exv10w7






EXHIBIT 10.7




AGREEMENT REGARDING PURCHASE OF PARTNERSHIP INTERESTS




BY AND BETWEEN



CEDAR SHOPPING CENTERS PARTNERSHIP, L.P., as seller



AND



RIOCAN HOLDINGS USA INC., as purchaser



Dated as of October 26, 2009



Premises:



	 	 	 

	Columbus Crossing Shopping Center 

Philadelphia, PA

	 	Franklin Village Plaza

Franklin, MA
	 
	 	 
	Loyal Plaza Shopping Center 

Williamsport, PA

	 	Stop & Shop Plaza

Bridgeport, CT
	 
	 	 
	Blue Mountain Commons 

Susquehanna Township, PA

	 	Sunset Crossing Shopping Center

Dickson, PA
	 
	 	 
	Shaw’s Plaza
Raynham, MA
	 	 











 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	1.
	 	Certain Definitions	 	 	1	 
	2.
	 	Reorganizations and Consideration	 	 	13	 
	3.
	 	Closing	 	 	15	 
	4.
	 	Earn-Out	 	 	16	 
	5.
	 	Substitution	 	 	18	 
	6.
	 	Closing Costs	 	 	19	 
	7.
	 	Blue Mountain Development Parcel	 	 	20	 
	8.
	 	Investigations	 	 	22	 
	9.
	 	Indemnification	 	 	24	 
	10.
	 	Confidentiality	 	 	24	 
	11.
	 	Undertaking	 	 	25	 
	12.
	 	Lender Approval	 	 	25	 
	13.
	 	Representations and Warranties of Cedar	 	 	27	 
	14.
	 	Representations and Warranties of RioCan	 	 	38	 
	15.
	 	Investment Representations, Etc	 	 	39	 
	16.
	 	Interim Covenants of Cedar	 	 	40	 
	17.
	 	Deliveries to be made on the Closing Date	 	 	44	 
	18.
	 	Conditions to the Closings	 	 	47	 
	19.
	 	Apportionments	 	 	50	 
	20.
	 	Condemnation or Destruction of the Properties	 	 	54	 
	21.
	 	Release	 	 	55	 
	22.
	 	Brokers	 	 	56	 
	23.
	 	Limitation of Liability	 	 	56	 
	24.
	 	Remedies For Default	 	 	57	 
	25.
	 	Title Reviews	 	 	59	 
	26.
	 	Notices	 	 	62	 
	27.
	 	Amendments	 	 	64	 
	28.
	 	Governing Law; Jurisdiction; Construction	 	 	64	 
	29.
	 	Partial Invalidity	 	 	64	 
	30.
	 	Counterparts	 	 	64	 
	31.
	 	No Third Party Beneficiaries	 	 	65	 
	32.
	 	Waiver	 	 	65	 
	33.
	 	Assignment	 	 	65	 
	34.
	 	Binding Effect	 	 	66	 
	35.
	 	Entire Agreement	 	 	66	 






 









 






	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	36.
	 	Further Assurances	 	 	66	 
	37.
	 	Paragraph Headings/Schedules	 	 	66	 
	38.
	 	Waiver of Trial by Jury	 	 	66	 
	39.
	 	Litigation Costs	 	 	66	 
	40.
	 	Currency	 	 	67	 
	41.
	 	Time of the Essence	 	 	67	 
	42.
	 	Press Releases	 	 	67	 






EXHIBITS




EXHIBIT A -1 THROUGH A-7 LAND

EXHIBIT B FORM OF LIMITED PARTNERSHIP AGREEMENT

EXHIBIT C PRE-RIOCAN PROPERTY OWNER AGREEMENTS

EXHIBIT D FORM OF MANAGEMENT AGREEMENT

EXHIBIT E ALLOTTED CONSIDERATION

EXHIBIT F FORM OF ESCROW AGREEMENT

EXHIBIT G FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

EXHIBIT H ADDITIONAL MATERIALS

EXHIBIT I BLUE MOUNTAIN DEVELOPMENT PARCEL

EXHIBIT J FRANKLIN VILLAGE EARN-OUT SPACE




SCHEDULES




SCHEDULE 1 EXISTING OWNERSHIP CHARTS

SCHEDULE 2 REORGANIZATION STEPS

SCHEDULE 3 POST CLOSING CHARTS

SCHEDULE 4 SERVICE CONTRACTS

SCHEDULE 5 LEASES

SCHEDULE 6 EXISTING TITLE POLICIES

SCHEDULE 7 LITIGATION

SCHEDULE 8 LOAN DOCUMENTS

SCHEDULE 9 EARN-OUT PROCEEDS

SCHEDULE 10 MATERIAL LEASE DEFAULTS

SCHEDULE 11 BLUE MOUNTAIN LEASES

SCHEDULE 12 MAJOR TENANTS

SCHEDULE 13 EXISTING SURVEYS

SCHEDULE 14 EXCLUDED COMPETITORS

SCHEDULE 15 LEASING PROFORMA




 









 





AGREEMENT REGARDING PURCHASE OF PARTNERSHIP INTERESTS



AGREEMENT REGARDING PURCHASE OF PARTNERSHIP INTERESTS (this “Agreement”), made as of the 26th day
of October, 2009, by and between CEDAR SHOPPING CENTERS PARTNERSHIP, L.P., a Delaware limited
partnership (“Cedar”) and RIOCAN HOLDINGS USA INC., a Delaware corporation (“RioCan”).




W I T N E S S E T H :



WHEREAS, subject to the terms and provisions of this Agreement, Cedar and RioCan have agreed to
form a Delaware limited partnership (the “Partnership”) for the purpose of directly or indirectly
acquiring all of Cedar’s interests in the Properties (as hereinafter defined); and



WHEREAS, the Partnership will be comprised of (x) Cedar LP (as hereinafter defined) having a
nineteen percent (19%) limited partnership interest, (y) Cedar GP (as hereinafter defined) having a
one percent (1%) general partnership interest, and (z) RioCan, having an eighty percent (80%)
limited partnership interest.



NOW THEREFORE, in consideration of the mutual covenants contained herein, and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Cedar and
RioCan hereby agree as follows:





	1.	 	Certain Definitions.




For purposes of this Agreement, the following terms shall have the respective meanings set forth
below:





Additional Title Objections: As defined in Section 25(b).




Adjustment Date: As defined in Section 19(a).




Agreement: As defined in the Preamble.




Allotted Consideration: As defined in Section 2(b).




Balance Sheets: As defined in Section 13(a).




Blue Mountain: The Property located in Susquehanna Township, Pennsylvania and known as
“Blue Mountain Commons”.




Blue Mountain Closing: The Closing with respect to Blue Mountain.




Blue Mountain Closing Date: The Closing Date with respect to Blue Mountain.




Blue Mountain Closing Earn-Out Proceeds: The Earn-Out Proceeds with respect to the Blue
Mountain Leases for which the conditions provided in Section 4(a) shall have been satisfied
as of the Blue Mountain Closing Date.




Blue Mountain Condo Conversion: As defined in Section 7(b).



 









 






Blue Mountain Development Parcel: That certain parcel of land located in Susquehanna
Township, Pennsylvania, more particularly described on Exhibit I.




Blue Mountain Ground Lease: As defined in Section 7(b).




Blue Mountain Leases:




	 	(a)	 	Those Leases as set out in Schedule 11;






	 	(b)	 	Leases of space in Blue Mountain executed in accordance with the terms of this
Agreement; and






	 	(c)	 	Leases of space in Blue Mountain that are approved after the Blue Mountain
Closing, in accordance with the Partnership Agreement and relevant Property Management
Agreement.






Blue Mountain Line of Credit: The revolving line of credit from KeyBank, National
Association, as administrative agent, encumbering, inter alia, Blue Mountain
as of the date hereof.




Blue Mountain Loan: As defined in Section 16(b).




Blue Mountain Loan Application: As defined in Section 16(b)




Blue Mountain Loan Documents: As defined in Section 16(b).




Blue Mountain REA: As defined in Section 7(a).




Blue Mountain Separation: As defined in Section 7(a).




Blue Mountain Shopping Center Parcel: That certain parcel of land located in Susquehanna
Township, Pennsylvania, more particularly described on Exhibit A-5, excluding the Blue
Mountain Development Parcel.




Bridgeport Ground Lease: Ground Lease dated December 8, 2004, by and between The Housing
Authority of the City of Bridgeport, LLC, as landlord, and Cedar Bridgeport, LLC (as
successor-in-interest to Fairfield Avenue Investors, LLC), as tenant.




Bridgeport Loan: As defined in Section 13(a).




Bridgeport Loan Documents: As defined in Section 13(a).




Buildings: With respect to each parcel of Land, all buildings, structures (surface and
subsurface), installations and other improvements located thereon.




Business Day: Any day, other than a Saturday or Sunday, on which commercial banks in the
State of New York are not required or authorized to be closed for business.




Cedar: As defined in the Preamble.



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Cedar GP: The wholly-owned subsidiary of Cedar that will be the general partner of the
Partnership.




Cedar LP: The wholly-owned subsidiary of Cedar that will be the limited partner of the
Partnership.




Cedar Partners: Individually and collectively, as applicable, Cedar GP and Cedar LP.




Cedar Related Parties: Cedar and any agent, advisor, representative, affiliate, employee,
director, partner, member, beneficiary, investor, servant, shareholder, trustee or other
person or entity acting on Cedar’s behalf or otherwise related to or affiliated with Cedar,
including, without limitation, the Cedar Partners.




Closing: The closing of a Transaction contemplated hereby.




Closing Date: As defined in Section 3.




Closing Date Representations: As defined in Section 17(a).




Closing Documents: The agreements, instruments and other documents to be delivered by Cedar
to RioCan pursuant to Section 17(a) or otherwise pursuant to this Agreement and the
agreements, instruments and other documents to be delivered by RioCan to Cedar pursuant to
Section 17(b) or otherwise pursuant to this Agreement.




Columbus Crossing: The Property located in Philadelphia, Pennsylvania and known as
“Columbus Crossing Shopping Center.”




Columbus Crossing Loan: As defined in Section 13(a).




Columbus Crossing Loan Documents: As defined in Section 13(a).




Columbus Crossing Loan Guaranty: Surety Agreement, dated as of June 9, 2009, by Cedar in
favor of Susquehanna Bank, a Pennsylvania banking corporation.




Columbus Crossing Preferred Interests: The partnership interests in the Columbus Crossing
Property Owner owned directly or indirectly by Welsh-Square, Inc., The Indenture of Trust of
Bart Blatstein dated as of June 9, 1998 and/or The Irrevocable Indenture of Trust of Barton
Blatstein dated July 13, 1999.




Columbus Crossing Preferred Partner Loan: The loan evidenced by the Columbus Crossing
Preferred Partner Loan Documents.




Columbus Crossing Preferred Partner Loan Documents: As defined in Section 13(a).




Columbus Crossing Property Owner: Delaware 1851 Associates, L.P., a Pennsylvania limited
partnership that is the owner of Columbus Crossing.




Columbus Crossing Reimbursement Agreement: As defined in Section 17(a).



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Commission: The United States Securities and Exchange Commission.




Confidentiality Agreement: The Confidentiality Agreement between CSCI and RioCan REIT dated
September 25, 2009.




Consideration: As defined in Section 2(b).




Control: means, when used with respect to any specified Person, the power to direct the
management and policies of such Person, directly or indirectly, whether through the
ownership of voting securities or other beneficial interest, by contract or otherwise; and
the terms “Controlling” and “Controlled” have the meanings correlative to the foregoing.




CSCI: Cedar Shopping Centers, Inc., a Maryland corporation, and any successors thereto.




Default Notice: As defined in Section 24(c).




Defaulting Party: As defined in Section 24(c).




Deposit: As defined in Section 2(c).




Direct Interests: Individually and collectively, as applicable, the partnership interests
in the applicable Property Owners (other than the Columbus Crossing Preferred Interests).




Due Diligence Site: The internet based “virtual vault” created by Cedar where Cedar has
assembled and has made available the Information to RioCan prior to the date hereof.




Earn-Out Proceeds: An amount equal to the NOI payable under the applicable lease (or
renewal thereof), divided by a capitalization rate of 8.5%. A sample calculation of the
Earn-Out Proceeds with respect to each Blue Mountain Lease executed prior to the date hereof
and each portion of the Franklin Village Earn-Out Space is attached hereto and made a part
hereof as Schedule 9.




Environmental Claim: With respect to any Property, any action, cause of action, suit,
order, decree, award, proceeding, judgment, penalty, assessment, claim, or fine imposing or
alleging potential liability for any violation of Environmental Laws or otherwise relating
to Hazardous Substances.




Environmental Laws: All applicable federal, state, municipal and local laws (including
without limitation all statutes, by-laws and regulations and all orders, directives and
decisions rendered by, and policies, instructions, guidelines and similar guidance of, any
ministry, department or administrative or regulatory agency), relating to the protection of
the environment, or the manufacture, processing, distribution, use, treatment, storage,
disposal, packaging, transport, handling, containment, clean-up or other remediation or
corrective action of any Hazardous Substances.



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Escrow Agent: Commonwealth Land Title Insurance Company, Two Grand Central Tower 140 East
45th Street, 22nd Floor, New York, NY 10017, Attention: Robert Fitzgerald.




Executive Order 13224: Executive Order 13224—Blocking Property and Prohibiting Transactions
with Persons Who Commit, Threaten to Commit, or Support Terrorism, issued by OFAC.




Existing Columbus Crossing Preferred Partner Lender: Cedar Lender LLC, a Delaware limited
liability company that is a wholly-owned subsidiary of Cedar and is the holder of the
Columbus Crossing Preferred Partner Loan on the date hereof.




Existing Surveys: The surveys listed on Schedule 13 attached hereto and made a part hereof.




Existing Title Policies: The title policies listed on Schedule 6 attached hereto and made a
part hereof.




Extension Period: As defined in Section 12(b).




Financial Statements: As defined in Section 13(a).




First Scheduled Closing Date: As defined in Section 3.




Franklin Village: The Property located in Franklin, Massachusetts and known as “Franklin
Village Plaza”.




Franklin Village Applebee’s Space: All or any portion of the space located at Franklin
Village that is designated as the “Applebee’s Space” on Exhibit J.




Franklin Village Closing: The Closing with respect to Franklin Village.




Franklin Village Closing Date: The Closing Date with respect to Franklin Village.




Franklin Village Earn-Out Space: Individually and collectively, as applicable, the Franklin
Village Applebee’s Space, the Franklin Village New Lease Space and the Franklin Village
Renewal Lease Space.




Franklin Village Loan: As defined in Section 13(a).




Franklin Village Loan Documents: As defined in Section 13(a).




Franklin Village New Lease Space: All or any portion of the space located at Franklin
Village that is designated as the “Franklin Village New Lease Space” on Exhibit J.




Franklin Village Renewal Lease Space: All or any portion of the space located at Franklin
Village that is designated as the “Franklin Village Renewal Lease Space” on Exhibit J.



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GAAP: Generally accepted accounting principles of the United States, consistently applied.




Governmental Authority: Any agency, instrumentality, department, commission, court,
tribunal or board of any government, whether foreign or domestic and whether national,
federal, state, provincial, local or any quasi-governmental entity or any Person acting
under the authority of any of the foregoing.




Ground Leases: The Bridgeport Ground Lease and the Loyal Plaza Ground Lease, in each case
as amended, renewed or otherwise varied.




Ground Lessor Estoppels: As defined in Section 16(d).




Ground Lessors: The lessors under the Bridgeport Ground Lease and the Loyal Plaza Ground
Lease.




Hazardous Substances: Any pollutants, contaminants, chemicals, deleterious substances, waste
(including without limitation industrial, toxic or hazardous wastes), petroleum or petroleum
products, asbestos, PCBs, underground storage tanks and the contents thereof, flammable
materials or radioactive materials.




Indirect Interests: Individually and collectively, as applicable, the equity interests in
the Indirect Owners.




Indirect Owner(s): Individually and collectively, as applicable, the subsidiaries of Cedar
that are direct or indirect owners of equity interests in the Property Owners, which (a)
exist on the date hereof, will survive the Reorganizations (as more particularly described
in Schedule 2) and will be wholly owned directly or indirectly by REIT Property Subsidiary
following the Closings (as more particularly described in Schedule 3) or (b) will be formed
in connection with the Reorganizations (as more particularly described in Schedule 2) and
will be wholly owned directly or indirectly by REIT Property Subsidiary following the
Closings (as more particularly described in Schedule 3).




Information: Any of the following: (i) all information and documents in any way relating to
the Properties, the Owners, the Interests, the Columbus Crossing Preferred Interests, the
operation thereof or the sale thereof, all leases and contracts furnished to RioCan or the
RioCan Representatives by Cedar or any Cedar Related Party or their agents or
representatives, including, without limitation, their contractors, engineers, attorneys,
accountants, consultants, brokers or advisors, and all information and documents posted on
the Due Diligence Site, whether prior to or after the date hereof, and (ii) all analyses,
compilations, data, studies, reports or other information or documents prepared or obtained
by RioCan or the RioCan Representatives containing or based on, in whole or in part, the
information or documents described in the preceding subparagraph (i), the Investigations, or
otherwise reflecting their review or investigation of the Properties, the Owners, the
Interests and/or the Columbus Crossing Preferred Interests.



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Institutional Investor: Any of the following types of entities (or any entity that is
directly or indirectly wholly-owned and Controlled by any of the following types of
entities), whether domestic or Canadian: (a) a commercial bank, trust company (whether
acting individually or in a fiduciary capacity for another entity that constitutes an
Institutional Investor), savings and loan association, savings bank, financing company or
similar institution; (b) an insurance company; (c) an investment bank; or (d) an employee’s
welfare, benefit, profit-sharing, pension or retirement trust, fund or system (whether
federal, state, municipal, private or otherwise); in each case on the condition that such
Institutional Investor (i) is regularly engaged in the business of owning or operating
commercial real estate properties, (ii) is recognized as a reputable investor, (iii) has net
assets (in name or under management) in excess of One Billion Dollars ($1,000,000,000), (iv)
is not one of Persons described in Section 14(a)(iv) hereof, (v) is neither one of the
Persons listed on Schedule 14 nor Controlled by any such Persons, and (vi) is otherwise
reasonably acceptable to Cedar, it being acknowledged that CPP Investment Board, a Canadian
corporation, is acceptable to Cedar.




Intellectual Property: The interest, if any, of the applicable Property Owner in any
trademarks, trade names, logos, names, coined words, abbreviations, designs, styles,
certification marks, copyrights, industrial designs and other similar property relating
solely to any Property.




Interests: Individually and collectively, as applicable, the Direct Interests and the
Indirect Interests.




Investigations: As defined in Section 8.




Land: As applicable, that certain parcel of land located in (i) Philadelphia, Pennsylvania,
(ii) Franklin, Massachusetts, (iii) Williamsport, Pennsylvania, (iv) Bridgeport,
Connecticut, (v) Susquehanna Township, Pennsylvania, (vi) Dickson, Pennsylvania, and (vii)
Raynham, Massachusetts, all as more particularly described in Exhibit A-1 through A-7
hereof, respectively.




Lease Exhibit: As defined in the definition of “Leases” set forth in this Agreement.




Leases: With respect to each Property, (i) the leases described on Schedule 5 attached
hereto and made a part hereof (collectively, the “Lease Exhibit”) with respect to such
Property, and (ii) the leases entered into by any Property Owner in accordance with Section
4 and Section 16(a) hereof.




Leasing Costs: As defined in Section 19(b).




Lenders: Collectively, the mortgage lenders under each of the Loans.




Loan Approval Deadline: As defined in Section 12(b).




Loan Approvals: As defined in Section 12(a).



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Loan Documents: Collectively, the Columbus Crossing Loan Documents, the Franklin Village
Loan Documents, the Loyal Plaza Loan Documents, the Bridgeport Loan Documents and the Shaw’s
Plaza Loan Documents and, if applicable, the Blue Mountain Loan Documents and the Sunset
Crossing Loan Documents, as each of the foregoing may be amended in accordance with this
Agreement.




Loan Estoppel Statement: As defined in Section 12(a).




Loans: Collectively, the Columbus Crossing Loan, the Franklin Village Loan, the Loyal Plaza
Loan, the Bridgeport Loan and the Shaw’s Plaza Loan and, if applicable, the Blue Mountain
Loan and the Sunset Crossing Loan.




Loyal Plaza Ground Lease: Agreement of Lease dated January 15, 1963, by and between Robert
M. Zaner and Ruth S. Zaner, his wife, as landlord, and Loyal Plaza Associates, L.P. (as
ultimate successor-in-interest to Murray H. Goodman), as tenant, as amended by that certain
Amendatory Agreement, dated March 26, 1964.




Loyal Plaza Loan: As defined in Section 13(a).




Loyal Plaza Loan Documents: As defined in Section 13(a).




Major Tenants: Those Tenants listed on Schedule 12 attached hereto.




Management Agreements: With respect to each Property, the Property Management Agreement to
be entered into at the applicable Closing between the applicable Property Owner and Manager
for the management and leasing of such Property, the form of which is attached hereto as
Exhibit D.




Manager: Cedar or an affiliate of Cedar, as determined by Cedar (provided such affiliate is
directly or indirectly wholly-owned by Cedar or CSCI and generally manages the other
properties directly or indirectly owned by Cedar).




Mandatory Cure Item: As defined in Section 25(c).




Material Title Contracts: Any common use agreements and easement agreements of record the
termination of which would materially and adversely affect or interfere with the ordinary
use or operation of the applicable Property.




Net Consideration: As defined in Section 2(b).




New Columbus Crossing Preferred Partner Lender: A wholly-owned subsidiary of REIT Property
Subsidiary that shall be a Delaware limited liability company, to be formed to acquire, at
the Closing of Columbus Crossing, and thereafter own the Columbus Crossing Preferred Partner
Loan and the Columbus Crossing Preferred Partner Loan Documents.




NOI: Means the annualized amounts payable by the applicable Tenant pursuant to a Lease (or
renewal thereof), less the sum of (i) the annualized operating costs and realty



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tax recoveries included in such amounts, (ii) the Permanent Shortfall, (iii) a vacancy
allowance equal to 3% of annualized “gross receipts” (as defined in the applicable
Management Agreement) to be generated from the applicable Tenant (other than, in the case of
Blue Mountain only, Giant Food Stores LLC, for which no such vacancy allowance shall be
deducted); and (iv) 3.5% of “gross receipts” to be generated from the applicable Tenant, on
account of management fees.




Non-Defaulting Party: As defined in Section 24(c).




OFAC: The Office of Foreign Assets Control of the United States Department of the Treasury.




OFAC Lists: As defined in Section 14(a).




Outside Adjustment Date: As defined in Section 19(f)




Outside Closing Date: As defined in Section 3.




Outside RioCan Adjournment Date: As defined in Section 3.




Owners: Individually and collectively, as applicable, the Property Owners and the Indirect
Owners.




Partnership: As defined in the Recitals.




Partnership Agreement: The Limited Partnership Agreement to be entered into by and among
the Cedar Partners and RioCan on or prior to the first Closing hereunder in respect of their
relationship as partners of the Partnership, in substantially the form attached hereto as
Exhibit B.




Partnership Interests: As defined in Section 15(a).




Partnership Subsidiary GP: Means a limited liability company wholly-owned by the
Partnership and formed to own the general partnership interest in the REIT.




Percentage Interest: The respective partnership interests of the Cedar Partners and RioCan
in the Partnership from and after the first Closing hereunder as follows: (x) the percentage
interest of Cedar GP shall be one percent (1%), (y) the percentage interest of Cedar LP
shall be nineteen percent (19%) and (z) the percentage interest of RioCan shall be eighty
percent (80%), as the same may be adjusted pursuant to the provisions of the Partnership
Agreement.




Permanent Shortfall: The annualized amount, if any, by which the Tenant’s annualized
proportionate share of operating cost and realty tax recoveries (as determined by Cedar,
acting reasonably, based on the recoveries provided for in the standard form lease used by
Cedar) exceeds the annualized amount actually payable by such Tenant under such Lease on
account of operating costs and realty taxes.



- 9 -









 






Permitted Exceptions: With respect to each Property (unless otherwise provided herein):
(i) the state of facts shown on the Existing Survey of such Property; (ii) as applicable,
subject to the rights of RioCan pursuant to Section 16(b) and (c) hereof, respectively, any
Loan Documents; (iii) with respect to the Properties, those matters specifically set forth
on Schedule B of the Existing Title Policy of the applicable Property and any matters
omitted or affirmatively insured over pursuant to or in connection with such Existing Title
Policy; (iv) all laws, ordinances, rules and regulations of the United States, the
Commonwealth or State in which the Property is located, or any Governmental Authority, as
the same may now exist or may be hereafter modified, supplemented or promulgated; (v) all
presently existing and future liens of real estate taxes or assessments and water rates,
water meter charges, water frontage charges and sewer taxes, rents and charges, if any,
provided that such items are not yet due and payable and are apportioned as provided in this
Agreement; (vi) any other matter or thing affecting title to such Property that RioCan shall
have agreed in writing or be deemed to have agreed pursuant to the express terms of this
Agreement to waive as a Title Objection or Additional Title Objection; (vii) all violations
of laws, ordinances, orders, requirements or regulations of any Governmental Authority known
by RioCan as of the date of this Agreement; (viii) all utility easements; and (ix) all other
matters of record which do not, individually or in the aggregate, prohibit or materially and
adversely interfere with the present use or operation of the applicable Property, or
materially and adversely affect the value or marketability of the applicable Property.




Person: An individual, partnership, joint venture, corporation, trust or other entity.




Personal Property: With respect to each Property, all right, title and interest of the
applicable Property Owner, if any, in and to the fixtures, equipment and other personal
property owned by such Property Owner and attached or appurtenant to the applicable
Property.




Pre-RioCan Owner Agreements: Prior to the respective Reorganizations, the organizational
documents of each Owner identified on Exhibit C attached hereto and following the
Reorganizations but prior to the applicable Closing Date, the limited partnership or limited
liability company agreement of each Owner in a form consistent with the terms of the
Partnership Agreement and the applicable Loan Documents (as modified by any applicable Loan
Approval) in all material respects and otherwise reasonably acceptable to the parties.




Property or Properties: Collectively or individually, as applicable, those certain real
properties commonly known as: (i) Columbus Crossing Shopping Center, located in
Philadelphia, Pennsylvania; (ii) Franklin Village Plaza, located in Franklin, Massachusetts;
(iii) Loyal Plaza Shopping Center, located in Williamsport, Pennsylvania; (iv) Stop & Shop
Plaza, located in Bridgeport, Connecticut; (v) Blue Mountain Commons, located in Susquehanna
Township, Pennsylvania; (vi) Sunset Crossing Shopping Center, located in Dickson,
Pennsylvania; and (vii) Shaw’s Plaza Shopping Center, located in Raynham, Massachusetts, as
more particularly described in Exhibit A-1 through A-7 attached hereto, respectively,
together with all of the Buildings located or to be developed thereon, and also together
with all rights, interests, entitlements, benefits,



- 10 -









 






and privileges of any nature or kind whatsoever related thereto including, without
limitation, the Land, the Personal Property, Service Contracts, Leases, Intellectual
Property, Warranties, and all easements for ingress, egress, parking, utility service and
other appurtenances thereto.




Property Owner(s): Individually and collectively, as applicable, the entities identified in
Schedule 1 attached hereto, each as owner or ground lessee of each Property indicated
opposite its name.




REIT: Means a limited partnership owned by the Partnership, as limited partner, the
Partnership Subsidiary GP, as general partner, and certain outside investors, as preferred
interest holders, and formed to own all of the limited partnership interests in the REIT
Property Subsidiary. The REIT shall be treated as a corporation for U. S. tax purposes.




REIT Property Subsidiary: Means a limited partnership owned by the REIT, as limited
partner, and the REIT Subsidiary GP, as general partner, and formed to own directly or
indirectly through one or more wholly-owned subsidiaries (a) all of the Interests and (b)
all of the membership interests in the New Columbus Crossing Preferred Partner Lender.




REIT Subsidiary GP: Means a limited liability company wholly-owned by the REIT and formed
to own all of the general partnership interests in the REIT Property Subsidiary.




Remaining Scheduled Closing Date(s): As defined in Section 3.




Reorganizations: As defined in Section 2(a).




Required Operating Tenant: Individually and collectively, as applicable, any Required
Tenant that is a Giant Food Store, Super Fresh Supermarket, Stop & Shop, Marshall’s or
Shaw’s Supermarket.




Required Tenants: As defined in Section 16(d).




RioCan: As defined in the Preamble.




RioCan REIT: RioCan Real Estate Investment Trust, an Ontario trust.




RioCan Related Party: As defined in Section 21(a).




RioCan Representatives: The directors, officers, employees, affiliates, partners, members,
brokers, agents or other representatives, including, without limitation, attorneys,
accountants, contractors, consultants, engineers and financial advisors of RioCan.




Scheduled Closing Date(s): As defined in Section 3.




SEC: The Securities and Exchange Commission.



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Securities Act. The Securities Act of 1933, as amended.




Service Contracts: With respect to each Property, (i) the contracts described on Schedule 4
attached hereto and made a part hereof, (ii) Terminable Service Contracts, and (iii)
contracts entered into by any Property Owner in accordance with Section 16 hereof.




Settlement Statement: As defined in Section 17(a).




Shaw’s Plaza: The Property located in Raynham, Massachusetts and known as “Shaw’s Plaza.”




Shaw’s Plaza Loan: As defined in Section 13(a).




Shaw’s Plaza Loan Documents: As defined in Section 13(a).




Subject Interests: As defined in Section 12(b).




Subject Property: As defined in Section 12(b).




Subject Transaction(s): As defined in Section 12(b).




Substitute Property: As defined in Section 5.




Substitution Date: As defined in Section 5.




Sunset Crossing: The Property located in Dickson, Pennsylvania and known as “Sunset
Crossing Shopping Center”.




Sunset Crossing Line of Credit: The revolving line of credit from Bank of America, N.A., as
administrative agent, encumbering, inter alia, Sunset Crossing as of the date hereof.




Sunset Crossing Loan: As defined in Section 16(c).




Sunset Crossing Loan Application: As defined in Section 16(c).




Sunset Crossing Loan Documents: As defined in Section 16(c).




Supplemental Due Diligence Period: As defined in Section 8.




Supplemental Due Diligence Termination Notice: As defined in Section 8.




Supplemental Testing: Individually or collectively, as applicable, (a) in the case of
Shaw’s Plaza, a Phase 1 environmental assessment and an engineering review of Shaw’s Plaza,
and (b) in the case of Sunset Crossing, a Phase 2 environmental assessment of Sunset
Crossing pursuant to the scope of work submitted by RioCan and approved by Cedar prior to
the date of this Agreement.



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Tenant Estoppels: As defined in Section 16(d).




Tenants: Means all Persons having a right to occupy any rentable area of any Property
pursuant to a Lease.




Terminable Service Contracts: With respect to any Property, contracts entered into in the
ordinary course of business that are cancellable on sixty (60) days notice or less without
premium or penalty.




Title Company: A nationally recognized title company agreed upon by RioCan and Cedar acting
reasonably and in good faith.




Title Objection Deadline: As defined in Section 25(a).




Title Objection Letter: As defined in Section 25(a).




Title Objection Response: As defined in Section 25(a).




Title Objections: As defined in Section 25(a).




Title Reports: As defined in Section 25(a).




Transaction(s): Individually or collectively, as applicable, the Closing of the transfer of
the Interests related to one or more of the Properties to the REIT Property Subsidiary and
the transfer of the Columbus Crossing Preferred Partner Loan to the New Columbus Crossing
Preferred Partner Lender, all in accordance with the terms of this Agreement.




Transfer Taxes: As defined in Section 6(a).




Update Certificate: As defined in Section 17(a).




Warranties: The existing warranties, guarantees and indemnities for the construction and/or
the existing operation of the Buildings.




	2.	 	Reorganizations and Consideration.






	 	(a)	 	Schedule 1 attached hereto and made a part hereof depicts the ownership
structure of each of the Properties as of the date hereof. Prior to or
contemporaneously with the Closing of a Transaction, Cedar shall cause to be
effectuated the applicable assignments, transfers and conversions described on Schedule
2 attached hereto (the “Reorganizations”). Schedule 3 attached hereto and made a part
hereof depicts the ownership structure following the Closing of the Transactions
(assuming all of the Transactions close in accordance with the terms of this
Agreement). From and after the applicable Closing Date, no Cedar Related Party shall
have any continuing obligations to RioCan with respect to the Properties as transferor
or seller thereof other than as expressly provided in this Agreement.




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	 	(b)	 	The aggregate consideration payable by RioCan to Cedar on the Closing Dates for
the Interests (other than the Interests of the Indirect Owners of Blue Mountain and the
Earn-Out Proceeds in respect of the Franklin Village Applebee’s Space and the Franklin
Village New Lease Space) shall be One Hundred Sixteen Million Five Hundred Twenty
Thousand Dollars ($116,520,000) (the “Consideration”) as allocated to each Property
(other than Blue Mountain) as set forth in the applicable pro forma price schedule
attached hereto as Exhibit E (the “Allotted Consideration”). For purposes of this
Agreement, (a) the “Consideration” for the Interests of the Indirect Owners of Blue
Mountain shall be the sum of (x) the Blue Mountain Closing Earn-Out Proceeds and (y)
any amounts paid to Cedar as additional Earn-Out Proceeds pursuant to Section 4(a), (b)
the Blue Mountain Closing Earn-Out Proceeds shall constitute the “Allotted
Consideration” payable by RioCan to Cedar on the Blue Mountain Closing Date for the
Interests of the Indirect Owners of Blue Mountain, and (c) the “Consideration” for the
Interests of the Indirect Owners of Franklin Village shall be the sum of (x) the
Allotted Consideration for Franklin Village, less any portion of the Franklin Village
Earn-Out Escrow that is not disbursed to Cedar and (y) any amounts paid to Cedar as
additional Earn-Out Proceeds pursuant to Section 4(b) in respect of the Franklin
Village Applebee’s Space and the Franklin Village New Lease Space. Accordingly, for
the avoidance of doubt, wherever this Agreement shall provide that, following the
failure to close a particular Transaction that “the Consideration shall be reduced by
the amount of the applicable Allotted Consideration”, the parties acknowledge and agree
that (A) if such Transaction is the Blue Mountain Closing, no deduction of
Consideration shall be made with respect to the other Transactions since the
Consideration for Blue Mountain consists entirely of Earn-Out Proceeds and (B) if such
Transaction is the Franklin Village Closing, only the portion of the Consideration
representing the Franklin Village Earn-Out Escrow and the Allotted Consideration for
the portion of Franklin Village that is not included in the Franklin Village Earn-Out
Space, shall be deducted. The Allotted Consideration shall be (i) reduced for each
Transaction by eighty percent (80%) of the outstanding principal amount as of the
Closing Date of the Loan applicable thereto and (ii) adjusted pursuant to the express
terms of this Agreement (the Allotted Consideration, as so reduced and adjusted, the
“Net Consideration”). Each of Cedar and RioCan (and their respective direct and
indirect partners, members, owners, beneficiaries, investors, and shareholders) agree
to allocate the Consideration as determined for U.S. federal income tax purposes (which
shall include all capitalizable costs incurred in connection with the transactions
hereunder) among the Properties for all purposes (including, without limitation,
accounting, financial reporting and federal and applicable state and local income tax
purposes) on the basis of Section 1060 of the Internal Revenue Code, as amended, and in
a manner consistent with Exhibit E, as such allocation may be amended from time to time
pursuant to the next sentence. The allocation of the Consideration shall be amended to
reflect any adjustment to the Consideration. The Net Consideration shall be payable as
follows:




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	 	(i)	 	RioCan shall pay the applicable Net Consideration to
Cedar, and in consideration therefor, Cedar shall transfer or cause to be
transferred the subject Interests to the REIT Property Subsidiary; and
	 
	 	(ii)	 	RioCan shall pay the Net Consideration to Cedar by wire
transfer of immediately available federal funds to an account or accounts
designated by Cedar.






	 	(c)	 	Within two (2) Business Days after the date this Agreement is executed and
delivered by Cedar and RioCan, RioCan shall deposit with the Escrow Agent, as escrowee,
by wire transfer of immediately available federal funds to an account designated by the
Escrow Agent, the sum of Five Hundred Thousand Dollars ($500,000) (together with all
interest thereon, the “Deposit”). The Deposit shall be held by the Escrow Agent
pursuant to the escrow agreement attached hereto as Exhibit F. If RioCan shall fail to
deposit the Deposit with the Escrow Agent within two (2) Business Days after the date
this Agreement shall be executed and delivered by Cedar and RioCan, at Cedar’s election
exercised by delivery of written notice to RioCan following such two (2) Business Day
period but prior to receipt of the Deposit, this Agreement shall be null, void ab
initio and of no force or effect. The Deposit shall be applied in partial payment of
the applicable Allotted Consideration required to be made by RioCan at the Closing of
the Transaction with respect to the last remaining Property.




The provisions of this Section 2 shall survive the Closings.





	3.	 	Closing.




The closing (each a “Closing”) of the Transactions shall occur in stages. The first Closing shall
occur at 10:00 a.m. (Eastern time) on the date that is ten (10) days after the satisfaction (or
waiver) of the last of all conditions precedent for one or more Transactions (the “First Scheduled
Closing Date”). Each of the remaining Transactions with respect to which all conditions precedent
thereto have been satisfied or waived by the party entitled to do so, shall occur on the date that
is ten (10) days after the satisfaction (or waiver) of the last of all such conditions precedent
for the applicable Transaction (each, a “Remaining Scheduled Closing Date”; together with the First
Scheduled Closing Date, the “Scheduled Closing Date(s)”); provided, however, that RioCan shall have
the right to adjourn a particular Scheduled Closing Date (other than the First Scheduled Closing
Date) not more than two (2) times to a Business Day that is not later sixty (60) days following the
applicable Scheduled Closing Date (the “Outside RioCan Adjournment Date”) by delivery of written
notice to Cedar on or prior to the original Scheduled Closing Date of the adjourned Scheduled
Closing Date. Without limitation to the foregoing, the parties agree to use commercially
reasonable efforts to close as many of the Transactions on the same date as practicable.
Notwithstanding the foregoing but subject to the right of Cedar to adjourn the Closing of one or
more Transactions pursuant to Section 12(b) or Section 25 hereof, in the event that all of the
conditions precedent with respect to any Transaction shall not have been satisfied or waived by the
party entitled to do so by July 26, 2010 (the “Outside Closing Date”), then, subject to Section 5,
this Agreement shall automatically terminate on such Outside Closing Date as to such Transaction,
the Deposit shall






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be refunded to RioCan (if no other Closing with respect to another Property remains outstanding)
and the Consideration shall be reduced by the amount of the applicable Allotted Consideration,
whereupon the parties hereto shall be relieved of all further liability and responsibility under
this Agreement with respect to such Transaction (except for any obligation expressly provided to
survive a termination of this Agreement). The Closings shall occur at the offices of the Title
Company through an escrow and pursuant to escrow instructions consistent with the terms of this
Agreement and otherwise mutually satisfactory to Cedar and RioCan (the date on which any Closing
shall occur being herein referred to as a “Closing Date”). Each Closing shall constitute approval
by each of Cedar and RioCan of all matters to which such party has a right of approval and a waiver
of all conditions precedent related to the applicable Transaction.




4. Earn-Out





	 	(a)	 	Blue Mountain. Notwithstanding any other provision of this Agreement,
for each Blue Mountain Lease for which the following conditions have not been satisfied
on or prior to the Blue Mountain Closing, additional Earn-Out Proceeds shall be paid by
RioCan to Cedar on or prior to the tenth (10th) Business Day immediately following the
date that all of the following conditions shall have been satisfied in respect of such
lease:






	 	(i)	 	The tenant thereunder shall have commenced paying
regularly scheduled rent in accordance with such lease;
	 
	 	(ii)	 	RioCan shall have received either:






	 	(A)	 	a Tenant Estoppel from the applicable tenant,
which shall be in a form consistent with the form required pursuant to
Section 16(d); or






	 	(B)	 	where such Tenant Estoppel is not available and
the applicable tenant is not a Major Tenant, a certificate of Cedar
confirming substantially the same information as would have been in a
Tenant Estoppel certificate from the applicable tenant; and






	 	(iii)	 	RioCan shall have received a reasonably detailed
calculation prepared by Cedar of the Earn-Out Proceeds due to Cedar, which
shall be conclusive and binding absent manifest error, it being acknowledged
and agreed that the calculations set forth on Schedule 9 satisfy the
foregoing requirement with respect to the Blue Mountain Leases executed
prior to the date hereof and are hereby deemed to have been delivered to
RioCan in accordance with this subparagraph (iii);






provided, however, that no Earn-Out Proceeds shall be payable with
respect to any Blue Mountain Lease unless each of the conditions set forth in
subparagraph (a) above shall have been satisfied (x) on or prior to the second (2nd)
anniversary of the Blue Mountain Closing Date, with respect to any Blue Mountain
Lease executed prior to the Blue Mountain Closing Date or (y) on or prior to the
third (3rd) anniversary of the Blue Mountain Closing Date, with respect to any Blue



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Mountain Lease executed during the period commencing on the Blue Mountain Closing
Date and ending on the second (2nd) anniversary of the Blue Mountain Closing Date.




	 	(b)	 	Franklin Village. Notwithstanding any other provision of this
Agreement, at the Franklin Village Closing, RioCan shall deposit with the Escrow Agent,
as escrowee, by wire transfer of immediately available federal funds to an account
designated by the Escrow Agent, a portion of the Net Consideration for Franklin Village
in the amount of Four Million Three Hundred Eighty Thousand Dollars ($4,380,000)
(together with all interest thereon, the “Franklin Village Earn-Out Escrow”) for the
purposes of funding the Earn-Out Proceeds payable to Cedar pursuant to this Section
4(b) with respect to all of the Franklin Village Renewal Lease Space. The Franklin
Village Earn-Out Escrow shall be held by the Escrow Agent pursuant to an escrow
agreement reasonably satisfactory to the parties. For each lease (or renewal thereof)
of all or any portion of the Franklin Village Earn-Out Space for which the following
conditions are satisfied, Earn-Out Proceeds shall be paid by Escrow Agent to Cedar from
the Franklin Village Earn-Out Escrow (or, in the case of the Franklin Village
Applebee’s Space and the Franklin Village New Lease Space, by RioCan directly) (x) at
the Franklin Village Closing, to the extent such conditions shall have been satisfied
prior to the Franklin Village Closing or (y) to the extent such conditions shall not
have been satisfied on or prior to the Franklin Village Closing with respect to any
such lease (or renewal thereof), on or prior to the tenth (10th) Business Day
immediately following the date that all of the following conditions shall have been
satisfied in respect of such lease (or renewal thereof):






	 	(i)	 	The tenant thereunder shall have commenced paying
regularly scheduled rent in accordance with such lease in respect to the
primary or renewal term thereof, as applicable;
	 
	 	(ii)	 	RioCan shall have received either:






	 	(A)	 	a Tenant Estoppel from the applicable tenant,
which shall be in a form consistent with the form required pursuant to
Section 16(d); or






	 	(B)	 	where such Tenant Estoppel is not available
within the applicable timeframe provided in this Section 4(b), a
certificate of Cedar confirming substantially the same information as
would have been in a Tenant Estoppel certificate from the applicable
tenant;






	 	(iii)	 	RioCan shall have received a reasonably detailed
calculation prepared by Cedar of the Earn-Out Proceeds due to Cedar, which
shall be conclusive and binding absent manifest error, it being acknowledged
and agreed that the calculations set forth on Schedule 9 satisfy the
foregoing requirement with respect to the leases described thereon and are
hereby deemed to have been delivered to RioCan in accordance with this
subparagraph (iii);




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	 	(iv)	 	with respect to the Franklin Village Renewal Lease Space
only, such renewal is executed with a tenant identified on Exhibit J;
	 
	 	(v)	 	with respect to the Franklin Village New Lease Space
only, to the extent not executed and delivered prior to the date hereof,
such lease is executed with a tenant identified on Exhibit J in substantial
accordance with the terms of the applicable executed letter of intent
furnished to RioCan on or prior to the date of this Agreement (or on terms
that are more favorable to the applicable Property Owner); and
	 
	 	(vi)	 	with respect to the Franklin Village Applebee’s Space
only, such lease (A) is for the entire Franklin Village Applebee’s Space,
(B) is executed with a tenant that is unaffiliated with Cedar, (C) provides
for a term of not less than five (5) years, (D) includes a market rental and
other material terms that are market (or on terms that are more favorable to
the applicable Property Owner) and (E) is with a tenant reasonably approved
by RioCan (which approval shall not be unreasonably withheld, conditioned or
delayed),






provided, however, that (x) no Earn-Out Proceeds shall be payable
with respect to any such lease (or renewal thereof) unless the conditions set forth
in subparagraph (b) above shall have been satisfied (A) within three (3) months
following the expiration of the applicable lease, with respect to the existing
leases demising the Franklin Village Renewal Lease Space and described on Exhibit J,
(B) March 26, 2010, with respect to any new lease demising any portion of the
Franklin Village New Lease Space, and (C) February 28, 2011, with respect to the new
lease demising the Franklin Village Applebee’s Space; and (y) in no event shall
Cedar be entitled to Earn-Out Proceeds for Franklin Village in excess of the amount
of the Franklin Village Earn-Out Escrow with respect to any portion of the Franklin
Village Renewal Lease Space (it being understood and agreed that the remainder of
the Franklin Village Earn-Out Space shall not be subject to such limitation). Any
amounts remaining in the Franklin Village Earn-Out Escrow after payment to Cedar of
all Earn-Out Proceeds to which it is entitled pursuant to this Section 4(b) shall be
promptly returned to RioCan.




	 	(c)	 	Payment. The Earn-Out Proceeds shall be paid by the Escrow Agent or
RioCan, as applicable, by wire transfer of immediately available federal funds to an
account designated by Cedar.






	 	(d)	 	Survival. The provisions of this Section 4 shall survive the Closings.




5. Substitution.



If RioCan terminates this Agreement with respect to the acquisition of the Interests applicable to
Shaw’s Plaza pursuant to Section 8, or any of the conditions to RioCan’s obligation to consummate a
Transaction contained in Section 18(a) are not satisfied or waived on or before the Outside Closing
Date, provided that no default by RioCan hereunder or under the Partnership






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Agreement shall have occurred, then Cedar will co-operate with RioCan for a period of six (6)
months following the Outside Closing Date to identify another property or properties owned by it
that has a value which is similar to the value of the Property that was subject to such Transaction
to be substituted for such Property (each a “Substitute Property”); provided, however, that in no
event shall anything contained in this Section 5 obligate either party to consummate any such
substitution, it being acknowledged and agreed that any such election shall be made by each party
in its sole and absolute discretion and in writing (the date that the parties shall have
acknowledged in writing the inclusion of each Substitute Property under this Agreement shall be
referred to herein as a “Substitution Date”). If a Substitute Property or Substitute Properties
are selected by the parties as aforesaid, the parties shall enter into an amendment to this
Agreement on or prior to the Substitution Date acceptable to the parties in their sole and absolute
discretion that will provide for all the terms and provisions applicable to such substitution,
including, without limitation, modification of defined terms (e.g., “Property”), applicable
deadlines (e.g., “Outside Closing Date”, “Outside RioCan Adjournment Date”, “Loan Approval
Deadline”, “Title Objection Deadline”, etc.) and the Allotted Consideration. The provisions of
this Section 5 shall survive until April 26, 2011.



6. Closing Costs.



Costs in connection with each of the Transactions shall be allocated as follows:





	 	(a)	 	The Cedar Partners and RioCan shall pay their respective Percentage Interests
of the following costs and expenses due and payable in connection with the
Reorganizations and/or the Transactions: (A) any and all state and local recording
charges and fees, if any; (B) all of the costs, expenses and charges in connection with
the Loan Approvals, including, without limitation, all application fees, processing
fees, assumption fees, attorneys’ fees, consultants’ fees and costs and expenses
associated with survey updates, record searches, title examinations and updated
mortgagee title insurance policies (including endorsements thereto), if any, required
by any Lender; (C) any escrow fees charged by the Escrow Agent; (D) any and all state
and local deed taxes, real property transfer taxes, controlling-interest taxes and
similar taxes (collectively, “Transfer Taxes”); (E) all costs and expenses associated
with the formation of additional Indirect Owners and the New Columbus Crossing
Preferred Partner Lender and, including, without limitation, legal and filing fees and
disbursements; (F) with respect to the Transaction involving Blue Mountain, all of the
reasonable costs, expenses and charges incurred in connection with the release of Blue
Mountain from the Blue Mountain Line of Credit; and (G) with respect to the Transaction
involving Sunset Crossing, all of the reasonable costs, expenses and charges incurred
in connection with the release of Sunset Crossing from the Sunset Crossing Line of
Credit.






	 	(b)	 	RioCan shall pay all costs and expenses associated with (A) record searches,
title examinations and updated owner title insurance policies (including endorsements
thereto), if any, desired by RioCan and not by any Lender; (B) any title insurance
policy and/or endorsements insuring or otherwise providing coverage to, RioCan as a
partner of the Partnership; (C) obtaining updates to the surveys of the Properties as
and to the extent desired by RioCan and not by any Lender; (D) as




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	 	 	 	applicable, all costs and expenses associated with the formation of the REIT,
including, without limitation, legal and filing fees and disbursements; (E) as
applicable, all costs and expenses associated with the contemplated conversion of
the Owners that are limited liability companies, including, without limitation,
legal and filing fees and disbursement; and (F) all costs and expenses associated
with its Investigations, including, without limitation, legal and filing fees and
disbursements.






	 	(c)	 	In addition, RioCan hereby agrees to pay to Cedar, in its capacity as Manager,
at the applicable Closing and as more particularly set forth in the Management
Agreement to be executed at such Closing, its Percentage Interest of any Leasing
Commission (as defined in such Management Agreement) payable to Cedar with respect to
any leases or renewals thereof entered into by and between a Tenant and the applicable
Property Owner at any time during the period between the date hereof and the applicable
Closing Date (as if such Management Agreement had been effective during such period),
provided that such Tenant has paid its first month’s rent on or prior to the
applicable Closing Date and provided further that this subparagraph (c)
shall not apply to any leases or renewals thereof for which Earn-Out Proceeds shall be
earned by Cedar pursuant to Section 4, it being understood and agreed that this
subparagraph (c) shall apply to any leases or renewals thereof for which Earn-Out
Proceeds shall not be earned by Cedar pursuant to Section 4.






	 	(d)	 	Except as set forth in Section 39 below, each party shall pay the cost of the
fees and disbursements of its attorneys in connection with this Agreement.




The provisions of this Section 6 shall survive the Closings.



7. Blue Mountain Development Parcel.




     The parties acknowledge and agree that the Blue Mountain Development Parcel is not intended to
be included in the Blue Mountain Closing and no portion of the Consideration for Blue Mountain is
attributable to the Blue Mountain Development Parcel. Accordingly, notwithstanding anything to the
contrary contained in this Agreement, the parties covenant and agree as follows:




	 	(a)	 	If Cedar shall be able to legally separate the Blue Mountain Shopping Center
Parcel and the Blue Mountain Development Parcel and deed fee title to the Blue Mountain
Development Parcel (the “Blue Mountain Separation”) to its affiliate at or prior to the
Blue Mountain Closing, the parties shall cause the Blue Mountain Property Owner and the
owner of the Blue Mountain Development Parcel at the Blue Mountain Closing or, at
Cedar’s election, at any time thereafter, to enter into a development declaration and
reciprocal easement agreement in a form reasonably acceptable to the parties that shall
provide for, inter alia, (i) such exclusive and nonexclusive easements
as shall be reasonably necessary for the siting, designing, constructing, installing,
repairing, restoring, maintaining, improving, demolishing, adding to or replacing of,
all or any portion of the




- 20 -









 












	 	 	 	improvements now existing or thereinafter located on each property, and (ii) such
other mutual rights and obligations as shall be reasonably necessary for the
ordinary maintenance and operation of both properties, including, without
limitation, customary insurance requirements and mutual indemnities from
credit-worthy entities (it being acknowledged that the Partnership is a
credit-worthy entity for this purpose) that are reasonably satisfactory to the
parties (the “Blue Mountain REA”).






	 	(b)	 	If, for any reason, the Blue Mountain Separation shall not have occurred as of
the time that Cedar satisfies all other conditions set forth herein for the Blue
Mountain Closing, then (i) the same shall not constitute a default by Cedar under this
Agreement or a failure of a condition precedent to either party’s obligation to proceed
with the Blue Mountain Closing under this Agreement, (ii) the parties shall proceed to
close the Transaction for Blue Mountain as and when provided in this Agreement, and the
Blue Mountain Development Parcel shall be included in such Transaction, (iii) at the
Blue Mountain Closing, the parties shall cause the Blue Mountain Property Owner to
enter into a ground lease (the “Blue Mountain Ground Lease”) demising the Blue Mountain
Development Parcel to an affiliate of Cedar that is not an Owner in a form reasonably
acceptable to the parties that shall provide for, inter alia (A) a term
of ninety-nine (99) years (or, at Cedar’s election, any lesser term); (B) an annual
fixed rent of One Hundred Dollars ($100) for the entirety of the term thereof; (C) the
lessee to pay all costs, expenses and charges of every kind and nature relating solely
to the Blue Mountain Development Parcel, including, without limitation, its to be
agreed upon proportionate share of real estate taxes and other impositions attributable
thereto; (D) the lessor to pay all amounts payable under any financing of the Blue
Mountain Shopping Center Parcel (and the improvements thereon) that may also encumber
the Blue Mountain Development Parcel (except as provided in clause (iv) below); (E) the
right of the lessee thereunder to cause the Blue Mountain Separation to occur or,
alternatively, at the lessee’s sole election, to cause the Blue Mountain Development
Parcel and the Blue Mountain Shopping Center Parcel (and the improvements thereon) to
be submitted to a condominium regime whereby each property shall constitute a separate
condominium unit and the documents governing such a condominium regime shall provide,
inter alia, for substantially the same terms and conditions as are
provided in the Blue Mountain REA, in forms otherwise reasonably acceptable to the
parties (the “Blue Mountain Condo Conversion”), in each case, pursuant to and in
accordance with documentation reasonably acceptable to the parties; (F) an option in
favor the lessee thereunder to purchase fee title to the Blue Mountain Development
Parcel or the condominium unit comprised of the Blue Mountain Development Parcel, as
the case may be, for One Hundred Dollars ($100) at any time following the occurrence of
the Blue Mountain Separation or the Blue Mountain Condo Conversion, as applicable; (G)
without restriction as to use or subleasing; and (H) the right of the lessee thereunder
to record a memorandum of ground lease, and (iv) the parties shall not permit the Blue
Mountain Property Owner to enter into any financing unless the same shall permit the
Blue Mountain Separation, the Blue Mountain Condo Conversion and the release of the
Blue Mountain




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	 	 	 	Development Parcel from the lien of such financing, in each case, without the
payment of any fee or expense (other than reimbursement of the applicable lender’s
out-of-pocket expenses). Simultaneously with the execution and delivery of the Blue
Mountain Ground Lease or, at Cedar’s election, at any time thereafter, the parties
thereto shall execute and deliver the Blue Mountain REA.






	 	(c)	 	Cedar shall pay the following costs and expenses associated with the Blue
Mountain Separation, the Blue Mountain REA, the Blue Mountain Ground Lease and/or the
Blue Mountain Condo Conversion: (i) any and all state and local recording charges and
fees, if any; (ii) the reasonable out-of-pocket expenses of RioCan and any lender under
a financing of Blue Mountain in connection with the Blue Mountain Separation, the Blue
Mountain Condo Conversion, the Blue Mountain Ground Lease and/or the release of the
Blue Mountain Development Parcel from the lien of such financing, including all
attorneys’ fees, consultants’ fees and costs and expenses associated with survey
updates, record searches, title examinations and updated mortgagee title insurance
policies (including endorsements thereto), if any; and (iii) any and all Transfer
Taxes.






	 	(d)	 	The parties shall, and shall cause the Blue Mountain Property Owner and the
owner or lessee of the Blue Mountain Development Parcel (as applicable) to cooperate
with all reasonable requests of any party hereto in order to effectuate or otherwise
accomplish the purposes of this Section 7, including, without limitation, executing and
delivering such further documents and instruments as shall be reasonably required in
connection therewith.






	 	(e)	 	The terms and provisions of this Section 7 shall survive the Closings.




8. Investigations.



RioCan hereby acknowledges that it has been afforded full access to the Due Diligence Site and the
Properties, and that it has performed and completed its due diligence examinations, reviews and
inspections of all matters pertaining to the Transactions, the Owners, the Interests, the Columbus
Crossing Preferred Interests, the Properties, the Loans, and the Columbus Crossing Preferred
Partner Loan, including, without limitation, the Information (its “Investigations”) prior to the
date of this Agreement except for the completion of the Supplemental Testing.



RioCan shall have until 5:00 p.m. (Eastern time) on (i) November 10, 2009, with respect to the
Supplemental Testing for Shaw’s Plaza and (ii) November 24, 2009, with respect to the Supplemental
Testing for Sunset Crossing, in each case, TIME BEING OF THE ESSENCE (the period of time commencing
upon the date hereof and continuing through and including such time on such date being herein
called the “Supplemental Due Diligence Period”), within which to complete the Supplemental Testing,
which shall at all times be subject to RioCan’s compliance with the provisions of this Section 8
and Section 9 hereof. Any entry upon the applicable Properties shall be made or performed during
Cedar’s normal business hours and at the sole risk and expense of RioCan, and shall not materially
interfere with the activities on or about the applicable Properties, their respective Tenants and
their employees and invitees. During the Supplemental Due Diligence Period, Cedar shall provide
RioCan with reasonable access to the






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applicable Properties upon reasonable advance notice for the sole purpose of performing the
Supplemental Testing. In connection with the foregoing, RioCan shall:





	 	(a)	 	promptly repair any damage to the applicable Properties resulting from any such
Supplemental Testing and replace, refill and regrade any holes made in, or excavations
of, any portion of the applicable Properties used for the Supplemental Testing so that
each of the applicable Properties shall be substantially in the same condition that
they existed in prior to the Supplemental Testing;






	 	(b)	 	fully comply with all laws applicable to the Supplemental Testing;






	 	(c)	 	permit Cedar to have a representative present during the Supplemental Testing;






	 	(d)	 	take all actions and implement all protections reasonably necessary to ensure
that the Supplemental Testing and the equipment, materials, and substances generated,
used or brought onto the applicable Properties in connection with the Supplemental
Testing, pose no threat to the safety or health of persons or the environment, and
cause no damage to the applicable Properties or other property of Cedar or other
persons;






	 	(e)	 	furnish to Cedar, at no cost or expense to Cedar, copies of all studies and
reports relating to the Supplemental Testing, which RioCan shall obtain promptly after
RioCan’s receipt of same;






	 	(f)	 	maintain or cause to be maintained, at RioCan’s expense, a policy of commercial
general liability insurance, with a broad form contractual liability endorsement and
with a combined single limit of not less than $2,000,000 per occurrence for bodily
injury and property damage, automobile liability coverage including owned and hired
vehicles with a combined single limit of $2,000,000 per occurrence for bodily injury
and property damage, and an excess umbrella liability policy for bodily injury and
property damage in the amount of $5,000,000, insuring RioCan, Cedar, CSCI and
Cedar-Raynham, LLC, as additional insureds, against any injuries or damages to persons
or property that may result from or are related to Supplemental Testing, and/or any and
all other activities undertaken by RioCan and/or the RioCan Representatives, all of
which insurance shall be on an “occurrence form” and otherwise in such forms acceptable
to Cedar and with an insurance company acceptable to Cedar, and deliver a copy of such
insurance policy to Cedar prior to the first entry on the applicable Properties; and






	 	(g)	 	not permit the Supplemental Testing or any other activities undertaken by
RioCan or the RioCan Representatives to result in any liens, judgments or other
encumbrances being filed or recorded against any of the applicable Properties, and
RioCan shall, at its sole cost and expense, promptly discharge of record any such liens
or encumbrances that are so filed or recorded (including, without limitation, liens for
services, labor or materials furnished).




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If, on or before the expiration of the Supplemental Due Diligence Period, the Supplemental Testing
for either of the applicable Properties shall evidence a physical or environmental condition not
previously known to RioCan that, in its reasonable opinion, can reasonably be expected to have a
material adverse impact on the value or operation of the Property that is the subject of such
Supplemental Testing and RioCan shall determine that it no longer intends to acquire such Property
as a result thereof, then RioCan shall promptly notify Cedar of such determination in writing on or
before 5:00 p.m. (Eastern time) on the date that the Supplemental Due Diligence Period shall expire
(each such notice being herein called the “Supplemental Due Diligence Termination Notice”), which
notice shall contain a reasonably detailed description of such condition and reasonable evidence
supporting RioCan’s determination of material adverse impact as aforesaid, whereupon the
Consideration shall be reduced by the amount of the applicable Allotted Consideration, and the
parties hereto shall be relieved of all further liability and responsibility under this Agreement
with respect to the applicable Transaction, except for any obligation expressly provided to survive
a termination of this Agreement. In the event that RioCan shall fail to deliver the applicable
Supplemental Due Diligence Termination Notice to Cedar on or before 5:00 p.m. (Eastern time) on the
date that the Supplemental Due Diligence Period shall expire, TIME BEING OF THE ESSENCE, RioCan
shall be deemed to have agreed that the foregoing matters are acceptable to RioCan and that it
intends to proceed with the acquisition of the applicable Properties without a reduction in, or an
abatement of or credit against, the applicable Allocated Consideration (and, thereafter, RioCan
shall have no further right to terminate this Agreement pursuant to this Section 8).



9. Indemnification.



RioCan shall indemnify, defend and hold harmless the Cedar Related Parties from and against any and
all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including,
without limitation, reasonable attorneys’ fees and disbursements and costs of enforcement of the
indemnification obligation hereunder), suffered or incurred by Cedar or any Cedar Related Party,
and arising out of or in connection with (i) the entry by RioCan and/or the RioCan Representatives
upon any of the Properties (whether conducted prior to or after the date hereof), (ii) any of its
Investigations or other activities conducted thereon by RioCan or the RioCan Representatives, (iii)
any liens or encumbrances filed or recorded against any Property as a consequence of its
Investigations and/or (iv) any and all other activities undertaken by RioCan or the RioCan
Representatives with respect to the Properties. The foregoing obligation to indemnify, defend and
hold harmless shall not include any claims, demands, causes of action, losses, damages,
liabilities, costs or expenses (including, without limitation, attorneys’ fees and disbursements)
that result solely from the mere discovery, by RioCan or the RioCan Representatives, of existing
conditions on any Property during its Investigations.



The provisions of this Section 9 shall survive the Closings and/or any termination of this
Agreement.



10. Confidentiality.



The Confidentiality Agreement remains in full force and effect and is incorporated herein by
reference as if fully set forth herein, provided that (a) RioCan shall be deemed to have all the
rights and obligations of RioCan REIT set forth therein, (b) Cedar shall be deemed to have all the






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rights and obligations of CSCI set forth therein, (c) a default by or breach by RioCan REIT,
RioCan, any other RioCan Related Party and/or any RioCan Representative under the Confidentiality
Agreement (including, but not limited to, as incorporated herein by reference) shall constitute a
default by RioCan under this Agreement and (d) a default by or breach by CSCI or any Cedar Related
Party under the Confidentiality Agreement (including, but not limited to, as incorporated herein by
reference) shall constitute a default by Cedar under this Agreement.





	11.	 	Undertaking.





          Cedar shall use commercially reasonable efforts to locate and deliver to RioCan the materials
listed on Exhibit H attached hereto and made a part hereof.


12. Lender Approval.





	 	(a)	 	With respect to each of the Transactions (other than the Transactions involving
Blue Mountain and Sunset Crossing), Cedar shall use commercially reasonable efforts
commencing promptly after the date hereof to obtain from the Lenders their respective
written approval or agreement, in a form reasonably acceptable to RioCan of (i) the
Reorganizations, if applicable, and the Transactions, (ii) the applicable Management
Agreement, (iii) a one time transfer on or after the applicable Closing of either (A)
forty-nine percent (49%) or a lesser amount of the direct or indirect interests in
RioCan to a single Institutional Investor or (B) RioCan’s entire partnership interest
in the Partnership to a U.S. entity wholly owned and Controlled by RioCan REIT and a
single Institutional Investor and at least fifty-one percent (51%) owned, directly or
indirectly, by RioCan REIT and not more than forty-nine percent (49%) owned, directly
or indirectly, by such Institutional Investor, and (iv) a transfer pursuant to the
buy/sell provisions of the Partnership Agreement (collectively, with any other related
approvals required pursuant to the applicable Loan Documents the “Loan Approvals”).
Notwithstanding the foregoing, the refusal of a Lender to pre-approve or otherwise
permit any of the following without the consent of such Lender shall not be grounds for
RioCan to claim that a Loan Approval is not reasonably acceptable to RioCan (or that a
condition precedent to RioCan’s obligation to close the applicable Transaction has not
been satisfied): (w) any transfer of a partnership interest in the Partnership from
Cedar to RioCan (or any affiliate of either of the foregoing) after Closing, (x) any
transfer of up to forty-nine percent (49%) of the stock in RioCan to a third party
Institutional Investor on or after Closing, (y) any transfer of RioCan’s entire
partnership interest in the Partnership to a U.S. entity wholly owned and Controlled by
RioCan REIT and a single Institutional Investor on or after Closing and/or (z) any
transfer pursuant to the buy/sell and/or right of first refusal provisions of the
Partnership Agreement. In addition, if any Lender shall condition its Loan Approval
upon modifying the applicable organizational documents of the Owners, any other
agreements to be delivered in connection herewith and/or the terms of the contemplated
Reorganizations in order for the same to comply with the single purpose entity and/or
bankruptcy remoteness requirements of the applicable Loan Documents




- 25 -









 












and/or other reasonable requirements of such Lender, in each case, which
modifications do not materially increase the liabilities (including, without
limitation, potential tax liabilities) or materially limit the rights or economic
benefits of Cedar or RioCan under this Agreement or any other agreements to be
delivered in connection herewith, the same shall constitute neither a default by
Cedar under this Agreement nor the failure of a condition precedent to the
obligation of any party to close hereunder, and the parties shall use commercially
reasonable efforts to satisfy any such requirements to the satisfaction of such
Lender. Cedar shall request that the documents evidencing a Loan Approval contain a
statement from the Lender identifying, in writing, the outstanding principal balance
and interest rate of the applicable Loan and whether, to Lender’s knowledge, any
default exists under the applicable Loan Documents (the “Loan Estoppel Statement”).
Cedar and RioCan agree to use commercially reasonable efforts to cooperate with each
other in connection with the foregoing (including, without limitation, promptly
furnishing to the Lenders all information and documents (financial and otherwise)
which may be required under the Loan Documents or otherwise reasonably requested by
the Lenders). For avoidance of doubt, failure by Cedar to obtain (x) any Loan
Approval in the manner provided herein shall not constitute a default by Cedar under
this Agreement, but shall constitute the mere failure of a condition precedent as
more particularly set forth in Section 18 below and/or (y) any Loan Estoppel
Statement in the manner provided herein shall constitute neither a default by Cedar
under this Agreement nor the failure of a condition precedent to the obligation of
any party to close hereunder.




	 	(b)	 	If, with respect to one (1) or more of the applicable Properties (each, a
“Subject Property”), necessary Loan Approvals shall not have been obtained by Cedar and
RioCan prior to 5:00 P.M. (Eastern time) on July 26, 2010 (the “Loan Approval
Deadline”), then Cedar shall have the right, in its sole and absolute discretion,
exercisable by delivery of written notice to RioCan to either (x) extend the Loan
Approval Deadline with respect to the Subject Property(ies) by a period not to exceed,
in the aggregate, thirty (30) days (the “Extension Period”) and, if necessary, extend
the Closing of the related Transaction(s) (the “Subject Transaction(s)”) in connection
therewith, or (y) remove the Interests associated with the Subject Property(ies) (the
“Subject Interests”) from the Interests being conveyed pursuant to this Agreement, in
which case this Agreement shall terminate as to the Subject Transaction, the Deposit
shall be refunded to RioCan (if no other Closing with respect to a Property that is not
a Subject Property remains outstanding) and the Consideration shall be reduced by the
amount of the applicable Allotted Consideration, whereupon the parties hereto shall be
relieved of all further liability and responsibility under this Agreement with respect
to the Subject Interests, the Subject Property and the Subject Transaction (except for
any obligation expressly provided to survive a termination of this Agreement). If
Cedar shall make an election under clause (x) of this Section 12(b), then the following
shall apply:




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	 	(i)	 	The parties shall proceed with the Closing of any other
Transaction that is not a Subject Transaction in accordance with the terms
of this Agreement.
	 
	 	(ii)	 	If Cedar does not obtain any or all outstanding Loan
Approval(s) by the expiration of the Extension Period, then this Agreement
shall automatically terminate with respect to the Subject Transaction only,
in which case the Consideration shall be reduced by the amount of the
applicable Allotted Consideration, the Deposit shall be refunded to RioCan
(if no other Closing with respect to a Property that is not a Subject
Property remains outstanding), and the parties hereto shall be relieved of
all further liability and responsibility under this Agreement with respect
to the Subject Interests, the Subject Property and the Subject Transaction,
except for any obligation expressly provided to survive a termination of
this Agreement.




13. Representations and Warranties of Cedar.





	 	(a)	 	Cedar hereby makes the following representations and warranties to RioCan:






	 	(i)	 	Due Authority. This Agreement and all
agreements, instruments and documents herein provided to be executed by
Cedar will be duly authorized, executed and delivered by and binding upon
Cedar as of each Closing Date. As of each Closing Date, this Agreement will
constitute the legal, valid and binding obligations of Cedar and shall be
enforceable against Cedar in accordance with its terms, except as such
enforceability may be limited by (i) bankruptcy, insolvency or other similar
laws affecting creditor’s rights generally and (ii) general principles of
equity. Cedar is a limited partnership, duly organized and validly existing
and in good standing under the laws of the State of Delaware and, as of the
Closing Date, will be duly authorized and qualified to do all things
required of it under this Agreement and all agreements, instruments and
documents herein provided to be executed by Cedar. Each of the Owners is,
on the date of this Agreement, a limited liability company or limited
partnership, duly formed and validly existing and in good standing under the
laws of the State or Commonwealth of its formation and, with respect to each
Property Owner, is in good standing under the laws of the State or
Commonwealth in which its Property is located. On the applicable Closing
Date, each of the Owners (other than Columbus Crossing Property Owner) will
be a limited partnership or a limited liability company, duly formed and
validly existing and in good standing under the laws of the State of
Delaware and, with respect to each Property Owner, in good standing in the
State or Commonwealth in which its Property is located. On the applicable
Closing Date, Columbus Crossing Property Owner will be a limited
partnership, duly formed and validly existing and in good standing under the
laws of the Commonwealth of Pennsylvania.




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	 	(ii)	 	No Options: Except as set forth in the Leases,
as of the date of this Agreement, neither Cedar nor the Property Owners have
entered into any agreement, option, understanding or commitment, or granted
any right or privilege (whether by law, pre-emptive or contractual) capable
of becoming an agreement, option or commitment with any Person (other than
RioCan), for the purchase or ground lease from Cedar and/or any Property
Owner of any of the Properties or any rights or interest therein, which
remains outstanding. For avoidance of doubt, the foregoing representation
shall in no event be interpreted to cover any agreement, option,
understanding, commitment right or privilege with respect to all or any
portion of the direct or indirect interests in Cedar or CSCI.
	 
	 	(iii)	 	Pre-RioCan Owner Agreements; Assets. Annexed
hereto as Exhibit C and made a part hereof is a true and complete list (in
all material respects) of the Pre-RioCan Owner Agreements of each Owner as
modified and/or amended through the date of this Agreement, true and correct
copies (in all material respects) of which have been delivered or made
available to RioCan. As of the date of this Agreement, the Pre-RioCan Owner
Agreements of each Owner, as listed in Exhibit C, are in full force and
effect and have not been modified, supplemented or amended. Since its
inception, no Owner has owned, as applicable, assets other than the
applicable Property or Owner or engaged in any business other than the
ownership and operation of the applicable Property or other Owner, and the
applicable Owners have no liabilities (contingent or otherwise) other than
liabilities incurred in connection with the ownership and operation of the
applicable Property or other Owner.
	 
	 	(iv)	 	Interests. Immediately prior to each Closing,
Cedar (or its wholly-owned direct or indirect subsidiary) shall own, legally
and beneficially, all of the Interests included in such Closing free of all
security interests, liens, encumbrances and pledges. There are no options,
subscriptions, warrants, calls, preemptive rights, rights of first refusal
or other rights, commitments or arrangements, written or oral, outstanding
with respect to the Interests or any unissued equity interests in the Owners
or any security convertible into or exchangeable or exercisable for any
equity interests in the Owners, in each case, other than with respect to the
Columbus Crossing Preferred Interests and the terms and conditions of the
Loan Documents, the Blue Mountain Line of Credit and the Sunset Crossing
Line of Credit. Except for the Interests and the Columbus Crossing
Preferred Interests, there are no other equity interests in any Owner held
by any Person. Upon delivery to the REIT Property Subsidiary in accordance
with Schedule 2 attached hereto, good and valid title to the Interests will
pass to the REIT Property Subsidiary, free and clear of any and all security
interests, liens, encumbrances and pledges.
	 
	 	(v)	 	Conflicts. Except for the Loan Approvals and
other matters disclosed to RioCan, neither the entry into nor the
performance of this Agreement by




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	 	 	 	Cedar will (i) violate, conflict with or result in a breach of, or
constitute a default under, or an event which, with or without notice or
lapse of time or both, would be a breach of or default under, or give others
any rights of termination, amendment, acceleration or cancellation of, any
corporate charter, certificate of incorporation, by-law, partnership
agreement, operating agreement, indenture, mortgage, contract, permit,
judgment, decree or order to which Cedar or any Owner is a party or by which
Cedar or any Owner, or any of the Properties, is bound, or (ii) require the
consent of any third party other than as has already been obtained or is
otherwise specifically set forth herein. Except as disclosed in any SEC
filing, neither Cedar nor any Owner is in violation of any term of or in
default under its corporate charter, certificate of incorporation, by-laws,
partnership agreement, operating agreement or other organizational document.
	 
	 	(vi)	 	Taxes. All tax returns that have been required
to be filed with respect to the business, operations and assets of each
Owner have been filed. All taxes, charges, fees, levies or other
assessments, including, without limitation, income, real and personal
property taxes, imposed by any Governmental Authority having jurisdiction
that are due and payable as of the applicable Closing Date with respect to
the business, operations and assets of the applicable Owner, have been paid
or shall be paid as of the applicable Closing Date. As of the date of this
Agreement, there are no pending audits with respect to taxes payable by the
Owners. Immediately following the applicable Reorganization and as of the
applicable Closing Date, each applicable Owner (other than the Columbus
Crossing Property Owner) shall be classified as a disregarded entity for
federal income tax purposes.
	 
	 	(vii)	 	Leases. Cedar has no knowledge of any leases to
which any Property Owner is a party affecting any portion of the applicable
Property that will be in force on the applicable Closing Date other than the
Leases. As of the date of this Agreement, to the knowledge of Cedar, (x)
the Leases are in full force and effect and have not been amended except as
set forth in the Lease Exhibit, and (y) the Lease Exhibit is true and
correct in all material respects. True and complete (in all material
respects) copies of the Leases have been provided to RioCan on the Due
Diligence Site. As of the date of this Agreement, except as noted on
Schedule 10, Cedar has no knowledge of any material default by any party to
any Lease that remains uncured (including, without limitation, violations of
(A) representations that would give rise to a termination right under the
applicable Lease and (B) radius restrictions). To the knowledge of Cedar,
the rent rolls provided in the Due Diligence Site are true and correct in
all material respects as of the date of such rent rolls. To Cedar’s
knowledge as of the date of this Agreement, no Major Tenant has requested in
writing Cedar’s consent to the assignment or surrender of such Major
Tenant’s lease, which consent request remains outstanding. With respect to
each Blue Mountain Lease executed by a Tenant prior to the date of this
Agreement,




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	 	 	 	to the knowledge of Cedar, no such Tenant has an outstanding right (if any)
to terminate its Lease or receive a rent reduction by reason of the
landlord’s failure to complete the initial construction of Blue Mountain as
and when required thereunder.
	 
	 	(viii)	 	Ground Leases: There are no ground leases pursuant to which a
Property Owner, as lessee, leases all or any portion of any Property from a
third party, as lessor, other than the Ground Leases. As of the date of
this Agreement, to the knowledge of Cedar, the Ground Leases are in full
force and effect and have not been amended. True and complete (in all
material respects) copies of the Ground Leases have been provided to RioCan
on the Due Diligence Site. As of the date of this Agreement, Cedar has no
knowledge of any material default by any party to any Ground Lease that
remains uncured.
	 
	 	(ix)	 	Environmental Claims: Except as disclosed in the
environmental reports provided to RioCan on the Due Diligence Site, to the
knowledge of Cedar, as of the date of this Agreement, neither Cedar nor any
Property Owner has received written notice of any material Environmental
Claim attributable to the period of Cedar’s or such Property Owner’s
ownership of the applicable Property that remains uncured or unsatisfied in
any material respect.
	 
	 	(x)	 	Zoning: To the knowledge of Cedar, as of the
date of this Agreement, no written notice has been received by Cedar or any
Property Owner of any pending or threatened change to, any zoning by-law
materially affecting all or any portion of any Property, or any local
improvements made by any authority and chargeable (and not paid) to all or
any portion of any Property, in any event, that would have a material
adverse effect on the value, use or operation of such Property.
	 
	 	(xi)	 	Leasing Agents and Commissions: To the knowledge
of Cedar as of the date of this Agreement, there are no outstanding
agreements with leasing agents in respect of leasing space in the Property
nor are there any outstanding commissions payable to any brokers with
respect to any Leases, except (x) to Cedar or its affiliate at the
applicable Closing pursuant to Section 6(c) hereof, (y) such outstanding
commissions that will remain the sole obligation of Cedar pursuant to
Section 19(b) hereof and (z) such outstanding commissions that shall be the
responsibility of the Partnership pursuant to Section 19 hereof.
	 
	 	(xii)	 	Intellectual Property: To the knowledge of
Cedar as of the date of this Agreement, neither Cedar nor any Property Owner
has granted any licenses, rights or interests in the Intellectual Property,
none of the Intellectual Property is subject to any licenses, rights or
interests, and no payments are made by or to Cedar in respect of the use of
the Intellectual Property.




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	 	(xiii)	 	Service Contracts. Cedar has no knowledge of any service or
equipment leasing contracts to which any Property Owner is a party affecting
any portion of the applicable Property which will be in force on the
applicable Closing Date other than the Service Contracts. As of the date of
this Agreement, to the knowledge of Cedar, (x) all of the material Service
Contracts are in full force and effect and (y) true and complete (in all
material respects) copies of the Service Contracts listed on Schedule 4 have
been delivered to RioCan on the Due Diligence Site. As of the date of this
Agreement, Cedar has no knowledge of any material default by any party to
any Service Contract that remains uncured.
	 
	 	(xiv)	 	Employees. As of the date of this Agreement and
the applicable Closing Date, the Owners have no, and shall not have any,
employees or former employees.
	 
	 	(xv)	 	Litigation. As of the date of this Agreement,
except as set forth in Schedule 7 attached hereto, there is no material
pending (for which any Owner has been served) or, to Cedar’s knowledge,
material threatened litigation, claim or proceeding against any Property or
against any Owner other than claims made in the ordinary course of the
business of owning and operating the Properties and the Property Owners, as
applicable, which are covered by insurance maintained by Cedar and/or the
applicable Owner. To Cedar’s knowledge as of the date of this Agreement,
there is not outstanding against Cedar, any Owner or any Property any
judgment, decree, injunction, rule or order of any court, governmental
department, commission, agency or arbitrator which materially and adversely
affects the Properties.
	 
	 	(xvi)	 	No Insolvency. Neither Cedar nor any Owner is
or shall be on the applicable Closing Date, a debtor in any state or federal
insolvency, bankruptcy or receivership proceeding.
	 
	 	(xvii)	 	Non-Foreign Person. Neither Cedar nor any Owner is or shall be as
of the applicable Closing Date, a “foreign person” as defined in Section
1445 of the Internal Revenue Code, as amended.
	 
	 	(xviii)	 	Columbus Crossing Loan. The Property commonly known as Columbus
Crossing, located in Philadelphia, Pennsylvania is currently encumbered by a
mortgage loan in the original principal amount of $17,000,000 made by
Susquehanna Bank, a Pennsylvania banking corporation (the “Columbus Crossing
Loan”) to the applicable Property Owner. As of the date of this Agreement,
(x) to Cedar’s knowledge, the documents and instruments identified on
Schedule 8 attached hereto constitute all of the material documents and
instruments delivered in connection with the Columbus Crossing Loan (the
“Columbus Crossing Loan Documents”), true and complete (in all material
respects) copies of which have been provided to RioCan on the Due Diligence
Site; (y) to Cedar’s knowledge,




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	 	 	 	the Columbus Crossing Loan Documents are in full force and effect and have
not been amended except as set forth on Schedule 8 attached hereto, and (z)
to Cedar’s knowledge, the applicable Property Owner is not in material
default of, and has not received written notice from the applicable Lender
of any uncured default under, any of such Property Owner’s material
obligations under the Columbus Crossing Loan Documents. To the knowledge of
Cedar, as of the applicable Closing Date, the outstanding principal amount
of the Columbus Crossing Loan set forth on the applicable Settlement
Statement shall be the true and correct outstanding principal amount of the
Columbus Crossing Loan as of the applicable Closing Date.
	 
	 	(xix)	 	Franklin Village Loan. The Property commonly
known as Franklin Village, located in Franklin, Massachusetts is currently
encumbered by a mortgage loan in the original principal amount of
$43,500,000 made by Eurohypo AG, New York Branch, a New York branch of a
German banking corporation (as subsequently assigned, the “Franklin Village
Loan”) to the applicable Property Owner. As of the date of this Agreement,
(x) to Cedar’s knowledge, the documents and instruments identified on
Schedule 8 attached hereto constitute all of the material documents and
instruments delivered in connection with the Franklin Village Loan (the
“Franklin Village Loan Documents”), true and complete (in all material
respects) copies of which have been provided to RioCan on the Due Diligence
Site; (y) to Cedar’s knowledge, the Franklin Village Loan Documents are in
full force and effect and have not been amended except as set forth on
Schedule 8 attached hereto, and (z) to Cedar’s knowledge, the applicable
Property Owner is not in material default of, and has not received written
notice from the applicable Lender of any uncured default under, any of such
Property Owner’s material obligations under the Franklin Village Loan
Documents. To the knowledge of Cedar, as of the applicable Closing Date,
the outstanding principal amount of the Franklin Village Loan set forth on
the applicable Settlement Statement shall be the true and correct
outstanding principal amount of the Franklin Village Loan as of the
applicable Closing Date.
	 
	 	(xx)	 	Loyal Plaza Loan. The Property commonly known as
Loyal Plaza, located in Williamsport, Pennsylvania is currently encumbered
by a mortgage loan in the original principal amount of $14,000,000 made by
Lehman Brothers Bank, FSB and subsequently assigned to LaSalle Bank National
Association, as Trustee for the Registered Holders of LB-UBS Commercial
Mortgage Trust 2001-C3, Commercial Mortgage Pass-Through Certificates,
Series 2001-C3 (the “Loyal Plaza Loan”) to the applicable Property Owner.
As of the date of this Agreement, (x) to Cedar’s knowledge, the documents
and instruments identified on Schedule 8 attached hereto constitute all of
the material documents and instruments delivered in connection with the
Loyal Plaza Loan (the “Loyal Plaza Loan Documents”), true and complete (in
all material respects) copies of




- 32 -









 






	 	 	 	which have been provided to RioCan on the Due Diligence Site; (y) to Cedar’s
knowledge, the Loyal Plaza Loan Documents are in full force and effect and
have not been amended except as set forth on Schedule 8 attached hereto, and
(z) to Cedar’s knowledge, the applicable Property Owner is not in material
default of, and has not received written notice from the applicable Lender
of any uncured default under, any of such Property Owner’s material
obligations under the Loyal Plaza Loan Documents. To the knowledge of
Cedar, as of the applicable Closing Date, the outstanding principal amount
of the Loyal Plaza Loan set forth on the applicable Settlement Statement
shall be the true and correct outstanding principal amount of the Loyal
Plaza Loan as of the applicable Closing Date.
	 
	 	(xxi)	 	Bridgeport Loan. The Property commonly known as
Shop N Shop Plaza, located in Bridgeport, Connecticut is currently
encumbered by a mortgage loan in the original principal amount of $7,000,000
made by Morgan Stanley Mortgage Capital Inc., a New York corporation, as
subsequently assigned to LaSalle Bank National Association, as Trustee and
Custodian for Bear Stearns Commercial Mortgage Securities Inc., Commercial
Mortgage Pass-Through Certificates, Series 2007-Top 26 (the “Bridgeport
Loan”) to the applicable Property Owner. As of the date of this Agreement,
(x) to Cedar’s knowledge, the documents and instruments identified on
Schedule 8 attached hereto constitute all of the material documents and
instruments delivered in connection with the Bridgeport Loan (the
“Bridgeport Loan Documents”), true and complete (in all material respects)
copies of which have been provided to RioCan on the Due Diligence Site; (y)
to Cedar’s knowledge, the Bridgeport Loan Documents are in full force and
effect and have not been amended except as set forth on Schedule 8 attached
hereto, and (z) to Cedar’s knowledge, the applicable Property Owner is not
in material default of, and has not received written notice from the
applicable Lender of any uncured default under, any of such Property Owner’s
material obligations under the Bridgeport Loan Documents. To the knowledge
of Cedar, as of the applicable Closing Date, the outstanding principal
amount of the Bridgeport Loan set forth on the applicable Settlement
Statement shall be the true and correct outstanding principal amount of the
Bridgeport Loan as of the applicable Closing Date.
	 
	 	(xxii)	 	Shaw’s Plaza Loan. The Property commonly known as Shaw’s Plaza,
located in Raynham, Massachusetts is currently encumbered by a mortgage loan
in the original principal amount of $14,200,000 made by Bear Stearns
Commercial Mortgage, Inc., a New York corporation, as subsequently assigned
to LaSalle Bank National Association, as Trustee for Bear Stearns Commercial
Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates,
Series 2004-Top 14 (the “Shaw’s Plaza Loan”) to the applicable Property
Owner. As of the date of this Agreement, (x) to Cedar’s knowledge, the
documents and instruments




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	 	 	 	identified on Schedule 8 attached hereto constitute all of the material
documents and instruments delivered in connection with the Shaw’s Plaza Loan
(the “Shaw’s Plaza Loan Documents”), true and complete (in all material
respects) copies of which have been provided to RioCan on the Due Diligence
Site; (y) to Cedar’s knowledge, the Shaw’s Plaza Loan Documents are in full
force and effect and have not been amended except as set forth on Schedule 8
attached hereto, and (z) to Cedar’s knowledge, the applicable Property Owner
is not in material default of, and has not received written notice from the
applicable Lender of any uncured default under, any of such Property Owner’s
material obligations under the Shaw’s Plaza Loan Documents. To the
knowledge of Cedar, as of the applicable Closing Date, the outstanding
principal amount of the Shaw’s Plaza Loan set forth on the applicable
Settlement Statement shall be the true and correct outstanding principal
amount of the Shaw’s Plaza Loan as of the applicable Closing Date.
	 
	 	(xxiii)	 	Columbus Crossing Preferred Partner Loan. The original principal
amount of the Columbus Crossing Preferred Partner Loan is $6,367,000, which
has not been repaid. As of the date of this Agreement (x) to the knowledge
of Cedar, the documents and instruments identified on Schedule 8 attached
hereto constitute all of the material documents and instruments entered into
in connection with the Columbus Crossing Preferred Partner Loan (the
“Columbus Crossing Preferred Partner Loan Documents”), true and complete (in
all material respects) copies of which have been provided to RioCan on the
Due Diligence Site; (y) to the knowledge of Cedar, the Columbus Crossing
Preferred Partner Loan Documents are in full force and effect and have not
been amended except as set forth on Schedule 8 attached hereto, and (z) the
Existing Columbus Crossing Preferred Partner Lender is the holder of the
Columbus Crossing Preferred Partner Loan Documents. To Cedar’s knowledge,
as of the date of this Agreement, neither the Existing Columbus Crossing
Preferred Partner Lender nor the borrower is in material default under the
Columbus Crossing Preferred Partner Loan Documents.
	 
	 	(xxiv)	 	Loan Documents. No Owner has entered into any loan documents
secured in whole or in part by the applicable Property or Property Owner
that will be binding on such Owner after the applicable Closing Date other
than the Loan Documents.
	 
	 	(xxv)	 	Notices of Condemnation, Violations. To the
knowledge of Cedar, neither Cedar nor any Property Owner has received
written notice from any Governmental Authority having jurisdiction of (a)
any condemnation of all or any part of the Properties as of the date of this
Agreement or (b) any violations by any Property Owner of any zoning
ordinance, fire codes, law or other legal requirement relating to the
ownership of the Properties, which have not been corrected in all material
respects, which are not the




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	 	 	 	responsibility of Tenants and which have a material adverse effect on the
value, use or operation of such Property.
	 
	 	(xxvi)	 	Reports: Cedar has provided to RioCan complete copies of all
environmental and physical reports it has commissioned or in its possession
or control in respect of the Properties.
	 
	 	(xxvii)	 	Exempt Assets: The Properties constitute exempt assets for
purposes of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and
Rules 802.2(h) and 802.5 thereunder.
	 
	 	(xxviii)	 	Material Title Contracts. As of the date of this Agreement, to
Cedar’s knowledge, (x) the Material Title Contracts are in full force and
effect and (y) Cedar is not in default in any material respect with respect
to any material obligation under any Material Title Contract.
	 
	 	(xxix)	 	Surveys. As of the date of this Agreement, to Cedar’s knowledge,
there has been no material change with respect to any material physical
improvements disclosed on the Existing Surveys furnished to RioCan prior to
the date of this Agreement (other than with respect to Blue Mountain),
except for such matters that would not materially and adversely affect the
ordinary operation of the Properties as currently operated or the value or
marketability of the Properties.
	 
	 	(xxx)	 	Financial Statements. Prior to the date hereof,
Cedar has delivered to RioCan: (i) the balance sheets of each applicable
Property Owner as of December 31, 2007 and 2008 (collectively, the “Balance
Sheets”); (ii) statements of operations, cash flows and owners’ equity for
the year ended December 31, 2008; and (iii) a balance sheet of each Property
Owner as of June 30, 2009 (the foregoing financial statements, including any
notes thereto and any related compilations, reviews and other reports issued
by the Property Owners’ accountants with respect thereto, the “Financial
Statements”). The Financial Statements have been prepared from the books
and records of each respective Property Owner in accordance with GAAP during
the periods covered thereby (except as otherwise disclosed therein). To the
knowledge of Cedar, the books and records of each Property Owner, all of
which have been made available to RioCan before the date hereof, are true
and complete in all material respects, have been maintained in accordance
with sound business practices and accurately present and reflect in all
material respects all of the transactions and actions therein described. To
the knowledge of Cedar, no Property Owner has any material liabilities or
obligations of a nature required by GAAP to be reflected on a balance sheet
of such Property Owner, except (i) as disclosed, reflected or reserved
against in the Balance Sheets and (ii) for liabilities and obligations
incurred in the ordinary course of business since the date of the applicable
Balance Sheet.




