LIMITED GUARANTEE

EXHIBIT 10.134


                                LIMITED GUARANTEE

     GUARANTEE (this "Guarantee") made as of the 3rd day of June, 2008 by
GLIMCHER PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership, having
an office at 180 E. Broad Street, 21st Floor, Columbus, Ohio 43215
("Guarantor"), in favor of EUROHYPO AG, NEW YORK BRANCH, having its principal
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, PUENTE HILLS MALL, LLC, a Delaware limited liability company (the
"Borrower"), certain lenders (collectively, the "Lenders") and the
Administrative Agent are parties to a Loan Agreement dated as of the date hereof
(said Loan Agreement, as modified, amended, 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 the Borrower in an aggregate
principal amount not exceeding $90,000,000.00 to refinance the property known as
Puente Hills Mall located in Industry, California, such Loans to be (i)
evidenced by, and repayable with interest thereon in accordance with, various
Notes to be executed and delivered to the respective order of the Lenders and
(ii) secured by, among other things, the Mortgage;

     WHEREAS, Guarantor owns directly or indirectly, certain ownership interests
in the Borrower and as a result shall directly benefit from the making of the
Loans by the Lenders to the Borrower; and

     WHEREAS, the Lenders are unwilling to make the Loans unless this Guarantee
is executed by the Guarantor and delivered to the Administrative Agent and the
Lenders.

     NOW, THEREFORE, in order to induce the Lenders to make the Loans, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Guarantor hereby agrees to guaranty the Guaranteed
Obligations (as hereinafter defined) upon the following terms:

     Section 1. Guarantee.

     1.01. Guarantee. a) Guarantor hereby absolutely, unconditionally and
irrevocably assumes liability for, hereby guarantees payment to the
Administrative Agent (on behalf of the Lenders) of, and agrees to pay, protect,
indemnify, defend and save the Administrative Agent and Lenders harmless from
and against, any and all liabilities, obligations, losses, damages, costs and
expenses (including, without limitation, reasonable attorneys' fees and
expenses), whether arising in equity or at law, contract or tort or otherwise,
causes of action, suits, claims, demands and judgments of any nature or
description whatsoever which may at any time be imposed upon, incurred by or
awarded against the Administrative Agent or any of the Lenders as a result of

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(i) commission of a criminal act by Borrower or any Borrower Party, (ii) failure
by Borrower or any Borrower Party to comply with the provisions of the Loan
Documents prohibiting a transfer (as defined in Section 9.1 of the Loan
Agreement) or Change of Control of any Person; (iii) misappropriation of any
cash flow or other revenue derived from or in respect of the Project by Borrower
or any Borrower Party, including security deposits, insurance proceeds,
condemnation awards, or any rental, sales or other income derived directly or
indirectly from the Project, or the misapplication of any of the foregoing sums,
in either event, in contravention of any provision of the Loan Agreement or the
other Loan Documents; (iv) intentional destruction or removal of fixtures or
personal property securing the Loans by Borrower or any Borrower Party unless
replaced by items of equal value and utility; (v) misapplication or
misappropriation of funds disbursed from the Security Accounts by Borrower or
any Borrower Party; (vi) commission of waste to or of the Project or any portion
thereof by Borrower or any Borrower Party or failure by Borrower or any Borrower
Party to maintain the Project in the manner required by the Loan Documents;
(vii) failure to maintain the insurance coverage required by the Loan Documents
by Borrower or any Borrower Party; (viii) failure to pay taxes, assessments and
any other charges, including, without limitation, charges for labor or
materials, which could result in liens against any portion of the Project by
Borrower or any Borrower Party; (ix) willful misconduct by Borrower or any
Borrower Party; (x) any material litigation against Administrative Agent or any
of the Lenders arising from the Project, unless the same results solely from
Administrative Agent's or any Lender's gross negligence or willful misconduct,
in which case the party to whom the gross negligence or willful misconduct is
attributable (but not any other party) shall not be entitled to the
indemnification provided for hereunder to the extent of such gross negligence or
willful misconduct; (xi) the breach of any terms or covenants in the Loan
Agreement or Loan Documents relating to the Employee Retirement Income Security
Act of 1974, as amended, by Borrower or any Borrower Party; (xii) Borrower's or
any Borrower Party's failure to pay any mortgage recording or similar taxes
required to be paid by any Person in connection with the execution, delivery,
recordation, filing, registration, perfection or enforcement of any of the Loan
Documents; (xiii) Borrower's or any Borrower Party's failure to pay for any
loss, liability or expense (including attorneys' fees) incurred by
Administrative Agent or any Lender arising out of any claim or allegation made
by Borrower or any Borrower Party, their respective successors or assigns, or
any creditor of Borrower or any Borrower Party, that the Loan Agreement or the
transactions contemplated by the Loan Documents establish a joint venture,
partnership or other similar arrangement between Borrower or any Borrower Party
and Administrative Agent or any Lender; (xiv) any brokerage commission or
finder's fees claimed in connection with the transactions contemplated by the
Loan Documents; (xv) any amount due pursuant to Section 2.9(5) of the Loan
Agreement; (xvi) failure or inability of Guarantor to pay its debts as they
become due; (xix) the occurrence of any of the actions or events described in
Section 1.01(d)(B) below; (xx) any matter listed on Schedule 7.3 to the Loan
Agreement; and (xxi) Guarantor's failure to fully comply with its obligations
under Section 1.01(c) below.

