exv10w1






Exhibit 10.1




EXECUTION COPY




$265,000,000




AMENDED AND RESTATED LOAN AGREEMENT



Dated as of November 10, 2009



among



CEDAR SHOPPING CENTERS PARTNERSHIP, L.P.

as Borrower



THE LENDERS FROM TIME TO TIME PARTY HERETO



BANK OF AMERICA, N.A.

as Administrative Agent



KEYBANK NATIONAL ASSOCIATION

as Syndication Agent



MANUFACTURERS AND TRADERS TRUST COMPANY AND

REGIONS BANK

as Co-Documentation Agents



and



BANC OF AMERICA SECURITIES LLC,

KEYBANC CAPITAL MARKETS,

MANUFACTURERS AND TRADERS TRUST COMPANY AND

REGIONS CAPITAL MARKETS

as Lead Arrangers



 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Page	 
	1.	 	DEFINITIONS	 	 	1	 
	 	 	1.1	 	Defined Terms	 	 	1	 
	 	 	1.2	 	Other Interpretive Provisions	 	 	30	 
	 	 	1.3	 	Accounting Terms	 	 	31	 
	 	 	1.4	 	Rounding	 	 	32	 
	 	 	1.5	 	Times of Day	 	 	32	 
	 	 	1.6	 	Letter of Credit Amounts	 	 	32	 
	 
	 	 	 	 	 	 	 	 	 	 
	2.	 	LOAN PROVISIONS	 	 	32	 
	 	 	2.1	 	General Loan Provisions	 	 	32	 
	 
	 	 	 	2.1.1	 	Limit	 	 	32	 
	 
	 	 	 	2.1.2	 	Procedures and Limits	 	 	34	 
	 
	 	 	 	2.1.3	 	Funding Procedures	 	 	34	 
	 	 	2.2	 	Term of Loan	 	 	35	 
	 
	 	 	 	2.2.1	 	Extension of Maturity	 	 	35	 
	 
	 	 	 	2.2.2	 	Termination/Reduction of Commitments	 	 	36	 
	 	 	2.3	 	Interest Rate and Payment Terms	 	 	37	 
	 
	 	 	 	2.3.1	 	Borrower’s Options	 	 	37	 
	 
	 	 	 	2.3.2	 	Selection To Be Made	 	 	37	 
	 
	 	 	 	2.3.3	 	Notice	 	 	37	 
	 
	 	 	 	2.3.4	 	If No Notice	 	 	38	 
	 
	 	 	 	2.3.5	 	Telephonic Notice	 	 	38	 
	 
	 	 	 	2.3.6	 	Limits On Options	 	 	38	 
	 
	 	 	 	2.3.7	 	Payment and Calculation of Interest	 	 	38	 
	 
	 	 	 	2.3.8	 	Mandatory Principal Payments	 	 	38	 
	 
	 	 	 	2.3.9	 	Prepayment	 	 	39	 
	 
	 	 	 	2.3.10	 	Maturity	 	 	39	 
	 
	 	 	 	2.3.11	 	Method of Payment; Date of Credit; Administrative Agent’s Clawback	 	 	39	 
	 
	 	 	 	2.3.12	 	Billings	 	 	41	 
	 
	 	 	 	2.3.13	 	Default Rate	 	 	41	 
	 
	 	 	 	2.3.14	 	Late Charges	 	 	41	 
	 
	 	 	 	2.3.15	 	Breakage Fees	 	 	42	 
	 	 	2.4	 	Loan Fees	 	 	42	 
	 
	 	 	 	2.4.1	 	Loan Fees	 	 	42	 
	 
	 	 	 	2.4.2	 	Line Fee	 	 	42	 
	 	 	2.5	 	[Reserved]	 	 	42	 
	 	 	2.6	 	Additional Provisions Related to Interest Rate Selection	 	 	43	 
	 
	 	 	 	2.6.1	 	Increased Costs	 	 	43	 
	 
	 	 	 	2.6.2	 	Capital Requirements	 	 	43	 
	 
	 	 	 	2.6.3	 	Illegality	 	 	44	 
	 
	 	 	 	2.6.4	 	Availability	 	 	44	 
	 
	 	 	 	2.6.5	 	Base Rate Advances	 	 	44	 






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	 	 	 	2.6.6	 	Delay in Requests	 	 	44	 
	 