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	 	(xxxi)	 	Withholding Information. Cedar has not knowingly withheld any
factual information or documentation regarding the Properties or the
Interests which would make any of the representations and warranties
contained herein untrue in any material respect






	 	(b)	 	Knowledge of Cedar; References to “Owner”. References to the
“knowledge” of Cedar or words of similar import shall refer only to (i) the knowledge
of Cedar of information actually and specifically set forth in written materials
physically located in the files and property records maintained by Cedar at its offices
and (ii) the current actual (as opposed to implied or constructive) knowledge of Leo S.
Ullman and Brenda Walker and shall not be construed, by imputation or otherwise, to
refer to the knowledge of Cedar or any parent, subsidiary or affiliate of Cedar or to
any other officer, agent, manager, representative or employee of Cedar or to impose
upon Leo S. Ullman or Brenda Walker any duty to investigate the matter to which such
actual knowledge, or the absence thereof, pertains other than the duty of either Leo S.
Ullman or Brenda Walker to cause inquiry, verbal or in writing, of the regional asset
managers for the applicable Properties, with respect to Property specific
representations contained in Section 13(a). Notwithstanding anything to the contrary
contained in this Agreement, neither Leo S. Ullman nor Brenda Walker shall have any
personal liability hereunder. Notwithstanding anything to the contrary contained in
this Agreement, references to “Owner” or “Owners” in the representations and warranties
made in this Section 13(a) as of the date of this Agreement shall refer to the Owner or
Owners as and to the extent the same has or have been formed as of the date of this
Agreement.






	 	(c)	 	Knowledge of RioCan. Notwithstanding anything to the contrary
contained in this Agreement, with respect to each Transaction, (i) if any of the
representations or warranties of Cedar contained in this Agreement or in any document
or instrument delivered in connection herewith are materially false or inaccurate, or
Cedar is in material breach or default of any of its obligations under this Agreement
that survive a Closing, and RioCan nonetheless closes such Transaction hereunder, then
none of the Cedar Partners shall have any liability or obligation respecting such false
or inaccurate representations or warranties or other breach or default (and any cause
of action resulting therefrom shall terminate upon such Closing) in the event that
either (x) on or prior to the applicable Closing, RioCan shall have had actual
knowledge of the false or inaccurate representations or warranties or other breach or
default, or (y) the accurate state of facts pertinent to such false or inaccurate
representations or warranties or other breach or default was contained in any of the
Information and (ii) to the extent the copies of the Leases, the Service Contracts, any
estoppel certificates or any other such Information furnished to or otherwise obtained
by RioCan prior to the applicable Closing contain provisions or information that are
inconsistent with the foregoing representations and warranties, none of the Cedar
Partners shall have any liability or obligation respecting such inconsistent
representations or warranties (and RioCan shall have no cause of action with respect
thereto), and such representations and warranties shall be deemed




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modified to the extent necessary to eliminate such inconsistency and to conform such
representations and warranties to such Leases, Service Contracts and other
Information.




	 	(d)	 	DISCLAIMER OF REPRESENTATIONS. EXCEPT AS SPECIFICALLY SET FORTH IN
THIS AGREEMENT, THE TRANSFER OF THE INTERESTS AND THE PROPERTIES HEREUNDER IS AND WILL
BE MADE ON AN “AS IS”, “WHERE IS,” AND “WITH ALL FAULTS” BASIS, WITHOUT REPRESENTATIONS
AND WARRANTIES OF ANY KIND OR NATURE, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING ANY
REPRESENTATION OR WARRANTY CONCERNING TITLE TO THE INTERESTS, PROPERTIES, THE PHYSICAL
CONDITION OF THE PROPERTIES (INCLUDING THE CONDITION OF THE SOIL OR THE IMPROVEMENTS),
THE ENVIRONMENTAL CONDITION OF THE PROPERTIES (INCLUDING THE PRESENCE OR ABSENCE OF
HAZARDOUS SUBSTANCES ON OR AFFECTING THE PROPERTY), THE COMPLIANCE OF THE PROPERTIES OR
THE OWNERS WITH APPLICABLE LAWS AND REGULATIONS (INCLUDING ZONING AND BUILDING CODES OR
THE STATUS OF DEVELOPMENT OR USE RIGHTS RESPECTING THE PROPERTIES), THE FINANCIAL
CONDITION OF THE PROPERTIES, THE OWNERS OR ANY OTHER REPRESENTATION OR WARRANTY
RESPECTING ANY INCOME, EXPENSES, CHARGES, LIENS OR ENCUMBRANCES, RIGHTS OR CLAIMS ON,
AFFECTING OR PERTAINING TO THE PROPERTIES, THE OWNERS, THE INTERESTS OR ANY PART
THEREOF. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 25 OF THIS AGREEMENT, RIOCAN
ACKNOWLEDGES THAT PRIOR TO THE DATE OF THIS AGREEMENT RIOCAN HAS EXAMINED, REVIEWED AND
INSPECTED ALL MATTERS WHICH IN THE JUDGMENT OF RIOCAN BEAR UPON THE PROPERTIES, THE
INTERESTS AND THEIR VALUE AND SUITABILITY EXCEPT FOR THE COMPLETION OF THE SUPPLEMENTAL
TESTING (WHICH RIOCAN ACKNOWLEDGES SHALL BE COMPLETED BY THE EXPIRATION OF THE
SUPPLEMENTAL DUE DILIGENCE PERIOD). EXCEPT AS TO MATTERS SPECIFICALLY SET FORTH IN
THIS AGREEMENT: (A) RIOCAN WILL ACQUIRE THE INTERESTS (INCLUDING AN INDIRECT INTEREST
IN THE PROPERTIES) SOLELY ON THE BASIS OF ITS OWN PHYSICAL AND FINANCIAL EXAMINATIONS,
REVIEWS AND INSPECTIONS AND (B) WITHOUT LIMITING THE FOREGOING, RIOCAN WAIVES ANY RIGHT
IT OTHERWISE MAY HAVE AT LAW OR IN EQUITY, INCLUDING, WITHOUT LIMITATION, THE RIGHT TO
SEEK DAMAGES FROM CEDAR IN CONNECTION WITH THE CONDITION OF THE PROPERTIES AND THE
INTERESTS, INCLUDING ANY RIGHT OF CONTRIBUTION UNDER THE COMPREHENSIVE ENVIRONMENTAL
RESPONSE COMPENSATION AND LIABILITY ACT. THE PROVISIONS OF THIS SECTION 13(d) SHALL
SURVIVE THE CLOSINGS.




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	 	(e)	 	Survival of Representations and Warranties of Cedar. Notwithstanding
anything to the contrary contained in this Agreement, all representations and
warranties of Cedar contained in this Section 13 with respect to each Transaction and
the related Property, Owner(s), and Interests shall survive the Closing of such
Transaction for a period of one (1) year (except that the representations and
warranties of Cedar contained in Section 13(a)(i), (iii), (iv) and (v) shall survive
the Closing of the applicable Transaction for a period of two (2) years and the
representations and warranties of Cedar contained in Section 13(a)(vi) shall survive
the Closing until the expiration of the applicable statute of limitations). This
Section 13(e) shall survive the Closings.




14. Representations and Warranties of RioCan.





	 	(a)	 	RioCan does hereby make the following representations and warranties to Cedar:






	 	(i)	 	Due Authority. This Agreement and all
agreements, instruments and documents herein provided to be executed by
RioCan have been or by Closing will be, duly authorized, executed and
delivered by and are binding upon RioCan. As of the Closing Date, this
Agreement will constitute the legal, valid and binding obligations of RioCan
and shall be enforceable against RioCan in accordance with its terms, except
as such enforceability may be limited by (i) bankruptcy, insolvency or other
similar laws affecting creditor’s rights generally and (ii) general
principles of equity. RioCan is a corporation validly existing and in good
standing under the laws of the Delaware, and is duly authorized and
qualified to do all things required of it under this Agreement and all
agreements, instruments and documents herein provided to be executed by
RioCan.
	 
	 	(ii)	 	Litigation. To the knowledge of RioCan, there is
no material pending or threatened litigation, claim or proceeding against
RioCan.
	 
	 	(iii)	 	No Insolvency. RioCan is not and as of the
applicable Closing Date, RioCan will not be, a debtor in any state, federal
or foreign insolvency, bankruptcy, receivership proceeding.
	 
	 	(iv)	 	OFAC. Neither RioCan nor any member, partner or
shareholder of RioCan, nor to the knowledge of RioCan, any Person with
actual authority to direct the actions of RioCan nor, to the knowledge of
RioCan any other Persons holding any legal or beneficial interest whatsoever
in RioCan (A) are named on any list of Persons and governments issued by
OFAC pursuant to Executive Order 13224, as in effect on the date hereof, or
any similar list known to RioCan or publicly issued by OFAC or any other
department or agency of the United States of America (collectively, the
“OFAC Lists”), (B) are included in, owned by, controlled by, knowingly
acting for or on behalf of, knowingly providing assistance, support,
sponsorship, or services of any kind to, or otherwise knowingly associated
with any of the Persons referred to or described in the OFAC Lists, or (C)




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	 	 	 	has knowingly conducted business with or knowingly engaged in any
transaction with any Person named on any of the OFAC Lists or any Person
included in, owned by, controlled by, acting for or on behalf of, providing
assistance, support, sponsorship, or services of any kind to, or, to the
knowledge of RioCan, otherwise associated with any of the Persons referred
to or described in the OFAC Lists.
	 
	 	(v)	 	Conflicts. Neither the entry into nor the
performance of this Agreement by RioCan will (i) violate or result in a
breach under, or constitute a default under, any corporate charter,
certificate of incorporation, by-law, partnership agreement, indenture,
contract, permit, judgment, decree or order to which RioCan is a party or by
which RioCan is bound, or (ii) except with respect to the Loan Approvals,
require the consent of any third party other than as has already been
obtained or is otherwise specifically set forth herein.






	 	(b)	 	Notwithstanding anything to the contrary contained in this Agreement, all
representations and warranties of RioCan contained in this Section 14 shall survive the
Closings for a period of one (1) year (except that the representations and warranties
of RioCan contained in Section 14(a)(i) and (v) shall survive the Closings for a period
of two (2) years and the representations and warranties of Cedar contained in Section
14(a)(iv) shall survive the Closing until the expiration of the applicable statute of
limitations, or if there is no applicable statute of limitations, then forever). This
Section 14(b) shall survive the Closings.






	15.	 	Investment Representations, Etc.






	 	(a)	 	Cedar, for itself and for each Cedar Partner, and RioCan, each represents and
warrants to the other and each Owner, that (i) it is an “accredited investor” as that
term is defined in the Securities Act and was not formed solely for the purpose of
purchasing partnership interests in the Partnership (the “Partnership Interests”); (ii)
as applicable, the Partnership Interests have been or are being acquired by it,
directly or indirectly, pursuant to the Partnership Agreement as an investment for its
own account with no intention of distributing or reselling such Partnership Interests
in any transaction that would be in violation of the securities laws of the United
States or of any state, subject however, to the rights of such purchasers at all times
to sell or otherwise dispose of all or any part of the Partnership Interests under an
effective registration statement under the Securities Act, or under an exemption from
such registration available under the Securities Act and, subject, nevertheless, to the
disposition of such purchaser’s property being at all times within its control; (iii)
it (A) has such knowledge and experience in financial and business matters that it is
capable of evaluating the merits and risks of the investment in the Partnership
Interests, (B) has had the opportunity to ask questions of and receive answers
concerning such Owner and its investment in the Partnership Interests and to obtain any
information necessary to verify the information obtained by it, and (C) is able to bear
the economic risks of such investment; and (iv) it has full power and authority to own
or acquire the




- 39 -









 






	 	 	 	Partnership Interests to be acquired by it directly or indirectly as set forth
herein or in the Partnership Agreement.






	 	(b)	 	Cedar, for itself and for each Cedar Partner, and RioCan each acknowledges
that: (i) the offering of the Partnership Interests has not been, and will not be,
registered with the Commission under and pursuant to the Securities Act; (ii) the
Partnership Interests have not been qualified for sale in any state under applicable
state securities or Blue Sky Laws; (iii) in purchasing the Partnership Interests
directly or indirectly it must bear the economic risks of the investment for an
indefinite period of time because the Partnership Interests cannot be sold unless the
offering of such Partnership Interests is subsequently registered under that Securities
Act or an exemption from such registration is available; (iv) with respect to the tax
and other legal consequences of an investment in the Partnership Interests, it is
relying solely upon advice of its own tax and legal advisors; and (v) the Partnership
Agreement and any other evidence of ownership of Partnership Interests will bear a
legend reflecting the unregistered and restricted nature of the Partnership Interests;
provided, however the foregoing Sections 15(a) and 15(b) are subject to and do not
derogate from the reliance by each of RioCan and Cedar on the truth and accuracy of the
express representations, warranties and covenants of the other in this Agreement or any
of the closing documents executed and delivered by the other in connection with a
Closing.






	 	(c)	 	Cedar and RioCan each agrees that: (i) it will not, directly or indirectly,
dispose of any of the Partnership Interests without registration under the Securities
Act unless and until the proposed sale or transfer of the Partnership Interests is
exempt from the registration requirements of the Securities Act, as evidenced (if
desired by such Owner) by a written opinion of counsel of recognized standing in
Securities Law.






	 	(d)	 	The provisions of this Section 15 shall survive the Closings.




16. Interim Covenants of Cedar.





	 	(a)	 	With respect to each of the Properties, Cedar shall cause each of the Property
Owners to operate its Property in substantially the same manner as prior hereto
pursuant to its normal course of business, including the maintenance of insurance and
the making of claims thereunder, until the applicable Closing Date or prior termination
of this Agreement with respect to such Property as provided herein; provided, however,
that, without the prior consent of RioCan, Cedar shall not (except to the extent
expressly provided herein) prior to the applicable Closing Date or prior termination of
this Agreement with respect to such Property as provided herein:






	 	(i)	 	refinance any of the Loans or, except as contemplated by
Section 12(a) hereof, amend, modify or terminate in any material respect any
of the Loan Documents;




- 40 -









 






	 	(ii)	 	except as required pursuant to the terms of a Lease,
enter into, terminate (including evict), accept a surrender, modify or
amend, in any material respect, or waive in writing or otherwise any
material covenant or obligation of a Tenant under, any Lease for an area in
excess of 10,000 rentable square feet;
	 
	 	(iii)	 	enter into any lease of less than 10,000 rentable square
feet if (y) the net effective rent is less than ninety-seven percent (97%)
of the proforma net effective rent shown for the applicable portion of a
Property shown on Schedule 15 or (z) if such lease is neither substantially
in the standard form of lease for the applicable Property (with commercially
reasonable changes thereto) nor is otherwise on commercially reasonable
terms;
	 
	 	(iv)	 	terminate, modify or amend, in any material respect, or
waive in writing or otherwise any material covenant or obligation of a
Ground Lessor under, any Ground Lease; or
	 
	 	(v)	 	except for leases (or terminations, surrenders,
modifications or amendments thereof) which would not require RioCan’s
consent pursuant to the foregoing clauses of this Section 16(a), grant any
person or entity the right to acquire any fee or leasehold interest in any
Property (or any portion thereof).






	 	 	 	The provisions of this Section 16(a) shall survive the Closings.






	 	(b)	 	Cedar shall use commercially reasonable efforts as soon as practicable
following the date of this Agreement to cause the release of Blue Mountain from the
Blue Mountain Line of Credit. Prior to the Closing of the Transaction involving Blue
Mountain, following the release of Blue Mountain from the Blue Mountain Line of Credit,
Cedar may, subject to the terms of this Section 16(b), cause the applicable Property
Owner to finance Blue Mountain with a mortgage loan secured by such Property on such
commercially reasonable terms as Cedar shall determine (the “Blue Mountain Loan”).
Promptly upon receipt thereof, Cedar agrees to deliver a copy of either the loan
application or commitment received from the applicable lender in connection with the
Blue Mountain Loan (the “Blue Mountain Loan Application”) to RioCan for its review and
approval, not to be unreasonably withheld or conditioned. Likewise, prior to entering
into the loan documents and instruments evidencing the Blue Mountain Loan (the “Blue
Mountain Loan Documents”), Cedar agrees to deliver copies of the same to RioCan for its
review and approval, not to be unreasonably withheld or conditioned; provided, however,
that RioCan shall have no right to disapprove the Blue Mountain Loan Documents unless
the same materially and adversely conflict with the terms of the Blue Mountain Loan
Application. In the event that RioCan shall fail to deliver written approval or
disapproval of the terms of either the Blue Mountain Loan Application or the Blue
Mountain Loan Documents within five (5) Business Days after receipt thereof, RioCan
shall be deemed to have approved the same. If, in accordance with the terms of this
Section 16(b),




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	 	 	 	RioCan shall disapprove of the terms of either the Blue Mountain Loan Application or
the Blue Mountain Loan Documents, Cedar shall have the option, in its sole
direction, to either (i) cause the Blue Mountain Loan Application or the Blue
Mountain Loan Documents, as applicable, to be modified until RioCan shall approve
the same (which approval shall not be unreasonably withheld, conditioned or delayed)
or (ii) cease pursuit of such Blue Mountain Loan. If the Blue Mountain Loan shall
close prior to the Closing of the Transaction involving Blue Mountain as
contemplated herein, the Allotted Consideration payable by RioCan at such Closing
shall be adjusted (x) to account for the outstanding principal amount of the Blue
Mountain Loan and (y) such that RioCan shall be responsible for its respective
Percentage Interests of all third party transaction costs and closing costs incurred
in obtaining the Blue Mountain Loan. In addition, if the Blue Mountain Loan shall
have closed prior to the Closing of the Transaction involving Blue Mountain, RioCan
shall pay to Cedar at the Closing of such Transaction, its Percentage Interest of a
financing fee equal to one-quarter of one percent (0.25%) of the original principal
amount of the Blue Mountain Loan; provided, however, that fifty percent (50%) of
such financing fee shall be paid to RioCan if RioCan or RioCan REIT was the sole
procuring party with respect to such financing or refinancing, and provided further
that any such financing fee payable hereunder shall not exceed $50,000. In the
event the Blue Mountain Loan shall close on or after the Closing of the Transaction
involving Blue Mountain, the financing fee payable to Cedar in connection therewith
shall be governed by the terms of the applicable Management Agreement. The
provisions of this Section 16(b) shall survive the Closings.






	 	(c)	 	Cedar shall use commercially reasonable efforts as soon as practicable
following the date of this Agreement to cause the release of Sunset Crossing from the
Sunset Crossing Line of Credit. Prior to the Closing of the Transaction involving
Sunset Crossing, following the release of Sunset Crossing from the Sunset Crossing Line
of Credit, Cedar may, subject to the terms of this Section 16(b), cause the applicable
Property Owner to finance Sunset Crossing with a mortgage loan secured by such Property
on such commercially reasonable terms as Cedar shall determine (the “Sunset Crossing
Loan”). Promptly upon receipt thereof, Cedar agrees to deliver a copy of either the
loan application or commitment received from the applicable lender in connection with
the Sunset Crossing Loan (the “Sunset Crossing Loan Application”) to RioCan for its
review and approval, not to be unreasonably withheld or conditioned. Likewise, prior
to entering into the loan documents and instruments evidencing the Sunset Crossing Loan
(the “Sunset Crossing Loan Documents”), Cedar agrees to deliver copies of the same to
RioCan for its review and approval, not to be unreasonably withheld or conditioned;
provided, however, that RioCan shall have no right to disapprove the Sunset Crossing
Loan Documents unless the same materially and adversely conflict with the terms of the
Sunset Crossing Loan Application. In the event that RioCan shall fail to deliver
written approval or disapproval of the terms of either the Sunset Crossing Loan
Application or the Sunset Crossing Loan Documents within five (5) Business Days after
receipt thereof, RioCan shall be deemed to have approved the same. If, in accordance
with the terms of this Section 16(c),




- 42 -









 












	 	 	 	RioCan shall disapprove of the terms of either the Sunset Crossing Loan Application
or the Sunset Crossing Loan Documents, Cedar shall have the option, in its sole
direction, to either (i) cause the Sunset Crossing Loan Application or the Sunset
Crossing Loan Documents, as applicable, to be modified until RioCan shall approve
the same (which approval shall not be unreasonably withheld, conditioned or delayed)
or (ii) cease pursuit of such Sunset Crossing Loan. If the Sunset Crossing Loan
shall close prior to the Closing of the Transaction involving Sunset Crossing as
contemplated herein, the Allotted Consideration payable by RioCan at such Closing
shall be adjusted (x) to account for the outstanding principal amount of the Sunset
Crossing Loan and (y) such that RioCan shall be responsible for its respective
Percentage Interests of all third party transaction costs and closing costs incurred
in obtaining the Sunset Crossing Loan. In addition, if the Sunset Crossing Loan
shall have closed prior to the Closing of the Transaction involving Sunset Crossing,
RioCan shall pay to Cedar at the Closing of such Transaction, its Percentage
Interest of a financing fee equal to one-quarter of one percent (0.25%) of the
original principal amount of the Sunset Crossing Loan; provided, however, that fifty
percent (50%) of such financing fee shall be paid to RioCan if RioCan or RioCan REIT
was the sole procuring party with respect to such financing or refinancing, and
provided further that any such financing fee payable hereunder shall not exceed
$50,000. In the event the Sunset Crossing Loan shall close on or after the Closing
of the Transaction involving Sunset Crossing, the financing fee payable to Cedar in
connection therewith shall be governed by the terms of the applicable Management
Agreement. The provisions of this Section 16(c) shall survive the Closings.






	 	(d)	 	Cedar shall use commercially reasonable efforts to deliver to RioCan before the
applicable Closing Date, (i) tenant estoppel certificates (“Tenant Estoppels”) from
each Major Tenant for the applicable Property and a sufficient number of other Tenants
occupying space at the Property such that estoppel certificates have been received with
respect to not less than seventy-five percent (75%) of the aggregate occupied rentable
square footage of each Property (collectively, “Required Tenants”), in each case dated
not more than forty-five (45) days prior to the applicable Closing Date and on the
agreed to form prescribed by its Lease (or the substantive equivalent), or on the form
previously executed by such Tenant (or the substantive equivalent), a copy of which was
furnished to and accepted by RioCan on or prior to the date hereof, or on any other
form approved by RioCan in writing (such approval not to be unreasonably withheld), in
each case, disclosing no materially adverse matters, and (ii) an estoppel certificate
(the “Ground Lessor Estoppel”) from each Ground Lessor, dated not more than forty-five
(45) days prior to the applicable Closing Date and on the agreed to form prescribed by
the applicable Ground Lease (or the substantive equivalent), or on the form previously
obtained by Cedar with respect to such Ground Lessor (or the substantive equivalent), a
copy of which was furnished to and accepted by RioCan on or prior to the date hereof,
or on any other form approved by RioCan in writing (such approval not to be
unreasonably withheld), and disclosing no materially adverse matters. Cedar shall
deliver to RioCan (or RioCan’s lawyers) the initial draft of each Tenant Estoppel and
Ground Lessor Estoppel at least two




- 43 -









 






(2)

    Business Days prior to delivery of such estoppels to the recipients. Cedar
shall deliver to RioCan copies of all executed Tenant Estoppels and the Ground
Lessor Estoppel promptly following receipt thereof by Cedar. For avoidance of
doubt, failure by Cedar to obtain any Tenant Estoppel or Ground Lessor Estoppel in
the manner provided herein shall not constitute a default by Cedar under this
Agreement, but shall constitute the mere failure of a condition precedent as more
particularly set forth in Section 18 below.





	 	(e)	 	Except for any matters disclosed in the documents included in the Due Diligence
Site or otherwise made available to RioCan and/or RioCan’s Representatives on or prior
to the date of this Agreement, Cedar covenants that, if after the date of this
Agreement it obtains knowledge or information prior to Closing of matters then existing
which make any representation or warranty of Cedar hereunder materially and adversely
inaccurate, Cedar will promptly communicate such information to RioCan.






	 	(f)	 	Cedar will provide to RioCan draft budgets and leasing plans for the Properties
for the 2010 calendar year on or prior to December 8, 2009 and the parties shall use
commercially reasonable efforts to approve same prior to the applicable Closings.




17. Deliveries to be made on the Closing Date.





	 	(a)	 	Cedar Deliveries: Cedar shall deliver or cause to be delivered to the
Owners, RioCan or the Title Company, as the case may be, on the applicable Closing Date
the following documents:






	 	(i)	 	with respect to the first Closing to occur pursuant to
the terms of this Agreement, the Partnership Agreement and any formation or
similar certificates required by the laws of the State of Delaware, executed
by the Cedar Partners;
	 
	 	(ii)	 	assignment and assumption agreements in the form attached
hereto as Exhibit G required in accordance with the steps outlined on
Schedule 2 attached hereto, between the applicable Cedar Partner, as
assignor, and REIT Property Subsidiary, as assignee, of the applicable
Interests, executed by all parties thereto;
	 
	 	(iii)	 	with respect to Transaction involving Columbus Crossing
only, an operating agreement for the New Columbus Crossing Preferred Partner
Lender in a form consistent with the terms of the Partnership Agreement in
all material respects and otherwise reasonably acceptable to the parties,
executed by REIT Property Subsidiary, as the sole member, together with a
copy of the certificate of formation of the New Columbus Crossing Preferred
Partner Lender;
	 
	 	(iv)	 	with respect to Transaction involving Columbus Crossing
only, conveyance documents mutually acceptable to the parties by which all




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	 	 	 	right, title and interest of Existing Columbus Crossing Preferred Partner
Lender in, to and under the Columbus Crossing Preferred Partner Loan and the
Columbus Crossing Preferred Partner Loan Documents shall be transferred to
New Columbus Crossing Preferred Partner Lender, executed by Existing
Columbus Crossing Preferred Partner Lender and New Columbus Crossing
Preferred Partner Lender;
	 
	 	(v)	 	with respect to Transaction involving Columbus Crossing
only, a reimbursement agreement in a form reasonably acceptable to the
parties whereby Cedar and RioCan REIT shall share liability under the
Columbus Crossing Loan Guaranty in accordance with the Percentage Interests
of the Cedar Partners and RioCan, respectively (the “Columbus Crossing
Reimbursement Agreement”), executed by Cedar;
	 
	 	(vi)	 	with respect to each Property, the Management Agreement,
executed by the applicable Property Owner and the Manager;
	 
	 	(vii)	 	all applicable transfer tax forms, if any;
	 
	 	(viii)	 	the affidavit referred to in Section 1445 of the Internal Revenue Code, as
amended, with all pertinent information confirming that Cedar is not a
foreign person, trust, estate, corporation or partnership;
	 
	 	(ix)	 	evidence reasonably satisfactory to the Title Company
respecting the due organization of the Cedar Partners and the due
authorization and execution by the applicable Cedar Partners of this
Agreement and the documents required to be delivered hereunder;
	 
	 	(x)	 	to the extent reasonably required by the Title Company,
an affidavit of title in form and substance reasonably acceptable to Cedar
and the Title Company;
	 
	 	(xi)	 	a certificate (the “Update Certificate”) of Cedar dated
as of the applicable Closing Date certifying that the representations and
warranties of Cedar set forth in Section 13(a) of this Agreement, other than
the representations and warranties set forth in Section 13(a) of this
Agreement which are made as of the date of this Agreement (such
representations and warranties of Cedar set forth in Section 13(a) of this
Agreement (other than as aforesaid) are hereafter referred to as “Closing
Date Representations”) with respect to the applicable Closing remain true
and correct in all material respects as of the applicable Closing Date, it
being agreed that if any Closing Date Representation with respect to a
particular Closing shall no longer be true and correct in any material
respect due to a change in the facts or circumstances which do not otherwise
constitute a default of Cedar pursuant to the express terms of this
Agreement and Cedar is unable to deliver the Update Certificate, the failure
of Cedar to deliver the Update Certificate shall constitute a failure of a
condition to




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	 	 	 	such Closing and shall not constitute a default by Cedar under this
Agreement (or the failure of a condition to any other Closing), and the sole
remedy of RioCan in connection therewith shall be to terminate this
Agreement with respect to the applicable Transaction by written notice to
Cedar in which event the Deposit shall be refunded to RioCan (if no other
Closing with respect to another Property remains outstanding) and no party
hereto shall have any further obligations under this Agreement with respect
to such Transaction, except under those provisions of this Agreement that
expressly survive a termination of this Agreement);
	 
	 	(xii)	 	a settlement statement prepared by the Title Company and
approved by Cedar and RioCan (the “Settlement Statement”);
	 
	 	(xiii)	 	evidence of the Lender Approval (if applicable);
	 
	 	(xiv)	 	copies of the Tenant Estoppels;
	 
	 	(xv)	 	a copy of the Ground Lessor Estoppel (if applicable);
	 
	 	(xvi)	 	documents with respect to the Blue Mountain Development
Parcel in accordance with the terms of Section 7; and
	 
	 	(xvii)	 	all such other documents which are required or reasonably necessary to
give effect to the Agreement and which have been reasonably requested by
RioCan on or before the applicable Closing Date.






	 	(b)	 	RioCan Deliveries: RioCan shall deliver or cause to be delivered to
Cedar, the Owners or the Title Company, as the case may be, on the applicable Closing
Date the following:






	 	(i)	 	the applicable Net Consideration required to be paid by
RioCan to Cedar pursuant to Section 2 hereof;
	 
	 	(ii)	 	with respect to the first Closing to occur pursuant to
the terms of this Agreement, the Partnership Agreement and any formation or
similar certificates required by the laws of the State of Delaware, executed
by RioCan;
	 
	 	(iii)	 	with respect to Transaction involving Columbus Crossing
only, the Columbus Crossing Reimbursement Agreement, executed by RioCan
REIT;
	 
	 	(iv)	 	all applicable transfer tax forms, if any;
	 
	 	(v)	 	evidence reasonably satisfactory to the Title Company
respecting the due organization of RioCan and the due authorization and
execution by RioCan of this Agreement and the documents required to be
delivered hereunder;




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	 	(vi)	 	the Settlement Statement;
	 
	 	(vii)	 	documents with respect to the Blue Mountain Development
Parcel in accordance with the terms of Section 7; and
	 
	 	(viii)	 	all such other documents which are required or reasonably necessary to
give effect to the Agreement and which have been reasonably requested by
Cedar on or before the applicable Closing Date.






	 	(c)	 	All Closing Documents, the forms of which are not attached to this Agreement,
shall be in form and content acceptable to the parties acting reasonably and in good
faith.





18. Conditions to the Closings.





	 	(a)	 	Conditions Precedent to Obligations of RioCan. The obligation of
RioCan to consummate each Transaction contemplated by this Agreement shall be subject
to the following, as applicable:






	 	(i)	 	performance and observance in all material respects, by
Cedar of all covenants, warranties and agreements of this Agreement to be
performed or observed by Cedar with respect to such Transaction prior to or
on the applicable Closing Date;
	 
	 	(ii)	 	receipt of any Loan Approval applicable to such
Transaction;
	 
	 	(iii)	 	the Reorganizations applicable to such Transaction shall
have occurred;
	 
	 	(iv)	 	with respect to the Transaction involving Blue Mountain
only, such Property shall have been released from the lien of the Blue
Mountain Line of Credit;
	 
	 	(v)	 	with respect to the Transaction involving Sunset Crossing
only, such Property shall have been released from the lien of the Sunset
Crossing Line of Credit;
	 
	 	(vi)	 	the representations and warranties of Cedar set forth in
Section 13(a) (other than the Closing Date Representations) being true and
correct in all material respects as of the date of this Agreement;
	 
	 	(vii)	 	the Closing Date Representations and the representations
and warranties of Cedar set forth in Section 15 hereof being true and
correct in all material respects as of the applicable Closing Date;
	 
	 	(viii)	 	RioCan shall have received Tenant Estoppels from all the Required Tenants
of the applicable Property(ies) (other than Blue Mountain) in the forms
consistent with the forms required pursuant to Section 16(d);




- 47 -









 






	 	(ix)	 	no Required Operating Tenant of the applicable
Property(ies) shall have ceased conducting its business and paying rent, as
provided in its Lease, or shall be a debtor in any state or federal
insolvency or bankruptcy proceeding;
	 
	 	(x)	 	as of the Closing Date, the applicable Property Owner
shall not be in material default of, and shall not have received written
notice from the applicable Lender of any uncured material default under, any
of such Property Owner’s material obligations under the applicable Loan
Documents;
	 
	 	(xi)	 	as of the Closing Date, the applicable Property Owner
shall not be in material default of, and shall not have received written
notice from the applicable Major Tenant or Ground Lessor of any uncured
material default under, any of such Property Owner’s material obligations
under a Lease with a Major Tenant or a Ground Lease;
	 
	 	(xii)	 	with respect to the Transaction involving the Property
located in Bridgeport, Connecticut only, RioCan shall have received the
Ground Lessor Estoppel and the Bridgeport Ground Lease shall be in full
force and effect;
	 
	 	(xiii)	 	with respect to the Transaction involving the Property located in
Williamsport, Pennsylvania only, the Loyal Plaza Ground Lease shall be in
full force and effect; and
	 
	 	(xiv)	 	the fulfillment on or before the applicable Closing Date
of all other conditions precedent to Closing benefiting RioCan specifically
enumerated in this Agreement respecting the subject Transaction.






The conditions set forth in this Section 18(a) are for the sole benefit of RioCan and may be
waived in writing in whole or in part by notice to Cedar on or before Closing of the
applicable Transaction, without prejudice to the right to terminate this Agreement in the
event of the non-fulfillment of any other condition or conditions with respect to such
Transaction not so waived.




	 	(b)	 	Conditions Precedent to Obligations of Cedar. The obligation of Cedar
to consummate each Transaction contemplated by this Agreement shall be subject to the
following, as applicable:






	 	(i)	 	performance and observance by RioCan in all material
respects, of all covenants and agreements of this Agreement to be performed
or observed by RioCan with respect to such Transaction prior to or on the
applicable Closing Date;
	 
	 	(ii)	 	receipt of any Loan Approval applicable to such
Transaction;




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	 	(iii)	 	with respect to the Transaction involving Blue Mountain
only, such Property shall have been released from the lien of the Blue
Mountain Line of Credit and all of the conditions to the payment of Earn-Out
Proceeds set forth in Section 4(a) shall have been satisfied with respect to
the requisite number of Blue Mountain Leases that would entitle Cedar to
receive Blue Mountain Closing Earn-Out Proceeds of not less than Twenty-Four
Million Dollars ($24,000,000);
	 
	 	(iv)	 	with respect to the Transaction involving Sunset Crossing
only, such Property shall have been released from the lien of the Sunset
Crossing Line of Credit;
	 
	 	(v)	 	the representations and warranties of RioCan set forth in
Section 14(a) and Section 15 hereof being true and correct in all material
respects; and
	 
	 	(vi)	 	the fulfillment on or before the Closing Date of all
other conditions precedent to Closing benefiting Cedar specifically set
forth in this Agreement respecting the subject Transaction.






The conditions set forth in this Section 18(b) are for the sole benefit of Cedar and may be
waived in writing in whole or in part by notice to RioCan on or before Closing of the
applicable Transaction, without prejudice to the right to terminate this Agreement in the
event of the non-fulfillment of any other condition or conditions with respect to such
Transaction not so waived.




	 	(c)	 	Reasonable Commercial Efforts to Satisfy Conditions. Each of the
parties shall act in good faith and use reasonable commercial efforts in the
circumstances to satisfy or cause to be satisfied (at its sole cost, except as
expressly provided in Section 6 hereof) the conditions set forth in subparagraphs (a)
and (b), respectively, provided that no party shall be required to spend money or incur
additional obligations to obtain the necessary assistance or co-operation of any third
party to satisfy any condition, other than expenditure of reasonable legal fees and
provided further that the foregoing shall not limit or prejudice the rights of any
party hereto (or its board of directors) to be satisfied in its sole and unfettered
discretion as to the fulfillment of a condition in its respective favor if such right
is provided pursuant to the terms of such condition. Each party will cooperate in
support of all things necessary to give effect to this Agreement.






	 	(d)	 	If one or more of the conditions set forth in subparagraph (a) is not satisfied
or waived as therein provided on or before the applicable Scheduled Closing Date (as
such date may be extended by written agreement of the parties or as otherwise expressly
provided herein) with respect to a particular Property, this Agreement shall be
automatically terminated with respect to such Property, the Deposit shall be refunded
to RioCan (if no other Closing with respect to another Property remains outstanding),
the Consideration shall be reduced by the amount of the applicable Allotted
Consideration and, in such event, Cedar shall be released from all obligations
hereunder with respect to such Property (except for any obligation




- 49 -









 






	 	 	 	expressly provided to survive a termination of this Agreement) and, subject to
claims for breach of obligations pursuant to subparagraph (c) hereof, RioCan shall
also be released from all obligations hereunder with respect to such Property
(except for any obligation expressly provided to survive a termination of this
Agreement); it being acknowledged and agreed that the consummation of the Closing
with respect to any Property shall constitute the waiver of any such conditions that
were not waived or satisfied with respect to such Property.






	 	(e)	 	If one or more of the conditions set forth in subparagraph (b) is not satisfied
or waived as therein provided on or before the applicable Scheduled Closing Date (as
such date may be extended by written agreement of the parties or as otherwise expressly
provided herein) with respect to a particular Property, this Agreement shall be
automatically terminated with respect to such Property, the Deposit shall be refunded
to RioCan (if no other Closing with respect to another Property remains outstanding),
the Consideration shall be reduced by the amount of the applicable Allotted
Consideration and, in such event, RioCan shall be released from all obligations
hereunder with respect to such Property (except for any obligation expressly provided
to survive a termination of this Agreement) and, subject to claims for breach of
obligations pursuant to subparagraph (c) hereof, Cedar shall also be released from all
obligations hereunder with respect to such Property (except for any obligation
expressly provided to survive a termination of this Agreement); it being acknowledged
and agreed that the consummation of the Closing with respect to any Property shall
constitute the waiver of any such conditions that were not waived or satisfied with
respect to such Property.






	 	(f)	 	The parties agree that all conditions herein are conditions of the obligations
of the party named in the relevant section to complete the applicable Transaction and
are not conditions precedent to the existence or enforceability of this Agreement.




19. Apportionments.





	 	(a)	 	With respect to each Property, the following shall be prorated between the
applicable Property Owner as constituted immediately prior to the Closing (assuming
that Cedar owned 100% of the Interests in such Property Owner), and the applicable
Property Owner as constituted immediately following the Closing (assuming that Cedar
owned 20% of the Interests in such Property Owner and the remaining 80% of such
Interests were owned by RioCan), as of 11:59 p.m. on the day preceding the Closing Date
(the “Adjustment Date”) (on the basis of the actual number of days elapsed over the
applicable period):






	 	(i)	 	Fixed rents, additional rents, percentage rent and all
other sums and credits due or payable under the applicable Leases and any
other items of income, as and when collected (it being acknowledged that all
such amounts received after the applicable Closing shall be applied as
provided in Section 19(i));




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	 	(ii)	 	All real estate taxes, water charges, sewer rents, vault
charges and assessments on the Property on the basis of the fiscal year for
which assessed (except to the extent required to be paid by Tenants in good
standing pursuant to Leases);
	 
	 	(iii)	 	All operating expenses, including, without limitation,
all amounts payable by the applicable Property Owners pursuant to the Ground
Leases (except to the extent required to be paid by Tenants in good standing
pursuant to Leases);
	 
	 	(iv)	 	Any prepaid items, including, without limitation, fees
for licenses and annual permit and inspection fees;
	 
	 	(v)	 	Utilities, including, without limitation, telephone,
steam, electricity and gas, on the basis of the most recently issued bills
therefor (except to the extent required to be paid by Tenants pursuant to
Leases);
	 
	 	(vi)	 	Deposits with telephone and other utility companies;
	 
	 	(vii)	 	Payments of principal and interest and other costs
payable under any Loan Documents;
	 
	 	(viii)	 	Cash and cash equivalents (e.g., U.S. Treasuries) held by or for the
account of any of the Owners;
	 
	 	(ix)	 	Deposits, reserves or escrows made by or on behalf of any
of the Owners with respect to loans and other obligations that will remain
in effect on and after the applicable Closing; and
	 
	 	(x)	 	Such other items as are customarily apportioned between
sellers and purchasers of real properties (and interests therein) of a type
similar to the Properties and located in the State or Commonwealth in which
each such Property is located, including, without limitation, any items not
expressly included in the items that are the responsibility of Cedar
pursuant to Section 19(b) through (d) below).






	 	(b)	 	Items to be Paid by Cedar. Subject to the provisions of Section 6(c)
hereof, the parties hereby acknowledge and agree that Cedar shall be responsible and
liable to pay and shall pay when due the following (collectively, “Leasing Costs”) for
each Property (other than Blue Mountain and the Franklin Village Earn-Out Space, which
is provided for in clause (c) below) and the Partnership shall be responsible for
payment for all leasing costs not the responsibility of Cedar pursuant to this clause
19(b):






	 	(i)	 	any real estate or leasing commission in respect of the
Leases (or any modification or amendment thereof) executed prior to the date
of this Agreement;




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	 	(ii)	 	any tenant inducements or tenant allowances payable under
the Leases (or any modification or amendment thereof) executed prior to the
date of this Agreement;
	 
	 	(iii)	 	any costs and expenses of any lease take-over,
assignment, assumption or other commitments required pursuant to the Leases
(or any modification or amendment thereof) executed prior to the date of
this Agreement; and
	 
	 	(iv)	 	the costs and expenses of any initial tenant build-out
work or improvements to rentable or rental space in the Building required to
be performed by the landlord thereunder and arising pursuant to the Leases
(or any modification or amendment thereof) executed prior to the date of
this Agreement.






	 	(c)	 	Blue Mountain and Franklin Village. With respect to Blue Mountain only,
Cedar shall be responsible and liable to pay, and shall pay when due, (i) the cost of
completion of the initial construction of the Blue Mountain Property (including,
without limitation, penalties incurred in connection therewith) and (ii) all Leasing
Costs for which Earn-Out Proceeds shall be earned by Cedar pursuant to Section 4(a) of
this Agreement, but excluding all related tenant build-out work or improvements and
other Leasing Costs with respect to Leases for which Earn-Out Proceeds shall not be
earned by Cedar pursuant to Section 4(a) of this Agreement. With respect to Franklin
Village only, Cedar shall be responsible and liable to pay, and shall pay when due, all
Leasing Costs for which Earn-Out Proceeds shall be earned by Cedar pursuant to Section
4(b) of this Agreement, but excluding all related tenant build-out work or improvements
and other Leasing Costs with respect to leases for the Franklin Village Earn-Out Space
for which Earn-Out Proceeds shall not be earned by Cedar pursuant to Section 4(b) of
this Agreement.






	 	(d)	 	Deferred Costs. There will be no adjustment (other than current year
adjustments) for deferred amortized common area costs, if any, that are recoverable
from Tenants after any Closing nor will any adjustments (other than current year
adjustments) be made with respect thereto after any Closing regardless of any amounts
received from Tenants relating thereto.






	 	(e)	 	Statement of Adjustments. A statement of adjustments shall be prepared
by Cedar for approval of RioCan, acting reasonably, at least five (5) Business Days
before each Closing Date.






	 	(f)	 	Readjustments. If, on the Closing Date, any items of additional rent
or percentage rent under the Leases or other income or expense of the Properties shall
not have been ascertained, then such items shall be adjusted retroactively as and when
the same are ascertained. If the final cost or amount of any item which is to be
adjusted cannot be determined at Closing, then an initial adjustment for such item
shall be made at Closing, such amount to be estimated by Cedar, acting reasonably, as
of the Adjustment Date on the basis of the best evidence available at the Closing as to
what the final cost or amount of such item will be. A final




- 52 -









 






	 	 	 	adjustment shall be made no later than the date being one (1) year after the Closing
Date for such Property (each, an “Outside Adjustment Date”) other than Blue
Mountain. For the case at Blue Mountain the Outside Adjustment Date shall be the
third (3rd) anniversary of the Blue Mountain Closing Date. Except as may otherwise
be permitted pursuant to this Agreement, no re-adjustment may be claimed by any
party with respect to any Property later than the Outside Adjustment Date.






	 	(g)	 	If, with respect to any Property, the Closing shall occur before the applicable
real estate tax rate is fixed, the apportionment of real estate taxes for such Property
at the Closing shall be based upon the tax rate for the next preceding year applied to
the latest assessed valuation. Promptly after the new tax rate or assessment is fixed,
the apportionment of taxes or assessments shall be recomputed and any discrepancy
resulting from such recomputation and any errors or omissions in computing
apportionments at Closing shall be promptly corrected and the proper party reimbursed.






	 	(h)	 	All apportionments made under this Agreement shall be calculated (1) as between
the Property Owners, as constituted prior to the applicable Closing as the prior owners
of the Properties (assuming that Cedar owned 100% of the Interests in such Property
Owner), and such Property Owners, as constituted following the applicable Closing as
the new owners of the Properties (assuming that Cedar owned 20% of the Interests in
such Property Owner and the remaining 80% of such Interests were owned by RioCan) and
then (2) the applicable Allotted Consideration shall be adjusted at the applicable
Closing such that Cedar and RioCan shall share in the credits and debits of the
Property Owners in proportion to their respective interests in such Property Owners
immediately following the Closing.






	 	(i)	 	If any tenant at a Property is in arrears in the payment of rent or any other
receivables on the Closing Date, any and all rents and receivables received from such
tenant after the Closing shall be applied in the following order of priority: (i)
first to the month in which the Closing occurred; (ii) then to any month or months
following the month in which the Closing occurred; and (iii) then to the months
preceding the month in which the Closing occurred. If rents or other receivables or
any portion thereof received after the Closing are payable to the other party by reason
of this allocation, the appropriate sum, less a proportionate share of any reasonable
attorneys’ fees, costs and expenses of collection thereof, shall be promptly paid to
the other party.






	 	(j)	 	Notwithstanding anything to the contrary contained in this Agreement, with
respect to the Properties, Cedar shall remain liable for actual damages (including
out-of-pocket expenses actually incurred by the Owners) resulting from (x) any
uninsured third party tort claims arising and accruing prior to the applicable Closing
Date and which are both unrelated to the environmental condition of any Property or any
physical condition known by or disclosed to RioCan or any RioCan Representatives and
based solely on the actions or omissions of any




- 53 -









 






	 	 	 	Owner prior to the applicable Closing Date (the parties acknowledge that third party
tort claims shall not be deemed “uninsured” if the applicable insurance policy
provides for a deductible), (y) any breach by any Property Owner of its obligations
under any of the Service Contracts and Leases arising prior to the applicable
Closing Date, except (A) with respect to any Lease, if the Tenant shall have
delivered a Tenant Estoppel prior to the applicable Closing confirming that no such
breach exists, (B) if such breach shall have been disclosed to or known by RioCan
prior to the applicable Closing Date or (C) if the applicable Allotted Consideration
shall have been adjusted to reflect such monetary obligation or breach, or (z) any
tax liability of any Owner allocable to periods prior to the applicable Closing
Date. RioCan acknowledges and agrees that its sole and exclusive remedy against
Cedar in connection with the foregoing responsibilities shall be either an action
for specific performance or a claim for direct damages (excluding special, indirect,
consequential and punitive damages), RioCan hereby waiving any other right or remedy
it may otherwise have at law or equity. The provisions of this Section 19
notwithstanding, nothing contained herein shall limit or in any way be deemed to
modify the “as is, where is” nature of the Transactions as more particularly set
forth in Section 13(d) of this Agreement and RioCan hereby confirms its agreement to
waive any right it may have at law or in equity, including, without limitation, the
right to seek damages or contribution from Cedar in connection with the physical
(including, without limitation, environmental) condition of the Properties (except
in connection with any breach of applicable representations and warranties of Cedar
contained in Section 13(a) in accordance with the terms and conditions of this
Agreement).




The provisions of this Section 19 shall survive the Closings.




20. Condemnation or Destruction of the Properties.





	 	(a)	 	In the event that, after the date hereof but prior to the applicable Closing
Date with respect to any Property then owned by Cedar or any affiliate, either any
portion of such Property is taken (or so threatened by written notice delivered to the
applicable Property Owner by a Governmental Authority having jurisdiction) pursuant to
eminent domain proceedings or condemnation or any of the improvements on such Property
are damaged or destroyed by fire or other casualty, Cedar shall, promptly upon becoming
aware of the same, deliver or cause to be delivered to RioCan, notice of any such
eminent domain proceedings or casualty. Except as otherwise expressly provided herein,
neither Cedar nor any Owner shall have the obligation to restore, repair or replace any
portion of any Property or any such damage or destruction. If, with respect to any
Property, the amount of the damage (as determined by an independent third party
contractor or engineer selected by Cedar and reasonably approved by RioCan) or the
amount of condemnation award shall exceed an amount equal to ten percent (10%) of the
applicable Allotted Consideration, RioCan shall have the right to elect to terminate
this Agreement as to the applicable Transaction only by written notice to Cedar given
within ten (10) days after notification to RioCan of the estimated amount of damages or
the determination of the amount of any condemnation




- 54 -









 






	 	 	 	award, whereupon the Deposit shall be refunded to RioCan (if no other Closing with
respect to another Property remains outstanding), the Consideration shall be reduced
by an amount equal to the applicable Allotted Consideration and the parties hereto
shall be relieved of all further liability and responsibility under this Agreement
with respect to such Transaction (except for any obligation expressly provided to
survive a termination of this Agreement).






	 	(b)	 	In the event of any condemnation or casualty as aforesaid, the applicable
Closing Date shall be extended as and to the extent necessary to permit the
determination of the damage amount or condemnation award in the manner herein provided,
to a Business Day selected by Cedar and reasonably approved by RioCan. The parties
hereby waive the provisions of any statute which provides for a different outcome or
treatment in the event of a casually or a condemnation or eminent domain proceeding.






	 	(c)	 	RioCan shall not have any right to terminate this Agreement with respect to any
Transaction on account of any condemnation or casualty except as expressly provided in
this Section 20. In the event that the parties shall proceed to close a Transaction
notwithstanding the occurrence of any condemnation or casualty as aforesaid, the
corresponding condemnation awards or proceeds of insurance shall be adjusted, settled,
collected and/or applied by the applicable Property Owner or Lender in accordance with
the applicable Loan Documents provided that in no event shall any condemnation
awards or proceeds of insurance received prior to the applicable Closing Date be
distributed to Cedar and the same shall be held by or for the benefit of the applicable
Property Owner or applied to the costs and expenses of the applicable Property and
provided further that Cedar shall be solely responsible for the payment
of the deductible under any insurance policy with respect to any casualty occurring
prior to the applicable Closing Date.




21. Release.





	 	(a)	 	EFFECTIVE AS OF THE CLOSING OF EACH TRANSACTION, RIOCAN SHALL BE DEEMED TO HAVE
RELEASED CEDAR AND ALL CEDAR RELATED PARTIES FROM ALL CLAIMS WHICH RIOCAN OR ANY AGENT,
REPRESENTATIVE, AFFILIATE, EMPLOYEE, DIRECTOR, OFFICER, PARTNER, MEMBER, SERVANT,
SHAREHOLDER OR OTHER PERSON OR ENTITY ACTING ON BEHALF OF OR OTHERWISE RELATED TO OR
AFFILIATED WITH, RIOCAN (EACH, A “RIOCAN RELATED PARTY”) HAS OR MAY HAVE ARISING FROM
OR RELATED TO ANY MATTER OR THING RELATED TO OR IN CONNECTION WITH THE APPLICABLE
PROPERTY AND THE APPLICABLE INTERESTS (INCLUDING, AT THE CLOSING OF COLUMBUS CROSSING,
THE COLUMBUS CROSSING PREFERRED INTERESTS AND THE COLUMBUS CROSSING PREFERRED PARTNER
LOAN) INCLUDING THE DOCUMENTS AND INFORMATION REFERRED TO HEREIN, THE LEASES AND THE
TENANTS THEREUNDER, ANY CONSTRUCTION DEFECTS, ERRORS OR OMISSIONS IN THE DESIGN OR




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	 	 	 	CONSTRUCTION OF ALL OR ANY PORTION OF THE APPLICABLE PROPERTY AND ANY ENVIRONMENTAL
CONDITIONS, AND RIOCAN SHALL NOT LOOK TO CEDAR OR ANY CEDAR RELATED PARTIES IN
CONNECTION WITH THE FOREGOING FOR ANY REDRESS OR RELIEF. THIS RELEASE SHALL BE
GIVEN FULL FORCE AND EFFECT ACCORDING TO EACH OF ITS EXPRESSED TERMS AND PROVISIONS,
INCLUDING THOSE RELATING TO UNKNOWN AND UNSUSPECTED CLAIMS, DAMAGES AND CAUSES OF
ACTION; PROVIDED, HOWEVER, THAT THIS RELEASE SHALL NOT BE APPLICABLE TO ANY CLAIMS
ARISING OUT OF THE EXPRESS COVENANTS, REPRESENTATIONS, OR WARRANTIES SET FORTH IN
THIS AGREEMENT OR ANY CLOSING DELIVERY THAT SHALL EXPRESSLY SURVIVE THE CLOSING OF A
TRANSACTION.






	 	(b)	 	The provisions of this Section 21 shall survive the Closings or a termination
of this Agreement.




22. Brokers.





	 	(a)	 	Cedar represents and warrants to RioCan, and RioCan represents and warrants to
Cedar, that no broker or finder except Goldman, Sachs & Co. and RBC Dominion Securities
Inc. (whose fees and commissions will be paid in accordance with subparagraphs (b) and
(c) below) has been engaged by it, respectively, in connection with the Transactions
contemplated under this Agreement. In the event of a claim for broker’s or finder’s
fee or commissions in connection with the sale contemplated by this Agreement (other
than as provided in subparagraphs (b) and (c) below), then Cedar shall indemnify,
defend and hold harmless RioCan from the same if it shall be based upon any statement
or agreement alleged to have been made by Cedar, and RioCan shall indemnify, defend and
hold harmless Cedar from the same if it shall be based upon any statement or agreement
alleged to have been made by RioCan.






	 	(b)	 	Cedar will pay whatever commission is payable to Goldman, Sachs & Co. by reason
of the Transactions and will indemnify and save RioCan harmless in respect of any claim
or action against RioCan on account thereof.






	 	(c)	 	RioCan will pay whatever commission is payable to RBC Dominion Securities Inc.
by reason of the Transactions and will indemnify and save Cedar harmless in respect of
any claim or action against Cedar on account thereof.






	 	(d)	 	The provisions of this Section 22 shall survive the Closings and/or a
termination of this Agreement.





23. Limitation of Liability.





	 	(a)	 	Notwithstanding anything to the contrary contained in this Agreement or any
documents executed in connection herewith, if one or more of the Transactions shall
have closed hereunder, Cedar shall have not have any liability arising




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	 	 	 	pursuant to or in connection with the representations, warranties, indemnifications,
covenants or other obligations (whether express or implied) of Cedar under this
Agreement (or any document or certificate executed or delivered in connection
herewith) unless claims made by RioCan shall collectively equal or exceed One
Hundred Thousand Dollars ($100,000) in the aggregate for all the Properties;
provided, however, in no event shall the aggregate liability of Cedar exceed five
percent (5%) of the aggregate amount of the Consideration received from all of the
Transactions that have closed pursuant to and in accordance with this Agreement
(whether paid at Closing or as Earn-Out Proceeds). Notwithstanding the foregoing,
the obligations of Cedar contained in Section 19 hereof shall not be subject to the
limitations on liability contained in this Section 23(a).






	 	(b)	 	No partner, member, shareholder, officer, director, employee or agent of Cedar,
nor any Cedar Related Parties, shall have any personal liability, directly or
indirectly, under or in connection with this Agreement or any agreement made or entered
into under or pursuant to the provisions of this Agreement, or any amendment or
amendments to any of the foregoing made at any time or times, heretofore or hereafter,
and RioCan, on behalf of itself and its successors and assigns, hereby waives any and
all such personal liability.






	 	(c)	 	This Agreement and any agreement made or entered into under or pursuant to the
provisions of this Agreement, any amendment or amendments to any of the foregoing made
at any time or times, shall be conclusively taken to have been executed by, or by
officers of RioCan on behalf of, the trustees of RioCan only in their capacity as
trustees of RioCan. Cedar hereby disavows any liability upon and waives any claim
against holders of units of RioCan and annuitants under plans of which holders of units
of RioCan act as trustee or carrier and the obligations created hereunder are not
personally binding upon, nor shall resort be had to, nor shall recourse or satisfaction
be sought from, the private property of any trustee or officer of RioCan or any holder
of units of RioCan or annuitant, but the property of RioCan from time to time or a
specific portion thereof only shall be bound. It is agreed that the benefit of this
provision is restricted to the trustees and officers of RioCan, each holder of units
issued by RioCan and annuitants and, solely for that purpose, the undersigned signing
officers of RioCan have entered into this Agreement and any agreement made or entered
into under or pursuant to the provisions of this Agreement, any amendment or amendments
to any of the foregoing made at any time or times, as agent and trustee for and on
behalf of the trustees of RioCan, each holder of units of RioCan and each annuitant.






	 	(d)	 	The provisions of this Section 23 shall survive the Closings and/or a
termination of this Agreement.





24. Remedies For Default.





	 	(a)	 	CEDAR DEFAULTS. IF ANY TRANSACTION SHALL NOT BE CLOSED SOLELY BY
REASON OF CEDAR’S BREACH OR DEFAULT UNDER THIS




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	 	 	 	AGREEMENT, THEN RIOCAN SHALL HAVE AS ITS EXCLUSIVE REMEDY THE RIGHT TO (A) SUBJECT
TO THE LAST SENTENCE OF THIS CLAUSE 24(a), TERMINATE THIS AGREEMENT WITH RESPECT TO
ALL TRANSACTIONS NOT YET CLOSED (IN WHICH EVENT THE DEPOSIT SHALL BE RETURNED TO
RIOCAN AND NO PARTY HERETO SHALL HAVE ANY FURTHER OBLIGATION OR LIABILITY TO THE
OTHER EXCEPT WITH RESPECT TO THOSE PROVISIONS OF THIS AGREEMENT WHICH EXPRESSLY
SURVIVE A CLOSING OR TERMINATION OF THIS AGREEMENT), RIOCAN HEREBY WAIVING ANY RIGHT
OR CLAIM TO DAMAGES FOR CEDAR’S BREACH; OR (B) SPECIFICALLY ENFORCE THIS AGREEMENT
(BUT NO OTHER ACTION, FOR DAMAGES OR OTHERWISE, SHALL BE PERMITTED); PROVIDED THAT
ANY ACTION BY RIOCAN FOR SPECIFIC PERFORMANCE MUST BE FILED, IF AT ALL, WITHIN
FORTY-FIVE (45) DAYS OF CEDAR’S BREACH OR DEFAULT, AND THE FAILURE TO FILE WITHIN
SUCH PERIOD SHALL CONSTITUTE A WAIVER BY RIOCAN OF SUCH RIGHT AND REMEDY.
NOTWITHSTANDING THE FOREGOING, IF A BREACH OF A REPRESENTATION, WARRANTY OR COVENANT
IS SPECIFIC TO A PARTICULAR PROPERTY, RIOCAN’S EXCLUSIVE REMEDY SHALL BE TO
TERMINATE THIS AGREEMENT AS TO SUCH PROPERTY IN WHICH EVENT THE CONSIDERATION SHALL
BE REDUCED BY THE AMOUNT OF THE APPLICABLE ALLOTTED CONSIDERATION, THE DEPOSIT SHALL
BE REFUNDED TO RIOCAN (IF NO OTHER CLOSING WITH RESPECT TO ANOTHER PROPERTY REMAINS
OUTSTANDING) AND THE PARTIES HERETO SHALL BE RELIEVED OF ALL FURTHER LIABILITY AND
RESPONSIBILITY UNDER THIS AGREEMENT WITH RESPECT TO THE APPLICABLE TRANSACTION,
EXCEPT FOR ANY OBLIGATION EXPRESSLY PROVIDED TO SURVIVE A TERMINATION OF THIS
AGREEMENT OR, IF APPLICABLE, ANY CLOSING THAT MAY HAVE ALREADY OCCURRED HEREUNDER.
THE PARTIES ACKNOWLEDGE AND AGREE THAT THE TERMS AND PROVISIONS OF THIS SECTION 24
ARE NOT INTENDED TO LIMIT RIOCAN’S RIGHTS AND REMEDIES IN THE EVENT OF A BREACH OF
CEDAR’S POST-CLOSING OBLIGATIONS UNDER THIS AGREEMENT NOTWITHSTANDING THE FACT THAT
ONE OR MORE TRANSACTIONS MAY NOT HAVE CLOSED.






	 	(b)	 	RIOCAN DEFAULTS. IN THE EVENT ANY TRANSACTION SHALL NOT CLOSE SOLELY
ON ACCOUNT OF RIOCAN’S BREACH OR DEFAULT, THEN, AT CEDAR’S ELECTION, THIS AGREEMENT
SHALL TERMINATE WITH RESPECT TO ALL TRANSACTIONS NOT YET CLOSED, AND THE RETENTION OF
THE DEPOSIT SHALL BE CEDAR’S SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT, SUBJECT TO
THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE SUCH TERMINATION. IN
CONNECTION WITH THE FOREGOING, THE PARTIES RECOGNIZE THAT CEDAR WILL INCUR EXPENSE IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS




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	 	 	 	AGREEMENT AND THAT THE INTERESTS (AND RELATED PROPERTIES) WILL BE REMOVED FROM THE
MARKET; FURTHER, THAT IT IS EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN THE
EXTENT OF DETRIMENT TO CEDAR CAUSED BY THE BREACH BY RIOCAN UNDER THIS AGREEMENT AND
THE FAILURE OF THE CONSUMMATION OF ANY TRANSACTION CONTEMPLATED BY THIS AGREEMENT OR
THE AMOUNT OF COMPENSATION CEDAR SHOULD RECEIVE AS A RESULT OF RIOCAN’S BREACH OR
DEFAULT. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE TERMS AND PROVISIONS OF THIS
SECTION 24 ARE NOT INTENDED TO LIMIT CEDAR’S RIGHTS AND REMEDIES IN THE EVENT OF A
BREACH OF RIOCAN’S POST-CLOSING OBLIGATIONS UNDER THIS AGREEMENT (INCLUDING, WITHOUT
LIMITATION, THE OBLIGATION TO PAY EARN-OUT PROCEEDS AS AND WHEN DUE HEREUNDER)
NOTWITHSTANDING THE FACT THAT ONE OR MORE TRANSACTIONS MAY NOT HAVE CLOSED.






	 	(c)	 	Prior to the exercise by Cedar or RioCan of any right or remedy afforded to it
pursuant to Section 24(a) or Section 24(b) herein, as applicable, such party (the
“Non-Defaulting Party”) shall deliver written notice (a “Default Notice”) to the other
party hereunder (the “Defaulting Party”) identifying the applicable breach or default
and the Defaulting Party shall have ten (10) days after delivery such Default Notice to
cure such breach or default. If a Defaulting Party fails to cure any default or breach
that is the subject of a Default Notice within such ten (10) day period, the
Non-Defaulting Party may exercise all rights and remedies afforded to it pursuant to
Section 24(a) or Section 24(b) above, as applicable.






	 	(d)	 	The provisions of this Section 24 shall survive the Closings and/or a
termination of this Agreement.





25. Title Reviews.





	 	(a)	 	RioCan has obtained, or shall promptly after the date hereof obtain, current
title reports for each of the Properties from the Title Company or Stewart Title
Insurance Company (the “Title Reports”). If any exceptions(s) to title to any Property
should appear in the Title Reports that are not Permitted Exceptions, then, no later
than November 5, 2009 (the “Title Objection Deadline”), RioCan shall promptly deliver
copies thereof to Cedar, together with copies of the applicable exception documentation
and written notice of disapproval of said exceptions (a “Title Objection Letter”). Any
such title exceptions so objected to by RioCan pursuant to this Section 25(a) shall be
deemed to be “Title Objections.” Subject to Section 25(c) below, within ten (10) days
following receipt of the Title Objection Letter, Cedar shall deliver written notice to
RioCan of any Title Objections with respect to which Cedar, in its sole and absolute
discretion, elects to undertake the removal prior to or at the applicable Closing (the
“Title Objection Response”); provided, however, that if Cedar shall fail to deliver any
Title Objection Response by the expiration of such ten (10) day




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	 	 	 	period, Cedar shall be deemed to have elected not to undertake the removal of the
subject Title Objections. Subject to Section 25(c) below, if Cedar elects or is
deemed to have elected not to cure any Title Objection, RioCan’s only options in
response thereto shall be waive the Title Objections or to terminate this Agreement
within ten (10) days following its receipt or deemed receipt of the Title Objection
Response as it relates to the applicable Property or Properties (it being
acknowledged and agreed that RioCan’s failure to so terminate with the
aforementioned ten (10) day period shall constitute an election to waive such Title
Objections), whereupon the Deposit shall be refunded to RioCan (if no other Closing
with respect to another Property remains outstanding), the Consideration shall be
reduced by the amount of the applicable Allotted Consideration, and the parties
hereto shall be relieved of all further liability and responsibility under this
Agreement with respect to the applicable Transaction, except for any obligation
expressly provided to survive a termination of this Agreement or, if applicable, any
Closing that may have already occurred hereunder. Subject to Section 25(c) below,
if Cedar shall have elected to undertake the removal of a Title Objection but does
not cause the removal thereof by the applicable Scheduled Closing Date, RioCan shall
have the option, to be exercised by RioCan by written notice to Cedar on or before
the applicable Scheduled Closing Date, to either (A) accept the Property “as is”
with respect to such Title Objections and consummate the Closings in accordance with
the terms of this Agreement or (B) terminate this Agreement as it relates to the
applicable Property or Properties by written notice thereof to Cedar, whereupon the
Deposit shall be refunded to RioCan (if no other Closing with respect to another
Property remains outstanding), the Consideration shall be reduced by the amount of
the applicable Allotted Consideration, and the parties hereto shall be relieved of
all further liability and responsibility under this Agreement with respect to the
applicable Transaction, except for any obligation expressly provided to survive a
termination of this Agreement or, if applicable, any Closing that may have already
occurred hereunder. Should RioCan fail to elect an option in writing by the
applicable Scheduled Closing Date, RioCan shall be deemed to have elected option (A)
above. For avoidance of doubt, Cedar shall not under any circumstance be required
or obligated to cause the cure or removal of any Title Objection (other than
Mandatory Cure Items) including, without limitation, to bring any action or
proceeding, to make any payments or otherwise to incur any expense in order to
eliminate any Title Objection or to arrange for title insurance insuring against
enforcement of such Title Objection against, or collection of the same out of, the
applicable Property, notwithstanding that Cedar may have attempted to do so.






	 	(b)	 	If RioCan shall object to any exceptions(s) to title to the Property, other
than the Permitted Exceptions, of which RioCan is first made aware in any update made
to any Title Report or in any updated survey received after the earlier of the date of
the Title Objection Letter delivered pursuant to Section 25(a) above or the Title
Objection Deadline, RioCan shall deliver copies thereof to Cedar, together with copies
of the applicable exception documentation(s) or updated survey, if applicable, and
written notice of disapproval of said exceptions no later than the earlier of (i) the
applicable Scheduled Closing Date and (ii) ten (10) days after




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	 	 	 	receipt by RioCan of the applicable updated Title Report. Any such title exceptions
so objected to by RioCan pursuant to this Section 25(b) shall be deemed to be
“Additional Title Objections.” Subject to Section 25(c) below, no later than the
earlier of (i) the applicable Scheduled Closing Date and (ii) ten (10) days after
receipt by Cedar of written notice from RioCan of any Additional Title Objections,
Cedar shall deliver a Title Objection Response to RioCan of any Additional Title
Objections with respect to which Cedar, in its sole and absolute discretion, elects
to undertake the removal prior to or at the applicable Closing; provided, however,
that if Cedar shall fail to deliver any Title Objection Response by the applicable
Scheduled Closing Date, Cedar shall be deemed to have elected not to cause the
removal of the subject Additional Title Objections. Notwithstanding the foregoing,
in the event Cedar shall elect to undertake the removal of any Additional Title
Objections hereunder, Cedar shall have the right in its sole and absolute discretion
upon delivery of prior written notice to RioCan, to extend the applicable Scheduled
Closing Date by up to thirty (30) days in the aggregate, to cause the removal
thereof. Subject to Section 25(c) below, if Cedar indicates or is deemed to have
indicated that it will not cure any Additional Title Objection or, if Cedar shall
have elected to undertake the removal of an Additional Title Objection but does not
cause the removal thereof by the applicable Scheduled Closing Date, RioCan shall
have the option, by (I) if Cedar shall have elected (or is deemed to have elected)
not to cause the removal of the Additional Title Objection, the earlier of the
Scheduled Closing Date and third (3rd) Business Day after receipt of the Title
Objection Response (or the date such Title Objection Response shall have been due,
as applicable) or (II) if Cedar shall have elected to undertake the removal of an
Additional Title Objection but does not cause the removal thereof by the applicable
Scheduled Closing Date, the Scheduled Closing Date, to either (A) accept the
applicable Property “as is” with respect to such Additional Title Objections and
consummate applicable the Closings in accordance with the terms of this Agreement or
(B) terminate this Agreement as it relates to the applicable Property or Properties
by written notice thereof to Cedar, whereupon the Deposit shall be refunded to
RioCan (if no other Closing with respect to another Property remains outstanding),
the Consideration shall be reduced by the amount of the applicable Allotted
Consideration, and the parties hereto shall be relieved of all further liability and
responsibility under this Agreement with respect to the applicable Transaction,
except for any obligation expressly provided to survive a termination of this
Agreement or, if applicable, any Closing that may have already occurred hereunder.
Should RioCan fail to elect an option in writing within said three (3) Business Day
period, RioCan shall be deemed to have elected option (A) above. For avoidance of
doubt, Cedar shall not under any circumstance be required or obligated to cause the
cure or removal of any Additional Title Objection (other than Mandatory Cure Items)
including, without limitation, to bring any action or proceeding, to make any
payments or otherwise to incur any expense in order to eliminate any Additional
Title Objection or to arrange for title insurance insuring against enforcement of
such Additional Title Objection against, or collection of the same out of, the
applicable Property, notwithstanding that Cedar may have attempted to do so.




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	 	(c)	 	Notwithstanding anything to the contrary contained herein, Cedar shall cause
the removal (by bonding or otherwise) prior to the applicable Scheduled Closing Date of
any monetary liens encumbering any Property (that is not a Permitted Exception
hereunder) objected to by RioCan in accordance with Section 25(a) or Section 25(b)
above, if the placing of such lien was solely the direct result of the actions of Cedar
(including, without limitation, resulting from the initial construction of Blue
Mountain) and not otherwise caused by any tenant at, or prior owner of, the Property or
any other third party (each, a “Mandatory Cure Item”).





26. Notices.



All notices, demands, consents, reports and other communications provided for in this Agreement
shall be in writing, shall be given by a method prescribed in this Section and shall be given to
the party to whom it is addressed at the address set forth below.





To Cedar:




c/o Cedar Shopping Centers, Inc.


44 South Bayles Avenue

Port Washington, New York 11050

Attention: Leo S. Ullman

Facsimile: (516) 767-6497



With a copy to:



Stroock & Stroock & Lavan LLP

180 Maiden Lane

New York, New York 10038-4982

Attention: Steven P. Moskowitz, Esq.

Facsimile: (212) 806-6006



To RioCan (prior to December 20, 2009):



c/o RioCan Holdings USA Inc.

Yonge Eglinton Centre

2300 Yonge Street

Suite 500, P.O. Box 2386

Toronto, Ontario

M4P 1E4

Attention: Rags Davloor

Facsimile: (416) 866-3020




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With a copy to:



c/o RioCan Holdings USA Inc.

Yonge Eglinton Centre

2300 Yonge Street

Suite 500, P.O. Box 2386

Toronto, Ontario

M4P 1E4

Attention: Jonathan Gitlin

Facsimile: (416) 866-3020



With a copy to (if prior to December 20, 2009):



Goodmans LLP

250 Yonge Street, Suite 2400

Toronto, Ontario M5B 2M6

Attention: Juli Morrow

Facsimile: (416) 979-1234



With a copy to (if on or after December 20, 2009):



Goodmans LLP

333 Bay Street, Suite 3400

Bay Adelaide Centre, West Tower

Toronto, Ontario M5H 2S7

Attention: Juli Morrow

Facsimile: (416) 979-1234



Any party hereto may change the address to which notice may be delivered hereunder by the giving of
written notice thereof to the other Parties as provided herein below. Any notice or other
communication delivered pursuant to this Section may be mailed by United States or Canadian
certified air mail, return receipt requested, postage prepaid, deposited in a United States or
Canadian Post Office or a depository for the receipt of mail regularly maintained by the United
States Post Office or the Canadian Post Office, as applicable. Such notices, demands, consents and
reports may also be delivered (i) by hand or reputable international courier service which
maintains evidence of receipt or (ii) by facsimile with a confirmation copy delivery by hand or
reputable international courier service which maintains evidence of receipt. Any notices, demands,
consents or other communications shall be deemed given and effective when delivered by hand or
courier or facsimile if sent before 5:00 p.m. on a Business Day, and otherwise, the Business Day
next following the day of transmittal, or if mailed only, five (5) Business Days after mailing.
Notwithstanding the foregoing, no notice or other communication shall be deemed ineffective because
of refusal of delivery to the address specified for the giving of such notice in accordance
herewith. The provisions of this Section 26 shall survive the Closings and/or a termination of
this Agreement.







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27. Amendments.



Except as otherwise expressly set forth in this Agreement, this Agreement may not be modified or
terminated orally or in any manner other than by an agreement in writing signed by all the parties
hereto or their respective successors in interest. The provisions of this Section 27 shall survive
the Closings and/or a termination of this Agreement.




28. Governing Law; Jurisdiction; Construction.





	 	(a)	 	This Agreement (i) shall be governed by and construed in accordance with the
laws of the State of New York, without giving effect to principles of conflicts of law
and (ii) shall be given a fair and reasonable construction in accordance with the
intentions of the parties hereto and without regard to, or aid of, any rules of
construction requiring construction against any party drafting this Agreement.






	 	(b)	 	The parties agree that this Agreement has been made in New York, New York and
that exclusive jurisdiction for matters arising under this Agreement shall be in the
State courts in New York County, New York. Each party by signing this Agreement
irrevocably consents to and shall submit to such jurisdiction.






	 	(c)	 	Each party hereto acknowledges that it has participated in the drafting of this
Agreement, and any applicable rule of construction to the effect that ambiguities are
to be resolved against the drafting party shall not be applied in connection with the
construction or interpretation hereof. Each party has been represented by independent
counsel in connection with this Agreement.






	 	(d)	 	Words importing the singular include the plural and vice versa. Words
importing gender include all genders. If anything herein is to be done or held on a
day that is not a Business Day, the same will be done or held either on the next
succeeding Business Day or as otherwise expressly provided in this Agreement.






	 	(e)	 	The provisions of this Section 28 shall survive the Closings and/or a
termination of this Agreement.





29. Partial Invalidity.



If any provision of this Agreement is held to be invalid or unenforceable as against any Person or
under certain circumstances, the remainder of this Agreement and the applicability of such
provision to other Persons or circumstances shall not be affected thereby. Each provision of this
Agreement shall be valid and enforceable to the fullest extent permitted by law. The provisions of
this Section 29 shall survive the Closings and/or a termination of this Agreement.




30. Counterparts.



This Agreement may be executed in any number of counterparts, each of which shall constitute an
original, but all of which, taken together, shall constitute but one and the same instrument. This
Agreement may be executed by facsimile, which shall be deemed an original for all purposes. In the
event this Agreement is executed by the exchange of facsimile copies, the






- 64 -









 







parties agree to exchange ink-signed counterparts promptly after the execution and delivery of this
Agreement. The provisions of this Section 30 shall survive the Closings and/or a termination of
this Agreement.




31. No Third Party Beneficiaries.



The warranties, representations, agreements and undertakings contained herein shall not be deemed
to have been made for the benefit of any Person or entity other than the parties hereto and the
Cedar Related Parties, except as otherwise expressly set forth in Section 33 hereof. The
provisions of this Section 31 shall survive the Closings and/or a termination of this Agreement.




32. Waiver.



No failure or delay of either party in the exercise of any right given to such party hereunder or
the waiver by any party of any condition hereunder for its benefit (unless the time specified
herein for exercise of such right, or satisfaction of such condition, has expired) shall constitute
a waiver of any other or further right nor shall any single or partial exercise of any right
preclude other or further exercise thereof or any other right. The waiver of any breach hereunder
shall not be deemed to be waiver of any other or any subsequent breach hereof. The provisions of
this Section 32 shall survive the Closings and/or a termination of this Agreement.




33. Assignment.



Without the prior written consent of the other parties hereunder, no party hereto may assign this
Agreement or any of its rights or obligations hereunder, and any purported unpermitted assignment
shall be null and void. Notwithstanding the foregoing, (a) Cedar shall be permitted to assign this
Agreement without the consent of any other party to any entity Controlled, directly or indirectly,
by Cedar, provided that any such assignment by Cedar shall not release Cedar of its obligations
under this Agreement and (b) RioCan shall have the right to designate either (i) a wholly-owned
subsidiary of RioCan or (ii) an entity wholly-owned and Controlled by RioCan and an Institutional
Investor and at least fifty-one percent (51%) owned, directly or indirectly, by RioCan and not more
than forty-nine percent (49%) owned, directly or indirectly, by such Institutional Investor, to be
the RioCan affiliated limited partner in the Partnership, in which case such subsidiary or other
entity shall be entitled to the rights and benefits of RioCan under this Agreement and shall be
deemed a third party beneficiary of the representations, warranties, certifications, covenants,
agreements and indemnities made by Cedar for the benefit of RioCan pursuant to this Agreement, in
any event under this clause (b), however, subject to any and all restrictions set forth in the
Partnership Agreement and provided that (i) all of the Lenders shall have delivered Loan Approvals
expressly permitting such a subsidiary or entity to be a limited partner in the Partnership, (ii)
any such designation by RioCan shall not release RioCan of its obligations under this Agreement,
and (iii) such designee shall assume all of the obligations of RioCan under this Agreement
(including, without limitation, the obligation to pay the Earn-Out Proceeds as and when required
hereunder) pursuant to an assumption agreement reasonably satisfactory to Cedar. The provisions of
this Section 33 shall survive the Closings and/or a termination of this Agreement.







- 65 -









 








34. Binding Effect.



All of the covenants and agreements in this Agreement shall be binding upon the parties hereto and
their respective successors and assigns and shall inure to the benefit of and be enforceable by the
parties hereto and their respective successors and permitted assigns pursuant to the terms and
conditions of this Agreement. The provisions of this Section 34 shall survive the Closings and/or
a termination of this Agreement.




35. Entire Agreement.



This Agreement and the documents herein contemplated to be entered into by the parties sets forth
the entire agreement between the parties pertaining to the subject matter hereof and there are no
other terms, obligations, covenants, representations, statements or conditions, oral or otherwise,
of any kind whatsoever. Any agreement hereafter made shall be ineffective to change, modify,
discharge or effect an abandonment of this Agreement in whole or in part unless such agreement is
in writing and signed by the party against whom enforcement of the change, modification, discharge
or abandonment is sought. The provisions of this Section 35 shall survive the Closings and/or a
termination of this Agreement.




36. Further Assurances.



After the Closings, the parties hereunder shall from time to time execute and deliver each to the
other such documents and instruments and take such further actions as may be reasonably necessary
or required to consummate the Transactions contemplated by this Agreement or more effectually
implement and carry out the true intent and meaning of this Agreement. The provisions of this
Section 36 shall survive the Closings and/or a termination of this Agreement.




37. Paragraph Headings/Schedules.



The headings of the various sections of this Agreement have been inserted only for the purpose of
convenience and are not part of this Agreement and shall not be deemed in any manner to modify,
expand, explain or restrict any of the provisions of this Agreement. The provisions of this
Section 37 shall survive the Closings and/or a termination of this Agreement. The Schedules
referred to in this Agreement are attached to and form part of it.




38. Waiver of Trial by Jury.



THE PARTIES HERETO WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR IN CONNECTION
WITH THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 38 SHALL SURVIVE THE CLOSINGS AND/OR A
TERMINATION OF THIS AGREEMENT.




39. Litigation Costs.



Notwithstanding anything to the contrary contained in this Agreement (including, without
limitation, the terms of Section 5), in the event of any litigation arising in connection with this
Agreement, the substantially prevailing party shall be entitled to recover from the substantially






- 66 -









 







non-prevailing party its reasonable legal fees and expenses at trial and all appellate levels. The
provisions of this Section 39 shall survive the Closings and/or a termination of this Agreement.




40. Currency.



Any and all amounts owing by any party hereto pursuant to this Agreement, shall be paid in lawful
currency of the United States of America (i.e. U.S. Dollars). The provisions of this Section 40
shall survive the Closings and/or a termination of this Agreement.




41. Time of the Essence



Time shall be of the essence of this Agreement, provided that the time for doing or completing any
matter may be extended or abridged by an agreement in writing between the parties hereto or their
respective solicitors.




42. Press Releases.



Cedar and RioCan agree to consult with each other before issuing any press releases with respect to
this Agreement or the Transactions and shall endeavor to agree as to the content of such press
releases (which agreement shall not be unreasonably withheld, conditioned or delayed); provided,
however, that nothing herein shall be deemed to prevent either party, or their respective
affiliates, from issuing any press release if such parties shall believe, in the exercise of its
reasonable judgment, that such press release is required to be made by applicable law. The
provisions of this Section 42 shall survive the Closings.




[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]






- 67 -









 







IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the day and year first
above written.



	 	 	 	 	 
	 	CEDAR:



CEDAR SHOPPING CENTERS PARTNERSHIP, L.P., a Delaware
limited partnership 

 	 
	 	By:  	 Cedar Shopping Centers, Inc., 

a Maryland corporation, its general partner
 	 



	 	 	 	 	 
	 	By:  	
 	 
	 	 	Leo S. Ullman 	 
	 	 	President 	 



	 	 	 	 	 
	 	RIOCAN:




RIOCAN HOLDINGS USA INC.,

a Delaware corporation

 	 
	 	By:  	 	 
	 	 	Rags Davloor 	 
	 	 	Chief Financial Officer 	 








- 68 -









 








EXHIBIT A




LAND



(see attached)



	 	 	 	 	 
	Property	 	Exhibit #
	Columbus Crossing
	 	 	A-1	 
	Franklin Village
	 	 	A-2	 
	Loyal Plaza
	 	 	A-3	 
	Stop & Shop — Bridgeport
	 	 	A-4	 
	Blue Mountain Commons
	 	 	A-5	 
	Sunset Crossing
	 	 	A-6	 
	Shaw’s Plaza
	 	 	A-7	 






 









 






Columbus Crossing A-1






 









 









	12/08/2003 13:06 FAX STROOCK 003
FAX 143. :215-9E5-192S Nov. 14 21303 11
FROM: LEGAL.. t5esIM
OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY
Exhibit “A”
File No,: LA03-28577BLOCK 13 S 3 LOT 1.7, BLOCK 13 S 2 LOT 17
BLOCK 14 S 1 LOT 61 1 BLOCK 14 S 2 LOT 76
ALL THAT CERTATN real property as shown. on a Subdivision Confirmation
Plan, prepared by To/DiCroce and Leapson
Engineers and Surveyors, dated June 20, 2002, last revised , 2003, fully described
Delete if none,
Beginning at a point on the Northeasterly side of Christopher Columbus Boulevard (200 feet
wide), said point being measured North 21 degrees 52 minutes 52 seconds West
1,103.52 feet along the Northeasterly side of Christopher Columbus Boulevard from the Northerly
side of Snyder Avenue (75 feet wide); thence them said point of beginning the following courser
and distances (1) extending North 68 degrees 07 minutes 08 seconds East 70,74 feet
to a point; thence (2) on the arc of a circle curving to the left with
a radius of 39.00 feet, a delta of 53 degrees 21 minutes 44 seconds
and an arc distance of 36.32 feet to a point; thence (3)
extending North 14 degrees 45 minutes 24 seconds East 255.41 that to a point; thence (4) on rho
arc of a circle curving to the loft with a radius of 24.00 feet, a delta of 126
degrees 38 minutes 16 seconds and an are distance of 53.05 feet to a point; thence (5)
extending North 68 degrees 07 slimes 08 seconds Best 136.57 feet to a point; thence (6) on the
arc of a circle curving to the right with a radius of 199,00 feet, a delta of 16
degrees 51 minutes 43 seconds and a distance of 58.56 feet to a point; thence
(7) extending North 84 degrees 58 minutes 53 seconds East 50.45 feet to a
point; thence (II) on the arc of a circle curving to the right with.
a radius of 149.00 feat 4 delta of 19 degrees 46 minutes 31 seconds And en arc
distance of 51,43 feet to a point thence (9) extending South 75
degrees 14 minutes 36 seconds East 72.37 feet to a point; thence (10) on the arc of
a circle curving to the left with a recites of 151.00 feet a delta of 26 degrees 30
minutes 39 seconds and alt are distance of 69.87 feet to a point there (11) extending
 North   78   degrees  14 minutes 00 seconds East 4.48 feet to a
point: thou (12) extending North 73 degrees 00 minutes 23 seconds East 95.35
feet to a point; thence (13) extending North 74 degrees .08 minutes 10
seconds East: 4.14 feet to u point; thanes (14) extending North 78 degrees 14 minutes 00 amends
East 40,11 feet to a. point; thence (15) extending South I 1 degrees 46 minutes 01
second Bust 73.12 feet to a point; adrift (16) extending South 75 degrees 14 minutes
36 seconds East 213,00 feet to a point; thence (17) extending South 84 degrees 04 minutes 34
seconds East 45.03 feet to a paint; thence (18) extending Ninth 78 degrees 13 minutes 59
seconds East 16,51 feet to a point; thence (19) extending South 11 degrees 46
minutes el second East 495.18 feet from a point; thence (20) extending
South 14 degrees 45 minutes 24 seconds West l08.95 feet to a point thence (21)
extending North 75 degrees 13 minutes 21 seconds West 1,067.34 feet to a point thence (22)
extending North 21 degrees 52 minutes 52 seconds West 36,00 feet to a point and
place of beginning.
CONTAINING 11.31 acres.
TOGETHER with the benefits of a certain basement Agreement, between Delaware
Associates, a Pennsylvania Limited Partnership and The Delaware River Port Authority,
dated 4/14/1993 and recorded 7/6/1993 in Peed Book VCS 336 page 318.
TOMBER with the benefits of the Declination of Reciprocal Basements and Restrictions recorded
4/16/1993 in Deed Book VCS 283 page 292, as amended in First Amendment to Declaration of
Reciprocal Basements and Restrictions recorded 7/22/1994 in Deed Book VCS 632 page 376.
MING known as 1851 South Christopher Columbus Boulevard,
NG Registry 13 S3-17 and t
3 S 14 51-2 4g
BEING the same premises which Wal-Mart Stores, Inc, a De/aware Corporation, by
Deed dated 4/27/1999 and recorded 5/10/1999, in Philadelphia County, in Peed Bank
71’13 1033 page 330, granted and conveyed unto Delaware 1851 Associates, L.P. Pennsylvania
Limited Partnership, in fee,

















 





Franklin Village A-2






 









 








EXHIBIT A



A certain parcel of land located on the southerly side of West Central Street and the
easterly side of Interstate Route 495 in the Town of Franklin, Norfolk County, Commonwealth
of Massachusetts, said described parcel of land Is more particularly shown and described as
1,ot 81-61 on a plan entitled: “Plan ‘of Land In. The Town Of Franklin, Norfolk County,
Massachusetts” prepared by: Guerriere and Halnon, Inc, Civil Engineers and Land Survey
Consultants Dated: 27 September 2004, recorded in the • Norfolk County District Registry of
Deeds on October 26, 2004, at Plan Book 528, Plan no. 84 of 2004, bounded and described as
follows:




	 	 	 	 	 

	 	 	Beginning at a point on the southerly sideline of said West Central Street,
at land (formerly of Eva A. Goldberg) now or formerly of Renaissance
Development Corp.; thence running
	 
	 	 	 	 
	 

	 	500°00’04”W
	 	a distance of 1086.71 feet by land now or
formerly of Renaissance Development Corp..,
crossing a railroad right of way, to a point on the
Centerline of Mine Brook; thence running
	 
	 	 	 	 
	 

	 	Southwesterly
	 	by the centerline of said Mine Brook a distance of 1032
feet, more or less (with a tie-line bearing 574°53’31”W a
distance of 825.44 feet) to a point on the easterly
sideline of said Route 495; thence running
	 
	 	 	 	 
	 

	 	Northwesterly
	 	along the arc of a non-tangent curve to the left having a
radius of 8125.00 feet an arc length of 206.00 feet (with
chord of 205.99 feet bearing N25°24’07”W) along the
easterly sideline of said Route 495 to a point at land of
Consolidated Rail Corporation; thence running
	 
	 	 	 	 
	 

	 	383°26’26”B
	 	a distance of 69,63 feet to a point; thence running
	 
	 	 	 	 
	 

	 	N01°09’16”W
	 	a distance of 83.26 feet to a point; thence running
	 
	 	 	 	 
	 

	 	N83°26’26”W
	 	a distance of 112.10 feet, the previous three (3) courses
being by land now or formerly of said Consolidated Rail
Corporation to a point on the easterly sideline of said
Route 495; thence running
	 
	 	 	 	 
	 

	 	Northwesterly
	 	along the arc of a non-tangent curve to the left having a
radius of 8125.00 feet an arc length of 308.95 feet (with
a chord of 308.93 feet bearing N27°54’41”W), to a
Massachusetts Highway Bound on the easterly sideline of
said Route 495; thence running






t era






 









 








	 	 	 	 	 

	 

	 	N 1 6°25’12”W
	 	a distance of 564.18.feet the previous
two courses being along the easterly sideline of
said Route 495 to a point at land now or formerly
of Setrak O. & Agnes Yergatlan; thence running . '
	 
	 	 	 	 
	 

	 	NO1°53’56’W
	 	a distance of 57.37 feet by land now or formerly
of said Setrak O. & Agnes Yergatian to a point at
land now or formerly of Henry R. & Doris B. Man;
thence running
	 
	 	 	 	 
	 

	 	NO3°50’04”W
	 	a distance of 66.38 feet to a point; thence running
	 
	 	 	 	 
	 

	 	1400°28’56”W
	 	a distance of 59.14 feet the previous two courses
by land now or formerly of said Henry R. & Doris
B. Mellin to a point on the easterly sideline of
said Route 495; thence running
	 
	 	 	 	 
	 

	 	Northeasterly
	 	along the arc of a non-tangent curve to the right
having a radius of 160.00 feet an arc
length of 48.70 feet (with a chord of 48.51 feet
bearing N36°23’43”E) to a point on the southerly
sideline of said West Central Street;
thence running
	 
	 	 	 	 
	 

	 	N69°46’54”E
	 	a distance of 162.42 feet to a point on the
southerly sideline of said West Central
Street at land now or formerly of Mobil Oil
Corporation; thence running
	 
	 	 	 	 
	 	 	 	 	a distance of 130.54 feet to a point; thence running a distance of 165,00 feet to
	 
	 	 	 	 
	 

	 	S0734’50”B
	 	a point; thence running a distance of 75.51 feet to a
	 
	 	 	 	 
	 

	 	1482°25’I 0”E
	 	point; thence running •
	 
	 	 	 	 
	 

	 	NO3°52’42”B
	 	a distance of 64.60 feet the previous four (4) courses being by land now or formerly of
said Mobil Oil Corporation to a point on a curve on the southerly sideline of said West Central Street; thence running
	 
	 	 	 	 
	 

	 	N07°34’50”W
	 	Northeasterly along the arc of a curve to the right having a radius of 3564.00 feet an arc length of
127.32 feet (with a chord of 127.31 feet bearing N82°33’48” E) to a point of tangency;
thence running
	 
	 	 	 	 
	 

	 	S87°02’11’B
	 	a distance of 108.03 feet to a point; thence running
	 
	 	 	 	 
	 

	 	N85°41’54”E
	 	a distance of 48.28 feet to a point of curvature; thence running
	 
	 	 	 	 
	 

	 	Northeasterly
	 	along the arc of a curve to the right n having a radius of 1148.00 feet an arc length of
73.34 feet (with a chord of 73,33 feet bearing N87°22’06”E) to a point of compound
curvature; thence running
	 
	 	 	 	 
	 

	 	Southeasterly
	 	along the are of a curve to the right having a radius of 54.00 feet an arc length of
82,60 feet (with a chord of 74.78 feet bearing 846°25’51 ”B) to a point of
compound curvature; thence running






2









 





	 	 	 	 	 

	 

	 	• Southeasterly
	 	along the aro of a curve to the right having a radius of 74.00
feet an arc length of 6.17 feet (with a chord of 5.85 feet
bearing SO4°14’12”13) to a point; thence running
	 
	 	 	 	 
	 

	 	S78°01’00E
	 	a distance of 109.19 feet toil point on a curve; thence running
	 
	 	 	 	 
	 

	 	Northeasterly •
	 	along the arc of a curve to the left having a radius of 54.00
feet a length of 98.09 feet (with a chord of 85.15
feet bearing N45°31’48”E) to a point of compound curvature;
thence running
	 
	 	 	 	 
	 

	 	Southeasterly
	 	along the aro of a curve to the left having a radius of 954.00
feet an aro length of 255.90 feet (with a chord of,255J 4 feet
bearing S74°44149”E) to avoint of compound curvature; thence
running
	 
	 	 	 	 
	 

	 	.Southeaslerly
	 	along the arc of a curve to the left having a radius 0(2494.00
feet an aro length of 63.40 feet (with a chord of 63.39 feet
bearing S66°20’03”E) the previous ten (10) courses being along
the southerly sideline of said West Central Street to a point
on a curve on southerly sideline of said West Central Street
at the point of beginning.