     (b) Guarantor hereby absolutely, unconditionally and irrevocably guarantees
to the Administrative Agent and all Affiliates thereof all of the obligations of
the Borrower, to the Administrative Agent or its Affiliate under any Hedge
Agreement now or hereafter entered into between the Borrower and the
Administrative Agent or its Affiliate, in strict accordance with the terms of
the Hedge Agreement, as the same may be amended, extended, and/or renewed,
whether such obligations are direct or indirect, absolute or contingent, due or
to become due, now existing or hereinafter incurred, or otherwise.


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     (c) Guarantor hereby absolutely, unconditionally and irrevocably agrees to
pay to Borrower and any Affiliate of Borrower (or cause to be paid to Borrower
and each Affiliate of Borrower pursuant to a capital contribution or otherwise),
an amount equal to any and all liabilities, obligations, losses, damages, costs
and expenses incurred by Borrower or any of its Affiliates in connection with or
as a result of any matter listed on Schedule 7.3 to the Loan Agreement, such
amounts to be paid from time to time promptly upon incurrence thereof by
Borrower or such Affiliates.

     (d) Notwithstanding anything to the contrary herein or in any of the Loan
Documents, (A) the Administrative Agent and the Lenders shall not be deemed to
have waived any right which the Administrative Agent and the Lenders may have
under Section 506(a), 506(b), 1111(b) or any other provisions of the Federal
Bankruptcy Code to file a claim for the full amount of the Loans or to require
that all collateral shall continue to secure all of the Loans owing to the
Administrative Agent and the Lenders in accordance with the Loan Documents, and
(B) the Guarantor hereby absolutely, unconditionally and irrevocably guarantees
the payment to the Administrative Agent (on behalf of the Lenders) of the Loans
and all obligations of the Borrower under the Loan Documents in the event that:
(i) Borrower engages in fraud or intentional misrepresentation or inaccurate
certification in connection with the Loan Documents or the Loans; (ii) Borrower
files a voluntary petition under the Federal Bankruptcy Code or any other
Federal or state bankruptcy or insolvency law; (iii) Guarantor, any Affiliate of
Borrower or Guarantor, any other Person that owns any interest, either direct or
indirect, in Borrower or any Affiliate thereof, or any officer, director, or
representative of Borrower, files or joins in the filing of, or solicits or acts
in concert with, or colludes or conspires with petitioning creditors with
respect to, an involuntary petition against Borrower under the Federal
Bankruptcy Code or any other Federal or state bankruptcy or insolvency law; (iv)
Borrower files an answer consenting to or otherwise acquiescing in or joining in
any involuntary petition filed against it, by any other Person under the Federal
Bankruptcy Code or any other Federal or state bankruptcy or insolvency law; (v)
Guarantor, any Affiliate of Borrower or Guarantor, any other Person that owns an
interest, either direct or indirect, in Borrower or any Affiliate thereof, or
any officer, director, or representative of Borrower, consents to or acquiesces
in or joins in an application for the appointment of a custodian, receiver,
trustee, or examiner for Borrower or any portion of the Project or consents to,
acquiesces in or joins in any action opposing a motion by Lender for relief from
any stay or injunction entered under the Bankruptcy Code or any other Federal or
state bankruptcy or insolvency law; (vi) 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; (vii) Borrower or
any Borrower Party violates any of the provisions set forth in the definition of
Single Purpose Entity; or (viii) Borrower or any Borrower Party interferes with
the Administrative Agent's (or the Lenders') exercise of its rights under any of
the Loan Documents.

