the Note are
expressly recognized as valid and are in all things renewed, continued and
preserved in force to secure payment of the Note, except as amended herein.

     4. Consent to Conveyance and Assumption; Release of Original Obligors.
Subject to the terms and conditions set forth in this Agreement, Lender consents
to: (a) the sale, conveyance, assignment and transfer of the Property by
Original Borrower to Assuming Borrower, subject to the Mortgage and the other
Loan Documents and (b) the assumption by Assuming Borrower of the Loan and the
obligations of Original Borrower under the Loan Documents. Original Obligors are
hereby released from any liability to Lender under any and all of the Loan
Documents first arising or accruing subsequent to the Assumption. Lender's
consent to such transfer and Assumption shall, however, not constitute its
consent to any subsequent transfers of the Property. Original Borrowers and
Passco Indemnitors hereby acknowledge and agree that the foregoing release shall
not be construed to release Original Obligors from any personal liability under
the Loan Agreement, the Original Guaranty Agreements, or any of the other Loan
Documents for any act or event occurring or obligation arising prior to or
simultaneously with the closing of the transaction described herein.

     5. Release and Covenant Not to Sue. Original Borrowers, Passco Indemnitors
and New Obligors, on behalf of themselves and their heirs, successors and
assigns, hereby release and forever discharge Lender, any trustee of the Loan,
any servicer of the Loan, each of their respective predecessors in interest and
successors and assigns, together with the officers, directors, partners,
employees, investors, certificate holders and agents of each of the foregoing
(collectively, the "Lender Parties"), from all debts, accountings, bonds,
warranties, representations, covenants, promises, contracts, controversies,
agreements, claims, damages, judgments, executions, actions, inactions,
liabilities demands or causes of action of any nature, at law or in equity,
known or unknown, which Original Borrowers, Passco Indemnitors and New Obligors
now have by reason of any cause, matter, or thing through and including the date
hereof, including, without limitation, matters arising out of or relating to:
(a) the Loan, including, without limitation, its funding, administration and
servicing; (b) the Loan Documents; (c) the Property; (d) any reserve and/or


                                        5
<PAGE>

escrow balances held by Lender or any servicers of the Loan; or (e) the sale,
conveyance, assignment and transfer of the Property. Original Borrowers, Passco
Indemnitors and New Obligors, on behalf of themselves and their heirs,
successors and assigns, covenant and agree never to institute or cause to be
instituted or continue prosecution of any suit or other form of action or
proceeding of any kind or nature whatsoever against any of the Lender Parties by
reason of or in connection with any of the foregoing matters, claims or causes
of action.

     6. Acknowledgment of Indebtedness. This Agreement recognizes the reduction
of the principal amount of the Note and the payment of interest thereon to the
extent of payments made by Original Borrower prior to the date of execution of
this Agreement. The parties acknowledge and agree that, as of the date of this
Agreement, the principal balance of the Note is $88,791,036.94 and interest on
the Note is paid to November 30, 2005. Assuming Borrower acknowledges and agrees
that the Loan, as evidenced and secured by the Loan Documents, is a valid and
existing indebtedness payable by Assuming Borrower to Lender. The parties
acknowledge that Lender is holding the following escrow and/or reserve balances:

               Tax Escrow:                $ 802,416.14
              Insurance Escrow:          $ 191,781.84
              Capital Expense Reserve:   $ 182,102.52
              Rollover Reserve:          $   31,397.17
              Ground Rent Reserve:       $   44,044.21

The parties acknowledge and agree that Lender shall continue to hold the escrow
and reserve balances for the benefit of Assuming Borrower in accordance with the
terms of the Loan Documents. Original Borrowers and Passco Indemnitors covenant
and agree that the Lender Parties have no further duty or obligation of any
nature to Original Obligors relating to such escrow and/or reserve balances.
Original Borrowers and Passco Indemnitors hereby release and forever discharge
the Lender Parties from any obligations to Original Obligors relating to such
escrow and/or reserve balances. New Obligors acknowledge and agree that the
funds listed above constitute all of the reserve and escrow funds currently held
by Lender with respect to the Loan and authorize such funds to be transferred to
an account controlled by Lender for the benefit of Lender and Assuming Borrower.