The above described land contains 33.664 acres, more or less; excepting the Rail Road
Right-ofWay from the above described parcel of land, Lot 81-61 contains an area of 32.066
acres more or
less,







3 of 3









 








Loyal Plaza A-3





 











 





	 	 	 

	Commonwealth Land Title Insurance Company

	 	Lay a.t Plaza. OP OG
	Date Issued: June 28, 2902
	 	 
	Policy No.: .FI187858EP
	 	 
	Escrow No.; 68987
	 	 






OWNER’S TITLE POLICY

EXHIBIT “A”, Legal Description



PARCEL I — Fee Simple:



Loyal Plaza, for The Glimcher Company, Pa. State Highway, State Route No_ 2014,
(also known as 1915 East Third Street), Loyalsock Township, Lycoming County, Pa.



Beginning at a Drill Hole, at the intersection of the Northern Right-of-way line of Pa. State
Highway, State Route No. 2014, (also known as East Third. Street), and the Southeastern corner of
land of Thomas II. & Virginia MoComiell, said beginning point being South 68 Degrees 00
Minutes 00 Seconds East — 133,00 feet from a point, at the intersection of the Northern
Right-of-way line of said.P a, State Highway, State Route No. 2014, (also known as East Third
Street), and the Eastern line of Tinsman Avenue.



Thence from the said place of beginning and along the Eastern line of land of said Thomas H. &
Virginia McConnell, and along the Eastern line of other Lots facing Tinsman
Avenue, the Eastern end. of HomewoodAvenae, and the Eastern line of other Lots facing Tinsman
Avenue, North 22 Degrees 00 Minutes 00 Seconds East -1000.00 feet to a point, at the
intersection of the Eastern line of land of Paul G. Brian, and the Southwestern corner of Parcel
No. 2,. on the Plan of Loyal Plaza. Thence along the Southern line of said Parcel No. 2,
on the Plan of Loyal Plaza, South 68 Degrees 00 Minutes 00 Seconds East — 359.61 feet
to a point, at the intersection of the Southeastern corner of said Parcel No. 2, on
the Plan. of Loyal Plaza, and the Western line of Litton Industrials, Inc. Thence
along the Western line of land of said Litton Industrials, Inc., South 22 :Degrees 00 Minutes 00
Seconds West — 297.75 feet to a Railroad Spike. Thence
along-the Southern line of land of
said Litton Industrials, Inc., the Southern line of land. of Cresticone Inc., Litton Precision
Products, Inc., and along the Southern line of land. of Litton Precision Products, Inc., South 68
Degrees 00 Minutes 00 Seconds East — 948_53 feet to an Iron Pin, at the intersection of the
Southeastern corner of land. of said Litton Precision Products, Inc., and the Western line of land
of Daniel J. & Karen S. Eiswerth. Thence along the. Western line of land • of said Daniel J. &
Karen S. Eiswerth, the Western line of land. of Global Space Developing, Inc. the Western end of



Continued—.




(Page 13 of
17 Pages)









 





Commonwealth Land Title Insurance Company

Date Issued: June 28, 2002

Policy NO 11187868 P

Escrow No 68987




OWNER’S TITLE POLICY

EXHIBIT “A”, Legal Description, Continued..



PARCEL I — Fee Simple, Continued.,



Nottingham Road, and the Western line of other Lots facing Westminster Drive, South 02
Degrees 24 Ivlinutes 45 Seconds West — 639.26 feet to an Iron Pin, at the intersection of the
Western-line of land. of Williamsport Colonial Motor Lodge, and the Northeastern
corner of Parcel No, 3, on the Plan of Loyal Plaza, Thence along the lines of said Parcel
No. 3, on the Plan of Loyal Plaza, by the Four (4) following Courses and Distances.
First: North 68 Degrees 00 Minutes 00 Seconds West 87.76 feet to a point. Second: South 17 Degrees
24 Minutes 07 Seconds West -26.50 feet to a point; Third: South 68 Degrees 00 Minutes 00 Seconds
East — 5.00 feet to a point. Fourth: South 15 Degrees 58 Minutes 10 Seconds West — 168.72
feet to a point, at the intersection of the Southwestern corner of s aid Parcel No. 3, on
the Plan of Loyal Plaza, and the Northern Right-of-way line of the aforesaid. Pa. State Highway,
State Route No. 2014, (also known as East Third Street). Thence along the Northern
Right-of-way line of said Pa. State Highway, State Route No. 2014, (also known as East Third.
Street), North 68 Degrees 00 Minutes 00 Seconds West -1267.06 feet to a Drill Hole, Thence
along the lines of laud of The Commonwealth of Pennsylvania, Department of Transportation,
by the Five (5) following Courses and Distances. First: North 22 Degrees 00
Minutes 00 Seconds East — 8.00 feet to an Iron Pin. Second.: North 68 Degrees 00 Minutes
00 Seconds West — X0.00 feet to an Iron Pin. Third: North 55 Degrees 54 Minutes 19
Seconds West — 42.95 feet to an iron Pin. Fourth: North 68 Degrees 00 Minutes 00 Seconds West -
82.00 feet to an Iron Pin. Fifth: South 22 Degrees 00 Minutes 00 Seconds West — 17.00
feet to a Drill Hole, on The Northern Right-of-way line of the aforesaid Pa. State
Highway, State Route No. 2014, (also known as East Thixd.Street). Thence along the
Northern Right-of-way line of said Pa. State Highway, State Route No. 2014, (also
known as East Third Street), North 68 Degrees 00 Minutes 00 Seconds West — 25.06 feet to the
place of beginning. Containing 26,083 Acres.



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



Continued.,




(Page 14 of 17
Pages)









 





	 	 	 

	Commonwealth Land Title Insurance Company -

	 	Loyal Plaza.
	Date June 28, 2002
	 	 
	Policy No.: H187868RP 
	 	 
	Escrow No.: 68987
	 	 






OWNER’S TITLE POLICY

Exhibit “A”, Legal Description, Continued...



PARCEL II — Fee Simple:



Loyal Plaza, for the Glimcher Company Pa. State Highway, State Route No, 2014 (also known as East
Third. Street) Loyalsock Township, Lycoming County, Pa.



Beginning at a point, at the intersection of the Eastern line of land of Paul
G. ‘Chian, and the Northwestern corner of Parcel No. 1, on the Plan of Loyal
Plaza, said b ?ginning point being referenced from a point, at the
intersection of the Northern line of said Pa. State Highway, State Route No.
2014, (also known. as East Third Street), and the Eastern line of Tinsman
Avenue, by the Two (2) following Courses and Distances. First: Along the
Northern line of Pa, State Highway, State Route No. 2014, (also known as East Third
Street), South 68 Degrees 00 Minutes 00 Seconds East 183.00 feet to a Drill Hole, at the
intersection of the Northern line of said Pa. State Highway, State Route No. 2014,
(also known as. East Third Street), and the Southeastern corner of land of Thomas H. &
Virginia McConnell. Second: Along the Eastern line of land of said Thomas H. &
Virginia McConnell, and along the Eastern line of other Lots facing Tinsman Avenue, the Eastern
end of Homewood. Avenue, and the Eastern. line of other Lots facing Tinsman. Avenue,
North 22 Degrees 00 Minutes 00 Seconds East .1000.00 feet to the place of beginning. Thence
continuing along the Eastern line of land of said Paul G. Urian, and along the Eastern line of
other Lots facing Tinsman Avenue, North 22 Degrees 00 minutes 00 Seconds East — 391.60 feet to an
Iron Pin, at the intersection. of the Northeastern corner of land of James R. &
Patricia Wehr, and the Southern line of Catalpa Lane, (unopened). Thence along the
Southern line of said Catalpa Lane, (unopened), South 79 Degrees 53 Minutes SO Seconds
East — 367,50 feet to an Existing iron Pipe, at the
intersection of the Southern line of said Catalpa Lane, (unopened.), and the
Northwestern corner of land of Cresticone, Inc., Litton Precision Products, Inc., Thence
along-the Western line of said Cresticone, Inc., Litton Precision Products, Inc., and along the
Western line of Litton Industries, Inc., South 22 Degrees 00 Minutes 00 Seconds West
467.83 feet to a point, at the intersection of the Western line of land of



Continued...




(Page 15 of 17
Pages)









 





	 	 	 

	Commonwealth Land Title Insurance Company 

	 	Loyal Plaza
	Date Issued June 28, 2002
	 	 
	Policy No $18785 EP
	 	 
	Escrow No.: 68987
	 	 






OWNER’S TITLE POLICY

EXHIBIT “A”, Legal Description, Continued-



PARCELL II — Fee Simple, Continued...:



said Litton Industries, Inc., and the Northeastern corner of the aforesaid Parcel No. 1, on the
Plan of Loyal Plaza, Thence along the Northern line of Parcel No. 1, on the Plan of Loyal Plaza,
North 68 Degrees 00 Minutes 00 Seconds West — 359,61 feet to the place of beginning. Containing
3.545 Acres.



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



Parcel’ and Parcel II BEING the same premises which Williamsport Plaza Associates, L.P. , by Deed
dated. January 17, 1994 and recorded February 26, 1994, in Record. Book 2216 Page 172
{See Tab 41}, at Lycoming County, Pennsylvania, granted and conveyed. unto Glinicher Centers
Limited Partnership, in fee.



PARCEL III — Leasehold:



ALL THAT CERTAIN messuage or tenement and tract of land, situate in the Township
of Loyalsock, County of Lycoming and Commonwealth of Pennsylvania, bounded and
described as follows, to wit:



BEGINNING at a point on the Northerly right of way line of Pennsylvania Highway Traffic Route
Number 220, also known as East Third Street, said beginning point being measured South
68 degrees East 1559.11 from the intersection of the Northerly right of way line of Tinsman
Avenue; thence along lands of M. M. Goodman and Company the following four courses
and distances: (1) North 15 degrees 56 minutes 10 seconds East 168.72 feet to an iron
pin; (2) North 68 degrees 00 minutes 00 seconds West 5.00 feet to an iron pin; (8)
North 17 degrees 24 minutes 07 seconds East 26.50 feet to an iron pin;
(4) South 68 degrees 00 minutes 00 seconds East 87.76 feet to an iron pin; thence along
other lands of R. M. Zaner South 2 degrees 24 minutes 46 seconds West 206.12 feet to an iron pin
in the aforementioned North legal right of way line of Pennsylvania Highway Traffic Route No,
220; thence along said North legal right of way line North 68 degrees 00 minutes 00
seconds West 131.92 feet to the place of beginning.



Continued...




(Page 16 of 17
Pages)









 





	 	 	 

	Commonwealth Land Title Insurance Company.

	 	Loyal Plaza
	Date Issued June 28, 2002
	 	 
	Policy No.:11.187-868EP 
	 	 
	Escrow No.: 68987
	 	 






OWNER’S TITLE POLICY

EXHIBIT “A”, Legal Description, Continued.,.



PARCEL III — Leasehold and Sub Leasehold, Continued...;



CONTAINS 21,038 square feet of land more or less or 0A83 acre.



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



Note: Fee Simple Title as to Parcel III only is vested in First Union Bank successor
to Meridian Trust Company, successor Executor to Commonwealth Bank and Trust Company, N.A,, under
the will of Robert M. Zaner, deceased, Said fee estate is not encumbered by any mortgages of
public record, as of the effective date herein.



PARCEL IV — Easement



Together with those rights and easements constituting rights in real property created defined and
limited by that certain Lease from Robert M. Zaner and Ruth S., his wife, Lessor to Murray H.
Goodman, Lessee, dated jemmy 15, 1963, a Memorandum of which is recorded February 21, 1963 in
Deed Book 492, Page 1142 (See Tab 8), and described as follows:



BEGINNING at an iron pin, said iron pin being South 68 degrees 00 minutes 00 seconds East 1198.39
feet from a concrete monument at the Southwest corner of lands of M. H. Goodman and Company and in
the North legal right of way line of U.S Route 220, also know as East Third Street; thence along
land of R. M. Zaner the following three courses and. distances (I) North 2 degrees 24 minutes 45
seconds East 150.00 feet to a point; (2) South 47 degrees 35 minutes 15
seconds East at 20,00 feet to a point; (8) South 2 degrees 24 minutes 45 seconds West 156.70
feet to a point; thence along the aforementioned North legal right of way line North 68 degrees
00 minutes 00 seconds West 21.28 feet to the place of beginning.



CONTAINS 3.037 square feet of land more or less.



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




(Page 17 of 17
Pages)









 





Stop & Shop — Bridgeport A-4




 









 









	Commonwealth Land Title Order Number: CR028661CW
Insurance Company 175 Capital            NYN07-002484-C /11 118 831 — TI1
Boulevard, Suite 100
Rocky Hill, CT, 06067
Exhibit A continued
licy Number: C30-0117937
46-56 Albion Avenue (Fee interest held by Bridgeport Housing Authority)
ROLO PARCEL (Right of Last Offer Parcel)
THE AMOUNT OF INSURANCE ALLOCATED TO THIS PARCEL IS LIMITED TO $25,000.00
That certain piece or parcel of land, together with the buildings and improvements
thereon, situated on Andover Street and Albion Street in the City of Bridgeport, County of
Fairfield and State of Connecticut, being shown on a map entitled “Plan prepared for Evergreen
Apartments The Housing Preservation Association 45 56, 25 109 Albion Street Bridgeport, Conn.
Boundary Survey Scale 1” = 40’ Date 2 26 87 Revised to 11 17 87 File no. 870055 Sheet 1 of 1
Meehan Associates Consulting Engineers Land Surveyors, P.C., 387 North Main Street Manchester,
CT, 06040” which map is to be filed In the Bridgeport City Clerk’s Office and reference to which
is hereby made.
Said Premises are more particularly bounded and described as follows:
Commencing at a point on the westerly street line of Andover Street said point being 427,47 feet
southerly of the Intersection of the westerly street line of said Andover Street and the
southerly street line of Fairfield Avenue and which point marks the southeasterly corner of land
now or formerly of Rev. John H. Griffin and the northeasterly corner of the herein described
parcel; the line runs thence S 37° 08’ 25” E along said Andover Street a distance of 130.75 feet
to a point; thence running N 52° 51’ 35” E along said Andover Street a distance of 25.00 feet to
land now or formerly of Hardy and Penkoff; thence running S 37° 08’25” E along said Hardy, et al.
a distance of 109.25 feet to a point; thence running S 52° 51’ 35” W
jong said Hardy, et at. a distance of 225.00 feet to the easterly street line of Albion
Street; thence
N 37° 08’ 25” W along said easterly street line of Albion Street a distance of 240.00 feet to land
now or formerly of Alfred Bowes, Jr.; thence running N 52° 51’ 35” E along said Bowes and land of
said Rev, John H. Griffin, partly by each, a distance of 200.00 feet to the point and place of
commencement,

















 





Blue Mountain Commons A-5



	 	 	 
	Owner’s Policy	 	Page 3 of 10



 









 





EXHIBIT “A”


Legal Description of Property




TRACT I




BEGINNING at an iron pin in the centerline of Old Linglestown Road at the dividing
line of land now or formerly of Victor Yori and the subject premises, said pin also being
located on the western side of a 30 foot wide access right-of-way through the subject
premises: Thence by line of land now or formerly of Victor Yori and land now or formerly
of Edward W. Major and land of Deer Path Woods Development North 09 degrees 34 minutes 45
seconds West 570.71 feet to an iron pin; Thence continuing by land of Deer Path Woods
Development North 09 degrees 13 minutes 37 seconds East 622.45 feet to a point; Thence by
land of Latsha Improvement Company North 88 degrees 18 minutes 20 seconds East 430.00 feet
to a point; Thence by same North 09 degrees 13 minutes 37 seconds East 330.00 feet to a
point; Thence by line of land now or formerly of Harrisburg Motorcycle Club. and land now
or formerly of the Harrisburg Police Association North 88
degrees 18 minutes 20 seconds East 760.10 feet to an iron pin on line of land now or
formerly of Mervin E. Resnick, said pin also being located on the eastern edge of a
stream; Thence by line of land now or formerly of Mervin W. Resnick South 10 degrees 2.1
minutes 52 seconds West 53.35 feet to an iron pin in a stream; Thence by land of Norman B.
Leventhal (Pheasant Ridge Estates, Phase II Recorded in Plan Book A, Volume 3, Page 53),
and being formerly part of this tract and along and through a stream South 04 degrees 36
minutes 50 seconds West 149.53 feet to a point; Thence continuing by same and along a
stream South 65 degrees 21 minutes 16 seconds East 52.68 feet to a point; Thence by same
South 37 degrees 03 minutes 14 seconds West 264.01 feet to a point; Thence by same South
33 degrees 20 minutes 44 seconds West 128.80 feet to a point; Thence by same South 03
degrees 35 minutes 44 seconds West 54.59 feet to a point; Thence by same South 36 degrees
15 minutes 44 seconds West 146.14 feet to a point; Thence by same and by
land of Pheasant Hill Estates Associates (Pheasant Hill Estates, Phase I Recorded
in Plan Book A, Volume 3, page 52) and continuing along and through a stream South 14
degrees 29 minutes 14 seconds West 80,69 feet to an iron pin; Thence by same South 64
degrees 55 minutes 44 seconds West 70.43 feet to an iron pin; Thence by same South 15
degrees 28 minutes II seconds West 94.25 feet to an iron pin; Thence by same North 83
degrees 26 minutes 33 seconds West 54.93 feet to an iron pin; Thence by same South 07
degrees 48 minutes 37 seconds West 229.58 feet to an iron pin; Thence by same South 23
degrees 50 minutes 31 seconds West 63.79 feet to an iron pin; Thence by same South 10
degrees 21 minutes 59 seconds East 64.69 feet to an iron pin; Thence by same South 15
degrees 58 minutes 56 seconds West 122.10 feet to an iron pipe; Thence by land now or
formerly of Stephan G. Kanoff and continuing through said stream South 28 degrees 56
minutes 09 seconds West 126.84 feet to a P.K. nail in the centerline of Old Linglestown
Road at the center of a bridge; Thence by the centerline of Old Linglestown Road North 84
degrees, 24 minutes, 14 seconds West 69,33 feet to a P.K, nail; Thence continuing by said
centerline South 89 degrees 36 minutes 37 seconds West 123,44 feet to a P.K. nail; Thence
continuing through said centerline South 82 degrees 34 minutes 56 seconds West 461.25 feet
to an iron pin, the place of beginning.


CONTAINING 30.0990 acres and having thereon erected a single story concrete building known and
numbered as 2300 Linglestown Road.




 









 




4

The above described premises is pursuant to a boundary survey performed by ACT ONE Consultants,
Inc., dated November 21, 1994.



SUBJECT to. a 30 foot wide access right-of-way containing a 12 foot wide gravel road for ingress
and egress in favor of the Harrisburg Motorcycle Club and the Harrisburg Police Associates, their
heirs and assigns,



SUBJECT ALSO to certain Maintenance Agreement considerations for the above mentioned access road as
set forth in Deed Book “U”, Vol. 33, page 263, and Deed Book “Q”, Vol. 34, page 475,



SUBJECT ALSO to a Pennsylvania Power & Light Company overhead electric line right-of-way as
set forth in Misc, Book “P”, Vol. 7, page 51 and shown on plan recorded in Plan Book “Q”, page 30.



SUBJECT ALSO TO EASEMENTS, RESTRICTIONS AND COVENANTS OF RECORD.


BEING THE REMAINING LAND of the same premises which John Phillip Felty and Zelma M, Felty, his
wife by their deed dated April 29, 1953 and recorded in the Office of the Recorder of Deeds in
Dauphin County in Deed Book “E”, Vol. 37, page 127 granted and conveyed unto Earl D.
Latsha.



ALSO BEING the property which Earl. D. Latsha, joined by his spouse, Belle H. Latsha, by their
Deed dated September 7, 1995 and recorded in the Office of the Recorder of Deeds for the County of
Dauphin on September 11, 1995, in Record Book 2474, Page 565 granted and conveyed unto The Ainjar
Trust.



ALSO BEING the property to which 3.1986 acres of vacant land was consolidated into 2300
Linglestown Road (Tax Parcel #62-013-010) by Deed on January 23, 1996 and recorded in the Office
of the Recorder of Deeds for the County of Dauphin in Book 2548, Page 456.




ALSO BEING the property that was transferred by The Ainjar Trust, Grantor, to The Lorenzo
Trust, Grantee, by Deed dated December 13, 2004 and recorded in the Office of the Recorder of
Deeds for the County of Dauphin in Book 5802, Page 146, Grantor herein,



TRACT 2



BEGINNING at a point at the dividing line of land of Earl D. Latsha and land of Latsha
Improvement Company at the western side of a gravel lane; Said point also being located 1193.16
feet north of an iron pin located on the north side of Linglestown Road (Rt. 39); Thence by land of
Deer Path Woods Development North 09 degrees 13 minutes 37 seconds East 330.00 feet to an iron pin
at a rotted cherry stump, Thence by land now or formerly of Harrisburg Motorcycle Club North 88
degrees 18 minutes 20 seconds East 430.00 feet to a point; Thence by land of Earl D. Latsha South
09 degrees 13 minutes 37 seconds West 330.00 feet to a point;




 









 




Thence by same South 88 degrees, 18 minutes, 20 seconds West 430.00 feet to a point, the place of beginning.



Containing 3.1986 acres of vacant land.



The above described premises is pursuant to a boundary survey performed’ by ACT ONE Consultants,
Inc., dated November 21, 1994.



SUBJECT to a 30 foot wide access right-of-way containing a 12 foot wide gravel road for ingress
and egress in favor of the Harrisburg Motorcycle Club and the Harrisburg Police Associates, their
heirs and assigns.



SUBJECT ALSO to certain Maintenance Agreement ‘considerations for the above mentioned access road
as set forth in Deed Book “U”, Vol. 33, page 263, and Deed Book “Q”, Vol. 34, page 475,



SUBJECT ALSO to a Pennsylvania Power & Light Company overhead electric line right-of-way as set
forth in Misc. Book ‘P”, Vol. 7, page 51 and shown on plan recorded in Plan Book “Q”, page 30.



SUBJECT ALSO TO EASEMENTS, RESTRICTIONS AND COVENANTS OF RECORD.



BEING the same premises which John Phillip Felty and Zelma M. Felty, his wife by their deed dated
June 2, 1958 and recorded in the Office of the Recorder of Deeds in Dauphin County in Deed Book
“H”, Vol. 43, page 277 granted and conveyed unto Latsha Improvement Company.



ALSO BEING the property which Earl Latsha Lumber Co., successor to the interest of Latsha
Improvement Company, by its Deed dated September 7, 1995 and recorded in the Office of the
Recorder of Deeds for the County of Dauphin on September 11, 1995, in Record Book 2474, Page 561
granted and conveyed unto The Ainjar Trust.



ALSO BEING the 3.1986 acres of vacant land that was consolidated into 2300 Linglestown Road (Tax
Parcel #62-013-010) by Deed on January 23, 1996 and recorded in the Office of the Recorder of
Deeds for the County of Dauphin in Book 2548, Page 456.



ALSO BEING the property that was transferred by The Ainjar Trust, Grantor, to The Lorenzo Trust,
Grantee, by Deed dated December 13, 2004 and recorded in the Office of the Recorder of Deeds for
the County of Dauphin in Book 5802, Page 146, Grantor herein,




 









 





Sunset Crossing A-6




 









 





Exhibit A




Policy Number:165-78633



ALL THAT CERTAIN lot, piece or parcel of land situate, lying and being in the Borough of
Dickson City, ‘agility of Lackawanna and Commonwealth of Pennsylvania, bounded and described as
follows:



BEGINNING at a point on the southeasterly right-of-way line of Main Street, said point also
being at the division line between the lands, now or formerly of SADG-11 Associated, L.P. and
the lands, now or formerly of Gerard and Sophia Fives;



THENCE, along said southeasterly right-of-way of Main Street, North 61 degrees 18 minutes 00
seconds East, 142.00 feet, to a point at the division line between said lands, now or formerly
of SADG-11 Associates, L.P. and the lands, now or formerly of Carrier Coal Enterprises, L.P.;



THENCE, along said division line between the lands, now or formerly of SADG-11 Associates, L.P.,
and the lands, now or formerly of Carrier Coal Enterprises, L.P., South 22•egrees 37 minutes 52
seconds East, 107.35 feet, to a point;



THENCE, through said lands, now or formerly or Carrier Coal Enterprises, L.P., Carrier Coal
Company, Inc., and others, the following 7 courses and distances:








     1. South 33 degrees 01 minutes 00 seconds East, 66.00 feet, to a point; thence



     2. South 56 degrees 50 minutes 00 seconds West, 15.28 feet, to a point; thence



     3. South 33 degrees 01 minutes 00 seconds East, 320.34 feet to the point of curvature; thence



     4. Along a curve to the right having a radius of 295.00 feet, and a length of 213.76 feet, to
the point of tangency; thence



     5. South 8 degrees 30 minutes 05 seconds West, 149.30 feet, to a point; thence



     6. South 56 degrees 59 minutes 00 seconds West, 439.60 feet, to a point; thence



     7. North 33 degrees 01 minutes 00 seconds West, 893.00 feet, to a point, at the original
northwesterly division line between the lands, now or formerly of Mid-Valley Fuel Sales, inc.
and other; thence


ALONG said original northwesterly division line between the lands, now or formerly of Mid-Valley
Fuel Sales, Inc., and other, the following 2 courses and distances:




     1. North 56 degrees 59 minutes 00 seconds East, 354.93 feet, to a point; thence



     2. North 56 degrees 50 minutes 00 seconds East, 140.86 feet, to a point at the division line
between the lands, now or formerly of SADG-11 Associates, L.P. and the lands, now or formerly of
Gerard and Sophia Fives; thence,


Along said division line between the lands, now or formerly of SADG-11 Associates, L.P. and the
lands, now or formerly of Gerard and Sophia Fives, North 28 degrees 14 minutes 08 seconds West,
117.03 feet, to the point of beginning.




 









 





Shaw’s Plaza A-7




 









 









	EXHIBIT “A”
Parcel One:
New Lot 1 and New Lot 3 as shown on a plan entitled “ANR-Form A Lot Line Change, Nos 266, 270
and 300 Route 44 In Raynham, Mass.”, dated October 4, 2001 by Norwood Engineering Co., Inc.,
Consulting Engineers — Land Surveyors, recorded with said Deeds in Plan Book 403, Page 45
Parcel Two:
New Lot 2 as shown on a plan entitled “ANR-Form A Lot Line Change, Nos 26 6,”..1.f,
Raynham, Mass.”, dated October 4, 2001 by Norwood Engineering C Inc., Co1,
Surveyors, recorded with said Deeds in Plan Book 403, Page 45.
outs 44 in
rs Land
Together with the benefits of appurtenant easements as se Operating Agreement dated June 18, 1985, by an en
Altschuler, Trustee, recorded with said Deeds In Cross Easement, Development & Operating Ag
Book 8388, Page 133, in accordance with the
Eas s ment, Development and
Stores, Inc., and David.
as affected by First Amendment to
998, recorded with said Deeds in
Together with the benefits of appurte            In Cross Easement Agreement dated June
18, 1985, by and between Ames Opp            ores, avid Aitschuler, Trustee, recorded with said
Deeds in Book 2733, Page 87, in acco = rc a wr la the terms thereof.
— This Policy is Invalid unless the cover sheet and Schedule A are attached.—
Policy 135 Litho In U. S. A. Form No. 1190.74A ALTA Owners Policy (10/17/92)

















 



 



EXHIBIT B




     
 





 






AGREEMENT OF LIMITED PARTNERSHIP




OF



[CR] L.P.



 





Dated as of ____, 2009



     
 



THE PARTNERSHIP INTERESTS REPRESENTED BY THIS LIMITED PARTNERSHIP AGREEMENT HAVE BEEN ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE
SECURITIES ACT OF 1933, AS










 



 

AMENDED, OR UNDER THE DELAWARE SECURITIES ACT, OR OTHER SIMILAR FEDERAL OR STATE
STATUTES OR AGENCIES IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION AS PROVIDED IN
THOSE STATUTES. THE SALE, ACQUISITION, ASSIGNMENT, TRANSFER, EXCHANGE, MORTGAGE,
PLEDGE OR OTHER DISPOSITION OF ANY PARTNERSHIP INTEREST IS RESTRICTED IN ACCORDANCE
WITH THE PROVISIONS OF THIS LIMITED PARTNERSHIP AGREEMENT, AND THE EFFECTIVENESS OF
ANY SUCH SALE, ACQUISITION, ASSIGNMENT, TRANSFER, EXCHANGE, MORTGAGE, PLEDGE OR OTHER
DISPOSITION MAY BE CONDITIONED UPON, AMONG OTHER THINGS, RECEIPT BY THE GENERAL
PARTNER OF THE PARTNERSHIP OF AN OPINION OF COUNSEL SATISFACTORY TO IT AND ITS
COUNSEL THAT SUCH SALE, ACQUISITION, ASSIGNMENT, TRANSFER, EXCHANGE, MORTGAGE, PLEDGE
OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF
1933, AS AMENDED, THE DELAWARE SECURITIES ACT AND OTHER APPLICABLE FEDERAL OR STATE
STATUTES. BY ACQUIRING THE PARTNERSHIP INTERESTS REPRESENTED BY THIS LIMITED
PARTNERSHIP AGREEMENT, EACH PARTNER REPRESENTS THAT IT WILL NOT SELL, ACQUIRE,
ASSIGN, TRANSFER, EXCHANGE, MORTGAGE, PLEDGE OR OTHERWISE DISPOSE OF A PARTNERSHIP
INTEREST WITHOUT REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID STATUTES AND
RULES AND REGULATIONS THEREUNDER AND THE TERMS AND PROVISIONS OF THIS LIMITED
PARTNERSHIP AGREEMENT.




Table of Contents




	 	 	 	 	 
	 	 	Page
	ARTICLE I GENERAL PROVISIONS
	 	 	1	 
	1.1 Formation
	 	 	1	 
	1.2 Name
	 	 	2	 
	1.3 Principal Office
	 	 	2	 
	1.4 Registered Office and Registered Agent
	 	 	2	 
	1.5 Qualification
	 	 	2	 
	1.6 Purpose
	 	 	2	 
	1.7 Term
	 	 	3	 
	1.8 Definitions
	 	 	3	 
	 
	 	 	 	 
	ARTICLE II CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS; DISTRIBUTIONS;
ALLOCATIONS
	 	 	19	 
	2.1 Initial Capital Contributions
	 	 	19	 
	2.2 Additional Capital Contributions
	 	 	20	 
	 
	 	 	 	 
	ARTICLE III PARTNERSHIP INTERESTS
	 	 	25	 
	3.1 Percentage Interests of General Partner and Limited Partners
	 	 	25	 
	3.2 Capital Accounts
	 	 	25	 
	3.3 Return of Capital
	 	 	27	 
	 
	 	 	 	 
	ARTICLE IV DISTRIBUTIONS
	 	 	27	 
	4.1 General
	 	 	27	 
	4.2 Net Cash Flow
	 	 	27	 
	4.3 Net Proceeds of a Capital Transaction
	 	 	27	 
	4.4 Tax Payments
	 	 	27	 
	4.5 Limitation on Distributions
	 	 	28	 
	 
	 	 	 	 
	ARTICLE V ALLOCATION OF PROFITS AND LOSSES
	 	 	28	 
	5.1 Allocations for Accounting Purposes
	 	 	28	 
	5.2 Special Allocations
	 	 	28	 
	5.3 Other Allocation Rules
	 	 	31	 
	5.4 Tax Allocations. Code Section 704(c)
	 	 	32	 
	 
	 	 	 	 
	ARTICLE VI MANAGEMENT; LIABILITY OF PARTNERS; EXPENSES
	 	 	32	 












 



 


	 	 	 	 	 
	 	 	Page
	6.1 Management
	 	 	75	 
	6.2 Advisory Board
	 	 	78	 
	6.3 Partnership Decisions
	 	 	79	 
	6.4 Duties and Conflicts
	 	 	82	 
	6.5 Partnership Counsel
	 	 	83	 
	6.6 Exculpation/Indemnification
	 	 	83	 
	6.7 Cedar LP Obligations
	 	 	85	 
	6.8 Transactions with Partners or Affiliates
	 	 	85	 
	6.9 Rights of the Limited Partners
	 	 	86	 
	6.10 Expenses
	 	 	86	 
	6.11 Certain Tax Matters
	 	 	86	 
	 
	 	 	 	 
	ARTICLE VII INVESTMENT OPPORTUNITIES; NONCOMPETITION AND
NONSOLICITATION
	 	 	87	 
	7.1 Investment Opportunities
	 	 	87	 
	7.2 Noncompetition
	 	 	89	 
	7.3 Nonsolicitation
	 	 	90	 
	 
	 	 	 	 
	ARTICLE VIII BOOKS AND RECORDS, REPORTS TO PARTNERS
	 	 	90	 
	8.1 Bank Accounts
	 	 	90	 
	8.2 Books of Account
	 	 	91	 
	8.3 Audit and Reports
	 	 	91	 
	8.4 Accountants
	 	 	93	 
	8.5 Annual Budget
	 	 	93	 
	8.6 Accounting Fee
	 	 	93	 
	 
	 	 	 	 
	ARTICLE IX TRANSFER; WITHDRAWAL; REMOVAL OF GENERAL PARTNER
	 	 	94	 
	9.1 Transfers Generally
	 	 	94	 
	9.2 Succession by Operation of Law/Prorations/Cooperation
	 	 	94	 
	9.3 General Conditions Applicable to Transfers
	 	 	94	 
	9.4 Buy Sell Rights
	 	 	95	 
	9.5 Right of First Refusal
	 	 	98	 
	9.6 Bankruptcy or Withdrawal of a Partner
	 	 	100	 
	9.7 Death or Incompetency of an Individual Partner
	 	 	100	 
	9.8 General Partner’s Withdrawal Rights
	 	 	100	 
	9.9 Intentionally Omitted
	 	 	100	 
	9.10 Removal of General Partner
	 	 	101	 
	 
	 	 	 	 
	ARTICLE X TERMINATION
	 	 	101	 
	10.1 Dissolution
	 	 	101	 
	10.2 Termination
	 	 	101	 
	10.3 Liquidating Partner
	 	 	102	 
	10.4 Partnership Assets Reserved and Pending Claims
	 	 	103	 
	10.5 No Redemption
	 	 	103	 
	10.6 Governance
	 	 	104	 
	10.7 Return of Capital
	 	 	104	 
	 
	 	 	 	 
	ARTICLE XI INTENTIONALLY OMITTED
	 	 	104	 
	 
	 	 	 	 
	ARTICLE XII CONFIDENTIALITY
	 	 	104	 
	12.1 Disclosure
	 	 	104	 
	12.2 Confidentiality
	 	 	104	 
	12.3 Additional Information/Deliveries
	 	 	105	 
	 
	 	 	 	 
	ARTICLE XIII POWER OF ATTORNEY
	 	 	105	 
	 
	ARTICLE
XIV AMENDMENTS; WAIVER
	 	 	106	 
	14.1 Amendments; Waiver
	 	 	106	 












 



 


	 	 	 	 	 
	 	 	Page
	ARTICLE XV MISCELLANEOUS
	 	 	76	 
	15.1 Further Assurances
	 	 	76	 
	15.2 Notices
	 	 	76	 
	15.3 Applicable Law
	 	 	78	 
	15.4 Headings, Etc.
	 	 	78	 
	15.5 Gender
	 	 	78	 
	15.6 Successors and Assigns
	 	 	78	 
	15.7 No Waiver
	 	 	79	 
	15.8 Rule of Construction
	 	 	79	 
	15.9 Severability
	 	 	79	 
	15.10 Consents
	 	 	79	 
	15.11 Entire Agreement
	 	 	79	 
	15.12 Consent to Jurisdiction
	 	 	80	 
	15.13 Counterparts
	 	 	80	 
	15.14 Representations and Warranties
	 	 	80	 
	15.15 Partnership Name
	 	 	82	 
	15.16 Ownership of Partnership Property
	 	 	83	 
	15.17 Time of the Essence
	 	 	83	 
	15.18 Status Reports
	 	 	83	 
	15.19 Waiver of Partition
	 	 	83	 
	15.20 Calculation of Days
	 	 	84	 
	15.21 Dollar Amounts
	 	 	84	 
	15.22 No Third-Party Rights
	 	 	84	 





Exhibits



EXHIBIT A PROPERTY MANAGEMENT AGREEMENT



EXHIBIT B PROPERTY INFORMATION



EXHIBIT C EXCLUDED PARTIES



     AGREEMENT OF LIMITED PARTNERSHIP OF [CR] L.P., dated as of __, 2009, by and
among ____ LLC, a Delaware limited liability company having an office at 44 South
Bayles Avenue, Port


Washington, New York, 11050, as the initial General Partner (as hereinafter defined), and LLC, a


Delaware limited liability company having an office at 44 South Bayles Avenue, Port
Washington, New York 11050, and RIOCAN HOLDINGS USA INC., a Delaware corporation,
having an office at c/o RioCan Real Estate Investment Trust, RioCan Yonge Eglinton
Centre, 2300 Yonge St., Suite 500, P.O. Box 2386, Toronto, Ontario, M4P 1E4, as the
initial Limited Partners (as hereinafter defined), pursuant to the provisions of
the Delaware Revised Uniform Limited Partnership Act, Title 6 of the Delaware Code,
Section 17-101 et. seq. (as amended from time to time, including
any successor thereto, the “Delaware Act”). Capitalized terms used herein are
defined in Section 1.8 below or as elsewhere provided herein.



     WHEREAS, the Partners desire to form a limited partnership pursuant to the
provisions of the Delaware Act and to constitute themselves a limited partnership
for the purposes set forth in Section 1.6 of this Agreement; and



     WHEREAS, each Partner desires to make its respective capital contributions to
the Partnership as described in this Agreement and to be a Partner of the
Partnership.



     NOW, THEREFORE, in consideration of the mutual promises, obligations and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties, intending to
be legally bound, hereby agree as follows:




ARTICLE I GENERAL

PROVISIONS





	1.1	 	Formation.











 



 



	 	(a)	 	The General Partner has caused the Partnership to be formed pursuant to the
provisions of the Delaware Act and on the terms and conditions set forth in the
Certificate. The rights and liabilities of all Partners shall be as provided under
the Delaware Act, the Certificate and this Agreement. To the extent permitted by
applicable law, the provisions of this Agreement shall override the provisions of
the Delaware Act in the event of any inconsistency or contradiction between them.
	 
	 	(b)	 	In order to maintain the Partnership as a limited partnership under the laws
of the State of Delaware, the Partnership shall, from time to time, take appropriate
action, including the preparation and filing of such amendments to the Certificate and
such other assumed name certificates, documents, instruments and publications as may
be required by or desirable under law, including, without limitation, action to
reflect:






	 	(i)	 	any change in the Partnership name; or
	 
	 	(ii)	 	any correction of false or erroneous statements in the
Certificate or the desire of the Partners to make a change in any statement
therein in order that it shall accurately represent the agreement among the
Partners.






	 	(c)	 	Each necessary Partner shall further execute, and the Partnership shall file
and record (or
cause to be filed and recorded) and shall publish, if required by law, such other and further
certificates, statements or other instruments as may be necessary or desirable under the laws
of the State of Delaware or the state in which any of the Portfolio Investments is located in
connection with the Partnership carrying on of its business. The General Partner shall be an
authorized person of the Partnership for purposes of any filings under the Delaware Act and
shall be authorized to execute and deliver on behalf of the Partnership any of the foregoing
certificates.






	1.2	 	Name.





     The name of the Partnership is “[CR] L.P.” All business of the Partnership shall be conducted
under the name of the Partnership and title to all property, real, personal, or mixed, owned by or
leased to the Partnership shall be held in such name.




	1.3	 	Principal Office.





     The principal place of business and office of the Partnership shall be located at 44 South
Bayles Avenue, Port Washington, New York 11050 or at such other place or places in the United
States as the General Partner may from time to time designate. The Partnership may have such
additional offices and places of business as may be established at such other locations as may be
determined from time to time by the Partners. The Partnership shall keep its books and records at
its principal office. The General Partner shall give prompt notice to each Limited Partner of any
change in the location of the Partnership’s principal office.




	1.4	 	Registered Office and Registered Agent.





     The street address of the registered office of the Partnership in the State of Delaware is at
1209 Orange Street, Wilmington, Delaware 19801, or such other place in the State of Delaware as
may from time to time be designated by the General Partner in accordance with the Delaware Act,
and the Partnership’s registered agent at such address is Corporation Trust Company. The General
Partner shall promptly notify the Limited Partners of any change in the registered office or
registered agent of the Partnership.




	1.5	 	Qualification.





     The General Partner shall qualify the Partnership to do business or become licensed in each
jurisdiction where the activities of the Partnership make such qualification or licensing
necessary or where failure to so qualify or become licensed would have an adverse effect on the
limited liability of the Limited Partners.













 



 





	1.6	 	Purpose.






	 	(a)	 	The purpose and business of the Partnership shall be to (i) directly or
indirectly, through one or more Property Owners, acquire, own and hold the Initial
Properties and other Portfolio Investments, and in connection therewith, finance,
own, operate, lease, develop, construct, redevelop, manage, dispose of (in whole or
in part) and otherwise deal with the Initial Properties and any Partnership Assets
acquired, directly or indirectly, by the Partnership in accordance with the terms
hereof, (ii) engage in activities incidental or ancillary thereto; and (iii) engage
in any other lawful acts or activities consistent with the terms of this Agreement
and the foregoing for which limited partnerships may be organized under the Delaware
Act.
	 
	 	(b)	 	The Partnership shall not engage in any other business or activity without
the prior written consent of all the Partners.






	1.7	 	Term.




     The term of the Partnership (the “Term”) commenced on the filing of the Certificate with the
Secretary of State of the State of Delaware and shall continue until December 31, 2059, unless
sooner terminated pursuant to the provisions hereof. The existence of the Partnership as a separate
legal entity shall continue until the cancellation of the Certificate in the manner required by the
Delaware Act.





	1.8	 	Definitions.





     For the purpose of this Agreement, the following terms shall have the following meanings:



     “$” or “U.S. Dollars” shall mean the official currency of the United States of America.



     “Accountant” shall have the meaning ascribed thereto in Section 8.4.



     “Adjusted Capital Account” means, with respect to any Partner, the balance, if any, in such
Partner’s Capital Account as of the end of the relevant Fiscal Year, after giving effect to the
adjustments set forth herein and the following adjustments:




	 	(a)	 	Credit to such Capital Account any amounts which such Partner is obligated to
restore pursuant to the terms of this Agreement or is deemed to be obligated to
restore pursuant to Treasury Regulations Section 1.704-1(b)(2)(ii)(c) or pursuant to
the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and
1.704-2(i)(5); and
	 
	 	(b)	 	Debit to such Capital Account the items described in paragraphs (4), (5) and
(6) of Treasury Regulations Section 1.704-1(b)(2)(ii)(d).




The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of
Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations to the extent relevant thereto and shall
be interpreted consistently therewith.




     “Advisory Board” shall mean the advisory board of the Partnership established
pursuant to Section 6.2(a).



     “Advisory Board Member” shall have the meaning ascribed thereto in Section 6.2(a).



     “Affiliate” shall mean, with respect to any Person, any other Person that directly, or
indirectly through one or more intermediaries, Controls, or is Controlled by, or is under common
Control with, such Person. No Limited Partner shall be deemed to be an “Affiliate” of the
Partnership or the General Partner solely by reason of being a Limited Partner of the Partnership.



     “Agreement” shall mean this Agreement of Limited Partnership, as amended from time to time in
accordance with the terms hereof.



     “Applicable Contributions” shall have the meaning ascribed thereto in Section 2.2(d)(vii).









 



 


     “Approved Budget” shall mean the annual budget for each Portfolio Investment for the
applicable Fiscal Year prepared by the applicable Property Manager pursuant to and in incordance
with its Property Management Agreement that has been approved by the Advisory Board.



     “Approved Investment Structure” shall mean the acquisition of Portfolio Invesments, directly
or indirectly, through REIT Property Subsidiary pursuant to the terms of this Agreement and/or the
Purchase and Sale Agreement, as applicable.



     “Approved Leasing Plan” shall mean the leasing plan for each Portfolio Investment for the
applicable Fiscal Year prepared by the applicable Property Manager pursuant to and in incordance
with its Property Management Agreement that has been approved by the Advisory Board.



     “Bankruptcy Event” means, with respect to any Person, the occurrence of any of the following
events: (i) the filing by it of a voluntary petition in bankruptcy, (ii) an adjudication that it is
bankrupt or insolvent unless such adjudication is stayed or dismissed within sixty (60) days, or
the entry against it of an order for relief of debtors in any bankruptcy or insolvency proceeding
unless such order is stayed or dismissed within ninety (90) days, (iii) the filing by it of a
petition or an answer seeking for itself any reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, (iv)
the filing by it of an answer or other pleading admitting or failing to contest the material
allegations of the petition filed against it in any proceeding of the nature described in the
preceding clause (iii), (v) its seeking, consenting to or acquiescing in the appointment of a
trustee, receiver or liquidator of it or of all or any substantial part of its assets, or (vi) the
failure within ninety (90) days after the commencement of any proceeding against it seeking
reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief
under any statute, law or regulation, to have the proceeding stayed or dismissed, or the failure
within one hundred twenty (120) days after the appointment without its consent or acquiescence of a
trustee, receiver or liquidator of it or of all or any substantial part of its assets to have such
the appointment vacated or stayed, or the failure within ninety (90) days after the expiration of
any such stay to have the proceeding dismissed or the appointment vacated, or (vii) such party
generally shall be unable to pay, or shall admit in writing its inability to pay, its debts as they
become due.



     “Bonus Percentage” shall have the meaning ascribed thereto in Section 2.2(d)(vii).



     “Business Day” means any day other than Saturday, Sunday or any other day on which banks or
savings and loan associations in New York, New York are not open for business.



     “Buy Sell Applicable Purchase Price” shall have the meaning ascribed thereto in Section
9.4(a).



     “Buy Sell Deposit” shall have the meaning ascribed thereto in Section 9.4(c).



     “Buy Sell Election Date” shall have the meaning ascribed thereto in Section 9.4(b).



     “Buy Sell Exercise Period” means (a) with respect to the Cedar Partners, any time on or after
(i) the third (3rd) anniversary of the date of this Agreement, or (ii) a Change of
Control with respect to RioCan, or (iii) the removal of Cedar GP as the General Partner pursuant to
Section 9.10 hereof or (iv) the removal of Cedar Operating Partnership (or its Affiliate) as a
Property Manager by reason of a Cause Event (as defined in the applicable Property Management
Agreement), and (b) with respect to RioCan, any time on or after (i) the third (3rd)
anniversary of the date of this Agreement, or (ii) a Change of Control with respect to the Cedar
Partners, or (iii) the removal of Cedar GP as the General Partner pursuant to Section 9.10 hereof
or (iv) the removal of Cedar Operating Partnership (or its Affiliate) as a Property Manager by
reason of a Cause Event (as defined in the applicable Property Management Agreement).



     “Buy Sell Interests” shall have the meaning ascribed thereto in Section 9.4(a).



     “Buy Sell Notice” shall have the meaning ascribed thereto in Section 9.4(a).



     “Buy Sell Offeree” shall have the meaning ascribed thereto in Section 9.4(a).



     “Buy Sell Offeror” shall have the meaning ascribed thereto in Section 9.4(a).



     “Call Amounts” shall have the meaning ascribed thereto in Section 2.2(c)(i).














 



 







     “Call Notice” shall have the meaning ascribed thereto in Section 2.2(c)(i).



     “Capital Account” shall mean, with respect to each Partner, an account to be maintained by
the Partnership in accordance with the provisions of Treasury Regulations Section
1.704-1(b)(2)(iv) and Section 3.2 of this Agreement.



     “Capital Contribution” shall mean, with respect to any Partner, the amount of money and the
Gross Asset Value of any property (other than money) contributed or deemed contributed by such
Partner to the capital of the Partnership (for Portfolio Investments or otherwise, in each case, in
accordance with this Agreement) (net of any liabilities secured by such property or to which such
property is otherwise subject, or otherwise assumed by the Partnership in connection with the
acquisition of such property).



     “Capital Expenditures” means for any period, the amount expended for items capitalized under
GAAP.



     “Capital Transaction” means any of the following: (a) a sale, transfer or other disposition of
all or a portion of any Partnership Asset (other than tangible personal property that (i) is not
sold, transferred or otherwise disposed in connection with the sale, transfer or other disposition
of a fee interest or leasehold interest in real property and (ii) is otherwise sold, transferred or
disposed in the ordinary course of business); (b) any condemnation or deeding in lieu of
condemnation of all or a portion of any Partnership Asset; (c) any financing or refinancing of any
Partnership Asset or other financing obtained by the Partnership or any of its Subsidiaries; (d)
the receipt of proceeds due to any fire or other casualty to any Portfolio Investment or any other
Partnership Asset; and (e) any other transaction involving Partnership Assets, in each case the
proceeds of which, in accordance with GAAP, are considered to be capital in nature.



     “Cause Event” means, with respect to any Partner, the occurrence of any of the following
events: (a) such Partner committed fraud, willful misconduct or gross negligence in the performance
of its duties and obligations under this Agreement; (b) such Partner is in material default in the
performance or observance of any of its covenants or obligations under this Agreement, which
default continues uncured for a period of sixty (60) days after written notice to such Partner,
provided, that if such default is not reasonably susceptible of being cured with such sixty
(60) day period and such Partner shall have commenced a cure of such default within such sixty (60)
day period and is diligently pursuing a cure of such default, such Partner shall have such
additional time as is reasonably necessary to cure such default; (c) in the case of either Cedar
Partner only, the Cedar Partners shall not be under common Control; (d) in the case of either Cedar
Partner only, if the Property Manager is under common Control with the Cedar Partners, the removal
of the Property Manager by reason of a “Cause Event” pursuant to the terms of a Property Management
Agreement; or (e) any Bankruptcy Event with respect to such Partner. Notwithstanding the foregoing,
in no event shall any default under Section 2.2 (including, without limitation, a Default), 9.4 or
9.5 of this Agreement constitute or give rise to a Cause Event.



     “Cedar Direct Contribution” shall have the meaning ascribed thereto in Section 2.2(e).



     “Cedar GP” means ____ LLC, a Delaware limited liability company, and its permitted successors
and assigns hereunder.





     “Cedar LP” means ____ LLC, a Delaware limited liability company, and its permitted successors
and assigns hereunder.



     “Cedar Operating Partnership” means Cedar Shopping Centers Partnership, L.P., a Delaware
limited partnership.


     “Cedar Partners” means Cedar GP and Cedar LP.


     “Certificate” means the Certificate of Limited Partnership for the Partnership that complies with
Section 17-201 of the Delaware Act dated [                    ] filed with the Secretary of State of the State of Delaware
pursuant to Section 17-206 of the Delaware Act, as the same may be amended and restated.




     “Change of Control” shall mean, (a) with respect to the Cedar Partners, if (i) either of the
Cedar Partners shall no longer be Controlled or at least fifty-one percent (51%) owned, directly or
indirectly, by CSCI; (ii) there shall be consummated (x) any consolidation or merger of CSCI in
which CSCI is not the continuing or surviving corporation or pursuant to which the stock of CSCI
would be converted into cash, securities or other









 



 


property, other than a merger or consolidation of CSCI in which the holders of CSCI’s stock
immediately prior to the merger or consolidation hold more than fifty percent (50%) of the stock or
other forms of equity of the surviving corporation immediately after the merger or (y) any sale,
lease, exchange or other transfer (in one transaction or series of related transactions) of all, or
substantially all, the assets of CSCI; (iii) the board of directors of CSCI approves any plan or
proposal for liquidation or dissolution of CSCI; or (iv) any Person acquires more than twenty-five
percent (25%) of the issued and outstanding common stock of CSCI; and (b) with respect to RioCan,
if (i) RioCan shall no longer be Controlled and at least fifty-one percent owned, directly or
indirectly, by RioCan REIT; (ii) any direct or indirect interests in RioCan (other than direct or
indirect interests in RioCan REIT) are held by any Person that is not an Institutional Investor;
(iii) there shall be consummated (x) any consolidation or merger of RioCan REIT in which RioCan
REIT is not the continuing or surviving corporation or pursuant to which the units of RioCan REIT
would be converted into cash, securities or other property, other than a merger or consolidation of
RioCan REIT in which the holders of RioCan REIT’s units immediately prior to the merger or
consolidation hold more than fifty percent (50%) of the units or other forms of equity of the
surviving corporation immediately after the merger or (y) any sale, lease, exchange or other
transfer (in one transaction or series of related transactions) of all, or substantially all, the
assets of RioCan REIT; (iv) the board of directors of RioCan REIT approves any plan or proposal for
liquidation or dissolution of RioCan REIT; or (v) any Person acquires more than twenty-five percent
(25%) of the issued and outstanding units of RioCan REIT.



     “Closing” shall mean the execution and delivery of this Agreement by the General Partner and
the Limited Partners.



     “Code” shall mean the United States Internal Revenue Code of 1986, as amended from time to
time.



     “Confidential Information” shall have the meaning ascribed thereto in Section 12.2(b).



     “Consent Notice” shall have the meaning ascribed thereto as defined in Section 6.3(c).



     “Control” means with respect to any specified Person, the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership of voting securities
or other beneficial interest, by contract or otherwise; and the terms “Controlling” and
“Controlled” have the meanings correlative to the foregoing.



     “CSCI” means Cedar Shopping Centers, Inc., a Maryland corporation.



     “Default” shall have the meaning ascribed thereto in Section 2.2(d)(i).



     “Default Contribution” shall have the meaning ascribed thereto in Section 2.2(d)(v).



     “Default Contribution Notice” shall have the meaning ascribed thereto in Section 2.2(d)(v).



     “Default Loan” shall have the meaning ascribed thereto in Section 2.2(d)(ii).



     “Default Loan Maturity Date” shall have the meaning ascribed thereto in Section
2.2(d)(iii).



     “Default Loan Rate” means eighteen percent (18%) per annum, compounded monthly.



     “Defaulting Partner” shall have the meaning ascribed thereto in Section 2.2(d)(i).



     “Defaulting Partner Contribution” shall have the meaning ascribed thereto in Section
2.2(d)(ii).



     “Delaware Act” shall have the meaning ascribed thereto in the Preamble.



     “Depreciation” shall mean, for each Fiscal Year or other period, an amount equal to the
depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for
such Fiscal Year or other period, except that if the Gross Asset Value of an asset differs from its
adjusted basis for federal income tax purposes at the beginning of such Fiscal Year or other
period, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset
Value as the federal income tax depreciation, amortization, or other cost recovery deduction for
such Fiscal Year or other period bears to such beginning adjusted tax basis. If any asset shall
have a zero adjusted basis for federal income tax purposes, Depreciation shall be determined
utilizing














 



 







any reasonable method selected by the Partners.



     “Dissolution Event” shall have the meaning ascribed thereto in 10.1.



     “Economic Risk of Loss” shall have the meaning ascribed thereto in Regulations Section
1.752-2.



     “Escrow Agent” shall mean any reputable, nationally recognized and financially solvent title
insurance company designated by the Partner purchasing an Interest, an Indirect Owner, a Property
Owner or a Portfolio Investment.



     “Executive Order 13224” shall mean Executive Order 13224 – Blocking Property and Prohibiting
Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism, issued by OFAC.



“Fair Market Value” shall mean the value of the particular asset or interest in question determined
on the basis of an arm’s length transaction for cash between an informed and willing seller (under
no compulsion to sell) and an informed and willing purchaser (under no compulsion to purchase),
taking into account, among other things, the anticipated cash flow, taxable income and taxable loss
attributable to the asset or interest in question. Except as otherwise expressly set forth herein,
in the case of any asset other than a marketable security, the Fair Market Value shall be
determined in good faith by the General Partner provided, that if the General Partner
determines Fair Market Value other than by engaging an independent third-party appraiser, the
Advisory Board shall have the right to object in its reasonable discretion to any determination of
Fair Market Value made by the General Partner, in which case the Fair Market Value of the asset(s)
in question shall be re-determined at the expense of the Partners (based on their respective
Percentage Interests in the applicable Portfolio Investment) by an independent third-party
appraiser selected mutually by the General Partner and the Advisory Board. In determining the value
of any asset other than a marketable security, the General Partner may, but shall not be under any
obligation to, engage an independent appraiser having recognized qualifications necessary in order
to make such determination and the fees and expenses of such appraiser shall be borne by the
Partnership. Except as otherwise expressly set forth herein, in the case of any marketable security
at any date, the Fair Market Value of such security shall equal the closing sale price of such
security on the Business Day (on which any national securities exchange is open for the normal
transaction of business) next preceding such date, as appearing in any published list of any
national securities exchange (other than NASDAQ Stock Market, Inc.) or in the Global Market List of
NASDAQ Stock Market, Inc., or, if there is no such closing sale price of such security, the final
price of such security at face value quoted on such Business Day by a financial institution of
recognized standing which regularly deals in securities of such type.



     “Financing” means any indebtedness, financing or refinancing by debt, bonds, sale and
leaseback, derivatives (e.g., hedging instruments) or other form of financing with respect to any
Portfolio Investment or any of the direct or indirect interests in the Partnership’s Subsidiaries
or any debt or other similar monetary obligation of the Partnership or any of its Subsidiaries (but
excluding trade payables incurred in the ordinary course of business).



     “Financing Document” shall mean any loan agreement, security agreement, mortgage, deed of
trust, indenture, bond, note, debenture or other instrument or agreement relating to a Financing.



     “Fiscal Year” shall mean, except as otherwise required by law, the calendar year, except that
the first Fiscal Year of the Partnership shall have commenced on the date of commencement of the
Partnership and end on the next succeeding December 31, and the last Fiscal Year of the Partnership
shall end on the date on which the Partnership shall terminate and commence on the January 1
immediately preceding such date of termination.



     “GAAP” shall mean generally accepted accounting principles of the United States, consistently
applied.



     “General Partner” shall mean the general partner or general partners, from time to time, of
the Partnership authorized to carry out the management of the business and affairs of the
Partnership pursuant to Article VI hereof. As of the date of this Agreement, the General Partner
is Cedar GP.



     “Governing Agreements” means, with respect to each Subsidiary of the Partnership or any joint
venture in which the Partnership owns a direct or indirect interest, its operating agreement,
partnership agreement, shareholder agreement or similar governing agreement.









 



 


     “Governmental Authority” shall mean: (i) any government or political subdivision thereof,
whether foreign or domestic, national, state, county, municipal or regional; (ii) any agency or
instrumentality of any such government, political subdivision or other government entity (including
any central bank or comparable agency); and (iii) any court.



     “Gross Asset Value” shall mean, with respect to any asset, the asset’s adjusted basis for
federal income tax purposes, except as follows:




	 	(a)	 	The initial Gross Asset Value of any asset contributed by a Partner to the
Partnership shall be the gross Fair Market Value of such asset, as determined by the
Partners (as evidenced by this Agreement or an amendment hereto);
	 
	 	(b)	 	The Gross Asset Values of all Partnership Assets shall be adjusted to equal
their respective gross Fair Market Values, (taking Section 7701(g) of the Code into
account), as of the following times: (i) the acquisition of an interest or an
additional interest in the Partnership by any new or existing Partner in exchange for
more than a de minimis Capital Contribution or other consideration; (ii) the
distribution by the Partnership to a Partner of more than a de minimis amount of
property or money as consideration for an Interest in the Partnership; (iii) a more
than de minimis change in the Interests of the Partners; and (iv) the liquidation of
the Partnership within the meaning of Treasury Regulations Section
1.704-1(b)(2)(ii)(g); provided, however, that adjustments pursuant to clauses (i) and
(ii) above shall be made only if the General Partner, acting reasonably and in good
faith, determines that such adjustments are necessary or appropriate to reflect the
relative economic interests of the Partners;
	 
	 	(c)	 	The Gross Asset Value of any Partnership Asset distributed to a Partner shall
be the gross Fair Market Value (taking Section 7701(g) of the Code into account) of
such asset on the date of distribution;
	 
	 	(d)	 	The Gross Asset Values of Partnership Assets shall be increased (or
decreased) to reflect any adjustments to the adjusted basis of such assets pursuant
to Code Section 734(b) or Code Section 743(b), but only to the extent that such
adjustments are taken into account in determining Capital Accounts pursuant to
Treasury Regulations Section 1.704-1(b)(2)(iv)(m), clause (f) of the definition of
Profits and Losses and Section 5.2(a)(vii); provided, however, that Gross Asset
Values shall not be adjusted pursuant to this paragraph (d) to the extent the General
Partner determines that an adjustment pursuant to paragraph (b) hereof is necessary
or appropriate in connection with a transaction that would otherwise result in an
adjustment pursuant to this paragraph (d); and
	 
	 	(e)	 	If the Gross Asset Value of an asset has been determined or adjusted
pursuant to paragraphs (a), (b) or (d), such Gross Asset Value shall thereafter be
adjusted by the Depreciation taken into account with respect to such asset for
purposes of computing Profits and Losses;





     “IFRS” shall mean International Financial Reporting Standards.



     “Impositions” shall mean all taxes (including sales and use taxes), assessments (including all
assessments for public improvements or benefits, whether or not commenced or completed prior to the
date hereof), water, sewer or other rents, rates and charges, excises, levies, license fees, permit
fees, inspection fees and other authorization fees and other charges, in each case whether general
or special, ordinary or extraordinary, of every character (including all interest and penalties
thereon), which at any time may be assessed, levied, confirmed or imposed by any Governmental
Authority having jurisdiction over the Partnership, any of its Subsidiaries or any Portfolio
Investment, as applicable, on or in respect of or be a lien upon (i) such Portfolio Investment or
any estate or interest therein, (ii) any occupancy, use or possession of, or activity conducted on,
such Portfolio Investment, or (iii) the rents from such Portfolio Investment or the use or
occupancy thereof.



     “Indemnified Losses” shall have the meaning ascribed thereto in Section 6.6(a)(iii).



     “Indirect Owner” shall mean any entity that is a Subsidiary of REIT Property Subsidiary and
is an indirect owner of assets constituting a Portfolio Investment.









 



 


     “Initial Properties” means the Portfolio Investments acquired pursuant to the Purchase and
Sale Agreement.



     “Initial Real Property Costs” means with respect to any Portfolio Investment, as of the date
of determination thereof, without duplication, the aggregate of:




	 	(a)	 	the aggregate acquisition cost of such Portfolio Investment including,
without any limitations or duplications, deposits paid on account of options for the
purchase or leasing of such real property, net of interest earned, whether or not
credited to the purchase price; cash payments made on account of the purchase price of
such real property, whether paid before, at, or after acquisition of such real
property; principal payments made as prepaid rentals or in lieu of rentals to acquire
a leasehold interest in real property; and principal payments made upon mortgages,
charges and encumbrances upon real property, paid at or in connection with the
acquisition of such real property; and
	 
	 	(b)	 	the aggregate of all third party expenses ancillary to the acquisition of
such real property, including, without any limitation or duplication, due diligence
expenses, and subject to, clause (a) above, (y) any travel, lodging or meal expenses
of the Partners or their Affiliates, real estate commissions, fees and expenses
relating to obtaining financing, legal fees, consultants fees, land transfer taxes,
survey expenses, registration fees, inspection fees, title premiums, insurance
premiums, and all other acquisition expenses relating to such acquisition;




Notwithstanding the foregoing, Initial Real Property Costs shall not include the Net Consideration
payable for any Initial Property.




     “Institutional Investor” means any of the following types of entities (or any entity that is
directly or indirectly wholly-owned (except de minimis interests) and Controlled by any of the
following types of entities), whether domestic or Canadian: (a) a commercial bank, trust company
(whether acting individually or in a fiduciary capacity for another entity that constitutes an
Institutional Investor), savings and loan association, savings bank, financing company or similar
institution; (b) an insurance company; (c) an investment bank; or (d) an employee’s welfare,
benefit, profit-sharing, pension or retirement trust, fund or system (whether federal, state,
municipal, private or otherwise); in each case on the condition that such Institutional Investor
(i) is regularly engaged in the business of owning or operating commercial real estate properties,
(ii) is recognized as a reputable investor, (iii) has net assets (in name or under management) in
excess of One Billion Dollars ($1,000,000,000), (iv) is not one of Persons described in Section
9.3(a) hereof, (v) is neither one of the Persons listed on Exhibit C nor Controlled by any such
Persons, and (vi) is otherwise reasonably acceptable to the Cedar Partners, it being acknowledged
that CPP Investment Board, a Canadian corporation, is acceptable to the Cedar Partners.



     “Interest” means, with respect to each Partner at a given time, the interest of such Partner
in the Partnership at such time, including the rights and obligations of such Partner as provided
in the Agreement and under applicable law and any economic interest of such Partner in the
Partnership.



     “Investment Period” shall mean the period ending on the second anniversary of the Closing.



     “Joint Venture Investment” means a Portfolio Investment that is not 100% owned, directly or
indirectly, by the Partnership or any of its Subsidiaries.



     “Lending Eligible Partner” shall have the meaning ascribed thereto in Section 2.2(d)(i).



     “Lending Partner” shall have the meaning ascribed thereto in Section 2.2(d)(iii).



     “Limited Partner” means, at any time, any Person admitted and remaining as a limited partner
of the Partnership pursuant to the terms of this Agreement, including any substituted limited
partners admitted to the Partnership pursuant to Article IX. As of the date of this Agreement, the
Limited Partners of the Partnership are Cedar LP and RioCan.



     “Liquidating Partner” shall have the meaning ascribed thereto in Section 10.3(a).



     “Litigation” shall have the meaning ascribed thereto in Section 6.3(b)(vii).




 











 





 




          “Majority Decision” shall have the meaning ascribed thereto in Section 6.3(b).




          “Maximum Rate” means the highest lawful rate of interest allowable under applicable law.




          “Necessary Expenses” shall mean expenses incurred or required to be incurred (without
duplication) for (a) compliance with legal requirements, (b) Impositions, (c) amounts payable by
the Partnership under Section 6.6, (d) obligations under any (i) ground lease existing as of the
date hereof or entered into in accordance with the Purchase and Sale Agreement or this Agreement,
pursuant to which the Partnership or any of its Subsidiaries is the lessee, to the extent the
expenses thereunder (or the amounts thereof) are non-discretionary, (ii) other leases and contracts
with third parties existing as of the date hereof or entered into in accordance with the Purchase
and Sale Agreement or this Agreement, to the extent the expenses thereunder (or the amounts
thereof) are non-discretionary, (iii) Financing Documents existing as of the date hereof or entered
into in accordance with the Purchase and Sale Agreement or this Agreement, other than amounts due
upon maturity of the applicable Financing unless the payment of such amounts has been unanimously
approved by the Advisory Board, and (iv) Governing Agreements with respect to Joint Venture
Investments existing as of the date hereof or entered into in accordance with the Purchase and Sale
Agreement or this Agreement, to the extent the expenses thereunder (or the amounts thereof) are
non-discretionary, (e) utility charges, (f) amounts payable to or reimbursable to a Property
Manager under its Property Management Agreement, (g) amounts payable to or reimbursable to the
General Partner under this Agreement, (h) insurance, and (i) protecting against (or deemed
necessary or prudent in the good faith judgment of the General Partner to protect against) injury
to persons or damage to property, including, without limitation, in respect of security and life
safety.




          “Net Cash Flow” means, with respect to the Partnership, with respect to any period, the sum of
all money available to the Partnership at the end of that period for distribution to its Partners
after (1) payment of all debt service and other expenses (including, without limitation, payments
due on or with respect to operating and maintenance expenses, general and administrative expenses,
insurance costs, Impositions and other expenses paid or required to be paid) by the Partnership or
any of its Subsidiaries; (2) satisfaction of the Partnership’s and each of its Subsidiaries’
liabilities as they come due; and (3) establishment of (and contributions to) such reserves as are
required under any Financing Documents or additional reasonable reserves required to operate the
Partnership and/or any of its Subsidiaries (including the Portfolio Investments) established in
accordance with Section 6.3; provided, however, that Net Cash Flow shall not include Net Proceeds
of a Capital Transaction, Capital Contributions, loans, tenant security deposits or earnest money
deposits or any interest thereon so long as the Partnership or one of its Subsidiaries has a
contingent obligation to return the same.




          “Net Proceeds of a Capital Transaction” means the net cash proceeds (other than insurance
proceeds for lost rental incomes) from a Capital Transaction less any portion thereof used to (i)
establish (and contribute to) such reserves as are required under any Financing Documents or
additional reasonable reserves required to operate the applicable Portfolio Investment and
established in accordance with Section 6.3, (ii) repay any debts or other obligations of the
Partnership and/or its applicable Subsidiaries in connection with such Capital Transaction, (iii)
restore a Portfolio Investment following a casualty or condemnation, (iv) pay costs reasonably and
actually incurred in connection with the Capital Transaction, or (v) pay creditors in the event of
a liquidation. “Net Proceeds of a Capital Transaction” shall include all principal, interest and
other payments as and when received with respect to any note or other obligation received by the
Partnership and/or any of its Subsidiaries in connection with a Capital Transaction.




          “Nonrecourse Deductions” shall have the meaning set forth in Treasury Regulations Section
1.704-2(b)(1). The amount of Nonrecourse Deductions for a Fiscal Year equals the excess, if any,
of the net increase, if any, in the amount of Partnership Minimum Gain during that Fiscal Year,
over the aggregate amount of any distributions during that Fiscal Year of proceeds of a Nonrecourse
Liability that are allocable to an increase in Partnership Minimum Gain, determined according to
the provisions of Treasury Regulations Section 1.704-2(c).




          “Nonrecourse Liability” shall have the meaning ascribed thereto in Treasury Regulations
Section 1.704-2(b)(3).




          “Notices” shall have the meaning ascribed thereto in Section 15.2.




          “OFAC” means the Office of Foreign Assets Control of the United States Department of the
Treasury.




          “OFAC Lists” shall have the meaning ascribed thereto in Section 9.3(a).










 



 


          “Open Call Amount” shall have the meaning ascribed thereto in Section 2.2(d)(i).




          “Partner” means, at any time, any person or entity admitted and remaining as a partner of the
Partnership pursuant to the terms of this Agreement. As of the date of this Agreement, the
Partners of the Partnership are Cedar GP, Cedar LP and RioCan.




          “Partner Nonrecourse Debt” means “partner non-recourse debt” as set forth in Treasury
Regulations Section 1.704-2(b)(4).




          “Partner Nonrecourse Debt Minimum Gain” means an amount, with respect to each Partner
Nonrecourse Debt, equal to the Partnership Minimum Gain that would result if such Partner
Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Treasury
Regulations Section 1.704-2(i)(2) and (3).




          “Partner Nonrecourse Deductions” means “partner nonrecourse deductions” as set forth in
Treasury Regulations Section 1.704-2(i)(2). For any Fiscal Year, the amount of Partner Nonrecourse
Deductions with respect to a Partner Nonrecourse Debt equals the excess, if any, of the net
increase, if any, in the amount of the Partner Nonrecourse Debt Minimum Gain attributable to such
Partner Nonrecourse Debt over the aggregate amount of any distributions during such Year to the
Partner that bears the Economic Risk of Loss for such Partner Nonrecourse Debt to the extent such
distributions are from proceeds of such Partner Nonrecourse Debt and are allocable to an increase
in Partner Nonrecourse Debt Minimum Gain, determined according to the provisions of Treasury
Regulations Section 1.704-2(i)(2).




          “Partnership” shall mean [CR] L.P., a Delaware limited partnership.




          “Partnership Assets”means the assets and property, whether tangible or intangible and whether
real, personal, or mixed, at any time owned by or held for the benefit of the Partnership and all
direct or indirect interests in the Partnership’s Subsidiaries and the Portfolio Investments.




          “Partnership Asset Price” shall have the meaning ascribed thereto in Section 9.4(a)




          “Partnership Counsel” shall have the meaning ascribed thereto in Section 6.5.




          “Partnership Decision” means a Majority Decision or a Unanimous Decision, as applicable.




          “Partnership Minimum Gain” shall mean the amount of “partnership minimum gain” determined in
accordance with the principles of Treasury Regulations Section 1.704-2(d).




          “Partnership Subsidiary GP” shall mean ____, a Delaware limited liability company wholly
owned by the Partnership that is the general partner of REIT.




          “Percentage Interest” means, as to any Partner, the percentage interest of such Partner
specified in Section 3.1, as the same may be increased or decreased pursuant to Section
2.2(d)(vii) or 2.2(e).




          “Person” shall mean an individual, a corporation, a company, a voluntary association, a
partnership, a joint venture, a limited liability company, a trust, an estate, an unincorporated
organization, a Governmental Authority or other entity.




          “Portfolio Investment” shall mean all real property (including, without limitation, leasehold
interests) now owned or hereafter acquired by the Partnership or any of its Subsidiaries pursuant
to and in accordance with this Agreement, and all improvements, fixtures, tangible and intangible
personal property, appurtenances, rights and interests in connection therewith, including, without
limitation, the Initial Properties, and any equity interest now owned or hereafter acquired by the
Partnership or any Subsidiary thereof in or relating to such real property.




          “Profits” and “Losses” means for each Fiscal Year or other period, an amount equal to the
Partnership’s taxable income or loss for such Fiscal Year or period, determined in accordance with
Code Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to
be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or
loss), with the following adjustments:










 



 





	 	(a)	 	Any income of the Partnership that is exempt from federal income tax, and not
otherwise taken into account in computing Profits or Losses pursuant to this
definition, shall be added to such taxable income or loss;
	 
	 	(b)	 	Any expenditures of the Partnership described in Code Section 705(a)(2)(B)
or treated as Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulations
Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing
Profits or Losses pursuant to this definition, shall be subtracted from such taxable
income or loss;
	 
	 	(c)	 	In the event the Gross Asset Value of any Partnership Asset is adjusted
pursuant to paragraph (b) or (c) under the definition of “Gross Asset Value,” the
amount of such adjustment shall be taken into account as gain or loss from the
disposition of such Partnership Asset for purposes of computing Profits or Losses;
	 
	 	(d)	 	Gain or loss resulting from any disposition of Partnership property with
respect to which gain or loss is recognized for federal income tax purposes shall be
computed by reference to the Gross Asset Value of the property disposed of,
notwithstanding that the adjusted tax basis of such property differs from its Gross
Asset Value;
	 
	 	(e)	 	In lieu of the depreciation, amortization and other cost recovery deductions
taken into account in computing such taxable income or loss, there shall be taken into
account Depreciation for such Fiscal Year or other period, computed in accordance with
the definition thereof;
	 
	 	(f)	 	In the event of an adjustment of the Gross Asset Value of any Partnership
Asset which requires that the Capital Accounts of the Partnership be adjusted
pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(e),(f) and (m), the amount
of such adjustment shall be taken into account as additional Profit or Loss; and
	 
	 	(g)	 	Notwithstanding any other provision of this definitional Section, any items
which are specially allocated under this Agreement shall not be taken into account in
computing Profits or Losses.





          “Property Management Agreement” means any property management agreement between a Property
Owner and a Property Manager respecting the management of a Portfolio Investment entered into in
accordance with this Agreement, as the same may be amended, restated, replaced, supplemented or
modified from time to time in accordance with this Agreement.




          “Property Manager” means any property manager engaged by a Property Owner to manage a
Portfolio Investment in accordance with this Agreement.




          “Property Owner” shall means any entity that is the direct owner of real property assets
(including, without limitation, leasehold interests) constituting a Portfolio Investment.




          “Proposed Transfer” shall have the meaning ascribed thereto in Section 12.2(a)(ii).




          “Protected Person” shall have the meaning ascribed thereto in Section 6.6(d).




          “Purchase and Sale Agreement” means that certain Agreement Regarding Purchase of Partnership
Interests, dated October 26, 2009, between Cedar Operating Partnership and RioCan.




          “Purchasing Partner” shall have the meaning ascribed thereto in Section 9.4(c).




          “Receiving Party” shall have the meaning ascribed thereto in Section 7.1(c).




          “Referring Party” shall have the meaning ascribed thereto in Section 7.1(b).




          “Regulations” or “Treasury Regulations” means the Income Tax Regulations promulgated under
the Code as such regulations may be amended from time to time (including Temporary Regulations).




          “Regulatory Allocations” shall have the meaning ascribed thereto in Section 5.2(a)(viii).











 



 




          “REIT” shall mean ____, a Delaware limited partnership that has elected to be treated
as a real estate investment trust for United States income tax purposes.




          “REIT Property Subsidiary” shall mean ____, a Delaware limited partnership that is owned
99.9% by REIT, as the limited partner, and 0.1% by REIT Subsidiary GP, as the general partner.




          “REIT Subsidiary GP” shall mean ____, a Delaware limited liability company wholly owned by
REIT that is the general partner of REIT Property Subsidiary.




          “Related Party” shall have the meaning ascribed thereto in Section 6.8(b).




          “Related Party Transaction” shall have the meaning ascribed thereto in Section 6.8(a).




          “Representatives” shall have the meaning ascribed thereto in Section 12.2(a).




          “Restricted Party” shall have the meaning ascribed thereto in Section 7.1(a).




          “RioCan” means RioCan Holdings USA Inc., a Delaware corporation, and its permitted successors
and assigns hereunder.




          “RioCan REIT” mean RioCan Real Estate Investment Trust, an Ontario trust.




          “ROFR Interest” shall have the meaning ascribed thereto in Section 9.5(a).




          “ROFR Offer Notice” shall have the meaning ascribed thereto in Section 9.5(a).




          “ROFR Offeree” shall have the meaning ascribed thereto in Section 9.5(a).




          “ROFR Offeror” shall have the meaning ascribed thereto in Section 9.5(a).




          “ROFR Response Notice” shall have the meaning ascribed thereto in Section 9.5(b).




          “ROFR Sale” shall have the meaning ascribed thereto in Section 9.5(a).




          “ROFR Third Party Offer” shall have the meaning ascribed thereto in Section 9.5(c).




          “Selling Partner” shall have the meaning ascribed thereto in Section 9.4(c).




          “Shortfall” means that the gross receipts of the Partnership, its applicable Subsidiary or
the applicable Portfolio Investment (including, without limitation, proceeds under any applicable
Financings) together with the proceeds of any accessible reserve account maintained by or on
behalf of the Partnership or its applicable Subsidiary, are reasonably anticipated to be
insufficient to pay when due (a) all expenses incurred or reasonably anticipated to be incurred by
the Partnership or any of its Subsidiaries to own, operate, lease, develop, construct, redevelop,
manage, dispose of (in whole or in part) or otherwise deal with such Portfolio Investment pursuant
to the applicable Approved Budget, and (b) all Necessary Expenses, irrespective of whether the
same shall have been included in the applicable Approved Budget.




          “Subsidiary” of any Person shall mean (i) a corporation all or any portion of the outstanding
voting stock of which is owned, directly or indirectly, by such Person or by one or more other
Subsidiaries of such Person or by such Person and one or more Subsidiaries thereof, or (ii) any
other Person (other than a corporation) in which such Person, or one or more other Subsidiaries of
such Person or such Person and one or more other Subsidiaries thereof, directly or indirectly, has
an ownership interest and/or the power to Control such other Person. The Subsidiaries of the
Partnership include, without limitation, REIT, Partnership Subsidiary GP, REIT Property Subsidiary,
REIT Subsidiary GP, the Indirect Owners and the Property Owners.




          “Target Investment” shall have the meaning ascribed thereto in Section 7.1(a).




          “Tax Matters Partner” shall have the meaning ascribed thereto in Section 6.11(a).




          “Tax Payments” shall have the meaning ascribed thereto in Section 4.4.










 



 




          “Taxed Partner” shall have the meaning ascribed thereto in Section 4.4.




          “Term” shall have the meaning ascribed thereto in Section 1.7.




          “Termination” shall mean the date of the cancellation or withdrawal of the Certificate by the
filing of a Certificate of Cancellation of the Partnership in the Office of the Secretary of State
of the State of Delaware pursuant to Section 17-203 of the Delaware Act.




          “Transaction Documents” shall have the meaning ascribed thereto in Section 15.14(a)(ii).




          “Transfer” shall have the meaning ascribed thereto in Section 9.1.




          “Unanimous Decision” shall have the meaning ascribed thereto in Section 6.3(a).




          “United States” or “U.S.” shall mean the United States of America, its territories and
possessions, any State of the United States and the District of Columbia, as the context requires.




          “Withdrawal Event” shall have the meaning ascribed thereto in Section 9.6.




          “Withdrawn Partner” shall have the meaning ascribed thereto in Section 9.6.




ARTICLE II

CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS;

DISTRIBUTIONS; ALLOCATIONS





	2.1	 	Initial Capital Contributions.






	 	(a)	 	As of the date of this Agreement, the Partners shall be deemed to have
made Capital Contributions, and the Capital Accounts of the Partners shall be, as
follows:





	 	 	 	 	 
	 	 	Capital Contribution
	Cedar GP:
	 	$	1	 
	Cedar LP:
	 	$	19	 
	RioCan:
	 	$	80	 







	 	(b)	 	Except with the prior written consent of all of the Partners or as otherwise
provided in this Agreement, no Partner shall be required or permitted to make any
further Capital Contribution to the Partnership.






	2.2	 	Additional Capital Contributions.






	 	(a)	 	Additional Capital Contribution Obligations. Each Partner shall be
required to make additional Capital Contributions from time to time in accordance with
this Section 2.2 to fund its Percentage Interest of (i) any Initial Real Property
Costs for a Portfolio Invesment approved for acquisition in accordance with Section
7.1 and (ii) any Shortfall; provided, that if any capital call to the Cedar
Partners for Capital Expenditures in any single Fiscal Year, when aggregated with all
prior capital calls for Capital Expenditures funded by the Cedar Partners in such
Fiscal Year with respect to all of the Portfolio Investments, exceeds Five Million
Dollars ($5,000,000), such capital call shall require the unanimous approval of the
Advisory Board. No Partner shall be entitled to interest on its Capital Contributions.
All payments by the Partners to the Partnership pursuant to this Section 2.2 shall be
made in U.S. Dollars and in immediately available funds.
	 
	 	(b)	 	Net Consideration for the Initial Properties. On each Closing Date
(as defined in the Purchase and Sale Agreement) RioCan shall contribute to the
Partnership as a Capital Contribution, the Net Consideration (as defined in the
Purchase and Sale Agreement) related to the applicable Closing (as defined in the
Purchase and Sale Agreement) in exchange for the transfer by Cedar Operating
Partnership (or its Subsidiaries) of all of the ownership interests in the










 



 








	 	 	 	related Indirect Owners and/or Property Owners, as applicable, to REIT Property
Subsidiary, all in accordance with the Purchase and Sale Agreement. The amounts
contributed by RioCan shall be distributed to the Cedar Partners.
	 
	 	(c)	 	Call Amounts and Call Notices.






	 	(i)	 	Each Partner’s Capital Contribution required to be made pursuant to
subsections (a) and (b) above shall be paid to the Partnership as calls are made by
the General Partner upon the Partners, in such amounts (the “Call Amounts”) and on
such dates as shall be specified by the General Partner upon at least ten (10)
Business Days’ prior written notice (the “Call Notice”) by the General Partner. With
respect to each Call Notice, the Call Amount therein shall not exceed the applicable
Partner’s Percentage Interest of the total amount required to be funded by all
Partners. The General Partner may withdraw a Call Notice at any time. Notwithstanding
the foregoing, the parties acknowledge and agree that the Advisory Board (at the
election of a majority of the Advisory Board Members) shall be entitled to send a
Call Notice to the Partners in the event that the General Partner shall have failed
to make a call in accordance with Section 2.2(a) if, in the reasonable judgment of
such Advisory Board Members, any further delay in making such a capital call would
have an imminent material adverse effect on a Portfolio Investment, the Partnership
and/or any of its Subsidiaries, in which event the provisions of this Section 2.2
shall apply to such Call Notice.
	 
	 	(ii)	 	In addition to the Call Amount, each Call Notice shall set forth (A) whether
it relates to a Portfolio Investment (in each case including a detailed itemized
listing of such expenses) and other fees payable by the Partnership to the General
Partner (or its Affiliate) pursuant to this Agreement, and (B) the aggregate amount
of Capital Contributions to be made by the Partners on such date.






	 	(d)	 	Defaults.






	 	(i)	 	If any Partner shall fail to contribute all or a portion of any Call Amount
on or before the date set forth on the applicable Call Notice (each of the foregoing,
a “Default”, such defaulting Partner being herein referred to as a “Defaulting
Partner,” and the unpaid portion of such Defaulting Partner’s share of any Call
Amount, the “Open Call Amount”), such Defaulting Partner shall remain liable in
respect of its obligation to fund its Call Amount and any other amounts due and
payable by such Partner hereunder, and the General Partner or its Affiliate that is a
Limited Partner (or if the Defaulting Partner is the General Partner or such
Affiliate, the other Limited Partner) may elect, in its sole discretion, to take any
one or more of the remedial actions set forth in the remaining provisions of this
subsection (d), provided that the General Partner or such Affiliate (or if the
Defaulting Partner is the General Partner or such Affiliate, the other Limited
Partner) shall have funded its entire Call Amount under the applicable Call Notice and
does not have an outstanding Default Loan made to it hereunder (such non-defaulting
Partner being referred to herein as the “Lending Eligible Partner”).
	 
	 	(ii)	 	Default Loans. The Lending Eligible Partner shall have the right, but
not the obligation, to make a loan (a “Default Loan”) to such Defaulting Partner in an
amount equal to the Open Call Amount at any time within forty-five (45) days after the
funding date set forth on the applicable Call Notice, provided that such Defaulting
Partner has not funded the entire Open Call Amount prior to the making of such Default
Loan. If a Default Loan shall be made in accordance with this Section 2.2(d)(ii), the
Lending Partner shall notify the Defaulting Partner of the amount and date of the
Default Loan, which, subject to Section 2.2(d)(vi) below, shall be deemed to be a
Capital Contribution (a “Defaulting Partner Contribution”) made by the Defaulting
Partner, and the Capital Account of the Defaulting Partner shall be credited to
reflect the payment of the proceeds of the Default Loan to the Partnership. Each
Default Loan shall be deemed to be made to










 



 


	 	 	 	the Defaulting Partner, with the proceeds of each Default Loan being delivered to
the Partnership by the Lending Eligible Partner making same in immediately available
funds on such Defaulting Partner’s behalf. A Default Loan shall be deemed to have been
advanced on the date actually advanced. Default Loans shall earn interest on the
outstanding principal amount thereof at a rate equal to the lesser of (i) the Default
Loan Rate or (ii) the Maximum Rate, from the date actually advanced until the same is
repaid in full.






	 	(iii)	 	Default Loans shall be secured as provided in Section 2.2(d)(iv) and shall have a term of
one hundred eighty (180) days (the “Default Loan Maturity Date”). A Lending Eligible Partner
making a Default Loan (a “Lending Partner”) may, in the exercise of such Partner’s sole and
absolute discretion, extend the term of a Default Loan for a period(s) to be determined by
such Partner. If a Default Loan has been made, the Defaulting Partner shall not receive any
distributions of Net Cash Flow or Net Proceeds of a Capital Transaction or any proceeds from
the transfer of all or any part of its Interest while the Default Loan, including all interest
thereon, if applicable, remains unpaid. Instead, the Defaulting Partner’s share of Net Cash
Flow and Net Proceeds of a Capital Transaction or such other proceeds shall first be paid to
the Lending Partner until all Default Loans to such Defaulting Partner, including interest
thereon, shall have been repaid in full. Such payments shall be applied first to accrued
interest on such Default Loans and then to the repayment of the principal amounts thereof, but
shall be considered, for all other purposes of this Agreement, to have been distributed to the
Defaulting Partner. Distributions of Net Cash Flow and Net Proceeds of a Capital Transaction
to such Defaulting Partner shall be immediately reinstated prospectively upon the full
repayment of a Default Loan, including all accrued and unpaid interest thereon, to the Lending
Partner. If a Default Loan, including all accrued and unpaid interest thereon, has not been
repaid in full on or before the date the same is due, in addition to any other rights or
remedies provided in this Agreement, the Lending Partner shall have all rights and remedies
available at law or in equity against the Defaulting Partner. The Defaulting Partner shall be
liable for the reasonable fees and expenses incurred by the Lending Partner (including,
without limitation, reasonable attorneys’ fees and disbursements) in connection with any
enforcement or foreclosure upon any Default Loan and such costs, to the extent enforceable
under applicable law, shall be added to the principal amount of the applicable Default Loan.
In addition, at any time during the term of such Default Loan, the Defaulting Partner shall
have the right to repay, in full, the Default Loan (including interest and other charges).
	 
	 	(iv)	 	The Defaulting Partner shall be deemed to have pledged to the Lending Partner, and granted to
such Lending Partner, a continuing first priority security interest in all of the Defaulting
Partner’s Interest to secure the payment of the principal of, and interest on, any Default
Loans made in accordance with the provisions hereof, and for such purpose this Agreement shall
constitute a security agreement. The Defaulting Partner shall promptly execute, acknowledge
and deliver such financing statements, continuation statements or other documents and take
such other actions as the Lending Partner shall request in order to perfect or continue the
perfection of such security interest; and, if the Defaulting Partner shall fail to do so
within seven (7) days after demand therefor, the Lending Partner is hereby appointed the
attorney-in-fact of, and is hereby authorized on behalf of, the Defaulting Partner, to
execute, acknowledge and deliver all such documents and take all such other actions as may be
required to perfect such security interest. Such appointment and authorization are coupled
with an interest and shall be irrevocable.
	 
	 	(v)	 	Default Contributions. Except as provided in Section 2.2(d)(vi) below, in lieu of
making a Default Loan, a Lending Eligible Partner may elect to make a Capital Contribution to
the Partnership (a “Default Contribution”) in the amount of the Open Call Amount by delivering
a notice (a “Default Contribution Notice”) to the Defaulting Partner which shall include the
following statement set forth in all capital letters “NOTE: YOU HAVE FAILED TO MAKE A REQUIRED
CAPITAL CONTRIBUTION TO [CR], L.P. IN THE AMOUNT OF $                    , AND THE










 



 


	 	 	 	UNDERSIGNED CAN ELECT TO FUND THE SAME AS A “DEFAULT CONTRIBUTION” AS DEFINED IN
SECTION 2.2(D)(V) OF THE AGREEMENT OF LIMITED PARTNERSHIP OF [CR], L.P. IF SUCH REQUIRED
CAPITAL CONTRIBUTION IS NOT MADE BY YOU ON OR BEFORE SEVEN (7) DAYS FOLLOWING THE DATE
HEREOF.” A Lending Eligible Partner shall have the right, but not the obligation, to make
a Default Contribution to the Partnership in an amount equal to the Open Call Amount at
any time within forty-five (45) days after the seventh (7th) day following the delivery of
a Default Contribution Notice provided that such Defaulting Partner has not funded the
entire Open Call Amount prior to the making of such Default Contribution. If a Default
Contribution(s) shall be made in accordance with this Section 2.2(d)(v), the Lending
Eligible Partner shall notify the Defaulting Partner of the amount and date of the Default
Contribution(s), and the Capital Account of the Lending Eligible Partner shall be credited
to reflect the contribution of the Default Contribution to the Partnership. A Default
Contribution shall be deemed to have been made on the date actually delivered to the
Partnership.