     The foregoing obligations guaranteed pursuant to this Section 1.01 are,
collectively, the "Guaranteed Obligations". The Guarantor hereby further agrees
that if the Borrower shall fail to pay in full when due (whether at stated
maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the
Guarantor will immediately pay the same, without any demand or notice
whatsoever. All payments by the Guarantor on account of this Guarantee shall be
paid in Dollars. Each and every default under the Loan Documents shall give rise
to a separate cause of action hereunder by Administrative Agent and Lenders and
separate suits may be brought hereunder as each such cause of action arises.


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     1.02. Obligations Unconditional. The obligations of the Guarantor under
this Guarantee are absolute and unconditional, irrespective of the value,
genuineness, validity, regularity or enforceability of the Loan Documents, or
any other agreement or instrument referred to herein or therein, or any
substitution, release or exchange of any other guaranty of or security for any
of the Guaranteed Obligations or the Loans, and, to the fullest extent permitted
by Applicable Law, irrespective of any other circumstance whatsoever which might
otherwise constitute a legal or equitable discharge or defense of a surety or
guarantor, it being the intent of this Section 1.02 that the obligations of the
Guarantor hereunder shall be absolute and unconditional under any and all
circumstances and shall not be released, discharged or in any way affected or
impaired by any thing, event, happening, matter, circumstance or condition
whatsoever (whether or not the Guarantor shall have any knowledge or notice
thereof or shall consent thereto). In furtherance of the foregoing and without
limiting the generality thereof, the Guarantor agrees as follows:

     (a) This Guarantee is a guaranty of payment and performance when due and
not of collection.

     (b) The obligations of the Guarantor hereunder are independent of the
obligations of the Borrower or the Guarantor under the other Loan Documents to
which they are a party and the obligations of any other guarantor of the
obligations of the Borrower under the Loan Documents, and a separate action or
actions may be brought and prosecuted against the Guarantor whether or not any
action is brought against the Borrower or any of such other guarantors and
whether or not the Borrower is joined in any such action or actions.

     (c) Payment, performance or completion by the Guarantor, or any other
guarantor, of a portion, but not all, of the Guaranteed Obligations shall in no
way limit, affect, modify or abridge the Guarantor's liability for any portion
of the Guaranteed Obligations which has not been paid, performed or completed.
Without limiting the generality of the foregoing, if the Administrative Agent
(or any of the Lenders) is awarded a judgment in any suit brought to enforce the
Guarantor's covenant to pay, perform or complete a portion of the Guaranteed
Obligations, such judgment shall not be deemed to release the Guarantor from its
covenant to pay, perform or complete the portion of the Guaranteed Obligations
that is not the subject of such suit, and such judgment shall not, except to the
extent satisfied by the Guarantor, limit, affect, modify or abridge the
Guarantor's liability hereunder in respect of the Guaranteed Obligations.

     (d) The Administrative Agent on behalf of the Lenders (subject to the terms
of the Loan Documents), upon such terms as they deem appropriate, without notice
or demand and without affecting the validity or enforceability of this Guarantee
or giving rise to any reduction, limitation, impairment, discharge or
termination of the Guarantor's liability hereunder, from time to time may (i)
renew, extend, accelerate, increase the rate of interest on, or otherwise change
the time, place, manner or terms of payment or performance under the Loan
Documents pursuant to the terms thereof, (ii) settle, compromise, release or
discharge, or accept or refuse any offer of performance with respect to, or