	 	 	 	2.6.7	 	Mitigation	 	 	45	 
	 
	 	 	 	2.6.8	 	Survival	 	 	45	 
	 	 	2.7	 	Letters of Credit	 	 	45	 
	 
	 	 	 	2.7.1	 	The Letter of Credit Commitment	 	 	45	 
	 
	 	 	 	2.7.2	 	Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit	 	 	47	 
	 
	 	 	 	2.7.3	 	Drawings and Reimbursements; Funding of Participations	 	 	50	 
	 
	 	 	 	2.7.4	 	Repayment of Participations	 	 	51	 
	 
	 	 	 	2.7.5	 	Obligations Absolute	 	 	52	 
	 
	 	 	 	2.7.6	 	Role of L/C Issuer	 	 	53	 
	 
	 	 	 	2.7.7	 	Cash Collateral	 	 	53	 
	 
	 	 	 	2.7.8	 	Applicability of ISP	 	 	54	 
	 
	 	 	 	2.7.9	 	Letter of Credit Fees	 	 	54	 
	 
	 	 	 	2.7.10	 	Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer	 	 	54	 
	 
	 	 	 	2.7.11	 	Conflict with Issuer Documents	 	 	55	 
	 
	 	 	 	2.7.12	 	Letters of Credit Issued for Borrower Subsidiaries	 	 	55	 
	 
	 	 	 	2.7.13	 	Amount	 	 	55	 
	 	 	2.8	 	Taxes	 	 	55	 
	 
	 	 	 	2.8.1	 	Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes	 	 	55	 
	 
	 	 	 	2.8.2	 	Payment of Other Taxes by the Borrower	 	 	56	 
	 
	 	 	 	2.8.3	 	Tax Indemnifications	 	 	56	 
	 
	 	 	 	2.8.4	 	Evidence of Payments	 	 	57	 
	 
	 	 	 	2.8.5	 	Status of Lenders; Tax Documentation	 	 	57	 
	 
	 	 	 	2.8.6	 	Treatment of Certain Refunds	 	 	59	 
	 
	 	 	 	 	 	 	 	 	 	 
	3.	 	SECURITY FOR THE LOAN; LOAN AND SECURITY DOCUMENTS	 	 	59	 
	 	 	3.1	 	Security	 	 	59	 
	 
	 	 	 	3.1.1	 	Mortgage/Deed of Trust and Security Agreement	 	 	59	 
	 
	 	 	 	3.1.2	 	Collateral Assignment of Leases and Rents	 	 	61	 
	 
	 	 	 	3.1.3	 	Collateral Assignment of Contracts	 	 	61	 
	 
	 	 	 	3.1.4	 	Guaranties	 	 	61	 
	 
	 	 	 	3.1.5	 	Environmental Compliance and Indemnification Agreement	 	 	61	 
	 
	 	 	 	3.1.6	 	Ownership Interest and Inter-Company Loan Pledge	 	 	61	 
	 
	 	 	 	3.1.7	 	Additional Documents	 	 	62	 
	 	 	3.2	 	Loan Documents and Security Documents	 	 	62	 
	 	 	3.3	 	Removal of Individual Property as a Borrowing Base Property — Borrower	 	 	62	 
	 
	 	 	 	3.3.1	 	Borrowing Base Compliance	 	 	62	 
	 
	 	 	 	3.3.2	 	Financial Covenant Compliance	 	 	62	 
	 
	 	 	 	3.3.3	 	No Default Upon Release	 	 	63	 
	 
	 	 	 	3.3.4	 	No Default Prior to Release	 	 	63	 
	 
	 	 	 	3.3.5	 	[Reserved]	 	 	63	 
	 
	 	 	 	3.3.6	 	Payment of Fees	 	 	63	 
	 	 	3.4	 	Removal of Individual Property as a Borrowing Base Property — Administrative Agent	 	 	64	 