	 	(vi)	 	A Lending Partner may elect at any time to convert all of a Default Loan into a Default
Contribution on the terms hereinafter provided at any time after the seventh (7th)
day following the delivery of a Default Contribution Notice. If a Default Loan is converted
into a Default Contribution, then as of the date of such conversion, (1) the Lending Partner
will be deemed to have made a Default Contribution in the amount of the outstanding balance of
principal and accrued and unpaid interest under such Default Loan, (2) the Defaulting Partner
shall be treated as receiving a distribution in the amount of such Default Contribution which
distribution shall be deemed as having repaid the outstanding balance of principal and
interest under such Default Loan, and (3) the Defaulting Partner Contribution shall be deemed
refunded and shall be null and void ab initio.
	 
	 	(vii)	 	At the time the Lending Eligible Partner makes a Default Contribution or converts all of a
Default Loan into a Default Contribution, (x) the Percentage Interest of each Partner shall be
recalculated to equal the percentage equivalent of a fraction the numerator of which is the
amount by which (A) the sum of (1) all Applicable Contributions made or deemed made by such
Partner, and (2) an amount equal to ten percent (10%)(the “Bonus Percentage”) of all Default
Contributions made or deemed made by such Partner, exceeds (B) the Bonus Percentage of all
Default Contributions made or deemed made by the other unaffiliated Partners (i.e., for
purposes of this subparagraph (vii), the Cedar Partners shall be “affiliates” of each other,
but shall be “unaffiliated” with RioCan); and the denominator of which is the total amount of
all Applicable Contributions by all Partners, and (y) the Capital Accounts and Capital
Contributions of each Partner shall be adjusted so that the ratio of such Partner’s Capital
Account and Capital Contributions to the aggregate Capital Accounts and aggregate Capital
Contributions, respectively, of all Partners is equal to such Partner’s Percentage Interest
(as adjusted hereunder). As used herein, “Applicable Contributions” means all Capital
Contributions to the Partnership by all Partners, including Default Contributions and
Defaulting Partner Contributions, but excluding all Defaulting Partner Contributions that are
deemed to have been refunded pursuant to clause (3) of Section 2.2(d)(vi).
	 
	 	(viii)	 	Withdrawal. If a Partner is not a Lending Eligible Partner but nevertheless funded
all of its applicable Call Amount, or such Partner elects not to make a Default Loan or
Default Contribution (or fails to make a Default Loan or Default Contribution in the time
periods provided in Section 2.2(d)(ii) and Section 2.2(d)(v), as applicable), at the election
of such Partner, the Capital Contribution advanced by such Partner in respect of such Call
Amount shall promptly be returned by the Partnership to such Partner.
	 
	 	(ix)	 	No Third Party Beneficiaries. The right of a Partner to send a Call Notice or to make
a Default Loan or Default Contribution shall not confer upon any creditor or other third party
having dealings with the Partnership or any of its Subsidiaries any right,










 



 


	 	 	 	claim or other benefit, including the right to require any such
Call Notice, Default Loan or Default Contribution.






	 	(e)	 	If Cedar LP is required to make additional Capital Contributions pursuant to
Section 2.2(a) to fund Initial Real Property Costs or Shortfalls with respect to any
Portfolio Investment (other than any of the Initial Properties), and Cedar LP, in good
faith, has determined that making such additional Capital Contributions directly to
the Partnership may adversely impact CSCI’s qualification as a “real estate investment
trust” in accordance with Section 856 of the Code or otherwise may have material
adverse tax consequences to the Cedar Partners, CSCI or Cedar Operating Partnership,
Cedar LP shall have the right to make a contribution (such contribution, a “Cedar
Direct Contribution”) to REIT Property Subsidiary, in an amount equal to the
applicable Call Amount in lieu of making a Capital Contribution of such amount to the
Partnership. Cedar LP shall notify RioCan of its intention to make a Cedar Direct
Contribution and the Partners shall work in good faith to amend REIT Property
Subsidiary’s partnership agreement to reflect the Cedar Direct Contribution and to
amend this Agreement to reflect the dilution of the interests of Cedar LP in the
Partnership that results from RioCan and Cedar GP making contributions to the
Partnership with respect to the applicable Call Notice pursuant to Section 2.2(a) and
as further provided in this Section 2.2(e). The obligation of Cedar LP to make
additional Capital Contributions under Section 2.2(a) shall be reduced by the amount
of any Cedar Direct Contribution. It is the intention of the Partners that following
such amendments the aggregate interests, directly and indirectly, of the Cedar
Partners in the assets owned by REIT Property Subsidiary shall equal twenty percent
(20%) and the aggregate interests, directly and indirectly, of RioCan in the assets
owned by REIT Property Subsidiary shall equal eighty percent (80%), subject, in each
case, to any applicable adjustment that may have occurred pursuant to Section
2.2(d)(vii). Prior to or simultaneously with the funding of the first such Cedar
Direct Contribution, REIT Property Subsidiary’s partnership agreement shall also be
amended to provide for the admission of Cedar LP as an additional limited partner of
REIT Property Subsidiary and the inclusion of such other provisions that are analogous
to the provisions of this Agreement as may be necessary to preserve the substantive
rights and obligations of the Partners provided herein in all material respects (e.g.,
with respect to transfer rights, in order to provide that all of the interests of
Cedar LP in the Partnership and REIT Property Subsidiary will be included in a sale
pursuant to Section 9.4 or 9.5 and the analogous provisions of REIT Property
Subsidiary’s partnership agreement).





ARTICLE III

PARTNERSHIP INTERESTS





	3.1	 	Percentage Interests of General Partner and Limited Partners.





          The Percentage Interest of Cedar GP as a general partner in the Partnership shall be one
percent (1%), the Percentage Interest of Cedar LP as a limited partner in the Partnership shall be
nineteen percent (19%) and the Percentage Interest of RioCan as a limited partner in the
Partnership shall be eighty percent (80%). The Percentage Interests shall not be changed without
the prior written consent of all of the Partners, except as expressly provided in Section
2.2(d)(vii) or (e).





	3.2	 	Capital Accounts.






	 	(a)	 	Maintenance of Capital Accounts. The Partnership shall establish and
maintain a separate “Capital Account” for each Partner on the books of the
Partnership in accordance with the following provisions for accounting purposes:






	 	(i)	 	To each Partner’s Capital Account there shall be credited
such Partner’s Capital Contributions, such Partner’s allocable share of
Profits, and any items in the nature of income or gain that are specially
allocated to such Partner under this Agreement, and the amount of any
Partnership liabilities that are assumed by such Partner in accordance with
the terms hereof (other than liabilities that are secured by any Partnership
Asset distributed to such Partner).










 



 


	 	(ii)	 	To each Partner’s Capital Account there shall be debited the amount of
cash and the Gross Asset Value of any Partnership property distributed to such
Partner pursuant to any provision of this Agreement (net of liabilities
secured by such distributed property that such Partner is considered to assume
or take subject to under Code Section 752), such Partner’s allocable share of
Losses, and any items in the nature of expenses or losses that are specially
allocated to such Partner under this Agreement, and the amount of any
liabilities of such Partner that are assumed by the Partnership (other than
liabilities that are secured by any property contributed by such Partner to
the Partnership).
	 
	 	(iii)	 	In the event an Interest is transferred in accordance with
the terms of this Agreement, the transferee shall succeed to the Capital
Account of the transferor to the extent it relates to the transferred
Interest. In the case of Transfer of an Interest at a time when an election
under Code Section 754 is in effect, the Capital Account of the transferee
Partner shall not be adjusted to reflect the adjustments to the adjusted tax
bases of Partnership property required under Code Sections 754 and 743, except
as otherwise permitted by Treasury Regulations Section 1.704-1(b)(2)(iv)(m).
	 
	 	(iv)	 	In determining the amount of any liability for purposes of
paragraphs (a) and (b) above, there shall be taken into account Code Section
752(c) and the Treasury Regulations promulgated thereunder, and any other
applicable provisions of the Code and Regulations.
	 
	 	(v)	 	The foregoing provisions and the other provisions of this
Agreement relating to the maintenance of Capital Accounts are intended to
comply with Treasury Regulations Section 1.704-1(b) and 1.704-2, and shall be
interpreted and applied in a manner consistent with such Regulations.






	 	(b)	 	Adjustments of Capital Accounts. The Partnership shall revalue the
Capital Accounts of the Partners in accordance with Regulations Section
1.704-1(b)(2)(iv)(f) at the following times: (i) immediately prior to the contribution
of more than a de minimis amount of money or other property to the Partnership by a
new or existing Partner as consideration for an interest in the Partnership; (ii) the
distribution by the Partnership to a Partner of more than a de minimis amount of
property as consideration for an Interest; and (iii) the liquidation of the
Partnership within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g);
provided, that adjustments pursuant to clauses (i) and (ii) above need not be
made if the General Partner reasonably determines that such adjustments are not
necessary or appropriate to reflect the relative economic interest of the Partners.






	3.3	 	Return of Capital.





          No Partner shall be liable for the return of the Capital Contributions (or any portion
thereof) of any other Partner, it being expressly understood that any such return shall be made
solely from the Partnership Assets. No Partner shall be required to pay to the Partnership or to
any other Partner any deficit in its Capital Account upon dissolution of the Partnership or
otherwise, and no Partner shall be entitled to withdraw any part of its Capital Contributions or
Capital Account, to receive interest on its Capital Contributions or Capital Account or to receive
any distributions from the Partnership, except as expressly provided for in this Agreement or
under the Delaware Act as then in effect.




ARTICLE IV

DISTRIBUTIONS





	4.1	 	General.





          Net Cash Flow and/or Net Proceeds of a Capital Transaction shall be distributed to the
Partners as set forth in Section 4.2 and 4.3 below.





	4.2	 	Net Cash Flow.





          Subject to Section 10.2, Net Cash Flow shall be distributed monthly (if available) by the
General










 



 


Partner to the Partners in accordance with their respective Percentage Interests.





	4.3	 	Net Proceeds of a Capital Transaction.





          Subject to Section 10.2, Net Proceeds of a Capital Transaction shall be distributed by the
General Partner as soon as practicable after the receipt thereof to the Partners in accordance
with their respective Percentage Interests.





	4.4	 	Tax Payments.





          To the extent that any taxes or withholding taxes are due on behalf of or with respect to any
Partner and the Partnership is required by law to withhold or to make such tax payments (“Tax
Payments”), the Partnership shall withhold such amounts and make such Tax Payments as so required.
The withholdings referred to in this Section 4.4 shall be made at the required applicable statutory
rate under the applicable tax law. Each Tax Payment made on behalf of or with respect to a Partner
shall be deemed a distribution of Net Cash Flow in such amount to such Partner to the extent such
Tax Payment was not attributable to a Capital Transaction, and to the extent such Tax Payment is
attributable to a Capital Transaction, it shall be deemed a distribution of Net Proceeds of a
Capital Transaction to such Partner, and any such deemed distribution shall be deemed to have been
paid to the Partner on the earlier of the date when the corresponding Tax Payment is made by the
Partnership or the date that the distributions, if any, giving rise to the obligation to make such
Tax Payment were made. If the Partnership is required to make a Tax Payment on behalf of or with
respect to any Partner (the “Taxed Partner”) and the amount of such payment exceeds the cash that
would otherwise be distributed to such Taxed Partner, the Taxed Partner shall pay to the
Partnership by wire transfer the amount of such Tax Payment within ten (10) days of receipt by the
Taxed Partner of a notice from the General Partner that it is required to make such Tax Payment.
Any amounts paid by the Taxed Partner to the Partnership pursuant to the preceding sentence shall
not be treated as a Capital Contribution and the remittance of such Tax Payment to the appropriate
taxing authority shall not be treated as a deemed distribution to the Taxed Partner. Each Partner
for which the Partnership is required to make a Tax Payment shall indemnify, defend and hold the
Partnership and the other Partners harmless of, from and against Indemnified Losses incurred by the
Partnership or any other Partner arising out of or in connection with the Tax Payments or
obligations attendant thereto.





	4.5	 	Limitation on Distributions.





          Notwithstanding anything to the contrary contained herein, without the prior consent of the
Partners, no distribution of Net Cash Flow or Net Proceeds of a Capital Transaction shall be made
hereunder if such distribution would cause the Partnership to violate Section 17-607 of the
Delaware Act or any other applicable law.




ARTICLE V

ALLOCATION OF PROFITS AND LOSSES





	5.1	 	Allocations for Accounting Purposes.






	 	(a)	 	Profits and Losses. Except as otherwise provided in this Agreement,
Profits and Losses (and, to the extent necessary in the year of liquidation and to the
extent permitted by Section 761 of the Code, the prior year, individual items of
income, gain, loss, deduction or credit) of the Partnership shall be allocated among
the Partners for accounting purposes in a manner such that the Capital Account of each
Partner, immediately after making such allocation, is, as nearly as possible, equal
(proportionately) to the amount each Partner’s Percentage Interests.
	 
	 	(b)	 	Tax Allocations. For United States federal, state and local income
tax purposes, items of income, gain, loss, deduction and credit shall be allocated to
the Partners in accordance with the allocations of the corresponding items for Capital
Account purposes under Section 5.1(a), except that items with respect to which there
is a difference between tax basis and Gross Asset Value will be allocated in
accordance with Section 704(c) of the Code, the Regulations thereunder including
Regulation Section 1.704-1(b)(4)(i).






	5.2	 	Special Allocations.











 



 



	 	(a)	 	The following special allocations shall be made in the following order:






	 	(i)	 	Minimum Gain Chargeback. Notwithstanding any other provision of this
Article V, subject to the exceptions set forth in Treasury Regulations Section
1.704-2(f), if there is a net decrease in Partnership Minimum Gain during any Fiscal
Year, the Partners shall be specially allocated items of Partnership income and gain
for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal
to such Partner’s share of the net decrease in Partnership Minimum Gain, determined in
accordance with Treasury Regulations Section 1.704-2(g)(2). Allocations pursuant to
the previous sentence shall be made in proportion to the respective amounts required
to be allocated to each Partner pursuant thereto. The items so allocated shall be
determined in accordance with Treasury Regulations Section 1.704-2(f). This Section
5.2(a)(i) is intended to comply with the minimum gain chargeback requirement in
Section 1.704-2(f) of the Treasury Regulations and shall be interpreted consistently
therewith.
	 
	 	(ii)	 	Partner Nonrecourse Debt Minimum Gain Chargeback. Notwithstanding any
other provision of this Article V, except Section 5.2(a), subject to the exceptions
contained in Treasury Regulations Section 1.704-2(i)(4), if there is a net decrease in
Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt
during any Fiscal Year, each Partner who has a share of the Partner Nonrecourse Debt
Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance
with Treasury Regulations Section 1.704-2(i)(5) as at the beginning of such Fiscal
Year, shall be specially allocated items of Partnership income and gain for such
Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such
Partner’s share of the net decrease in Partner Nonrecourse Debt Minimum Gain
attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury
Regulations Section 1.704-2(i)(4) and 1.704-2(g)(2). Allocations pursuant to the
previous sentence shall be made in proportion to the respective amounts required to be
allocated to each Partner pursuant thereto. The items so allocated shall be determined
in accordance with Treasury Regulations Section 1.704-2(i)(4). This Section 5.2(a)(ii)
is intended to comply with the partner nonrecourse debt minimum gain chargeback
requirement in such Section of the Treasury Regulations and shall be interpreted
consistently therewith.
	 
	 	(iii)	 	Qualified Income Offset. In the event any Partner unexpectedly
receives any adjustments, allocations, or distributions described in paragraphs (4),
(5) and (6) of Treasury Regulations Section 1.704-1(b)(2)(ii)(d), modified, as
appropriate, by Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), items
of Partnership income and gain for such Fiscal Year shall be specially allocated to
such Partners in an amount and manner sufficient to eliminate, to the extent required
by such Regulations, the Adjusted Capital Account deficit of such Partners as quickly
as possible, provided that an allocation pursuant to this Section 5.2(a)(iii) shall be
made only if and to the extent that such Partners would have an Adjusted Capital
Account deficit after all other allocations provided for in this Section 5.2 have been
tentatively made as if this Section 5.2(a)(iii) were not in this Agreement.
	 
	 	(iv)	 	Nonrecourse Deductions. Nonrecourse Deductions shall be allocated to
the Partners in accordance with their respective Percentage Interests.
	 
	 	(v)	 	Partner Nonrecourse Deductions. Any Partner Nonrecourse Deductions
for any Fiscal Year or other period shall be specially allocated to the Partner who
bears the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which
such Partner Nonrecourse Deductions are attributable in accordance with Treasury
Regulations Section 1.704-2(i)(1). If more than one Partner bears the Economic Risk
of Loss, such deduction shall be allocated between or among such Partners in
accordance with the ratios in which such Partners share such Economic Risk of Loss.
	 
	 	(vi)	 	Limitation on Allocation of Losses. Notwithstanding any provision of this










 



 


	 	 	 	Agreement, in no event shall Losses be allocated to a Partner to
the extent such allocation would result in such Partner having an Adjusted
Capital Account deficit at the end of any Fiscal Year. All such Losses
shall be allocated to the other Partners in proportion to their respective
Percentage Interests, provided, however, that appropriate adjustments
shall be made to the allocation of future Profits in order to offset such
specially allocated Losses hereunder.






	 	(vii)	 	Section 754 Adjustments. To the extent an adjustment
to the adjusted tax basis of any Partnership Asset pursuant to Code Section
734(b) or Code Section 743(b) is required, pursuant to Treasury Regulations
Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital
Accounts as the result of distributions to a Partner, the amount of such
adjustment to the Capital Accounts shall be treated as an item of gain (if the
adjustment increases the basis of the asset) or an item of loss (if the
adjustment decreases such basis) and such gain or loss shall be specially
allocated to the Partners in a manner consistent with the manner in which
their Capital Accounts are required to be adjusted pursuant to such Section of
the Treasury Regulations as the result of distributions to a Partner in
accordance with their interests in the Partnership as determined under
Regulations Section 1.704-1(b)(3) in the event Regulations Section
1.704-1(b)(2)(iv)(m)(2) applies, or to the Partner to whom such distribution
was made in the event Regulations Section 1.704-1(b)(2)(iv) (m)(4) applies.
	 
	 	(viii)	 	Curative Allocations. The allocations contained in Sections
5.2(a)(i) through 5.2(a)(vii) (the “Regulatory Allocations”) are intended to
comply with certain requirements of the Code and Treasury Regulations. The
Partners intend that, to the extent possible, all Regulatory Allocations
shall be offset either by other Regulatory Allocations or with special
allocations of other items of Partnership income, gain, loss or deduction
pursuant to this Section 5.2(a)(viii). Therefore, notwithstanding any other
provisions of this Agreement (other than the Regulatory Allocations), the
Partnership shall make such offsetting special allocations of Partnership
income, gain, loss or deduction in whatever manner they reasonably determine
to be appropriate so that, after such offsetting allocations are made, each
Partner’s Capital Account balance is, to the extent possible, equal to the
Capital Account balance such Partner would have had if the Regulatory
Allocations were not part of this Agreement and all items were allocated
pursuant to Section 5.1. In exercising its discretion under this Section
5.2(a)(viii), the Partnership shall take into account future Regulatory
Allocations under Section 5.2(a)(i) through Section 5.2(a)(viii) that are
likely to offset other Regulatory Allocations previously made.






	5.3	 	Other Allocation Rules.






	 	(a)	 	For purposes of determining the Profits, Losses, or any other items allocable
to any period, Profits, Losses, and any such other items shall be determined on a
daily, monthly, or other basis, as reasonably determined by the Partners using any
permissible method under Code Section 706 and the Treasury Regulations thereunder.
	 
	 	(b)	 	Except as otherwise provided in this Agreement, all items of Partnership
income, gain, loss, deduction, and any other allocations not otherwise provided for
shall be divided among the Partners for tax purposes in the same proportions as they
share Profits or Losses, as the case may be, for the Fiscal Year.
	 
	 	(c)	 	The Partners are aware of the income tax consequences of the allocations made
by this Article V and hereby agree to be bound by the provisions of this Article V in
reporting their shares of Partnership income and loss for income tax purposes.
	 
	 	(d)	 	Solely for purposes of determining a Partner’s proportionate share of the
“excess nonrecourse liabilities” of the Partnership within the meaning of Treasury
Regulations Section 1.752-3(a)(3), the interest of the Partners in Partnership
Profits equals one hundred percent (100%), in proportion to their Percentage
Interests.










 



 


	 	(e)	 	To the extent permitted by Treasury Regulations Section
1.704-2(h)(3), the Partners shall treat distributions of Net Proceeds of a Capital
Transaction as not allocable to an increase in Partnership Minimum Gain to the extent
the distribution does not cause or increase a deficit balance in the Adjusted Capital
Account of any Partner.






	5.4	 	Tax Allocations. Code Section 704(c).






	 	(a)	 	In accordance with Code Section 704(c) and the Treasury Regulations
thereunder, income, gain, loss, and deduction with respect to any property contributed
to the capital of the Partnership shall, solely for tax purposes, be allocated among
the Partners so as to take account of any variation between the adjusted basis of such
property to the Partnership for federal income tax purposes and its initial Gross
Asset Value using the “traditional method” with curative allocations upon disposition.
	 
	 	(b)	 	In the event the Gross Asset Value of any Partnership property is adjusted
pursuant to paragraph (b) of the definition of Gross Asset Value, subsequent
allocations of income, gain, loss, and deduction with respect to such asset shall
take account of any variation between the adjusted basis of such asset for federal
income tax purposes and its Gross Asset Value in the same manner as under Code
Section 704(c) and the Treasury Regulations thereunder using the traditional method.
	 
	 	(c)	 	Any elections or other decisions relating to such allocations shall be made
by the General Partner, in any manner that reasonably reflects the purpose and
intention of this Agreement. Allocations pursuant to this Section 5.4 are solely for
purposes of federal, state, and local taxes and shall not affect, or in any way be
taken into account in computing, any Partner’s Capital Account or share of Profits,
Losses, other items, or distributions pursuant to any provision of this Agreement.





ARTICLE VI

MANAGEMENT; LIABILITY OF PARTNERS; EXPENSES





	6.1	 	Management.






	 	(a)	 	Except as otherwise expressly provided in this Agreement, the business and
affairs of the Partnership shall be exclusively vested in the General Partner. The
General Partner shall carry out and implement the day to day affairs of the
Partnership within the scope of the authority granted pursuant to this Agreement. The
General Partner shall keep the other Partners reasonably informed as to all matters of
concern to the Partnership and the Partners. The General Partner shall devote to the
Partnership’s business such time as reasonably shall be necessary in connection with
its duties and responsibilities hereunder. Except to the extent limited by the
provisions of Section 6.3 or otherwise in this Agreement, the General Partner shall
have the full, exclusive and complete discretion in the management and control of the
affairs of the Partnership and no Limited Partner shall participate in the management
of the Partnership or have any control over the Partnership business or have any right
or authority to act for or by the Partnership, including, without limitation, the
authority provided by the Delaware Act and, in addition, the General Partner shall
have the power on behalf of the Partnership, without the consent of the other Partners
except as expressly provided in this Agreement, including without limitation, Section
6.3, to (or cause any of its Subsidiaries to):






	 	(i)	 	acquire, hold, manage, own, operate, repair, maintain,
remediate, improve, develop, redevelop, construct, reconstruct, grant options
with respect to, sell, transfer, convey, assign, exchange or otherwise dispose
of, grant easements with respect to, or otherwise restrict the use of, all or
any part of any Portfolio Investment or the Partnership’s or any of its
Subsidiaries’ interests therein, and to execute and deliver in the
Partnership’s or any such Subsidiary’s name any and all instruments necessary
to effectuate such transactions;
	 
	 	(ii)	 	execute, in furtherance of any or all of the purposes of the
Partnership or any of its Subsidiaries, any deed, assignment, lease, easement,
covenant, restriction, bill of










 



 


	 	 	 	sale, contract or other document or instrument;






	 	(iii)	 	vote at any election or meeting of any Person, or by proxy, and appoint agents to do so in
its place and stead;
	 
	 	(iv)	 	enter into sale and leaseback financing arrangements with respect to all or part of any
Portfolio Investment and, in connection therewith, execute for and on behalf of the
Partnership or any of its Subsidiaries any documents relating thereto;
	 
	 	(v)	 	lease or sublease, in whole or in part, any Portfolio Investment, real and personal, as
lessor, sublessor, lessee or sublessee, and, in connection therewith, execute for and on
behalf of the Partnership or any of its Subsidiaries any leases or subleases or agreements
terminating, amending or modifying leases or subleases;
	 
	 	(vi)	 	borrow money on behalf of the Partnership or any of its Subsidiaries, and, in connection
therewith, execute for and on behalf of the Partnership or any of its Subsidiaries, bonds,
notes, mortgages, security agreements, financing statements, assignments, guarantees and other
agreements and documents creating liens on or otherwise affecting any Portfolio Investment,
and extensions, renewals, and modifications thereof, and to repay in whole or in part,
refinance, recast, increase, modify or extend any indebtedness of the Partnership or any of
its Subsidiaries;
	 
	 	(vii)	 	engage, on behalf of the Partnership or any of its Subsidiaries, such Persons as it shall
reasonably deem advisable for the operation and management of the business of the Partnership
or any of its Subsidiaries, in each case as independent contractors (and not as employees of
the Partnership or any of its Subsidiaries), including, without limitation, agents, managers,
accountants, attorneys, consultants, and brokers, all on such terms and for such compensation
as the General Partner shall reasonably determine to be proper;
	 
	 	(viii)	 	make and implement all decisions for the Partnership and each of its Subsidiaries, other
than Partnership Decisions;
	 
	 	(ix)	 	implement all Partnership Decisions made in accordance with Section 6.3;
	 
	 	(x)	 	deposit, withdraw, invest, pay, retain and distribute the Partnership’s and each of its
Subsidiaries’ funds, and open and maintain bank accounts for such funds in the name of the
Partnership or its applicable Subsidiary and designate the persons authorized on behalf of
the Partnership or any of its Subsidiaries to make deposits therein and withdrawals
therefrom;
	 
	 	(xi)	 	pay, extend, renew, modify, adjust, submit to arbitration, prosecute, defend or compromise
any obligation, suit, liability, cause of action or claim, either in favor of or against the
Partnership or any of its Subsidiaries, and execute all documents and make all
representations, admissions and waivers in connection therewith;
	 
	 	(xii)	 	enter into, execute, acknowledge and deliver any and all contracts, agreements or other
instruments the General Partner deems necessary or appropriate in connection with the business
or affairs of the Partnership or any of its Subsidiaries;
	 
	 	(xiii)	 	apply for, file, prosecute, obtain, appeal and challenge any permit, approval,
authorization, filing or consent with respect to the Partnership, any of its Subsidiaries or
any Portfolio Investment issued by any Governmental Authority;
	 
	 	(xiv)	 	either by itself or by contract with others (including with a Person whose shareholders,
partners, officers or employees are also shareholders, partners, officers or employees of the
General Partner or its Affiliates), establish, have, maintain or close one or more offices,
and in connection therewith to maintain office space, facilities and equipment and to engage
and pay personnel and to do such other acts










 



 


	 	 	 	and things, it being acknowledged and agreed that the Partnership and its
Subsidiaries will enjoy the benefit of the existing facilities and personnel of
the General Partner and its Affiliates without payment of any fees or expenses,
except as expressly set out herein or in the applicable Property Management
Agreement;






	 	(xv)	 	possess, transfer, or otherwise deal in, and to exercise all rights, powers,
privileges and other incidents of ownership or possession with respect to, any
Portfolio Investment or other property held or owned by the Partnership or any of its
Subsidiaries;
	 
	 	(xvi)	 	set aside funds for reasonable reserves, anticipated contingencies and
working capital;
	 
	 	(xvii)	 	to distribute the Partnership’s funds in accordance with the provisions of this
Agreement;
	 
	 	(xviii)	 	take all actions that may be reasonably necessary or appropriate for the
continuation of the Partnership’s valid existence as a limited partnership under the
Delaware Act (and each of its Subsidiaries’ valid existence in accordance with the
applicable laws of its state of formation) and under the laws of each other
jurisdiction in which such action is necessary to protect the limited liability of
the Limited Partners or to enable the Partnership and each of its Subsidiaries,
consistent with such limited liability, to conduct the business in which it is
engaged;
	 
	 	(xix)	 	register or qualify the Partnership or any of its Subsidiaries under any
applicable United States federal or state laws, or to obtain exemptions under such
laws, if such registration, qualification or exemption is reasonably deemed necessary
or advisable by the General Partner;
	 
	 	(xx)	 	enter into, make and perform all contracts, agreements, instruments and other
undertakings and pay all expenses as the General Partner may reasonably determine to
be necessary, advisable or incidental to the carrying out of the purposes of the
Partnership or any of its Subsidiaries;
	 
	 	(xxi)	 	create special purpose entities to make or pursue Portfolio Investments in
accordance with the Approved Investment Structure;
	 
	 	(xxii)	 	engage in any kind of activity and execute, perform and carry out contracts of any
kind necessary, or in connection with or convenient or incidental to any of the
foregoing or the Partnership’s or any of its Subsidiaries’ purposes as set forth
herein; execute any and all other documents to carry out the intention and purpose
hereof; and
	 
	 	(xxiii)	 	otherwise take any other action in furtherance of the Partnership’s or any of its
Subsidiaries’ stated purposes hereunder.






	 	 	 	No Person dealing with the Partnership or any of its Subsidiaries or their respective
assets (other than the Property Manager),whether as lender, assignee, purchaser, lessee,
grantee, or otherwise, shall be required to investigate the authority of the General
Partner in dealing with the Partnership or any of its Subsidiaries or any of their assets,
nor shall any Person entering into a contract with the Partnership or any of its
Subsidiaries or relying on any such contract or agreement be required to inquire as to
whether such contract or agreement was properly approved by the General Partner. Any such
Person may conclusively rely on a certificate of authority signed by the General Partner
and may conclusively rely on the due authorization of any instrument signed by the General
Partner in the name and on behalf of the Partnership or the General Partner.






	 	(b)	 	Standard of Conduct. The General Partner will exercise its powers and
discharge its duties under this Agreement diligently, honestly, and in good faith. Without
limitation, in making










 



 


	 	 	 	decisions and managing the Partnership and its Subsidiaries, the General
Partner will exercise the standard of care that a prudent general partner of a
similar partnership would exercise in similar circumstances. The foregoing is not
intended to create any fiduciary responsibilities of the General Partner to the
Partnership or any other Partner.






	 	(c)	 	No Commissions, Rebates. The General Partner shall not accept for its
own account in the execution of its duties hereunder, any commissions, reductions,
finder’s fees or other concessions from tradesmen, suppliers, contractors, insurers,
or tenants. If such concessions are received by the General Partner, they shall be
remitted to or credited to the Partnership forthwith after receipt.
	 
	 	(d)	 	Activities of the General Partner. The General Partner shall, and
shall cause (by contract or otherwise) the senior management personnel of Cedar
Operating Partnership to remain actively involved in the affairs of the Partnership,
the Partnership’s Subsidiaries and the Portfolio Investments.






	6.2	 	Advisory Board.






	 	(a)	 	Formation of Advisory Board. The Partnership shall have an advisory
board (the “Advisory Board”), the members (each, an “Advisory Board Member”) of which
shall be comprised of not more than three (3) natural Persons and shall include two
(2) representatives of RioCan and one (1) representative of Cedar LP (and one or more
alternate Advisory Board Members identified in writing by RioCan or Cedar LP, as
applicable, to the other Partners from time to time). None of the Advisory Board
Members shall receive any compensation in connection with its position on the Advisory
Board.
	 
	 	(b)	 	Functions of Advisory Board. The functions of the Advisory Board will
be to approve such matters as may be required pursuant to the terms of this Agreement
to be determined by the “Advisory Board” or the “Partners”, other than matters
expressly provided in this Agreement to be determined by a Partner acting
unilaterally; provided, notwithstanding any other provision in this Agreement to the
contrary, that if any provision of this Agreement makes reference to the approval of
the Advisory Board Members or the Partners without specifying if unilateral, majority
or unanimous approval shall be required, such matter shall be deemed to require the
unanimous approval of the Advisiory Board Members. Notwithstanding anything to the
contrary contained herein, the participation by any representative of a Limited
Partner who is an Advisory Board Member in the activities of the Advisory Board shall
not be construed to constitute participation by such Limited Partner in the control of
the business of the Partnership.
	 
	 	(c)	 	Meetings of Advisory Board. Regular meetings of the Advisory Board
shall be held as and when called by the General Partner or any Advisory Board Member
but at least annually beginning after the first full Fiscal Year, upon not less than
seven (7) Business Days’ prior written notice by the General Partner or any Advisory
Board Member to the Advisory Board Members. Special meetings of the Advisory Board may
be called by the General Partner or any Advisory Board Member at any time, upon not
less than seven (7) Business Days’ prior written notice by the General Partner or any
Advisory Board Member to the Advisory Board Members, to consider matters for which the
consent, approval, review, comment or waiver of the Advisory Board is required by this
Agreement or is requested by the General Partner. Advisory Board Members may
participate in a meeting of the Advisory Board by means of conference telephone or
similar communications equipment by means of which all Persons participating in the
meeting can hear each other. A quorum for any meeting of the Advisory Board called to
approve a Unanimous Decision shall be three (3) Advisory Board Members and to approve
a Majority Decision shall be two (2) Advisory Board Members. All actions to be taken
by the Advisory Board shall be by the affirmative vote or written consent of the
requisite number of Advisory Board Members needed for the matter in question as
provided in this Agreement.
	 
	 	(d)	 	Advisory Board Notices. Notices to the Advisory Board shall be
deemed received if sent to each Limited Partner that has appointed an Advisory Board
Member.










 



 


	 	(e)	 	Joint Venture Investments.






	 	(i)	 	With respect to any matter that would require a Partnership
Decision, the General Partner shall make the applicable election and exercise
or waive the rights of the Partnership or any of its Subsidiaries, in each
case as a direct or indirect shareholder, member or equity holder of any
Joint Venture Investment, only pursuant to the direction of the Advisory
Board.
	 
	 	(ii)	 	With respect to each Joint Venture Investment, (A) capital
contributions shall be made by the Partnership or its applicable Subsidiary
only to the extent required pursuant to the terms of the applicable Governing
Agreements, (B) the General Partner shall cause the Partnership or its
applicable Subsidiary, as a direct or indirect shareholder, member or equity
holder of any such Joint Venture Investment, to approve any matter and/or take
any action only pursuant to the direction of the Advisory Board if the same
would constitute a Partnership Decision hereunder to the extent that the
Partnership or its applicable Subsidiary shall have the right to approve any
such matter or action pursuant to the applicable Governing Agreements,
including, without limitation, approving any indemnification claim or vote for
dissolution of the applicable Joint Venture Investment, (C) except as required
by applicable law or the applicable Governing Agreements, the General Partner
shall cause the Partnership or its applicable Subsidiary, as a direct or
indirect shareholder, member or equity holder of any such Joint Venture
Investment, to distribute all profits received by the Partnership or such
Subsidiary to the Partners on a monthly basis in accordance with Article IV,
(D) except as required by the applicable Governing Agreements, the General
Partner shall not cause or permit the Partnership or its applicable
Subsidiary, as a direct or indirect shareholder, member or equity holder of
any such Joint Venture Investment, to sell, assign, transfer, convey, gift,
exchange or otherwise dispose of any or all of its interest in such Joint
Venture Investment without the prior written consent of the Advisory Board if
the same would constitute a Partnership Decision hereunder, and (E) except to
the extent required by applicable law, the Governing Agreements for the
applicable joint venture entity may be amended and/or otherwise modified only
if approved by the Advisory Board, other than with respect to changes that are
ministerial or otherwise de minimis in nature.






	6.3	 	Partnership Decisions.






	 	(a)	 	Notwithstanding the provisions of Section 6.1, without the unanimous consent
of the Advisory Board Members, in each instance (a “Unanimous Decision”), the
Partnership shall not and shall not cause any of its Subsidiaries to:






	 	(i)	 	sell (including, without limitation, sell and leaseback),
promise to sell, assign, convey, exchange, pledge, transfer, give, dispose,
hypothecate or otherwise encumber, directly or indirectly, any Partnership
Asset or Portfolio Investment or any material part thereof or material
interest therein, other than (i) personal property which may be disposed of or
replaced due to wear and tear or obsolescence or otherwise in the ordinary
course of business, (ii) easements and other property rights granted in the
ordinary course of business (and which do not have a material adverse impact
on the value of a Portfolio Investment), and (iii) leases, which shall be
governed by Section 6.3(b);
	 
	 	(ii)	 	except as expressly provided in the Purchase and Sale
Agreement and Section 7.1 hereof, acquire other real or personal property or
any direct or indirect interest in another Person, or any material interest
therein on behalf of the Partnership or any of its Subsidiaries, either
directly or indirectly, other than personal property, easements and other
property rights acquired in connection with the ordinary operation of a
Portfolio Investment;
	 
	 	(iii)	 	other than trade payables incurred in the ordinary course of business,
incur debt on










 




 


	 	 	 	behalf of the Partnership or any of its Subsidiaries (or refinance or recast or
prepay such debt, other than as required pursuant to the terms of the Financing
Documents);






	 	(iv)	 	enter into, amend, modify or terminate any Financing Document except for modifications or
amendments which are ministerial or otherwise have a de minimis impact on the Partnership or
any of its Subsidiaries or otherwise required pursuant to the terms of the Financing
Documents;
	 
	 	(v)	 	except as expressly provided in Article IX, admit any Person as a Partner or, except as
provided in Section 2.2(e) or as required by the applicable Governing Agreements of a joint
venture, admit any Person as a partner or member of any of the Partnership’s Subsidiaries;
	 
	 	(vi)	 	demolish or redevelop any Portfolio Investment and approve the plans and specifications for
any redevelopment on account of such demolition or redevelopment;
	 
	 	(vii)	 	guarantee the debts of any other Person (other than wholly-owned Subsidiaries);
	 
	 	(viii)	 	make any loans to any Person (other than wholly-owned Subsidiaries of the Partnership);
	 
	 	(ix)	 	cause the Partnership or any of its Subsidiaries to make any distributions of cash or
property except as provided in this Agreement;
	 
	 	(x)	 	terminate any Property Management Agreement other than for a “Cause Event” or consent to the
assignment by the Property Manager of its interest in any Property Management Agreement
(except as otherwise expressly permitted thereunder with respect to a designation by the
Property Manager);
	 
	 	(xi)	 	merge or consolidate the Partnership or any of its Subsidiaries with or into another Person;
	 
	 	(xii)	 	execute and deliver any document which is prohibited under the Delaware Act, this Agreement
or any Financing Document;
	 
	 	(xiii)	 	amend, modify or terminate this Agreement;
	 
	 	(xiv)	 	take any action not in furtherance of the stated purposes or intended business of the
Partnership as set forth in this Agreement;
	 
	 	(xv)	 	take any action under applicable bankruptcy, insolvency or similar laws with respect to the
bankruptcy or insolvency of the Partnership or any of its Subsidiaries;
	 
	 	(xvi)	 	enter into any Related Party Transaction, except as provided in Section 6.8(b);
	 
	 	(xvii)	 	enter into any Governing Agreement (other than on a form previously approved for use by all
of the Partners or the Advisory Board), or amend or modify any Property Management Agreement,
Approved Investment Structure, or Governing Agreement of any of the Partnership’s Subsidiaries
in any manner, in each case (other than any Property Management Agreement), except for
modifications or amendments which are ministerial or otherwise have a de minimis impact on the
Partnership or any of its Subsidiaries, or are otherwise required pursuant to the terms of any
agreements entered into by the Partnership or any of its Subsidiaries in accordance with the
terms of this Agreement (such as, by way of example only, changes to Governing Agreements
required to comply with the terms of any Financing Documents);
	 
	 	(xviii)	 	take any action which would cause the REIT not to qualify as a “real estate










 



 


	 	 	 	investment trust” within the meaning of Section 856 of the Code;






	 	(xix)	 	take any action on behalf of any Subsidiary of the Partnership (including a
Joint Venture Investment, unless non-discretionary) which, if taken by the
Partnership, would constitute a Unanimous Decision; or
	 
	 	(xx)	 	approve any other matter set forth in this Agreement requiring unanimous
approval of the Advisory Board Members or the Partners, as applicable.






	 	(b)	 	Notwithstanding the provisions of Section 6.1, without the consent of a majority of the
Advisory Board Members, in each instance (a “Majority Decision”), the Partnership shall not
and shall not cause any of its Subsidiaries to:






	 	(i)	 	approve any budget for the Partnership, any its Subsidiaries or any
Portfolio Investment or, once approved, modify any Approved Budget;
	 
	 	(ii)	 	make any single Capital Expenditure or group of Capital Expenditures in any
Fiscal Year in respect of any single Portfolio Investment (including with respect of
any redevelopment thereof), except as provided for in the applicable Approved Budget
for such Portfolio Investment;
	 
	 	(iii)	 	make any single expenditure or group of expenditures (other than Capital
Expenditures) in any Fiscal Year in respect of any single Portfolio Investment
exceeding (1) a line item of the applicable Approved Budget by more than fifteen
percent (15%) or (2) the aggregate amount of such Approved Budget by more than ten
percent (10%) (exclusive of increases attributable to temporary timing differences
arising in the ordinary course of business which the General Partner reasonably
expects will be reversed over time);
	 
	 	(iv)	 	set aside funds for reasonable reserves, anticipated contingencies and
working capital in excess of $100,000 in the aggregate for any single Portfolio
Investment, other than as required by law or contract (including Financing Documents)
or in accordance the applicable Approved Budget;
	 
	 	(v)	 	approve any leasing plan for any Portfolio Investment or, once approved,
modify in any material respect any Approved Leasing Plan;
	 
	 	(vi)	 	(w) enter into, terminate (including evict), modify or amend any lease of
space at any Portfolio Investment for an area in excess of 10,000 square feet of the
rentable area of the improvements on the property, or (x) enter into, modify or amend
any lease of space at any Portfolio Investment if such lease, modification or
amendment would set the net effective rent for such space below ninety seven percent
(97%) of the net effective rent for such space provided in the applicable Approved
Budget or Approved Leasing Plan, or such lease (or amendment or modification thereof)
is not otherwise materially in accordance with the Approved Leasing Plan or (y) enter
into, modify or amend any lease of space at any Portfolio Investment if such lease,
modification or amendment is neither substantially in the standard form of lease for
such Portfolio Investment (with commercially reasonable changes thereto) nor is
otherwise on commercially reasonable terms, or (z) approve the plans and
specifications for the initial tenant and/or landlord work (or any major renovation)
with respect to any lease for an area in excess of 10,000 square feet of the rentable
area of the improvements on the property; provided, notwithstanding the foregoing,
that no such termination, modification, amendment or approval described in the
foregoing clauses (w), (x), (y) or (z) shall be a Majority Decision to the extent the
same is expressly required (or the Property Owner shall not have approval rights, in
the case of clause (z)) under an existing lease or if such amendment or modification
is ministerial or otherwise de minimis in nature (or if such tenant improvements are
de minimis in nature, with respect to clause (z));










 



 


	 	(vii)	 	initiate any action, suit, arbitration, or litigation (“Litigation”)
on behalf of the Partnership or any of its Subsidiaries, except any
Litigation initiated in the ordinary course of business or which could
reasonably be expected to result in payment to the Partnership or any of its
Subsidiaries of $100,000 or less;
	 
	 	(viii)	 	settle any Litigation except any Litigation which is covered in full by an
insurance policy which is in effect (other than for any deductible which may
apply) or that shall result in the payment by the Partnership or any of its
Subsidiaries of amounts in excess of $50,000 to the counterparty in such
Litigation;
	 
	 	(ix)	 	settle or adjust any insurance claim or condemnation action
with respect to any single Portfolio Investment that individually or, with
respect to a series of related claims in any Fiscal Year with respect to such
Portfolio Investment, in the aggregate, exceeds $100,000;
	 
	 	(x)	 	approve any audited financial statements of the Partnership;
	 
	 	(xi)	 	object to the determination of, or thereafter approve on
behalf of the Advisory Board, the selection of an independent third party
appraiser to determine, the “Fair Market Value” of any Partnership Asset as
provided in the definition of such term set forth in Section 1.8 of this
Agreement;
	 
	 	(xii)	 	approve the plans and specifications for any single project
for common area improvements with respect to a Portfolio Investment that
would require Capital Expenditures of $100,000 or more;
	 
	 	(xiii)	 	approve any material change to an insurance program, it being acknowledged
and agreed that the insurance program in place as of the date of this
Agreement is acceptable to the Advisory Board;
	 
	 	(xiv)	 	take any action on behalf of any Subsidiary of the
Partnership (including a Joint Venture Investment, unless non-discretionary)
which, if taken by the Partnership, would constitute a Majority Decision; or
	 
	 	(xv)	 	approve any other matter set forth in this Agreement
requiring majority approval of the Advisory Board Members or the Partners, as
applicable.






	 	(c)	 	All requests for approval of a Partnership Decision shall be made by the
General Partner or any Advisory Board Member in writing and shall be accompanied by
(x) pertinent information regarding such proposed Partnership Decision, and (y) a
description of the Partnership Decision proposed to be taken by the Partnership and
the basis on which the General Partner or Advisory Board Member recommends taking the
proposed Partnership Decision action (a “Consent Notice”). Each Consent Notice shall
also specify the date by which the Advisory Board Members shall respond to such
Consent Notice, which date shall be not less than ten (10) days after delivery thereof
to the Advisory Board. If any Advisory Board Member shall not deliver a written
response to a proposed Partnership Decision prior to the date specified in the Consent
Notice pertaining thereto, then such Advisory Board Member shall be deemed not to have
consented to such Partnership Decision.






	6.4	 	Duties and Conflicts.






	 	(a)	 	The Partners, in connection with their respective duties and responsibilities
hereunder, shall at all times act in good faith and, except as expressly set forth
herein, any decision or exercise of right of approval, consent, disapproval or
deferral of approval by a Partner is to be made by such Partner pursuant to the terms
of this Agreement in good faith. Except for reimbursement of the General Partner’s
expenses pursuant to and in accordance with the terms of this Agreement, or as
otherwise agreed to in writing by the Partners, no Partner or any partner, officer,
shareholder or employee of any Partner shall receive any salary or other remuneration
for its services rendered pursuant to this Agreement.










 



 








	 	(b)	 	Subject to the terms of Article VII, each Partner recognizes that the Partners
have or may have other business interests, activities and investments, some of which
may be in conflict or competition with the business of the Partnership (or any of its
Subsidiaries) and that the other Partners are entitled to carry on such other business
interests, activities and investments. No Limited Partner shall be obligated to devote
all or any particular part of its time and effort to the Partnership and its affairs.
	 
	 	(c)	 	Except as set out in Article VII, any Partner or Affiliate thereof may engage
in or possess an interest in any other business ventures of any nature or description,
independently or with others, similar or dissimilar to the business of the Partnership
(or any of its Subsidiaries), and neither the Partnership (nor any of its
Subsidiaries) nor any Partner shall have any rights by virtue of this Agreement or the
relationship created hereby in or to any other ventures or activities engaged in by
any Partner or Affiliate thereof, or to the income or proceeds derived therefrom, and
the pursuit of such ventures or activities by any Partner or its Affiliate shall not
be deemed wrongful or improper, even to the extent the same are competitive with the
business activities of the Partnership (or any of its Subsidiaries). Except as set out
in Article VII, no Partner or Affiliate thereof shall be obligated to present any
particular investment opportunity to the Partnership (or any of its Subsidiaries) even
if such opportunity is of a character which, if presented to the Partnership (or any
of its Subsidiaries), could be taken by the Partnership (or any of its Subsidiaries),
and except as set out in Article VII, any Partner or Affiliate thereof shall have the
right to take for its own account (individually or as a partner, partner or fiduciary)
or to recommend to others any such particular investment opportunity.






	6.5	 	Partnership Counsel.





          To the extent that the General Partner deems necessary, the Partnership shall retain one or
more law firms to be the Partnership’s legal counsel (the “Partnership Counsel”). The fees and
expenses of the Partnership Counsel shall be a Partnership expense. Nothing herein shall restrict
the Partnership Counsel from acting as counsel to any Partner or any Affiliate of such Partner (at
the expense of such Partner or Affiliate), but Partnership Counsel may not represent such Partner
or any Affiliate of such Partner in any dispute involving any other Partner or the Partnership (or
any of its Subsidiaries).





	6.6	 	Exculpation/Indemnification.






	 	(a)	 	Limited Partners and Advisory Board Members.






	 	(i)	 	Under the laws of the State of Delaware, to the extent that,
at law or in equity, any Limited Partner has any duties (including, without
limitation, fiduciary duties) and liabilities relating thereto to the
Partnership or to the other Partners, such duties are hereby waived and
eliminated and superceded by the provisions of this Agreement.
	 
	 	(ii)	 	No Limited Partner shall be liable to the Partnership or to
any other Partner for any act performed or omitted to be performed by it on
behalf of the Partnership (or any of its Subsidiaries) provided such act or
omission was taken in good faith, and did not constitute fraud, gross
negligence or willful misconduct (including, without limitation, an
intentional material breach of the terms of this Agreement).
	 
	 	(iii)	 	The Limited Partners shall be indemnified, defended and held
harmless by the Partnership from and against any and all expenses (including
reasonable attorneys’ fees), losses, damages, liabilities, charges and claims
of any kind or nature whatsoever including the cost of seeking to enforce this
indemnification right (collectively “Indemnified Losses”), incurred by them in
their capacities as Limited Partners, arising out of or incidental to any act
performed or omitted to be performed by any one or more of the Limited
Partners in good faith in their capacities as Limited Partners and/or in
connection with the business of the Partnership (or any of its Subsidiaries),
including any act or omission constituting ordinary negligence of such Limited
Partners, provided that such act or omission did not constitute fraud, gross
negligence or willful misconduct (including, without limitation, an
intentional material breach of the terms of this Agreement).










 



 


	 	(iv)	 	The Partnership and the other Partners shall be indemnified and held harmless
by each Limited Partner from and against any and all Indemnified Losses arising out of
or incidental to any act or omission taken in bad faith by such Limited Partner, or
any fraudulent act, gross negligence, or willful misconduct (including, without
limitation, an intentional material breach of the terms of this Agreement) performed
or committed by such Limited Partner.
	 
	 	(v)	 	No Advisory Board Member, nor the Limited Partner such Advisory Board Member
represents, nor any other Protected Person, shall be liable to any Partner or the
Partnership by virtue of such Advisory Board Member acting as an “Advisory Board
Member” hereunder, and each of the foregoing Persons shall be indemnified, defended
and held harmless by the Partnership from and against any and all Indemnified Losses
incurred by them by virtue of such Advisory Board Member acting as an “Advisory Board
Member” hereunder; provided, notwithstanding the foregoing, that the Limited Partner
represented by an Advisory Board Member shall be liable for any fraudulent act, gross
negligence or willful misconduct (including, without limitation, an intentional
material breach of the terms of this Agreement) performed or committed by such
Advisory Board Member. Under the laws of the State of Delaware, to the extent that, at
law or in equity, the Advisory Board Members have any duties (including fiduciary
duties) and liabilities relating thereto to the Partnership or to the Partners, such
duties are hereby eliminated to the fullest extent permitted under such laws.






	 	(b)	 	General Partner.






	 	(i)	 	Under the laws of the State of Delaware, to the extent that, at law or in
equity, the General Partner has any duties (including, without limitation, fiduciary
duties) and liabilities relating thereto to the Partnership or to the other Partners,
such duties are hereby waived and eliminated and superceded by the provisions of this
Agreement.
	 
	 	(ii)	 	The General Partner shall not be liable to the Partnership or to any Limited
Partner for any act performed or omitted to be performed by it on behalf of the
Partnership (or any of its Subsidiaries) provided such act or omission was taken in
good faith, and did not constitute fraud, gross negligence or willful misconduct
(including, without limitation, an intentional material breach of the terms of this
Agreement).
	 
	 	(iii)	 	The General Partner shall be indemnified, defended and held harmless by the
Partnership from and against any and all Indemnified Losses incurred by it in its
capacity as a General Partner, arising out of or incidental to any act performed or
omitted to be performed by it in good faith in its capacity as the General Partner
and/or in connection with the business of the Partnership (or any of its Subsidiaries)
including, without limitation, any act or omission constituting ordinary negligence of
the General Partner, provided that such act or omission did not constitute fraud,
gross negligence or willful misconduct (including, without limitation, an intentional
material breach of the terms of this Agreement).
	 
	 	(iv)	 	The General Partner shall indemnify each Limited Partner and the Partnership
(each, and “Indemnified Party”), for any Indemnified Losses resulting from any
fraudulent act, gross negligence and/or willful misconduct (including, without
limitation, an intentional material breach of the terms of this Agreement) by the
General Partner.






	 	(c)	 	General.






	 	(i)	 	All indemnification obligations under this Agreement shall also run to the
benefit of any Affiliate of any Partner or any principal, partner, member, manager,
shareholder, controlling person, officer, director, agent or employee of any of the
aforesaid Persons (each of the foregoing a “Protected Person”).










 



 


	 	(ii)	 	The Partnership shall promptly reimburse (or advance, to the extent
reasonably requested by a Protected Person other than in connection with
Indemnified Losses resulting from claims made by the Partnership or any
Partner) each Protected Person for reasonable legal or other expenses (as
incurred) of each Protected Person in connection with investigating, preparing
to defend or defending any claim, lawsuit or other proceeding relating to any
Indemnified Losses for which the Protected Person may be indemnified pursuant
to Section 6.6(a) or 6.6(b), as applicable; provided, that such Protected
Person executes a written undertaking to repay the Partnership for such
reimbursed or advanced expenses if it is finally judicially determined that
such Protected Person is not entitled to the indemnification provided by
Section 6.6(a) or 6.6(b), as applicable.
	 
	 	(iii)	 	The provisions of this Section 6.6 shall continue to afford
protection to each Protected Person regardless of whether such Protected
Person remains in the position or capacity pursuant to which such Protected
Person became entitled to indemnification under this Section 6.6 and
regardless of any subsequent amendment to or termination of this Agreement.






	 	(d)	 	The provisions of this Section 6.6 shall survive a termination of this
Agreement.






	6.7	 	Cedar LP Obligations






	 	(a)	 	As a material inducement to RioCan to enter into this Agreement, Cedar LP
shall guarantee to RioCan, the payment and performance of the obligations of Cedar GP
under this Agreement.
	 
	 	(b)	 	Cedar LP hereby agrees and acknowledges that it is a primary obligor for the
obligations of Cedar GP hereunder and not merely a surety and hereby absolutely,
irrevocably and unconditionally guarantees the full and punctual payment and
performance of such obligations without the necessity for any suit or proceeding of
any kind or nature whatsoever brought by the Partnership or any Limited Partner and
without the necessity of any notice or demand to which Cedar LP might otherwise be
entitled (including, without limitation, diligence, presentment, notice of maturity,
extension of time, change in nature or form of Cedar LP or the obligations, acceptance
of security, release of security, imposition or agreement arrived at as to the amount
of or the terms of the obligations, notice of adverse change in Cedar LP’s financial
condition an any other fact which might materially increase the risk to Cedar LP).
	 
	 	(c)	 	The provisions of this Section 6.7 shall solely be for the benefit of RioCan
and shall not confer upon any creditor or other third party having dealings with the
Partnership or any of its Subsidiaries any right, claim or other benefit.
	 
	 	(d)	 	The provisions of this Section 6.7 shall survive a termination of this Agreement.






	6.8	 	Transactions with Partners or Affiliates.






	 	(a)	 	Neither the Partnership nor any of it Subsidiaries may enter into any
transaction with any Partner or any of its Affiliates (each, a “Related Party
Transaction”), without first obtaining the unanimous written consent of the Advisory
Board and satisfying the remaining requirements of this Section 6.8.
	 
	 	(b)	 	No Related Party Transaction between the Partnership or any of its
Subsidiaries on the one hand and any Partner or any Affiliate of any Partner (each, a
“Related Party”) on the other hand shall be void or voidable solely by reason of such
relationship. The entering into of any Related Party Transaction by the Partnership or
any of its Subsidiaries shall not subject the participating Related Party or any of
its Affiliates, or their respective officers, directors, managers, partners or
stockholders to liability to the Partnership, any of its Subsidiaries or any Partner
if all of the material facts as to the Related Party Transaction and the nature of any
conflict of interest are disclosed or are known to the Advisory Board Members prior to
entering into the Related Party Transaction. In furtherance of the foregoing, the
Partners










 



 


	 	 	 	acknowledge and agree that Cedar Operating Partnership or an affiliate
of Cedar Operating Partnersip, as determined by Cedar GP (provided such affiliate
is directly or indirectly wholly-owned by Cedar Operating Partnership or CSCI and
generally manages the other properties directly or indirectly owned by Cedar
Operating Partnership) shall act as Property Manager for each Portfolio Investments
pursuant to a Property Management Agreement substantially in the form attached
hereto as Exhibit A, and the foregoing Related Party Transactions shall not require
the consent of the Advisory Board for so long as Cedar GP remains the General
Partner. In the event of a default under a Related Party Transaction between the
Partnership and any of the Cedar Partners or any Affiliate or permitted assignee
thereof, RioCan shall have the right to enforce the terms of such Related Party
Transaction on behalf of the Partnership. In the event that any of the Property
Management Agreements with respect to which Cedar Operating Partnership or its
Affiliate is the Property Manager is terminated, with respect to any decision to
enter into a replacement Property Management Agreement the following procedure
shall govern:






	 	(i)	 	RioCan shall forthwith submit to the Cedar Partners the
names of at least three (3) property managers (the “Nominees”) each of whom
is at arm’s length to RioCan, and is an experienced operator of properties
similar to the Portfolio Investments, and the market terms and conditions on
which each of the Nominees is prepared to manage the Portfolio Investments
(the “Proposed Terms”); and
	 
	 	(ii)	 	Cedar shall consider, in good faith acting reasonably, the
Nominees and the Proposed Terms and within ten (10) Business Days after
RioCan has submitted the names of the Nominees and their respective Proposed
Terms, Cedar shall notify RioCan which one of the Nominees it has selected.
All selections made in this regard shall be binding upon the Partners.






	6.9	 	Rights of the Limited Partners.





          Except as otherwise expressly provided in this Agreement, neither the Advisory Board nor the
Limited Partners shall take part in the management or control of the business of the Partnership
(or any of its Subsidiaries) or transact any business for or in the name of the Partnership (or any
of its Subsidiaries), nor shall any Advisory Board Member or Limited Partner have the power to sign
for or bind the Partnership (or any of its Subsidiaries). Except as otherwise expressly provided
herein, any exercise by the Advisory Board or the Limited Partners of their rights under this
Agreement shall be deemed to be an action affecting the agreement among the Partners and not an
action affecting the management or control of the business of the Partnership (or any of its
Subsidiaries).





	6.10	 	Expenses.





          The General Partner shall be reimbursed for all of its reasonable and actual out-of-pocket
expenses (not including any general office overhead) in accordance with the terms of this Agreement
and the Approved Budgets.





	6.11	 	Certain Tax Matters.






	 	(a)	 	Tax Matters Partner. The “Tax Matters Partner” (as such term is
defined in Section 6231(a)(7) of the Code) of the Partnership shall be the General
Partner. The Tax Matters Partner shall cause to be prepared and filed all returns of
the Partnership and each Limited Partner shall take all actions required to authorize
and appoint the General Partner as the party with the sole authority to handle all
tax matters of the Partnership. The provisions of Section 8.3(f) shall govern tax
elections to be made on behalf of the Partnership. The Tax Matters Partner shall
comply with the responsibilities outlined in Sections 6221 through 6233 of the Code
(including the Regulations promulgated thereunder) and shall have all powers
necessary to perform fully in such capacity. The Tax Matters Partner is authorized to
represent the Partnership before taxing authorities and courts in tax matters
affecting the Partnership and the Partners in their capacity as such and shall keep
the Partners informed of any such administrative and judicial proceedings and shall
allow the Limited Partners to participate, at their own expense, in such proceedings;
provided, that the Tax Matters Partner shall have no right to enter into any
settlement agreement or otherwise settle or compromise any matter in










 



 


	 	 	 	its capacity as Tax Matters Partner without the majority consent of the
Advisory Board. The Tax Matters Partner shall be entitled to be reimbursed by the
Partnership for all costs and expenses incurred by it in connection with any
administrative or judicial proceeding affecting tax matters of the Partnership and
the Partners in their capacity as such and to be indemnified by the Partnership
(solely out of Partnership Assets) with respect to any action brought against it in
connection with any judgment in or settlement of any such proceeding (subject to
any limitation on the right to indemnification pursuant to Section 6.6 hereof). Any
Partner who enters into a settlement agreement with respect to any Partnership item
shall notify the Tax Matters Partner of such settlement agreement and its terms
within thirty (30) days after the date of settlement. The Tax Matters Partner shall
also manage audits of the Partnership conducted by the Internal Revenue Service or
any other taxing authority pursuant to the audit procedures under the Code and the
Treasury Regulations promulgated thereunder or other applicable law. This provision
shall survive any termination of this Agreement.






	 	(b)	 	Classification as a Partnership. The parties hereto intend the
Partnership be classified as a partnership for United States federal, state and local
income tax purposes effective as of the date of this Agreement. No Partner shall elect
to have the Partnership classified as an association taxable as a corporation for
United States federal income tax purposes pursuant to Regulations Section 301.7701-3.
The Tax Matters Partner shall, for and on behalf of the Partnership, take all steps as
may be required to maintain the Partnership’s classification as a partnership for
United States federal income tax purposes, including, if necessary, affirmatively
filing Internal Revenue Service Form 8832 no later than seventy-five (75) days after
the effective date of this Agreement. By executing this Agreement, each of the parties
hereto consents to the authority of the Tax Matters Partner to make any such election
and shall cooperate in the making of such election (including providing consents and
other authorizations that may be required).
	 
	 	(c)	 	Tax Election. The Partners shall take all actions necessary to cause
the REIT to be qualified, operated and maintained as a real estate investment trust
for federal, state and, if applicable, local income tax purposes.
	 
	 	(d)	 	Transparent Entities. The General Partner will use commercially
reasonable efforts to cause Portfolio Investments to be owned through entities that
are treated as “transparent” for Canadian tax purposes, provided that the use of such
entities does not have an adverse impact on the ability of either CSCI or the REIT to
qualify as a real estate investment trust under the Code, and provided, further, that
the General Partner’s obligation under this Section 6.11(d) shall be deemed satisfied
with respect to any transaction structure that has been approved by the Advisory
Board.





ARTICLE VII

INVESTMENT OPPORTUNITIES; NONCOMPETITION AND NONSOLICITATION





	7.1	 	Investment Opportunities.






	 	(a)	 	Notwithstanding anything to the contrary contained in this Agreement, during
the Investment Period, if any opportunity to acquire a freehold, leasehold or indirect
ownership interest (i.e., through the purchase of the ownership interests in a
property owning entity or its direct or indirect owners) with respect to a Target
Investment is identified by, presented or offered to any Partner or any of its
Restricted Parties, that such Person desires to pursue, such Partner shall provide
notice of such proposed investment to the other Partners and the Advisory Board and
such investment shall be offered to the other Partners for investment by the
Partnership as a Portfolio Investment in accordance with subsection (b) below. For the
purposes of this subsection (a), “Target Investment” means a potential Portfolio
Investment that is: (i) primarily a supermarket-anchored retail property or other
retail-anchored property; (ii) comprised of at least 50,000 square feet of gross
leaseable area, provided that this subparagraph (ii) shall not apply to any
supermarket-anchored retail property; (iii) located in Connecticut, Maryland,
Massachusetts, New Jersey, New York, Pennsylvania or Virginia; and (iv) not part of a
larger portfolio primarily comprised of real estate properties that include










 



 


	 	 	 	properties that are not in one of the States listed in subparagraph (iii) above;
provided however, except for the redevelopment of existing supermarket-anchored or
other retail-anchored properties, a Target Investment for purposes of this Section 7.1 only
shall not include any potential Portfolio Investment that requires ground-up construction
of substantially all of the improvements to be located on the applicable site. For purposes
of this Agreement, “Restricted Parties” shall mean (1) with respect to the Cedar Partners
only, CSCI, Cedar Operating Partnership, or any Subsidiary of CSCI or Cedar Operating
Partnership (other than the Partnership and its Subsidiaries), and (3) with respect to
RioCan only, RioCan REIT, RioCan Private REIT, Inc. or any Subsidiary of RioCan REIT or
RioCan Private REIT, Inc. (other than the Partnership and its Subsidiaries);
provided, that “Restricted Parties” shall not include any Subsidiary of CSCI, Cedar
Operating Partnership, RioCan REIT or RioCan Private REIT, Inc. which is a joint venture
existing as of the date of this Agreement pursuant to which CSCI, Cedar Operating
Partnership, RioCan REIT or RioCan Private REIT, Inc., as applicable, does not have the
right, directly or indirectly, to prevent such joint venture from acquiring a Target
Investment or soliciting and hiring employees; and, anything contained herein to the
contrary notwithstanding, in no event shall the provisions of this Section 7.1 apply to any
Target Investment owned as of the date hereof, in whole or in part, directly or indirectly,
by any of CSCI, Cedar Operating Partnership, RioCan REIT or RioCan Private REIT, Inc.
(including, without limitation, if a direct or indirect interest in a Target Investment is
offered to a Restricted Party pursuant to the exercise of a buy/sell, right of first offer,
right of first refusal or similar right provided in the Governing Agreements of any
Subsidiaries of such Persons that are joint ventures). For purposes of Section 7.1 only,
“Subsidiary” shall mean any Subsidiary of the applicable Person that is Controlled or at
least fifty percent (50%) owned, directly or indirectly, by such Person.






	 	(b)	 	Any notice provided pursuant to subparagraph (a) above shall set out the material terms of
the acquisition of the applicable Target Investment then known or in the possession or control
of the party sending the notice (the “Referring Party”). The notice shall include a reasonably
detailed report related to such Target Investment which includes, based upon information then
known or in the possession or control of the Referring Party:






	 	(i)	 	an investment summary containing such details and information regarding the
acquisition of such Target Investment as set out in Exhibit B annexed hereto;
	 
	 	(ii)	 	a good faith estimate of the Initial Real Property Costs to be required in
connection with the acquisition of such Target Investment;
	 
	 	(iii)	 	a copy of the agreement of purchase and sale (if available), the letter of
intent (if applicable), and/or the basic terms and conditions (or permitted parameters
of terms and conditions) respecting a proposed offer to be made or agreement of
purchase and sale to be entered into in connection with the acquisition of such Target
Investment ;
	 
	 	(iv)	 	a development pro-forma (if applicable) and valuation and returns analysis
of such Target Investment, including an ARGUS report (if applicable);
	 
	 	(v)	 	a summary of material terms of any proposed financing with respect to the
acquisition of such Target Investment, if any, including the status of discussions
with respect thereto;
	 
	 	(vi)	 	copies of building condition reports and environmental reports (if
available) with respect to such Target Investment; and
	 
	 	(vii)	 	a list of properties which are directly or indirectly owned or managed by
the Referring Party or any of its Restricted Parties which may compete with the
Target Investment or would otherwise trigger the restrictions set forth in Section
7.2(a).






	 	(c)	 	The party receiving the notice provided for in subsection (a) (in each case, the “Receiving
Party”) shall have (i) fifteen (15) days from receipt of such notice, in the case of a Target
Investment which has an estimated purchase price which is below $15,000,000 as set out in










 



 


	 	 	 	such notice or (ii) thirty (30) days from receipt of such notice, in the
case of a Target Investment with an estimated purchase price of $15,000,000 or
more as set out in such notice, to elect pursuant to a written notice delivered to
the other Partners to cause the Partnership (through one of its Subsidiaries) to
acquire such Target Investment. Any failure by the Receiving Party to make such
election in writing as and when required in this subsection (c) shall constitute a
rejection of such Target Investment.






	 	(d)	 	During the period of time referred in subsection (c), the Partners will
cause their Advisory Board Members to be available to meet at mutually convenient
times to discuss the applicable Target Investment. In addition to the information to
be provided with the aforesaid notice, the Referring Party shall provide such
additional information as may be reasonably requested by the Receiving Party in
connection with the applicable Target Investment as shall be in the possession or
control of the Referring Party at such time. Any assumptions, analyses and
conclusions contained in the reports provided pursuant to subsection (b) shall be
without representation or warranty by the Referring Party including, without
limitation, any representation or warranty with respect to the realization of
incremental value with respect to such Target Investment.
	 
	 	(e)	 	If the Receiving Party approves a Target Investment within the period of
time provided in subsection (c) above, the General Partner shall proceed to cause
such Target Investment to be acquired by the Partnership (through one of its
Subsidiaries) in accordance with the Approved Investment Structure, provided that (i)
the acquisition shall be on terms and conditions materially the same as (or more
favorable to the Partnership or its applicable Subsidiary than) those contained in
the notice provided for in subsection (a); (ii) all reports of consultants (including
environmental, audits and building condition reports) will be provided to the
Advisory Board; and (iii) the Partnership (or its applicable Subsidiary) will not
proceed to waive any material conditions to its obligation to acquire the applicable
Target Investment unless same are approved by a majority of the Advisory Board.
	 
	 	(f)	 	If the Receiving Party rejects (or is deemed to have rejected in accordance
with subsection (c)) any Target Investment, the Referring Party shall have the right
to pursue the acquisition of such Target Investment alone or with any other third
party; provided that (i) if the terms of any such acquistion become more
favorable to the Referring Party in any material respect than those previously
disclosed pursuant to the notice provided for in subsection (a), the Referring Party
shall be obliged to deliver another notice to the Receiving Party disclosing the terms
of such acquisition in accordance with the provisions of this Section 7.1 and each
Partner shall comply again with such provisions, and (ii) such investment complies
with the requirements of Section 7.2.






	7.2	 	Noncompetition.






	 	(a)	 	During the Investment Period, each of the Partners agrees, except as
otherwise provided herein, not to (and not permit any of its Restricted Parties to),
directly or indirectly, within three (3) miles in any direction on any road, street,
highway, freeway or other public or private thoroughfare fronting, adjacent, parallel
to or providing access to or from each respective Portfolio Investment, own any
interest in, manage, operate, develop or control any Target Investment (including,
without limitation, any Target Investment to be developed or redeveloped, but
excluding any Target Investment that will be included in a portfolio acquisition if
such Target Investment constitutes less than ten percent (10%) of the gross leasable
area of the entire portfolio and such portfolio acquisition includes not more
than two (2) Target Investments). The Partners further acknowledge and agree that the
prohibition on ownership of Target Investments described herein shall not constitute,
and shall not be construed to constitute, a prohibition on any Person’s
non-controlling ownership of stock in any publicly traded companies listed on any
national stock exchange.
	 
	 	(b)	 	Each of the Partners acknowledges and agrees that (i) the other Partners
would not have agreed to acquire the Portfolio Investments by and through the
Partnership and its Subsidiaries without the provisions of this Section 7.2 and each
and every provision in this Section 7.2, including without limitation the provisions
of subsection (c) below, and (ii) the










 



 


	 	 	 	foregoing territorial and time limitations and restrictive covenants are
reasonable and properly required for the adequate protection of the business and
affairs of the Partnership and its Subsidiaries, and in the event any such
territorial or time limitation is found to be unreasonable by a court of competent
jurisdiction, each of the Partners agrees and submits to the reduction of either
said territorial or time limitation or both, to such an area or period as the court
may determine to be reasonable.






	 	(c)	 	Each of the Partners acknowledges that the Partnership and/or its
Subsidiaries will suffer damages incapable of ascertainment in the event that any of
the provisions of Section 7.2(a) hereof are breached and that Partnership and/or its
Subsidiaries will be irreparably damaged in the event that the provisions of Section
7.2(a) are not enforced. Therefore, should any dispute arise with respect to the
breach or threatened breach of Section 7.2(a), each of the Partners agrees and
consents, that in addition to any and all other remedies available to the Partnership
or its Subsidiaries, an injunction or restraining order or other equitable relief may
be issued or ordered by a court of competent jurisdiction restraining any breach or
threatened breach of Section 7.2(a). Each of the Partners agrees not to assert in any
such action that an adequate remedy exists at law. All expenses, including, without
limitation, reasonable attorney’s fees and expenses incurred in connection with any
legal proceeding arising as a result of a breach or threatened breach of Section
7.2(a) shall be borne by the losing party to the fullest extent permitted by law and
the losing party hereby agrees to indemnify and hold the other party harmless from and
against all such expenses.






	7.3	 	Nonsolicitation.






	 	(a)	 	During the Term, no Partner shall, and each Partner shall cause their
respective Restricted Parties not to, without the prior written consent of the other
Partners, directly or indirectly, solicit to hire (or cause to leave the employ of
such Partner or its Restricted Parties) any employee of such Partner or its Restricted
Parties unless such Person ceased to be an employee of such Partner or its Restricted
Parties due to such Partner’s or such Restricted Parties’ termination of such Person,
or, in the case of such Person’s voluntary termination of employment with such Partner
or its Restricted Parties, at least six (6) months has elapsed since such Person’s
voluntary termination; provided, however, that nothing in this Section
7.3(a) shall prohibit or restrict any Partner or any of its Restricted Parties from
soliciting or hiring any such employee pursuant to any general solicitation. In
addition, no Partner shall, and each Partner shall cause their respective Restricted
Parties not to, directly, or indirectly, during the Term, call on, solicit or service
any tenant, subtenant, landlord, licensee, licensor or other business relation of the
Partnership or any of its Subsidiaries in order to induce or attempt to induce such
Person to (x) cease doing business with the Partnership or any of its Subsidiaries or
(y) deal with any competitor of the Partnership or any of its Subsidiaries.
	 
	 	(b)	 	Each of the Partners acknowledges that the Partnership and/or its
Subsidiaries will suffer damages incapable of ascertainment in the event that any of
the provisions of Section 7.3(a) hereof are breached and that Partnership and/or its
Subsidiaries will be irreparably damaged in the event that the provisions of Section
7.3(a) are not enforced. Therefore, should any dispute arise with respect to the
breach or threatened breach of Section 7.3(a), each of the Partners agrees and
consents, that in addition to any and all other remedies available to the Partnership
or its Subsidiaries, an injunction or restraining order or other equitable relief may
be issued or ordered by a court of competent jurisdiction restraining any breach or
threatened breach of Section 7.3(a). Each of the Partners agrees not to assert in any
such action that an adequate remedy exists at law. All expenses, including, without
limitation, reasonable attorney’s fees and expenses incurred in connection with any
legal proceeding arising as a result of a breach or threatened breach of Section
7.3(a) shall be borne by the losing party to the fullest extent permitted by law and
the losing party hereby agrees to indemnify and hold the other party harmless from and
against all such expenses.





ARTICLE VIII

BOOKS AND RECORDS, REPORTS TO PARTNERS





	8.1	 	Bank Accounts.






 











 





 




          Subject to Section 6.3, the General Partner shall have authority to open bank accounts
and designate signatories with respect thereto on behalf of the Partnership or any of its
Subsidiaries as it shall deem necessary or desirable for the conduct of Partnership’s or any of
its Subsidiaries’ business. One or more individuals designated by the General Partner, from time
to time, shall at all times be designated signatories with respect to such bank accounts. The
funds of the Partnership and each of its Subsidiaries shall not be commingled with any other
funds.




	8.2	 	Books of Account.





          The Partnership shall keep books of account and records showing the assets and liabilities,
operations, transactions and financial condition of the Partnership, its Subsidiaries and the
Portfolio Investments on an accrual basis in accordance with GAAP. The books of account and records
of the Partnership, its Subsidiaries and the Portfolio Investments shall at all times be maintained
at the principal office of the Partnership. All such books of account and records may be inspected,
copied and audited (including, without limitation, internal control testing) by any Partner, its
designees or representatives from time to time upon reasonable prior written notice to the General
Partner at the office of the Partnership. The General Partner will consult the Limited Partners on
all accounting policies and shall, as soon as possible, advise the Limited Partners in writing in
advance of any proposed material change. The General Partner will provide to a Limited Partner,
upon request, a description of its principal internal controls and results of testing as they
relate to the Portfolio Investments and such other matters relating to internal controls as such
Limited Partner may reasonably request from time to time.




	8.3	 	Audit and Reports.






	 	(a)	 	Operating Statements. The General Partner shall, as a Partnership
expense, at least once every calendar year have the Partnership’s books and records
audited by the Accountant. A copy of the annual audited financial statements of the
Partnership shall be submitted, promptly after completion, to all Partners and shall
include:






	 	(i)	 	a balance sheet;
	 
	 	(ii)	 	a statement of the income for such year;
	 
	 	(iii)	 	a statement of cash flows;
	 
	 	(iv)	 	a statement of each Partner’s Capital Account, including
such Partner’s allocations and share of Profits, Losses and Regulatory
Allocations pursuant to Section 5.2(a)(viii); and
	 
	 	(v)	 	all notes to the financial statements; and
	 
	 	(vi)	 	supplemental unaudited consolidating statements of income and balance
sheets.






	 	 	 	The General Partner shall cause such submission to occur not later than ninety (90)
days after the end of each Fiscal Year. Each of the items described in clauses (i)
through (vi) above shall be prepared in accordance with GAAP. All financial
information required to be provided to the Partners or otherwise required hereunder
shall be compiled in U.S. Dollars. The Cedar Partners acknowledge that RioCan and
its shareholders will be subject to IFRS commencing January 1, 2011 with retroactive
impact to January 1, 2010. Consequently, periodic third party appraisals may be
necessitated and the General Partner will cause the Property Manager to oversee such
process; provided that RioCan shall bear the cost of any appraisals not required
under any Financing and any audit expenses in connection therewith, if applicable.
In addition, the Cedar Partners will make all reasonable efforts to provide RioCan
with the information it requires in connection with the conversion to IFRS.
	 
	 	(b)	 	Tax Information. Within forty (40) days following the end of the
Fiscal Year of the Partnership, the General Partner shall, as a Partnership expense,
furnish each Partner with











 



 



	 	 	 	copies of the Partnership’s federal partnership Return of Income and other income tax
returns, together with each Partner’s Schedule K-1 or analogous schedule, in draft form
which returns shall be signed by the chief financial officer of Cedar Shopping Centers
Inc., if Cedar GP is the Tax Matters Partner. The General Partner shall also provide such
other information reasonably requested by a Partner to assist the Partner in preparing its
tax returns.
	 
	 	(c)	 	Quarterly Reports. Within thirty (30) days after the end of each quarter of each
Fiscal Year, the General Partner shall cause to be prepared and made available to each Limited
Partner through the General Partner’s web site:






	 	(i)	 	unaudited financial information for the Partnership, including a complete set of
financial statements comprising a balance sheet, income statement, cash flow
statement and statement of partner’s capital and consolidating statements of
income and balance sheets;
	 
	 	(ii)	 	reports for each Portfolio Investment prepared on GAAP basis in
accordance with the Property Management Agreement, Section 10; and
	 
	 	(iii)	 	an internal control certificate signed by the chief financial officer
of Cedar Shopping Centers Inc., if Cedar GP is the General Partner.






	 	(d)	 	Partnership Records. The General Partner hereby agrees (a) to cause the Partnership
to preserve all financial and accounting records pertaining to the Partnership during the Term
and for six (6) years thereafter (in electronic form, at the General Partner’s election), (b)
to prepare its financial statements in accordance with GAAP, (c) to not take or fail to take
any action that would cause the auditor’s report of such statements to include any
qualifications due to scope of limitations, lack of sufficient component evidential matter, or
a departure from GAAP, and (d) that the following items shall be included with the package of
information containing the audited financial statements: (i) a schedule of all Partners, (ii)
the annual independent auditor’s statement, (iii) any management representation letter that
the General Partner provides to its auditors in connection with the preparation of the
Partnership’s financial statements, and (iv) schedule of unadjusted errors.
	 
	 	(e)	 	Tax Returns. The General Partner shall, as a Partnership expense, use commercially
reasonable efforts to cause to be filed all tax returns related to the Partnership, its
Subsidiaries and each Portfolio Investment in a timely manner. The General Partner shall use
commercially reasonable efforts to provide the Limited Partners with drafts of all tax returns
thirty (30) days prior to the date such returns are filed. Each of the Partners shall promptly
provide to the General Partner such information as may be in its possession as shall be
necessary or appropriate for the preparation of such returns. The Limited Partners shall have
no obligation to deliver any document or other instrument to the General Partner or to any
other party except to the extent that such document or instrument is otherwise publicly
available, and in no event shall any Limited Partner have any obligation to execute any
agreement, certificate or other document unless the same is in a form reasonably acceptable to
such Limited Partner. No later than forty (40) days after the end of each Fiscal Year of the
Partnership, the Partnership shall, as a Partnership expense, furnish the Partners with all
necessary tax reporting information required by the Partners for the preparation of their
respective federal, state and local income tax returns, including each Partner’s pro rata
share of income, gain, loss, deductions and credits for such Fiscal Year. The General Partner
shall supervise the Accountant in the preparation of the Partnership’s tax returns, the cost
of which shall be a Partnership expense.
	 
	 	(f)	 	Elections. Except as otherwise provided in this Agreement, all decisions as to
accounting principles, whether for the Partnership’s books or for income tax purposes (and
such decisions may be different for each such purpose) and all elections available to the
Partnership under applicable tax law, shall be made by the Tax Matters Partner (subject to
approval by the Advisory Board with respect to any such decision or election that would have a
disproportionate material adverse effect on RioCan). Upon the request of any Partner in
connection with the transfer of all or part of such Partner’s Interest, the Partnership shall
make an election under Code Section 754. The General Partner shall not elect to have the










 



 


	 	 	 	Partnership classified as an association taxable as a corporation for federal
income tax purposes and shall take any steps required to maintain the Partnership’s
classification as a partnership for such purposes.
	 
	 	(g)	 	Internal Reports. The Cedar Partners shall, at no cost or expense to the Cedar
Partners,
cooperate with RioCan in good faith in connection with the preparation of internal
reports required to be prepared by or on behalf of RioCan or RioCan REIT,
including providing readily available information to RioCan in connection
therewith.
	 
	 	(h)	 	Portfolio Investments. As soon as reasonably practicable after the consummation
of the
acquisition of a Portfolio Investment other than an Initial Property (taking into
account the time reasonably necessary to record the closing of a transaction in the
appropriate registry(s), as applicable), but in any event not more than thirty (30)
days after such acquisition, the General Partner will deliver to the Limited
Partners a letter prepared by the General Partner, that (i) states that the
transaction has been completed, (ii) lists the amount of dollars that were
transferred to the seller of the Portfolio Investment, (iii) contains a sources and
uses chart detailing how invested capital was obtained and applied and (iv) states
that title to the Portfolio Investment has transferred to the applicable Subsidiary
of the Partnership.
	 
	 	(i)	 	REIT Compliance. The General Partner will (i) monitor the compliance of the
REIT with the
rules governing “real estate investment trusts” as provided in Section 856 of the
Code (the “REIT Rules”) and (ii) provide quarterly reporting to the Limited
Partners, within thirty (30) days after the end of each quarter, regarding the
REIT’s compliance with the REIT Rules.
	 
	 	(j)	 	RioCan’s Reporting Expenses. Notwithstanding anything to the contrary contained
in this
Agreement, if RioCan shall request additional information or materials that are not
readily available to the General Partner, or the preparation of additional reports
not customarily prepared by the General Partner or the Property Manager (if and to
the extent it is an Affiliate of the General Partner), the reasonable cost and
expense of providing such information, materials and reports shall be paid by RioCan
promptly following demand. The provisions of this Section 8.3(j) shall only apply to
supplemental or additional information, materials and reports requested by RioCan,
and not to the specific information, materials and reports expressly required to be
provided under this Agreement.
	 
	 	(k)	 	Audit Procedures. Audit procedures, as agreed upon with RioCan, are required to
be
performed by the Accountant not later than thirty (30) days after the end of each
Fiscal Year so as to allow for the completion of the audit of RioCan REIT’s
financial statements.






	8.4	 	Accountants.





          The General Partner shall cause the Partnership to retain Ernst & Young or any other
recognized and reputable national independent certified public accounting firm selected by the
General Partner to be the accountant and auditor for the Partnership and approved by the Advisory
Board (the “Accountant”). The fees and expenses of the Accountant shall be a Partnership expense.




	8.5	 	Annual Budget.





          The General Partner shall prepare and deliver to the other Partners an annual budget for the
Partnership, each of its Subsidiaries and/or each Portfolio Investment for each Fiscal Year, not
later than ninety (90) days prior to the commencement of each Fiscal Year. All budgets will be
reforecasted on a quarterly basis. Budgeted income will be prepared in accordance with GAAP.




	8.6	 	Accounting Fee.





          The Partnership shall pay to Cedar GP $25,000 per annum fee for each Portfolio Investment
directly or indirectly owned by the Partnership for costs related to the specific reports required
to be produced hereunder and under the Property Management Agreements; provided, that the foregoing
per annum fee payable for each Portfolio Investment owned directly or indirectly by the Partnership
beyond the tenth (10) Portfolio Investment shall be $15,000 per annum in respect each such
Portfolio Investment and in no event shall Cedar GP be entitled to payment of an aggregate amount
under this Section 8.6 in excess of $500,000 per annum.









 



 


ARTICLE
IX

TRANSFER; WITHDRAWAL; REMOVAL OF GENERAL PARTNER





	9.1	 	Transfers Generally.





          Except as otherwise expressly set forth in this Article IX, no Partner may sell, assign,
pledge, transfer, give, hypothecate or otherwise encumber any direct or indirect interest in the
Partnership or any of its Subsidiaries (any such sale, assignment, pledge, transfer, gift,
hypothecation, encumbrance or acquisition being hereinafter referred to as a “Transfer”), without
the prior written consent of all of the other Partners, which may be granted or withheld in the
sole and absolute discretion of such other Partners. For the purposes hereof, “Transfer” shall
include a change in ownership of any Partner. Any Transfer of any direct or indirect interest in
the Partnership or any of its Subsidiaries in contravention of this Article IX shall be null and
void and shall be deemed a material breach of the terms of this Agreement, and the other Partners
shall have all the rights and remedies available under this Agreement and applicable law.
Notwithstanding anything to contrary contained in this Agreement, (x) transfers of direct or
indirect interests in CSCI, Cedar Operating Partnership and RioCan REIT shall be permitted without
the consent of any Partner and without the obligation to comply with the further provisions of this
Article IX, but subject, however, to the rights of Partners in the event of a Change of Control,
and (y) a one time transfer of either (A) forty-nine percent (49%) or a lesser amount of the direct
or indirect interests in RioCan to a single Institutional Investor or (B) RioCan’s entire Interest
to a U.S. entity that is wholly owned and Controlled by RioCan REIT and a single Institutional
Investor and at least fifty-one percent (51%) owned, directly or indirectly, by RioCan REIT and not
more than forty-nine percent (49%) owned, directly or indirectly, by such Institutional Investor,
shall be permitted without the consent of the Cedar Partners, subject to the remaining requirements
of this Article IX and the rights of the Cedar Partners in the event of a Change of Control with
respect to RioCan; provided, that simultaneously with any assignment under the foregoing
clause (B), RioCan shall cause such U.S. entity to assume all of the obligations of RioCan under
the Purchase and Sale Agreement (including, without limitation, the obligation to pay the Earn-Out
Proceeds (as defined therein) to Cedar Operating Partnership as and when required thereunder)
pursuant to an assumption agreement reasonably satisfactory to the Cedar Partners.




	9.2	 	Succession by Operation of Law/Prorations/Cooperation.





          If any direct or indirect interest in the Partnership or any of its Subsidiaries is
Transferred or proposed to be Transferred pursuant to this Article IX, the parties hereto agree to
reasonably cooperate with each other in good faith to structure such Transfer to avoid or minimize
transfer fees to lenders and any transfer, deed or similar taxes due in connection therewith and,
if so desired, to avoid termination of the Partnership for Federal income tax purposes. All
expenses of the Partnership, including transfer taxes (if any), legal, accounting and general audit
expenses, occasioned by the sale, assignment or transfer by a Partner of any direct or indirect
interest in the Partnership or any of its Subsidiaries or the death, insanity, incompetence or
Bankruptcy of a Partner, shall be paid by such Partner or, as applicable, by the transferee of such
direct or indirect interest, promptly upon demand thereof, as a condition to the effectiveness of
such Transfer.




	9.3	 	General Conditions Applicable to Transfers.






	 	(a)	 	Notwithstanding anything in this Agreement to the contrary (including but not limited
to any
of the other sections of this Article IX), except as set forth in clause (x) of
Section 9.1, in no event shall (i) any Transfer be made, recognized or consented to
by the Partners or deemed effective unless such Transfer will not constitute or
result in a material violation or default under any Financing Document or (ii) any
direct or indirect interest in the Partnership or any of its Subsidiaries be
Transferred to a Person who is the subject of any pending bankruptcy proceedings, or
to an individual Person who is a minor or who otherwise lacks legal capacity, and
any attempt to effect a Transfer to such a Person shall be void and of no effect and
shall not bind the Partnership or (iii) any direct or indirect interest in the
Partnership or any of its Subsidiaries be Transferred to a Person (A) named on any
list of Persons and governments issued by OFAC pursuant to Executive Order 13224, as
in effect on the date hereof, or any similar lists publicly issued by OFAC or any
other department or agency of the United States of America (“OFAC Lists”), (B)
included in, owned by, controlled by, knowingly acting for or on behalf of,
knowingly providing assistance, support, sponsorship, or services of any kind to, or
otherwise knowingly associated with any of the Persons referred to or described in
the OFAC Lists, or (C) who has knowingly conducted business with or knowingly
engaged in










 



 


	 	 	 	any transaction with any Person named on any of the OFAC Lists.
	 
	 	(b)	 	In the event that any filing, application, approval or consent is required
in connection with any Transfer, whether by any Governmental Authority or other
third-party, the transferring Partner shall promptly make such filing or application
or obtain such approval or consent, at its sole expense.
	 
	 	(c)	 	Notwithstanding anything to the contrary contained in this Agreement, each
Partner shall be an entity organized under the laws of the United States.
	 
	 	(d)	 	Notwithstanding anything to the contrary contained in this Agreement
(including but not limited to the other sections of this Article IX), no Transfer of
all or any portion of any Partner’s Interest shall be binding upon the other Partners
or the Partnership, and the Partnership shall be entitled to treat the record owner of
any Interest as the absolute owner thereof in all respects, unless and until (i) true
copies of the instruments of transfer executed and delivered pursuant to or in
connection with such Transfer shall have been delivered to the General Partner, (ii)
the transferee shall have delivered to the General Partner an executed and
acknowledged assumption agreement pursuant to which the transferee assumes all the
obligations of the transferor arising and accruing from and after the date of such
Transfer under, and agrees to be bound by all the provisions of, this Agreement, (iii)
the transferee shall have executed, acknowledged and delivered any instruments
required under any applicable laws to effect such Transfer and, if applicable, its
admission to the Partnership, and (iv) the transferee shall have executed and
delivered such other instruments, documents and agreements reasonably required by the
General Partner in connection with such Transfer which are consistent with the other
terms hereof including, without limitation, a favorable opinion of counsel reasonably
satisfactory to General Partner that such Transfer shall not constitute a violation of
the Securities Act of 1933, as amended, or of any law or statute of any state and
shall have no materially adverse federal income tax impact on the Partnership. Upon
compliance with the provisions of this Section 9.3(d) any Person who acquires an
Interest in a transaction permitted by this Article IX shall, unless otherwise
provided in this Agreement, be admitted as a Partner. Except as otherwise set forth
herein, upon the execution and delivery of such assumption agreement, the transferor
shall have no further obligation hereunder after the date of the Transfer except that
the transferor shall remain primarily liable for all accrued obligations (as of the
date of Transfer) of the transferor under this Agreement, notwithstanding any Transfer
pursuant to this Article IX.
	 