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substitutions for, the Guaranteed Obligations or any Loan Document and/or
subordinate the payment of the same to the payment of any other obligations;
(iii) request and accept other guaranties of any of the Borrower's obligations
under the Loan Documents and take and hold security for the payment or
performance of this Guarantee or the Loan Documents; (iv) release, surrender,
exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or
modify, with or without consideration, any security for payment or performance
of the Borrower's obligations under the Loan Documents, any other guaranties of
the Loans, or any other obligation of any Person (including any other guarantor)
with respect to the Loans; (v) enforce and apply any security now or hereafter
held by or for the benefit of the Administrative Agent and the Lenders in
respect of this Guarantee or the Loans and direct the order or manner of sale
thereof, and to bid at any such sale, or exercise any other right or remedy that
the Administrative Agent or the Lenders may have against any such security, in
each case as in its discretion may determine consistent with any applicable
security agreement, including foreclosure on any such security pursuant to one
or more judicial or nonjudicial sales, even though such action operates to
impair or extinguish any right of reimbursement or subrogation or other right or
remedy of Guarantor against the Borrower or any security for the Guaranteed
Obligations; (vi) apply any payments or recoveries from the Borrower, Guarantor
or any other sources, and any proceeds of any security, to the Guaranteed
Obligations in such manner, order and priority as the Administrative Agent may
elect (whether or not those obligations are guaranteed by this Guarantee or
secured at the time of the application); and (vii) exercise any other rights
available to it under the Loan Documents. The Guarantor authorizes the
Administrative Agent at any time in its discretion to direct the order and
manner of any sale of all or any part of any security now or later held for the
Guaranteed Obligations or this Guarantee, and to bid to at any such sale, to
apply any payments or recoveries from the Borrower, the Guarantor or any other
source, and any proceeds of any security, to the Guaranteed Obligation in such
manner, order and priority as the Administrative Agent may elect (whether or not
those obligations are guaranteed by this Guarantee or secured at the time of the
application). The Administrative Agent may take any of the foregoing actions
upon any terms and conditions as the Administrative Agent may elect, without
giving notice to the Guarantor or obtaining the consent of the Guarantor and
without affecting the liability of the Guarantor to the Administrative Agent or
the Lenders.

     (e) Except as expressly provided in Sections 1.02(c) and 1.02(d), this
Guarantee and the obligations of the Guarantor hereunder shall be valid and
enforceable and shall not be subject to any reduction, limitation, impairment,
discharge or termination for any reason (other than payment in full of the
outstanding Loans, together with all other amounts due to the Administrative
Agent and the Lenders under the Loan Documents and the termination of any
remaining Commitments or performance in full of the Guaranteed Obligations),
including, without limitation, the occurrence of any of the following, whether
or not the Guarantor shall have had notice or knowledge of any of them: (i) any
failure or omission to assert or enforce or agreement or election not to assert
or enforce, or the stay or enjoining, by order of court, by operation of law or
otherwise, of the exercise or enforcement of, any claim or demand or any right,
power or remedy (whether arising under the Loan Documents, at law, in equity or
otherwise) with respect to the Guaranteed Obligations or the Loan Documents, or
with respect to any other guaranty of or security for the payment or performance
of the Guaranteed Obligations or the Loans; (ii) any rescission, waiver,
amendment or modification of, or any consent to departure from, any of the terms
or provisions (including without limitation provisions relating to any Event of