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	 	 	 	 	 	 	 	 	Page	 
	 
	 	 	 	3.4.1	 	Removal Criteria	 	 	64	 
	 
	 	 	 	3.4.2	 	[Reserved]	 	 	64	 
	 
	 	 	 	3.4.3	 	Release by Administrative Agent	 	 	64	 
	 	 	3.5	 	Additional Borrowing Base Property	 	 	65	 
	 
	 	 	 	 	 	 	 	 	 	 
	4.	 	CONTINUING AUTHORITY OF AUTHORIZED OFFICERS	 	 	65	 
	 
	 	 	 	 	 	 	 	 	 	 
	5.	 	CONDITIONS PRECEDENT	 	 	66	 
	 	 	5.1	 	Closing Loan and Funding Initial Loan Advance	 	 	66	 
	 
	 	 	 	5.1.1	 	Satisfactory Loan Documents	 	 	66	 
	 
	 	 	 	5.1.2	 	Financial Information; No Material Change	 	 	66	 
	 
	 	 	 	5.1.3	 	Representations and Warranties Accurate	 	 	66	 
	 
	 	 	 	5.1.4	 	Validity and Sufficiency of Security Documents	 	 	67	 
	 
	 	 	 	5.1.5	 	Litigation	 	 	67	 
	 
	 	 	 	5.1.6	 	Formation Documents and Entity Agreements	 	 	67	 
	 
	 	 	 	5.1.7	 	Compliance With Law	 	 	68	 
	 
	 	 	 	5.1.8	 	Compliance With Financial Covenants	 	 	68	 
	 
	 	 	 	5.1.9	 	Borrowing Base Property Due Diligence	 	 	68	 
	 
	 	 	 	5.1.10	 	Condition of Property	 	 	68	 
	 
	 	 	 	5.1.11	 	Insurance	 	 	68	 
	 
	 	 	 	5.1.12	 	Third Party Consents and Agreements	 	 	68	 
	 
	 	 	 	5.1.13	 	Legal and other Opinions	 	 	68	 
	 
	 	 	 	5.1.14	 	No Default	 	 	69	 
	 	 	5.2	 	Conditions to all Credit Extensions	 	 	69	 
	 
	 	 	 	5.2.1	 	Representations and Warranties	 	 	69	 
	 
	 	 	 	5.2.2	 	No Default	 	 	70	 
	 
	 	 	 	5.2.3	 	Financial Covenant Compliance	 	 	70	 
	 
	 	 	 	5.2.4	 	Loan Notice	 	 	70	 
	 
	 	 	 	 	 	 	 	 	 	 
	6.	 	REPRESENTATIONS AND WARRANTIES	 	 	70	 
	 	 	6.1	 	Formation	 	 	70	 
	 	 	6.2	 	Proceedings; Enforceability	 	 	70	 
	 	 	6.3	 	Conflicts	 	 	71	 
	 	 	6.4	 	Ownership and Taxpayer Identification Numbers	 	 	71	 
	 	 	6.5	 	Litigation	 	 	71	 
	 	 	6.6	 	Information	 	 	71	 
	 	 	6.7	 	Taxes	 	 	72	 
	 	 	6.8	 	Financial Information	 	 	72	 
	 	 	6.9	 	Control Provisions	 	 	72	 
	 	 	6.10	 	Formation Documents	 	 	72	 
	 	 	6.11	 	Bankruptcy Filings	 	 	72	 
	 	 	6.12	 	Investment Company	 	 	72	 
	 	 	6.13	 	[Reserved]	 	 	72	 
	 	 	6.14	 	Borrowing Base Properties	 	 	72	 
	 
	 	 	 	6.14.1	 	Licenses and Permits	 	 	72	 
	 
	 	 	 	6.14.2	 	Ownership	 	 	73	 
	 
	 	 	 	6.14.3	 	Environmental Matters	 	 	73	 






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	 	 	 	 	 	 	 	 	Page	 
	 
	 	 	 	6.14.4	 	Leases	 	 	74	 
	 
	 	 	 	6.14.5	 	Ground Lease	 	 	74	 
	 	 	6.15	 	Margin Regulations; Use of Proceeds	 	 	74	 
	 	 	6.16	 	Insurance	 	 	74	 
	 	 	6.17	 	Deferred Compensation and ERISA	 	 	75	 
	 	 	6.18	 	[Reserved]	 	 	75	 
	 	 	6.19	 	No Default	 	 	75	 
	 	 	6.20	 	Governmental Authorizations; Other Consents	 	 	75	 
	 	 	6.21	 	Qualification as a REIT	 	 	75	 
	 	 	6.22	 	Compliance with Laws	 	 	75	 
	 	 	6.23	 	Property Matters	 	 	75	 
	 