	 	(e)	 	Except as otherwise expressly provided herein, all reasonable costs and
expenses incurred by the Partnership in connection with any Transfer of an Interest
and, if applicable, the admission of a Person as a Partner hereunder, shall be paid by
the transferor. Upon compliance with all provisions hereof applicable to any
transferee of an Interest becoming a Partner, all Partners hereby agree to execute and
deliver such reasonable amendments hereto as are necessary to constitute such person
or entity a Partner of the Partnership.
	 
	 	(f)	 	If any Person acquires all or any part of the Interest of a Partner in
violation of this Article IX whether by operation of law, judicial proceeding, or
other manner not expressly permitted hereunder, such Person shall have no rights
under this Agreement with respect to the Interest so acquired.
	 
	 	(g)	 	If a Transfer of an Interest occurs at any time other than the end of a
Fiscal Year, the various items of Partnership income, gain, deduction, loss, credit
and allowance as computed for United States federal income tax purposes shall be
allocated between the transferor Partner and the transferee Partner in accordance with
Section 706 of the Code and the Regulations promulgated thereunder, and the transferor
Partner agrees to reimburse the Partnership for any incidental accounting fees and
other expenses incurred by the Partnership in making such allocation.






	9.4	 	Buy Sell Rights.






	 	(a)	 	Either Cedar LP and Cedar GP acting collectively, on the one hand, and RioCan, on the
other
hand (“Buy Sell Offeror”), shall have the right from time to time to effect the
provisions of










 



 


	 	 	 	this Section 9.4 at any time during the Buy Sell Exercise Period by delivering written
notice (the “Buy Sell Notice”) to RioCan or the Cedar Partners, respectively (“Buy Sell
Offeree”) (A) of its or their intention to effect the provisions of this Section 9.4(a),
(B) designating its or their determination (which shall be made in its or their sole
discretion) of the fair market value of all Partnership Assets (the “Partnership Asset
Price”), and (C) designating its estimate of the Buy Sell Applicable Purchase Price with
respect to each Partner’s Interest calculated as if the closing were to occur on the date
of the Buy Sell Notice. For the purposes hereof, the “Buy Sell Applicable Purchase Price”
payable to any Partner that sells its Interest pursuant to this Section 9.4 shall be the
amount (as adjusted as provided below) that such selling Partner would receive as of the
applicable calculation date if the Partnership Assets were sold at the Partnership Asset
Price and the Partnership and its Subsidiaries were liquidated in accordance with the
provisions of subsection 10.2(c) (without giving effect to clause (ii) thereof, and
assuming no prepayment premiums, penalties or similar charges shall be due in connection
with the repayment of all Financings in connection with such sale). Any disputes as to the
Buy Sell Applicable Purchase Price shall be resolved by the Accountant and such
determination shall be binding on the Partners. The Partners agree to promptly provide the
Accountant with all information necessary to resolve such dispute and shall instruct the
Accountant to resolve such dispute as expeditiously as possible.
	 
	 	(b)	 	Upon receipt of the Buy Sell Notice given pursuant to Section 9.4(a) hereof, Buy Sell
Offeree shall then be obligated either to:






	 	(i)	 	purchase the Interests of Buy Sell Offeror for cash at a price equal to the Buy Sell
Applicable Purchase Price; or
	 
	 	(ii)	 	sell its Interests to Buy Sell Offeror for cash at a price equal to the Buy Sell
Applicable Purchase Price (the Interests being sold pursuant to this Section 9.4
are hereinafter referred to as the “Buy Sell Interests”).






	 	 	 	Buy Sell Offeree shall give written notice of its election to
Buy Sell Offeror within
thirty (30) days after receipt of the Buy Sell Notice (the date of election being the “Buy
Sell Election Date”). Failure of Buy Sell Offeree to give
Buy Sell Offeror notice within
such time shall be a conclusive election under subsection (b)(ii) above.
	 
	 	(c)	 	Within ten (10) Business Days after Buy Sell Offeree’s election or deemed election under
subsection 9.4(b), the Partner(s) purchasing the Buy Sell Interests (the “Purchasing Partner”)
shall deposit with the Escrow Agent in cash an amount equal to the greater of (I) Five Hundred
Thousand Dollars ($500,000) and (II) an amount equal to five percent (5%) of the Buy Sell
Applicable Purchase Price (“Buy Sell Deposit”). If the Purchasing Partner shall fail to
deposit the Buy Sell Deposit within such ten (10) Business Day period, the Purchasing Partner
shall be in default hereunder, the other Partner(s) (the “Selling Partner”) shall have all
remedies available at law or in equity, and the Selling Partner shall have the right,
exercisable by delivery of written notice to the Purchasing Partner within ten (10) days of
the expiration of such ten (10) Business Day period, to purchase (pursuant to the terms of
this Section 9.4) the Interests of the Purchasing Partner for cash at a price equal to ninety
percent (90%) of the Buy Sell Applicable Purchase Price and on a date which is not less than
thirty (30) days and not more than one hundred twenty (120) days from the Buy Sell Election
Date (as selected by the (former) Selling Partner upon not less than ten (10) days notice to
the (former) Purchasing Partner). If the Selling Partner does not elect to purchase the
Interests of the Purchasing Partner, the rights of the Partners under this Section 9.4 shall
be as they were prior to the delivery of the applicable Buy Sell Notice, except that the
Purchasing Partner shall lose its right to initiate the buy sell procedures pursuant to this
Section 9.4 for a period of eighteen (18) months following the date of the Buy Sell Notice.
The charges of the Escrow Agent shall be paid by the Partnership. The Escrow Agent shall hold
the Buy Sell Deposit in an interest bearing account pursuant to a written agreement among the
Selling Partner, the Purchasing Partner and the Escrow Agent, which agreement shall be
satisfactory to such parties in the exercise of their respective reasonable discretion and
shall provide, among other things, that the Escrow Agent shall not commingle the Buy Sell
Deposit with any other funds. In the event of a closing pursuant to the terms of this
subsection 9.4(c), the Buy Sell Deposit,











 



 



	 	 	 	together with any interest earned thereon, shall be credited against the Buy Sell
Applicable Purchase Price and paid to the Selling Partner. In the event of a default by
the Purchasing Partner in its obligation to purchase the Buy Sell Interests pursuant to,
and in accordance with, the terms of this subsection 9.4(c) (other than the failure of the
Purchasing Partner to make the Buy Sell Deposit as aforesaid), the Buy Sell Deposit, and
any interest thereon, shall be paid to the Selling Partner by the Escrow Agent promptly
following written request therefor as the Selling Partner’s sole and exclusive remedy,
except that the Selling Partner shall have the right, exercisable by delivery of written
notice to the Purchasing Partner within thirty (30) days of the Partnership’s receipt of
the Buy Sell Deposit, to purchase (pursuant to the terms of this Section 9.4) the
Interests of the Purchasing Partner for cash at a price equal to ninety-five percent (95%)
of the Buy Sell Applicable Purchase Price. If the Selling Partner does not elect to
purchase the Interests of the Purchasing Partner, the rights of the Partners under this
Section 9.4 shall be as they were prior to the delivery of the applicable Buy Sell Notice,
except that the Purchasing Partner shall lose its right to initiate the buy sell
procedures pursuant to this Section 9.4 for a period of eighteen (18) months following the
date of the Buy Sell Notice. If the Selling Partner shall default in any of its
obligations under this subsection 9.4(c), the Buy Sell Deposit, and any interest earned
thereon, shall be returned to the Purchasing Partner promptly following written request
therefor, the Purchasing Partner shall have all other remedies available to it at law or
in equity (including, without limitation, an action for specific performance), and the
Selling Partner shall lose its right to initiate the buy sell procedures pursuant to this
Section 9.4 for a period of eighteen (18) months following the date of the Buy Sell
Notice. Upon deposit by the Purchasing Partner of the Buy Sell Deposit with the Escrow
Agent as aforesaid, (i) a binding contract shall be deemed to exist between the Selling
Partner and the Purchasing Partner with respect to the Buy Sell Interests, and (ii) the
closing shall be held pursuant to an escrow arrangement acceptable to the Partners in the
exercise of their reasonable judgment on a Business Day selected by the Purchasing Partner
not less than thirty (30) days and not more than one hundred twenty (120) days from the
Buy Sell Election Date. The Purchasing Partner shall pay the Buy Sell Applicable Purchase
Price (less the Buy Sell Deposit and any interest earned thereon and as adjusted as
provided herein) by wire transfer of immediately available federal funds to an account
designated in writing by the Selling Partner. At the closing, (A) the Selling Partner
shall deliver to Purchasing Partner an assignment of all of the Buy Sell Interests, which
such assignment shall be free and clear of all legal and equitable claims (other than the
legal and equitable claims, if any, of the Purchasing Partner pursuant to this Agreement)
and all liens and encumbrances (other than liens and encumbrances under this Agreement and
Financing Documents that shall remain in full force and effect following the closing), and
(B) the Purchasing Partner shall deliver to the Selling Partner an assumption of the
Selling Partner’s obligations under this Agreement arising from and after the date of such
assignment.
	 
	 	(d)	 	At the closing, (A) all expenses of the Partnership and its Subsidiaries due in connection with
a Transfer of the Buy Sell Interests pursuant to Section 9.4(c), including, without
limitation, any transfer, controlling interest or other tax, and any prepayment premium or
lender transfer fees which are actually due and payable in connection with such Transfer,
shall be paid by the Purchasing Partner, (B) the Accountant shall close the books of the
Partnership and each of its Subsidiaries as of the closing date, and all items of the
Partnership’s and each of its Subsidiary’s income and expense shall be apportioned in
calculating Net Cash Flow (and such other items that are customarily apportioned between
sellers and purchasers of real properties shall be apportioned) as of 11:59 p.m. of the day
preceding the closing date, (C) Net Cash Flow earned through the closing date and Net
Proceeds of a Capital Transaction received prior to the closing date shall be distributed
in accordance with the provisions of Article IV, which provisions shall survive the closing
pursuant hereto for purposes of making or correcting any closing adjustments, (D) the Buy
Sell Applicable Purchase Price (calculated as of the closing date) shall be (x) increased
by the aggregate amount of all additional Capital Contributions made by the Selling Partner
in the period between the date of the Buy Sell Notice and the closing date (excluding
additional Capital Contributions made for payment of ordinary operating expenses), (y)
decreased by any amounts of Net Proceeds of a Capital Transaction received by the
Partnership with respect to the sale or disposition of any portion of the Portfolio
Investments during the period between the date of the Buy Sell Notice and the closing date
and distributed to the Selling Partner pursuant to the terms hereof, and (z) adjusted to
account for, and fully repay, all outstanding Default Loans (and any accrued and











 



 



	 	 	 	unpaid interest thereon), (E) the Partners shall execute all amendments to
fictitious name, partnership or similar certificates necessary to effect the
withdrawal of the Selling Partner from the Partnership and, if applicable, the
termination of the Partnership, and (F) the Purchasing Partner shall use diligent
efforts to secure the release from all lenders (without releasing any claim the
Partnership or any of its Subsidiaries may have against the applicable guarantor) of
outstanding guaranties in connection with any Financings executed by the Selling
Partner or its Affiliates; provided that an entity reasonably acceptable to the
Selling Partner shall, pursuant to an agreement in form and content reasonably
acceptable to the Selling Partner, defend, indemnify and hold harmless the Selling
Partner and its Affiliates, as the case may be, for any claims that arise under such
outstanding guaranties for events occurring after the close of the sale of the
Selling Partner’s Interest if the Purchasing Partner is not able to procure any such
release.
	 
	 	(e)	 	The Partners shall cooperate with each other to effectuate a transfer of the
Buy Sell Interests in a manner that will minimize taxes (including, without
limitation, transfer taxes) and, if applicable, loan assumption fees; including,
without limitation, structuring any such transfer as an entity transfer of the
applicable Subsidiaries of the Partnership.
	 
	 	(f)	 	At the closing, the Selling Partner and the Purchasing Partner shall execute
an agreement acceptable to the Selling Partner and the Purchasing Partner in the
exercise of their reasonable judgment whereby (X) each shall represent and warrant to
the other that each is duly organized, validly existing, has the necessary corporate
power and authority to consummate the subject transactions and requires no consents
which have not been obtained and (Y) the Selling Partner shall represent to the
Purchasing Partner that the Selling Partner is the owner of the Buy Sell Interests
free and clear of all liens and encumbrances (other than liens and encumbrances under
this Agreement and Financing Documents that shall remain in full force and effect
following the closing) and that the Transfer is being made free and clear of all legal
and equitable claims (other than the legal and equitable claims of the Purchasing
Partner pursuant to this Agreement).
	 
	 	(g)	 	The Purchasing Partner may, at its option, cause the Buy Sell Interests to be
acquired by one or more of Purchasing Partner’s designees; provided that any such
assignment of the Purchasing Partner’s rights hereunder for purposes of accomplishing
such purchase by any such designee shall not relieve the Purchasing Partner of any
obligation or liability with respect thereto.
	 
	 	(h)	 	Each Partner agrees that it shall be reasonable and cooperate with the other Partners,
including, without limitation, executing any documents which may be reasonably
required, in order to consummate the transactions contemplated by this Section 9.4.
	 
	 	(i)	 	For purposes of the terms of this Section 9.4, Cedar LP and Cedar GP shall be deemed to
be
one Partner and shall act collectively except solely to the extent that the
interests of each are to be transferred to different purchasers.
	 
	 	(j)	 	Notwithstanding anything to the contrary set forth herein, in the event any rights
under
Section 9.5 shall be exercised prior in time to the exercise of any rights under
this Section 9.4, the rights under Section 9.5 shall supersede any other right
existing pursuant to this Section 9.4 (and no Partner shall be entitled to exercise
any right hereunder until such time as the procedure under Section 9.5 has been
terminated or consummated).






	9.5	 	Right of First Refusal.






	 	(a)	 	Anything contained in Section 9.1 of this Agreement to the contrary notwithstanding,
if,
during the Buy Sell Exercise Period, either Cedar LP and Cedar GP acting
collectively, on the one hand, or RioCan, on the other hand (the
“ROFR Offeror”)
desires to sell its or their entire Interest(s) (the “ROFR Interest”) to a third
party pursuant to a ROFR Third Party Offer (any such sale being hereinafter
referred to as a “ROFR Sale”), the ROFR Offeror shall give prompt written notice
(the “ROFR Offer Notice”) to RioCan or the Cedar Partners, respectively (the “ROFR
Offeree”) following the ROFR Offeror’s receipt of any ROFR Third Party Offer. The
ROFR Offer Notice shall include a true and complete copy of the










 



 


	 	 	 	ROFR Third Party Offer. The ROFR Offer Notice shall disclose the identity of such third
party, including the principals thereof, and evidence that such third party possesses the
financial means to close the contemplated transaction as required under Section 9.5(c)
hereof. The ROFR Offer Notice shall be deemed an offer by the ROFR
Offeror to sell the
ROFR Interest to the ROFR Offeree or the ROFR Offeree’s designee on the terms and
conditions and for the purchase price set forth in the ROFR Third Party Offer, as modified
by this Section 9.5.
	 
	 	(b)	 	The ROFR Offeree shall, within six (6) months after its receipt of the ROFR Offer Notice,
give written notice (a “ROFR Response Notice”) to the ROFR Offeror electing to invoke one of
the two options described in subparagraphs (i) and (ii) below. If the ROFR Offeree shall fail
to send a ROFR Response Notice within such six (6) month period, or shall fail in the ROFR
Response Notice to elect one of the two options described in subparagraphs (i) and (ii) below,
the ROFR Offeree shall be deemed to have elected to invoke the option described in
subparagraph (ii) below.






	 	(i)	 	The ROFR Offeree may elect in the ROFR Response Notice to purchase the ROFR
Interest. In such event, (A) the economic terms and conditions of the ROFR Third
Party Offer shall govern such purchase (including, without limitation, the
purchase price, apportionments, and payment of transfer taxes and other closing
costs, but excluding remedies upon default) and (B) the non-economic provisions of
Section 9.4(c) through (i) of this Agreement (including, without limitation, the
timing of closing, deliveries, required consents and remedies upon default) shall
govern such purchase, mutatis mutandis, as if the same were an election to
purchase a Partner’s Interest pursuant to Section 9.4, provided that: (1)
the ROFR Offeree shall be the “Purchasing Partner”, (2) the ROFR Offeror shall be
the “Selling Partner”, (3) the ROFR Interest shall be the “Buy Sell Interests”,
(4) the purchase price set forth in the ROFR Third Party Offer shall be the “Buy
Sell Applicable Purchase Price”, (5) the closing of such purchase shall occur on
the first Business Day that is at least sixty (60) days following the ROFR
Offeror’s receipt of the ROFR Response Notice (subject to adjournment for not more
than sixty (60) days in the aggregate to obtain all required third party consents
to such purchase, including, without limitation, the consent of each lender under
a Financing), and (6) in no event shall such purchase be conditioned upon the
repayment of any Financing or the satisfaction or release of any Financing
Document.
	 
	 	(ii)	 	The ROFR Offeree may elect not to purchase the ROFR Interest pursuant to
subparagraph (i) above. In such event, the ROFR Offeror shall be permitted to sell
the ROFR Interest to the third party identified in the ROFR Offer Notice in
accordance with the terms of the ROFR Third Party Offer, in all but de minimis
respects, including, without limitation, the closing date set forth therein. If
the ROFR Sale does not occur on such terms on or prior to the closing date set
forth in the ROFR Third Party Offer, the ROFR Interest shall again become subject
to the right of first refusal provisions of this Section 9.5.






	 	(c)	 	For purposes of this provision, a “ROFR Third Party Offer” shall mean an offer by a bona fide
third party not affiliated with the ROFR Offeror and having the financial means to close the
underlying acquisition to purchase the ROFR Interest, as evidenced by an executed and binding
purchase agreement or letter of intent that (i) contains the material terms and conditions of
such offer, (ii) is subject to the terms and conditions of this Agreement, (iii) provides that
(A) the purchase price shall be payable only in the form of cash, (B) the ROFR Interest shall
be delivered free and clear of all liens and encumbrances other than any Financings, and no
other property or assets shall be included in such ROFR Sale, and (C) the closing shall be a
particular date that is not later than ninety (90) days after the date on which the ROFR
Response Notice is given, and (iv) is accompanied by a deposit in the form of a certified
check in the amount of at least five percent (5%) of the total purchase price. Notwithstanding
the foregoing, (1) the Cedar Partners shall not be permitted, without RioCan’s prior written
consent (which may be withheld in its sole and absolute discretion), to consummate a ROFR Sale
with any third party that is not (or is not wholly owned by) a Person that is regularly
engaged in the business of owning, managing or operating










 



 


	 	 	 	commercial real estate properties, (2) RioCan shall not be permitted, without the
prior written consent of the Cedar Partners (which may be withheld in their sole and
absolute discretion) to consummate a ROFR Sale with any third party that is not an
Institutional Investor, (3) no Partner shall be permitted, without the prior written
consent of the other Partners (which may be withheld in their sole and absolute
discretion) to consummate a ROFR Sale with any third party that is (or is an
Affiliate of) the owner of any retail space that, if directly acquired by any
Partner, would violate the provisions of Section 7.2 of this Agreement, and (4) each
ROFR Sale shall be subject to the provisions of Section 9.3 hereof.
	 
	 	(d)	 	Notwithstanding anything to the contrary set forth herein, in the event any rights
under
Section 9.4 shall be exercised prior in time to the exercise of any rights under
this Section 9.5, the rights under Section 9.4 shall supersede any other right
existing pursuant to this Section 9.5 (and no Partner shall be entitled to exercise
any right hereunder until such time as the procedure under Section 9.4 has been
terminated or consummated).






	9.6	 	Bankruptcy or Withdrawal of a Partner.





          Upon the occurrence of a Bankruptcy Event or any other occurrence with respect to a Partner of
any event which under the Delaware Act causes the Partner to cease to be a partner of a limited
partnership (a “Withdrawal Event”), the Partner affected by such Withdrawal Event shall, unless the
other Partners shall otherwise consent within ninety (90) days of such Withdrawal Event, be deemed
to have withdrawn as a Partner on the expiration of such ninety (90) day period. In the event that
a Partner is deemed to have withdrawn from the Partnership pursuant to this Section 9.6, then such
Partner (a “Withdrawn Partner”) shall continue to have the rights of an assignee of its Interest
which was not admitted as a Partner and shall not be entitled to participate in the management of
the Partnership or to vote, approve or consent to any matter for which the vote, approval or
consent of any Partners is required. Unless the Partners (other than the Withdrawn Partner)
otherwise agree, the Partnership shall not terminate or dissolve upon the occurrence of a
Withdrawal Event, provided (to the extent required by any Financing Document) that in the event
that the Partnership has two or more General Partners at least one of which is solvent, the
Partners shall not agree to terminate or dissolve the Partnership upon the occurrence of a
Withdrawal Event. No Partner shall withdraw or retire from the Partnership without the prior
written consent of all of the other Partners, except in connection with a Transfer of its entire
Interest as expressly permitted under and in accordance with the terms of this Agreement. In
furtherance of the foregoing, each Partner hereby waives any and all rights such Partner may have
to withdraw and/or resign from the Partnership pursuant to Sections 17-602 and 17-603 of the
Delaware Act and hereby waives any and all rights such Partner may have to receive the fair value
of such Partner’s Interest upon such resignation and/or withdrawal pursuant to Section 17-604 of
the Delaware Act, and such Partner shall continue to hold its Interest in accordance with the
provisions hereof.




	9.7	 	Death or Incompetency of an Individual Partner.





          Upon the death or legal incompetency of an individual Limited Partner (including a substituted
Limited Partner), his or her legally authorized personal representatives shall have all of the
rights of a Limited Partner for the purpose of settling or managing his or her estate, and shall
have such power as the decedent, incompetent, bankrupt or insolvent individual Limited Partner
possessed hereunder to make an assignment of his or her interest in the Partnership in accordance
with the terms hereof. No such representative shall be admitted as a Limited Partner in the
Partnership except in compliance with the provisions of this Article IX.




	9.8	 	General Partner’s Withdrawal Rights.





          If at any time the Partnership shall have more than one General Partner, a General Partner
may withdraw as a General Partner of the Partnership upon obtaining the written consent of all of
the other Partners. From and after the effective date of any such withdrawal, the withdrawing
General Partner shall automatically cease to serve as the General Partner of the Partnership and
such General Partner’s Interest shall be deemed to be converted to a limited partnership interest
in the Partnership and all references in this Agreement to the “General Partner” shall be deemed
to be references to the remaining General Partner only. Except as provided in Article IX, the
General Partner may not voluntarily withdraw from the Partnership or dissolve or liquidate.




	9.9	 	Intentionally Omitted.











 



 



	9.10	 	Removal of General Partner.






	 	(a)	 	Generally. The General Partner may be removed upon at least seven (7)
days’ prior written notice given by a Limited Partner to the General Partner if a
Cause Event has occurred, at which time the applicable General Partner shall
automatically cease to serve as the General Partner of the Partnership, such General
Partner’s Interest shall be deemed to be converted to a limited partnership interest
in the Partnership and all references in this Agreement to the “General Partner” shall
be deemed to be references to the remaining General Partner as provided in Section 9.8
or the replacement General Partner elected pursuant to Section 9.10(a).
	 
	 	(b)	 	Election of a Replacement General Partner. If the General Partner
shall be removed or has withdrawn (or is deemed to have withdrawn), a successor
General Partner shall be admitted as a General Partner if the following terms and
conditions are satisfied;






	 	(i)	 	the admission of such Person shall have been consented to by the Limited
Partner
that is not an affiliate of the former General Partner;
	 
	 	(ii)	 	the Person shall have accepted and agreed to be bound by all
the terms and provisions of this Agreement by executing a counterpart hereof
and such other documents or instruments as may be required or appropriate in
order to effect the admission of such Person as a General Partner as of the
effective date of the removal or withdrawal of the former General Partner and
the newly admitted General Partner is authorized to and shall continue the
business of the Partnership without dissolution;
	 
	 	(iii)	 	a certificate evidencing the admission of such Person as a
General Partner shall have been filed as provided in the Delaware Act; and
	 
	 	(iv)	 	if Cedar GP is the General Partner that has been removed or
withdrawn, the replacement General Partner must be a direct or indirect
wholly-owned subsidiary of RioCan or RioCan REIT.






	 	(c)	 	Suspension of Capital Calls. In the event that the General Partner
is removed as general partner of the Partnership, the obligation of the Partners to
make Capital Contributions to the Partnership shall be suspended until such time as a
new general partner has been approved by the Limited Partner that is not an affiliate
of the former General Partner, and such new general partner is admitted as the
General Partner in accordance with Section 9.10(b).





ARTICLE X

TERMINATION





	10.1	 	Dissolution.





     Except as hereinafter provided to the contrary, the Partnership shall be dissolved and its
business wound up upon the happening of any of the following events (each, a “Dissolution Event”),
whichever shall first occur:




	 	(a)	 	The sale, condemnation or other disposition of all or substantially all of
the Partnership Assets and the receipt of all consideration therefor except that if
non-monetary consideration is received upon such disposition the Partnership shall
not be dissolved pursuant to this clause until such consideration is converted into
money or money equivalent;
	 
	 	(b)	 	subject to Sections 9.6 and 9.10, upon the dissolution or withdrawal of the General
Partner;
	 
	 	(c)	 	subject to Sections 9.6 and 9.10, upon the occurrence of any Bankruptcy
Event with respect to the General Partner;










 



 


	 	(d)	 	at any time that there is no General Partner or any Limited Partners unless the
remaining Partners take the necessary action pursuant to Section 17-801(3) or (4)
of the Delaware Act, as applicable, to continue the Partnership; and
	 
	 	(e)	 	the occurrence of any other event which causes dissolution of a limited
partnership under the Delaware Act, unless the Partners agree to continue the
Partnership pursuant to the Delaware Act.




The General Partner promptly shall notify each of the other Partners in writing of the occurrence
of a Dissolution Event.





	10.2	 	Termination.





          Notwithstanding any other provision of this Agreement, in all cases of dissolution of the
Partnership, the business of the Partnership shall be wound up and the Partnership terminated as
promptly as practicable thereafter, and each of the following shall be accomplished:




	 	(a)	 	The Liquidating Partner shall cause to be prepared (i) statements setting
forth the assets and liabilities of the Partnership as of the date of dissolution and
as of the date of complete liquidation, a copy of such statements shall be furnished
to all of the Partners and (ii) a report in reasonable detail of the manner or
disposition of assets.
	 
	 	(b)	 	The Partnership Assets shall be liquidated by the Liquidating Partner as
promptly as possible, but in an orderly and businesslike and commercially reasonable
manner. The Liquidating Partner may, in the exercise of its business judgment and if
commercially reasonable, determine to defer the sale of all or any portion of the
Partnership Assets if deemed necessary or appropriate to realize the fair market
value of any such Partnership Assets.
	 
	 	(c)	 	The proceeds of sale and all other Partnership Assets shall be applied and
distributed as follows and in the following order of priority:






	 	(i)	 	To the payment of (x) the debts and liabilities of the Partnership and its
Subsidiaries (including any outstanding amounts due on any recourse indebtedness
encumbering any Portfolio Investment, or any part thereof) and (y) the
expenses of liquidation.
	 
	 	(ii)	 	To the setting up of any reserves which the Liquidating Partner shall
determine in its commercially reasonable judgment to be reasonably necessary for contingent,
unliquidated or unforeseen liabilities or obligations of the Partnership,
any of its Subsidiaries or the Partners arising out of or in connection with
the Partnership or any of its Subsidiaries. Such reserves may, in the
commercially reasonable discretion of the Liquidating Partner, be paid over
to a national bank or national trust company selected by the Partners and
authorized to conduct business as an escrow agent to be held by such bank or
trust company as escrow agent for the purposes of disbursing such reserves
to satisfy the liabilities and obligations described above, and at the
expiration of such period distributing any remaining balance as provided in
clause (iii) below.
	 
	 	(iii)	 	The balance to the Partners in accordance with their respective
Percentage Interests.






	 	 	 	Distributions pursuant to the preceding clause (iii) shall be made by the end of
the Fiscal Year during which the dissolution of the Partnership occurs (or, if
later, within ninety (90) days of such dissolution). To the fullest extent
permitted by applicable law, the Partners hereby waive any rights to distributions
under Section 17-604 of the Delaware Act.
	 
	 	(d)	 	The Liquidating Partner shall cause the filing of the Certificate of
Cancellation pursuant to Section 17-203 of the Delaware Act and shall take all such
other actions as may be necessary to terminate the Partnership.






	10.3	 	Liquidating Partner.










 



 








	 	(a)	 	The term “Liquidating Partner” shall mean (i) the General Partner in the case of
a termination of the Partnership pursuant to clause (a) of Section 10.1 hereof, (ii)
Cedar GP in the case of a termination of the Partnership pursuant to clause (e) of
Section 10.1 hereof if RioCan shall be the Partner causing the termination event
pursuant to said clause, (iii) Cedar LP in the case of a termination of the
Partnership pursuant to clause (b) or (c) of Section 10.1 hereof if the General
Partner was RioCan or an Affiliate of RioCan, (iv) RioCan in the case of a
termination of the Partnership pursuant to clause (e) of Section 10.1 hereof if
Cedar LP or Cedar GP shall be the Partner causing the termination event pursuant to
said clause, (v) RioCan in the case of a termination of the Partnership pursuant to
clause (b) or (c) of Section 10.1 hereof if the General Partner was Cedar GP, and
(vi) the last remaining Partner (or its personal representative or nominee) in the
case of a termination of the Partnership pursuant to clause (d) of Section 10.1
hereof.
	 
	 	(b)	 	Without limiting the foregoing, the Liquidating Partner shall, upon the
dissolution and upon completion of the winding up of the affairs of the Partnership,
file appropriate certificate(s) to such effect in the proper governmental office or
offices under the Delaware Act as then in effect. Notwithstanding the foregoing, each
Partner, upon the request of the Liquidating Partner, shall promptly execute,
acknowledge and deliver all such documents, certificates and other instruments as the
Liquidating Partner shall reasonably request to effectuate the proper dissolution and
termination of the Partnership, including the winding up of the business of the
Partnership.






	10.4	 	Partnership Assets Reserved and Pending Claims.






	 	(a)	 	Assets Reserved. If, upon a Dissolution Event, there are any
Partnership Assets that, in the judgment of the Liquidating Partner, cannot be sold
without sacrificing a significant portion of the value thereof or where such sale is
otherwise impractical at the time of the Dissolution Event, such Partnership Assets may
be retained by the Partnership if the Liquidating Partner determines that the retention
of such Partnership Assets is in the best interests of the Partners and such
Partnership Assets shall not be considered for purposes of computing Capital Accounts
upon winding-up and amounts distributable pursuant to Section 10.2(c). Upon the sale of
such Partnership Assets or a determination by the Liquidating Partner that
circumstances no longer require their retention (but in no event more than (2) two
years after the Dissolution Event), such Partnership Assets (at their Fair Market
Value, as determined in good faith by the Liquidating Partner) or the proceeds of their
sale shall be taken into account in computing Capital Accounts on winding-up and
amounts distributable pursuant to Section 10.2(c) and distributed in accordance with
such value.
	 
	 	(b)	 	Pending Claims. If there are any claims or potential claims (including
potential Partnership expenses in connection therewith) against the Partnership (either
directly or indirectly, including potential claims for which the Partnership might have
an indemnification obligation) for which the possible loss cannot, in the judgment of
the Liquidating Partner, be reasonably ascertained, then such claims shall initially be
taken into account in computing Capital Accounts upon winding-up and distributions
pursuant to Section 10.2(c) at an amount estimated by the Liquidating Partner to be
sufficient to cover any potential loss or liability on account of such claims
(including such potential Partnership expenses), and the Partnership shall retain funds
(or assets) determined by the Liquidating Partner acting reasonably as a reserve
against such potential losses and liabilities, including expenses associated therewith.
The Liquidating Partner may in its reasonable discretion obtain insurance or create
escrow accounts or make other similar arrangements with respect to such losses and
liabilities. Upon final settlement of such claims (including such potential Partnership
expenses) or a determination by the Liquidating Partner that the probable loss
therefrom can be definitively ascertained, such claims (including such potential
Partnership expenses) shall be taken into account in the amount at which they were
settled or in the amount of the probable loss therefrom in computing Capital Accounts
on winding-up and amounts distributable pursuant to Section 10.2(c).






	10.5	 	No Redemption.





          The Partnership may not acquire, by purchase, redemption or otherwise any Interest of any
Partner.














 



 








	10.6	 	Governance.




Notwithstanding a dissolution of the Partnership, until the termination of the business of the
Partnership, the affairs of the Partners, as such, shall continue to be governed by this Agreement.
The Liquidating Partner shall be subject to the same restrictions on transactions with related
parties or involving conflicts of interest as applied prior to the dissolution of the Partnership,
including but not limited to the consent requirements set forth herein of any such transaction. The
Liquidating Partner shall also be required to perform its duties under this Agreement using the
same standard of care that would be required of the Liquidating Partner if the Liquidating Partner
were acting as the General Partner.





	10.7	 	Return of Capital.





          No Partner shall have any right to receive the return of its Capital Contribution or to seek
or obtain partition of assets of the Partnership, other than as expressly provided in this
Agreement.



ARTICLE XI

INTENTIONALLY OMITTED




ARTICLE XII

CONFIDENTIALITY




	12.1	 	Disclosure.





          Notwithstanding any terms or conditions in this Agreement to the contrary, but subject to
restrictions reasonably necessary to comply with federal or state securities laws, any person may
disclose to any and all persons, without limitation of any kind, the tax treatment and tax
structure of the transaction and all materials of any kind (including opinions or other tax
analyses) that are provided relating to such tax treatment and tax structure. For the avoidance of
doubt, this authorization is not intended to permit disclosure of the names of, or other
identifying information regarding, the participants in the transaction, or of any information or
the portion of any materials not relevant to the tax treatment or tax structure of the transaction.




	12.2	 	Confidentiality.






	 	(a)	 	Confidentiality. Each of the Partners shall, and shall direct those
of its directors, officers, partners, members, employees, attorneys, accountants,
consultants, trustees, Affiliates and advisors (the “Representatives”) who have access
to Confidential Information to, keep confidential and not disclose any Confidential
Information without the express consent, in the case of Confidential Information
acquired from the Partnership or with respect to the Partnership (or from, or with
respect to, any Subsidiary of the Partnership or any Portfolio Investment) or, in the
case of Confidential Information acquired from the other Partners or their
Representatives, such other Person, unless:






	 	(i)	 	such disclosure shall be required by applicable law, governmental rule or
regulation, court order, administrative or arbitral proceeding or by any regulatory
authority having jurisdiction over the Person required to make such
disclosure;
	 
	 	(ii)	 	such disclosure of Confidential Information relating to the Partnership or any
any of
its Subsidiaries or any Portfolio Investment is reasonably required in
connection with any proposed assignment, sale or other disposition of all or
any part of an Interest in the Partnership (e.g., to an Institutional
Investor pursuant to Section 9.1 or 9.5) (a “Proposed Transfer”); provided,
that with respect to the use of any Confidential Information in any Proposed
Transfer referred to in this clause (ii), reasonable advance notice shall be
given to the Person whose information will be disclosed so that it may
require any proposed transferee to enter into a confidentiality agreement
with terms substantially similar to the terms of this Section 12.2(a) prior
to the disclosure of such Confidential Information.






	 	(b)	 	Confidential Information. “Confidential Information” shall mean any
confidential, non- public information related to the activities, as applicable, of
the (i) Partnership, the General










 



 


	 	 	 	Partner, any Subsidiary of the Partnership and the respective Affiliates of each of
the foregoing, (ii) any Partner and/or its Affiliates or (iii) any Portfolio
Investment, provided, however, that the parties acknowledge that this Agreement and
the Purchase and Sale Agreement may be included in an SEC filing and a filing
required by the Ontario Securities Commission and shall not be Confidential
Information.
	 
	 	(c)	 	Disclosure of Confidential Information. In the event that any Person
bound by the terms of this Section 12.2 or any Representative of such Person is
required to disclose any Confidential Information, such Person will provide the
applicable Partner with prompt written notice so that such Person, as applicable, may
seek a protective order or other appropriate remedy, and such Person required to
disclose the Confidential Information will use reasonable efforts (but without expense
to such Partner) to cooperate with the Person whose information is required to be
disclosed, as applicable, in any effort any such Person undertakes to obtain a
protective order or other similar remedy. In the event that such protective order or
other remedy is not obtained, the disclosing Partner and its Representatives will
furnish only that portion of the Confidential Information that is required and will
exercise all reasonable efforts to obtain reasonably reliable assurance that the
Confidential Information will be accorded confidential treatment.
	 
	 	(d)	 	Limited Partner Disclosure Restrictions. Except as otherwise required
by applicable law, each of the Partners agrees that it will not, and it will cause its
Affiliates, the Partnership, the Partnership’s Subsidiaries and their respective other
Affiliates not to, without the prior written consent of the other Partners, (i) use in
advertising, publicity, or otherwise the name of such other Partners or their
Affiliates, or (ii) represent, directly or indirectly, that any product or any service
provided by any of the foregoing has been approved or endorsed by such other Partners
or their Affiliates. This provision shall survive termination of the Partnership.






	12.3	 	Additional Information/Deliveries.





          In addition to any reports required by the express terms of this Agreement, the General
Partner will provide to each Limited Partner any additional information and reports regarding the
operations of the Partnership and any Portfolio Investment or Subsidiary as such Limited Partner
may reasonably request including, without limitation, such additional reports and deliveries set
forth on Schedule 7.4 attached hereto. In addition, the General Partner agrees to work with each
Limited Partner and its shareholders, employees, agents and/or authorized consultants to provide on
a periodic basis, to the extent not already provided to such Limited Partner pursuant to this
Agreement, and upon the written request of such Limited Partner, data regarding the performance of
the Partnership and any Portfolio Investment or Subsidiary, the valuation of the Partnership Assets
and total returns, including time-weighted returns, of such Limited Partner’s investment in the
Partnership. The General Partner further agrees that, at the request of any Limited Partner, upon
reasonable prior written notice and during reasonable business hours, it will meet with such
Limited Partner and any of its shareholders, its employees, agents and/or authorized consultants at
the offices of the Partnership to review the Partnership’s performance and the valuation of the
Partnership Assets. Upon the reasonable request of any Limited Partner, the General Partner shall
provide to such Limited Partner, without representing or warranting to such Limited Partner the
accuracy thereof, good faith calculations of anticipated investment returns determined on a nominal
basis. Notwithstanding anything to the contrary contained in this Agreement, if any Limited Partner
shall request additional information or materials that are not readily available to the General
Partner (or a Property Manager that is the General Partner’s Affiliate), or the preparation of
additional reports not customarily prepared by the General Partner (or a Property Manager that is
the General Partner’s Affiliate), the reasonable cost and expense of providing such information,
materials and reports shall be paid by such Limited Partner promptly following demand. The
provisions of this Section 12.3 shall only apply to supplemental or additional information,
materials and reports requested by a Limited Partner, and not to the specific information,
materials and reports expressly required to be provided under this Agreement.



ARTICLE XIII

POWER OF ATTORNEY




          Each of the Limited Partners hereby irrevocably constitutes and appoints the General Partner,
or any successor General Partner, its true and lawful attorney-in-fact with the power and authority
to act in such Limited Partner’s name and on his behalf in his place and stead, upon five (5)
Business Days notice to such Limited Partner, to make, execute, acknowledge, file and record the
following documents:









 



 



	 	(a)	 	Amendments to this Agreement as required by the laws of the State of Delaware,
or by any other state, including amendments required for the admission or
substitution of a Limited Partner, the admission or substitution of a General
Partner, and the continuation of the business of the Partnership after the
withdrawal or removal of a General Partner;
	 
	 	(b)	 	Any cancellation of this Agreement as required by the laws of the State of
Delaware upon dissolution or termination of the Partnership;
	 
	 	(c)	 	Amendments to the Certificate as required under the laws of the State of
Delaware, or the laws of any other state in which such Certificate (and amendments)
are required to be filed or recorded;
	 
	 	(d)	 	All such other instruments, documents and certificates which may from time to
time be required by the laws of the State of Delaware, the United States of America or
any other jurisdiction which the Partnership shall determine to do business in
accordance with the terms of this Agreement, or any other political subdivision or
agency thereof, to effectuate, implement, continue and defend the validity and
existence of the Partnership; and
	 
	 	(e)	 	Any business certificate, fictitious name certificate, certificate of
limited partnership, amendment thereto or other instrument or document of any kind
necessary to accomplish the business, purposes and objectives of the Partnership.





          The power of attorney hereby granted to the General Partner is a special power of attorney
coupled with an interest, is irrevocable, and shall survive the death of any Limited Partners that
are individuals. This power of attorney may be exercised by the General Partner for each Limited
Partner by listing all of the Limited Partners executing any instrument with a signature of the
General Partner acting as attorney-in-fact for all of them. In addition, this power of attorney
shall survive the delivery of an assignment by a Limited Partner of the whole or any portion of its
Interest; except that where the transferee of a Limited Partner has been approved by the General
Partner for admission to the Partnership as a substitute Limited Partner, the power of attorney
shall survive the delivery of such assignment for the sole purpose of enabling the General Partner
to execute, acknowledge, and file any instrument necessary to effect such substitution.



ARTICLE XIV

AMENDMENTS; WAIVER





	14.1	 	Amendments; Waiver.





          Any amendment to this Agreement shall require the unanimous written consent of the Advisory
Board Members.



ARTICLE XV

MISCELLANEOUS





	15.1	 	Further Assurances.





          Each Partner agrees to execute, acknowledge, deliver, file, record and publish such further
reasonable certificates, amendments to certificates, instruments and documents, and do all such
other reasonable acts and things as may be required by law, or as may be required to carry out the
intent and purposes of this Agreement so long as any of the foregoing do not increase any
Partner’s obligations hereunder or decrease any Partner’s rights hereunder.




	15.2	 	Notices.





          All notices, demands, consents, approvals, requests or other communications which any of the
parties to this Agreement may desire or be required to give hereunder (collectively, “Notices”)
shall be in writing and shall be given by personal delivery (including by hand or reputable
international courier service) or facsimile or United States or Canada, as applicable, registered
or certified air mail (postage prepaid, return receipt requested) addressed as hereinafter
provided; provided, however, that any Notice given by facsimile shall also be given by personal
delivery or United States or Canada, as applicable, registered or certified air mail. Except as
otherwise specified herein, the time period in which a response to any notice or other
communication must be made, if









 



 


any, shall commence to run on the earliest to occur of (a) if by personal delivery, the date
of receipt, or attempted delivery, if such communication is refused; (b) if given by facsimile, the
date on which such facsimile is transmitted and confirmation of delivery thereof is received if
received before 5:00 p.m. on a Business Day, or otherwise on the next Business Day; and (c) if sent
by mail (as aforesaid), the date of receipt or attempted delivery, if such mailing is refused.
Until further notice, notices and other communications under this Agreement shall be addressed to
the parties listed below as follows:




	 	(i)	 	If to the Partnership, Cedar GP or Cedar LP, to:
	 
	 	 	 	Cedar Shopping Centers, Inc.
 44 South Bayles
Avenue
 Port Washington, NY
11050
 Attention: Leo S.
Ullman 
Facsimile: (516)
767-6497


with a copy to:


Stroock & Stroock & Lavan LLP

180 Maiden Lane
 New York, New
York 10038
 Attention: Steven
Moskowitz, Esq.
 Facsimile:
(212) 806-6006
	 
	 	(ii)	 	If to RioCan, to:
	 
	 	 	 	Yonge Eglinton Centre

2300 Yonge Street

Suite 500, P.O. Box 2386

Toronto, Ontario

M4P 1E4

Attention: Rags Davloor

Facsimile: (416) 866-3020


and to:


Yonge Eglinton Centre

2300 Yonge Street

Suite 500, P.O. Box 2386

Toronto, Ontario

M4P 1E4

Attention: Jonathan Gitlin

Facsimile: (416) 866-3020


and to (if prior to December 20, 2009):


Goodmans LLP 
250 Yonge Street, Suite 2400

Toronto, Ontario M5B 2M6

Attention: Juli Morrow

Facsimile: (416) 979-1234


or to (if on or after December 20, 2009):


Goodmans LLP

333 Bay Street, Suite 3400

Bay Adelaide Centre, West Tower

Toronto, Ontario M5H 2S7

Attention: Juli Morrow











 



 


	 	 	 	Facsimile: (416) 979-1234





     Any Partner may designate another addressee (and/or change its address) for Notices hereunder
by a Notice given pursuant to this Section. Copies of all Notices required to be sent by a Partner
to the Partnership under the terms of this Agreement shall also be sent to each Partner in
accordance with the terms hereof.




	15.3	 	Applicable Law.





     THIS AGREEMENT, THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO, AND ANY CLAIMS OR DISPUTES
RELATING THERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
DELAWARE (BUT NOT INCLUDING THE CHOICE OF LAW RULES THEREOF).




	15.4	 	Headings, Etc.





     All titles or captions contained in this Agreement are inserted only as a matter of
convenience and for reference and in no way define, limit, extend, or describe the scope of this
Agreement or the intent of any provision hereof.




	15.5	 	Gender.





     All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine,
and neuter, singular and plural, as the identity of the party or parties may require.




	15.6	 	Successors and Assigns.





     This Agreement shall be binding upon the parties hereto and their respective executors,
administrators, legal representatives, heirs, successors and assigns, and shall inure to the
benefit of the parties hereto and, except as otherwise provided herein, their respective
executors, administrators, legal representatives, heirs, successors and permitted assigns.




	15.7	 	No Waiver.





     Except as otherwise expressly provided herein, no delay or omission in the exercise of any
power, remedy or right herein provided or otherwise available to a Partner or the Partnership shall
impair or affect the right of such Partner or the Partnership thereafter to exercise the same. Any
extension of time or other indulgence granted to a Partner hereunder shall not otherwise alter or
affect any power, remedy or right of any other Partner or of the Partnership.




	15.8	 	Rule of Construction.





     The general rule of construction for interpreting a contract, which provides that the
provisions of a contract should be construed against the party preparing the contract, is waived by
the parties hereto. Each party acknowledges that such party was represented by separate legal
counsel in this matter who participated in the preparation of this Agreement or such party had the
opportunity to retain counsel to participate in the preparation of this Agreement but elected not
to do so. None of the provisions of this Agreement shall be for the benefit of or enforceable by
any creditor of the Partnership or any third party. No Partner shall be obligated personally for
any debt, obligation or liability of the Partnership solely by being a Partner of the Partnership.
Without the consent of all the Partners, the Partnership shall not do business in or otherwise have
contact with any jurisdiction other than the State of Delaware and any State or Commonwealth in
which any Portfolio Investment is located, if same would result in any Partner being obligated
personally for any debt, obligation or liability of the Partnership solely by reason of being a
Partner of the Partnership and exercising its rights under this Agreement and the Delaware Act.




	15.9	 	Severability.





     In case any one or more of the provisions contained in this Agreement or any application
thereof shall be invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein and other application thereof shall
not in any way be affected or impaired thereby.









 



 



	15.10	 	Consents.





          Except as otherwise expressly provided herein, any consent or approval to any act or matter
required under this Agreement must be in writing and shall apply only with respect to the
particular act or matter to which such consent or approval is given, and shall not relieve any
Partner from the obligation to obtain the consent or approval, as applicable, wherever required
under this Agreement to any other act or matter.




	15.11	 	Entire Agreement.





          This Agreement contains the entire agreement between the parties relating to the subject
matter hereof and all prior agreements relative hereto which are not contained herein are
terminated. Amendments, variations, modifications or changes herein may be made effective and
binding upon the parties by, and only by, the setting forth of same in a document duly executed by
each party, and any alleged amendment, variation, modification or change herein which is not so
documented shall not be effective as to any party. Each of the parties agrees that in the event of
a conflict between the terms and conditions of this Agreement and the terms and conditions of any
Governing Agreements, the terms and conditions of this Agreement shall control.




	15.12	 	Consent to Jurisdiction.





          Any action, suit or proceeding in connection with this Agreement may be brought against any
Partner or the Partnership in a court of record of the State of New York, County of New York, or in
the United States District Court for the Southern District of New York, each Partner and the
Partnership hereby consenting and submitting to the jurisdiction thereof. Service of process may be
made upon any Partner or the Partnership, by certified or registered mail, at the address to be
used for the giving of notice to such Partner under Section 15.9. Each Partner hereby appoints
Corporation Service Company, 80 State Street, Albany, New York 12207 as its agent for service of
process, with any fees therefore to be borne by the Partnership. Nothing herein shall affect the
right of any Partner to commence legal proceedings or otherwise to proceed against any other
Partner or the Partnership in any other jurisdiction or to serve process in any manner permitted by
applicable law. In any action, suit or proceeding in connection with this Agreement, each Partner
and the Partnership hereby waives trial by jury, and any claim that New York County or the Southern
District of New York is an inconvenient forum.




	15.13	 	Counterparts.





          This Agreement may be executed in any number of counterparts, and each such counterpart will
for all purposes be deemed an original, and all such counterparts shall constitute one and the
same instrument.




	15.14	 	Representations and Warranties.






	 	(a)	 	Cedar LP represents and warrants and covenants as follows:






	 	(i)	 	Cedar LP is a limited liability company duly organized, validly existing and in
good standing under the laws of the State of Delaware.
	 
	 	(ii)	 	The execution and delivery of this Agreement and all other documents,
instruments
and agreements to be executed in connection with the transactions
contemplated by this Agreement (the “Transaction Documents”) have been duly
and validly authorized by all necessary actions of Cedar LP, and shall
constitute the legal, valid and binding obligations of Cedar LP enforceable
against Cedar LP in accordance with the terms hereof and thereof except as
the enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, liquidation, receivership, moratorium or other similar laws
related to or affecting the enforcement of creditors’ rights generally or by
general principles of equity, regardless of whether such enforceability is
considered in a proceeding in equity or at law.
	 
	 	(iii)	 	No consent, waiver, approval or authorization of or notice
to any other Person (including any Governmental Authority) is required to be
made, obtained or given by Cedar LP in connection with the execution and
delivery of this Agreement or any










 



 


	 	 	 	other Transaction Document except for those which have been heretofore obtained.
	 
	 	(iv)	 	Neither the execution or delivery of this Agreement nor any other Transaction
Document does or will, with or without the giving of notice, lapse of time or both,
(i) violate, conflict with or constitute a default under any term or provision of (A)
any agreement to which Cedar LP is a party or by which it is bound, or (B) any
judgment, decree, order, statute, injunction, rule or regulation of a Governmental
Authority applicable to Cedar LP, or by which it or its assets or properties are
bound, or (ii) result in the creation of any lien or encumbrance upon Cedar LP or its
assets.
	 
	 	(v)	 	As of the Closing, Cedar LP is a wholly-owned subsidiary of Cedar Operating
Partnership.






	 	(b)	 	Cedar GP represents and warrants and covenants as follows:






	 	(i)	 	Cedar GP is a limited liability company duly formed, validly existing and in good
standing under the laws of the State of Delaware.
	 
	 	(ii)	 	The execution and delivery of this Agreement and all other Transaction Documents
have been duly and validly authorized by all necessary actions of Cedar GP, and
shall constitute the legal, valid and binding obligations of Cedar GP enforceable
against Cedar GP in accordance with the terms hereof and thereof except as the
enforcement thereof may be limited by bankruptcy, insolvency, reorganization,
liquidation, receivership, moratorium or other similar laws related to or
affecting the enforcement of creditors’ rights generally or by general principles
of equity, regardless of whether such enforceability is considered in a proceeding
in equity or at law.
	 
	 	(iii)	 	No consent, waiver, approval or authorization of or notice to any other
Person (including any Governmental Authority) is required to be made, obtained or
given by Cedar GP in connection with the execution and delivery of this Agreement or
any other Transaction Document except for those which have been heretofore obtained.
	 
	 	(iv)	 	Neither the execution or delivery of this Agreement nor any other Transaction
Document does or will, with or without the giving of notice, lapse of time or both,
(i) violate, conflict with or constitute a default under any term or provision of (A)
any agreement to which Cedar GP is a party or by which it is bound, or (B) any
judgment, decree, order, statute, injunction, rule or regulation of a Governmental
Authority applicable to Cedar GP, or by which it or its assets or properties are
bound, or (ii) result in the creation of any lien or encumbrance upon Cedar GP or its
assets.
	 
	 	(v)	 	As of the Closing, Cedar GP is a wholly-owned subsidiary of Cedar Operating
Partnership.






	 	(c)	 	RioCan represents and warrants and covenants as follows:






	 	(i)	 	RioCan is a corporation duly organized, validly existing and in good standing under
the laws of the State of Delaware.
	 
	 	(ii)	 	The execution and delivery of this Agreement and all other Transaction Documents
have been duly and validly authorized by all necessary actions of RioCan and shall
constitute the legal, valid and binding obligations of RioCan enforceable against
RioCan in accordance with the terms hereof and thereof except as the enforcement
thereof may be limited by bankruptcy, insolvency, reorganization, liquidation,
receivership, moratorium or other similar laws related to or affecting the
enforcement of creditors’ rights generally or by general principles of equity,
regardless of whether such enforceability is considered in a proceeding in equity
or at law.










 



 


	 	(iii)	 	No consent, waiver, approval or authorization of or notice to any
other Person (including any Governmental Authority) is required to be made,
obtained or given by RioCan in connection with the execution and delivery of
this Agreement or any other Transaction Document except for those which have
been heretofore obtained.
	 
	 	(iv)	 	Neither the execution or delivery of this Agreement nor any
other Transaction Document does or will, with or without the giving of notice,
lapse of time or both, (i) violate, conflict with or constitute a default
under any term or provision of (A) any agreement to which RioCan is a party or
by which it is bound, or (B) any judgment, decree, order, statute, injunction,
rule or regulation of a Governmental Authority applicable to RioCan or by
which RioCan or its assets or properties are bound, or (ii) result in the
creation of any lien or encumbrance upon RioCan or its assets.
	 
	 	(v)	 	As of the Closing, RioCan is wholly-owned and Controlled by RioCan REIT (except
for ownership of a de minimis interest by such outside investors as are
necessary for RioCan to qualify as a “real estate investment trust” pursuant
to Section 856 of the Code).






	15.15	 	Partnership Name.






	 	 	If, at any time, the Partnership name shall include the name of, or any trade name used by, a
Partner or any of its Affiliates, neither the Partnership nor any other Partner shall acquire any
right, title or interest in or to such name or trade name.






	15.16	 	Ownership of Partnership Property.





     The interest of each Partner in the Partnership shall be personal property for all purposes.
All real and other property owned by the Partnership shall be deemed owned by the Partnership as
Partnership property. No Partner, individually, shall have any direct ownership of such property
and title to such property shall be held in the name of the Partnership.




	15.17	 	Time of the Essence.





     Except as otherwise expressly provided in this Agreement, time shall be of the essence with
respect to all time periods set forth in this Agreement.





	15.18	 	Status Reports.





     Recognizing that each Partner may find it necessary from time to time to establish to third
parties, such as accountants, banks, mortgagees, prospective transferees of its Interest, or the
like, the then current status of performance of the Portfolio Investments and the Partnership
hereunder, each Partner shall, within ten (10) Business Days following the written request of
another Partner made from time to time, furnish a written statement on the status of the following:




	 	(a)	 	that this Agreement is unmodified and in full force and effect (or if there
have been modifications, that the Agreement is in full force and effect as modified
and stating the modifications);
	 
	 	(b)	 	stating whether or not to the best knowledge of such certifying Partner (i)
the requesting Partner is in default in keeping, observing or performing any of the
terms contained in this Agreement and, if in default, specifying each such default
(limited to those defaults of which the certifying Partner has knowledge), and (ii)
there has occurred an event that with the passage of time or the giving of notice, or
both, would ripen into a default hereunder on the part of the requesting Partner
(limited to those events of which the certifying Partner has knowledge); and
	 
	 	(c)	 	to the best of the knowledge and belief of the Partner making such
statement, with respect to any other matters as may be reasonably requested by the
requesting Partner.





     Such statement may be relied upon by the requesting Partner and any other Person for whom
such









 




 


     statement is requested, but no such statement shall operate as a waiver as to any default or
other matter as to which the Partner executing it did not have actual knowledge.




	15.19	 	Waiver of Partition.





     Except as otherwise expressly provided for in this Agreement, no Partner shall, either
directly or indirectly, take any action to require partition or appraisement of the Partnership or
any of its assets or properties or cause the sale of any Partnership assets or property, and
notwithstanding any provisions of applicable law to the contrary, each Partner (for itself and its
legal representatives, successors and assigns) hereby irrevocably waives any and all right to
partition, or to seek, bring or maintain any action for partition, or to compel any sale with
respect to its interest in, or with respect to, any assets or properties of the Partnership
regardless of the manner in which title to such property may be held, except as expressly provided
in this Agreement.




	15.20	 	Calculation of Days





     The provisions of this Agreement relative to number of days shall be deemed to refer to
calendar days, unless otherwise specified. When the date for performance of any monetary
obligation of any Partner falls on a non-business day, such obligation need not be performed until
the next-following Business Day.




	15.21	 	Dollar Amounts.





     All references in this Agreement to dollar amounts shall be to U.S. Dollars.




	15.22	 	No Third-Party Rights.





     Except for the Protected Persons and the rights of such parties expressly created hereby,
this Agreement is intended solely for the benefit of the parties hereto and is not intended to
confer any benefits upon, or create any rights in favor of, any Person other than the parties
hereto.



[Remainder of Page Intentionally Left Blank]




     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written.



	 	 	 	 	 	 	 	 	 	 	 	 	 

	 	 	GENERAL PARTNER:	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
[             
       ] GP, LLC,

a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Cedar Shopping Centers Partnership, L.P.,

a Delaware limited partnership, its sole member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	 Cedar Shopping Centers, Inc.,

a Maryland corporation, its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 

Leo S. Ullman
	 	 
	 

	 	 	 	 	 	 	 	President	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	LIMITED PARTNERS:


[             
       ] LP, LLC,	 	 

















 





EXHIBIT A: PROPERTY MANAGEMENT AGREEMENT




In the form attached as Exhibit D to the Purchase and Sale Agreement
















 





EXHIBIT B: PROPERTY INFORMATION



Investment Highlights





	§	 	 percentage leased
	 
	§	 	description of Anchor tenants
	 
	§	 	description of mix of national, regional and local retailers, as
available
	 
	§	 	description of competing anchors (e.g., grocers), if any — if none, state
this
	 
	§	 	description of parking
	 
	§	 	description of the retained attributes
	 
	§	 	lease expiry schedule






	Asset Overview






	§	 	location
	 
	§	 	date of construction, expansions, remodelling and details, when available




Financial Information





	§	 	purchase price analysis
	 
	§	 	NOI and Cashflow (preferably in ARGUS format)




Site Description





	§	 	site acreage
	 
	§	 	gross leasable area of building
	 
	§	 	description of additional buildable density.




Major Tenants Schedule Including



Tenant, Rentable Area, Basic Rent and Expiry



acquisition financing



Current Details including principal, interest, amortization, non-recourse nature



Challenges/issues



Insert Overview of challenges/issues (e.g., lease renewals, environmental, capital
expenditures, to the extent available)

















 





EXHIBIT C: EXCLUDED PARTIES




Acadia Realty Trust

Angelo Gordon

AREA Advisors

ARC

Black Rock

Blackstone

CBRE Investors

Centro

Cole

Coventry Real Estate Advisors

Crow Holdings

Dividend Capital

DLC

DRA

Edens & Avant

Emmes

Equity One

First Washington Realty, Inc.

Gazit Globe

Global Investors

Hampshire Companies

Harvard Behringer

Heitman

Homburg Invest

ING

Investcorp International

IRC/Inland Western, Etc.

JP Morgan

Kimco

Kite Realty

Konover

Kroll

Levin Management Corp.

Lightstone Group

Loeb Partners

Macquarie

Madison Marquette

Millbrook Properties

Morgan Stanley

National Development

One Liberty

Perella Weinberg

Phillips Edison

Prime Commercial Properties

Ramco Gershenson

RD Capital

Regency

Retail Opportunity Investments Corp.

Rockpoint

RVG Management

Saul Centers

Scout Capital

Stoltz

Urdang

Urstadt Biddle

Vornado

WP Realty

WS Capital Partners

















 





EXHIBIT C




PRE-RIOCAN OWNER AGREEMENTS



	 	 	 
	Property	 	Exhibit #
	Columbus Crossing
	 	C (i)
	Franklin Village
	 	C (ii)
	Loyal Plaza
	 	C (iii)
	Stop & Shop — Bridgeport
	 	C (iv)
	Blue Mountain Commons
	 	C (v)
	Sunset Crossing
	 	C (vi)
	Shaw’s Plaza
	 	C(vii)






 









 





EXHIBIT C (i)





	•	 	Amended and Restated Agreement of Limited Partnership of Delaware 1851 Associates, L.P.
dated December 9”1, 2003;






	•	 	Limited Liability Company Agreement of Cedar-Columbus, LLC dated December 9, 2003;






	•	 	Limited Liability Company Agreement of CSC-Columbus LLC dated December 9, 2003;






	•	 	Limited Liability Company Agreement of Cedar Lender, LLC dated October 31, 2003;





EXHIBIT C (ii)





	•	 	Limited Liability Company Agreement of Cedar-Franklin Village LLC dated October 22, 2004;






	•	 	Limited Liability Company Agreement of Cedar-Franklin Village 2 LLC dated October 21,
2004;





EXHIBIT C




	•	 	 Limited Partnership Agreement of Loyal Plaza Associates,
L.P. dated June 28, 2002;








	 	o	 	First Amendment to Partnership Agreement of Loyal Plaza Associates, L.P. dated
June 23, 2002;
	 
	 	o	 	Assignment and Assumption of Partnership Interest dated March 18, 2008;






	•	 	Limited Partnership Agreement of CIF-Loyal Plaza Associates, L.P, dated June 2002;
	 
	•	 	Limited Liability Company Agreement of Cedar-Second Member LLC
dated June 7, 2005;
	 
	•	 	State of Delaware Corrected Certificate of Incorporation of
CIF-Loyal Plaza Associates, Corp. A Stock Corporation filed on
June 20, 2002;






	 	o	 	By-Laws of CIF-Loyal Plaza Associates, Corp.






	•	 	Amended and Restated Limited Liability Company Agreement of Cedar
Center Holdings L.L.C. 3 dated September 14, 2001,





EXHIBIT C (iv)





	•	 	Operating Agreement of Cedar-Bridgeport, LLC dated March 2008;





EXHIBIT C (v)





	•	 	Limited Liability Company Agreement of Cedar-Clock Tower, LLC dated October 2006;





EXHIBIT C (vi)





	•	 	Limited Liability Company Agreement of Cedar Sunset Crossing, LLC dated December 9, 2003;





EXHIBIT C (vii)





	•	 	Limited Liability Company Agreement of Cedar-Raynham, LLC dated May 11, 2006;





 









 





EXHIBIT D




PROPERTY MANAGEMENT AGREEMENT



[                    ]



     THIS PROPERTY MANAGEMENT AGREEMENT (this “Agreement”) made as of
[                    ]     , 20      by and among [                     ], a [          
          ]
(“Owner”), CEDAR SHOPPING CENTERS PARTNERSHIP, L.P., a Delaware limited partnership (“Agent”) and
RIOCAN REAL ESTATE INVESTMENT TRUST, an Ontario trust (“RioCan REIT”).



BACKGROUND




     A. Owner owns or ground leases certain land and improvements known as [                    ], located in [                    ]
(the “Property”).



     B. Owner desires to retain Agent as its exclusive agent for the purposes of leasing and
managing the Property on behalf of Owner, and Agent is willing to act as agent for Owner with
respect to the Property, on the terms and conditions of this Agreement as more fully set forth
herein.



     NOW THEREFORE, in consideration of the agreements and covenants herein contained, and
intending to be legally bound hereby, Owner, Agent and RioCan REIT agree as follows:



     1. Retainer: Owner hereby retains Agent to manage and lease, as the exclusive
broker, the



 









 







Property upon the terms and conditions hereinafter set forth for an initial term of three (3)
years from the date hereof unless otherwise extended, renewed or terminated as hereinafter set
forth. This Agreement is not one of agency between the Agent for Owner but one with the Agent
engaged independently in the business of managing the Property as an independent contractor. All
employment arrangements are therefore solely Agent’s concern, and Owner shall have no liability
with respect thereto. Nothing herein shall create an agency coupled with an interest. All records
maintained by Agent with respect to the operation or maintenance of the Property shall, at all
times, be and constitute the property of Owner and shall be surrendered to Owner in accordance with
the terms hereof, without charge or expense.



     2. Standard of Care: The Agent will exercise its powers and discharge its duties
under this Agreement diligently, honestly, and in good faith. Without limitation, in making
decisions and managing the Property, the Agent will exercise the standard of care that a prudent
manager of similar properties would exercise in similar circumstances (the “Standard of Care”).



     3. Duties: The Agent shall, at the Owner’s sole cost and expense, carry out and
perform the following services in accordance with the Standard of Care, subject to the terms and
conditions of this Agreement, including, without limitation, the availability of funds to operate
the Property:



     3.1 Use its best efforts to lease or cause brokers or other agents to lease on behalf of Owner
all available space in the Property in accordance with the Approved Budget and Approved Leasing
Plan (as such terms are hereinafter defined), provided that approval of the Owner shall be required
for all leases which require approval pursuant to Section 6.3(a) of the Limited Partnership
Agreement of [CR] L.P. (the “Partnership”), of even date, as amended from time to time (the
“Partnership Agreement”). In connection with such efforts the Agent will conduct appropriate credit
reviews of prospective tenants, and enter into negotiations and finalize leases with Tenants (as
hereinafter defined) wishing to enter into, renew, extend, renegotiate or restructure their Leases
(as hereinafter defined) or expand the leased premises;



     3.2 Diligently to collect rents, additional rents and all other sums due from Tenants when due
and, where necessary or appropriate, and except as directed otherwise by Owner, take all such
actions as Agent shall deem necessary or advisable to enforce all rights and remedies of Owner
under the leases relating to the Property (the
“Leases”) or to protect the interest of Owner,
including, without limitation, the preparation and delivery to tenants under the Leases (“Tenants”)
of all “late payment”, default, and other appropriate notices, requests, bills, demands, and
statements. Agent may retain counsel, collection agencies, and such other persons and firms as
Agent shall deem appropriate or advisable to enforce, after notification to Owner, by legal action
the rights and remedies of Owner against any Tenant in default in the performance of its
obligations under a Lease. Agent shall promptly notify Owner of the progress of any such legal
action;



     3.3 To pay from the operating funds of the Property or such other funds as are provided by
Owner bills and expenses for the maintenance, repair and operation of the Property, (including all
utilities and realty taxes), provided, however, that all expenditures in excess of (a) 115% of any
line item of an Approved Budget; or (b) in excess of 110% of the total of an Approved Budget, shall
require the prior approval of the Owner. The Agent shall dispute, settle or compromise claims for
such expenses and charges where appropriate;



     3.4 Use commercially reasonable efforts, at Owner’s expense, to do or cause to be done all
such things as are necessary to ensure material compliance by the Owner as landlord with all its
covenants, duties, agreements, obligations, terms and conditions of the contracts and encumbrances
affecting the Property, and all Leases and any ground lease (if applicable), including, without
limitation, providing annual operating cost statements as required by the Leases (with copies to
RioCan REIT if it so requests), in each case, to the extent the Agent shall have knowledge of the
same;



     3.5 To establish and maintain such books of account, records, and other documentation
pertaining to the operation and maintenance of the Property as are customarily maintained by
managing agents of properties similar in location and size to that of the Property. The Agent shall
notify RioCan REIT from time to time upon request of the location of such records. Financial
records shall be maintained in accordance with United States generally accepted accounting
principles consistently applied (“GAAP”) and in sufficient detail to facilitate adequate audit and
review thereof. Agent shall prepare or cause to be prepared and file all returns and other reports
relating to the Property, other than income tax returns and any reports or returns that may be
required of any foreign owner of U.S. real property (except as expressly set forth herein);



     3.6 Select all lawyers and such other professional advisors necessary or appropriate to be
retained by the Agent to advise in connection with the management, operation, repair, maintenance,
administration and



 









 







supervision of the Property and the costs of same shall at all times be subject to the
Approved Budget or otherwise approved by the Owner, except as otherwise set out herein;



     3.7 To account for all advance deposits of Tenants;



     3.8 To take such steps as may be necessary to evaluate, and if appropriate appeal, any
assessment for realty, and any other business taxes relating to the Property, and subject to the
Approved Budget or approval of the Owner, ensure applications for rebates for vacant space (if
any) are made;



     3.9 To refund to Tenants from escrow accounts, funds of the Property or funds provided by
Owner, as appropriate, pro rated rents, rebates, allowances, advance deposit refunds, and such
other amounts as are legally due Tenants;



     3.10 To consider and advise the Owner from time to time as to rules and regulations to be
made by the Owner with respect to the Property or any additional rules and regulations required to
be made under the Leases for the better or more efficient operation of the Property and to use
commercially reasonable efforts to cause the same to be fulfilled by the Tenants;



     3.11 To collect from Tenants all insurance policies, Tenant insurance certificates, or other
evidence of insurance required to be carried by Tenants;



     3.12 Unless otherwise instructed by Owner, to secure for and on behalf of and at the expense
of Owner such insurance, including without limitation, employee dishonesty insurance, fire and
extended coverage property insurance, public liability insurance and workers’ compensation
insurance, as may be deemed by Owner (or any mortgagees) to be necessary or appropriate, in amounts
satisfactory to Owner and Agent and naming Owner and Agent as co-insureds and in form and substance
satisfactory to Owner, Agent and any mortgagees; provided, however, that if Agent promptly notifies
Owner of the insurance so secured on behalf of Owner, and promptly complies with Owner’s
instructions regarding such insurance, Owner releases and holds Agent harmless of and from any
claims, loss, damages and liability of any nature whatsoever based upon or in any way relating to
Agent’s securing or failure to secure any insurance, or any decision made by Agent with respect to
the amount or extent of coverage thereof or the company or companies issuing, brokering or
negotiating such insurance, provided that the foregoing shall not affect Agent’s obligations under
Section 19 hereof;



     3.13 To respond to complaints and inquiries by Tenants, prospective tenants and others, and
to take such corrective actions as Agent deems appropriate;



     3.14 Use commercially reasonable efforts, at Owner’s expense, to ensure material compliance by
the Owner with all restrictive covenants, easements, cost-sharing agreements with “shadow anchors”
and other title agreements to the extent the Agent shall have knowledge of the same and to use
commercially reasonable efforts to monitor compliance by the other party to such agreements of its
material obligations under all such agreements;



     3.15 To contract on behalf of and at the expense of Owner for such supplies and services in
reasonable quantities and at reasonable prices as may be appropriate with respect to the Property,
and to supervise and administer such contracts, including, without limitation, contracts for
utilities, mechanical maintenance (including preventative maintenance), window and facade
maintenance and cleaning, metal maintenance, pest control, trash removal, janitorial and
maintenance supplies, security, public relations, collection and credit reporting, legal and
accounting services, computer services, architectural and engineering services, laundry services,
and janitorial or cleaning services. In so contracting, Agent may contract with entities or persons
affiliated with it, provided, however, that the rates and charges of the affiliated entity or
person are generally competitive and consistent with rates and charges by non-affiliated entities
and will obtain a minimum of two (2) competitive bids from non-affiliated contractors who the Agent
is satisfied are able to perform such contracts and duties respecting any contract exceeding Twenty
Thousand Dollars ($20,000.00) annually. Notwithstanding anything to the contrary contained herein,
Agent shall not enter into, amend or modify any contract of the type described in this Section 3.15
unless such contract (A) is either (x) contained within the then current Approved Budget or is
otherwise approved by Owner or (y) terminable without termination fee, premium or penalty by Owner
upon not more than thirty (30) days notice and (B) does not provide or allow for annual
consideration payable thereunder in excess of $100,000;



 









 





     3.16 At the expense of Owner in accordance with the Approved Budget, to provide through
Agent’s (or its affiliates’) employees or third party contractors, all work, labor and services
necessary or appropriate to operate, maintain and repair the Property, which employees may include,
but are not necessarily limited to, a building executive director or supervisor, building manager,
leasing specialist or leasing agent, secretarial and clerical staff, maintenance personnel,
porters, laborers, security staff and watchmen. All matters pertaining to the employment,
contracting, supervision, compensation, promotion and discharge of such employees or contractors
shall be the responsibility of Agent. None of such persons shall be employees of the Owner. All
amounts payable to such parties, including without limitation, all salaries, benefits, wages,
recruitment, termination, severance and all other employment related costs and expenses for those
personnel retained in accordance with this subsection shall be reimbursed to Agent to the extent
provided in the applicable line items of the Approved Budget or as otherwise approved by the Owner.
The Agent shall be entitled to allocate personnel costs on a fair and equitable basis among the
Property and the other properties of which the Agent is the property manager as reflected in an
Approved Budget or as otherwise approved by the Owner;



     3.17 To supervise and coordinate the moving in and moving out of Tenants to accomplish
efficient and time saving use of personnel and elevators and so that there will be a minimum of
disturbance and inconvenience to the normal operation of the Property, and maintain appropriate
public relations with Tenants and prospective tenants;



     3.18 To prepare and file and/or cause to be prepared and filed necessary forms for insurance,
hospitalization, benefits, social security taxes, union dues and contributions and such other
forms, documents and returns as may be required by any governmental authority, a collective
bargaining agreement, or otherwise with respect to employees and contractors, if applicable, of
Agent at the Property and comply with all applicable laws and regulations relating thereto in all
material respects. The Agent will keep Owner fully advised in a timely manner of any circumstances
known to Agent that could lead to a labour disruption;



     3.19 To prepare and file or cause to be prepared and filed on behalf of Owner such
applications for permits, and/or licenses as may be required for the operation of the Property;



     3.20 To prepare and, where appropriate, transmit payroll records, accounting reports, vacancy
and occupancy reports, delinquency reports, cash flow reports, and disbursement ledgers. Agent may
contract with others, including but not limited to entities or persons affiliated with it, or
provide its own personnel for the performance of accounting, bookkeeping and computer services in
connection with such preparation and transmittal, all without any additional charge to Owner;



     3.21 Unless otherwise directed by Owner, to institute and prosecute on behalf of Owner such
legal actions or proceedings as the Agent deems appropriate; to collect sums due Owner; with
Owner’s approval, to evict a Tenant, former Tenant or occupant of the Property; to regain
possession of the Property or any part thereof; to contest any bill or charge asserted against or
with respect to the Property; to defend any administrative or legal action brought against Agent
and/or Owner with respect to the Property; with Owner’s approval, to commence litigation pertaining
to any labor or employment related dispute; to administratively process or litigate any tax related
issue or other issues relating to the Property; to appeal all such proceedings and lawsuits; and to
settle or compromise any claims, lawsuits, judgments and proceedings relating to the Property.
Notwithstanding the foregoing, Agent shall obtain the consent of Owner prior to initiating,
settling or adjusting any action, suit, arbitration, or litigation as and to the extent the same
shall constitute a Partnership Decision (as defined in the Partnership Agreement);



     3.22 To maintain such bank or similar accounts on behalf of Owner as are necessary or
appropriate in the operation of the Property, including such reserve, investment, security, escrow
and other accounts and to deposit all amounts collected pursuant to Leases in such accounts (or as
otherwise required by any applicable financing documents). Such funds are not to be commingled
with the Agent’s other funds;



     3.23 To open and maintain accounts on behalf of Owner with such suppliers and vendors as are
necessary or appropriate for the efficient operation of the Property;



     3.24 To join and participate on Owner’s behalf in such professional, trade or industry
organizations and associations relating to shopping centers as is necessary or appropriate with
respect to the operation of the Property;



     3.25 Use commercially reasonable efforts, at Owner’s expense, to ensure that the Owner is
in



 









 







material compliance with all then current federal, state and municipal laws and regulations
(including, without limitation, all laws and regulations relating to the environment or any health
and safety matters), and/or any permits or authorizations granted thereunder and to notify Owner of
any material violations of any laws, orders, rules, or determinations of any governmental authority
or agency affecting the Property promptly after such violation or determination is known to Agent
and, subject to the other terms and provisions of this Agreement, to propose to Owner and implement
at Owner’s expense remedies of any such violations. Without limiting the generality of the
foregoing, the Agent shall prepare all environmental protocols, policies and procedures as required
by law and use reasonable commercial efforts to implement and enforce such protocols, policies and
procedures;



     3.26 To notify Owner of any catastrophe or major loss or damage or other material adverse
change with respect to the Property, and to similarly notify all appropriate insurance authorities
of the same, promptly upon Agent’s knowledge thereof;



     3.27 If from time to time, the Owner may elect to make physical changes to the Property, the
Agent shall conduct to the best of its ability any negotiations with any Tenants which may be
required in respect of business interruption, physical changes to premises or relocations
(temporary or permanent) and shall consult with the Owner on a regular basis during such required
negotiations as to what actions are most desirable. The Agent shall also arrange for the
supervision of all work required to be performed by the Owner in order to prepare space in the
Property for marketing or occupancy by Tenants or any alterations of the common areas or the
systems or structures of the Property, all in accordance with plans and specifications approved by
the Owner and the Approved Budget;



     3.28 The Agent shall be paid a construction supervision fee in the amount of (a) five percent
(5%) of the total Hard Construction Costs incurred for all construction work performed by or on
behalf of Owner at, in or about the Property from and after the date hereof and (b) one percent
(1%) of the total Hard Construction Costs incurred for all construction work performed by or on
behalf of a Tenant at, in or about the Property from and after the date hereof on a reverse
build-to-suit basis (i.e., whereby a Tenant shall construct improvements for the benefit of Owner
which Owner shall retain fee title following the term of the applicable Lease) (each a
“Construction Fee”). For the purposes hereof, “Hard Construction Costs” means all actual
construction costs incurred, including, without limitation, costs or materials, supplies,
equipment, labour and services, but excluding all costs commonly referred to as “soft costs”
including, without limitation, architectural, engineering and consultants fees and disbursements,
insurance, permits and financing costs and expenses, interest, salaries and the Construction Fee.
Construction Fees shall be due and payable monthly on the basis of receipts for Hard Construction
Costs incurred for the prior month (or portion thereof). Except as expressly provided above, no
Construction Fee shall be payable by Owner in connection with Tenant performed construction;
provided, however, Agent shall be entitled to compensation on account of supervising Tenant
performed construction if and to the extent such compensation shall be provided for in the
applicable Lease;



     3.29 The Agent shall be responsible for reviewing, or retaining and supervising professionals,
to review, any plans or specifications for any Tenant changes or leasehold improvements in premises
within the Property required by the provisions of any Lease and for planning and arranging for and
monitoring the execution of any such work, which plans and specifications shall be subject to the
approval of the Owner. The Agent shall use its reasonable commercial efforts to carry out any
obligations of the Owner required to effect alterations or improvements to premises within the
Property in connection with the leasing of such premises on a timely basis and in accordance with
an Approved Budget so that the Tenant’s move into such premises is accomplished in accordance with
the applicable Lease. The Agent shall also arrange payment of all inducements and improvements or
other allowances as set out in an Approved Budget or as otherwise approved by the Owner to be paid
in connection with Leases upon fulfillment of all conditions with respect to such payment and the
Owner agrees to fund such payments in a timely manner;



     3.30 Upon request of Owner, to provide or arrange for such engineering, architectural, design
or consulting services with respect to construction, rehabilitation or decorating work or proposed
construction, rehabilitation or decorating work at the Property, all such services to be paid for
by Owner;



     3.31 To handle on behalf of Owner the submission to appropriate insurance officials of
insurance claims and the settlement thereof, provided however, that with respect to any proceeds or
reimbursements with respect to such claim which is in excess of Twenty Five Thousand Dollars
($25,000), Agent shall be paid a processing fee, in addition to all other fees set forth herein, in
an amount equivalent to three percent (3%) of the amount received by Owner with respect to that
claim;



 









 





     3.32 To prepare such customary reports, data, presentations, market surveys or other material
as Owner reasonably requests in connection with the sale, refinancing, disposition or leasing of
the Property;



     3.33 To institute at Owner’s expense, advertising, marketing and public relations campaigns
pertaining to the Property;



     3.34 To recommend to Owner, where Agent deems it appropriate, programs for the
rehabilitation, remodeling, repairs and marketing of the Property;



     3.35 To prepare and file on behalf of the Owner all Sales and Use Taxes returns relating to
the Property and remit with such returns any net tax owing by the Owner on such returns. The Agent
shall deposit any net tax refunds received in the accounts maintained for the Owner;



     3.36 To use commercially reasonable efforts, at Owner’s expense, to cause compliance with all
material terms and conditions contained in any mortgage, deed of trust or other security
instruments affecting the Property or any document governing the Loan described in Section 22 to
the extent the Agent shall have knowledge of the same; and



     3.37 To perform such other customary services on behalf of Owner with respect to the Property
as shall be reasonably requested from time to time by Owner. If Owner and Agent disagree as to
which services are customarily performed by property managers as aforesaid, Agent shall not be
required to perform such service until resolution of such dispute, and such non-performance shall
not be the basis of termination by Owner of this Agreement.



     4. Structural Changes: Owner expressly withholds from Agent any power or authority to
make any structural changes in any building or to make any other major alterations or additions in
or to any such building or equipment therein, or to incur any expense chargeable to Owner other
than expenses related to exercising the express powers above vested in Agent without the prior
written approval of Owner (or any party that Owner shall direct), except such emergency repairs as
may be required because of danger to life or property or which are immediately necessary for the
preservation and safety of the Property or the safety of the occupants thereof or are required to
avoid the suspension of any necessary service to the Property.



     5. Payments to Owner: Agent agrees to remit promptly to the account designated by
Owner, all receipts received in the prior calendar month with respect to the Property in excess of
budgeted operating expenses and reserves. In the event that the amount of costs and expenses
incurred by the Agent in the management of the Property exceed the amount held in trust by the
Agent for the Owner, the Agent shall thereupon furnish the Owner with an accounting of same.



     6. Owner to Provide Funds: Owner shall, at all times, provide necessary funds to
maintain and operate the Property as efficiently as possible and in a first class manner in keeping
with the standards of operations for similarly situated shopping centers in the area. Owner shall
advance such funds to Agent no later than thirty (30) days after its receipt from Agent of notice
of the necessity for such advance. Owner agrees to provide any anticipated cash deficits thirty
(30) days prior to its occurrence.



     7. Access to Books and Records: The Agent will, at reasonable intervals, and during
normal business hours, on reasonable prior written notice, permit the Owner or RioCan REIT or the
authorized agents of any of the foregoing to examine all books of account, records, reports and
other papers of the Agent, where practicable in electronic format, relating to the services
performed by the Agent under this Agreement for the Property and to make copies thereof and to make
extracts therefrom. The Agent agrees with the Owner that, if in connection with any financing of
the Property, any documentation is required in addition to the documentation provided for in this
Article, the Agent shall fully co-operate with the Owner, at Owner’s expense, and deliver same to
such person or entity as the Owner may designate. No such records shall be destroyed by the Agent
within six (6) years of the making thereof without the prior approval of the Owner and RioCan REIT.
The Agent shall co-operate with Owner’s auditor in the preparation of financial statements and
their presentation to the Owner. The Agent shall co-operate with RioCan REIT’s internal auditor in
relation to internal controls over financial reporting at RioCan REIT’s expense.



     8. Auditors and Appraisers: The Agent shall make available to the Owner, the auditor,
and to any appraiser such information and material as and when the same may be reasonably requested
by the Owner or RioCan REIT and otherwise give such co-operation as may be reasonably necessary for
such persons to carry



 









 







on their duties. The Agent shall assist in the conduct of any spot or internal audit that
RioCan REIT requests to be performed from time to time, at RioCan REIT’s expense.



     9. Budgets: The Agent shall prepare and submit to the Owner for its approval not
later than ninety (90) days prior to the commencement of each year in the format required by the
Owner with respect to the Property:




	 	(a)	 	an operating and cash flow budget for the next ensuing three (3) years to be
calculated on a monthly basis for the next ensuing year and on an annual basis for the
following two (2) years which budget shall set forth both anticipated gross revenues
and operating expenses on an accrual basis in accordance with GAAP and which shall
include the assumptions used in its preparation;
	 
	 	(b)	 	an annual capital expenditure budget for the next ensuing three (3) years
broken down on a monthly basis for the next ensuing year and on an annual basis for
the following two (2) years;
	 
	 	(c)	 	a leasing plan (which, once approved, shall become the “Approved Leasing
Plan” for such year) for the next ensuing three (3) years broken down on a monthly
basis for the next ensuing year and on an annual basis for the following two (2) years
which shall set forth projected monthly or annual lease revenue for the next ensuing
three (3) years for the Property and each Tenant including lease start date, lease
termination date, renewal increase assumptions, renewal commencement assumptions,
lease amounts, known tenant build-out cost assumptions and any other commentary of
significance for each Tenant;
	 
	 	(d)	 	commentary summarizing the principal conclusions and assumptions of the
Approved Leasing Plan; and
	 
	 	(e)	 	such other financial information as reasonably requested by the Owner.





               Each of the foregoing budgets and plans shall be in such detail as the Owner shall reasonably
require. Agent shall make such reasonable modifications to each proposed pro forma budget it
prepares in accordance with this Section 9 until Owner shall have approved the budget in writing
(such budget when approved, the “Approved Budget”). During any period when the Advisory Board (as
defined in the Partnership Agreement) shall fail to approve any proposed budget prior to the
commencement of the fiscal year to which such budget relates, the Property shall be operated
pursuant to the proposed budget for such fiscal year with respect to those portions approved by the
Advisory Board and with respect to those portions not approved by the Advisory Board, in accordance
with the prior year’s Approved Budget (except for non-recurring expenditures which shall be deemed
removed from such prior year’s Approved Budget) with each non-approved line item increased by three
and one-half percent (3.5%) from such prior year’s Approved Budget; provided,
however, that expenditures by the Agent for Necessary Expenses (as defined in the
Partnership Agreement) shall not be limited by amounts set forth in the prior year’s Approved
Budget.



               The Agent shall from time to time as circumstances may warrant (but not less often than
quarterly) prepare and submit to the Owner for its approval any proposed revisions to any
previously Approved Budget, it being understood that where a budget revision is so submitted the
previously Approved Budget will not be amended until the revision with respect to which approval of
the Owner is sought, is approved by the Owner.




	 	10.	 	Reports:
	 
	 	10.1	 	The Agent covenants and agrees to prepare and submit to the Owner electronically:
	 
	 	(a)	 	monthly, within fifteen (15) days for preliminary financial results, and twenty (20)
days after
the end of each month, the following:






	 	(i)	 	in the format required by the Owner, a balance sheet, a trial balance, a
summary
operating statement, a detailed operating statement and a cash flow statement each
showing the month’s Approved Budget items in comparison with the actual amounts
thereof as well as the year to date totals thereof and an annual budget to the end
of




 









 






	 	 	 	the year which shall explain any material variances, provide management fees as a
separate line item, and include a schedule of fees paid to the Agent for the
month;
	 
	 	(ii)	 	a statement of arrears of rents on an aged basis, including commentary on any Tenant
with material arrears;
	 
	 	(iii)	 	a report on status of existing litigation, threatened litigation and
contemplated litigation;
	 
	 	(iv)	 	a report on Tenant sales in the Property, on a Tenant by Tenant basis, for
the previous twenty-four (24) months, obtained in accordance with the provisions of
Leases (or if otherwise obtained by the Agent) with respect to all Leases pursuant to
which percentage rent is payable, recognizing that amounts of percentage rent are
small at most of Agent’s properties;
	 
	 	(v)	 	a report apprising as to any damage to the Property and the repair and replacement
thereof, and as to any anticipated or required change or alteration to the
improvements and to the equipment or systems, in each case comprising part of the
Property;
	 
	 	(vi)	 	a net cash flow report, including a twelve (12) month cash flow forecast,
which forecast shall include estimated timing of disbursements to and from the Owner;
	 
	 	(vii)	 	a bank reconciliation for the month;
	 
	 	(viii)	 	a list of cheques issued for the month;
	 
	 	(ix)	 	a current rent roll summarizing all Leases in effect in the Property
including the relevant rental (including percentage rental where applicable), area
occupied, expiry date, any other material conditions and renewal options;
	 
	 	(x)	 	a leasing activity report including a comparison to budget;
	 
	 	(xi)	 	a capital expenditures report including a comparison to budget;
	 
	 	(xii)	 	a mortgage payable amortization schedule, together with a summary of the
details of any financial covenants and restrictions and the compliance therewith;
	 
	 	(xiii)	 	details of all fees payable to the Agent hereunder; and
	 
	 	(xiv)	 	a report on any other matters relating to the Property in the month which
the Agent reasonably believes are significant and should be brought to the Owner’s
attention or which the Owner believes to be significant and has drawn to the attention
of the Agent and/or any material workplace health and safety issues relating to the
Property and/or any material environmental issues relating to the Property and/or
material violations of laws,






all as may be revised from time to time in accordance with the requirements of the Owner
acting reasonably together with such other reports and information as may be requested by
the Owner from time to time acting reasonably;




	 	(b)	 	from and after the happening of any damage to or destruction of the Property, on the first
Business Day (as hereinafter defined) of each month commencing on the first Business Day of
the month following the happening of such damage or destruction and continuing until the
first Business Day of the month next following the month in which any work authorized by
the Owner shall have been completed, written reports specifying in such detail as the Owner
shall require, acting reasonably, a monthly status report as to the repair, replacement or
correction of such damage or destruction duly authorized by the Owner;





 









 






	 	(c)	 	in addition to the monthly reports outlined above, after the end of each of the first,
second,
third and fourth quarters in each year prepare and provide to the Owner, within
thirty (30) days of the end of such quarter reports in the format required by the
Owner, acting reasonably, in writing including:






	 	(i)	 	a report commenting on the financial results for each period;
	 
	 	(ii)	 	updated tax basis reporting (to allow the calculation of
current and deferred taxes on temporary differences);
	 
	 	(iii)	 	leasing reports for the Property in the form presently
discussed in regular management meetings of Agent including, but not limited
to, (A) a leasing report depicting information for new Leases being
negotiated, (B) a lease reporting form depicting information for new Leases
completed, (C) a leasing expirations and renewals report depicting information
for Leases due to expire within twelve months, and (D) a competition report
depicting information on competing properties in the area;
	 
	 	(iv)	 	a list of non recurring committed expenditures in excess of
Twenty Five Thousand Dollars ($25,000) each and the anticipated date of
payment thereof;
	 
	 	(v)	 	a fixed asset continuity schedule; and
	 
	 	(vi)	 	a report on any other matters pertaining to the Property in
the quarter which the Agent reasonably believes are significant and should be
brought to the Owners’ attention or which the Owner believes to be significant
and have drawn to the attention of the Agent and on any material litigation
affecting the Property and on any material workplace health and safety issues
relating to the Property and on any material, physical or environmental issues
relating to the Property, all as may be revised from time to time in
accordance with the requirements of the Owner acting reasonably, together with
such other reports and information as may be requested by the Owner or RioCan
REIT from time to time, acting reasonably.






	 	10.2	 	The Agent covenants and agrees as follows:
	 
	 	(a)	 	not later than April 30 of each year, to prepare and provide to the Owner
and each of the Tenants a reconciliation on account of recoveries from Tenants for
operating expenses for the prior year in accordance with the Leases;
	 
	 	(b)	 	to prepare all budgets and reports in accordance with GAAP; and
	 
	 	(c)	 	at RioCan REIT’s request, to review and approve the purchase price allocation
model used in the financial statements prepared pursuant to this Agreement.