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Default) of the Loan Documents, the material agreements, the Sources and Uses
Budget or of any other guaranty or security for the Guaranteed Obligations or
the Loans, in each case whether or not in accordance with the terms of the Loan
Documents or any agreement relating to such other guaranty or security; (iii)
any Loan Document, at any time being found to be illegal, invalid or
unenforceable with respect to the Borrower; (iv) the application of payments
received from any source (other than payments received pursuant to this
Guarantee or the other Loan Documents or from the proceeds of any security for
the Guaranteed Obligations or the Notes except to the extent such security also
serves as collateral for indebtedness other than the Guaranteed Obligations or
the Notes) to the payment of indebtedness other than the Loans, even though the
Administrative Agent and/or the Lenders might have elected to apply such payment
to any part or all of the Loans; (v) the Administrative Agent's consent to the
change, reorganization or termination of the ownership structure or existence of
the Borrower or any of its Affiliates and to any corresponding restructuring of
the Loans, including, without limitation, the Guaranteed Obligations; (vi) any
failure to perfect or continue perfection of a security interest in any
collateral which secures any of the Loans, including, without limitation, the
Guaranteed Obligations; (vii) any defenses, set-offs or counterclaims that the
Borrower may assert against the Administrative Agent or any of the Lenders in
respect of the Loans, including, without limitation, the failure of
consideration, breach of warranty, payment, statute of frauds, statute of
limitations, accord and satisfaction and usury, other than payment or
performance of such obligations under the Loan Documents to the extent
encompassed in the Guaranteed Obligations; (viii) the acquisition or transfer of
title to the Project to the Administrative Agent, any of the Lenders, any
Affiliate of the Lenders or any designee of the Administrative Agent or the
Lenders (including, without limitation, any purchaser through foreclosure, deed
in lieu or otherwise); (ix) any act or event which might otherwise discharge,
reduce, limit or modify the Guarantor's obligations under this Guarantee; (x)
any waiver, extension, modification, forbearance, delay or other act or omission
of the Administrative Agent or the Lenders, or their failure to proceed promptly
or otherwise as against the Borrower, the Guarantor or any security; (xi) any
action, omission or circumstance which might increase the likelihood that the
Guarantor may be called upon to perform under this Guarantee or which might
affect the rights or remedies of the Guarantor as against the Borrower; (xii)
any dealings occurring at any time between the Borrower and the Administrative
Agent or the Lenders, whether relating to the Guaranteed Obligations or
otherwise; and (xiii) any other act or thing or omission, or delay to do any
other act or thing, which may or might in any manner or to any extent vary the
risk of the Guarantor as an obligor in respect of the Guaranteed Obligations.

     (f) Whether or not Guarantor's obligations under this Guarantee are subject
to any maximum dollar amount or any other limitation expressly set forth in this
Guarantee, Guarantor's liability under this Guarantee shall not be impaired,
reduced or affected by reason of Administrative Agent's and/or any Lender's
application of any payments received from any source (i) to the payment of any
obligation or indebtedness of Borrower which is not part of the Guaranteed
Obligations, even though Administrative Agent and/or any such Lender might
lawfully have elected to apply such payment to any part or all of the Guaranteed
Obligations, it being the intention of the parties that, notwithstanding any act
or thing which might otherwise operate as a legal or equitable full or partial
discharge of a surety, the Guarantor shall remain fully liable for the payment
of all of the Guaranteed Obligations until the Loans and all other Guaranteed
Obligations have been indefeasibly paid and performed in full; provided that the
foregoing shall not be construed as an authorization to Administrative Agent
and/or any Lender to apply to any such other obligation of the Borrower the


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amount of an indefeasible payment that has been made by the Guarantor to
Administrative Agent and/or any Lender if and to the extent that such payment is
made by the Guarantor with express written instructions that such payment be
applied directly in reduction of the Guaranteed Obligations; or (ii) to the
payment of any of the Guaranteed Obligations (whether or not such payment might
reduce the outstanding amount of the Guaranteed Obligations to a sum that is
less than the maximum dollar liability, if any, of the Guarantor expressly set
forth herein), unless and until such payment shall have become indefeasible, the
amount so paid shall no longer be available for future advance under the Loans,
and the Loans and all other Guaranteed Obligations shall have been indefeasibly
paid and performed in full, it being the intention of the parties that,
notwithstanding any payments applied in reduction of the Guaranteed Obligations
from any source, the Guarantor shall be and remain fully liable for the payment
of all of the Guaranteed Obligations until the Loans and all other Guaranteed
Obligations have been indefeasibly paid and performed in full and the Lenders
shall have no further or continuing obligation to make any additional advances
of the Loans to Borrower. As used herein, an "indefeasible" payment shall mean
and refer to a payment that is no longer subject to potential disaffirmance,
impairment, set aside, offset, recoupment, defeasance, recovery, disallowance,
or recapture pursuant to the provisions of any federal or state law, regulation
or order applicable to or governing creditors' rights, including without
limitation Title 11 of the United States Code, as amended, either by reason of
the passage of time following such payment or the final judgment of a court of
competent jurisdiction establishing the unassailable right of the party
receiving such payment to retain such payment without reduction, offset, or
other impairment.