	 	 	 	6.23.1	 	Major Leases	 	 	75	 
	 
	 	 	 	6.23.2	 	Borrowing Base Properties	 	 	75	 
	 
	 	 	 	6.23.3	 	Flood Hazard	 	 	76	 
	 	 	6.24	 	Solvency	 	 	76	 
	 
	 	 	 	 	 	 	 	 	 	 
	7.	 	AFFIRMATIVE COVENANTS	 	 	76	 
	 	 	7.1	 	Notices	 	 	76	 
	 	 	7.2	 	Financial Statements; Reports; Officer’s Certificates	 	 	76	 
	 
	 	 	 	7.2.1	 	Annual Statements	 	 	76	 
	 
	 	 	 	7.2.2	 	Periodic Statements	 	 	77	 
	 
	 	 	 	7.2.3	 	Borrowing Base Property Reports	 	 	77	 
	 
	 	 	 	7.2.4	 	SEC Reports	 	 	78	 
	 
	 	 	 	7.2.5	 	Compliance Certificates	 	 	78	 
	 
	 	 	 	7.2.6	 	Data Requested	 	 	78	 
	 
	 	 	 	7.2.7	 	Tax Returns	 	 	78	 
	 
	 	 	 	7.2.8	 	Lease Notices	 	 	78	 
	 
	 	 	 	7.2.9	 	Ground Lessor Interest Notices	 	 	78	 
	 
	 	 	 	7.2.10	 	Entity Notices	 	 	79	 
	 
	 	 	 	7.2.11	 	Property Acquisition or Sale	 	 	79	 
	 
	 	 	 	7.2.12	 	Property Finance	 	 	79	 
	 
	 	 	 	7.2.13	 	Notice of Litigation	 	 	79	 
	 	 	7.3	 	Existence	 	 	80	 
	 	 	7.4	 	Payment of Taxes	 	 	80	 
	 	 	7.5	 	Insurance; Casualty, Taking	 	 	80	 
	 
	 	 	 	7.5.1	 	General Insurance Requirements	 	 	80	 
	 
	 	 	 	7.5.2	 	Excess Insurance Coverage	 	 	81	 
	 
	 	 	 	7.5.3	 	Payment of Premiums	 	 	81	 
	 
	 	 	 	7.5.4	 	Notice of Damage	 	 	81	 
	 	 	7.6	 	Inspection	 	 	81	 
	 	 	7.7	 	Loan Documents	 	 	81	 
	 	 	7.8	 	Further Assurances	 	 	82	 
	 	 	7.9	 	Books and Records	 	 	82	 
	 	 	7.10	 	Business and Operations	 	 	82	 
	 	 	7.11	 	Title	 	 	82	 
	 	 	7.12	 	Estoppel	 	 	83	 
	 	 	7.13	 	ERISA	 	 	83	 






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	 	 	 	 	 	 	 	 	Page	 
	 	 	7.14	 	[Reserved]	 	 	84	 
	 	 	7.15	 	Costs and Expenses	 	 	84	 
	 	 	7.16	 	Appraisals	 	 	84	 
	 
	 	 	 	7.16.1	 	Appraisal	 	 	84	 
	 
	 	 	 	7.16.2	 	Costs of Appraisal	 	 	84	 
	 	 	7.17	 	Indemnification	 	 	84	 
	 	 	7.18	 	Leasing Matters	 	 	84	 
	 	 	7.19	 	[Reserved]	 	 	85	 
	 	 	7.20	 	Leverage Ratio	 	 	85	 
	 	 	7.21	 	Fixed Charge Ratio	 	 	85	 
	 	 	7.22	 	Net Worth	 	 	85	 
	 	 	7.23	 	Borrowing Base Property Covenants	 	 	85	 
	 
	 	 	 	7.23.1	 	Occupancy Ratio	 	 	85	 
	 
	 	 	 	7.23.2	 	Retail Center	 	 	85	 
	 
	 	 	 	7.23.3	 	Business Strategy	 	 	85	 
	 
	 	 	 	7.23.4	 	Estoppels and SNDA Agreements	 	 	85	 
	 
	 	 	 	7.23.5	 	Title Insurance	 	 	86	 
	 	 	7.24	 	Variable Rate Debt	 	 	86	 
	 	 	7.25	 	Replacement Documentation	 	 	86	 
	 	 	7.26	 	Maintenance of REIT Status	 	 	86	 
	 	 	7.27	 	The Lenders’ Consultants	 	 	86	 
	 