     10.3 The Agent recognizes that RioCan REIT, will be subject to International Financial
Reporting Standards (“IFRS”) commencing January 1, 2011, with retroactive impact to January 1,
2010. Consequently, periodic third party appraisals may be necessitated and the Agent will oversee
such process, provided that RioCan REIT shall pay for the costs of any appraisals not required by
credit facilities of Cedar Shopping Centers Inc. (or any subsidiary thereof, or financings on the
Property) and any audit expenses in connection therewith, if applicable. The Agent will also use
reasonable efforts to provide to RioCan REIT information it requires to convert to GAAP financial
information to IFRS.



     10.4 The Agent will allow RioCan REIT to perform, at its expense, from time to time, internal
control auditing of all expenses of the Property (including information technology and other
infrastructures as RioCan REIT deems necessary).



     10.5 The Agent will assist RioCan REIT in preparing any necessary tax certificates for foreign
owners.



 









 





     10.6 The Agent agrees that (i) it will deliver to RioCan REIT copies of all reports,
statements, plans, budgets and other deliveries to be delivered to the Owner pursuant to Section 9
and this Section 10 at the same time as the same are delivered to the Owner; and (ii) RioCan REIT
shall have the same entitlements as are granted to the Owner under Section 9 and this Section 10 to
reasonably request any additional information or reporting, or to require reasonable changes in
format.



     10.7 Notwithstanding anything to the contrary contained in this Agreement, if RioCan REIT
shall request additional information or materials that are not readily available to Agent, or the
preparation of additional reports not customarily prepared by Agent, the reasonable cost and
expense of providing such information, materials and reports shall be paid by RioCan REIT promptly
following demand. The provisions of this Section 10.7 shall only apply to supplemental or
additional information, materials and reports requested by RioCan REIT, and not to the specific
information, materials and reports expressly required to be provided under this Agreement.



     11. Data Transfer: The Agent will provide all the information called for in Sections
9 and 10, and any other information as deemed necessary through the Agent’s intranet site or other
electronic transfer.



     12. Fees: Except as otherwise provided for herein, Owner shall pay to Agent a
property management fee in an amount equal to three and one-half percent (3.5%) of the gross
receipts of the Property (the “Management Fee”). This fee shall be payable in monthly installments
from the operating accounts maintained pursuant to Section 3.22 hereof. “Gross receipts” of the
Property shall include all rents, percentage rents, tenant charges, reimbursements from Tenants
for common area maintenance charges, insurance, utilities and real estate taxes, forfeited
deposits and such other amounts as are collected from Tenants and shall exclude sales taxes
collected from Tenants, deposits from Tenants (other than forfeited deposits), proceeds from any
sale or refinancing of the Property or any portion thereof and proceeds of any lease termination
payment, settlement, insurance award (except as provided in Section 3.31) or condemnation award.
The Management Fee does not include payment for leasing services, which shall be payable to Agent
pursuant to Section 12.2 below.



     12.1 To the extent that operating revenues of the Property are insufficient to pay the
Management Fee in full when due, and to the extent that Agent agrees in writing in advance to defer
receipt by it of any part of the Management Fee due it, the amount so deferred shall bear interest
at the rate of two (2) percentage points in excess of the “prime rate” or “base rate” from time to
time announced by Citibank, N.A., New York New York compounded monthly. Nothing herein contained,
however, shall be construed to obligate Agent to defer receipt by it of any Management Fee or other
fees whatsoever.



     12.2 [INSERT FOR BLUE MOUNTAIN AND FRANKLIN VILLAGE ONLY: Subject to the terms and provisions
of Section 6(c) of that certain Purchase and Sale Agreement dated as of October 26, 2009, by and
between Agent and RioCan Holdings USA Inc.,] Agent or its affiliate shall be the leasing agent for
the Property. Owner shall pay Agent or its affiliate a leasing commission for each Lease signed by
a Tenant and Owner at any time after October 26, 2009 (a “Leasing Commission”) in an amount equal
to:




	 	(a)	 	five percent (5%) of the Minimum Rent payable during the lesser of (i) the
entire primary term of such Lease and (ii) the first five (5) years of the primary
term of such Lease, if the premises demised thereunder is less than 5,000 square feet
of gross leasable area; and
	 
	 	(b)	 	$3.00 per square foot of gross leasable area, if the premises demised
thereunder is 5,000 square feet or more of gross leasable area.





     In the event of a lease renewal or extension, the Leasing Commission payable to Agent shall be
an amount equal to:




	 	(a)	 	two and one-half percent (2.5%) of the Minimum Rent payable during the lesser
of (i) the entire renewal term of such Lease and (ii) the first five (5) years of the
renewal term of such Lease, if the premises demised thereunder is less than 5,000
square feet of gross leasable area; and
	 
	 	(b)	 	$1.50 per square foot of gross leasable area, if the premises demised
thereunder is 5,000 square feet or more of gross leasable area.





     For the purposes hereof, “Minimum Rent” shall mean all fixed rent stated in the Lease in
question



 









 







(regardless of how such rent is denominated), but excluding the following items of additional
rent (regardless of how such items are denominated):




	 	(a)	 	amounts which are above or in addition to the fixed rent, whether payable by
Tenant as adjustments or otherwise, for realty taxes, cleaning costs, all other
operating expense escalations or pass-throughs, and percentage rentals (if any);
	 
	 	(b)	 	amounts paid by Tenant, or melded into Tenant’s rental under the Lease, for
work performed for Tenant in excess of Landlord’s Work as specified in the Lease
shall be excluded;
	 
	 	(c)	 	amounts added to or melded into Tenant’s rental under the Lease to reimburse
landlord for Tenant’s space in another property which landlord agrees to “take over”
and credits allowed to Tenant against Lease rental for payments made by Tenant to its
landlord(s) to satisfy, cancel or discharge leasehold obligations of Tenant. These
payments shall be deducted as allowed or made against Tenant’s rental under the Lease;
	 
	 	(d)	 	amounts agreed to be paid by landlord to landlords of Tenant to satisfy,
cancel or discharge Tenant’s obligations under its existing leases or agreements and
losses incurred in assigning such leases or subletting such space. Such payments
shall be deducted when paid and losses shall be deducted when incurred;
	 
	 	(e)	 	amounts paid for additional cleaning, security and/or other services not
commonly supplied to other Tenants of the Property shall be excluded;
	 
	 	(f)	 	amounts paid by Tenant in connection with Tenant’s option to cancel its
Lease, if any, shall be excluded; and
	 
	 	(g)	 	rent concessions, work letter allowances and rent allowances granted to
Tenant shall be deducted.





     In the case of gross rents or semi-gross rents, an appropriate allocation will be made to
reflect the portions of such rents which would be equivalent to the minimum rent payable on a net
lease.



     All Leasing Commissions shall be reduced by 25% if an outside broker is used. Fifty percent
(50%) of the amount of any Leasing Commission due hereunder shall be payable to Agent or its
affiliate upon the payment by the Tenant to Owner of the first month’s rent due under the
applicable lease or lease renewal (other than any security deposit) and the lease or renewal being
fully executed, and the remaining fifty percent (50%) thereof shall be payable to Agent or its
affiliate if and when the Tenant has opened for business (it being acknowledged and agreed that the
full Leasing Commission shall be due and payable if the foregoing events shall occur
simultaneously). In addition, Owner shall reimburse Agent for the reasonable actual out-of pocket
costs of all advertising plans and promotional materials and all reasonable attorneys’ fees
incurred by Agent in connection with the leasing of any space at the Property.



     12.3 Upon the sale or transfer, directly or indirectly, of the Property by Owner by deed, or
by transfer of all of the ownership interests in Owner or otherwise, Owner shall pay to Agent a
disposition fee (a “Disposition Fee”) equal to one-half of one percent (0.5%) of the gross sales
price paid by the purchaser of the Property; provided, however, that any Disposition Fee payable
hereunder shall not exceed $150,000. The Disposition Fee shall be deemed earned, and, therefore,
shall be paid, as and when title (by deed or transfer of ownership interests) to the Property
closes and without regard to whether one or more outside brokers were engaged in connection with
such sale or transfer. Notwithstanding the foregoing, for so long as Agent or any of its affiliates
shall be partners of any ultimate owner of the Owner (Agent or such affiliated partner(s) in their
respective capacity as partners of Owner, being “Cedar Affiliated Partner(s)”), Agent shall not be
entitled to a Disposition Fee hereunder in the event of any transfer of interests in Owner by and
among any of the then existing partners of Owner or any sale or transfer by deed of the Property to
any of the then existing partners of Owner.



     12.4 Upon any financing or refinancing by debt, sale and leaseback or other form of financing
with respect to the Property arranged by the Agent (other than in connection with (i) any company
loan from any partner of Owner to Owner and (ii) any trade payable incurred in the ordinary course
of business), Owner shall pay to Agent a financing fee (the “Financing Fee”) equal to one-quarter
of one percent (0.25%) of the original



 









 







principal amount of the Financing; provided, however, that fifty percent (50%) of any
Financing Fee shall be paid to RioCan REIT if RioCan REIT was the sole procuring party with respect
to such financing or refinancing; provided further, that any Financing Fee payable hereunder shall
not exceed $50,000. The Financing Fee shall be deemed earned, and, therefore, shall be paid, as and
when the subject financing closes and without regard to whether one or more outside brokers were
engaged in connection with such financing.



     13. Expenses: Owner shall reimburse Agent for reasonable, actual out of pocket
expenses including telephone and facsimile charges, postage and express mail service and travel and
food expenses incurred by Agent in connection with Agent’s on site supervision of the Property by
Agent’s officers and personnel (evidenced by receipts submitted to Owner). Agent shall not accept
for its own account in the execution of its duties hereunder, any commissions, reductions, finder’s
fees or other concessions from tradesmen, suppliers, contractors, insurers, or tenants. If such
concessions are received by the Agent, they shall be remitted to or credited to the Owner promptly
after receipt.



     14. Legal Services: The Agent, on behalf of Owner, shall engage Stuart H. Widowski,
Esq., or his successor, as legal counsel to provide legal services for Owner and the Property.
Such services shall be provided as required and at a rate of $275 per hour.



     15. Sales and Financing:




	 	(a)	 	If the Owner executes a listing agreement with a broker for the sale of the
Property, the Agent shall co-operate with such broker so that the respective
activities of the Agent and broker may be carried on without friction and without
material interference with Tenants. The Agent will provide access to the Property
during reasonable business hours on reasonable prior written notice.
	 
	 	(b)	 	If the Owner elects to sell, finance or refinance the Property or its
interest therein then upon the written request of the Owner, the Agent agrees at
Owner’s expense (i) to assist in the setting up of due diligence rooms or websites,
copying documents, obtaining consents and delivering notices; (ii) to assist the Owner
in the evaluation of the truth, correctness and completeness of any and all facts
(collectively, the “Representations”) requested by a prospective buyer or lender, in
connection with its operation, maintenance, repair, servicing, compliance with
governmental requirements and other matters, but without representation or warranty by
the Agent; and (iii) to conduct a good faith review of its files to determine which
Representations can be made and to disclose to the Owner which Representations cannot
be made, but without representation or warranty by the Agent.
	 
	 	(c)	 	In connection with any sale or financing of the Property, the Agent shall
assist in the preparation of any required statement of adjustments and shall provide
any ongoing services required in connection with the sale after closing, including,
without limitation, collection of receivables, readjustment of the statement of
adjustments and tenant billings, subject to the continuation of the term of this
Agreement during any such period, including, without limitation, the payment of all
fees provided hereunder to the Agent.





     16. Compliance with Laws: In performing its obligations hereunder, Agent shall comply
with all applicable federal, state and local laws and regulations.



     17. Term and Termination: The initial term of this Agreement shall be for a period of
three (3) years from the date hereof and this Agreement shall automatically renew from year to year
thereafter unless and until terminated by either party upon ninety (90) days’ prior written notice
thereof. Notwithstanding the foregoing, Owner shall be entitled to terminate this Agreement (with
no additional compensation) at any time upon seven (7) days’ prior written notice to Agent (which
notice may be given by RioCan REIT on behalf of Owner) if a Cause Event shall have occurred and be
continuing. Notwithstanding the foregoing, Agent shall be entitled to terminate this Agreement at
any time upon seven (7) days’ prior written notice to Owner and RioCan REIT if (I) for so long as
Agent and the general partner of Owner shall be under common control, the general partner of Owner
shall be removed by reason of a “Cause Event” pursuant to the terms of the Partnership Agreement,
(II) a Bankruptcy Event shall occur with respect to Owner or (III) Owner is in material default in
the performance or observance of any of its covenants or obligations under this Agreement (other
than, for so long as Agent and the general partner of Owner shall be under common control, a
default by Owner resulting from the wilful default of the general partner of Owner under the
Partnership Agreement), which default



 









 







continues uncured for a period of sixty (60) days after written notice to Owner and RioCan
REIT, provided, that if such default is not reasonably susceptible of being cured with
such sixty (60) day period and Owner shall have commenced a cure of such default within such sixty
(60) day period and is diligently pursuing a cure of such default, Owner shall have such
additional time as is reasonably necessary to cure such default. This Agreement shall terminate
automatically if:




	 	(i)	 	all or substantially all of the Property is condemned or acquired by eminent
domain; or
	 
	 	(ii)	 	all or substantially all of the Property is destroyed by
fire or other casualty as a result of which all or substantially all of the
Tenants are unable to continue the normal conduct of their business in their
respective occupied spaces and are permanently released under their
respective Leases from the payment of all rent thereunder; or
	 
	 	(iii)	 	all of the Property is sold or ground leased to an unrelated, third party
purchaser; or
	 
	 	(iv)	 	upon the transfer by all of the Cedar Affiliated Partners of
all of their respective indirect interests in the Owner to one or more
unaffiliated parties.





               For the purposes hereof, (A) “Cause Event” means, with respect to Agent, the occurrence of any
of the following events: (a) Agent commits fraud, willful misconduct or gross negligence in the
performance of its duties and obligations under this Agreement; (b) Agent is in material default in
the performance or observance of any of its covenants or obligations under this Agreement, which
default continues uncured for a period of sixty (60) days after written notice to Agent,
provided, that if such default is not reasonably susceptible of being cured with such sixty
(60) day period and Agent shall have commenced a cure of such default within such sixty (60) day
period and is diligently pursuing a cure of such default, Agent shall have such additional time as
is reasonably necessary to cure such default; (c) any Bankruptcy Event with respect to Agent; (d)
Agent and the general partner of Owner shall not be under common control, or (e) for so long as
Agent and the general partner of Owner shall be under common control, the general partner of Owner
shall be removed by reason of a “Cause Event” pursuant to the terms of the Partnership Agreement
and (B) “Bankruptcy Event” means, with respect to any entity, the occurrence of any of the
following events: (i) the filing by it of a voluntary petition in bankruptcy, (ii) an adjudication
that it is bankrupt or insolvent unless such adjudication is stayed or dismissed within sixty (60)
days, or the entry against it of an order for relief of debtors in any bankruptcy or insolvency
proceeding unless such order is stayed or dismissed within ninety (90) days, (iii) the filing by it
of a petition or an answer seeking for itself any reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, (iv)
the filing by it of an answer or other pleading admitting or failing to contest the material
allegations of the petition filed against it in any proceeding of the nature described in the
preceding clause (iii), (v) its seeking, consenting to or acquiescing in the appointment of a
trustee, receiver or liquidator of it or of all or any substantial part of its assets, or (vi) the
failure within ninety (90) days after the commencement of any proceeding against it seeking
reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief
under any statute, law or regulation, to have the proceeding stayed or dismissed, or the failure
within one hundred twenty (120) days after the appointment without its consent or acquiescence of a
trustee, receiver or liquidator of it or of all or any substantial part of its assets to have such
the appointment vacated or stayed, or the failure within ninety (90) days after the expiration of
any such stay to have the proceeding dismissed or the appointment vacated, or (vii) such party
generally shall be unable to pay, or shall admit in writing its inability to pay, its debts as they
become due.



     17.1 Owner shall pay or reimburse Agent for any monies due it under this Agreement for
services prior to termination, notwithstanding termination of this Agreement. All provisions of
this Agreement that require Owner to have insured or to defend, reimburse or indemnify Agent shall
survive any termination and, if Agent is or becomes involved in any proceeding or litigation by
reason of having been Owner’s Agent, such provisions shall apply as if this Agreement were still in
effect. Owner agrees that Agent may withhold funds for thirty (30) days after the end of the month
in which this Agreement is terminated to pay bills previously incurred but not yet invoiced, and to
close accounts.



     17.2 On termination of this Agreement:




	 	(a)	 	the Agent shall within fifteen (15) days thereafter render a final accounting to the
Owner and





 









 






	 	 	 	pay over any balance in the Agent’s trust account remaining at the credit of the
Owner (subject to Section 17.1 hereof);
	 
	 	(b)	 	the Agent shall promptly surrender to the Owner all property, documents and
information of Owner acquired in the course of or incidental to this Agreement
including, but not limited to all lease agreements, computer programs and records and
other files, records, contracts and information to the continuing operation of the
Property;
	 
	 	(c)	 	the Agent shall surrender any space occupied by Agent in the Property in
connection with its responsibilities under this Agreement;
	 
	 	(d)	 	the Agent shall assign to the Owner all contracts related to the Property and
entered into in accordance with this Agreement, if applicable and assignable, and that
were entered into in accordance with this Agreement and the Owner (or a replacement
property manager) shall assume all such contracts;
	 
	 	(e)	 	the Agent shall give notices to Tenants and other persons as Owner may
direct with respect to such termination; and
	 
	 	(f)	 	the Agent shall cooperate fully with Owner and Owner’s agents and
representatives to effectuate an orderly transition in connection with the management
and/or operation of the Property.
	 
	 	18.	 	Indemnity:





     18.1 The Agent shall be indemnified, defended and held harmless by the Owner from and against
any and all expenses (including reasonable attorneys’ fees), losses, damages, liabilities, charges
and claims of any kind or nature whatsoever including the cost of seeking to enforce this
indemnification right (collectively “Indemnified Losses”), incurred by Agent arising out of or
incidental to any act performed or omitted to be performed by Agent in its capacity as property
manager and/or in connection with the Property, including, without limitation, any act or omission
constituting ordinary negligence of Agent, provided that such act or omission did not constitute
gross negligence, willful misconduct (including, without limitation, an intentional breach of the
terms of this Agreement) or fraud.



     18.2 All indemnification obligations under this Agreement shall also run to the benefit of
any affiliate of any Agent or any principal, partner, member, manager, shareholder, controlling
person, officer, director, agent or employee of Agent (each of the foregoing, together with Agent,
a “Protected Person”).



     18.3 The Owner shall promptly reimburse (or advance, to the extent reasonably requested by a
Protected Person other than in connection with Indemnified Losses resulting from claims made by
Owner) each Protected Person for reasonable legal or other expenses (as incurred) of each Protected
Person in connection with investigating, preparing to defend or defending any claim, lawsuit or
other proceeding relating to any Indemnified Losses for which the Protected Person may be
indemnified pursuant to this Section 18 provided, that such Protected Person executes a written
undertaking to repay Owner for such reimbursed or advanced expenses if it is finally judicially
determined that such Protected Person is not entitled to the indemnification provided by this
Section 18.



     18.4 The provisions of this Section 18 shall continue to afford protection to each Protected
Person regardless of whether such Protected Person remains in the position or capacity pursuant to
which such Protected Person became entitled to indemnification under this Section 18 and regardless
of any subsequent amendment to or termination of this Agreement.



     18.5 The Owner shall be indemnified, defended and held harmless by Agent from and against any
and all Indemnified Losses incurred by Owner arising out of the gross negligence, willful
misconduct (including, without limitation, an intentional breach of the terms of this Agreement)
or fraud of Agent.



     18.6 The provisions of this Section 18 shall survive the expiration or any termination of
this Agreement.



 









 





     19. Insurance:



     19.1 The Agent shall place and maintain in its capacity as manager and throughout the term of
this Agreementunder its corporate insurance policy:




	 	(i)	 	comprehensive dishonesty, disappearance and destruction insurance for an amount
of not less than $2,000,000, and
	 
	 	(ii)	 	errors and omissions insurance coverage of $1,000,000.






Any liability insurance policy or policies obtained by or on behalf of Owner shall
name the Agent as an additional named insured so as to protect and indemnify the
Agent from liability in the same manner and to the same extent as the Owner. All
policies of insurance shall contain a waiver of any rights of subrogation which
the insurers may have against the Agent whether or not the damage was caused by
the act, omission or negligence of the Agent.



     19.2 All insurance policies placed pursuant to this Section 19 shall name the Owner as an
additional named insured so as to protect and indemnify them in the same manner and to the same
extent as the Agent. All policies of insurance shall contain a waiver of any rights of subrogation
of which the insurers may have against the Owner.



     19.3 Owner and Agent shall each waive any claim for loss or damage against the other and
mutually agree to hold each other harmless for loss to the Property to the extent that either party
is reimbursed or indemnified by insurance coverage.



     19.4 The provisions of this Section 19 shall survive the expiration or any termination of
this Agreement.



     20. Violations of Law: Agent will promptly notify Owner of any violations of any
requirements of any statute, ordinance, law or regulation of any governmental body or any public
authority or official thereof having jurisdiction with respect to the Property known to the Agent
and shall promptly use commercially reasonable efforts at Owner’s expense to cure such violations
and to prevent any civil or criminal liability from being imposed.



     20.1 In the event (A) it is alleged or charged that the Property or any equipment therein or
any act or failure to act by the Owner or its agents with respect to the Property or the sale,
rental, or other disposition thereof fails to comply with, or is in violation of, any of the
requirements of any provision, statute, ordinance, law, or regulation of any Governmental body or
any order or ruling of any public authority or official thereof having or claiming to have
jurisdiction thereover, (B) Agent notifies Owner and RioCan REIT of such violation pursuant to
Section 20 or any other provision of this Agreement and Owner fails to contest such violation in
good faith and/or to commence and diligently prosecute to completion (or permit Agent, at Owner’s
expense to commence and diligently prosecute) the cure of such violation, and (C) Agent, in its
sole and absolute discretion, considers that the action or position of Owner may result in damage
or liability to Agent, Agent shall have the right to cancel this Agreement at any time by giving
not less than thirty (30) days’ prior written notice to Owner and RioCan REIT of its election so to
do, which cancellation shall be effective upon the service of such notice. Such notice may be
served personally or by United States or Canadian certified mail, and if served by mail shall be
deemed to have been served when deposited in the United States or Canadian mail system. Such
cancellation shall not release the indemnities of Owner and Agent set forth herein and shall not
terminate (i) any liability or obligation of Owner or RioCan REIT to Agent for any payment,
reimbursement, or other sum of money then due and payable to Agent hereunder as of the date of such
cancellation, or (ii) any obligation of Agent to remit moneys to Owner or to complete its
obligations hereunder to the date of such cancellation. Agent shall cooperate with Owner to ensure
a smooth and efficient transition to a new managing agent, including but not limited to, prompt
delivery of files relating to the Property.



     21. Confidentiality: The Agent agrees that all confidential information acquired in
the course of or incidental to this Agreement including, but not limited to, customer information,
trade secrets or other commercial property of the Owner will not be disclosed or communicated in
any way by the Agent during the term of this Agreement or thereafter, except to employees of the
Agent and its agents, contractors, subcontractors and consultants (provided they agree in writing
to be bound by this provision) as required to carry out their duties under this Agreement and as
may be required by law. The parties acknowledge that this



 









 







Agreement may be included in an SEC filing and a filing required by the Ontario Securities
Commission, and shall not be confidential information.



     22. The Loan: Agent acknowledges that Owner has obtained a loan from [                    ]
(“Lender”) in the principal amount of up to $[                    ] (the “Loan”), which is governed by a
certain [                    ] made by Owner for the benefit of Lender, dated the date hereof (the “Loan
Agreement”). For so long as the Loan is outstanding:




	 	(a)	 	this Agreement shall be terminable by Lender or its nominee without penalty
or premium following the occurrence of an Event of Default (as such term is defined in
the Loan Agreement) or by Owner after Lender has notified Owner in writing that Agent
is unsatisfactory to Lender, in each case upon thirty (30) days prior written notice
to Agent;
	 
	 	(b)	 	all payments hereunder shall be subject and subordinate in lien and priority
of payment to the payment of all principal and interest and all other amounts due
under the Loan; and
	 
	 	(c)	 	Agent shall promptly notify Lender with respect to any default hereunder and
promptly deliver to Lender a copy of each notice, report, plan or statement delivered
by Agent to Owner hereunder.
	 
	 	23.	 	General Provisions: It is expressly agreed by the parties that:





     23.1 The parties have entered into this Agreement without any inducements, representations,
statements, warranties or agreements made by either party other than those expressly stated
herein.



     23.2 This Agreement embodies the entire understanding of the parties with respect to the
subject matters stated herein and there are no other understandings or undertakings related to the
within subject matters. This Agreement may be modified only by a written agreement signed by the
parties hereto. No waiver of any of the provisions of this Agreement shall be binding unless
executed in writing by the parties, save and except for any termination of this Agreement that
arises under the express terms hereof. No waiver of any of the provisions of this Agreement shall
be deemed or shall constitute a waiver of any other provision (whether or not similar) nor shall
such waiver constitute a continuing waiver. Failure on the part of a party to complain of any act
or failure to act of another party or to declare another party in default, irrespective of how long
such failure continues, shall not constitute a waiver by such first mentioned party of its rights
hereunder.



     23.3 The provisions of this Agreement are severable and to the extent that any provision
herein is determined by court order, law or rule to be invalid, such invalidity shall in no way
affect nor invalidate the other provisions of this Agreement.



     23.4 Agent and Owner acknowledge that as of the date of this Agreement Agent is an affiliate
of the general partner of Owner. Any action of Agent hereunder or approval required to be given by
the Owner hereunder shall in each case be subject to the approval of the Advisory Board to the
extent required pursuant to the express terms of Section 6.3(a) and (b) of the Partnership
Agreement. If the approval of the Advisory Board shall not be required pursuant to the express
terms of Sections 6.3(a) and (b) of the Partnership Agreement, for so long as Agent shall remain an
affiliate of Owner, Agent shall have the authority to make determinations and decisions, and grant
approvals, on behalf of Owner. Notwithstanding the terms of Section 23.8 of this Agreement, with
respect to notices and information required to be delivered to Owner pursuant to this Agreement,
such notices and information shall not be required to be delivered to RioCan REIT unless expressly
provided in this Agreement or in the Partnership Agreement.



     23.5 This Agreement shall be governed by and construed in accordance with the laws of the
State of New York.



     23.6 With respect to any and all disputes under or relating to this Agreement, the parties
consent to the exclusive jurisdiction and venue of the Supreme Court of the State of New York,
Nassau County and the United States District Court for the Eastern District of New York and the
appellate courts with supervisory powers thereover.



     23.7 The parties agree that in any litigation or proceeding commenced by either party against
the other, service of process shall be deemed to be effective either by hand delivery thereof or
by the mailing



 









 







thereof via certified mail, postage prepaid, with a proof of mailing receipt validated by the
U.S. or Canadian Postal Service constituting the sufficient evidence of service of process.



     23.8 With respect to any notices that are required or permitted to be made pursuant to this
Agreement, they shall be in writing and either delivered personally, sent by United States or
Canadian mail or by facsimile (provided that if delivered by facsimile, a confirmation copy of
such notice must also be delivered personally or by United States or Canadian mail) addressed as
follows:


As to Owner:



Cedar Shopping Centers Partnership, L.P.

c/o Cedar Shopping Centers, Inc.

44 South Bayles Avenue, Suite 304

Port Washington, New York 11050

Attention: Leo S. Ullman

Facsimile: (516) 767-6497



with a copy to:



RioCan

c/o RioCan Real Estate Investment Trust

2300 Yonge Street

Suite 500, P.O. Box 2386

Toronto, Ontario

M4P 1E4

Attention: Jonathan Gitlin

Facsimile: (416) 866-3020



As to RioCan REIT:



RioCan

c/o RioCan Real Estate Investment Trust

2300 Yonge Street

Suite 500, P.O. Box 2386

Toronto, Ontario

M4P 1E4

Attention: Jonathan Gitlin

Facsimile: (416) 866-3020



As to Agent:



Cedar Shopping Centers Partnership, L.P.

c/o Cedar Shopping Centers Partnership, L.P.

44 South Bayles Avenue, Suite 304

Port Washington, New York 11050

Attention: Brenda J. Walker

Facsimile: (516) 767-6497




          Any party hereto may change its address for notice or facsimile transmission number by notice
to the other parties hereto in the manner set forth herein. Any notice, consent or instrument
aforesaid, if delivered or sent by facsimile transmission shall be deemed to have been given or
made on the date on which it was delivered to such party or if sent by facsimile transaction shall
be deemed to be given on the day transmitted if transmitted before 5:00 p.m. on a Business Day and
otherwise on the next Business Day or if mailed, shall be deemed to have been given or made on the
fifth Business Day following the date on which it was mailed, unless at the time of mailing or
within seventy-two (72) hours thereafter, there shall be a strike, labor interruption or lockout in
the postal service, in which case, the notice, direction or other instrument as aforesaid shall be
delivered by one party to the address of the other.




 









 





     23.9 This Agreement may not be assigned by Agent without the prior written consent of Owner,
provided, however, that Owner consents to Agent’s designating a wholly-owned subsidiary or
affiliate of Agent to act on behalf of Agent as leasing and rental agent for the Property (so long
as such entity remains a wholly-owned subsidiary or affiliate of Agent). This Agreement shall be
binding upon and benefit the parties hereto and their respective successors and permitted assigns.



     23.10 For purposes of this Agreement, “Business Day” means any day other than Saturday, Sunday
or any other day on which banks or savings and loan associations in New York, New York are not open
for business.



     23.11 EACH PARTY HERETO, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH
COUNSEL, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY
IN ANY ACTION BROUGHT WITH RESPECT TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS
OF ANY PARTY TO THIS AGREEMENT. NO PARTY HERETO SHALL SEEK TO CONSOLIDATE, BY COUNTERCLAIM OR
OTHERWISE, ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A
JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.



[SIGNATURE PAGE FOLLOWS]




     IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties have executed this
Property Management Agreement as of the day and year first set forth above.



	 	 	 	 	 	 	 	 	 

	 	 	OWNER	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	[                    ]	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	[                    ]	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 

Leo S. Ullman
	 	 
	 

	 	 	 	 	 	President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	AGENT	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CEDAR SHOPPING
CENTERS PARTNERSHIP, 

L.P., a Delaware limited partnership	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Cedar Shopping Centers, Inc., a Maryland	 	 
	 	 	 	 	corporation, its general partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	RIOCAN REIT	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	RIOCAN REAL ESTATE INVESTMENT TRUST	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 





 








 








EXHIBIT E




ALLOTTED CONSIDERATION


Cedar and RioCan agree that the Consideration for the Interests shall be allocated among the assets
owned by the Property Owner as of the Closing as follows:




	 	 	 

	Cash and Cash Equivalents (Class I)

	 	Dollar amount as of the Closing Date
	 
	 	 
	Supplies, Prepaid Expenses and Other Current Assets (Class V)

	 	Tax basis as of the Closing Date
	 
	 	 
	Equipment, Furniture and Fixtures (Class V)

	 	Tax basis as of the Closing Date
	 
	 	 
	Real Property Lease and Improvements, and Construction of
Improvements in Progress (Class V)

	 	Balance
	 
	 	 
	Goodwill, Going Concern Value and Other Section 197
Intangibles (Classes VI and VII)

	 	None






	 	 	 	 	 
	 	 	Allotted
	Property	 	Consideration
	Columbus Crossing
	 	$	19,630,000	 
	Franklin Village*
	 	$	43,980,000	 
	Loyal Plaza
	 	$	21,560,000	 
	Stop & Shop at Bridgeport
	 	$	7,180,000	 
	Blue Mountain Commons
	 	 	n/a	 
	Sunset Crossing
	 	$	7,880,000	 
	Shaw’s Plaza
	 	$	16,290,000	 
	TOTAL:
	 	$	116,520,000	 








 




			
	*	 	Includes escrow holdback estimates for 5 spaces (Franklin Village Renewal Lease Spaces) with
pending lease renewals with an estimated NOI of $65,000 and a lease value equal to $5,467,000.
Eighty percent (80%) of the lease value for the 5 renewal tenancies, rounded, equals $4,380,000.
The Allotted Consideration for Franklin Village does not include additional Earn-Out Proceeds
related to the Franklin Village Applebee’s Space and the Franklin Village New Lease Space.



 








 








EXHIBIT F




FORM



ESCROW AGREEMENT



     THIS ESCROW AGREEMENT (this “Agreement”), dated as of the [ ] day of October, 2009, is
among COMMONWEALTH LAND TITLE INSURANCE COMPANY, Two Grand Central Tower 140 East 45th Street, 22nd
Floor, New York, NY 10017 (“Escrowee”), CEDAR SHOPPING CENTERS PARTNERSHIP, L.P., a Delaware
limited partnership, having an office at 44 South Bayles Avenue, Port Washington, New York 11050
(“Cedar”) and RIOCAN HOLDINGS USA INC., a Delaware corporation, having an office c/o RioCan
Real Estate Investment Trust, RioCan Yonge Eglinton Centre, 2300 Yonge St., Suite 500, P.O. Box
2386, Toronto, Ontario, M4P 1E4 (“RioCan”).



W
I T N E S S E
T H




     WHEREAS, Cedar and RioCan entered into that certain Agreement Regarding Purchase of
Partnership Interests (hereinafter referred to as the “Purchase and Sale Agreement”);
dated as of the date hereof, for the purchase and sale of the Interests.



     WHEREAS, the Purchase and Sale Agreement provides for the terms and conditions applicable to
the sale and purchase of the Interests and the performance obligations and rights of Cedar and
RioCan; and



 








 












     WHEREAS, Cedar and RioCan agree, pursuant to the Purchase and Sale Agreement, that Escrowee
shall hold, in escrow the Deposit in accordance with the terms and conditions of the Purchase and
Sale Agreement and this Agreement.



     NOW, THEREFORE, the parties hereto agree as follows:



     1. Appointment of Agent.



          (a) Cedar and RioCan hereby appoint Escrowee to act as their escrow agent on the terms and
conditions hereinafter set forth, and Escrowee accepts such appointment.




          (b) RioCan shall deliver the Deposit to Escrowee pursuant to the wire instructions attached
hereto as Exhibit A in accordance with the terms of the Purchase and Sale Agreement.
Escrowee agrees to hold the Deposit on behalf of the parties to the Purchase and Sale Agreement,
and to apply, disburse and deliver the Deposit as provided in the Purchase and Sale Agreement and
this Agreement. In the event of any conflict between the terms and conditions of the Purchase and
Sale Agreement and the terms or conditions of this Agreement, as to the obligations of Escrowee,
the terms and conditions of this Agreement shall govern and control, and as to Cedar and RioCan,
the terms and conditions of the Purchase and Sale Agreement shall control.




     2. Disposition of the Required Deposit.



          (a) Escrowee shall hold the Deposit in an interest bearing segregated account at [JPMorgan
Chase Bank, N.A.] which rate of interest need not be maximized. Escrowee shall not commingle the
Deposit with any other funds.




          (b) Escrowee shall pay the Deposit in accordance with the terms of the Purchase and Sale
Agreement. If, prior to any Closing, either party makes a written demand upon Escrowee for delivery
of the Deposit, Escrowee shall give written notice to the other party of such demand. If a written
notice of objection to the proposed payment is not received from the other party within seven (7)
Business Days after the giving of notice by Escrowee, Escrowee is hereby authorized to deliver the
Deposit to the party who made the demand. If Escrowee receives a written notice of objection within
said period, then Escrowee shall continue to hold the Deposit and thereafter pay it to the party
entitled when Escrowee receives (a) written notice from the objecting party withdrawing the
objection, or (b) a written notice signed by both parties directing disposition of the Deposit, or
(c) a judgment or order of a court of competent jurisdiction.




          (c) Nothing in this Section 2 shall have any effect whatsoever upon Escrowee’s rights,
duties, and obligations under Section 3.




     3. Concerning Escrowee.



          (a) Escrowee shall be protected in relying upon the accuracy, acting in reliance upon the
contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or
other document which is given to Escrowee without verifying the truth or accuracy of any such
notice, demand, certificate, signature, instrument or other document;




          (b) Escrowee shall not be bound in any way by any other contract or understanding between
Cedar and RioCan, whether or not Escrowee has knowledge thereof or consents thereto unless such
consent is given in writing;




          (c) Escrowee’s sole duties and responsibilities shall be to hold and disburse the Deposit in
accordance with this Agreement and the Purchase and Sale Agreement;




          (d) Upon the disbursement of the Deposit in accordance with this Agreement, Escrowee shall be
relieved and released from any liability under this Agreement;




          (e) Escrowee may resign at any time upon at least fifteen (15) Business Days prior written
notice to Cedar and RioCan hereto. If, prior to the effective date of such resignation, Cedar and
RioCan hereto shall have approved, in writing, a successor escrow agent, then upon the resignation
of Escrowee, Escrowee




 











 







shall deliver the Deposit to such successor escrow agent. From and after such resignation and
the delivery of the Deposit to such successor escrow agent, Escrowee shall be fully relieved of all
of its duties, responsibilities and obligations under this Agreement, all of which duties,
responsibilities and obligations shall be performed by the appointed successor escrow agent. If for
any reason Cedar and RioCan shall not approve a successor escrow agent within such period, Escrowee
may bring any appropriate action or proceeding for leave to deposit the Deposit with a court of
competent jurisdiction, pending the approval of a successor escrow agent, and upon such deposit
Escrowee shall be fully relieved of all of its duties, responsibilities and obligations under this
Agreement;




          (f) Cedar and RioCan hereby agree to, jointly and severally, indemnify, defend and hold
harmless Escrowee from and against any liabilities, damages, losses, costs or expenses incurred by,
or claims or charges made against, Escrowee (including reasonable attorneys’ fees and
disbursements) by reason of Escrowee performing its obligations pursuant to, and in accordance
with, the terms of this Agreement, but in no event shall Escrowee be indemnified for its gross
negligence, willful misconduct or breach of the terms of this Agreement;




          (g) In the event that a dispute shall arise in connection with this Agreement or the Purchase
and Sale Agreement, or as to the rights of Cedar and RioCan in and to, or the disposition of, the
Deposit, Escrowee shall have the right to (w) hold and retain all or any part of the Deposit until
such dispute is settled or finally determined by litigation, arbitration or otherwise, or (x)
deposit the Deposit in an appropriate court of law, following which Escrowee shall thereby and
thereafter be relieved and released from any liability or obligation under this Agreement, or (y)
institute an action in interpleader or other similar action permitted by stakeholders in the State
of New York, or (z) interplead Cedar or RioCan in any action or proceeding which may be brought to
determine the rights of Cedar and RioCan to all or any part of the Deposit; and




          (h) Escrowee shall not have any liability or obligation for loss of all or any portion of the
Deposit by reason of the insolvency or failure of the institution of depository with whom the
escrow account is maintained.




     4. Termination.



          This Agreement shall automatically terminate upon the delivery or disbursement by Escrowee of
the Deposit in accordance with the terms of the Purchase and Sale Agreement and terms of this
Agreement, as applicable.




     5. Notices.



          All notices, demands, consents, reports and other communications provided for in this
Agreement shall be in writing, shall be given by a method prescribed in this Section and shall be
given to the party to whom it is addressed at the address set forth below or at such other
address(es) as such party hereto may hereafter specify by at least seven (7) days’ prior written
notice.



To Cedar:



c/o Cedar Shopping Centers, Inc.

44 South Bayles Avenue

Port Washington, New York 11050

Attention: Leo S. Ullman

Facsimile: (516) 767-6497



With a copy to:



Stroock & Stroock & Lavan LLP

180 Maiden Lane

New York, New York 10038-4982

Attention: Steven P. Moskowitz, Esq.

Facsimile: (212) 806-6006



To RioCan:




 









 




Yonge Eglinton Centre

2300 Yonge Street

Suite 500, P.O. Box 2386

Toronto, Ontario

M4P 1E4

Attention: Rags Davloor

Facsimile: (416) 866-3020



With a copy to:



Yonge Eglinton Centre

2300 Yonge Street

Suite 500, P.O. Box 2386

Toronto, Ontario

M4P 1E4

Attention: Jonathan Gitlin

Facsimile: (416) 866-3020



With a copy to:



Goodmans LLP

250 Yonge Street

Suite 2400

Toronto, Ontario

M5B 2M6

Attention: Juli Morrow

Facsimile: (416) 979-1234



To Escrowee:



Commonwealth Land Title Insurance Company

Two Grand Central Tower

140 East 45th Street, 22nd Floor

New York, New York 10017

Attention: Robert Fitzgerald

Facsimile: (212) 986-3215

Telephone: (212) 973-4809




     Any party hereto may change the address to which notice may be delivered hereunder by the
giving of written notice thereof to the other parties as provided hereinbelow. Any notice or other
communication delivered pursuant to this Section 5 may be mailed by United States or Canadian
certified air mail, return receipt requested, postage prepaid, deposited in a United States or
Canadian Post Office or a depository for the receipt of mail regularly maintained by the United
States Post Office or the Canadian Post Office, as applicable. Such notices, demands, consents and
reports may also be delivered (i) by hand or reputable international courier service which
maintains evidence of receipt or (ii) by facsimile with a confirmation copy delivery by hand or
reputable international courier service which maintains evidence of receipt. Any notices, demands,
consents or other communications shall be deemed given and effective when delivered by hand or
courier or facsimile, or if mailed only, five (5) Business Days after mailing. Notwithstanding the
foregoing, no notice or other communication shall be deemed ineffective because of refusal of
delivery to the address specified for the giving of such notice in accordance herewith. The
provisions of this Section 5 shall survive the Closings and/or a termination of this Agreement.



     6. Capitalized Terms.



          Capitalized terms used herein and not otherwise defined herein shall have the meanings
ascribed to them in the Purchase and Sale Agreement.




 









 





     7. Governing Law.



          THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT
REGARD TO THE CONFLICTS OF LAW PRINCIPLES OF SUCH STATE. THE PARTIES HERETO WAIVE TRY BY JURY IN
ANY ACTION OR PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.




     8. Successors.



          This Agreement shall be binding upon and inure to the benefit of the respective successors and
permitted assigns of the parties hereto; provided, however, that except as expressly provided
herein as to the Escrowee, this Agreement may not be assigned by any party without the prior
written consent of the other parties.




     9. Entire Agreement.



          This Agreement, together with the Purchase and Sale Agreement, contains the entire agreement
and understanding between the parties hereto with respect to the subject matter hereof and
supersedes all prior agreements and understandings relating to such subject matter.




     10. Amendments.



          Except as expressly provided in this Agreement, no amendment, modification, termination,
cancellation, rescission or supersession to this Agreement shall be effective unless it shall be
in writing and signed by each of the parties hereto.




     11. Counterparts and/or Facsimile Signatures.



          This Agreement may be executed in any number of counterparts, including counterparts
transmitted by facsimile, any one of which shall constitute an original of this Agreement. When
counterparts or facsimile copies have been executed by all parties, they shall have the same effect
as if the signatures to each counterpart or copy were upon the same documents and copies of such
documents shall be deemed valid as originals. The parties agree that all such signatures may be
transferred to a single document upon the request of any party. This Agreement shall not be binding
unless and until it shall be fully executed and delivered by all parties hereto. In the event that
this Agreement is executed and delivered by way of facsimile transmission, each party delivering a
facsimile counterpart shall promptly deliver an ink-signed original counterpart of the Agreement to
the other party by overnight courier service; provided however, that the failure of a party to
deliver an ink-signed original counterpart shall not in any way effect the validity, enforceability
or binding effect of a counterpart executed and delivered by facsimile transmission.




     12. Severability.



          If any provision of the Agreement or the application of any such provision to any person or
circumstance shall be held invalid, illegal, or unenforceable in any respect by a court of
competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other
provision hereof.




     13. EIN.



          Cedar shall provide its employer identification numbers to Escrowee promptly following
execution and delivery of this Agreement. Each of the parties hereto shall execute and deliver to
the others any documents reasonably necessary for establishing the escrow account for the Deposit
promptly following request.




[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




 









 





     IN WITNESS WHEREOF, the parties have executed and delivered this Escrow Agreement as of the
date and year first above written.



	 	 	 	 	 	 	 	 	 

	 	 	ESCROWEE:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	COMMONWEALTH LAND TITLE INSURANCE COMPANY	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CEDAR:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CEDAR SHOPPING CENTERS PARTNERSHIP, L.P., a	 	 
	 	 	Delaware limited partnership	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Cedar Shopping Centers, Inc., a Maryland	 	 
	 	 	 	 	corporation, its general partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Leo S. Ullman	 	 
	 

	 	 	 	 	 	President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	RIOCAN:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	RIOCAN HOLDINGS USA INC., a Delaware corporation	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 








 









 





EXHIBIT G




FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT



     THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made as of the
                    day of                     , 20_, by and between [CEDAR SHOPPING CENTERS PARTNERSHIP, L.P., a
Delaware limited partnership] (“Assignor”) and [REIT PROPERTY SUBSIDIARY], a Delaware limited
partnership (“Assignee”).



W
I T N E S S E
T H:




     WHEREAS, Assignor is the owner of one hundred percent (100%) of the limited [partnership /
liability company] interests in [                    ], a [                    ] (the
“Interests”) pursuant to that certain [                    ] dated as of [                 
   ]
(the “[Partnership/Operating] Agreement”);



     WHEREAS, pursuant to that certain Agreement Regarding Purchase of Partnership Interests,
dated as
of October [                    ], 2009 (the “Contract”), between Cedar Shopping Centers Partnership, L.P., a Delaware
limited partnership (“Cedar”), and RioCan Holdings USA Inc., a Delaware corporation (“RioCan”),
Cedar and



 















 






     RioCan have agreed, among other things, to cause Assignee to acquire all right, title and
interest of Assignor in and to the Interests; and



     WHEREAS, all capitalized terms used but not defined herein shall have the meanings set forth
in the Contract.



     NOW, THEREFORE, for valuable consideration in hand paid, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto agree as follows:



     1. Assignor hereby assigns, conveys, transfers and sets over unto Assignee, without recourse,
representation or warranty except as set forth in the Contract, all right, title and interest of
Assignor in and to the Interests.



     2. Subject to the terms of the [Partnership/Operating] Agreement, Assignee hereby accepts
such assignment and assumes all obligations with respect to the Interests.



     3. This Agreement shall be binding upon and inure to the benefit of the parties hereto and
each of their respective successors and assigns. None of the provisions of this Agreement shall be
for the benefit of or enforceable by any other person or entity.



     4. This Agreement may be executed in any number of counterparts, and each such counterpart
will for all purposes be deemed an original, and all such counterparts shall constitute one and
the same instrument.



     5. Each party represents and warrants that the individual signing this Agreement on its
behalf is duly authorized to do so.



     6. The parties hereto covenant and agree that they will execute, deliver and acknowledge from
time to time at the request of the other, and without further consideration, all such further
instruments of assignment or assumption of rights and/or obligations as may be required in order
to give effect to the transactions described herein.



     7. This Agreement shall be construed in accordance with and governed by the internal laws of
the State of Delaware (without regard to principles of conflicts of laws).



[Remainder of Page Intentionally Left Blank]




     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the                     day of                    
20_.



	 	 	 	 	 	 	 	 	 

	 	 	ASSIGNOR:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CEDAR SHOPPING CENTERS PARTNERSHIP, L.P., a	 	 
	 	 	Delaware limited partnership	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Cedar Shopping Centers, Inc.,	 	 
	 	 	 	 	a Maryland corporation, its general partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 

Leo S. Ullman
	 	 
	 

	 	 	 	 	 	President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	ASSIGNEE:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	[REIT PROPERTY SUBSIDIARY],	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	a Delaware limited partnership	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	[REIT PROPERTY SUBSIDIARY GP],	 	 
	 	 	 	 	a Delaware limited
liability company, 	 	 
	 	 	 	 	its general partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Leo S. Ullman	 	 
	 

	 	 	 	 	 	Authorized Person	 	 






 








 




EXHIBIT H




ADDITIONAL MATERIALS


1. COLUMBUS CROSSING





	 	•	 	Super Fresh. Exhibit B (Site Plan) need legible copy
	 
	 	•	 	Old Navy — Fully executed copy of Non-Disturbance and Attornment Agreement dated
03/23/2004.




2. FRANKLIN





	 	•	 	Applebees - Memorandum Establishing Commencement Date of Lease, date
03/03/1988. In addition, only the first page of the Lease Statement and Agreement
dated 02/02/1988 was provided.
	 
	 	•	 	Marshalls
	 
	 	•	 	Waiver re Teppanyaki
	 
	 	•	 	Radio Shack - Rider to Extension and Amendment to Lease Agreement dated 12/12/1997.
	 
	 	•	 	Stop & Shop - Exhibit AA from the Amendment dated August 7, 1987
	 
	 	•	 	GNC - Letter dated June 27, 1996.




3. LOYAL PLAZA





	 	•	 	Kmart - Amendments dated 08/09/1976, 08/13/1976 and
10/07/1976 Waivers from Kmart regarding use of pylon sign
	 
	 	•	 	PLCB - Ex. B
	 
	 	•	 	Red Lobster - A complete and executed copy of a Memorandum of Lease




4. SUNSET





	 	•	 	Giant Food Stores - Exhibit B from the Lease.
	 
	 	•	 	Holiday Hair - Exhibit A of an estoppel dated 12/04/03.
	 
	 	•	 	Premier Tanning - Lease Modification Agreement dated 11/14/07, the Consent
and Ratification therein is not executed by David Evans, one of the guarantors.








 








 





EXHIBIT I




BLUE MOUNTAIN DEVELOPMENT PARCEL




 









 




October 23, 2009




LEGAL DESCRIPTION OF

FUTURE DEVELOPMENT AREA

TO ACCOMPANY “FUTURE DEVELOPMENT EXHIBIT°

SUSQUEHANNA TOWNSHIP, DAUPHIN COUNTY, PENNSYLVANIA

JMB PROJECT #1216-B



BEGINNING AT A POINT marked by an iron pin at the northwest corner of lands now or
formerly owned by Cedar-Clock Tower, LLC, the southwest corner of lands now or formerly owned by
McNaughton Company, and on the eastern property line of lands now or formerly owned by Hoa Van
Nguyen, said point being the “POINT OF BEGINNING.”



Thence, from said “POINT OF BEGINNING” along the northern property line of lands now or
formerly owned by Cedar-Clock Tower, LLC north 88 degrees 18 minutes 20 seconds east a distance
of 1190.10 feet; thence from said point south 10 degrees 21 minutes 52 seconds west a distance
of 53.35 feet; thence from said point south 04 degrees 36 minutes 50 seconds west a distance of
149.53 feet; thence from said point south 65 degrees 21 minutes 16 seconds east a distance of
52.68 feet; thence from said point south 37 degrees 03 minutes 14 seconds west a distance of
264.01 feet; thence from said point south 33 degrees 20 minutes 44 seconds west a distance of
10.15 feet; thence from said point south 88 degrees 18 minutes 20 seconds west a distance of
1123.25 feet; thence from said point north 09 degrees 13 minutes 37 seconds east a distance of
446.48 feet to a point, said point being the “POINT OF BEGINNING.”



The above described area contains 522,800.33 square feet or 12,00 acres as depicted on the
“FUTURE DEVELOPMENT EXHIBIT” prepared by J. Michael Brill & Associates, Inc. dated October 23,
2009.






 









 






EXHIBIT J




FRANKLIN VILLAGE EARN-OUT SPACE



	 	 	 	 	 	 	 	 	 	 	 
	 	 	SUITE	 	 	 	 
	TENANT	 	#	 	SQ. FT.	 	NOTES
	Franklin Village New Lease Space	 	 
	Vacant

	 	 	034	 	 	 	3,908	 	 	1,600 for Sally Beauty and 2,300 sf for Five Guys (Executed LOIs)
	Vacant

	 	OA201
	 	 	490	 	 	Nurse Staffing (Executed Lease)
	Applebees Space
	 	 	 	 	 	 	 	 	 	 
	Applebees

	 	 	038	 	 	 	5,682	 	 	 
	Franklin Village Renewal Lease Space	 	 
	L’Equipe

	 	 	037	 	 	 	2,070	 	 	 
	Olympia Sports

	 	 	014	 	 	 	3,550	 	 	 
	Radio Shack

	 	 	004	 	 	 	2,000	 	 	 
	The Men’s Wearhouse

	 	 	026	 	 	 	3,600	 	 	 
	Dress Barn

	 	 	021	 	 	 	10,150	 	 	 





 









 








SCHEDULE 1




EXISTING OWNERSHIP CHARTS



	 	 	 	 	 	 	 
	Property	 	Property Owner	 	Schedule #
	Columbus Crossing

	 	Delaware 1851 Associates, LP
	 	 	1	(i)
	Franklin Village

	 	Cedar-Franklin Village LLC
	 	1(ii)

	Loyal Plaza

	 	Loyal Plaza Associates, L.P.
	 	1(iii)

	Stop & Shop — Bridgeport

	 	Cedar-Bridgeport, LLC
	 	1(iv)

	Blue Mountain Commons

	 	Cedar-Clock Tower, LLC
	 	 	1	(v)
	Sunset Crossing

	 	Cedar Sunset Crossing, LLC
	 	1(vi)

	Shaw’s Plaza

	 	Cedar-Raynham, LLC
	 	1(vii)







 









 





Columbus Entity Structure









 









 





Franklin Village

Organizational Chart









 









 





Loyal Plaza Entity Structure

as of 2/13/09









 









 





Cedar-Bridgeport, LLC

Entity Structure









 









 





Cedar-Clock Tower, LLC

Organizational Chart









 









 





Sunset Crossing Entity Structure









 









 





Cedar-Raynham, LLC

Organizational Chart

Ownership Percentages









 









 





SCHEDULE 2




REORGANIZATION STEPS




 









 





Cedar/RioCan Tax Planning Steps — Pennsylvania Restructuring




October 26, 2009



Cedar/RioCan Transaction Planning, Pennsylvania State & Local Realty Transfer

Tax Consequences


Loyal Plaza





	 	1.	 	Cedar Shopping Centers Partnership, L.P, is the sole shareholder and sole member of
each of CIF-Loyal Plaza Associates, Corp. and Cedar Center Holdings L.L.C. 3,
respectively. Cedar Shopping Centers Partnership, L.P. is the sole member of Cedar-Second
Member LLC. CIF-Loyal Plaza Associates Corp. is the general partner of CIF-Loyal Plaza
Associates, L.P., and Cedar Center Holdings L.L.C. 3 is the limited partner of CIF-Loyal
Plaza Associates, L.P. CIF-Loyal Plaza Associates, L.P, is the general partner of Loyal
Plaza Associates, L.P. and Cedar-Second Member LLC is the limited partner of Loyal Plaza
Associates, L.P. Loyal Plaza Associates, L.P. is the holder of the Loyal Plaza property in
Williamsport, PA.
	 
	 	2.	 	 Cedar Shopping Centers Partnership, L.P. will serve as the sole member of a newly
created Delaware limited liability company (LLC2) and as the 99.9% limited partner of a
newly created limited partnership, New LP,
	 
	 	3.	 	CIF-Loyal Plaza Associates Corp. assigns its 0.1% general partnership interest in
CIF-Loyal Plaza Associates, L.P. to newly created LLC2.
	 
	 	4.	 	Cedar Center Holdings LLC3 distributes its interests in CIF-Loyal Plaza Associates,
L.P, to Cedar Shopping Centers Partnership, L.P.
	 
	 	5.	 	Cedar Shopping Centers Partnership, L.P. creates two (2) limited liability companies,
Cedar NewCo GP LLC and Cedar NewCo LP LLC, which hold a combined 20% interest in a newly
created Partnership, RioCan Holdings USA Inc. will own an 80% interest in Partnership.
Partnership will own a 99.9% interest in a newly created REIT that is a partnership for
Canadian tax purposes and a Corporation for U.S. tax purposes, REIT will own a 99.9%
interest in a newly created REIT Property Subsidiary which is the single member of a newly
created LLC. Partnership Subsidiary GP is created to hold a 0.1% interest in REIT and REIT
Subsidiary GP holds a 0.1% general partnership interest in each of REIT Property
Subsidiary and CIF-Loyal Plaza Associates, L.P.
	 
	 	6.	 	Cedar Shopping Centers Partnership, L.P. will contribute its interest in CIF-Loyal
Plaza Associates, L.P. to REIT Property Subsidiary. LLC2 distributes its interest in
CIF-Loyal Plaza Associates, L.P. to. Cedar Shopping Centers Partnership, L.P., which
contributes the CIF-Loyal Plaza Associates, L.P. interest to REIT Subsidiary GP, For
Pennsylvania purposes, the transfer of a top tier entity does not trigger realty transfer
tax because the ownership of the top tier entity is not attributed to the ownership the
lower tier entity pursuant to 61 Pa, Code § 91.201(b)(2),





 









 






	 	7.	 	Cedar Shopping Centers Partnership, L.P. contributes New LP to REIT Property
Subsidiary and LLC2 interests to REIT Subsidiary GP. Cedar Shopping Centers Partnership,
L.P. causes Cedar-Second Member LLC to transfer its 75% interest in Loyal Plaza
Associates, L.P. to New LP. LLC2 interests are contributed to REIT Subsidiary GP. For
Pennsylvania purposes, the transfer of a top tier entity does not trigger realty transfer
tax because the ownership of the top tier entity is not attributed to the ownership the
lower tier entity pursuant to 61 Pa. Code § 91.201(b)(2).





 









 




Columbus Crossing





	 	1.	 	Cedar Shopping Centers Partnership, L.P. is the sole member of each of
CSC-Columbus LLC and Cedar-Columbus LLC. CSC-Columbus LLC is the limited partner of
Delaware 1851 Associates, LP, and Cedar-Columbus LLC is the general partner of
Delaware 1851 Associates, LP. Delaware 1851 Associates, LP is the holder of the
Columbus Crossing Shopping Center, Specific “Preferred Holders” have received a loan
from Cedar Lender LLC, and the preferred holders have preferred interests in Delaware
1851 Associates, LP.
	 
	 	2.	 	Cedar Shopping Centers Partnership, L.P. contributes U.S. Treasuries (or other
marketable securities other than securities in companies that own real estate)
comprising at least 10% of market value of CSC-Columbus LLC total gross assets.
According to Phil. Code, § 19-1402(11)(b), the Definition of Real Estate
Company includes a corporation that holds, directly or indirectly, ninety percent (90%)
or more of the value of its assets, an interest in a real estate company. If greater
than 10% of the assets of CSC-Columbus LLC at the time of the transfer consist of items
other than interests in real estate or a real estate company, CSC-Columbus will not be a
real estate company for Philadelphia transfer tax purposes. In determining the “value”
of CSC-Columbus LLC, the gross assets are not netted by liabilities, Fed. Realty Inv.
Trust v. Tax Review Board, No, 9902-0588 (Phil. 1999), aff’d, 769 A.2d 1255 (Pa.
Commw.Ct. 2001) (unreported). Based upon our understanding of the facts conveyed by the
Clients, the amount of Treasuries or other marketable securities should be
approximately $2 million.
	 
	 	3.	 	CSC-Columbus LLC will be converted to a Limited Partnership. Cedar Shopping
Centers Partnership, L.P. will be the 99.9% limited partner and Cedar-Columbus LLC will
be the 0.1% general partner. Under principles of Exton Plaza Associates v. COP, 763 A.2d
521 (Pa. Cmwlth. 2000) conversions are exempt from Pennsylvania realty transfer tax if
there is identity of ownership before and after the conversion. Philadelphia regulations
and rulings do not specifically address this type of conversion. However, a conversion
of a general partnership to a limited partnership does not trigger Philadelphia realty
transfer tax (provided the conversion along with any other ownership changes during the
prior three years does not amount to an ownership change of 10 percent or more of the
ownership interests in the partnership).
	 
	 	4.	 	Cedar Shopping Centers Partnership, L.P. creates two (2) limited liability
companies, Cedar NewCo GP LLC and Cedar NewCo LP LLC, which hold a combined 20%
interest in a newly created Partnership. RioCan Holdings USA Inc. will own an 80%
interest in the Partnership. The Partnership will own a 99.9% interest in a newly







 




			
	1 	 	 The preferred interest in Delaware 1851 Associates, L.P. is held by four
holders. The preferred interest. comprises a 10-year loan of $6.367 million with an annual
interest payout at 6.755%. The value of the PA real estate held by Delaware 1851 Associates, L.P.
is approximately $24 million, The value of real estate held by Delaware 1851 Associates, L.P. is
$17.633 million, Since CSC-Columbus LLC owns 99.9% of Delaware 1851 Associates, L.P., CSC-Columbus
LLC is $17.615 million. As a result, CSC-Columbus LLC should place in excess of $2 million in
securities in Delaware 1851 Associates, L.P. (e.g., greater than $1,957 million to exceed the 10%
threshold).





 









 






	 	 	 	created REIT that is a partnership for Canadian tax purposes and a Corporation for
U.S. tax purposes. The REIT will own a 99.9% interest in a newly created REIT Property
Subsidiary which is the sole member of a newly created LLC. Partnership Subsidiary GP
is created to hold a 0.1% interest in REIT, and REIT Subsidiary GP holds a 0.1% general
partnership interest in each of REIT Property Subsidiary and CSC-Columbus, LP.
	 
	 	5.	 	Cedar Shopping Centers Partnership, L.P. contributes CSC-Columbus LP to REIT
Property Subsidiary. Cedar-Columbus LLC interests are transferred to LLC. The assets of
Cedar Lender LLC are transferred to a newly created New Columbus Crossing Preferred
Partner LLC. For Pennsylvania purposes, the transfer of a top tier entity does not
trigger realty transfer tax because the ownership of the top tier entity is not
attributed to the ownership the lower tier entity pursuant to 61 Pa. Code §
91.201(b)(2). If a corporation is not defined as a real estate company for Philadelphia
transfer tax purposes, the transfer of such a company does not create an acquired real
estate company. See Phil. Code. § 19-1402(11)(b) referenced above.
	 
	 	6.	 	The Note from the specific “Preferred Holders” is transferred by Cedar Lender
LLC (which continues to be owned by Cedar Shopping Centers Partnership, L.P.) to
newly-created New Columbus Crossing Preferred Partner Lender LLC (whose sole member is
REIT Property Subsidiary).






- 4 - 











 




Blue Mountain





	 	1.	 	Cedar Shopping Centers Partnership, L.P. is the sole member of Cedar-Clock
Tower, LLC, which is the holder of the Blue Mountain Marketplace Property.
	 
	 	2.	 	Cedar Shopping Centers Partnership, L.P. will form LLC2, LP2, and LP3 with
minimal capital. Cedar Shopping Centers Partnership, L.P. will be the 99.9% limited
partner of LP2 and the sole member of LLC2. LP2 will be the 99.9% limited partner of
LP3, and LLC2 will be the 0.1% general partner of LP2 and LP3.
	 
	 	3.	 	 Cedar-Clock Tower, LLC will merge into the newly formed LP3. Mergers in
Pennsylvania are not subject to the realty transfer tax unless the primary intent of
the merger is the avoidance of the realty transfer tax. See. 72 P.S. Sec. 8102-C.3(12).
The primaly intent of the merger is to establish a partnership entity to hold real
estate as required by RioCan Holdings USA Inc., the Canadian investor.
	 
	 	4.	 	Cedar Shopping Centers Partnership, L.P. creates two (2) limited liability
companies, Cedar NewCo GP LLC and Cedar NewCo LP LLC, which hold a combined 20%
interest in a newly created Partnership. RioCan Holdings USA Inc. will own an 80%
interest in the Partnership. The Partnership will own a 99.9% interest in a newly
created REIT that is a partnership for Canadian tax purposes and a Corporation for
U.S. tax purposes. The REIT will own a 99.9% interest in a newly created REIT Property
Subsidiary which is the sole member of a newly created LLC. Partnership Subsidiary GP
is created to hold a 0,1% interest in REIT, and REIT Subsidiary GP holds a 0.1%
general partnership interest in REIT Property Subsidiary.
	 
	 	5.	 	Cedar Shopping Centers Partnership, L.P. contributes interests in the newly
created LP2 to REIT Property Subsidiary. LLC2 interests are transferred to LLC that is
the general partner of each of LP2 and LP3. For Pennsylvania purposes, the transfer of
a top tier entity does not trigger realty transfer tax because the ownership of the
top tier entity is not attributed to the ownership the lower tier entity pursuant to
61 Pa. Code § 91 ,201 (b)(2).




 









 










Sunset Crossing





	 	1.	 	Cedar Shopping Centers Partnership, L.P. is the sole member of Sunset Crossing,
LLC, which is’the holder of the Sunset Crossing Property.
	 
	 	2.	 	Cedar Shopping Centers Partnership, L.P. will form LLC2, LP4, and LP5 with
minimal capital. Cedar Shopping Centers Partnership, L.P. will be the 99.9% limited
partner of LP4 and the sole member of LLC2. LP4 will be the 99.9% limited partner of
LP5, and LLC2 will be the 0.1% general partner of LP4 and LP5.
	 
	 	3.	 	Cedar Sunset Crossing, LLC will merge into the newly formed LP5. Mergers in
Pennsylvania are not subject to the realty transfer tax unless the primary intent of
the merger is the avoidance of the realty transfer tax. See. 72 P.S. Sec.
8102-C.3(12). The primary intent of the merger is to establish a partnership entity
to hold real estate as required by RioCan Holdings USA Inc., the Canadian investor,
	 
	 	4.	 	Cedar Shopping Centers Partnership, L.P. creates two (2) limited liability
companies, Cedar NewCo GP LLC and Cedar NewCo LP LLC, which hold a combined 20%
interest in a newly created Partnership. RioCan Holdings USA Inc, will own an 80%
interest in the Partnership. The Partnership will own a 99.9% interest in a newly
created REIT that is a partnership for Canadian tax purposes and a Corporation for
U.S. tax purposes. The REIT will own a 99.9% interest in a newly created REIT
Property Subsidiary which is the sole member of a newly created LLC. Partnership
Subsidiary GP is created to hold a 0.1% interest in REIT, and REIT Subsidiary GP
holds a 0.1% general partnership interest in REIT Property Subsidiary.
	 
	 	5.	 	Cedar Shopping Centers Partnership, L.P. contributes interests in the newly
created LP4 to REIT Property Subsidiary. LLC2 interests are transferred to LLC that
is the general partner of each of LP4 and LP5. For Pennsylvania purposes, the
transfer of a top tier entity does not trigger realty transfer tax because the
ownership of the top tier entity is not attributed to the ownership the lower tier
entity pursuant to 61 Pa. Code § 91 .201 (b)(2).




 









 











Cedar/RioCan Restructuring Steps — MA and CT Properties



Franklin Village





	 	•	 	Cedar Shopping Centers Partnership, L.P. is the sole member of Cedar-Franklin Village
2 LLC. Cedar-Franklin Village 2 LLC is the sole member of Cedar-Franklin Village LLC.
Cedar-Franklin Village LLC (“Cedar Franklin Village”) is the owner of the
Franklin Village Shopping Center,
	 
	 	•	 	Cedar Shopping Centers Partnership, L.P. will form Franklin GP LLC with minimal
capital.
	 
	 	•	 	Cedar Franklin Village will be converted into a limited partnership, FV LP.
Cedar-Franklin Village 2 LLC will be the 99.9% limited partner and Franklin GP LLC will
be the 0.1% general partner of FV LP. Authority: Title 6, Section 17-217 of the Delaware
Limited Partnership Act — Conversion of certain entities to a limited partnership.
	 
	 	•	 	Cedar Shopping Centers Partnership, L.P. will create (2) limited liability companies,
Cedar CR GP LLC and Cedar CR LP LLC, which will hold a combined 20% interest in a newly
created Partnership. RioCan Holdings USA Inc. will own an 80% interest in Partnership.
Partnership will own a 99.9% interest in a newly created REIT, which will be a
partnership for Canadian tax purposes and a corporation for U.S. tax purposes. REIT will
own a 99.9% limited partnership interest in a newly created Delaware limited partnership,
REIT Property Subsidiary. REIT will be the sole member of REIT Subsidiary GP, a Delaware
limited liability company. REIT Subsidiary GP will own a 0.1% general partnership
interest in REIT Property Subsidiary.
	 
	 	•	 	Cedar-Franklin Village 2 LLC will contribute its limited partnership interest in FV LP
to REIT Property Subsidiary. Cedar-Franklin Village 2 LLC will then dissolve. Cedar
Shopping Centers Partnership, L.P. will contribute its interest in Franklin GP LLC (which
is the general partner of FV LP) to REIT Property Subsidiary.




1









 










Bridgeport





	 	•	 	Cedar Shopping Centers Partnership, L.P. is the sole member of Cedar-Bridgeport,
LLC (“Cedar Bridgeport”), which is the owner of the Bridgeport Stop &
Shop Property.
	 
	 	•	 	Cedar Shopping Centers Partnership, L.P. will form Bridgeport GP LLC with minimal
capital.
	 
	 	•	 	Cedar Bridgeport will be converted into a limited partnership, BP LP, Cedar Shopping
Centers Partnership, L.P. will be the 99.9% limited partner and Bridgeport GP LLC will be
the 0.1% general partner of BP LP. Authority: Title 6, Section 17-217 of the Delaware
Limited Partnership Act — Conversion of certain entities to a limited partnership,
	 
	 	•	 	Cedar Shopping Centers Partnership, L.P. will create (2) limited liability companies,
Cedar CR GP LLC and Cedar CR LP LLC, which will hold a combined 20% interest in a newly
created Partnership. RioCan Holdings USA Inca will own an 80% interest in • Partnership.
Partnership will own a 99.9% interest in a newly created REIT, which will be a partnership
for Canadian tax purposes and a corporation for U.S. tax purposes. REIT will own a 99.9%
limited partnership interest in a newly created Delaware limited partnership, REIT Property
Subsidiary. REIT will be the sole member of REIT Subsidiary GP, a Delaware limited
liability company, REIT Subsidiary GP will own a 0.1% general partnership interest in REIT
Property Subsidiary.
	 
	 	•	 	Cedar Shopping Centers Partnership, L.P. will contribute its limited partnership
interest in BP LP and its interests in Bridgeport GP LLC (which is the general partner of
Cedar-BP LP) to REIT Property Subsidiary.




2









 










Raynham





	 	•	 	Cedar Shopping Centers Partnership, L.P. is the sole member of Cedar-Raynham,
LLC (“Cedar Raynhana”), which is the owner of the Shaw’s Plaza
Property.
	 
	 	•	 	Cedar Shopping Centers Partnership, L.P. will form Raynham GP LLC with minimal
capital.
	 
	 	•	 	Cedar Raynham will be converted into a limited partnership, CR LP. Cedar Shopping
Centers Partnership, L.P. will be the 99.9% limited partner and Raynham GP LLC will be the
0.1% general partner of CR LP. Authority: Title 6, Section 17-217 of the Delaware Limited
Partnership Act — Conversion of certain entities to a limited partnership.
	 
	 	•	 	Cedar Shopping Centers Partnership, L.P. will create (2) limited liability companies,
Cedar CR GP LLC and Cedar CR LP LLC, which will hold a combined 20% interest in a newly
created Partnership, RioCan Holdings USA Inc; will own an 80% interest in Partnership:
Partnership will own a 99.9% interest in a newly created REIT, which will be a partnership
for Canadian tax purposes and a corporation for U.S, tax purposes. REIT will own a 99.9%
limited partnership interest in a newly created Delaware limited partnership, REIT
Property Subsidiary. REIT will be the sole member of REIT Subsidiary GP, a Delaware
limited liability company. REIT Subsidiary GP will own a 0.1% general partnership interest
in REIT Property Subsidiary.
	 
	 	•	 	Cedar Shopping Centers Partnership, L.P. will contribute its limited partnership
interest in CR LP and its interests in Raynham GP LLC (which is the general partner of
CR LP) to REIT Property Subsidiary.




3









 











SCHEDULE 3




POST CLOSING CHARTS



(see attached)



	 	 	 
	Property	 	Schedule #
	Columbus Crossing

	 	3-1
	Franklin Village

	 	3-2
	Loyal Plaza

	 	3-3
	Stop & Shop — Bridgeport

	 	3-4
	Blue Mountain Commons

	 	3-5
	Sunset Crossing

	 	3-6
	Shaw’s Plaza

	 	3-7











 









 








Columbus Crossing 3









 









 








Multi-tier entity Cedar-owned properties

prior to transactions (Columbus Crossing- Philadelphia)













 









 









	US Treas
= FMV gross assets
Legend:
Ownership & profits/capital interest
Cedar Affiliate
3rd Party
 Step 1: Cedar SC Pp, LP  contributes to  CSC-Columbus LLC
US Treasuries (*or other marketable securities other than
securities in companies that own real estate) comprising at
least 10% of market value of  CSC-Columbus LLC  total
gross assets (which are not netted by liabilities).
Authority:
For Philadelphia purposes, a holding company whose interests in “real
estate companies” comprise less than 90% of total gross assets will not for
that reason be a “real estate company” under Phila. City Code §
19-1402(11)(b). Gross assets
are not netted by liabilities.  Fed. Realty Inv. Trust v. Tax Review
 Board,  No. 9902-0588 (Phila. 1999),  affd,  769 A.2d 1255
(Pa. Commw.Ct. 2001) (unreported).

















 








Step 2: Convert CSC-Columbus LLC to a Limited Partnership.









 









 









	Legend:
wnership & profits/capital interest
Partnership—Can; Corp — US
Cedar Affiliate
3rd Party
Cedars.geiider,:.
100%
100%
referre
olders;i:
lopp),‘Ft41107A
xammizmnotzani4”
99.9%
0.1%
Step 3:  Cedar NewCo GP LW  and  Cedar NewCo LP LLC  are created and hold interests
in  Partnership  which holds a 99.9% limited partnership interest in  REIT  which holds a 99.9% limited
partnership interest in  REIT Property Subsidiary. Partnership Subsidiary  GP is created to hold
a 0.1% interest in  REIT  and  REIT Subsidiary GP  is created to hold 0_1% general
partnership interests in each of  REIT Property Subsidiary  and  CSC-Columbus LP.
Cedar SC Pp, LP  contributes CSC-  Columbus LP  to        REIT Property
Subsidiary. Cedar-Columbus LLC  interests are transferred to  LLC.  The Note
from these specific Preferred Holders is transferred by  Cedar Lender LLC  to
newly created
Authority:
 — 61 Pa. Code § 91.201(b)(2): Ownership of top tier entity not attributed
to ownership of lower tier. Philadelphia regulations mirror PA Regulations
See. § 601(b)(2).

















 





Franklin Village 3-2








 









 
















 









 
















 









 









	3rd Party
Legend:
1 Ownership & profits/capital interest

















 













	
Step 3: Cedar CR GP LLC and Cedar CR LP LLC are created and hold
interests in The Partnership, which holds an interest in REIT, which holds an interest in REIT
Property Subsidiary. Cedar-Franklin Village 2 LLC contributes its LP interest in FV LP



















 








Loyal Plaza 3-3









 









 








Step 1: Create LLC2 and New LP.









 









 




Step 2. CIF-Loyal Plaza Associates Corp assigns its 0.1% interest in CIF-Loyal Plaza Associates LP to LLC2.










 









 







Step 3: Cedar Center Holdings LLC 3
distributes its interest in CIF-Loyal Plaza Associates,
LP to Cedar SC Pp, LP.














 









 









	Step 4:  Cedar NewCo GP LLC  and  Cedar NewCo LP LLC  are created and hold
interests in
 Partnership  which holds a 99.9 limited partnership in  REIT  which holds a 99.9%
limited partnership’ interest in  REIT Property Subsidiary. Partnership Subsidiary GP  and  REIT
Subsidiary GP  are created to hold 0.1% general partnership interests in  REIT  and  REIT Property
Subsidiary,  respectively_  Cedar SC Pp, LP  contributes  CIF-Loyal Plaza Associates, LP  to  REIT
Property Subsidiary. LLC2  distributes its interest in  CIF-Loyal Plaza Associates, LP  to  Cedar
SC Pp, LP  which contributes it to  REIT Subsidiary GP. Cedar SC Pp, LP  contributes  New LP  to
 REIT Property Subsidiary  and  LLC2
interests to  REIT Subsidiary GP. Cedar SC Pp, LP  causes  Cedar-Second Member LLC  to
transfer its 75% interest in  Loyal Plaza Associates, LP  to  New LP. LLC2  interests are
contributed to

















 








Stop & Shop — Bridgeport 3-4





 









 









	Cedar-Bridgeport, LLC:
Prior to Transaction

















 








			
	Step 1: SPE ‘Bridgeport GP LLC is formed with minimal capital.
	 	Stroock & Stroock & Lavan 

LLP, 10/26/09
	 
	 	










 









 









	Stroock & Stroock & Lavan LLP,
10/26/09 Step 2: Cedar-Bridgeport converts to a
LP (“BP LP”); Cedar SC Pp is the limitedpartner, and Bridgeport GP LLC is theGP of BP LP.Stroock &
Stroock & Lavan LLP, 10/26/09Primary intent ofconversion: To establish partnership entity to hold real estate as
requiredby Canadian investor.
Authority: Title 6, Section 17-217 of the Delaware Limited Partnership Act — Conversion of
certain entities to a limited partnership




 









 












	Step 3: Cedar CR GP LLC and Cedar CR LP LLC are created and hold interests in The Partnership,
which holds an interest in REIT, which holds an interest in REIT Property Subsidiary. Cedar SC Pp,
LP contributes its LP interests in BP LP to REIT Property Subsidiary and its interests inBridgeport
GP LLC to REIT Property Subsidiary.Stroock & Stroock & Lavan LLP,
10/26/09Legend: Ownerthip & profits/capital interestPartnership—Can;Cedar Affiliate3rd Party





 











 





Blue Mountain Commons 3-5




 









 




Single-tier entity Cedar-owned property prior to transactions (Blue Mountain Marketplace)









 












 





Step 1 : SPEs LLC2, LP2 & LP3 are formed with minimal capital.




















 




Step 2: Cedar Clock Tower, LLC merges into LP3.









 









 




Step 3: Cedar NewCo GP LLC and Cedar NewCo LP LLC are created and hold interests in
Partnership which holds an interest in REIT which holds an interest in REIT Property Subsidiary.
Cedar SC Pp, LP contributes LP2 interests to REIT Property Subsidiary; LLC2 interests are
transferred to LLC.










 









 









	Multi-tier entity Cedar-owned properties prior to transactions (Loyal Plaza) Various
Ltd Partners Legend: I Ownership & profits/capital interest Cedar
Affiliate 3rd Party






 









 




Sunset Crossing 3-6





 











 




Single-tier entity Cedar-owned property
prior to transactions (Sunset Crossing Property)











 









 












	Step 1: SPEs LLC2, LP4 & LP5 are formed with minimal capital.
Legend: Ownership & profits/capital interest Cedar Affiliate 3rd Party






 









 












	S tep 2: Cedar Sunset Crossing, LLC merges into LP5 Primary
intent of merger: To establish partnership entity to hold real estate as required by
Canadian investor Legend: Ownership & profits/capital interest Cedar Affiliate
3rd Party Authority: 72 RS. Sec. 8102-C.3(12): Statutory mergers of “corps,”
which includes LLCs, unless primary intent is to avoid Realty Transfer Tax






 











 



















 









 







Shaw’s Plaza 3-7




 









 







			
	Cedar-Raynham, LLC:
Prior to Transactions
	 	Stroock & Stroock & Lavan 

LLP, 10/26/09
	
	 	















 









 









	Step 1:SPE Raynham GP LLC is formed with
minimal capital.
Cedar Affiliate
3rd Party
Legend:
Ownership & profits/capital interest














 





			
	Step 2: Cedar-Raynham converts to a


LP (“CR LP”); Cedar SC Pp is the limited


partner, and Raynham GP LLC is the GP


of CR LP.
	 	Stroock & Stroock & Lavan 

LLP, 10/26/09
	 
	 	
















 









 








	Step 3: Cedar CR GP LLC and Cedar CR LP LLC are created and hold interests in The
Partnership, which holds an interest in. REIT, which holds an interest in REIT Property
Subsidiary. Cedar SC Pp, LP contributes its LP interests in CR LP to REIT Property Subsidiary and
its interests in Raynham
GP LLC are contributed to REIT Property Subsidiary.
Various
Partners
Legend:
Ownership & profits/capital interest
Partnership—Can; Corp—US
Cedar Affiliate
3rd Party














 





SCHEDULE 4: SERVICE CONTRACTS




SCHEDULE 4 (i)

Columbus Crossing

Delaware 1851 Associates, LP




	 	•	 	The Brickman Group, LTD.- Landscaping
	 
	 	•	 	Bird Control Services, Inc.
	 
	 	•	 	Blast To The Past, Inc. — Pressure Washing
	 
	 	•	 	Cenova Inc. — Snow Removal & De-Ice Services
	 
	 	•	 	Energy Management Systems, Inc. — Sub-Meter Readings & Billing Services
	 
	 	•	 	George Smith Towing Inc.
	 
	 	•	 	Bramble’s Sweeping, Inc. — parking lot sweeping (new contract in process of being
negotiated)
	 
	 	•	 	Waste Management trash removal
	 
	 	•	 	Oliver Sprinkler — sprinkler inspections/repair
	 
	 	•	 	Vector Security — phone line monitoring
	 
	 	•	 	Ehrlich Pest Control (ongoing month-to-month service)





SCHEDULE 4 (ii)

Franklin Village

Cedar-Franklin Village LLC





	 	•	 	Allied Waste Services — Trash Removal
	 
	 	•	 	Sweep Away, Inc. — Parking Lot Sweeping
	 
	 	•	 	D.B, Landscaping — Landscaping
	 
	 	•	 	A & M Fire Protection — Sprinkler & Backflow Device Inspections
	 
	 	•	 	Asian Electric, Inc. — Monitoring
	 
	 	•	 	Dewey Pest & Wildlife — Pest & Termites
	 
	 	•	 	On Call Services — Executive Building & 500 FVD Cleaning
	 
	 	•	 	Team Security — Security for the center on weekends





SCHEDULE 4 (iii)

Loyal Plaza

Loyal Plaza Associates, L.P.





	 		 	R. & J. Ertel, Inc. — HVAC
	 
	 	•	 	D.A.D.’s Landscaping
	 
	 	•	 	HRI, Inc. — Snow Removal (awaiting signature)
	 
	 	•	 	Custom Maintenance Service, Inc. — Sweeping Services
	 
	 	•	 	Waste Management of Central PA





SCHEDULE 4 (iv)

Stop& Shop at Bridgeport

Cedar-Bridgeport, LLC




       Not applicable (ground-leased to Stop & Shop)




 









 





SCHEDULE 4 (v)

Blue Mountain Commons

Cedar-Clock Tower, LLC.





	 	•	 	Vector Security, Inc. — Fire Contract
	 
	 	•	 	Other contracts pending;





SCHEDULE 4 (vi)

Sunset Crossing

Cedar Sunset Crossing, LLC





	 	•	 	Vector Security, Inc. — Fire Contract
	 
	 	•	 	Pro Gro Landscaping Specialists, Inc. — Landscaping Contract
	 
	 	•	 	Pro Gro Landscaping Specialists, Inc. — Snow Contract (awaiting signature)
	 
	 	•	 	Allied Barton Security Services, Inc. — Security Contract
	 
	 	•	 	Kleen Keeper, Inc. — Sweeping Contract
	 
	 	•	 	Waste Management of Pennsylvania, Inc.— Trash Contract





SCHEDULE 4 (vii)

Shaw’s Plaza

Cedar-Raynham, LLC





	 	•	 	Steve’s Landscaping — Landscaping & Snow Plowing (awaiting signature)
	 
	 	•	 	A&M Fire Protection — Sprinkler





 









 





SCHEDULE 5 LEASES




SCHEDULE 5 (1)

Columbus Crossing




     I. AC Moore, Inc.




	 	•	 	Lease Agreement Dated: 7.12.01
	 
	 	•	 	First Amendment of Lease Dated: 7.12.01





     2. Bath & Body Works, LLC




	 	•	 	Lease Agreement Dated: 12.18.00
	 
	 	•	 	Notice of Legal Address Change Dated: 3.3.09





     3. Cingular Wireless




	 	•	 	Lease Agreement Dated: 3.27.00
	 
	 	•	 	Lease Modification Agreement Dated: 6.28.06





     4. Famous Footwear (Brown Group Retail, Inc.)




	 	•	 	Lease Agreement Dated: 9.11.00
	 
	 	•	 	Notice of Change of Address Dated: 5.27.08





     5. Joyce Leslie, Inc.




	 	•	 	Lease Agreement Dated: 5.20.01





     6. Lane Bryant, Inc.




	 	•	 	Lease Agreement Dated: 12.18.00





     7. Old Navy, LLC




	 	•	 	Lease Agreement Dated: 8.16.00
	 
	 	•	 	First Amendment to Lease Dated: 06.25.02
	 
	 	•	 	Assignment Due to Entity Conversion Dated: 1.30.04
	 
	 	•	 	Non-Disturbance and Attomment Agreement Dated: 3.23.04
	 
	 	•	 	Exercise of Option Notice/Change of Address Dated: 9.25.07
	 
	 	•	 	Settlement Agreement and Release Dated: 12.15.08





     8. Super Fresh Food Markets, Inc.




	 	§	 	Lease Agreement Dated: 3.18.99
	 
	 	•	 	Memorandum of Lease Dated: 3.18.99
	 
	 	•	 	Guaranty Dated: 3.18.99
	 
	 	•	 	Amendment to Lease Dated: 3.18.99
	 
	 	•	 	Assignment and Assumption of Lease Agreement Dated: 4.29.99
	 
	 	•	 	Amendment to Lease Dated: 12.6.99
	 
	 	•	 	Amendment to Lease Dated: 9.18.00





SCHEDULE 5 ID

Franklin Village




     1. AAA of Southern New England




	 	- •	 	 Lease Agreement Dated: 9.7.01
	 
	 	•	 	Commencement Agreement Dated: 11.20.01
	 
	 	•	 	Extension/Renewal Letter Dated: 2.15.06










 









 








     2. Applebee’s Northeast, Inc. (Restaurant)




	 	•	 	Lease Agreement Dated: 12.17.87
	 
	 	•	 	Limited Guaranty Dated: 2.8,88
	 
	 	•	 	Lessee’s Lease Statement and Agreement Dated: 2.8.88
	 
	 	•	 	First Amendment of Lease Dated: 9.15.89
	 
	 	•	 	Second Amendment of Lease Dated: 2.25.94
	 
	 	•	 	Third Amendment of Lease Dated: 6.20.03
	 
	 	•	 	Fourth Amendment of Lease Dated: 8.31.04
	 
	 	•	 	Notice of Non-Renewal Dated: 8.25.09





     3. Applebee’s Northeast, Inc. (Office)




	 	•	 	Lease Agreement Dated: 5.29.88
	 
	 	•	 	Memorandum Establishing Commencement Date Dated: 7.31.98
	 
	 	•	 	First Amendment of Lease dated: 9,19.02
	 
	 	•	 	Lease Modification Agreement Dated: 1.23.06
	 
	 	•	 	Chance of Notice Address Dated: 4,28.08.