     The parties further acknowledge and agree that Lender shall direct the
Deposit Bank (as defined in the Deposit Agreement) to continue to hold and
manage the accounts established pursuant to the Deposit Agreement for the
benefit of Assuming Borrower in accordance with the terms thereof. Original
Borrowers and Passco Indemnitors covenant and agree that the Deposit Bank and
Lender Parties have no further duty or obligation of any nature to Original
Obligors relating to such accounts. Original Borrowers and Passco Indemnitors
hereby release and forever discharge the Deposit Bank and Lender Parties from
any obligations to Original Obligors relating to such accounts.

     7. Modifications of the Loan Documents. The Loan Documents are hereby
modified as follows:


                                       6
<PAGE>

          (a) The definition of "Approved Control Party" in the Loan Agreement
is hereby deleted and replaced with the following: "Approved Control Party":
Glimcher Properties Limited Partnership".

          (b) The definition of "Approved TIC Borrower Control Party" in the
Loan Agreement is hereby deleted together with all references to such defined
term in the Loan Documents.

          (c) The definition of "Borrowers" in the Loan Agreement is hereby
deleted and the definition of "Borrower" in the Loan Agreement is hereby
modified to refer to Assuming Borrower.

          (d) The definition of "Borrower's Designee" in the Loan Agreement is
hereby deleted together with all references to such defined term in the Loan
Documents.

          (e) Section (iii) of the definition of "Cash Trap Period" in the Loan
Agreement is hereby deleted.

           (f) The definition of "Guarantor" in the Loan Agreement is hereby
deleted and replaced with the following: "Guarantor": Glimcher Properties
Limited Partnership".

          (g) The definition of "Key Principal" in the Loan Agreement is hereby
deleted together with all subsequent references to such defined term in the Loan
Documents.

          (h) The reference to the defined term "Clearing Account Agreements" in
Section (v) of the definition of "Loan Documents" in the Loan Agreement is
hereby modified to refer to that certain Deposit Account Control Agreement of
even date herewith by among Assuming Borrower, Lender and the Manager and
Clearing Bank named below. Section (vii) of the definition of Loan Documents in
the Loan Agreement is hereby modified to refer to that Guaranty of Recourse
Obligations of even date with this Agreement executed by Replacement Indemnitor.
The last sentence of the definition of "Loan Documents" in the Loan Agreement is
hereby deleted.

          (i) The definition of "Management Agreement" in the Loan Agreement is
hereby modified to refer to that certain Property Management Agreement of even
date herewith by and between Assuming Borrower and the Manager named below.

          (j) The definition of "Manager" in the Loan Agreement is hereby
deleted and replaced with the following: "Manager: Glimcher Properties Limited
Partnership or any successor, assignee or replacement manager appointed by
Borrower in accordance with Section 5.12."

          (k) The dollar amount referenced in the definition of "Material
Alteration" in the Loan Agreement is herby changed from "$250,000" to
"$1,000,000.00".

          (l) The definition of "PASSCO" in the Loan Agreement is hereby deleted
together with all references to such defined term in the Loan Documents.


                                       7
<PAGE>

          (m) The definition of "Permitted TIC Transfer" in the Loan Agreement
is hereby deleted together with all references to such defined term in the Loan
Documents.

          (n) The definition of "Permitted Transfers" in the Loan Agreement is
hereby deleted and replaced with the following: "Permitted Transfers: (i) a
Lease entered into in accordance with the Loan Documents; (ii) a Permitted
Encumbrance; (iii) a Transfer and Assumption pursuant to Section 5.26.3; (iv)
provided that no Event of Default shall then exist, a Transfer of a direct or
indirect interest in Borrower to any Person, provided that (A) such Transfer
shall not (x) cause the transferee (other than Approved Control Party or Puente
Hills Mall REIT, LLC), together with its Affiliates, to acquire Control of
Borrower or to increase its direct or indirect interest in any Borrower to an
amount which exceeds 49%; (B) Borrower shall give Lender notice of such Transfer
together with copies of all instruments effecting such Transfer not less than 10
days prior to the date of such Transfer, and (C) the legal and financial
structure of Borrower and


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