     1.03. Waivers by the Guarantor. The Guarantor hereby waives, for the
benefit of the Administrative Agent and the Lenders:

     (a) any right to require the Administrative Agent or the Lenders, as a
condition of payment or performance or completion by the Guarantor, to (i) cause
a marshalling of Borrower's or any other Person's assets or to cause
Administrative Agent or the Lenders to proceed against the Borrower, any other
guarantor of the Guaranteed Obligations or any other Person, (ii) proceed
against or exhaust any security held from the Borrower, any such other guarantor
or any other Person, (iii) proceed against or have resort to any balance of any
deposit account or credit on the books of the Lenders in favor of the Borrower
or any other Person, or (iv) pursue any other remedy in the power of the
Administrative Agent or any of the Lenders whatsoever;

     (b) any defense arising by reason of the incapacity, lack of authority or
any disability or other defense of the Borrower, including, without limitation,
any defense based on or arising out of the lack of validity or the
unenforceability of the Guaranteed Obligations or any agreement or instrument
related thereto or by reason of the cessation of the liability of the Borrower
from any cause other than payment, performance and completion in full of the
Guaranteed Obligations;

     (c) any defense based upon any statute or rule of law which provides that
the obligation of a surety must be neither larger in amount nor in other
respects more burdensome than that of the principal;


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     (d) any defense based upon the Administrative Agent's or any of the
Lender's errors or omissions in the administration of the Loans, including,
without limitation, the Guaranteed Obligations; provided, however, the waiver
set forth in this clause (d) shall not operate as a waiver of any defense based
on Administrative Agent's or any Lender's gross negligence or willful
misconduct, in which case such waiver shall not apply to any such defense
against claims by the party to whom the gross negligence or willful misconduct
is attributable (but without limiting any such waiver as it applies to any claim
by any other party) to the extent of such gross negligence or willful
misconduct;

     (e) (i) any principles or provisions of law, statutory or otherwise, which
are or might be in conflict with the terms of this Guarantee and any legal or
equitable discharge of the Guarantor's obligations hereunder (other than
payment, performance and completion of the Guaranteed Obligations or the Loans
in full), (ii) the benefit of any statute of limitations affecting Guarantor's
liability hereunder or the enforcement hereof, (iii) any rights to set-offs,
recoupments and counterclaims and (iv) promptness, diligence and any requirement
that the Administrative Agent or any of the Lenders protect, secure, perfect or
insure any security interest or lien or any property subject thereto;

     (f) notices, demands, presentments, protests, notices of protest, notices
of dishonor and notices of any action or inaction, notices of default under the
other Loan Documents or any agreement or instrument related thereto, notices of
any renewal, extension or modification of the Guaranteed Obligations or any
agreement related thereto, notices of any extension of credit to the Borrower
and any right to consent to any thereof;

     (g) any release, discharge, modification, impairment or limitation of the
liability of the Borrower to the Administrative Agent or the Lenders, whether
consented to by the Administrative Agent or the Lenders, consensual or arising
by operation of law or any proceedings in bankruptcy or reorganization, or from
any other cause;

     (h) any defense based on any rejection or disaffirmance of the Guaranteed
Obligations, or any part thereof, or any security held therefor, in any such
proceedings in bankruptcy or reorganization;

     (i) any defense based on any action taken or omitted by the Administrative
Agent or the Lenders in any proceedings in bankruptcy or insolvency involving
the Borrower, including any election to have their claim allowed as being
secured, partially secured or unsecured, any extension of credit by the
Administrative Agent or the Lenders to the Borrower in any proceedings in
bankruptcy or insolvency, and taking and holding by the Administrative Agent or
the Lenders of any security for any such extension of credit;

     (j) any defense or benefits that may be derived from or afforded by law
which limit the liability of or exonerate guarantors or sureties, or which may
conflict with the terms of this Guarantee, other than payment or performance of
such obligations under the Loan Documents;


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     (k) any rights (x) of subrogation, (y) to participate in any claim or
remedy Lenders or Administrative Agent may now or hereafter have against
Borrower or in all or any portion of the Project and (z) to contribution,
indemnification, set-off, exoneration or reimbursement, whether from Borrower or
any other Person now or hereafter primarily or seco