     4. Arthur Pappas




	 	•	 	Lease Agreement Dated: 10.13.08
	 
	 	•	 	Delivery of Possession to Tenant Dated: 10.1.08





     5. Bank of American (ATM)




	 	•	 	Lease Agreement Dated: 11.18.87
	 
	 	•	 	Commencement Agreement Dated: 3.14.88
	 
	 	•	 	First Amendment of Lease Dated: 8.18,97
	 
	 	•	 	Second Amendment & Extension of Lease Dated: 9.9.02





     6. Bank of America




	 	•	 	Lease Agreement Dated: 11.26.01
	 
	 	•	 	Memorandum Establishing Commencement Dated: 11.26.01
	 
	 	•	 	Commencement Agreement Dated: 3.21.02
	 
	 	•	 	Change of Address Notice Dated: 6.15.07
	 
	 	•	 	Lease Modification Agreement Dated: 3.25.08
	 
	 	•	 	Notice of Address Change Dated: 7.14.09





     7. Bath & Body Works




	 	•	 	Lease Agreement Dated: 6.15.01
	 
	 	•	 	Possession Notice Dated: 6.15.01
	 
	 	•	 	Confirmation of Lease Dated: 10.25.01
	 
	 	•	 	Notice of Legal Address Change Dated: 4.2.09





     8. California Nails




	 	•	 	Lease Agreement Dated: 7.14.97
	 
	 	•	 	Guaranty Dated: 7.18.97
	 
	 	•	 	Letter of Possession Dated: 8.28.97
	 
	 	•	 	Extension/Renewal Letter Dated: 3.21.02
	 
	 	•	 	First Amendment of Lease Dated: 7.29.02
	 
	 	•	 	Second Amendment of Lease Dated: 10.27.05





     8. Cataldo Law Office, LLC




	 	•	 	Lease Agreement Dated: 6.18.08
	 
	 	•	 	Delivery of Possession Dated: 8,8,08
	 
	 	•	 	Rent Commencement Letter Dated: 8.28.08





 









 






	 	•	 	Substitution of Signage Letter Dated: 10.31.08





     9. Chemical Solutions




	 	•	 	Lease Agreement Dated: 2.10.95
	 
	 	•	 	Guaranty Dated: 2.10.95
	 
	 	•	 	Amendment and Extension to Lease Dated: 5.1.01
	 
	 	•	 	Second Amendment and Extension to Lease Dated: 4.9.04
	 
	 	•	 	Lease Modification Agreement Dated: 6.5.06
	 
	 	•	 	Lease Modification Agreement Dated: 9.29.09





     10. Cingular Wireless




	 	•	 	Guaranty Dated: 7.13.95
	 
	 	•	 	Lease Agreement Dated: 7.14.95
	 
	 	•	 	Commencement Agreement Dated: 12.2.96
	 
	 	•	 	Assignment of Lease Dated: 4.18.97
	 
	 	•	 	First Amendment of Lease Dated: 11.29.00
	 
	 	•	 	Second Amendment of Lease Dated: 1.19.06





     11. Crystal Card & Gifts




	 	•	 	Lease Agreement Dated: 7,16.87
	 
	 	•	 	Amendment and Extension to Lease Dated: 2.6.98
	 
	 	•	 	Assignment and Consent to Lease Dated: 8.16.99
	 
	 	•	 	Amendment and Extension to Lease Dated: 6.24.02
	 
	 	•	 	Lease Modification Agreement Dated: 12.31.07





     12. Curves for Women (Unique Creations, Inc.)




	 	•	 	Lease Agreement Dated: 12.14.04
	 
	 	•	 	Guaranty Dated: 12.14.04
	 
	 	•	 	License Agreement Dated: 7.6.07





     13. D’Angelos, Inc.




	 	•	 	Lease Agreement Dated: 6.11.87
	 
	 	•	 	Notice of Lease Dated: 7.29.87
	 
	 	•	 	Commencement Akeement Dated: 1.25.88
	 
	 	•	 	Consent to Assignment Dated: 1.25.88
	 
	 	•	 	Assignment of Lease Dated: 12.2.93
	 
	 	•	 	Guaranty Dated: 12.2.93
	 
	 	•	 	Extension/Renewal Letter Dated: 5.22.97
	 
	 	•	 	First Amendment of Lease Dated: 3.9.02
	 
	 	•	 	Lese Modification Agreement Dated: 9.18.06





     14. Daniel O’Connel’s Sons, Inc.




	 	•	 	Lease Agreement Dated: 6.19,08
	 
	 	•	 	Delivery of Possession Notice Dated: 8.1.08





     15. Dr. Jamila Khalil (New England Dental Associates)




	 	•	 	Guaranty Dated: 9.27.94
	 
	 	•	 	Lease Agreement dated: 10.3.94
	 
	 	•	 	Commencement Agreement Dated: 12.21.94
	 
	 	§	 	Extension/Renewal Letter Dated: 4.14.00
	 
	 	•	 	Lease Modification Agreement Dated: 4.2.07





     16. Dr. Robert Gushard



 









 






	 	•	 	Lease Agreement Dated: 4.13.99
	 
	 	•	 	Commencement Agreement Dated: 6.4.99
	 
	 	•	 	Amendment and Extension to Lease Agreement Dated: 7.5.04
	 
	 	•	 	Tenant Agreement Dated: 10.8.04
	 
	 	•	 	Second Amendment of Lease Dated: 5.9.05
	 
	 	•	 	Lease Modification Agreement Dated: 11.28.05
	 
	 	•	 	Lease Modification Agreement Dated: 5.2.07
	 
	 	•	 	Lease Modification Agreement Dated: 5.5.08
	 
	 	•	 	Lease Modification Agreement Dated: 8.25.08
	 
	 	•	 	Lease Modification Agreement Dated: 8.31.09





     17. Dress Barn, Inc.




	 	•	 	Lease Agreement Dated: 8.14.87
	 
	 	•	 	Lessee’s Lease Statementand Agreement Dated: 9.21.87
	 
	 	•	 	Subordination Agreement Dated: 5.27.88
	 
	 	•	 	Commencement Agreement Dated: 6.188
	 
	 	•	 	First Amendment of Lease Dated: 4.2.90
	 
	 	•	 	Second Amendment of Lease Dated: 4.3.97
	 
	 	•	 	Renewal Letter Dated: 12.10.01
	 
	 	•	 	Renewal Letter Dated: 11.8.04
	 
	 	•	 	Follow Up Renewal Letter: 12.30,04
	 
	 	•	 	Lease Modification Agreement Dated: 6.23.09





     18. Elizabeth Grady Salon (Karen Roche)




	 	•	 	Lease Agreement Dated: 3.31.92
	 
	 	•	 	Guaranty Dated: 4.16.92
	 
	 	•	 	Commencement Agreement Dated: 12.1,92
	 
	 	•	 	Extension/Renewal Letter Dated: 1.3.97
	 
	 	•	 	Consent to Assignment and Amendment to Lease Dated: 6.22.99
	 
	 	•	 	Extension/Renewal Letter Dated: 7,7.03
	 
	 	•	 	Amendment to Lease Dated: 6.11.09





     19. Empire Vision Centers, Inc.




	 	•	 	Lease Agreement Dated: 8.10.87
	 
	 	•	 	Delivery of Possession Letter Dated: 8.10.87
	 
	 	•	 	First Amendment of Lease Dated: 11.30.87
	 
	 	•	 	Memorandum Establishing Commencement Date of Lease Dated: 6,27.89
	 
	 	•	 	Landlord Consent Dated: 4.3.97
	 
	 	•	 	Second Amendment of Lease Dated: 6.15.97
	 
	 	•	 	Renewal Letter Dated: 8.18.02
	 
	 	•	 	Notice of Assignment of Lease to Tenant dated: 5.9.05
	 
	 	•	 	Lease Modification Agreement Dated: 1.24,08





     20. Famous Footwear (Brown Group Retail, Inc.)




	 	•	 	Lease Agreement Dated: 6.20.06
	 
	 	•	 	Delivery of Possession Dated: 8.21.06
	 
	 	•	 	Term Commencement Agreement Dated: 10.31.06
	 
	 	•	 	Notice of Change of Address Dated: 5.27.08





     21. Game Stop, Inc.




	 	•	 	Lease Agreement Dated: 6,15.94
	 
	 	•	 	Addendum to Lease Dated: 6.15.94
	 
	 	•	 	Memorandum Establishing Commencement Date of Lease Dated: 6.30.94





 









 






	 	•	 	Option Renewal Letter Dated: 3.31.97
	 
	 	•	 	First Amendment and Extension of Lease Dated: 5.27.97
	 
	 	•	 	Second Amendment and Extension of Lease Dated: 5.28.00
	 
	 	•	 	Option to Renew Letter Dated: 1223.02
	 
	 	•	 	Lease Modification Agreement Dated: 4.18,07
	 
	 	•	 	Lease Modification & Premise Relocation Agreement Dated: 11.21.08
	 
	 	•	 	New Rent Commencement Dated: 2.9.09
	 
	 	•	 	Delivery of Possession Dated: 2.13.09
	 
	 	•	 	Notice of Lease Dated: 2.26.09





     22. General Nutrition




	 	•	 	Lease Agreement Dated: 6.26.95
	 
	 	•	 	Possession Letter Dated: 6.27.95
	 
	 	•	 	Sublease Dated: 7.10.95
	 
	 	•	 	Commencement Agreement Dated: 8,11.95
	 
	 	•	 	Extension/Renewal dated: 12.14.99
	 
	 	•	 	Sublease Extension: 2.2.00
	 
	 	•	 	Second Amendment Dated: 6.30.05
	 
	 	•	 	Second Lease Modification Dated: 5.22.08





     23. Gilmore Rees & Carlson




	 	•	 	Lease Agreement Dated: 1.23.97
	 
	 	•	 	Guaranty Dated: 1.23.97
	 
	 	•	 	Commencement Agreement Dated: 1.30.97
	 
	 	•	 	Extension/Renewal Letter Dated: 5.1.97
	 
	 	•	 	Extension/Renewal Letter Dated: 5,1,99
	 
	 	•	 	First Amendment of Lease Dated: 1998
	 
	 	•	 	Second Amendment of Lease Dated: 8.23.00
	 
	 	•	 	Third Amendment of Lease Dated: 10.19.01
	 
	 	•	 	Fourth Amendment of Lease Dated: 5.3.02
	 
	 	•	 	Fifth Amendment of Lease Dated: 10.22.04
	 
	 	•	 	Renewal Letter Dated: 1.23.06
	 
	 	•	 	Landlord’s Consent to Sublease Dated: 9.17.08





     24. Hawthorne Securities Corp.




	 	•	 	Lease Agreement Dated: 2.21.06
	 
	 	•	 	Commencement Letter Dated: 4.3,06
	 
	 	•	 	Lease Modification Agreement Dated: 3.31.09





     25. Hormel Foods Sales, LLC




	 	•	 	Lease Agreement Dated: 12.15.92
	 
	 	•	 	Acceptance of Premises Memorandum Dated: 2.3.93
	 
	 	•	 	Subordination Agreement Dated: 12.30.93
	 
	 	•	 	First Amendment of Lease Dated: 12.8.97
	 
	 	•	 	Second Amendment of Lease Dated: 3.2002
	 
	 	•	 	Lease Assignment Dated: 1.4.05
	 
	 	•	 	Lease Modification Agreement Dated: 3.30.07
	 
	 	•	 	Lease Modification Agreement Dated: 8.18.09





     26. Jenny Craig Operations, Inc.




	 	•	 	Lease Agreement Dated: 8,19.08
	 
	 	•	 	Landlord Delivery of Possession to Tenant Dated: 8.27,08
	 
	 	•	 	Rent Commencement Letter Dated: 10.15.08





 









 





     27. Jepsky and Sack, LLC




	 	•	 	Lease Agreement Dated: 1.16.94
	 
	 	•	 	Lease Extension Agreement Dated: 5.13.98
	 
	 	•	 	First Amendment of Lease Dated: 2.28.04
	 
	 	•	 	Lease Modification Agreement Dated: 6.20.08
	 
	 	•	 	Rent Commencement Letter Dated: 7.17.088
	 
	 	•	 	Landlord Delivery of Possession (Suite 102) Dated: 7.18.08
	 
	 	•	 	Tenant Delivery of Possession (Suite 302) to Landlord Dated: 7.21.08





     28. Kendig Ratcliff (Pavento, Ratcliffe & Renzi & Co, LLC)




	 	•	 	Lease Agreement dated: 10.20.99
	 
	 	•	 	Guaranties (4) Dated: 10.20.99
	 
	 	•	 	Amendment & Extension of Lease Dated: 10.25.04
	 
	 	•	 	Lease Modification Agreement Dated: 9.28.09





     29. L’equipe




	 	•	 	Lease Agreement Dated: 11.2.99
	 
	 	•	 	Guaranty Dated: 11.2.99
	 
	 	•	 	Memorandum Establishing Commencement Date Dated: 11.9.00
	 
	 	•	 	Option Renewal Letter Dated: 2.25.05





     30. Logic Vision, Inc.




	 	•	 	Lease Agreement Dated: 10.26.99
	 
	 	•	 	Amendment and Extension to Lease Agreement Dated: 6.2.04
	 
	 	•	 	Lease Modification Agreement dated: 12.19.07





     31. Longhorn Steakhouse (Rare Hospitality International, Inc.)




	 	•	 	Lease Agreement Dated: 2.10.00
	 
	 	•	 	Memorandum Dated: 2.10.00
	 
	 	•	 	Letter Agreement Dated: 8.15.00
	 
	 	•	 	Change of Notice Address Dated: 10.1.07
	 
	 	•	 	First Option to Extend Lease Dated: 8.12.09





     32. Marriott Management (Sodexho)




	 	•	 	Lease Agreement Dated: 4.10.92
	 
	 	•	 	Commencement Memorandum dated: 6.1.92
	 
	 	•	 	Renewal Letter Dated: 6.25.96
	 
	 	•	 	Extension to Lease Dated: 7.11.96
	 
	 	•	 	Amendment and Extension to Lease Dated: 9.8.00
	 
	 	•	 	Second Amendment of Lease Dated: 3.3,06





     33. Mentor Planning & Consulting




	 	•	 	Lease Agreement Dated: 5.19.08
	 
	 	•	 	Lease Guaranty Dated: 5.19.08
	 
	 	•	 	Delivery of Possession Dated: 7.1.08
	 
	 	•	 	Delivery of Possession Dated: 8.21.08
	 
	 	•	 	Rent Commencement Letter Dated: 9.19.08





     34. Milford Regional




	 	•	 	Lease Agreement Dated: 6.2.03
	 
	 	•	 	Commencement Letter Dated: 6.20.03
	 
	 	•	 	Exercise of Lease Extension Option Dated: 10.24.07





 









 





     35. Next Level




	 	•	 	Lease Agreement Dated: 10,1.03
	 
	 	•	 	Guaranty Dated: 10.1.03
	 
	 	•	 	Lease Modification Agreement Dated: 12.29.08





     36. Nurse Staffing LLC d/b/a Nurses 24 6




	 	•	 	Lease Agreement Dated: 10.15.09





     37. Olympia Sport Center, Inc.




	 	•	 	Lease Agreement dated: 10.5.04





     38. Panera Bread




	 	•	 	Lease Agreement Dated: 3.21.01
	 
	 	•	 	Guaranty Dated: 3.21.01
	 
	 	•	 	Certificate of Manager Dated: 3.21,01
	 
	 	•	 	Landlord Waiver Dated: 3.21.01
	 
	 	•	 	Possession Notice Dated: 4.4.01
	 
	 	•	 	Commencement Letter Dated: 5.30.01





     39. Papa Gino’s




	 	•	 	Lease Agreement Dated: 6.24.87
	 
	 	•	 	Subordination (Tenant’s Acceptance Letter) Dated: 4.22.88
	 
	 	•	 	Commencement Memorandum Dated: 8.23.88
	 
	 	•	 	Consent to Assignment Dated: 10.30.91
	 
	 	•	 	Assignment Dated: 3.6.92
	 
	 	•	 	Extension/Renewal Letter Dated: 3.26.97
	 
	 	•	 	First Amendment & Extension of Lease Dated: 3.9.02
	 
	 	•	 	Lease Modification Agreement Dated: 9.18.06





     40. Pepper Terrace (TTN Thai Food)




	 	•	 	Lease Dated: 6.8.98
	 
	 	•	 	Guaranty Dated: 6.8.98
	 
	 	•	 	Assignment, Consent to Assignment, Release & Amendment to Lease Dated:
8.21.00
	 
	 	•	 	Guaranty (Exhibit A to Assignment) Dated: 8.21.00
	 
	 	•	 	Renewal Letter Dated: 6.3.02
	 
	 	•	 	Lease Modification Agreement Dated: 1.31.07





     41. Radio Shack •




	 	•	 	Lease Agreement Dated: 9.30.87
	 
	 	•	 	Letter Confirming Terms of Lease Dated: 1.14.88
	 
	 	•	 	Memorandum Establishing Commencement Dated: 2.5.88
	 
	 	•	 	Non-Disturbance, Subordination, Attornment & Tenant Acceptance Letter
Dated: 3.30.88
	 
	 	•	 	Extension and Amendment to Lease Agreement Dated: 12.12.97
	 
	 	•	 	Landlord’s Waiver Dated: 3.21.01
	 
	 	•	 	Letter Agreement dated: 5.23.01
	 
	 	•	 	Letter Agreement Dated: 6,4,01
	 
	 	•	 	Option Renewal Letter Dated: 6.4.01
	 
	 	•	 	Letter Agreement Re: Satellite System Dated: 7.24.01
	 
	 	•	 	Option Renewal Letter Dated: 7.7.05





     42. Regis Corp. (Supercuts)




	 	•	 	Lease Agreement Dated: 3.15.07





 









 






	 	•	 	Delivery of Possession Letter Dated: 4.27.07
	 
	 	•	 	Commencement date Agreement dated: 9.6.07
	 
	 	•	 	License Agreement Dated: 5.6.09





     43. Remax (BC Executive Realty, Inc.)




	 	•	 	Lease Agreement Dated: 11.1.01 •
	 
	 	•	 	Guaranty (George Joseph) Dated: 11.1.01
	 
	 	•	 	Guaranty (William Wright) Dated: 11.1.01
	 
	 	•	 	Memorandum Establishing Commencement Dated; 2.12.04
	 
	 	•	 	Lease Modification Agreement Dated: 2,19.09





     44. Sally’s Alley




	 	•	 	Lease Agreement Dated: 8.9.04





     45. Saylent Technologies




	 	•	 	Lease Agreement Dated: 4.17.07





     46. Smilage Dental




	 	•	 	Lease Agreement Dated: 9.7.95
	 
	 	 	 	Commencement Dated Agreement Dated: 11.10.95
	 
	 	•	 	Extension/Renewal Dated: 3,3,00
	 
	 	 	 	First Amendment of Lease Dated: 9.28.05





     47. Sprint (Nextel)




	 	•	 	Communication Site Lease Agreement Dated: 11.7.05
	 
	 	•	 	Commencement Notice Dated: 10.5.06
	 
	 	•	 	Change of Notice Address Dated: 5,4.07





     48. Stop & Shop




	 	•	 	-Notice of Lease Dated: 6.24.86
	 
	 	•	 	Lease Dated: 7.1.86
	 
	 	•	 	Letter Agreement Dated: 7.1.86
	 
	 	•	 	Consent Agreement Re: D’ Angelo’s Dated: 1,2,87
	 
	 	•	 	Consent Agreement Re: Papa Gino’s Dated: 1.27.87
	 
	 	•	 	Amendment of Lease Dated: 8.7.87
	 
	 	•	 	Consent Agreement Re: Applebee’s Dated: 1.6.88
	 
	 	•	 	Consent Agreement Re; Office Building Dated: 5.23.88
	 
	 	•	 	Commencement Agreement Dated: 8.22.88
	 
	 	•	 	Consent Letter Re: Side Walk Sale Dated: 8.22.90
	 
	 	•	 	Consent Agreement Re: Taco Bell Dated: 8.28,91
	 
	 	•	 	Consent Agreement Re: Coffee Shop Building Dated: 3.31.92
	 
	 	•	 	Consent Agreement Re: Fwico Land Dated: 6.30.94
	 
	 	•	 	Letter Agreement Regarding Village Cafe Dated: 7.15,98
	 
	 	•	 	Consent Agreement Re: Longhorn Steakhouse Dated; 1.18.00
	 
	 	•	 	Consent Agreement Re: Sylvan Learning Center dated: 4.6.00
	 
	 	•	 	Consent Agreement Re; Panera Bread Dated; 3.14.01
	 
	 	•	 	Second Amendment of Lease Dated: 114,01
	 
	 	•	 	Third Amendment of Lease Dated; 4.2.04
	 
	 	•	 	Notice of Lease as Amendment dated; 6.3.04
	 
	 	•	 	ROFR Dated: 6.30.04
	 
	 	•	 	Letter Re: 3rd Amendment of Lease Dated: 10.26.04
	 
	 	•	 	Notice of Waiver of Right of 1’ Refusal Dated: 10.27.04





 









 





     49. Strata Bank (0B101 & OB 207)




	 	•	 	Lease Agreement dated: 5.23.95
	 
	 	•	 	Memorandum Establishing Commencement Date of Lease Dated: 9.25,95
	 
	 	•	 	Amendment and Extension to Lease Dated: 6.1.98
	 
	 	•	 	Notice of Exercise of Option Dated; 7.25.07
	 
	 	•	 	Surrender Agreement (Suite 207) Dated: 10.13,09
	 
	 	•	 	Delivery of Possession Dated: 10.15.09





     50. Sun Pro, Inc.




	 	•	 	Lease Agreement Dated: 3.20.02
	 
	 	•	 	Guaranty Dated: 3.20.02





     51. Sylvan Learning Center




	 	•	 	Lease Agreement Dated: 5.12.00
	 
	 	•	 	Modification/Extension/Renewal Dated: 2.4.02
	 
	 	•	 	First Amendment of Lease Dated: 9.2005





     52. Taco Bell (Lockwood/McKinnon Taco Ventures, Inc.)




	 	•	 	Lease Agreement Dated: 6.26.91
	 
	 	•	 	Memorandum Establishing Commencement Dated Dated: 3.19.92
	 
	 	•	 	Memorandum of Assignment and Assumption of Lease Agreement and Consent Dated:
4.28.98
	 
	 	•	 	Assignment and Assumption of Lease Agreement and Consent Dated: 4.28.98
	 
	 	•	 	Special Power of Attorney Dated: 1.19,99
	 
	 	•	 	Transfer of Guaranty Dated: 2.16.00
	 
	 	•	 	Option Renewal Letter Dated: 1.31.00
	 
	 	•	 	Letter Defining Lease Terms Dated: 7.19.01
	 
	 	•	 	Change of Address Notice Dated: 12.9.05





     53. Trainer Town (Team Fitness Franklin)




	 	•	 	Lease Agreement Dated: 7.5.07
	 
	 	•	 	Lease Guaranty Dated: 7.3.07
	 
	 	•	 	License Agreement dated: 9,18.07
	 
	 	•	 	Landlord Delivery of Possession to Tenant Dated: 11.20.07
	 
	 	•	 	Rent Commencement Letter Dated: 2.11.08





     54. Teppanyaki (Fel Ye)




	 	•	 	Lease Agreement Dated: 5.1.03
	 
	 	•	 	Guaranty Dated: 5.1.03





     55. The Men’s Warehouse




	 	•	 	Lease Agreement Dated: 5.22.92
	 
	 	•	 	Memorandum Establishing Commencement Date of Lease Dated: 6.3.92
	 
	 	•	 	Amendment and Consent to Assignment and Assumption of Lease Agreement
Dated: 8.21,96
	 
	 	•	 	Memorandum Establishing Commencement Dated f Lease Dated: 1023.96
	 
	 	•	 	Letter Agreement Dated: 11.14.00
	 
	 	•	 	Letter Agreement Dated: 7.31.02
	 
	 	•	 	Second Amendment of Lease Agreement Dated: 8.29.02
	 
	 	•	 	Approval to Install a Satellite Antenna System Dated: 11.22.02
	 
	 	•	 	Lease Modification Agreement Dated: 1.10.08





     56. The UPS Store (MJACK Enterprises, Inc.)




	 	•	 	Lease Agreement Dated: 6.12.97





 









 






	 	•	 	Lessor’s Agreement dated: 5.2.04
	 
	 	•	 	Guaranty Dated: 5.3.04
	 
	 	•	 	Guaranty Dated: 5,7.04
	 
	 	•	 	Consent to Assignment and Amendment to Lease Dated: 5.11.04
	 
	 	•	 	Assignment of Lease Dated: 5,14.04
	 
	 	•	 	Renewal Letter Dated: 5.21.08





     57. Thrixologie (Blacbar, LLC)




	 	 	 	D. Lease Agreement Dated: 5.7.04
	 
	 	•	 	Guaranty Dated: 5.7.04
	 
	 	•	 	Landlord’s Consent of Assignment and Assumption Dated: 3.11.08
	 
	 	•	 	Assignment and Assumption Agreement Dated: 3.11.08





     58. TJX (Marshall’s)




	 	•	 	Lease Agreement Dated: 7.24.86
	 
	 	•	 	Memorandum of Commencement Date Dated: 8.10,86
	 
	 	•	 	Letter Agreement Dated: 2.17.88
	 
	 	•	 	First Amendment of Lease Dated: 8.10.88
	 
	 	•	 	Second Amendment and Extension to Lease Dated: 7.25.90
	 
	 	•	 	Letter Agreement Dated: 9.2.92
	 
	 	•	 	Omnibus Assumption Agreement Dated: 10.9,96
	 
	 	•	 	Letter Agreement Dated: 2.14.97
	 
	 	•	 	Consent Letter Dated: 6.1.00
	 
	 	•	 	Renewal Letter Dated: 7.25.03
	 
	 	•	 	Letter Defining Terms of Lease Dated: 10.26.04
	 
	 	•	 	Extension of Lease Letter Agreement Dated: 5.23.07





     59. Villa Trading Company, Inc. (Terrazza Home & Garden)




	 	•	 	Lease Agreement Dated: 7,10.08
	 
	 	 	 	Delivery of Possession Agreement Dated: 7.28.08
	 
	 	•	 	Commencement Agreement Dated: 9.19.08





     60. Village Mall Liquors




	 	•	 	Lease Agreement Dated: 4.5.00
	 
	 	•	 	Guaranty Dated: 4.5.00
	 
	 	•	 	Commencement Agreement Dated: 4.4.02
	 
	 	•	 	First Amendment of Lease Dated: 5.22.03
	 
	 	•	 	Extension/Renewal Letter Dated: 9.30.04
	 
	 	•	 	Second Amendment of Lease Dated: 10.29.04
	 
	 	•	 	Third Amendment of Lease Dated: 2.14.07
	 
	 	•	 	Exercise of Lease Option Dated: 6.16.09





     61. Voice Box




	 	•	 	Lease Agreement Dated: 1.20.03
	 
	 	•	 	Guaranty Dated: 1.14.03
	 
	 	•	 	Option Renewal Letter Dated: 8.22.05





     62. Young S. Kim & Ok Mi Kim




	 	•	 	Lease Agreement Dated: 11.13.08
	 
	 	•	 	Landlord’s Delivery of Possession to Tenant Dated: 11.17.08
	 
	 	•	 	Rent Commencement Dated: 1.21.09
	 
	 	•	 	Rent Commencement Letter Agreement Dated: 1.26.09





 









 





SCHEDULE 5 Oil)

Loyal Plaza




     1. Blockbuster Video




	 	•	 	Lease Dated: 2.6.92
	 
	 	•	 	First Amendment of Lease Dated: 6.24.92
	 
	 	•	 	Commencement Agreement Dated: 11.18.93
	 
	 	•	 	Warranty Assignment of Lessor’s Interest in Tenant and Assumption
Agreement Dated: 1.26.94
	 
	 	•	 	Assignment of Tenant Leases, Guaranties and Security Deposits Dated:
5.31.01
	 
	 	•	 	Renewal Letter Dated: 5.14.02
	 
	 	•	 	Exercise of Option Letter Dated: 11.19.07
	 
	 	•	 	Consent Letter to Exercise of Option Dated: 11.29.07





     2. Dollar Tree




	 	•	 	Lease Dated: 2.28.01





     3. Eckerd Drug




	 	•	 	Lease Dated: 7.27.98
	 
	 	•	 	Memorandum Dated: 7.27.98
	 
	 	•	 	Consent of Ground Lessor Dated: 7.31.98 (mention in Estoppel but not in
file)
	 
	 	•	 	Lease Amendment Agreement Dated: 4.22.99
	 
	 	•	 	Fee Owner’s Agreement Dated: 4.26.99





     4. Fashion Bug




	 	•	 	Lease Dated: 3.19,91
	 
	 	•	 	Guaranty Dated: 3.19.91
	 
	 	•	 	Letter Agreement Dated: 1,18.94
	 
	 	•	 	Warranty Assignment of Lessor’s. Interest in Tenant Leases and
Assumption Agreethent: 1.26.94
	 
	 	•	 	Renewal Letter Dated: 6,22.01
	 
	 	•	 	Renewal Letter Dated: 5.5.06





     5. Venice Pizza Shop (Gaspare Saladino)




	 	•	 	Lease Dated: 2.9.90
	 
	 	•	 	Lease Modification and Extension Agreement Dated: 5.1.93
	 
	 	•	 	First Amendment of Lease Dated: 2.3.97
	 
	 	•	 	Second Amendment of Lease Dated: 7.13.99
	 
	 	•	 	Third Amendment to Lease Dated: 6.13.01
	 
	 	•	 	Fourth Lease Modification Agreement Dated: 7.27.06





     6. General Mills Restaurants, Inc. (Red Lobster0




	 	•	 	Lease Dated: 7.9.91
	 
	 	•	 	Warranty Assignment of Lessor’s Interest in Tenant Leases and
Assumption Agreement Dated: 1.26.94
	 
	 	•	 	Articles of Amendment to Articles of Incorporation Dated: 3,30.95





     7. Giant Food Stores




	 	•	 	Lease Dated: 2,8.99
	 
	 	•	 	SNDA Dated: Undated (Exhibit E of Lease)
	 
	 	•	 	Guaranty Dated: 12.21.98
	 
	 	•	 	Lease Commencement Agreement Dated: 2.28.01





 









 





     8. Hallmark Gold Crown (Barbara Longo Shollenberger)




	 	•	 	Lease Dated: 8.30.99
	 
	 	•	 	Supplement to Lease Modification Agreement No. 1 Dated: 6.18.01
	 
	 	•	 	Lease Modification Agreement No. 1 Dated: 6.18.01
	 
	 	•	 	Letter Agreement Exercising Lease Option Dated: 1.19.07





     9. Jackson Hewitt Tax Service (Thomas McNamara)




	 	•	 	Lease Dated: 10.11.04
	 
	 	•	 	Commencement Letter Dated: 12.3.04
	 
	 	•	 	Lease Modification Agreement Dated: 9.29.09





     10. Kmart




	 	•	 	Lease Dated: 8.9.76
	 
	 	•	 	First Amendment of Lease Dated: 8.3.92
	 
	 	•	 	Warranty Assignment of Lessor’s Interest in Tenant Leases and Assumption
Agreement Dated: 1.26,94
	 
	 	•	 	Renewal Letter Dated; 6.12.95
	 
	 	•	 	Assignment Letter Dated: 11.9.99
	 
	 	•	 	Renewal Letter Dated: 5.15.00
	 
	 	•	 	Renewal Letter Dated: 8.18.05
	 
	 	•	 	Notice of Address Change Dated: 3.12.07
	 
	 	•	 	Notice of Assignment of Lease Dated: 2.1.07





     11. Professional Hair Styling (Martin J. Jennings III)




	 	•	 	Lease Dated: 1.14,85
	 
	 	•	 	Assigiunent of Lease Dated: 7.11.90
	 
	 	•	 	Lease Modification, Renewal and Extension Agreement Dated: 11.1.92
	 
	 	•	 	Assignment of Lease Dated: 12.1.92
	 
	 	•	 	Warranty Assignment of Lessor’s Interest in Tenant Leases and Assumption
Agreement Dated: 1.26.94
	 
	 	•	 	Assignment and Assumption of Lease Agreement Dated: 2.18.98
	 
	 	•	 	Lease Modification Agreement No. 2 Dated: 5.10.99
	 
	 	•	 	Renewal Letter Dated; 1022.02
	 
	 	•	 	Exercise of Lease Extension Option Dated: 6.5.07





     12. Nail Trix, Inc.




	 	•	 	Lease Dated: 6.27.08
	 
	 	•	 	Lease Modification Agreement Dated: 11.21.08





     13. Olympia Sport Center, Inc.




	 	•	 	Lease Dated: 7.9.04
	 
	 	•	 	Deliveiy of Possession Dated: 9,30.04
	 
	 	•	 	Commencement Letter Dated: 11.2.04
	 
	 	•	 	Lease Modification Agreement Dated: 5.15.09





     14. PA Liquor Control Board




	 	•	 	Real Estate Rental Option Dated: 2.1995
	 
	 	•	 	Lease Dated: 10.10.95
	 
	 	•	 	Renewal Letter Dated: 9.22.99
	 
	 	•	 	Real Estate Option Dated: 10.31.03
	 
	 	•	 	Lease Amendment Dated: 3.21.05





     15. Payless Shoesource, Inc.




	 	•	 	Lease Dated: 11.18.91





 









 






	 	•	 	Addendum Dated: 2.10.92
	 
	 	 	 	Warranty Assignment of Lessor’s Interest in Tenant Leases and Assumption
Agreement Dated: 1.26.94
	 
	 	•	 	Lease Modification Agreement Dated: 10.28.99
	 
	 	•	 	Renewal Letter Dated: 7.26.10
	 
	 	•	 	Letter Exercising Option Dated: 10.13.06





     16. RadioShack




	 	•	 	Lease Dated: 2,27.81
	 
	 	•	 	Amendment and Extension of Lease- Agreement Dated: 12.8.86
	 
	 	•	 	Warranty Assignment of Lessor’s Interest in Tenant Leases and Assumption
Agreement Dated: 1.26.94
	 
	 	•	 	Second Amendment and Extension of Lease Dated: 9.29.97
	 
	 	•	 	Third Amendment and Extension of Lease Dated: Not Signed or Dated
	 
	 	•	 	Renewal Letter Dated: 8.8.01
	 
	 	•	 	Third Amendment Dated: 8.21.06
	 
	 	•	 	Sign Agreement Dated: 2.13.08





     17. Holiday Hair (Regis Corporation)




	 	•	 	Lease Dated: 11.28.95
	 
	 	•	 	Lease Modification Agreement No. I Dated: 11.28.00
	 
	 	•	 	Assignment and Amendment of Lease Agreement Dated: 3.23.04
	 
	 	•	 	Renewal Letter Dated: 3.8.05





     18. Rent-A-Center East, Inc.




	 	•	 	Warranty Assignment Dated: 1.26.94
	 
	 	•	 	Lease Dated: 9.6.95
	 
	 	•	 	Lease Dated: 9,6.95
	 
	 	•	 	Lease Modification Agreement: 2.25.98
	 
	 	•	 	Lease Extension and Modification Agreement: 5.31.01
	 
	 	•	 	Amendment of Lease: 6.24.04
	 
	 	•	 	Exercise of Lease Option Dated: 8,25.08 (executed January 30, 2008)





     19. Rent-Way, Inc.




	 	•	 	Lease Dated: 11.12.97
	 
	 	•	 	Landlord’s Agreement Dated: 11.20.97
	 
	 	•	 	Lease Modification Agreement Dated: 12.8.00
	 
	 	•	 	Second Amendment of Lease Dated: 10.21.05





     20. Sally Beauty Supply, LLC




	 	•	 	Lease Dated; 9.4.91
	 
	 	•	 	Addendum to Lease: 9.4.91
	 
	 	•	 	Addendum Letter Dated: 9.5.91
	 
	 	•	 	Agreement Setting Lease Terms: 11.12.91
	 
	 	•	 	Warranty Assignment Dated: 1.26.94
	 
	 	•	 	Renewal Letter Dated; 9.9.96
	 
	 	•	 	Amendment to Lease: 7,11.01
	 
	 	•	 	Renewal Letter Dated: 2.20.06
	 
	 	•	 	Certificate of Conversion (Name Change) Dated: 12,1.06





     21. Staples




	 	•	 	Lease Dated: 6.24.04
	 
	 	•	 	Memorandum (Part of Lease): 6.24,04





 









 






	 	•	 	SNDA Dated: 8.26.04
	 
	 	•	 	Commencement Letter Dated: 11.12.04
	 
	 	•	 	Commencement Date Agreement: 11.12.04
	 
	 	•	 	First Amendment to Lease & Commencement Date Agreement: 5.25.05





     22. Verizon Wireless (Celle° Partnership)




	 	•	 	Lease Dated: 1,7.98
	 
	 	•	 	Assignment and Assumption of Lease Agreement Dated: 6.29.00
	 
	 	•	 	Assignment and Assumption of Lease Agreement Dated: 6.30,00
	 
	 	•	 	Assignment, Assumption and Consent Agreement Dated: 6.6.02
	 
	 	•	 	Amendment to Lease Agreement Dated: 10.28.02
	 
	 	•	 	Lease Modification Agreement Dated: 11.25.08





     23. Vision Max




	 	•	 	Lease Dated: 6.1.99
	 
	 	•	 	Landlord’s Consent Dated: 10.2.99
	 
	 	•	 	Landlord’s Subordination Agreement: 10.28.99
	 
	 	•	 	Renewal Letter: July 20, 2004





     24. Western Auto Supply (Advanced Auto)




	 	•	 	Lease Dated; 4.3.95
	 
	 	•	 	Agreement Amending Lease Agreement Dated: 7.31.95
	 
	 	•	 	SNDA Agreement Dated: 9.13.95
	 
	 	•	 	Assignment of Lease Dated: 6.16.98 ( Mentioned in Estoppel but not in
file)
	 
	 	•	 	Renewal Letter Dated: 1.13.00
	 
	 	•	 	Assigmnent of Lease Dated: 5.31.01 (Mentioned in Estoppel but not in
file)
	 
	 	•	 	Renewal Letter Dated: 1.19.05





     25. Williamsport National Bank




	 	•	 	Lease Dated: December 8, 2000
	 
	 	•	 	Option Renewal Letter Dated: April 28, 2009





     26. Super Crown Buffet (Zun Zheng/ Jinxing Yang)




	 	•	 	Lease Dated: 5,6.94
	 
	 	•	 	Assignment and Assumption of Lease Agreement Dated: 10.29.98
	 
	 	•	 	Amendment of Lease Dated: 6.20.03





SCELEDULE 5 (iv)

Stop & Shop at Bridgeport




     1. Stop & Shop Supermarket




	 	•	 	Ground Lease Dated: 9,11.03
	 
	 	•	 	Memorandum of Lease Dated: 9.11.03
	 
	 	•	 	Letter Agreement (re: Landlord’s Work) Dated: 9,11.03
	 
	 	•	 	Letter Agreement (re: incentive funding) Dated: 9.11.03
	 
	 	•	 	Agreement between Ground Owner, Landlord and Tenant Dated: 12.2004
	 
	 	•	 	Guaranty Agreement Dated: 12.8.04
	 
	 	•	 	Notice of Lease and Right of Last offer with Respect to Certain Property
Dated: 12.8.04
	 
	 	•	 	Lease Recognition and Estoppel Agreement Dated: 12.8.04
	 
	 	•	 	Opinion Letter (Michael Strauss) Dated: 1.12,05
	 
	 	•	 	Attorney Opinion Letter (Gerbrand Van Bokhorst) Dated: 1.14.05
	 
	 	•	 	Memorandum of Lease Dated: 2.14.07





 









 






	 	•	 	2007 Amendment to Lease Dated: 2.14.07
	 
	 	•	 	Letter Agreement (re: Property Control Payment) Dated: 2.21.07
	 
	 	•	 	SNDA Agreement Dated: 2,28.07
	 
	 	•	 	Ahold Guaranty Dated: 4.4.08





SCHEDULE 5 (v) •

Blue Mountain Commons




     1. Brother’s Pizza (Giovanni Barone)




	 	•	 	Lease Agreement Dated: 5.12.08
	 
	 	•	 	Subordination of Landlord’s Lien Dated: 11.4.08
	 
	 	•	 	Delivery of Possession Dated: 6.5,09
	 
	 	•	 	Rent Commencement Letter Dated: 9.30.09





     2. Giant Food Stores, LLC




	 	•	 	Lease Agreement Dated: 10.11.06
	 
	 	•	 	Memorandum of Lease Dated: 10.11.06
	 
	 	•	 	First Amendment to Lease Agreement Dated: 1.9.07
	 
	 	•	 	Delivery of Possession Dated: 9.22,09





     3. PNC Bank, NA




	 	•	 	Lease Agreement Dated: 2,1.08





     4. Sonic Drive-in Restaurant (Harrisburg Drive-In, LLC)




	 	•	 	Ground Lease Dated: 7.30.09
	 
	 	•	 	Lease Guaranty Dated: 7.30.09





     5. Subway Real Estate Corp,




	 	•	 	Lease Agreement Dated: 7.15.09
	 
	 	•	 	Sublease Agreement Dated: 10.23.09





     6. Supercuts, Inc.




	 	•	 	Lease Agreement Dated: 6.30.08
	 
	 	•	 	Delivery of Possession Dated: 6.5.09
	 
	 	•	 	Rent Commencement Letter Dated: 9.30,09





     7. Verizon Wireless (Go Wireless, Inc.)




	 	•	 	Lease Agreement Dated: 9.30.09





SCHEDULE 5 (vi)

Sunset Crossing




     1. Beauty Nail Salon (Ziuna Zheng and Bao Wen Lin)




	 	•	 	Lease Dated: 6.21.07
	 
	 	•	 	Lease Modification Agreement Dated: 3.10.08





     2. Dollar Surplus




	 	•	 	Lease Dated: 1.3.08
	 
	 	•	 	Lease Guaranty Dated: 1.3.08 (Exhibit G of Lease)
	 
	 	§	 	Lease Commencement Letter Dated: 6.6.08
	 
	 	•	 	Lease Modification Agreement Dated: 5,14,09





     3. Giant Food Stores




	 	•	 	Lease Dated: 2.27.01
	 
	 	•	 	Fueling Station Lease Dated: 2.27.01





 









 






	 	•	 	Memorandum of Lease Dated: 2.27.01
	 
	 	•	 	Agreement Dated: 4.2.01
	 
	 	•	 	Stipulations against Liens Dated: 7.25.01
	 
	 	•	 	Preliminary Memorandum Dated: 7.2,01
	 
	 	•	 	Extension. Deposit Agreement Dated: 7.2.01
	 
	 	•	 	Deed of Easement Dated: 7.25.01
	 
	 	•	 	Deed of Easement Dated: 7.31.01
	 
	 	•	 	Deed of Easement Dated: 8.6.01
	 
	 	•	 	Deed Dated: 9.11.01
	 
	 	•	 	Consent and Agreement of Mortgage Dated: 10.1.01
	 
	 	•	 	Deed of Easement and Right of Way Dated: 9.28.01
	 
	 	•	 	Guarantee Dated: 10.03.01
	 
	 	•	 	Right of Way Agreement Dated: 11.14.01
	 
	 	•	 	Amendment Dated: 6.10.02
	 
	 	•	 	Rent Commencement Letter Dated: 6,12.02
	 
	 	•	 	Consent Letter Agreement (Re: Tanning Salon) Dated: 11.8.02





     4. Holiday Hair




	 	•	 	Lease Dated: 5.28.02
	 
	 	•	 	Assignment & Amendment Dated: 3.23.04
	 
	 	•	 	Exercise of Option letter Dated: 3.5.07





     5. Kam Wei Kitchen (LI Zhong Zhu)




	 	•	 	Lease Dated: 6.26.08





     6. Premiere Tanning




	 	•	 	Lease Dated: 12.6.02
	 
	 	•	 	Guaranty Dated: 12.6.02
	 
	 	•	 	Lease Modification Agreement Dated: 11,14,07





SCHEDULE 5 MO

Shaw’s Plaza




     1. AAA Southern New England




	 	•	 	Lease Dated: 1.16.01
	 
	 	•	 	Letter Exercising Extension Option Dated: 10.30.06
	 
	 	•	 	Exercise of Lease Extension Option Dated: 9.14.07
	 
	 	•	 	License Agreement Dated: 8.31.09
	 
	 	•	 	Addendum to License Agreement Dated: 8.31.09





     2. Bank of America




	 	•	 	Lease Dated: 1.10,02
	 
	 	•	 	First Amendment to Lease Dated: 7.31.02
	 
	 	•	 	Notice of Lease Dated: 7.31.02
	 
	 	•	 	Notice of Address Change Dated: 7.14.09





     3. Bank of America ATM




	 	•	 	Lease Dated: 12.31,89
	 
	 	•	 	First Amendment to Lease Dated: 3.30.94
	 
	 	•	 	Letter Extending Term of Lease Dated: 11.29.00
	 
	 	•	 	Notice of Extension and Modification Dated: 10.21.05





     4. CVS




	 	•	 	Lease Dated: 2.27.98





 









 






	 	•	 	Short Form memorandum Notice of Lease Dated: 2.27.98
	 
	 	•	 	Guaranty Dated: 3.26.96
	 
	 	•	 	Escrow Agreement Dated: 5,15.98
	 
	 	•	 	Commencement Letter Dated: 3.23.01





     5. The Dress Barn Inc.




	 	•	 	Lease Dated: 12.9.98
	 
	 	•	 	First Amendment of Lease Dated: 12.28.01
	 
	 	•	 	Letter Agreement Dated: 2.12.03
	 
	 	•	 	Lease Modification Agreement Dated: 1.9.09





     6. Fashion Bug




	 	•	 	Lease Dated: 6.8.85
	 
	 	•	 	Letter Agreement Dated: 5.12.86
	 
	 	•	 	Letter Agreement Dated: 5.23.86
	 
	 	•	 	Confirmation of Lease Terms Dated: 12.1.86
	 
	 	•	 	Amendment ‘Agreement Dated: 5.12.89
	 
	 	•	 	Second Amendment to Lease Dated: 3.18.96
	 
	 	•	 	License Agreement Dated: 7.3.07





     7. Garnestop, Inc.




	 	•	 	Lease Dated: 3.28.03
	 
	 	•	 	Option to Renew Notice: 5.19.08





     8. iParty Retail Stores, Corp.




	 	•	 	Lease Dated: 2.25.97
	 
	 	•	 	Memorandum of Lease Dated: 2.25.97
	 
	 	•	 	SNDA Dated: 3.10.97
	 
	 	•	 	Lanlord’s Waiver Dated: 5.15.98
	 
	 	•	 	First Amendment to Lease Dated: 1.21.99
	 
	 	•	 	Assignment and Assumption of Leases, Contracts and Other Assumed Obligations
Dated: 8.2000
	 
	 	•	 	Renewal Option Notice Dated: 8.24.06
	 
	 	•	 	Change of Address Notice Dated: 6.5.07





     9. To-Ann Stores




	 	•	 	Lease Dated: 7.8.91
	 
	 	•	 	Letter Agreement Dated: 1.10.92
	 
	 	•	 	Notice of Lease Dated: 3.11.93
	 
	 	•	 	Letter Exercising Option to Renew Dated: 4.27.01
	 
	 	•	 	Letter Exercising option to Renew Dated: 4,26,06





     10. Marshal’s




	 	•	 	Lease Dated: 12.22,83
	 
	 	•	 	Notice of Lease Dated: 1.24,84
	 
	 	•	 	Non-Disturbance and Attornment Agreement Dated: 8.15.88
	 
	 	•	 	Letter Agreement Dated: 8.15.88
	 
	 	•	 	Letter Exercising Option of Extension Dated: 4.17.89
	 
	 	•	 	Letter Agreement Dated: 2.24.93
	 
	 	•	 	Letter Exercising Option of Extension Dated: 4.12.94
	 
	 	•	 	Letter Agreement Dated: 4.3,96
	 
	 	•	 	Letter Agreement Dated: 5.23.96
	 
	 	•	 	Omnibus Assumption Agreement Dated: 10.9.96





 









 






	 	•	 	Letter Agreement Dated: 6.6.97
	 
	 	•	 	Letter Exercising Option of Extension Dated: 4.27.99
	 
	 	•	 	Amendment to Lease Dated: 4,10.01
	 
	 	•	 	Amended and Restated Notice of Lease Dated: 4.26.01
	 
	 	•	 	Letter Agreement Dated: 4.18.07
	 
	 	•	 	Extension of Lease Letter Agreement Dated: 5.23.07
	 
	 	•	 	Amendment to Lease Dated: 7.1.09





     11. Nextel Communication of the Mid-Atlantic, Inc.




	 	•	 	Lease Dated: 10.27.05
	 
	 	•	 	Memorandum: 10.27.05
	 
	 	•	 	Change of Notice Address Dated: 5.4.07





     12. Radio Shack




	 	•	 	Lease Dated: 2.12.96
	 
	 	•	 	Letter Agreement Dated: 4,8.96
	 
	 	•	 	Renewal Letter Dated: 8.29,00
	 
	 	•	 	Pylon Sign Agreement Dated: 9.24.03
	 
	 	•	 	Renewal Letter Dated: 9.28.05





     13. Regis Corp. d/b/a Best Cuts




	 	•	 	Lease Dated: 11.4,85
	 
	 	•	 	First Amendment to Lease Dated: 11.20.90
	 
	 	•	 	Second Amendment to Lease Dated: 1.9.96
	 
	 	•	 	Third Amendment to Lease Dated: 8,8,00
	 
	 	•	 	Assignment and Amendment of Lease Agreement Dated: 10.15.04
	 
	 	•	 	Fourth Amendment to Lease Dated: 6,20.05





     14. Renssi Cleaners




	 	•	 	Lease Dated: 7,12.93
	 
	 	•	 	Letter Agreement Dated: 6.3.93
	 
	 	•	 	Landlord’s Consent and Waiver of Lien Dated: 7.16.97
	 
	 	•	 	Letter Agreement Regarding Cooling Tower Dated: 8.12.97
	 
	 	•	 	Fax Exercising Renewal Option Dated: 8.1.97
	 
	 	•	 	Amendment to Lease Dated: 3.7.03
	 
	 	•	 	Landlord’s Consent Dated: 5.22.03
	 
	 	•	 	Assignment of Lease Dated: 5.22.03
	 
	 	•	 	Landlord — Waiver Dated: 5.22.03





     15, Shaw’s Supennarkets




	 	•	 	Lease Dated: 7.25.83
	 
	 	•	 	Notice of Lease Dated: 7.25.83
	 
	 	•	 	Side letter Agreement Dated: 7.25.83
	 
	 	•	 	Letter Dated: 6.18.86
	 
	 	•	 	Letter Dated: 9.22.88
	 
	 	•	 	Second Amendment of Lease Dated: 12.17.93
	 
	 	•	 	Third Amendment of Lease Dated: 4.3.98
	 
	 	•	 	Fourth Amendment of Lease Dated: 10.8.98
	 
	 	•	 	Letter Agreement Dated: 5.14.99
	 
	 	•	 	Fifth Amendment of Lease Dated: 10.31.01
	 
	 	•	 	Letter Dated: 3.5.02
	 
	 	•	 	Letter Agreement Dated: 4.22.02





 









 





     16. Sovereign Bank




	 	•	 	Lease Dated: 1.18.01
	 
	 	•	 	Letter Agreement Dated: 6.18.01





     17. Vision Works Express, Inc.




	 	•	 	Lease Dated: 2.14.97
	 
	 	•	 	Letter Exercising Option to Extend Lease Dated: 6.1.01
	 
	 	•	 	Lease Modification Agreement Dated: 2.20.07
	 
	 	•	 	Lease Modification Agreement Dated: 6.5.09






 











 





SCHEDULE 6

EXISTING TITLE POLICIES





	 	 	Schedule 6 (i) — Columbus Crossing






	 	•	 	Issued by Old Republic National Title Insurance Company
	 
	 	•	 	Issue date — 11.21.03
	 
	 	•	 	Policy # SQ 200515






	 	 	Schedule 6 (ii) — Franklin Village






	 	•	 	Issued by Commonwealth Land Title Insurance Company
	 
	 	•	 	Issue date — 11.12.04
	 
	 	•	 	Policy # 206-0015601






	 	 	Schedule 6 (iii) — Loyal Plaza






	 	•	 	Issued by Commonwealth Land Title Insurance Company
	 
	 	•	 	Issue date — 10.22.09
	 
	 	•	 	Effective Date — 7.10.02
	 
	 	•	 	Policy # — H187358EP






	 	 	Schedule 6 (iv) — Stop & Shop Plaza






	 	•	 	Issued by Commonwealth Land Title Insurance Company
	 
	 	•	 	Issue date — 4.10.08
	 
	 	•	 	Policy # — C30-0117937






	 	 	Schedule 6 (v) — Blue Mountain Commons






	 	•	 	Issued by Commonwealth Land Title Insurance Company
	 
	 	•	 	Issue date — 10.12.06
	 
	 	•	 	Policy # 10-874-997






	 	 	Schedule 6 (vi) — Sunset Crossing






	 	•	 	Issued by Commonwealth Land Title Insurance Company
	 
	 	•	 	Issue date — 12.30.03-
	 
	 	•	 	Policy # — 165-728633






	 	 	Schedule 6 (vii) — Shaw’s Plaza






	 	•	 	Issued by Lawyers Title Insurance Corporation
	 
	 	•	 	Issue date — 7.21.06
	 
	 	•	 	Policy # C8565-OP




 









 











SCHEDULE 7 — LITIGATION




-SCHEDULE,7 (i)

Unitnis.Crosing



DeaWa!*1851 Associates,



None



SCHEDULE.7:.(ii)

Franklin Village

Cedar-Franklin Village LLC



None



SCHEDULE 7 (iii)

Loyal Plaza

Loyal. Plaza Associates, L.P.



None



SCHEDULE 7 (iv)

Stop & Shop at Bridgeport

Cedar-Bridgeport, LLC



None



SCHEDULE 7 (v)

Blue Mountain Commons

Cedar-Clock Tower, LLC



None



SCHEDULE 7 (vi)

Sunset Crossing

Cedar Sunset Crossing, LLC



None



SCHEDULE 7 (vii)

Shaw’s Plaza

Cedar-Raynham, LLC



None







 









 








SCHEDULE 8




LOAN DOCUMENTS



	 	 	 
	Property	 	Schedule #
	Columbus Crossing

	 	8 (i)
	Franklin Village

	 	8 (ii)
	Loyal Plaza

	 	8 (iii)
	Stop & Shop — Bridgeport

	 	8 (iv)
	Shaw’s Plaza

	 	8 (v)
	Columbus Crossing Preferred Partner Loan

	 	8 (vi)










 









 








SCHEDULE 8 (i)

Columbus Crossing





	a)	 	Commitment Letter dated 5,7.2009






	b)	 	Loan Agreement with an effective date of 6.12.2009






	c)	 	Promissory Note dated 6.12.2009






	d)	 	Open-End Mortgage and Security Agreement with an effective date of 6.12.2009






	e)	 	Surety Agreement with an effective date of 6,12.2009






	f)	 	Assignment of Leases and Rents with an effective date of 6.12.2009






	g)	 	Disclosure for Confession of Judgment (Promissory Note) dated 6.12.2009






	h)	 	Disclosure for Confession of Judgment (Surety Agreement) dated 6.12.2009






	i)	 	Explanation and Waiver of Rights (Promissory Note) — with an effective date of 6.12.2009






	j)	 	Explanation and Waiver of Rights (Surety Agreement) — with an effective date of 6.12.2009






	k)	 	UCC Financing Statements dated 6.12.2009
	 
	1)	 	Opinion Letters:






	 	•	 	Stroock & Stroock & Lavan, LLP dated 6,12.2009
	 
	 	•	 	Naka, Huttar & Oldhouser, LLP dated 6.12,2009









 









 








SCHEDULE 8 (ii)

Franklin Village





	a)	 	Application dated 10.4.2004






	b)	 	Side Letter dated 10.4.2004 (regarding Reliance on Third Party Environmental and
Engineering Reports)






	c)	 	Side Letter dated 10.12.2004 (amending Application)






	d)	 	Side Letter dated 11.1.2004 (amending Application)






	e)	 	Promissory Note dated 11.1.2004






	f)	 	Loan Agreement dated 11.1.2004






	g)	 	Mortgage and Security Agreement dated 11.1.2004






	h)	 	Assignment of Leases and Rents dated 11.1.2004






	i)	 	Assignment of Management Agreement and Subordination of Management Fees dated 11.1.2004






	j)	 	Cash Management Agreement dated 11.1.2004
	 
	k)	 	Clearing Account Agreement dated 11.1.2004
	 
	l)	 	
Guaranty dated 11.1.2004






	m)	 	Supplemental Guaranty dated 11.1.2004






	n)	 	Environmental Indemnity Agreement dated 11.1.2004
	 
	o)	 	 UCC-1 Financing Statements dated 11.1.2004






	p)	 	Post Closing Side Letter dated 11.1.2004






	q)	 	Opinion Letters:






	 	•	 	Richards, Layton & Finger, Delaware opinion dated 11.1.2004
	 
	 	•	 	Levenfeld Pearlstein, LLC, Nonconsolidation opinion dated 11.1.2004
	 
	 	•	 	Stroock & Stroock & Lavan, LLP, New York Enforceability opinion dated
11.1.2004
	 
	 	•	 	Stanton & Davis, Local Counsel Enforceability opinion dated
11.1.2004









 









 








SCHEDULE 8 (iii)

Loyal Plaza





	a)	 	Promissory Note dated 5.31.2001






	b)	 	Loan Agreement dated 5.31.2001






	c)	 	Open-End Mortgage and Security Agreement dated 5,31.2001






	d)	 	Assignments of Leases and Rents dated 5.31.2001






	e)	 	Environmental Indemnity Agreement dated 5.31.2001






	f)	 	Cash Management Agreement dated 5.31.2001






	g)	 	Assignment of Management Agreement and Subordination of Management Fees dated 5.31.2001






	h)	 	Assignment of Personal Property Leases, Service Agreements, Permits, Licenses, Franchises and
other Agreements dated 5.31.2001






	i)	 	Disclosure for Confession of Judgments dated 5,31.2001






	j)	 	Clearing Account Agreement dated 5.31.2001






	k)	 	Holdback and Indemnity Agreement dated 5.31.2001





Assumption-Related Documents





	1)	 	Loan Assumption and Modification Agreement
	 
	m)	 	Substitution of Indemnitor and Assumption of Obligations of Indemnitor








 









 








SCHEDULE 8 (iv)

Stop & Shop at Bridgeport





	a)	 	Loan Approval Letter dated 2.26.2008 •






	b)	 	Assumption Agreement dated 4.10.2008






	c)	 	Memorandum of Assumption Agreement 4.10.2008






	d)	 	Promissory Note dated 3.6.2007






	e)	 	Open-End Fee and Leasehold Mortgage Deed, Security Agreement, Assignment of Rents and
Fixture Filing dated 3.6.2007






	t)	 	Assignment of Leases and Rents and Security Deposits dated 3.6.2007
	 
	g)	 	Environmental Indemnity dated 4.10.2008
	 
	b.) 	 	 Guaranty dated 4.10.2008






	i)	 	Restricted Account Agreement (Soft Lockbox) dated 4.10.2008






	j)	 	Conditional Assignment of Management Agreement dated 4.10.2008






	k)	 	Certification of Taxpayer Identification Number and Nonforeign Status dated 4.10.2008






	l)	W-9 dated 4.10.2008
	 
	m.) 	 	 UCC Financing Statements Amendments dated 4.10.2008






	n)	 	Subordination, Non-Disturbance and Attornment Agreement dated 2.28.2007






	o)	 	 Due Authority Opinion dated 4.10,2008






	p)	 	Connecticut Enforceability Opinion dated 4.10.2008









 









 








SCHEDULE 8 (v)

Shaw’s Plaza





	a)	 	Promissory Note dated 2.3.2004






	b)	 	Mortgage and Security Agreement dated 2.3.2004






	c)	 	Assignment of Leases and Rents dated 2.3.2004






	d)	 	Assignment of Mortgage and Security Agreement dated 2.3.2004






	e)	 	UCC Filing StateMent dated 2.3.2004






	f)	 	Indemnity Agreement dated 2.3.2004






	g)	 	Conditional Assignment of Management Agreement dated 2.3.2004






	h)	 	Replacement Reserve and Security Agreement dated 2.3.2004






	i)	 	Assignment of Agreements; Permits and Contracts dated 2.3.2004






	j)	 	Asbestos Operations and Maintenance Agreement dated 2.3.2004





Assumption-Related Documents





	k)	 	Wells Fargo Approval Letter dated 2/6/06






	1)	 	Assumption Agreement dated 7.18.2006






	m)	 	Memorandum of Assumption Agreement (recorded in Book 16048, Page 318) dated 7.18.2006



UCC-1 Financing Statement-Delaware dated 7.18.2006






	o)	 	 Indemnity Agreement dated 7.18.2006






	p)	 	Conditional Assignment of Management Agreement (Exhibit A: Mgmt Agmt.) dated 7.18.2006






	q)	 	Certification Re: Financial Condition dated 7.18.2006






	r)	 	Borrowing Certificate dated 7.18.2006






	s)	 	Borrower Authorization Form dated 7.18.2006






	t)	 	Escrow Instruction dated 7.18.2006






	u) 	 	W-9 for Cedar-Raynham, LLC (Tax I.D. Number)






	v)	 	Evidence of Insurance (REMIC Opinion of Lender’s Counsel)









 









 








SCHEDULE 8 (vi)

Columbus Crossing Preferred Loan





	a)	 	Loan Agreement between Owner Entities and Cedar Lender






	b)	 	Promissory Note by Owner Entities in favor of Cedar Lender






	c)	 	Pledge and Security Agreement by Owner Entities in favor of Cedar Lender






	d)	 	Agreement and Acknowledgement of Pledge by Cedar Lender






	e)	 	UCC-1 Financing Statements naming each of the Owner Entities, as debtors, and Cedar Lender,
as secured party, filed with the Pennsylvania Secretary of State on December 12, 2003
	 
	f)	 	Owner Entities’ Consents to Owners Loan and Loan Documents
	 
	g)	 	Guaranty by Owner Principal in favor of Cedar GP, Cedar LP and Cedar Lender
	 
	h)	 	Letter Agreement among and between the Partnership, Cedar Lender, Cedar GP, Cedar LP and
Owner Entities, re: application of distributions to interest payments









 









 








SCHEDULE 9

EARN-OUT PROCEEDS




Schedule 9 (i)

Blue Mountain Earn-Out

(see attached)



Schedule 9 (ii)

Franklin Village Earn-Out

(see attached)




 











 








	SCHEDULE 9 (i) BLUE MOUNTAIN COMMONS EARN-OUT Total Vacancy Effective Management Lease Value 80% Lease Tenant Annualized Potential Allowance Gross Fee NO1Total with . Value 0 Value Tenants s.f Base Rent Recoveries Income 3% Revenue Expenses 3,5% adjustments (8.5% cap) 60% Rounded CAM INS RE CAM INS RE $1.12 $0.35 S 1,50 S 1.12 $0.35 5 1.50 At Closing Giant Food Stores 97,707 $2,344,968 $109,432 $34,197 $146,561 S 2,635,158 5 — $2,635,158 $(109,432) (34,197) S (148,561) S (92,231) $2,252,737 26,502,794 $21,202,235 $21,200.000 Brother’s Pizza \ 2,000 $64,000 $2,240 $700 $3,000 S 69,940 $ (2,098) 67,842 $ (2,240) S (700) $ (3,000) $(2,374) $ $560,257 S 560,000 452770 S 700,322 Supercuts 1,200 S 36,000 5 1,344 S 420 $1,800 $39,564 $ (1,187) S 38,377 $ (1,344) 5 (420) S (1,800) S (1,343) 5 393,763 $315,011 5 320,000 PNC Bank 3,710 S 200,000 S 4,155 5 1,299 $5,565 $211,019 $ (6,331) $204,688 $ (4,155) $ (1,299) $ (5,565) $(7,164) S 2,194,181 $1,755,345 $1,760,000 5 S $1862:505 Giant Fuel 2,400 S 35,000 2,688 840 $3,600 $42.128 S (1,264) S 40,864 S (2.688) S (840) $ (3,600) S (1,430) $3 $380,070 $304,056 S 300,000 $24,140,000 Post Closing (signed leases) Subway 1,600 $36,800 S 1,792 $560 $2,400 $41,552 $ (1,247) 5 40,305 S (1,792) $ (560) $ (2,400) $(1,411) $34,143 5 401,679 S 321,344 $320,000 S 1,600 $43,200 $1,792 S 560 $2,400 $47,952 $ (1,439) S 46,513 S (1,792) S (560) $ (2.400) $(1,628) $40,133 S 472,158 S $380,000 Go ‘Wireless Sonic 1,450 $100,000 $1,624 $508 S 2,175 S 104,307 S (3,129) $101,177 $ (1,624) $ (508) $ (2,175) $(3,541) $93,330 $1,097,995 07377s:727 880,000 $1.580,000 Earn-Out Estimates Vacant Suite 1 2,500 S 62,500 SS 2.800 S 875 S 3,750 S 69,925 $ (2098) 5 67,827 $ (2,800) $ (575) $ (3,750) $(2,374) $58,028 $682,686 S 546,149 $550,000 Vacant Suite 2 2,500 $62,500 $2,800 $875 S 3,750 S 69,925 S (2,098) $67,827 $ (2,800) S (875) S (3,750) S (2,374) $58,028 S 682,686 S 546,149 $550,000 Vacant Suite 3 2,500 S 62,500 $2,800 $875 S 3,750 $69,925 S (2,098) $67,827 $ (2800) $ (875) S (3,750) $ {2374) $58,028 $682,686 $546,149 $550,000 Vacant Suite 4 2,500 $62,500 $2,800 S 875 S 3,750 $69,925 S (2,098) 3 67,827 S (2,800) S (875) $ (3,750) S (2,374) S 58,028 $682,686 S 548,149 $550,000 Vacant Suite 6 1,600 S 40,000 $1,792 S 560 $2,400 $44,752 S (1,343) S 43,409 $ (1,792) $ (560) S (2,400) S (1,519) 5 37,138 S 436,919 $349,535 S 350.000 S 2.550,000 123,267 3.149,968 138,059 43,143 184,901 3,516,071 (26,427) 3,489,644 (138,059) (43.143) (184,901) (122,138 3 001 403 $35,310624 $28,248500 $28,270,000


















 




SCHEDULE
9 (if)

FRANKLIN VILLAGE EARN-OUT






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Recoveries	 	 	 	 	 	 	Total	 	 	Vacancy	 	 	Effective	 	 	Expenses	 	 	Management	 	 	NOI Total	 	 	Lease	 	 	Value	 	 	80% Lease	 
	 	 	Tenant	 	 	Annualized	 	 	Expiration	 	 	CAM	 	 	INS	 	 	RE	 	 	Potential	 	 	Allowance	 	 	Gross	 	 	CAM	 	 	INS	 	 	RE	 	 	Fee	 	 	with	 	 	Value	 	 	t	 	 	value	 
	Tenants	 	s.f	 	 	Base Rent	 	 	Date	 	 	$ 2.00	 	 	$ 0.25	 	 	$2.00	 	 	income	 	 	3%	 	 	Revenue	 	 	$ 2.00	 	 	$0.25	 	 	$ 2.00	 	 	3.5%	 	 	adjustments	 	 	(8.5% cap)	 	 	80%	 	 	rounded	 
	 
	Renewals (holdback)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	L’Equipe
	 	 	2,070	 	 	$	53,603	 	 	 	2/28/2010	 	 	$	4,140	 	 	$	518	 	 	$	4,140	 	 	$	82,400	 	 	$	(1,872	)	 	$	60,528	 	 	$	(4,140	)	 	$	(518	)	 	$	(4,140	)	 	$	(2,118	)	 	$	49,612	 	 	$	583,674	 	 	$	466,939	 	 	$	470,000	 
	Olympia Sport Center
	 	 	3,550	 	 	$	78,100	 	 	 	12/31/2009	 	 	$	7,100	 	 	$	888	 	 	$	7,100	 	 	$	93,188	 	 	$	(2,798	)	 	$	90,392	 	 	$	(7,100	)	 	$	(888	)	 	$	(7,100	)	 	$	(3,164	)	 	$	72,141	 	 	$	848,714	 	 	$	678,971	 	 	$	680,000	 
	Radio Shack
	 	 	2,300	 	 	$	46,000	 	 	 	1/31/2020	 	 	$	4,600	 	 	$	575	 	 	$	4,600	 	 	$	55,775	 	 	$	(1,673	)	 	$	54,102	 	 	$	(4,600	)	 	$	(575	)	 	$	(4,600	)	 	$	(1,894	)	 	$	42,433	 	 	$	499,214	 	 	$	399,371	 	 	$	400,000	 
	The Men’s Wearhouse
	 	 	3,600	 	 	$	86,940	 	 	 	22/8/2010	 	 	$	7,200	 	 	$	900	 	 	$	7,200	 	 	$	102,240	 	 	$	(3,067	)	 	$	99,173	 	 	$	(7,200	)	 	$	(900	)	 	$	(7,200	)	 	$	(3,471	)	 	$	80,402	 	 	$	945,903	 	 	$	756,722	 	 	$	760,000	 
	Dress Elam
	 	 	10,150	 	 	$	238,119	 	 	 	12/31/2009	 	 	$	20,300	 	 	$	2,538	 	 	$	20,300	 	 	$	281,257	 	 	$	(8,438	)	 	$	272,819	 	 	$	(20,300	)	 	$	(2,538	)	 	$	(20,300	)	 	$	(9,549	)	 	$	220,133	 	 	$	2,589,796	 	 	$	2,071,837	 	 	$	2,070,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	4,380,000	 
	New Leases (earn-out)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Five Guys Burgers
	 	 	2,300	 	 	$	76,820	 	 	 	 	 	 	$	4,600	 	 	$	575	 	 	$	4,400	 	 	$	86,595	 	 	$	(2,598	)	 	$	83,997	 	 	$	(4,600	)	 	$	(575	)	 	$	(4,600	)	 	$	(2,940	)	 	$	71,282	 	 	$	838,615	 	 	$	670,892	 	 	$	670,000	 
	Sally Beauty
	 	 	1,600	 	 	$	29,376	 	 	 	 	 	 	$	3,200	 	 	$	400	 	 	$	3,200	 	 	$	36,176	 	 	$	(1,085	)	 	$	35,091	 	 	$	(3,200	)	 	$	(400	)	 	$	(3,200	)	 	$	(1,228	)	 	$	27,063	 	 	$	318,383	 	 	$	254,706	 	 	$	250,000	 
	Nurse Staffing
	 	 	559	 	 	$	15,597	 	 	 	 	 	 	$	—	 	 	$		 	 	$	—	 	 	$	15,597	 	 	$	(468	)	 	$	15,129	 	 	$	(1,118	)	 	$	(140	)	 	$	(1,118	)	 	$	(530	)	 	$	12,224	 	 	$	143,806	 	 	$	115,045	 	 	$	120,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	1,040,000	 
	 
	 
	 	 	26,129	 	 	 	624,555	 	 	 	 	 	 	 	51,140	 	 	 	6,393	 	 	 	51,140	 	 	 	733,227	 	 	 	(21,997	)	 	 	711,230	 	 	 	(52,258	)	 	 	(6,532	)	 	 	(52,258	)	 	 	(24,893	)	 	 	575,289	 	 	$	6,768,105	 	 	$	5,414,484	 	 	$	5,420,000	 
	 
	Sample (earn-out)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Applebees Replacement
	 	 	5,682	 	 	$	136,000	 	 	 	 	 	 	 	311,384	 	 	$	1,421	 	 	$	11,364	 	 	$	160,148	 	 	$	(4,804	)	 	$	155,344	 	 	$	(11,364	)	 	$	(1,421	)	 	 	(11,384	)	 	$	(5,437	)	 	$	125,758	 	 	$	1,479,511	 	 	$	1,183,609	 	 	$	1,180,000	 






 









 








SCHEDULE 10




MATERIAL TENANT DEFAULTS



	 	 	 	 	 
	Property	 	Schedule #
	Columbus Crossing
	 	10 (i)
	Franklin Village
	 	10 (ii)
	Loyal Plaza
	 	10 (iii)
	Stop & Shop at Bridgeport
	 	10 (iv)
	Blue Mountain Commons
	 	10 (v) (not applicable)
	Sunset Crossing
	 	10 (vi)
	Shaw’s Plaza
	 	10 (vii)







 











 









	744,12 496.06. 248.04
234.64 131.210,000.000.000.004HV HVAC MISCELLANEOUS WAT
WATER/SEWER42.060.001 Aged Delinquencies
Ceder Shopping Centers
COLUMBUS CROSSING            Date: 10/22/2009
Database: CEDARSHOPCTR            ENTITY: 0560 Page:
4 Date:10/22/2009 Time:05:12 PM
invoice Date            Category            Source            Amount            Current309060120




	0.00WAT WATER/SEWER0.000.000.000,000.00
-42.06 LANE BRYANT, INC #6727 Total:
Prepaid: Balance:
0.00 0,00 0.00
FAMOUS FOOTWEAR-#2159 Total: 192.56 131.21
61,37 978.76 627.29
309.41.42.06936.7042,06ENTITY 0560 Total:0.000.00
Prepaid:
Balance:4HV HVAC MISCELLANEOUS
744.12 496.08 248.04 0,00 0,00
0.00——  ——  ——
——  ——  ——  —BATH & BODY WORKS, INC. #1560 Total:
744,12 498.08 248,04 0.00 0.00 0.00
WAT WATER/SEWER 42,06 0.00 0.00 42.06 0.00
0.00——  ——  ——  ——
——  ——  —JOYCE LESLIE, INC #58 • PRR Total: 42.06 0.00
0,00 42.06 0.00 0.00192.58 131.21 61.37 0.00 0,00 0.00WAT WATER/SEWERWAT WATER/SEWER
00604:00Nq:C’-1::F.X.00.PfC.)9X gAt3441§97
Contact .:FRED;RUSH-
8/2612009
1012/2000 WAT WATER/SEWER0,
000.000.000.000.000.000.00










 









 












	12 1Q/22/2009 05:12 PM
Aged Delinquencies            Cedar Shopping Centers
FRANKLIN VILLAGE            Date: 10/22/2009




	Database: CEDARSHOPCTR            ENTITY: 0700 Naga: Date: Time:
Invoice Date            Category            Source            Amount            Current 30 60 90 120




	RAM REPAIRS & MAINTENANCE 0.00 0.00 0.00 7,464.50 0.007,464.50
TACO BELL #04654 Total: 7,464.50 0.00 0.00 0.00 0.00 7,464.50
2/20/2009 RAM REPAIRS & MAINTENANCE CH 7,454.500.000.00 3/112009 ESC Cam estimates 9.00
0.00 0.00 0.00 0.00 411/2009 ESC Cam estimates 4,50 0.00 0.00 0.00 6,00
4.50 5/1/2009 ESC Cam estimates 13.50 0.00 0.00 0,00 0.00 13.50 6/1/2009 ESC Cam estimates




	4.50 0.00 0,00 0,00 0:00 4.50 7/21/2009 TXY Annual Real Estate Taxes 0.22 0,00 0.00
0.00 0.22 0.00——  ——  ——  ——  ——  ——  ——
11M MISCELLANEOUS 0.00 0.00 0,00 0.00 0,00 0,00
ESC Cam estimates 31.50 0.00 0.00 0.00 0.00 31.50 TXY Annual Real Estate
Taxes 0.22 0.00 0.00 0.00 0.22 0.00——
——  ——  ——  ——  ——  ——  STOP AND SHOP #713•MAIN Total: 31.72
0,00 0.00 0.00 0,22 31.50 Prepaid: Balance:
-704.2$astitfocCoa6116,Co6.0004)Pg0708;002653 :.;
PY,- `.• ).;i&inityf:Ictek coit6ct:::
46:01pg9cH
——
AMA6a6v665 ESC Cam astimates CH 0.65 0.00 0.00 0.00
0.65 0.00ESC CaM eallmates            CH 0.55 0.00 0.65 0,00.
0.00 0.00——  -—  ——  ——  ——  ——  ——  —
—ESC Cam estimates 1.30 0.00 0.05 0,00 0.65
0.00 I——  ——  ——  ——  ——  ——  —
—ELIZABETH GRADY SALON Total: 1.30 0.00 0.65 0.00
0,65 0.00 ESC Cam            estimates 0.54 0,00 0,40
0.00 0.00 0.00 •——  ——  ——  ——  ——  ——
——  GENERAL NUTRITION, #9802 Total: 0,54 0.06 0,48 0,00
0.00 0.00










 









 












	Database: CEDARSHOPCTR            Aged Delinquencies            Page: 13
Cedar Shopping Centers            Dale:” 10122/2009.
ENTITY: 0700 FRANKLIN VILLAGE 05:12.ptvt




	Date: 10/22/2009
Invoice Date            Category            SourceAmountCurrent30 60 90 120




	·  iitc4noCoviiy.r._ :P.914.94111MKT.i?.6fb-eivtv.ia:- •,,"
——  ——  —
E mall:::leasIng@utbant4litivlor.ormn.
7/1/2008 ESC Cam estimates
7/1/2098 RNT Base Rent
7/1/2008 TXS Real estate tax estimate




	7/16/2008 TXY Annual Real Estate Taxes




	8/1/2008 ESC Cam estimates
8/1/2000 RNT Base Rent
8/1/2005 TXS Real estate tax estimate
8/2512008 LAT LATE CHARGES
ESC Gam estimates




	LAT LATE CHARGES
RNT Base Rent
TXS Real estate tax estimate
TXY Annual Real Estate Taxes
CMT AMERICA CORP/Bnkruptcy7/08 Total:
743,16 0.00 0.00 0.00
6,737.50 0.00 0.00 0.00
605.80 0.00 0.00 0.00
549.86 0.00 0.00• dig
743.16 0.00 0.00 0.00
6,737,50 0.00 0.00 0,00
605.80 0.00 0.00 0,00”
835.03 0.00 0.00 0.00
——  ——  ——  —
1,486.32 0.00 0.00 0.00
835.03 0.00 0,00 0.00
13,475.00 0.00 0.00 0.00
1,211.60 0.00 0,00 0.00
·
649.85 0.00 0,00 0.00
——  ——  ——  —
17,557.81 0.80 0.00 0.00
CH CH CH CH CH CH CH CH
0.00
0,00
0,00
0.00
d.00
0.00
0,00
0.00




	743.16’ 6,737.60 605.80 649.86 743.16 6,737.50 665.60 835,03
0.00 17,557.81
0.00 1,466.32
0.00 835,03
0.00 13,475.00
0.00 1,211:60
0.00 549.86




	K4’..Re’e:ove
Vt9
d : di2Opo 7:” 56:66.




	TXS Real estate tax estimate
TXS Real estate tax estimate
TXS Real estate tax esthete
DRESS BARN #362 Total:
Imo
0,00
CH 222.90 0.00 222.90 0,00 0.00
CH 222.90 222,90 0.00 0.00 0.00
-—  ——  ——  ——  ——  —
445,60 222.9.0 222.90 0.00 0.0.0
——  ——  ——  ——  —
445.80 222,90 :222,90 0.00 0.00
3/11/2008 WA1 WATER/SEWER — PARC *I            NC -112.50 0.00 0.00 0.00 0.00 -112.50
5/1/2008’ RNT Base Rent            CH 4,200.00 0,00 0.00 0.00 0.00 4,260.00
        .6/1/2008 RNT Base Rent            CH 4,250,00 0.00 0.00 0.00 0.00 4,250.00
6/112008 RNT Base Rent            CH 4,250.00 0.00 0.00 0.00 0.00 4,250,00
7/11.2006 RNT Base Rent            CH 4,259.00 0.00 0.00 0.00 0.00 4,250,09
8/1/2008 RNT Base Rent            CH 4,250.00 0,00 0.00 0,00 0.00 4,250.00
——  -—  ——  ——  ——  ——  ——  —
RNT Base Rent 21,250,90 0,00 0.00 0.00 0.00 21,250,00
WA1 WATER/SEWER • PARC
1 r112.50 6,00 0.00 0.00 0.00 -112.50
——  ——  ——  ——  ——  ——  —
PAYLESS SHOES #2569.OLD Total: 21,137.50 0.00 0.00 0.00 0.00 21,137.50




	ESC Cam estimates
0.00
0.00
0.00
0.000.00
0,00
0.00
TJX (MARSHALL’S) #321 Total: 0.00 0.00
Prepaid: -209,17
Balance: -209.17
WA1 WATER/SEWER PARO 1
0.000.000.00 0.000.00 0.00
0.00
THE MEN’S WAREHOUSE Total: 0.00
Prepaid: -322,32
Balance: .322,32





 









 









	Aged Delinquencies
Cedar Shopping Centers
FRANKLIN VILLAGE
Date: 10/22/2009
Database: CEDARSHOPCTR
ENTITY: 07Q0
Page: 14
Date:10/22/2009
Time:05:12 PM
Invoice Date            Category
Source            AmountCurrent
30 6090 120
•
·  P906.0:
4 04370,L •
4$.1.F.RY111.11
- 31,20t187-:-.’,713’807.44




	4/13/2007 CMM Annual Cam Expenses -4,580.28 ‘OM 0;00 0.00 0.00 -4,580.28
NC.
——  ——  ——  ——  ——  ——  —




	CMM Annual Cant Expenses -4,580.28 0.00 0.00 0.00 0.00 -4,580.28




	OCR PAYMENT TO OPEN CREDIT 0.00 0.00 0.00 0,00 0.00 0.00
——  ——  ——  ——  ——  ——  —




	TJX (MARSHALL’S) OLD Total: -4,580.28 0.00 0.00 0.00 0.00 -4,580.28




	Prepaid: -1,444.41




	Balance: -6,424.69




	12/30/2005 RNT Base Rent            CH 678.32 0.00 0.00 0.00 0.00 678.32
4/24/2006 CMM Annual Cam Expenses            CH 1,622.77 0.00 0.00 0.00 0.00 1,522.77
7/1/2006 RNT Base Rent            CH 726.65 0.00 0.00 0.00 0.00 726.65
12/1/2008 RNT Base Rent            CH 5,858.13 0.00 0.00 0.00 0,00 5,858.13
/13/2007 CMM Annual Cam Expenses            CH 477,57 0.00 0.00 0.00 0.00 477.57
7/19/2007 TXY Annual Real Estate Taxes            CH 335,11 0.00 0.00 0.00 0.00 335.11
3/14/2008 CMM Annual Cam Expenses            CH 1,631.04 0.00 0.00 0.00 0.00 1,631.04
7/15/2008 TXY Annual Real Estate Taxes            CH 2,376.64 0.00 0.00 0.00 0.00 2,376.54
8/1/2008 RNT Base Rent            CH 3,905,62 0.00 0.00 0.00 0.00 3,905,62
8/1/2008 TXS Real estate tax estimate            OH 217.17 0.00 0.00 0.00 0.00 217.17










 









 












	.00
0.0
0,00
        .00
0.00
00
0.60
Database: CEDARSHOPCTR            Aged Delinquencies            Page: 15
Cedar Shopping Centers            Date: 10(22/2009
ENTITY: 0700 FRANKLIN VILLAGE            Time: 05:12PM
Date: 10/22/2009
Current 30 60 90 120




	——  ——  ——  ——  —
0.00 0.00 0,00 0.00 2,954.75




	0.00 0.00 0.00 0.00 14.80




	0.00 0.00 0,00 632.00 0.00




	6.00 0.00 0.00 3,905.62 0.00
0.00 0.00 0.00 314.72 0.00
0.00 0.00 0.00 2,674.04 0.00
0.00 0.00 8.55 0.00 0.00




	0.00 0.00 632.00 0.00 0.00
0.00 0,00 3,905.82 0.00 9.00
0.00 0.00 314.72 0.00 0.00




	0.00 832.00 0.00 0,00 0.00
0.00 3,905,62 0.00 0.00 0.0.0
0.00 314.72 0.0D 0.00 0.00
832.00 0.00 0,00 0.00 0,00
3,905.62 0.00 0.00 0.00 0.00
314.72 0.00 0,00 0.00 0.00
——  ——  ——  ——  —
0.00 0.00 0.00 0.00 6,586.13
632.00 632.00 432,00 632.00 cop
3,905.62 3,90542 3,90542 3i906.62 11,16612
314,72 314,72 314.72 314.72 217.17
0.00 0.00 0.00 2,674,04 2,711.76
0,00 0.00 8.55 000 14.80
——  ——  ——  ——  —
4,852.34 4;852.34 4,860.89 7,528,38 20,698.57




	SALLY’S ALLEY Total:
CMM Annual Cam Expenses ESC Cam estimates
NT Base Rent
XS Real estate tax estimate TXY Annual Real Estate Taxes WA1 WATER/SEWER — PARC 1
6,588.13 2428.00 24,701.20 1,474.05 5,385.76
23.35




	nvoi66 Dale            Category            Source
——  ——  —
3/24/2009 CMM            Annual Cam Expenses            CH
5/11/2009 WA1 WATER/SEWER • PARC i            CH
7/1/2009 ESO            Cam estimates            CH
7/1/2009 RNT            Base Rent            CH
7/1/2009 TXS            Real estate tax estimate            CH
7/20/2009 TXY            Annual Real Estate Taxes            CH
7/29/2009 WA1 WATER/SEWER — PARC 1 CH
8/1/2009 ESC            Cam estimates            CH
8/1/2009 RNT            Base Rent            CH
8/1/2009 TXS            Real estate tax estimate            CH
9/1/2009 ESC            Cam estimates            CH
9/1/2009 RNT            Base Rent            CH
9/1/2009 TXS            Real estate tax estimate            CH
10/1/2009 ESC            Cam estimates            CH
10/1/200 RNT            Base Rent            CH
10/1/2009 TXS            Real estate tax estimate            CH
2,954.75 14.80 832.00 3,905.82 314.72 2,674.04
8.55 632,00 3,905.62 314,72 632.00 3,905.62 314.72 632,00 3,905.62 314.72
mount
OCR PAYMENT TO OPEN CREDIT
APA GINO’S Total:




	Prepaid:
Balance:




	0.00 0.00 0.00 0.00 0.0Q 0.00
0,00 0,00 0.00 0,00 0.00 0.00




	-571.28
-571.28




	PPR Prepaid Rent
WA1 WATER/SEWER • PARC 1
0.00 0.00 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00 0.00 0.00
BANK OF AMERICA-MAW-602 Total:
Prepaid: Balance:
0,00
0.00
0.00
0.00
0.00





 









 









	Database: CEDARSHOPCTR Aged Delinquencies Page: 16
Cedar Shopping Centers Date:
10/22/2009
ENTITY: 0700 FRANKLIN VILLAGE Time: 05:12 PM
Date: 10/22/2009
Invoice Date Category Source Amount Current 30 60 90 120.
—
‘t-:i.’’17—‘-“10/6;
(I apt- gem
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 824.00
        ,327.50 613.65 0.00 0.00 0.00 0.00 0.00 0.00
0.00 0.00 0.00 824.00
7,327.50 613.65 510.00
985.00




	1,198.00 0.00 0.00 0.00 0,00 0.00 0,00 0.00 0.00 0.00
0 (c 1,371.40
1,503.08
824.00
6,194.08 613.65 0,00 0.00 0.00 0.00 0.00 0.00 0,00 0.00 0,00 0.00 0.00 0.00 0.00 0.00 0.00
8,765,15 11,458.15 10,606.21
0.00 510.00 0.00
0.00 0.00 1,603.08
824.00 824.00 824.00
0.00 2,183.00 0.00
7,327.50 7,327.50 6,194.08
613,65 813.65 613.65
0.00 0.00 1,371.40




	corktovvi‘-/ if /1-5 N U Li 4t-E 5
——  ——  —
t E.r411.0* “ : ‘•-•••’’::::-i
:7—;’,71’-ifrl"," ‘,,- -’"" -•..-_’’•-..EFT:f7 7" .1.”::::”:.***L-:”.7.::!:-7’, ‘
——  ——  ——  ——  —
2/17/2009 WA1 WATER/SEWER — PARC 1 CH 1,371.40 0.00 0.00
3/24/2009 CMM Annual Cam Expenses            CH 1,603.08 0,00 0.00
6/1/2009 ESC Cam estimates            CH 824,00 0.00 0.00
5/1/2009 RNT Base Rent            CH 6,194.08 0.00 0.00
5/1/2009 TXS Real estate tax estimate            CH 613.65 0.00 0.00
7/1/2009 ESC Cam estimates            CH 824.00 0.00 0.00
7/1/2009 RNT Base Rent            CH 7,327.50 0.00 0.00
7/1(2009 TXS Real estate tax estimate            CH 613.65 0,00 0.00
7/6/2009 11M MISCELLANEOUS            CH 510.00 0.00 0.00
7/6/2009 GRE GREASE REMOVAL INCOM            CH 885.00 0.00 0.00
7/6/2009 GRE GREASE REMOVAL INCOM            CH 1,198.00 0.00 0.00
8/1/2009 ESC Cam estimates            CH 824.00 0.00 0.00
8(1/2009 RNT Base Rent            CH 7,327.50 0.00 0.00
8/1/2009 TXS Real estate tax estimate            CH 613.65 0.00 0.00
9/1/2009 ESC Cam estimates            CH 824.00
9/1/2009 RNT Base Rent            CH 7,327.50 00..0000 7,382214..5000
9/1/2009 TXS Real estate tax estimate            CH 613.65 0.00 813.65
10/1/2009 ESC Cam estimates            CH 824.00 824.00 0.00-
10/1/2009 RNT Base Rent            CH 7,327.50 7,327.50 o.oq
10/1/2009 TXS Real estate tax estimate            CH 613.65 613.85 0.00
——  ——  ——  ——  —
11M MISCELLANEOUS 510.00 0.00 0.00
Clv1M Annual Cam Expenses 1,603,08 0.00 0.00
ESC Cam estimates 4,120.00 824.00 824.00
GRE GREASE REMOVAL INCOME 2,183.00 0.00 0.00
RNT Base Rent 35,504.08 7,327.50 7,327.50
TXS Real estate tax estimate 3,068,25 613.65 613.65
WA1 WATER/SEWER • PARC 1 1,371.40 0.00 0.00
——  ——  ——  —
PEI YUE(TEPPAN Total: 48,359.81 8,765.15 8,765.15




	TXS Real estate tax estimate 0.00 0.00 0.00 0.00
0.00 0.00
—




	0.00
0.00
ONGHORN STEAKHOUSE, #5140 Total: 0.00 0.00 0.00 0.0D
Prepaid: -994.95
Balance: -994.95
WA1 WATER/SEWER • PARC 1 0.00 0.00 0.00 0.00
0.00 0.00
—
0.00
0.00
0,00
0.00
0.00
AAA SOUTHERN NEW ENGLAND-6177 Tott 0,00
Prepaid: .66.60
Balance: -66.60









 









 












	Aged Delinquencies
Cedar Shopping Centers
FRANKLIN VILLAGE
Date: 10122/2009
Database: QEDARSHOPCTR
ENTITY: 0700




	Page:
Date:
Time:




	17 10/22/2000 05:12 PM
90
Current
Invoice DateCategory
30
60
120
SourceAmount
070070009513::.Y..7.MATTRESS DISOOUNTERS            aster tic-cup:aht id
· Tel,:Jn16.:":30;i::85.6-.87
ifaat:•.:: z •




	...718/2008M-7-: :8,501 ,43
7/15/2008 TXY Annual Real Estate Taxes            CH 636.88 0.00 0.00 0.00 0.00 636,88
8/1/2008 ESC Cam estimates            CH 721.56 0.00 0.00 0.00 0.00 721.58




	8/1/2008 RNT Base Rent            CH 7,184.67 0.00 0.00 0.00 0.00 7,164.67




	/1/2008 TXS Real estate tax estimate            CH 614.90 0.00 0.00 0.00 0.00 814.90




	8/18/2008 WA1 WATER/SEWER — PARC 1 CH 8.30 0.00 0.00 0.00 0.00 8,30
9/1/2008 ESC Cam estimates            CH 721.58 0.00 0.00 0.00 0.00 721.56
9/1/2008 RNT Base Rent            CH 7,164.67 0.00 0.00 0.00 0.00 7,184.67
9/1/2008 TXS Real estate tax estimate            CH 614.90 0.00 0.00 0.00 0.00 614.90
10116/2008 LAT LATE CHARGES            CH 457.32 0.00 0.00 0.00 0.00 457.32
——  -—  ——  ——  ——  ——  ——  —
ESC Cam estimates 1,443.12 0.00 0.00 0.00 0.00 1,443.12
LAT LATE CHARGES 457.32 0.00 0.00 0.00 0.00 457.32
RNT Base Rent 14,329.34 0.00 0.00 0.00 0.00 14,329.34
TXS Real estate tax
estimate 1,229.80 0.00 0.00 0.00 0.00 1,229.80
TXY Annual Real Estate
Taxes 638.86 0.00 0.00 0.00 0.00 636.88
WA1 WATER/SEWER — PARC 1 8.30 0.00 0.00 0.00 0.00 8.30
——  ——  ——  ——  ——  ——  —
MATTRESS DISCOUNTERS Total: 18,104.76 0.00 0.00 0.00 0.00. 18,104,76




	0.00
CMM Annual Cam Expenses
        .00
0.00
        .00
0.00
        .00
PANERA BREAD Total:
repaid: Balance:
0.00 -151,77 -151.77
0.00
        .00
0.00
        .0o
0.00
700-00130 T :VOICE BO
·  — • “..Monthly Rent




	ofit00::; MR:.:,R,NNgy.s.A
3/1/2009 RNT            Base Rent            CH 6.10 0,00 0.00 0.00 0.00 6.10
3/1/2009 TXS            Real estate tax estimate            CH 181.10 0.00 0.00 0.00 0.00 181.10
4/1/2009 ESC            Cam estimates            CH 185.97 0.00 0.00 0.00 0.00 165.97
4/1/2009 RNT            Base Rent . CH 6.10 0.00 0.00 0.00 0.00 6.10
4/1/2009 TXS            Real estate tax estimate            OH’ 181.10 0.00 0.00 0.00 0.00 181.10
5/1/2009 RNT            Base Rent            CH 405.43 0.00 0.00 0.00 0.00 405.43
6/1/2009 RNT            Base Rent            CH 405.43 0.00 0,00 0.00 0.00 405.43
7/1/2009 ESC            Cam estimates            OH 219.23 0.00 0.00 0.00 219.23 0.00
7/1/2009 RNT            Base Rent            CH • 5.10 0.00 0.00 0.00 5.10 0.00
7/1/2009 TXS            Real estate tax estimate            CH 181.10 0.00 0.00 0.00 181.10 0.00
8/1/2009 ESC            Cam estimates            CH 219.23 0.00 0.00 219.23 0.00 0.00
8/1/2009 RNT            Base Rent            CH 5.10 0.00 0.00 5.10 0.00 0.00
8/1/2009 TXS            Real estate tax estimate            CH 181.10 0.00 0.00 181.10 0.00 0.00








 









 












	0,00
0.00
0.00
0.00
0,00
0,00 -21,23 -21.23
Prepaid: Balance:
CALIFORNIA NAILS Total:
Database: CEDARSHDPCTR Aged Delinquencies Page: 18 10/22/2009 05:12
ENTITY: 0700 Cedar Shopping Centers Date: PM
FRANKLIN VILLAGE Time
Date: 10/22/2009
——  ——  ——  —
Invoice Date Category            Source Amount Current 30 60 90 120
——  ——  ——  ——  ——  ——  ——  —
9/112009 RNT Base Rent            CH 405.43 0.00 405.43 0.00 0.00 0.00
10/1/2009 ESC Cam estimates • CH 219.23 219.23 0.00 0.00 0.00 0.00
10/1/2009 RNT Base Rent            CH 2,027.11 2,027.11 0.00 0.00 0.00 0.00
10/1/2009 TXS Real estate tax estimate            CH 181.10 181.10 0.00 0.00 0.00 0.00
——  ——  ——  ——  ——  ——  ——  —
ESC Cam estimates 823.66 219.23 0.00 219.23 • 219,23 165.97
RNT Base Rent 3,265.80 2,027.11 405,43 5.10 5,10 823,06
TXS Real estate tax
estimate 905.50 181.10 0.00 181.10 181.10 362,20
——  ——  ——  ——  ——  ——  —
VOICE BOX Total: 4,994.96 2,427.44 405.43 405.43 405.43 1,351.23




	0.00
0,00
OCR PAYMENT TO OPEN CREDIT ‘
0.00
0.00
0.00
0.00
0.00 -0.30 -0.30
0.00
0.00
MAILBOXES (UPS) OLD Total:
0.00
0,00
0.00
Prepaid: Balance:
Orite0;-.110-;ik!Vg5P?..;;O;SO1.
vekNei •
EtriM’ ;;
3/14/2008 CMM Annual Cam Expenses            CH 176.00 0.00 0.00 0.00 0,00 176.00
7/15/2008 TXY Annual Real Estate Taxes            CH 80.20 0.00 0.00 0,00 0.00 80.20
8/18/2008 WAS WATER/SEWER — PARC 3 CH 149.50 0.00 0.00 0.00 0,00 149.50
10/31/2008 WA3 WATER/SEWER — PARC 3 CH 66.60 0.00 0,00 0,00 0.00 66.60
2/17/2009 WA3 WATER/SEWER • PARC 3 CH 51.80 0.00 0.00 0,00 0.00
3124/2009 CMM Annual Cam Expenses            CH 1,749.37 0.00 0.00 0.00 0.00 1,74591.3870
5/1/2009 RNT Base Rent            CH 1,751.70 0.00 0.00 0.00 0.00 1,751.70
5/11/2009 WA3 WATER/SEWER — PARC 3 CH 59.20 0.00 0.00 0.00 0.00 59.20
6/1/2009 RNT Base Rent            CH 1,751.70 0.00 0.00 0.00 0.00 1,751.70
7/1/2009 ESC Cam estimates            CH 232.02 0.00 0.00 0.00 232.02 0.00
7/1/2009 RNT Base Rent            CH 1,751.70 0.00 0.00 0.00 1,751.70 0.00
7/112009 TXS Real estate tax estimate            CH 217.30 0.00 0,00 0.00 217.30 0.00
7/10/2009 NSF • NSF FEES            CH 100.00 0.00 0,00 0.00 100,00 0.00
7/20/2009 TXY Annual Real Estate Taxes            CH 2,660.90 0.00 0.00 0,00 2,660.90 0.00
7/29/2009 WA1 WATER/SEWER — PARC 1 CH 68.40 0.00 0.00 68.40 0.00 0.00
OCR PAYMENT TO OPEN CREDIT





 









 









	19 10/22/2009 05:12 PM
Aged Delinquencies
Cedar Shopping Centers
FRANKLIN VILLAGE
Date: 10122/2009
Page:
Date:




	Time:




	Database: CEOARSHOPCTR
ENTITY: 0700
Current 30 60
Source            Amount
Invoice Date
Category
90 120




	CH CH CH CH CH CH CH CH
RNT TXS ESC RNT TXS ESC RNT TXS
0.00 0,00 0.00 0.00 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
1,751.70 217.30 0.00 0,00 0.00 0.00 0.00 0.00
51.70 217.30 396.00 2,751.70 217.30 396.00 3,751.70 217.30
0.00
0.00




	0.00
0.00
0.00
396.00
3,751.70
217.30
0.00
0.00
396.00
2,751.70
217,30
0.00
0.00
0,00
8/1/2009 8/1/2009 9/1/2009 9/1/2009 9/1/2009 10/1/2009 10/112009 1011/2009
ase Rent
Real estate tax estimate Cam estimates




	ase Rent
eal estate tax estimate Cam estimates
ase Rent
Real estate tax estimate
CMM ESC NSF RNT • TXS TXY WA1 WA3
Annual Cam Expenses Cam estimates
NSF FEES
Base Rent
Real estate tax estimate Annual Real Estate Taxes WATER/SEWER • PARC 1 WATER/SEWER — PARC 3
5,836.07
4,961.92
4,365.00
3,365.00
2,037.40
20,565.39
CURVES FOR WOMEN — PRR Total:
CH
NC
Cam estimates
Cam estimates




	2/12/2009 NSF NSF FEES            CH 100.00 0.00 0.00 0.00 0.00 100,00
2117/2009 WA3 WATER/SEWER — PARC 3 CH 96.20 0.00 0.00 0,00 0.00 96.20
4/1/2009 ESC Cam estimates            CH 350.76 0.00 0.00 0.00 0.00 350.78
5/1/2009 ESC Cam estimates            CH 0.38 0,00 0.00 0.00 0.00 0.38
5/11/2009 WA3 WATER/SEWER — PARC 3 CH 118.70 0.00 0.00 0.00 0.00 118.70
7/20/2009 TXY Annual Real Estate Taxes            CH 738.40 0.00 0.00 0.00 738.40 0.00
7/29/2009 WA3 WATER/SEWER — PARC 3 CH 164.25 0,00 0.00 164.25 0.00 0.00
9/1/2009 ESC Cam estimates            CH 350.76 0.00 350.78 0.00 0.00 0.00
9/1/2009 RNT Base Rent            CH 3,017.09 0.00 3,017.09 0,00 0.00 0.00
9/1/2009 TXS Real estate tax estimate            CH 289.70 0.00 289,70 0,00 0.00 0.00
10/1/2009 ESC Cam estimates            CH 350.76 350.76 0.00 0.00 0.00 0.00
10/1/2009 RNT Base Rent            CH 3,0i 7,09 3,017,09 0.00 0.00 0.00 0.00
10/1/2009 TXS Real estate tax estimate            CH 289.70 289.70 0.00 0.00 0.00 0.00
——  -—  ——  ——  ——  ——  ——  —
ESC Cam estimates 1,052,68 350.76 350.76 0.00 0.00 351.14
NSF NSF FEES 100.00 0.00 0.00 0,00 0.00 100.00
RNT Base Rent 6,034.16 3,017.09 3,017.09 0.00 0.00 0.00
TXS Real estate tax
estimate 579.40 289.70 289.70 0.00 0,00 0.00
TXY Annual Real Estate
Taxes 738,40 0.00 0.00 0.00 738.40 0.00
WA3 WATER/SEWER — PARC 3 379.15 0.00 0.00 164.25 0.00 214.90
——  ——  ——  ——  ——  ——  —
SUN PRO Total: 8,883.79 3,657.55 3,657.55 164.25 738.40 666,04




	ESC
ESC
0.70
        .70
0.00
        .00
0.00
-0.70
-0.70
0.00
07e0:090757::,’,7’::1-11?1XoLQ.gig:-s6cay-Bk.ApBA13 142.9
1,925.37 1,024.02 100.00 13,510.20 869.20 2,741,10
68,40




	327.10
0.00
396.00
0.00
3,751.70
217.30
0.00
0.00
0,00
0.00
396.00
0.00
2,751.70
217.30
0,00
0.00
0.00




	0.00 0,00
0.00 232.02
0.00 100.00
1,751.70 1,761.70
217.30 217.30
0.00 2,660.90
68.40 0.00
0.00 0.00




	1,925.37
0.00
0.00
3,503.40
0.00
80.20
0.00
327.10







 









 












	0.00 0.00
0.00
Aged Delinquencies
Cedar Shopping Centers
FRANKLIN VILLAGE
Date: 10/22/2009
Page: 20
Date:10/22/2009
Time: 05:12PM
Database: CEDARSHOPCTR
ENTITY:0700
30
80
SourceAmount            Current
90
Invoice Date            Category
120
0.00 -0.70 0.00 0.70 0.00 0.00
ESC Cam estimates
0.70
-0.70
0,00
0.00
0.00
0,00
THRIXOLOGIE SALON-BLACBAR LLC Tots
0,00
3,114.42 3,114.42 0.00
0,00
0.00
DR. JAMILA KHALIL Total:
RNT Base Rent
3,114.42 0.00
3,114,42 3,114.42 0.00 0.00 0.00 0.00
0.00 0.00
0.00
0,00
9(30/2009 RNT Base Rent            CH 70,22 70.22 0.00 0.00
——  -—  ——  ——  ——  —




	RNT Base Rent 70.22 70.22 0.00 0,00
——  ——  ——  ——  —




	CHEMICAL SOLUTIONS Total: 70.22 70.22 0.00 0.00
9/1/2009 RNT Base Rent
10/1/2009 RNT Base Rent
CH2,603.890.09 2,603.89.
CH2,603.892,603.89 9.00.
0.00
5,207.782,603.892,603.89 0.00 0.00 0.00
6,207.782,603.892,603,69
LOGIC VISION Total:
RNT Base Rent
RNT Base Rant
-0.70
0.00
0.00
0,00
0,00
-0.70
-0.70
0.00
0,00
        .0,00
0.00
-0.70
NEXT LEVEL-C AYRAUD Total:
CP.”*.5:4;:.NW•4;’.6Y.,. • *
        .f‘416;.,* S9 53,T 4
Fax: No
4/8/2009
-0.70
0.00
0.00
-0.70





 









 









	21 10/22/200g 05:12 PM




	Aged Delinquencies
Cedar Shopping Centers
FRANKLIN VILLAGE




	Date: 10/2212009
Page:
Date:




	Time:




	Database: CEDARSHOPCTR
ENTITY: 0700
Invoice Date            Category
Source            Amount




	Current
30




	co
90




	120
fill0/01200.9. .’’-’,6070.00:00C
),I.ASS.P.Vtfigit:4:’“R..-;i
10/1/2009 ESC            Cam estimates
10/16/2009 ESC            Cam estimates
10/19/2009 OTH            OTHER INCOME
STRATA BANK•IDDLESEX SAV. Vac Tota Prepaid: balance:
0,01 0.01 0.00 0.00 0.00 0.00
•
        .0,01 4.01 0.00 0.00 0.00 0.00
50,000.00 50,000.00 0.00 0;00 6.00 0.00
——  ——  ——  ——  ——  —
0.00 0.00 0.00 0.00 0.00 0.00
50,000.00 50,000.00 0.00 0.00 0.00 0.00
——  ——  ——  ——  ——  —
50,000:00 50,000.00 0.00 0.00 0.00 0.00
        .50,000.00
0.00
CH
NC
CH




	RNT Base Rent 0.01 0.00 0.01 0.00 0.00 0.00
——  ——  ——  ——  ——  ——  —
KENDIG RATCLIFFE Total: 0,01 0.00 0.01 0.00 0,00 0.00
5PL PLUMBING 392.20 0.00 0.00 0.00 0,00 392.20
——  ——  ——  ——  ——  ——  —
GILMORE REES & CARLSON Total: 392.20 0.00 0.00 0..00 0.00 392.20
07000700=002282:x;; `. JERSKYAND:SACK:~
7/17/2008 RNT Base
Rent            CH 102,12 0.00 0,00 0.00
7/16/2009 RNT Base Rent            CH 55.10 0.00 0.00 0.00
——  -—  ——  ——  ——  —
RNT Base Rent 157.22 0.00 0,00 0.00
——  ——  ——  ——  —
JEPSKY AND SACK Total: 157.22 0.00 0.00 0.00
102.12
0.00
55.10 102.12I
102.12
55.10
ESC Cam estimates 0TH OTHER INCOME










 









 















	Database: CEDARSHOPCTR            Aged Delinquencies            Page: 22
Cedar Shopping Centers            Date: 10/22/2009
ENTITY: 0700 FRANKLIN VILLAGE            Time: 05:12 PM
Date: 10/22/2009
—
Invoice Date Category Source            Amount Current 30 80 90 120
——  ——  ——  ——   —   —  ——  —
RNT Base Rent 0.00 0.00 0.00 0.00 0.00 0.00
——  ——  ——  ——  ——  —
SPRINT NEXTEL, MA2055A Total: 0.00 0.00 0.00 0.00 0.00 0.00
Prepaid: -3,82
Balance: -3,82
11,252.90 0,00
8,659,29 0.00
1,293,75 0.00
CMM Annual Cam Expenses TXY Annual Real Estate Taxes WA1 WATER/SEWER — PARC 1
0.00
TEAM FITNESS FRANKLIN Total:
21,205.94
Annual Cam Expenses Annual Real Estate Taxes WATER/SEWER — PARC 1
11;252.0 8,659.29 1,293.75
0.00
0.00
1,293,75




	CH
CH
CH
0,00
0.00
0,00
0.00 0.00 0,00 11,252,90
0:00 0.00 8,659.29 0.00
0.00 1,293.75 0.00 0.00
——  ——  ——  —
0.00 1,293.75 8,659,29 11,252.90
0700:9Q2291 :`.Vil.-t Al Etl{p1NG;CQ(,TEf?
a.Monthly
3/1/290
ESC Cam
estimates            CH 45.00 0.00
7/20/009 TXY Annual Real Estate Taxes            CH 2,992.73 0.00 0.00 0.00 2,992.73 0.00
10/1/2009 ESC Cam estimates            CH 1,469.00 1,469.00 0.00 0.00 0.00 0.00
10/1/2009 RNT Base Rent            CH 3,248.33 3,248.33 0.00 0.00 0.00 0.00
10/1/2009 TXS Real estate tax estimate            CH 890.00 890.00 0,00 0.00 0.00 0.00
——  ——  ——  ——  ——  ——  ——  —
ESC Cam estimates 1,514.00 1,489.00 0.00 0.00 0.00 45.00
RNT Base Rent 3,248.33 3,248.33 9.00 0.00 0.00 0.00
TXS Real estate tax estimate 860.00 890.00 0.00 0.00 0.00 0.00
TXY Annual Real Estate Taxes 2,952.73 0.00 0.00 0.00 2,992.73 0,00
——  ——  ——  ——  ——  ——  —
VILLA TRADING CO/TERRAZZA HOME Tot’ 8,645.08 5,607.33 0.00 0.00 2,992.73 45.00




	0,00




	0.00
0,00
10/1/2009 RNT Base
ent            CH 1,439.37 1,439.37 0.00 0.00 0.00
10/8/2009 NSF NSF FEES            CH 100.00 100.00 0.00 0.00 0.00
——  -—  ——  ——  ——  ——  —
NSF NSF FEES 100.00 100,00 0,00 0.00 0.00
RNT Bass Rent 1,439.37 1,439,37 0.00 0,00 0.00
——  ——  ——  ——  ——  —
ARTHUR PAPPAS Total: 1,539,37 1,539.37 0.00 0,00 0.00





 









 









	3/6/2009 ELC ELECTRIC CHARGE
CH 123.06 0,00 0.00 0.00 0.00 123.06
3/13/2009 ELC ELECTRIC CHARGE CH 405.04 0.00 0.00 0.00 0,00 405.04
——  ——  ——  ——  ——  ——  —
ELC ELECTRIC CHARGE 528.10 0.00 0.00 0.00 0.00 528.10
——  ——  ——  ——  ——  ——  —
YOUNG S KIM & OK MI KIM-cteane Total: 528.10 0.00 0.00 0.00 0.00 528.10
Prepaid; -276.69
Balance: 251.41
TXY Annual Real Estate
Taxes 114.24 0.00 0.00 0.00 114.24 0.00
——  ——  ——  ——  ——  ——  —
GAMESTOP, INC # 0541 Total: 114.24 0.00 0.00 6.06 114.24 0,00
——  ——  ——  ——  ——  ——  —
11M MISCELLANEOUS 510.00 0.00 0.00 0.00 510.00 0.00
5PL PLUMBING 392,20 0.00 0.00 0.00 0,00 392.20
WM Annual Cam Expenses 16,787.20 0.00 0,00 0.00 0.00 16,787,20
ELC ELECTRIC CHARGE 528.10 0.00 0.00 0.00 0.00 528.10
ESC Cam estimates 14,025.12 3,890.35 2,203.89 1,675.93 1,907.90 4,347.05
GRE GREASE REMOVAL INCOME 2,183.00 0.00 0.00 -0.00 2,183.00 0.00
LAT LATE CHARGES 1,292.35 0.00 0,00 0.00 0.00 1,292.35
NSF NSF FEES 300.00 100.00 0.00 0.00 100.00 100.00
OCR PAYMENT TO OPEN CREDIT 0.00 0.00 0.00 0.00 0,00 0.00
OTH OTHER INCOME 50,000.00 50,000.00 0.00 0.00 0.00 0.00
PPR Prepaid Rent 0.00 0.00 0.00 0.00 0,00 0.00
RAM REPAIRS & MAINTENANCE 7,484.50 0.00 0.00 0.00 0.00 7,464.50
RNT Base Rent 147,396,45 30,505.25 r 20,011.24 12,989.92 13,045.02 70,845.02
TXS Real estate tax
estimate 10,675.60 2,729.37 1,658.27 1,326.77 1,328.77 3,634.42
TXY Annual Real Estate
Taxes 21,818.51 0.00 0.00 0.00 17,839.82 3,978.69
WA1 WATER/SEWER — PARC 1 2,652.70 0.00 0,00 1,370.70 0.00 1,282.00
WA3 WATER/SEWER — PARC 3 706,25 0.00 0.00 164.25 0.00 542.00
——  ——  ——  ——  ——  ——  —
ENTITY 0700 Total: 276,731.98 87,224.97 23,873.40 17,527.57 36,912.51 111,193.53
Prepaid: -55,824.78
Balance: 220,907,20






 











 









	Aged Delinquencies Cedar Shopping Centers LOYAL PLAZA Date: 10/22/2009 Database: CEDARSHOPCTR ENTITY: 0600 Page: Date: Time: 5 10/22/2009 05:12 PM 30 60 invoice Date Category Current 90 120 Source Amount CMM OCR TXS TXY Annual Cam Expenses PAYMENT TO OPEN CREDIT Real estate tax estimate Annual Real Estate Taxes 33.74 0.00 0.00 0.00 760.58 760.58 0.00 0,00 760.58 760.58 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 33.74 .0.00 0.00: 0,00 726.84 760.58 0.00 0
..00 36.46 763.30 Annual Real Estate Taxes Annual Cam Expenses 01 I NC TIY 9 :2006z . 0.00 33.74 0.00 0.00 OLYMPIA SPORT CENTER, INC. Total: Prepaid: Balance: 0.00 33.74 CMM Annual Cam Expenses 1,683.83 1,683.83 0.00 0.00 0,00 0.00 TXY Annual Real Estate Taxes 0.00 0.00 0.00 0.00 0.00 0.00 STAPLES OFFICE SUPERSTORE, 299 Tots 1,883.83 1,683.83 0.00 0,00 0.00 0.00 Prepaid: 33.91 Balance: 1,717.74 NC 171.30 171.30 0.00 0.00 0.00 0.00 CH 28.85 28.85 0.00 0.00 0.00 0.00 171,30 171,30 0.00 0.00 0.00 0.00 28.85 28.
85 0.00 0.00 0.00 0.00 142,45 142.45 0,00 0.00 0.00 0.00 9/23/2009 CMM Annual Cam Expenses CH 153,12 153.12 0,00 0.00 0.00 9/23/2009 INY INSURANCE YEARLY CH 343.55 343.56 0.00 0.00 0.00 9/25/2009 TXY Annual Real Estate Taxes CH 1,110.08 1,110.08 0.00 0.00 0,00 9/2512000 TXY Annual Real Estate Taxes CH 2,346.50 2,346.50 0.00 0.00 0.00 CMM Annual Cam Expenses INY INSURANCE YEARLY JACKSON HEWITT TAX SERVICE Total: CMM Annual Cam Expenses INY INSURANCE YEARLY .ker . 0.00 0.00 0.00 0.00 coo 0.00 0.00 33.74





 









 












	Aged Delinquencies Cedar Shopping Centers LOYAL PLAZA Date: 10/22/2009 Database: CEDARSHOPCTR ENTITY; Page: Date: Time: 6 10/22/2009 05:12 PM 0800 Source Amount Current 30 60 Invoice DateCategory 90 120 0.00 0,00 0.00 0.00 0.00 0.00 153.12 153.12 343.55 343.55 3,456.56 3,456.58 CMM Annual Cam Expenses INY INSURANCE YEARLY TXY Annual Real Estate Taxes 0.00 0.00 0 . .00 0.00 0.00 0.00 3,953.25 050.0 0
 . 016278::23.1 1 ZN.M 3,953.25 0.00 0.00 0.00 0.00 NC 119.04 119,04 0.00 0.00 0.00 0.00 CH 119.04 119.04 0.00 0.00 0.00 0.00 119.04 119.04 0.00 0.00 0.00 0.00 119.04 119.04 0.00 0,00 0.00 0,00 0.00 0,00 0.00 0.00 0.00 0.00 CMM Annual Cam Expenses 5,60 0,00 0.00 0.00 0.00 5.60 PPR Prepaid Rent 0.00 0.00 0,00 0.00 0.00 0.00 RENT A CENTER, INC #2096 Total: 5.60 0.00 0.00 0.00 0.00 5.60 Prepaid: 133.11 Balance: 138.71 losemarie:saund.able:iiikenter
..ct. 012120 Annual Cam Expenses NC 1,195.08 1,195.08 0.00 0.00 0.00 0.00 INSURANCE YEARLY CH 161.73 161,73 0.00 0.00 0.00 0.00 CMM Annual Cam Expenses 1,195.08 1,195.08 0.00 0.00 0.00 0.00 INY INSURANCE YEARLY 161.73 161.73 0.00 0.00 0.00 0.00 RENT A CENTER, INC #2096 8109 Total: 1,033.35 1,033.35 0.00 0.00 0.00 0,00 9/23/2009 CMM Annual Cam Expenses NC 0/23/2009 INY INSURANCE YEARLY CH .1,212.39: 1,212.39 0:00 0.00 0.00 0.00 186.02 186.02 0.00 0.00 0.00 0.00 :A0416. 9/33/2009 9123/2009 CMM Annual Cam Expen
ses INY INSURANCE YEARLY VISION MAX Total: CMM Annual Cam Expenses INY INSURANCE YEARLY





 









 












	Page: 7 Date: 10122/2009 Time: 05;12PM Aged Delinquencies Cedar Shopping Centers LOYAL PLAZA Date; 10/22/2009 Database: CEDARSHOPCTR ENTITY; 0600 Source Amount Current 30 60 90 120 Invoice Date Category 8.00 0.00 0,00 0.00 CMM Annual Gam Expenses 1,212.39 1,212.39 INY INSURANCE YEARLY 186.02 186,02 RENT WAY, INC #04582 Total: 1,026.37 1,026,37 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0660. b0t,3&Ss 3ALtY TakkiCociay trOP7 _ i raTfAna ito ‘89
8:76 5 malr: . aiti aFa sallbllauty co. 0.00 0.00 0.00 0.00 0.00 0.00 9/23/2009 CMM Annual Cam Expenses CH 36.81 38.81 0.00 0.00 9/23/2009 INY INSURANCE YEARLY CH 7.58 7.58 .0.00 0.00 CMM Annual Cam Expenses 36.81 36.81 0.00 0.00 INY INSURANCE YEARLY 7,56 7.56 0.00 0.00 SALLY BEAUTY SUPPLY #1033 Total: 44,39 44.39 0.00 0.00 3/612907 CMM Annual Cam Expenses NC 423.49 0,00 .0.0.0
. 0.00, 0.00 423.49 3/8/2007 INY INSURANCE YEARLY NC 0.00 0.00 0.00 0.00 67.54 9123/200.9 CMM Annual Cam Expenses NC 830.71 830.71 .0.00 0.00 0.00 0.00 9/2312009 INY INSURANCE YEARLY CH 130.08 1.39.98 0.00 0.00 0.00 0.00 CMM Annual Cam Expenses 1,254.20 830.71 0,00 0.00 0.00 423,49 INY INSURANCE YEARLY 72.44 139.98 0.00 0.00 0.00 67,54 XUN ZHENGIJINXING YANG Total: 1,181,76 690.73 0.00 0,00 0,00 49.1.03 OCR PAYMENT TO OPEN CREDIT 0.00 0.00 0.00 0,00 0.00 0.00 PPR Prepaid Rent 0,00 0.00 0.00 8.00 0.00 0.00
NCAS OF PENNSYLVANIA, LLC 5360 Total: 0.00 0.00. 0.00 0.00 0.00 0.00 Prepaid: 1,442.62 Balance: 1,442.82





 









 












	0,00 BLOCKBUSTER VIDEO #90435 Total: 0.00 0.00 0.00 0.00 0.00 Prepald: 1.93 Balance: 1.93 Conta FiliettEi4 j2,.;772 Tel N 415.99 02 Fax 1:loq . .(8(7..):4:15 ,0:94.9 . 5. E mall :: 2 . 1 “:SiCir!’: 9/23/2009 CMM Annual Cam NC 147.79 147.79 0.00 0.00 0.00 Expenses CMM Annual Cam Expenses 147.79 147.79 0.00 0.00 0.00 RADIO SHACK 012139 Total: 147.79 147.79 0.00 0.00 0.00 11,450.00 2,683.48 R
NT Base Rent TXY Annual Real Estate Taxes 12,835.71 12,835.71 0.00 CMM Annual Cam Expenses INY INSURANCE YEARLY TXY Annual Real Estate Taxes 0.00 0.00 0.00 933.58 1,914.98 11,854.31 933.58 1,914.98 11,854.31 .::WESTERN            itln0 . 9.SUPPLY.0 0 #105813 .’i . ..’ , .iMaster . O.dC.tman9c:::60.0285 72Sullef0 : :kEfk;We6ankiiii,n!’ ‘ 1?NIck.:Mehta Tel Tel. k1 ;...’046) : (5461661 .6456;. 456’ . . Annual Cam Expenses INSURANCE YEARLY Annual Real Estate Taxes Annual Real Estate Taxes Payment . 0.00 0.00 0.00
 0.00 0.00 0,00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0,00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0,00 8/2 0.00 0.00 0.00 0.00 i23/2000 9/23/i060 912512000 V/25/200 “ Pith srdle.*P’a: 9f10/2009 ‘: ,725.00 , 0.00 5,725.00 0.00 0.00 0.00 2,683.48 0.00 0,00 0.00 0.00 5,725.00 0.00 0.00 0.00 0.00 5,725.00 5,725.00 0.00 0.00 0.00 2,683.48 0.00 0.00 0,00 0.00 8,408.48 5,725.00 0.00 0.00 0.00 CH CH CH C 4 . .E mal1’...4:kmcgia’wOstaWpii.tis A 9/112009 RNT Base Rent 9/25/2009 TXY Annual
Real Estate Taxes 10/1/2009 RNT Base Rent ?A Ats SO 1 ttys Iry 4gkeHes i *NI case 0.00 0.00 0.00 Database: CEDARSHOPCTR Aged Delinquencies Page: 8 Cedar Shopping Centers Date:10/22/2009 ENTITY: 0600 LOYAL PLAZA Time: 05:12PM Date: 10/22/2009 Invoice DateCategory Source Amount Current 30 60 90 120 OCR PAYMENT TO OPEN CREDIT 0.00 0.00 0.00 0.00 0.00 am I





 









 












	Database: CEDARSHOPCTR Aged Delinquencies Page: 9 Cedar Shopping Centers Date: 10/22/2009 ENTITY: 0600 LOYAL PLAZA Time: 05:12 PM Date: 10/22/2009 Invoice bate Category Source Amount Current 30 60 90 120 9/23(2009 INY INSURANCE YEARLY CH 640.51 640.51 0.00 0.00 0.00 0.00 CMM Annual Cam Expenses 2,449.29 2,449.29 0.00 0.00 0.00 0.00 INY INSURANCE YEARLY 640.51 640,51 0.00 0.00 0.00 0,00 DOLLAR TREE STORES, INC 027 Total: 1,808.78 1,808.78 0,00 0.00 0.00 0.00 060
9;00809 3 : ,77 ;.TEPIk:CORPA50 eolitacti 36 1 .e.MPAY“F.Iftr z. Tel No 0.465; r 01.9 . 1209:K:. 9123/2009 CMM Annual Cam Expenses NO 705.71 705.71 0.00 0.00 0:00 0.00 9123/2009 INY INSURANCE YEARLY CH 97.01 97.01. 0.00 0.00 0.00 0.00 CMM Annual Cam Expenses 7.05.71 705.71 0.00 0.00 0.00 0.00 INY INSURANCE YEARLY 97.01 97.01 0.00 0.00 0.00 0.00 PPR Prepaid Rent 0.00 0.00 0,00 0.00 0.00 0:00 REGIS CORP, 465079 Total: 608,70 608.70 0.00 0.00 0.00 0.00 Prepaid: 11.04 Balance: 619.74 behannanit, 9/25/2009
TXY Annual Real Estate Taxes 9/25/2009 , TXY Annual Real Estate Taxes .”^ TXY Annual Real Estate Taxes WILLIAMSPORT NATIONAL BANK Total: 5 1 2009; 911:17;. 8,398.41 0.00 0.00 0.00 0,00 3,020.96 0.00 0.00 0.00 0.00 0,425.37 0.00 0.00 0.00 0:00. 9,425.37 0.00 0.00 0.60 0.00 CH5,398.41 CH8,028.08 06 *PP1. 8 .0.e;i:MARVIMInitigS: · Tati:Ko. ‘. 557 · Recovery /1V20. 9/23/2009 CMM Annual Cam Expenses NC 186.66 185.66 0.00 9/23/2009 INY INSURANCE YEARLY CH 15.79 15.79 0.00 0.00 0.00 0.00 10/1/2
009 ESC. Cam estimates CH 101.01 101,01 0.00 0.00 0.00 0.00 10/1/2009 INS INSURANCE CH 24,24 24.24 0.00 0,00 0.00 0.00 10/1/2009 RNT Base Rent CH 1,480.00 1,480,00 0.00 0,00 0.00 0.00 10/1/2009 TXS Real estate tax estimate CH 116.07 116.07 0.00 0,00 0,00 0.00 CMM Annual Cam Expenses 186.66 .188.66 0,00 0.00 0.00 0,00 ESC Cam estimates 101.01 101,01 0.00 0,00 0.00 0,00 INS INSURANCE 24.24 24.24 0.00 0.00 0.00 0.00 INY INSURANCE YEARLY 15.79 15.79 0.00 0.00 0.00 0.00 OCR PAYMENT TO OPEN CREDIT 0.00 0.00 0.00
0.00 0,00 0.00 RNT Base Rent 1,480,00 1,480.00 0.00 0,00 0.00 0.00 TXS Real estate tag estimate 116.07 116.07 0.00 0.00 0.00 0.00





 









 












	Aged Delinquencies Cedar Shopping Centers LOYAL PLAZA Date:
10/22/2009 Database: CEDARSHOPCTR ENTITY: 0800 Page: 10 Date:10122/2009 Tints:05:12 PM Source Amount Current 30 60 90 120 Invoice Date Category 1,550.45 Prepaid: 50.00 Balance: 1,500,45 0,00 0.00 0.00 0.00 1,550.45 MARTIN JENNINGS 111 Total: 9,711.93 9,711.93 0,40 0.00 0,00 0.00 TXY Annual Real Estate Taxes GENERAL MILLS RESTURANTS,ING Total: Prepaid: Balance: 9,711.93 9,711.93 0.00 0,00 . 0.00 0.00 70,00 9,641.93 · ‘ Fax No: 9/25/2009. TXY Annual Real Estate Taxes CH 9/25/2009 TXY Annual Real Est
ate Taxes CH PPR Prepaid Rent TXY Annual. Real Estate Taxes. ECKERD DRUGS, #1997 Total: Prepaid: Balance: sr 6/2009 2,757.96 2,757,96 . 0.00 0.00 0.00 0.00 5,529.82 6,829.82 0.00 0.00 0.00 0.00 coo 0,00 0.00 0.00 0.00 8,587.713 8,587.78 0.00 0.00 0,00 0.00 607.78 8,587.78 o.00 0.00 0.00 0.00 .0.04 8,687.74 0.00 0.00 0,00 0.00 0.00 0.00 0.00 0.00 0.00 '' 0/23/009 s raeci4sJia:corp CMM
 Annual Cam Expenses CH 34,454.02 TXY Annual Real Estate Taxes CH 30,845.49 TXY Annual Real Estate Taxes CH 01,089.85 8.422 . oi..4g . :,g 04b01_ 61,069.0 0.00 1 9/2312009 CMM Annual Cam Expenses NC 1,212.38 1,212.38 0.00 0.00 0.00 0,00 9123/2009 MY INSURANCE YEARLY CFI 186.03 188.03 0,00 0.00 0.00 0.00 CMM Annual Cam Expenses 1,212.38 1,212.38 0.00 0.00 0.00 0.00 !NY INSURANCE YEARLY 186.03 1430.03 0.00 0.00 0.00 0.00 VERIZON WIRELESS10ELLCO Total: 1,026.35 .1,026.35 0.00 0.00 0.00 0.00 · .
 . Er9/25/2009 TXY Annual Real Estate Taxes Z.2.5/25 TXY Annual Real Estate Taxes · , CH 8,692.95 6,502.95 0.00 0.00 CH 3,118.98 3,118.98 0.00 0.00





 









 












	Aged Delinquencies Cedar Shopping Centers LOYAL PLAZA Date: 10/22/2009 Database: CEDARSHOPCTR ENTITY: 0800 Page: 11 Date:10/22/2009 Time:05:12 PM Invoice Date Category Source Amount Current 30 60 90 120 34,454.02 91,935.34 CMM Annual Cam Expenses TXY Annual Real Estate Taxes 0.00 0.0D 0.00 0.00 0.00 0.00 0.00 0.00 34,454.02 91,935.34 KMART OF PENNSYLVANIA, LP 3390 Total 0.00 0.0D 0.00 0.00 126,389.36 126,389.36 39.40 CMM Annual Cam Expenses INY INSURANCE YEARLY
 225.41 FASHION BUG #164 Total: ‘..,:eArviftecovery ift514.4.1:7’ et)gliggr1 9123/2009 CMM Annual Cam Expenses CH Al* 7;f:92 186.0i 0.00 0.00 0.00 0.00 39.40 0.00 0,00 0.00 0.00 188.01 0.00 0.00 0.00 0.00 39.40 0.00 0.00 0.00 0.00 225.41 0.00 0.00 0.00 0.00 TXY Annual Real Estate Taxes 77,112.29 77,112.29 0.00 GIANT FOOD STORES, INC #122 Total: 77,112.29 77,112.29 0.00 CMM Annual Cam Expenses 22,792.53 23,221.62 0.00 ESC Cam estimates 101.01 101.01 0.00 INS INSURANCE 24.24 24,24 0.00 INY IN
SURANCE YEARLY 3,812.93 3,880.47 0.00 OCR PAYMENT TO OPEN CREDIT 0.00 0.00 0.00 PPR Prepald Rent 0,00 0.00 0.00 RNT Base Rent 12,930.00 7,205.00 5,725.00 TXS Real estate tax estimate 116.07 116.07 0.00 TXY Annual Real Estate Taxes 214,800,82 214,767.08 0.00 ENTITY 0600 Total: 254,577.60 249,315.49 5,725.00 Prepald: 1,779.31 Balance: 252,798.29 0,00 0,00 0.00 0.00 0,00 0,00 0.00 0.00 0.00 I 0.00 0.00 0.00 0.00 0.00 429.09 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 67.54 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0
..00 0.00 0.00 0.00 0.00 0.00 33,74 0,00 0.00 462.89 t tm.0 svm5 wiut cLeHa 3’f ajoet





 









 












	0.00 0,00 70,833.33 70,833.33 3,038.93 3,038.93 0,00 0.00 RNT Base Rent SEW SEWER 0.00 0.00 0,00 0.00 Page: 32 Date: 10/22/2009 Time: 05:12PM dshDoepilpn
icinug eenecinets
en3 Cedar Aged STOP AND SHOP PLAZA Date: 10/22/2009
 Database: CEDARSHOPCTR ENTITY: 1540 Source AmountCurrent 30 60 90 120 Invoice Date Category 1540 0 8
f.SHOPS LIllgRMAAKET#6 8 e4 R bii Cont r. et E . ,STOP .R r+’ :Ter tticj 0.00 CH CH 0.00 0.00 3,038.93 3,038.93 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 STOP& SHOP SUPERMARKET #898 Total:
RNT Base Rent SEW SEWER ENTITY 1540 Total: 73,872.26 73,872.26 70,833.33 70,833.33 3,038.93 3,038.93 73,872,26 73,872.26 0.00 0.00 0,00 0.00 0.00 0.00 0,00 0.00 510.00 744.12 392.20 49,233.47 528.10 27,569.66 2,183.00 24.22 5,259.08 4,111.93 2,886.28 500.00 0.00 50,000,00 0.00 12,464.50 291,753.15 6,801,40 383.91 19,724,B9 305,193.71 2,652.70 708,25 274.87 0.00 496.08 0.00 23,221.62 0.00 4,888.72 0,00 24.24 3,880.47 0.00 0.00 200.00 0,00 50,000.00 0.00 0.00 110,726.11 6,441.40 0.00 3,350.15 284,911.41 0.00 0.00 0.00 248
..04 0.00 0,00 0.00 2,794.44 0.00 0,00 0.00 0,00 0.00 0.00 0.00 0.00 0.00 0.00 25,736.24 0,00 318.00 1,658,27 0.00 0.00 0.00 0.00 0.00 0,00 0.00 0.00 2,200.69 0.00 0.00 0,00 0.00 0.00 100.00 0.00 0.00 0,00 0.00 12,989,92 0.00 738,00 1,326.86 0,00 1,370.70 164.25 42.06 510.00 0.00 0.00 0.00 0.00 392.20 0,00 26,011.85 0.00 528.10 2,513,67 15,172.14 2,183.00 0.00 0,00 0.02 0.00 1,378.61 0.00 4,111.93 0.00 2,888.28 100.00 100.00 0,00 0.00 0.00 0.00 0.00 0.00 0.00 12,464,50 13,045.03 129,255,85 0.00 360.00 0.00 6
70,09 1,633.94 11,755.67 17,839,82 2,442.48 0.00 1,282.00 0.00 542.00 0.00 40.23 131.21 61.37 11M MISCELLANEOUS 4HV HVAC MISCELLANEOUS 5PL. PLUMBING CNN Annual Cam Expenses ELC ELECTRIC CHARGE ESC Cam estimates GRE GREASE REMOVAL INCOME INS INSURANCE INY INSURANCE YEARLY LAT LATE CHARGES LEG LEGAL FEES NSF NSF FEES OCR PAYMENT TO OPEN CREDIT 0TH OTHER INCOME PPR Prepaid Rent RAM REPAIRS & MAINTENANCE RNT Base Rent SEW SEWER TRA TRASH TXS Real estate tax estimate TXY Annual Real Estate Taxes WA1 WATER/S
EWER PARC 1 WA3 WATER/SEWER PARC 3 `NAT WATER/SEWER Grand Total: 488,271.41 30,182.36 17,456.48 37,825,46 783,129.62 209,393,91 Prepaid: 90,357,28 Balance: 692,772.34





 









 












	Page: 1 Date: 10122/2009 Time:
05:12PM Aged Delinquencies Cedar Shopping Centers SUNSET CROSSING Date: 10122/2009 Database: CEDARSHOPCTR ENTITY: 0510 Source Amount Current 120 30 90 60 Invoice Date Category g510 001 . 8p5.TF”;. .1.3EOTY: Mrinthly ccinteSt: Tel (917) .98.
NR1;4,, “ ‘ E mitt : .s. 3/1/2009 CMM Annual Cam Expenses CH 719.84 0.00 0.00 0.00 0,00 719.84 311/2009 ESC Cam estimates CH 197.85 0.00 0,00 0.00 0.00 197.85 3/1/2009 INY INSURANCE YEARLY CH 380.71 0.00 0.00 0.00 0.00 380.71 4/1/2009 ESC Cam estimates CH 65,95 0,00 0.00 0.00 0.00 65.95 5/1/2009 ESC Cam estimates CH 65.95 0.00 0.00 0.00 0.00 65.95 6/1/2009 ESC Cam estimates CH 65.95 0.00
0.00 0.00 0.00 65.95 7/1/2009 ESC Cam estimates CH 65.95
 0.00 0.00 0.00 65.95 0.00 8/1/2009 ESC Cam estimates CH 65.95 0.00 0.00 65.95 0.00 0.00 8/1/2009 TRA TRASH NC 264.00 0.00 0,00 264.00 0.00 0.00 CMM Annual Cam Expenses 719.84 0.00 0,00 0.00 0.00 719.84 ESC Cam estimates 527.60 0.00 0.00 65.95 85.95 395.70 INY INSURANCE YEARLY 380.71 0.00 0.00 0.00 0.00 380.71 TRA TRASH 264.00 0.00 0.00 264.00 0.00 0.00 BEAUTY NAIL SALON Total: 1,364.15 0.00 0,00 198.05 65.95 1,498.25 0510 092189 =4’7 DPP, Moiittily: Rey{ Tel; FaX No.; E 05111 002592::.:°:
CiA;k..Ws.t.nt,PjAis. 1 · d: 0 14Wg00 :r0i;;NEl :F . aiftnlO · 5 Matt 1/29/2009 IRA TRASH CH 670.09 0.00 0,00 3/1/2009 CMM Annual Cam Expenses CH 1,942.37 0.00 0.00 3/1/2009 INY INSURANCE YEARLY CH 994.40 0.00 0.00 4/1/2009 ESC Cam estimates CH 79.20 0.00 0.00 5/1/2009 ESC Cam estimates CH 79.20 0.00 0.00 8/1/2009 TRA TRASH NC 474,00 0.00 0.00 9/14/2009 ESC Cam estimates CH 56.53 0.00 56,53 9/14/2009 ESC Cam estimates CH 56.53 0.00 56.53 CMM Annual
Cam Expenses 1,942.37 0.00 0.00 ESC Cam estimates 271.46 0.00 113.06 INY INSURANCE YEARLY 994.40 0.00 0.00 TRA TRASH 196.09 0.00 0.00 DOLLAR SURPLUS, INC OLD Total: 3,404.32 0.00 113.08 0.00 0.00 070.09 0.00 0.00 1,942,37 0.00 0.00 994.40 0.00 0.00 79.20 0.00 0.00 79.20 474.00 0.00 0,00 0.00 0.00 0.00 0.00 0.00 0,00 0,00 0.00 1,942.37 0.00 0.00 158.40 0.00 0.00 994,40 474.00 0.00 670.09 474.00 0.00 3,765.26 J 6/1/2009 ESC Cam estimates 7/1/2009 ESC Cam estimates CH 135.73 0.00 0.00 0.00 135,73 0.00 8/1/2009
 ESC Cam estimates CH 135.73 0.00 0.00 135.73 0.00 0.00 9/1/2009 ESC Cam estimates CH 135.73 0.00 135.73 0.00 0.00 0.00 9/10/2009 TRA TRASH NC 316.00 0.09 316,00 0.00 0.00 0.00 10/1/2009 ESC Cam estimates CH 376.73 378.73 0.00 0.00 0.00 0.00





 









 












	Aged Delinquencies Cedar Shopping Centers SUNSET CROSSING Date: 10/22/2009 Database: CEDARSHOPCTR ENTITY: 0510 Page; 3 Date:10/22/2009 Time:05:12 PM Source Amount Current 30 60 90 Invoice Date Category 120 9/24/2009 TXY Annual Real Estate Taxes CH 67,653.94 67,653.94 0.00 0.00 0.00 0:00 TXY Annual Real Estate Taxes 67.653.94 67,653.94 0.00 0.09 0,00 0.00 GIANT FOOD STORES, LIG #316 Total: 67,653.94 67,653.94 0.00 0.00 0,00 0.00 :Kgm!q13 :116.14t4j,wq; , : Conta
ct ............... 1 ‘ . 3/1/2000 CMM Annual Cam Expenses 3/1/2000 ESC Cam estimates 0/24/2009 TXY’ Annual Real Estate Taxes PREMIER TANNING Total: 76.03 0.00 0.00 0.00 0.00 78.03 18.00 0,00 0.00 0.00 0,00 18,00 2,490.39 2,490,39 0.09 0.00 0,00 0.00 78.03 0,00 0.00 0,00 0,00 78.03 18.00 0.00 0,00 0.00 0,00 18.00 2,490.39 2,490.39 0,00 0,00 0.00 0.00 2,586.42 2,490.39 0.00 0.00 0,00 96.03 INS INSURANCE 0.00 0.00 0.00 0.00 0.00 0.00 I HOLIDAY HAIR #65311 Total: 0.00 0.00 0.00 0.00 0.00 0.00 Prepaid:
 12.00 Balance: 12.00 CMM Annual Cam Expenses 3,381.55 0,00 0.00 0.00 0.00 3,381.55 ESC Cam estimates 3,595.03 376.73 248.79 201.68 282.69 2,485.14 INS INSURANCE 0.00 0.00 0.00 0.00 0.00 0.00 INY INSURANCE YEARLY 1,446.15 0.00 0.00 0.00 0.00 1,446,15 LAT LATE CHARGES 788.97 0.00 0.00 0,00 0.00 786.97 NSF NSF FEES 100,00 0.00 0.00 100.00 0.00 0.00 OCR PAYMENT TO OPEN CREDIT 0.00 0,00 0.00 0.00 0.00 0.00 RAM REPAIRS & MAINTENANCE 5,000.00 0.00 0,00 0,00 0.00 5,000.00 RNT Base Rent 7,062.15 180,00 0.00 0.
00 0.00 6,902,15 TRA TRASH 383.91 0.00 316.00 738.00 0.00 670.09 TXS Real estate tax estimate 927,22 0,00 0.00 0.00 0,00 927.22 TXY Annual Real Estate Taxes 70,645.58 70,144.33 0.00 0.00 0,00 501.25 WAT WATER/SEWER 40.23 0.00 0.00 0.00 0.00 40.23 ENTITY 0510 Total: 92,602,97 70,681.05 67.21 436.32 282,89 22,142.75 Prepaid: 8,652.00 Balance: 83,950.97 CMM Annual Cam Expenses ESC Cam estimates TXY Annual Real Estate Taxes





 









 












	Database: Aged Delinquencies Page: 24 10/22/20.09 CEDARSHOPCTR Cedar Shopping Centers Date: 05;12 PM ENTITY: 1280 SHAW S PLAZA Time: Date: 10/22/2009 Invoice We Category Source Amount Current 60 90 120 4/23/2007 LAT 5/30/2007 TXS 6/1/2007 ESC 6/1/2007 RNT 6/1/2007 TXS 7/1/2007 ESC 7/1/2007 RNT 7/1/2007 TXS 7/17/2007 LAT 6/1/2007 ESC 8/1/2007 RNT 8/1/2007 TXS LATE CHARGES LATE CHARGES Real estate tax estimate Cam estimates Base Rent Real estate lax estimate Cam
estimates Base Rent Real estate tax estimate LATE CHARGES Cam estimates Base Rent Real estate tax estimate OH 200.00 0.00 0.00 0.00 0.00 200.00 CH 200.00 0.00 0,00 0.00 0,00 200.00 CH 152.52 0.00 0.00 0.00 0,00 152.52 CH 533.86 0.00 0.00 0.00 0.00 533.86 CH 3,333.33 0.00 0.00 0.00 0.00 3,333.33 CH 506,44 0.00 0.00 0.00 0,00 506,44 CH 533.86 0.00 0.00 0.00 0.00 533.88 CH 3,333.33 0.00 0.00 0.00 0.00 3,333.33 CH 533.86 0,00 0.0D 0.00 0.00 53186 CH 200.00 0.00 0.00 0,00 0.00 200.00 CH 533.86 0.00 0.00 0.00 0.0
0 533.86 CH 3,333,33 0.00 0.00 0,00 0.00 3,333.33 CH 533.86 0.00 0,00 0.0.0 0.00 533.86 5/20/2009 CMM Annual Cam Expenses CH 244.46 0.50 0.00 0.00 0.00 5/20/2009 ESC Cam estimates CH 7.02 0.00 0.00 0.00 0,00 7.02 7/1/2009 ESC Cam estimates CH 126.39 0.00 0.00 0.00 120.39 0.00 8/1/2009 ESC Cam estimates CH 126.39 0.0o 0.00 126.39 0.00. 0.00 9/1/2009 ESC Cam estimates OH 128.39 coo 126.39. 0.00 0.00 5.00 10/1/2009 ESC Cam estimates CH 126.39 126.39 0.00’ 0.00 0.00 0.00 i 0/8/2009 SEW SEWER CH 114.00 114.
00 0.00 0.00 0,00 0.00 CMM Annual Cam Expenses 244.46 0.00 0.00 0.00 0.00 244.46 ESC Cam estimates 512.56 120.39 128.99’ 126.39 126.39 7.02 SEW SEWER 114,00 114.00 0.00 0.00 0.00 0.00 TXS Real estate tax estimate 0.00 0,00 0.00 0.00 0.00 0.00 CVS, INC, #00335 1 Total: 871,04 240.39 126.39 126,39 128,39 251.48 Prepaid: 1,202.03 Balance: .331,89 OCR PAYMENT TO OPEN CREDIT 0.00 0.00 0.00 0.00 0.00 0.00 SEW SEWER 114.00 114.00 0.00 0,00 0.00 0.00 AAA SOUTHERN NE Total: 114.00 114.00 0.00 0,00 0.00 0.00 Pre
paid: 0.01 Balance: 113.99





 









 












	Database: CEDARSHOPCTR Aged Delinquencies Page: 26 10(22/2000 05:12 ENTITY: 1260 Cedar Shopping Centers Time: PM SHAW’S PLAZA Date: 10/22/2009 invoice Date Category Source Amount Current 30 60 90 120 9/1/2007 ESC Cam estimates CH 533.86 0.00 0.00 0.00 0.00 533,86 9/1/2007 RNT Base Rent CH 3,333,33 0.00 0.00 0.00 0.00 3,333,33 9/1(2007 TXS Real estate tax estimate CH 533,86 0.00 0.00 0.00 0.00 533.66 10/1/2007 ESC Cam estimates CH 53.3.88 0,00 0.00 0.00 0,0
0 533.88 10/1/2007 RNT Base Rent CH 3,333.33 0.00 0.00 0.00 0.00 3,333.33 10/1/2007 TXS Real estate tax estimate CH 533.86 0.00 0.00 0.00 0.00 533.86 11/1/2007 ESC Cam estimates CH 533.88 0.00 0.00 0.00 0.00 533.86 11/1/2007 RNT Base Rent CH 3,333.33 0.00 0.00 0.00 0.00 3,333.33 11/1/2007 TXS Real estate tax estimate CH 533.66 0.00 0.00 0.00 0.00 533.86 11(29/2007 SEW SEWER CH 108,00 0.00 0.00 0.00 0.00 108,00 12/1/2007 ESC Cam estimates CH 533.86 0,00 0.00 0.00 0.00 833.86 12/1/2007 RNT Base Rent CH 3,333.
33 0.00 0.00 0.00 0.00 3,333,33 12/1/2007 TXS Real estate tax estimate CH 533.86 0.00 0,00 0.00 0.00 633.86 1/1/2008 ESC Cam estimates CH 533.86 0.00 0.00 0.00 0,00 533.88 1/1/2008 RNT Base Rent CH 3,333.33 0,00 0.00 0.00 0.00 333.33 1/112008 TXS Real estate tax estimate CH 560.55 0.00 0.00 0.00 0.00 560.55 2/1/2009 ESC Cam estimates CH 533.86 0.00 0.00 0.00 0.0D 533.86 2/1/2008 RNT Base Rent CH 3,333.33 0.00 0.00 0.00 0.00 3,333.33 2/1/2008 TXS Real estate tax estimate CH 560.55 0.00 0.00 0.00 0.00 580,55
5/14/2008 SEW SEWER CH 108.00 0.00 0.00 0.00 0.00 106.00 6/4/2008 CMM Annual Cam Expenses CH 157,98 0.00 0.00 0.00 0.00 157.98 CMM Annual Cam Expenses 157.08 0.00 0.00 0.00 0.00 157,98 ESC Cam estimates 4,804.74 0.00 0.00 0.00 0.00 4,804.74 [AT LATE CHARGES 600.00 0.00 0.00 0.00 0.00 600,00 RNT Base Rent 26,990.97 0.00 0.00 0.90 0.00 25,906.97 SEW SEWER 21$.00 0.00 0.00 0.00 0,00 216.00 TXS Real estate tax estimate 0.00 0.00 0.00 0,00 4;585.22 OFF TRACK BEDDING Total: 40,763.91 0.00 0.00 0.00 0.00 40,7
83.01 `112c , 12§p.; 0,01451 :;::,13g.g.P,_02_13,g 9gig1911 4 1 7 0 5, ooOlap AXiR()come 12/1/2007 ESC Cam estimates CH 0.48 0,00 0.00 0.00 0.00 0.48 3/1/2008 TXS Real estate tax estimate CH 13,58 0.00 0.00 0.00 0.00 13.56 4/1/2008 TXS Real estate tax estimate CH 13.56 0,00 0.00 0.00 0.00 13.56 5/1/2008 TXS Real estate tax estimate CH 13.56 0.00 0.00 0.00 0,00 13.66 . 9/1/2008 TXS Real estate tax estimate CH 13.56 0.00 0.00 0.00 0.00 13.56 10/1/2008 TXS Real estate tax estimate CH 13.58 0.
00 0.00 0.00 0.00 13.56 11/f/2008 TXS Real estate tax estimate CH 13.56 0.00 0.00 0.00 0.00 13.58 12/1/2008 TXS Real estate tax estimate CH 13.58 0.00 0.00 0.00 0,00 13.56 10/8/2009 SEW SEWER CH 114.00 114.00 0.00 0.00 0,00 0,00 ESC Cam estimates 0.48 0.00 0.00 0.00 0.00 0.48 SEW SEWER 114.00 114.0D 0.00 0,94 0.00 0,00 TXS Real estate tax estimate 04.92 0.00 0,00 0.00 0.00 94.02 REGIS CORPORATION, #75153 Total: 209,40 114,00 0.00 0.00 0.00 95.40 Prepaid: 11,172.72 Balance: 10,063.32





 









 












	Invoice Date Category Source Amount Current
30 60 90 120 OCR PAYMENT TO OPEN CREDIT 0.03 0.00 0.00 0.00 0.00 0.00
SEW SEWER 114.00 114.00 0.00 0.00 0.00 0.00 IPARTY RETAIL STORES RR Total:
H4.00 114.00 0.00 0.00 0.00 0.00 Prepaid: 100.52 Balance: 13.48 E .
STcg C. astt:ciFopq0010.(4.10.10fii, 1... o 10/8/2009 SEW SEWER CH 114.00 114.00 0,00 .0.00 0,00 0,00 101612009 SEW SEWER CH 114.00 114.00 0.00 0.00 0.00 0,00 SEW SEWER 228.00 228.00 0.00 0.00 0.00 0.00 WAT WATER/SEWER 0.00 0.00 0.00 0.00 0,00 0,00 DOLLAR TREE STORES, INC. V1336 Total: 228.00 228.00 0,00 0.00 0.00 0.00 Prepaid: 60.00 Balance: 168.00 SEW SEWER 114.00 114.00 0.00 0.00 0.00 0,00 I DRESS BARN MS #2 Total: 114.00 114.00 0.00 0.00 0.00 0.00 11/2912007 SEW SEWER CH 36.00 0.00 0.00 0.00 . 0.0 36.00
 5/20/2009 iNS INSURANCE NC 0.02 0.00 0,00 0.00 0.00 0.02 10/8/2009 SEW SEWER CH 114.00 114,00 0.30 0.00 0.00 3,00 10/8/2009 SEW SEWER CH 114.00 114.00 0.09 0.00 0.00 coo INS INSURANCE 0.02 0.00 0.00 0,00 0.00 0.02 SEW SEWER 264.00 228,00 0.00 0.00 0.00 36.00 0.00 0.00 0,00 0.00 0,00 OCR PAYMENT TO OPEN CREDIT 0.00 Prepaid: Balance: GAME STOP, #2414 Total: 0.00 0,000.00 0.00 0.00 0.00 6.70 0.00 GAME STOP, #2414 2/09 Total: 114.00 114.00 0.01 RNT Base Rent ESC Cam estimates SEW SEWER TXS Real estate tax esti
mate 6.87 0.01 0.01 0,00 0.00 5.85 114.00 114.90 0,00 0.00 0.00 0.00 0.09 0.00 0.00 0.09 0.00 11.00 Page: 27 Date: 10122/2009 Time: 05:12PM Aged Delinquencies Cedar Shopping Centers SHAW’S PLAZA Date: 10/22/2009 Database: CEDARSHOPCTR ENTITY: 1260 Source AmountCurrent 30 Invoice Date Category 60 90.120 FASHION BUG, #0472 Total: 0.00 0,00 1100 35.98 263.98 228.00 CH CH CH CH CH 0.00 0.09 0.00 0.00 0.00 0.00 0.00 0.01 0.00 5.85 0.09 0.01 0.01 114.00 0.00 0.00 0.00 0,01 114.00 .Cantac P414. 28 · a 6/
1/20.08 ESC Cam estimates 811/2009 TXS Real estate tax estimate 9/112009 ESC Cam estimates 1011/2009 ESC Cam estimates 10/812009 SEW SEWER .a . 0.00 6,85 0,00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 119.96 114.01 0.01 0.09 0.00 6.85 BANK OF AMERICA, #MAW 239 Total: 0.00 0,00 0.00 0.01 0.00 I 0.01 0.00 0,00 BANK OF AMERICA (ATM) #MAW 239 Total 0.00 0,01 0.00 1 20..,9gpt.z:::::M.h.l.i0e;44WV.PAIAT.m.) · ‘ “ E . 7/1/2009 RNT Base Rent 114.00 114.00 0.00 0.00 0,00 0,00 SEW SEWER





 









 












	Invoice Date Category Source Amount Current 30
60 90 120 ESC Cam estimates CH 0.01 0.00 0.00 0.00 0.00 0.01 SEW SEWER CH
114.00 114.00 0.00 0.00 0.00 0.00 ESC Cans estimates 0.01 0.00 0.00 0.00 0.00 0.01 SEW SEWER 114.00 114.00 0.00 0,00 0.00 0.00 JO ANN FABRICS Total: 114.01 114.00 0.00 0,00 0.00 0.01 120000.070::::;.;:MARAP’61:;4: M izcicover 1 . 12069’ 6 0.00 2,071.10 0.002,360.28 0.00 983.45 0.00 196.69 196.69 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 196.69 1,469.21 0.00 2,360.26 106,69 1,160.14 0.00 0.0.0 0.00 2,071.19 91.3/2008 TXY Annual Real Estate Taxes NC 2,071.19 0.00 0.00 0,00 5/20/2009 CMM Annual Ca
m Expenses CH 2,360.28 0.00 0.00 0.00 5/20/2009 ESC Cam estimates CH 983.45 0,00 0.00 0.00 6/1/2009 ESC Cam estimates CH 196.69 0.00 0.00 0.00 7/1/2009 ESC Cam estimates CH 196.69 0.00 0,00 0.00 8/1/2009 ESC Cam estimates CH 196.69 0.00 0.00 196,69 9/1/2009 ESC Cam estimates CH 196.69 0.00 198.69 0.00 10/1/2009 ESC Cam estimates CH 196.69 196.69 0.00 0.00 10/8/2009 SEW SEWER CH 462.00 462.00 0.00 0.00 CMM Annual Cam Expenses 2,300.26 0,00 0.00 0.00 ESC Cam estimates 1,966.90 196,69 190.69 19.6.69 SEW SEWER
462.00 462.00 0.00 0.00 TXY Annual Real Estate Taxes 2,071.19 0.00 0.00 0.00 MARSHALLS #244 Total: 2,717.97 658.69 196.69 196.69 Annual Real Estate Taxes TXY SEW SEWER NO 0.01 0,00 0.00 OH 114.00 114.00 0.00 0.00 0.00 0.00 0.00 SEW SEWER 114.00 114.00 0.00 0.00 0.00 0.00 TXY Annual Real Estate Taxes 0.01 0.00 0.00 0.00 0.00 0.01 RADIO SHACK #011050 Total: 113,99 114.00 0.00 0.00 0.00 0.01





 









 












	Invoice DateCategorySourceAmountCurrent306090120
ESCCam estimatesCH0.010.000.000.000.000.01
SEW SEWERCH114.00114.000.000.000.000.00
ESCCans estimates0.010.000.000.000.000.01
SEW SEWER114.00114.000.000,000.000.00
JO-ANN FABRICS Total:114.01114.000.000,000.000.01
91.3/2008TXYAnnual Real Estate TaxesNC-2,071.190.000.000,00
5/20/2009CMM Annual Cam ExpensesCH2,360.280.000.000.00
5/20/2009ESCCam estimatesCH983.450,000.000.00
6/1/2009ESCCam estimatesCH196.690.000.000.00
7/1/2009ESCCam estimatesCH196.690.000,000.00
8/1/2009ESCCam estimatesCH196.690.000.00196,69
9/1/2009ESCCam estimatesCH196.690.00198.690.00
10/1/2009ESCCam estimatesCH196.69196.690.000.00
10/8/2009SEW SEWERCH462.00462.000.000.00
CMM Annual Cam Expenses2,300.260,000.000.00
ESCCam estimates1,966.90196,69190.6919.6.69
SEW SEWER462.00462.000.000.00
TXYAnnual Real Estate Taxes-2,071.190.000.000.00
MARSHALLS #244 Total:2,717.97658.69196.69196.69
SEW SEWER114.00114.000.000.000.000.00
TXYAnnual Real Estate Taxes-0.010.000.000.000.00-0.01
RADIO SHACK #011050 Total:113,99114.000.000.000.00-0.01






 









 












	Aged Delinquencies Cedar Shopping Centers SHAW S PLAZA Date: 10/22/2009 Database: CEDARSHOPCTR ENTITY:
1260 Pa0e: Date: Time; 29 10122/2009 . 05:12 PM invoice Date “Category Current 30 60 90 120 Source Amount CH 74.97 74.97 0.00 0.00 0.00 0.00 10/8/2009 SEW SEWER 74.97 SEW SEWER 74.97 0.00 0.00 0.00 0.00 74,97 0.00 74.97 0.00 0.00 0.00 STRAWBERRIES MUSIC& VIDEO 242 Total 1266;04341 estimates 0.00 0.00 040 0.00. 0.00 0,00 SEW SEWER 228.00 228,00 0.00 0.0.0 0.00 0,00 RENNSI CLEANERS Total: 228.00 228.00 0.00 0.00 0.00 0.00 Prepaid: 197.72 SatanCe; 3.0.20 10/1/2007 ESC Cam estimates CH 16.92 0,90 0.00
 0.00 0.00 16.92 11/1/2007 ESC Cam estimates CH 16.92 0.00 0.00 0.00 0.00 16.92 12/1/2007 ESC Cam estimates CH 16.92 0,00 0.00 0.00 0,00 16.92 1/1/2008 ESC Cam estimates CH 16.92 0,00 9,00 0,00 0.00 16.92 2/1/2008 ESC Cam estimates CH 16.92 0.00 0.00 0.00 0.00 16.92 3/1/2008 ESC Cam estimates CH 16.92 0.00 0.00 0.00 0.00 16.92 4/1/2006 ESC Cam estimates CH 16.82 0.00 0.00 0.00 0.00 16.92 6/1/2005 ESO Cam estimates CH 16.92 0.00 0.00 0.00 0.00 16.92 7/1/2008 ESC Cam estimates CH 16.92 0.00 0.00 0,00 0:00 16.
92 9/1/2008 ESC Cam estimates CH 17.77 0.00 0.00 0.00 0.00 17.77 3,509.49 0.00 040 0.00 0.00 3,500,49 307.17 0.00 0.00 0,00 0.00 307.17 307.17 0.00 0.00 0.00 307.17 0.00 307.17 307.17 o4o 0.00 0.00 0.00 927.60 927.50 Q.00 0.00 0.0.0 0.00. 3,509.49 0.00 0:00 o,00 0.00 3,509.49 0.00 0,00 0.00 0.00 0,00 0.00 927.50 927.50 0,00 0,00 9,0.0 0.00 921.51 307.17 0.00 0.00 307.17 307.17 5,358,50 1,234.67 0,00 0.00 307,17 3,816.66 10,979.91 5,621.41 TO’ f=ax t 5120/2009 6/1/2009 7/1/2009 10/1/2009 10/6/2009 CMM T
XS TXS TXS SEW Annual Cam Expenses Real estate tax estimate Real estate tax estimate Real estate tax estimate SEWER SHAW’S #7420 Total: Prepaid: Balance CMM Annual Cam Expenses ESC Cam estimates SEW SEWER TXS Real estate tax estimate





 









 












	Database: Aged Delinquencies Page: Date; Time: 30 10/22/2009 05:12 CEDARSHOPCTR Cedar Shopping Centers PM ENTITY; 1260 SHAW’S PLAZA Date: 10/2212009 Invoice Date Category Source Amount Current 30 60 90 120 10/1/2008 ESC Cam estimates CH 17.77 0.00 0.00 0.00 0.00 17.77 11/1/2008 ESC Cam estimates CH 17.77 0.00 0.00 0.00 0.00 17.77 12/1/2008 ESC Cam estimates CH 17.77 0.00 0.00 0.00 0.00 17.77 1/112009 ESC Cam estimates CH 17.77 0.00 0.00 0.00 0.00 17.77 6/1
/2009 ESC Cam estimates CH 11.50 0.00 0.00 0.00 0.00 11.50 9/1/2009 ESC Cam estimates CH 18.67 0.00 18.67 0.00 0.00 0.00 10/8/2000 SEW SEWER CH 114.00 114.00 0.00 0.00 0.00 0.00 ESC Cam estimates 271.30 0.00 18.67 0.00 0,00 252.63 PPR Prepaid Rent 0.00 0.00 0,00 0.00 0,00 0.00 SEW SEWER 114.00 114.00 0.00 0.00 0.00 0.00 SOVEREIGN BANK #0706 Total: 385.30 114.00 18,67 0.00 0.00 252.83 Prepaid: 338.62 Balance: 46.68 10/1/2009 ESC Cam estimates CH 197.54 197.54 0.00 0.00 0.00 10/1/2009 RNT Base Rent CH 2,022.5
3 2,022.53 0.00 0.00 0.00 10/1 /2009, TXS Real estate tax estimate CH 197.54 197.54 0.00 0.00 0.00 10/2/2009 NSF NSF FEES CH 100.00 100.00 0.00 0.00 0.00 10/8/2009 SEW SEWER CH 114.00 114.00 0.00 0,00 0.00 ESC Cam estimates 197.54 197.54 0.00 0.00 0.00 NSF NSF FEES. 100.00 100.00 0.00 0.00 0.00 RNT Base Rent 2,022.53 2,022.53 0.00 0.00 0.00 SEW SEWER 114.00 114.00 0.00 0.00 0.00 TXS Real estate tax estimate 197.54 197.54 0.00 0.00 0.00 VISION WORKS EXPRESS, INC. Total: 20331.61 2,631.61 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00 0.00 350.00 2,508.71 301.12 350.00 3,800.00 301,12 350.00 3,800.00 301.12 947.83 350.00 3,800,00 301.12 108.00 350.00 3,600.00 2/1/2008 ESC Cam estimates CH 350.00 0.00 0.00 0.00 0.00 2/1/2008 RNT Base Rent CH 2,808.71 0.00 0.00 0.00 0.00 2/1/2008 TXS Real estate tax estimate CH 301.12 0.00 0.00 0.00 0.00 3/1/2008 ESC Cam estimates CH 350.00 0.00 0.00 0.00 0.00 3/1/2008 RNT Base Rent CH 3,800.00 0.00 0.00 0.00 0.00 3/1/2008 TXS Reel estate tax estimate CH 301.12 0,00 0.00 0.00 0.00 4/1/2
008 ESC Cam estimates CH 350.00 0.00 0.00 0.00 0.00 4/1/2008 RNT Base Rent CH 3,800.00 0.00 0,00 0.00 0.00 4/1/2008 TXS Real estate tax estimate CH 301.12 0,00 0.00 0.00 0.00 4/18/2008 LEG LEGAL FEES CH 947.83 0.00 0.00 0.00 0.00 5/1/2008 ESC Cam estimates CH 350,00 0.00 0.00 0.00 0.00 5/1/2008 RNT Baso Rent CH 3,800.00 0.00 0.00 0.00 0.00 5/1/2008 TXS Real estate tax estimate CH 301.12 0.00 0.00 0.00 0.00 5/14/2008 SEW SEWER CH 108.00 0.00 0.00 0.00 0.00 6/1/2008 ESC Cam estimates CH 350.00 0.00 0.00 0.00
0.00 6/1/2008 RNT Base Rent CH 3,800.00 0.00 0,00 0.00 0,00





 









 












	Database: CEDARSHOPCTR Aged Delinquencies Page: 31 10/22/2009 05:12 PM ENTITY: 1260 Cedar Shopping Centers Date: SHAW’S PLAZA Time: Date: 10/2212009 Invoice Date Category Source Amount Current 30 50 90 120 6/1/2008 TXS Real estate tax estimate CH 301.12 0.00 0.00 0.00 0.00 301.12 6126/2008 LAT LATE CHARGES CH 1,430.61 0.00 0.00 0.00 0.00 1,430.61 7/1/2008 ESC Cam estimates CH 339.08 0.00 0.00 0.00 0.00 339.08 7/1/2008 RNT Base Rent CH 3,800.00 0.00 0.00 0.
00 0.00 3,800.00 7/1/2008 TXS Real estate tax estimate CH 301.12 0,90 0.0D 0.00 0.00 301.12 1/29/2009 , LEG LEGAL FEES CH 948.00 0.00 0.00 0.00 0.00 948,00 5/26/2009 LEG LEGAL FEES CH 800.95 0,00 0.00 0.00 0.00 800.95 6/16/2009 LEG LEGAL FEES CH 189.50 0.00 0.00 0.00 0.00 189.50 ESC Cam estimates 2,089.08 0,00 0.00 0,00 0.00 2,089.08 LAT LATE CHARGES 1,430.61 0.00 0.00 0.00 0.00 1,430.61 LEG LEGAL FEES 2,886.28 0,00 0.00 0.00 0.00 2,888.28 RNT Base Rent 21,508.71 0.00 0.00 0.00 0.00 21,508.71 SEW SEWER 108.
00 0.00 0.00 0.00 0.00 108.00 TXS Real estate tax estimate 1,805.72 0.00 0.00 0.00 0.00 1,806.72 QIJIZNOS OLD Total: 29,829.40 0,00 0.00 0,00 0.00 29,829.40 CMM Annual Cam Expenses 6,272.19 0.00 0,00 0.00 0.00 8,272.19 ESC Cam estimates 9,848.50 520,63 341.76 323,08 323.08 8,339.95 INS INSURANCE 0.02 0.00 0.00 0.00 0.00 0.02 1AT LATE CHARGES 2,030.61 0,00 0,00 0.00 0.00 2,030.61 LEG LEGAL FEES 2,886.28 0.00 0.00 0.00 0.00 2,886.28 NSF NSF FEES 100.00 100.00 0.00 0.00 0.00 0.00 OCR PAYMENT TO OPEN CREDIT 0.0
0 0.00 0,00 0.00 0,00 0.00 PPR Prepaid Rent 0.00 0.00 0.00 0.00 0.00 0.00 RNT Base Rent 53,531.22 2,022.53 0,00 0.00 0.01 51,508.68 SEW SEWER 3,782.47 3,402.47 0.00 0.00 0.00 360.00 TXS Real estate tax estimate 8,008.00 504.71 0.00 0.09 307.17 7,194.03 TXY Annual Real Estate Taxes 2,071.20 0.00 0.00 0.00 0.00 2,071,20 WAT WATER/SEWER 0.00 0.00 0.00 0.00 0.00 0.00 ENTITY 1260 Total: 84,366.05 8,550.34 341.76 323.17 630.26 76,520,52 Prepaid: 24,059.13 Balance: 60,306.92






 












 





SCHEDULE 11

BLUE MOUNTAIN COMMONS LEASES



1. Brother’s Pizza (Giovanni Barone)





	 	•	 	Lease Agreement Dated: 5.12.08
	 
	 	•	 	Subordination of Landlord’s Lien Dated: 11,4.08
	 
	 	•	 	Delivery of Possession Dated: 6.5.09
	 
	 	•	 	Rent Commencement Letter Dated: 9.30.09




2. Giant Food Stores, LLC





	 	•	 	Lease Agreement Dated: 10.11.06
	 
	 	•	 	Memorandum of Lease Dated: 10,11.06
	 
	 	•	 	First Amendment to Lease Agreement Dated: 1.9.07
	 
	 	•	 	Delivery of Possession Dated: 9.22.09




3. PNC Bank, NA





	 	•	 	Lease Agreement Dated: 2.1.08




4. Sonic Drive-in Restaurant (Harrisburg Drive-In, LLC)





	 	•	 	Ground Lease Dated: 7.30.09
	 
	 	•	 	Lease Guaranty Dated: 7.30.09




5. Subway Real Estate Corp.





	 	•	 	Lease Agreement Dated: 7.15.09




6. Supercuts, Inc.





	 	•	 	Lease Agreement Dated: 6,30.08
	 
	 	•	 	Delivery of Possession Dated: 6.5.09
	 
	 	•	 	Rent Commencement Letter Dated: 9,30.09





     Verizon Wireless (Go Wireless, Inc.)




	 	•	 	Lease Agreement Dated: 9.30.09





 









 





SCHEDULE 12




MAJOR TENANTS



Blue Mountain Commons




     Giant



     Columbus Crossing



     Super Fresh



     Old Navy



     A.G. Moore, Inc #62



Franklin Village




     Stop & Shop



     TJX (Marshall’s)



     Dress Barn 


     Team Fitness



     Raynham CVS, 


     Inc. Jo-Ann Fabrics



     Marshall’s 


     Shaw’s



     Loyal Plaza



     Kmart



     Giant



     Staples



     Eckerd’s



     Western Auto Supply



 









 





     Stop & Shop — Bridgeport



     Stop & Shop



     Sunset Crossing 


     Giant



 









 





SCHEDULE 13

EXISTING SURVEYS



Schedule 13 (i) — Columbus Crossing





	 	•	 	Prepared by Control Point Associates, Inc.
	 
	 	•	 	Issue date — 63.09




Schedule 13 (ii) — Franklin Village





	 	•	 	Prepared by Guerriere & Halnon, Inc.
	 
	 	•	 	Issue date — 9.3.04




Schedule 13 (iii) — Loyal Plaza





	 	•	 	Prepared by Bock & Clark’s National Surveyors Network
	 
	 	•	 	Issue date — 4.9.01 (Revised 4.20.01)




Schedule 13 (iv) — Stop & Shop Plaza





	 	•	 	Prepared by C.T. Male Associates, P.C.
	 
	 	•	 	Issue date — 11.09.06 as revised 02.29.08




Schedule 13 (v) — Blue Mountain Commons





	 	•	 	Prepared by J. Michael Brill & Associates, Inc.
	 
	 	•	 	August 24, 2006




Schedule 13 (vi) — Sunset Crossing





	 	•	 	Prepared by Michael J. Pasonick, Jr., Inc.
	 
	 	•	 	Issue date — 11.7.03




Schedule 13 (vii) — Shaw’s Plaza





	 	•	 	Prepared by Hayward-Boynton & Williams, Inc.
	 
	 	•	 	Issue date — 12.15.05





 









 





SCHEDULE 14: EXCLUDED COMPETITORS




. Acadia Realty Trust

Angelo Gordon

AREA Advisors

ARC

Black Rock

Blackstone

CBRE Investors 

Centro

Cole

Coventry Real Estate Advisors

Crow Holdings

Dividend Capital

DLC

DRA

Edens & Avant

Emmes

Equity One

First Washington Realty, Inc.

Gazit Globe

Global Investors

Hampshire Companies

Harvard Behringer

Heitman

Homburg Invest

NG

Investcorp International

MC/Inland Western, Etc.

JP Morgan

Kimco

Kite Realty

Konover

Kroll

Levin Management Corp,

Lightstone Group

Loeb Partners

Macquarie

Madison Marquette

Millbrook Properties

Morgan Stanley

National. Development

One Liberty

Perella Weinberg

Phillips Edison

Prime Commercial Properties

Ramco Gershenson

RD Capital 

Regency

Retail Opportunity Investments Corp.

Rockpoint

RVG Management

Saul Centers

Scout Capital

Stoltz

Urdang

Urstadt Biddle

Vornado

WP Realty

WS Capital Partners




 









 





SCHEDULE 15 — NET EFFECTIVE RENT




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Square	 	Annualized	 	 
	 	 	Tenant Name	 	Footage	 	Rent	 	Recoveries*
	 
	COLUMBUS CROSSING	 	 	 	 	 	 	 	 	 	 	 	 
	0569-002	 	VACANT
	 	 	4,000	 	 	$	60,000	 	 	Pro-Rata
	0560-002	 	CINGULAR WIRELESS PSC RPA#152
	 	 	3,000	 	 	$	78,000	 	 	Pro-Rata
	0560-004	 	LANE BRYANT, INC #6727
	 	 	8,000	 	 	$	126,000	 	 	Pro-Rata
	0560-005	 	BATH & BODY WORKS, INC. #1560
	 	 	2,560	 	 	$	53,760	 	 	Pro-Rata
	0560-007	 	JOYCE LESLIE, INC #58
	 	 	8,000	 	 	$	158,400	 	 	Pro-Rata
	FRANKLIN VILLAGE	 	 	 	 	 	 	 	 	 	 	 	 
	0700-001	 	TACO BELL #4654
	 	 	2,000	 	 	$	40,000	 	 	Pro-Rata
	0700-002	 	D’ANGELOS
	 	 	2,500	 	 	$	78,625	 	 	Pro-Rata
	0700-003	 	VACANT
	 	 	1,500	 	 	$	37,500	 	 	Pro-Rata
	0700-004	 	RADIO SHACK, #011020
	 	 	2,000	 	 	$	46,000	 	 	Pro-Rata
	0700-005	 	CINGULAR WIRELESS, #3816-AT&T
	 	 	1,857	 	 	$	53,726	 	 	Pro-Rata
	0700-006C	 	STOP AND SHOP
	 	 	6,396	 	 	$	—	 	 	Pro-Rata
	0700-909	 	VILLAGE MALL LIQUORS
	 	 	4,409	 	 	$	110,025	 	 	Pro-Rata
	0700-011	 	BATH & BODY WORKS-42018269
	 	 	2,500	 	 	$	60,000	 	 	Pro-Rata
	0700-012	 	SUPERCUTS, INC,
	 	 	1,500	 	 	$	36,000	 	 	Pro-Rata
	0700-013	 	BANK OF AMERICA-MA6-311
	 	 	2,550	 	 	$	74,538	 	 	Pro-Rata
	0700-013A	 	BANK OF AMERICA (ATM) MA6-311
	 	 	216	 	 	$	43,000	 	 	Pro-Rata
	0700-014	 	OLYMPIA SPORT CENTER INC.
	 	 	3,550	 	 	$	71,000	 	 	Pro-Rata
	0700-015	 	FAMOUS FOOTWEAR #2628
	 	 	7,044	 	 	$	129,500	 	 	Pro-Rata
	0700-017	 	VACANT (APPLEBEES TO VACATE)
	 	 	4,986	 	 	 	n/a	 	 	Pro-Rata
	0700-018	 	ELIZABETH GRADY
	 	 	1,600	 	 	$	41,568	 	 	Pro-Rata
	0700-019	 	GENERAL NUTRITION, #9802
	 	 	1,709	 	 	$	39,307	 	 	Pro-Rata
	070D-020	 	VACANT
	 	 	3,850	 	 	$	66,135	 	 	Pro-Rata
	0700-022	 	GAMESTOP, INC., # 0641
	 	 	2,550	 	 	$	40,500	 	 	Pro-Rata
	0700-024	 	VILLA TRADING CO/TERRAZZA HOME
	 	 	4,949	 	 	$	98,980	 	 	Pro-Rata
	070D-025	 	SALLY’S ALLEY
	 	 	3,000	 	 	$	46,867	 	 	Pro-Rata
	0700-026	 	THE MEN’S WAREHOUSE
	 	 	3,600	 	 	$	86,940	 	 	Pro-Rata
	0700-028	 	EMPIRE VISION CENTERS
	 	 	2,400	 	 	$	59,424	 	 	Pro-Rata
	0700-029	 	CRYSTAL CARD & GIFTS
	 	 	4,949	 	 	$	98,980	 	 	Pro-Rata
	0700-030	 	PAPA GINO’S
	 	 	3,120	 	 	$	86,112	 	 	Pro-Rata
	0700-031	 	LONGHORN STEAKHOUSE
	 	 	6,323	 	 	$	150,171	 	 	Pro-Rata
	0700-032	 	AAA SOUTHERN NEW ENGLAND-6177
	 	 	3,546	 	 	$	81,627	 	 	Pro-Rata
	0700-033	 	FEI YUEITEPPAN
	 	 	3,908	 	 	$	87,930	 	 	Pro-Rata
	0700-035	 	PANERA BREAD
	 	 	3,908	 	 	$	98,697	 	 	Pro-Rata
	0700-036	 	VACANT
	 	 	1,967	 	 	$	39,340	 	 	Pro-Rata
	0700-037	 	L’EQUIPE
	 	 	2,070	 	 	$	53,301	 	 	Pro-Rata
	0700-040	 	PEPPER TERRACE (GODDUCI’S)
	 	 	2,000	 	 	$	47,360	 	 	Pro-Rata
	0700-041	 	SYLVAN LEARNING CENTER
	 	 	3,200	 	 	$	61,600	 	 	Pro-Rata
	0700-042	 	SUN PRO
	 	 	1,600	 	 	$	36,205	 	 	Pro-Rata
	0700-043	 	VOICE BOX
	 	 	1,000	 	 	$	24,325	 	 	Pro-Rata
	0700-044	 	CALIFORNIA NAILS
	 	 	1,000	 	 	$	28,322	 	 	Pro-Rata
	0700-045	 	MAILBOXES (UPS)
	 	 	1,818	 	 	$	17,725	 	 	Pro-Rata
	0700-046	 	BC EXEC REALTY (REMAX)
	 	 	4,000	 	 	$	79,000	 	 	Pro-Rata
	0700-048	 	SMILAGE DENTAL
	 	 	1,600	 	 	$	34,944	 	 	Pro-Rata
	0700-049	 	CEDAR SHOPPING CENTERS OFFICE
	 	 	2,000	 	 	$	—	 	 	Gross
	0700-050	 	CURVES FOR WOMEN
	 	 	2,000	 	 	$	45,020	 	 	Pro-Rata
	0700-0A102	 	APPLEBEES NORTHEAST
	 	 	1,098	 	 	$	28,497	 	 	Gross
	0700-0A103	 	DR. ROBERT GUSHARD-7/08
	 	 	1,593	 	 	$	40,319	 	 	Gross
	0700-0A104	 	MILFORD REGIONAL (PT)
	 	 	3,937	 	 	$	99,488	 	 	Gross
	0700-DA106	 	MARRIOTT MNGT, #2980554
	 	 	3,150	 	 	$	78,231	 	 	Gross
	0700-0A108	 	VACANT
	 	 	2,481	 	 	$	54,582	 	 	Gross






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Square	 	Annualized	 	 
	 	 	Tenant Name	 	Footage	 	Rent	 	Recoveries*
	 
	0700-0A201	 	VACANT (Pending Nurse
Staffing)
	 	 	490	 	 	$	15,597	 	 	Gross
	0700-0A204	 	VACANT
	 	 	2,630	 	 	$	49,970	 	 	Gross
	0700-0A205	 	HORMEL FOODS
	 	 	2,734	 	 	$	81,076	 	 	Gross
	0700-0A208	 	HAWITIORNE SECURITIES CORP
	 	 	841	 	 	$	20,832	 	 	Gross
	0700-0A210	 	DR. JAMILA KHALIL
	 	 	1,500	 	 	$	37,373	 	 	Gross
	0700-0A212	 	CHEMICAL SOLUTIONS
	 	 	846	 	 	$	21,937	 	 	Gross
	0700-03101	 	STRATA BANK-10/08
	 	 	5,023	 	 	$	188,406	 	 	Pro-Rata
	0700-03102	 	JEPSKY AND SACK
	 	 	1,572	 	 	$	42,124	 	 	Gross
	0700-03106	 	DANIEL O’CONNELL’S SONS, INC
	 	 	2,868	 	 	$	67,974	 	 	Gross
	0700-013107	 	VACANT
	 	 	1,285	 	 	$	28,270	 	 	Gross
	0700-03203	 	ARTHUR PAPPAS
	 	 	547'	 	 	$	17,272	 	 	Gross
	0700-03204	 	LOGIC VISION
	 	 	1,156	 	 	$	31,247	 	 	Gross
	0700-03205	 	NEXT LEVEL
	 	 	1,797	 	 	$	53,622	 	 	Gross
	0700-03206	 	SAYLENT TECHNOLOGIES CORP
	 	 	2,448	 	 	$	56,867	 	 	Gross
	0700-03207	 	VACANT
	 	 	1,700	 	 	$	37,400	 	 	Gross
	0700-047	 	CLEANER
	 	 	1,200	 	 	$	24,969	 	 	Pro-Rata
	0700-03103	 	Mentor Planning
	 	 	3,495	 	 	$	80,070	 	 	Gross
	0700-039	 	Jenny Craig
	 	 	2,734	 	 	$	70,538	 	 	Pro-Rata
	0700-013209	 	KENDIG RATCLIFFE
	 	 	1,673	 	 	$	39,190	 	 	Gross
	0700-013301	 	VACANT
	 	 	2,480	 	 	$	54,560	 	 	Gross
	0700-0B302	 	CATALDO LAW OFFICE, LLC
	 	 	2,907	 	 	$	8,238	 	 	Gross
	0700-03305	 	GILMORE REES & CARLSON
	 	 	7,670	 	 	$	262,645	 	 	Gross
	0700-TOWER	 	SPRINT NEXTEL _
	 	 	0	 	 	$	23,087	 	 	Gross
	 
	LOYAL PLAZA	 	 	 	 	 	 	 	 	 	 	 	 
	0600-003	 	RADIO SHACK-012139
	 	 	2,000	 	 	$	46,000	 	 	Pro-Rata
	0600-004	 	RENT-A-CENTER, INC #2096
	 	 	2,500	 	 	$	26,260	 	 	Pro-Rata
	0600-005	 	OLYMPIA SPORT CENTER, INC.
	 	 	4,000	 	 	$	56,000	 	 	Pro-Rata
	0600-009	 	DOLLAR TREE STORES, INC-027
	 	 	9,900	 	 	$	88,110	 	 	Pro-Rata
	0600-010	 	HALLMARK
	 	 	5,000	 	 	$	70,000	 	 	Pro-Rata
	0600-011	 	HOLIDAY HAIR FASHION, #65079
	 	 	1,500	 	 	$	24,750	 	 	Pro-Rata
	0600-013	 	NAIL TRIX, INC
	 	 	2,500	 	 	$	46,000	 	 	Pro-Rata
	0600-014	 	RENT-WAY, INC #04562
	 	 	2,500	 	 	$	45,540	 	 	Pro-Rata
	0600-015	 	SALLY BEAUTY SUPPLY #1033
	 	 	1,280	 	 	$	26,880	 	 	Pm-Rata
	0600-016	 	FASHION BUG #164
	 	 	9,220	 	 	$	82,980	 	 	Pro-Rata
	0600-018	 	PAYLESS SHOESOURCE-4054
	 	 	3,000	 	 	$	54,000	 	 	Pro-Rata
	0600-019	 	MARTIN JENNINGS III
	 	 	1,200	 	 	$	17,760	 	 	Pro-Rata
	0600-020	 	GASPARE SALADINO
	 	 	1,200	 	 	$	24,716	 	 	Pro-Rata
	0600-021	 	JACKSON HEWITT TAX SERVICE
	 	 	1,000	 	 	$	20,500	 	 	Pro-Rata
	0600-022	 	VISION MAX
	 	 	1,600	 	 	$	25,600	 	 	Pro-Rata
	0600-024	 	WILLIAMSPORT NATIONAL BANK
	 	 	6,500	 	 	$	59,930	 	 	Gross
	0600-025	 	GENERAL MILLS RESTURANTS,INC
	 	 	8,355	 	 	$	55,000	 	 	Gross
	0600-026	 	BLOCKBUSTER VIDEO #90435
	 	 	6,000	 	 	$	150,900	 	 	Pro-Rata
	0600.027	 	XUN ZHENG/JINXING YANG plus MTM
	 	 	4,850	 	 	$	69,210	 	 	Pro-Rata
	 
	STOP & SHOP at BRIDGEPORT n/a	 	 	 	 	 	 	 	 	 	 	 	 
	 
	SUNSET CROSSING	 	 	 	 	 	 	 	 	 	 	 	 
	0510-003	 	VACANT
	 	 	6,000	 	 	 	48,000	 	 	Pro-Rata
	0510-003	 	PREMIER TANNING
	 	 	2,000	 	 	$	28,000	 	 	Pro-Rata
	0510-004	 	LI ZHONG ZHU
	 	 	1,495	 	 	$	19,600	 	 	Pro-Rata
	0510-004A	 	BEAUTY NAIL SALON
	 	 	1,505	 	 	$	22,575	 	 	Pro-Rata
	0510-005	 	VACANT
	 	 	2,350	 	 	$	28,200	 	 	Pro-Rata
	0510-006	 	HOLIDAY HAIR #65311
	 	 	1,600	 	 	$	34,647	 	 	Pro-Rata
	0510-007	 	DOLLAR SURPLUS, INC
	 	 	4,860	 	 	$	65,920	 	 	Pro-Rata
	 
	SHAWs PLAZA	 	 	 	 	 	 	 	 	 	 	 	 
	1260-002	 	VACANT
	 	 	4,767	 	 	$	71,505	 	 	Pro-Rata
	1260-002	 	VISION WORKS EXPRESS, INC,
	 	 	1,760	 	 	$	24,077	 	 	Pro-Rata
	1260-003	 	RADIO SHACK #011050
	 	 	3,000	 	 	$	42,000	 	 	Pro-Rata
	1260-004	 	RENNSI CLEANERS
	 	 	2,400	 	 	$	34,500	 	 	Pro-Rata






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Square	 	Annualized	 	 
	 	 	Tenant Name	 	Footage	 	Rent	 	Recoveries*
	 
	1260-005	 	VACANT
	 	 	2,400	 	 	$	48,000	 	 	Pro-Rata
	1260-006	 	REGIS CORPORATION, #75153
	 	 	1,800	 	 	$	30,400	 	 	Pro-Rata
	1260-007	 	VACANT
	 	 	4,000	 	 	$	80,000	 	 	Pro-Rata
	1260-009	 	iPARTY RETAIL STORES
	 	 	9,400	 	 	$	124,362	 	 	Pro-Rata
	1260.010	 	BANK OF AMERICA, #MA6-261
	 	 	3,600	 	 	$	126,788	 	 	Pro-Rata
	1260-010A	 	BANK OF AMERICA (ATM) #MAW-239
	 	 	504	 	 	$	19,000	 	 	Gross
	1260-012	 	SOVEREIGN BANK #0706
	 	 	2,274	 	 	$	73,442	 	 	Pro-Rata
	1260-013	 	VACANT (PANERA BREAD PENDING)
	 	 	4,000	 	 	$	120,000	 	 	Pro-Rata
	1260-016	 	MA SOUTHERN NE
	 	 	3,200	 	 	$	56,800	 	 	Pro-Rata
	1260-017	 	DRESS BARN
	 	 	9,100	 	 	$	100,000	 	 	      Gross
	1260-018	 	GAME STOP, #2414-2/09
	 	 	1,537	 	 	$	27,906	 	 	Pro-Rata
	1260-OTPCL	 	NEXTEL #MA1901
	 	 	667	 	 	$	6,000	 	 	Gross
	 







 




			
	*	 	Certain CAM caps may apply based on existing lease;










 









 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	VACANCIES	 	 	 	 	 	 	 	 	 	 	 	 
	Retail	 	 	 	 	 	 	 	 	 	Sunset
	 	 	 	 	<1,000 sf
	 	$	25.00	 	 	Pro-Rata	 	 	 	 
	 	 	 	 	1,000 sf to 2,500 sf
	 	$	20.00	 	 	Pro-Rata	 	$	12.00	 
	 	 	 	 	2,500 sf to 5,000 sf
	 	$	15.00	 	 	Pro-Rata	 	$	10.00	 
	 	 	 	 	5,000 sf to 7,500 sf
	 	$	10.00	 	 	Pro-Rata	 	$	8.00	 
	 	 	 	 	7,500 sf to 10,000 sf
	 	$	7.50	 	 	Pro-Rata	 	 	 	 
	Office	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	<1,000 sf
	 	$	25.00	 	 	Gross	 	 	 	 
	 	 	 	 	1,000 sf to 2,500 sf
	 	$	22.00	 	 	Gross	 	 	 	 
	 	 	 	 	2,500 sf to 5,000 sf
	 	$	19.00	 	 	Gross	 	 	 	 
	 	 	 	 	5,000 sf to 7,500 sf
	 	$	16.00	 	 	Gross	 	 	 	 
	 	 	 	 	7,500 sf to 10,000 sf
	 	$	13.00	 	 	Gross