	 	 	 	7.27.1	 	Right to Employ	 	 	86	 
	 
	 	 	 	7.27.2	 	Functions	 	 	86	 
	 
	 	 	 	7.27.3	 	Payment	 	 	86	 
	 
	 	 	 	7.27.4	 	Access	 	 	86	 
	 
	 	 	 	7.27.5	 	No Liability	 	 	87	 
	 	 	7.28	 	Payment of Obligations	 	 	87	 
	 	 	7.29	 	Compliance with Laws	 	 	87	 
	 	 	7.30	 	SNDA and Estoppels for Existing Borrowing Base Properties	 	 	87	 
	 
	 	 	 	 	 	 	 	 	 	 
	8.	 	NEGATIVE COVENANTS	 	 	87	 
	 	 	8.1	 	No Changes to the Borrower and other Loan Parties	 	 	87	 
	 	 	8.2	 	Restrictions on Liens	 	 	88	 
	 
	 	 	 	8.2.1	 	Administrative Agent’s Liens	 	 	88	 
	 
	 	 	 	8.2.2	 	Permitted Debt	 	 	88	 
	 
	 	 	 	8.2.3	 	Tax Liens	 	 	88	 
	 
	 	 	 	8.2.4	 	Judgment Liens	 	 	88	 
	 
	 	 	 	8.2.5	 	Personal Property Liens	 	 	89	 
	 
	 	 	 	8.2.6	 	L/C Issuer Liens	 	 	89	 
	 	 	8.3	 	Consolidations, Mergers, Sales of Assets, Issuance and Sale of Equity	 	 	89	 
	 
	 	 	 	8.3.1	 	Transfers	 	 	89	 
	 
	 	 	 	8.3.2	 	Non-Loan Parties	 	 	89	 
	 
	 	 	 	8.3.3	 	Loan Parties	 	 	89	 
	 
	 	 	 	8.3.4	 	Borrowing Base Properties	 	 	89	 
	 
	 	 	 	8.3.5	 	Leases	 	 	89	 
	 
	 	 	 	8.3.6	 	Property Transfers	 	 	90	 
	 
	 	 	 	8.3.7	 	Ordinary Course	 	 	90	 






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	 	 	 	 	 	 	 	 	Page	 
	 
	 	 	 	8.3.8	 	With Consent	 	 	90	 
	 
	 	 	 	8.3.9	 	Permitted Investments	 	 	90	 
	 
	 	 	 	8.3.10	 	Equity Issuances	 	 	90	 
	 
	 	 	 	8.3.11	 	Merger of Loan Parties	 	 	90	 
	 
	 	 	 	8.3.12	 	Cedar-Riverview	 	 	90	 
	 
	 	 	 	8.3.13	 	Cedar-Revere	 	 	90	 
	 	 	8.4	 	Restrictions on Debt	 	 	90	 
	 
	 	 	 	8.4.1	 	Debt under this Agreement	 	 	91	 
	 
	 	 	 	8.4.2	 	KeyBank Facility Debt	 	 	91	 
	 
	 	 	 	8.4.3	 	Individual Property Debt	 	 	91	 
	 
	 	 	 	8.4.4	 	Nonrecourse Debt	 	 	91	 
	 
	 	 	 	8.4.5	 	Ordinary Course	 	 	91	 
	 
	 	 	 	8.4.6	 	Capital Leases	 	 	91	 
	 
	 	 	 	8.4.7	 	Cross-Collateralized Debt	 	 	91	 
	 
	 	 	 	8.4.8	 	Other Unsecured Debt	 	 	91	 
	 
	 	 	 	8.4.9	 	Other Debt	 	 	91	 
	 	 	8.5	 	Other Business	 	 	91	 
	 	 	8.6	 	Change of Control	 	 	91	 
	 	 	8.7	 	Forgiveness of Debt	 	 	92	 
	 	 	8.8	 	Affiliate Transactions	 	 	92	 
	 	 	8.9	 	ERISA	 	 	92	 
	 	 	8.10	 	Bankruptcy Filings	 	 	92	 
	 	 	8.11	 	Investment Company	 	 	92	 
	 	 	8.12	 	[Reserved]	 	 	92	 
	 	 	8.13	 	Use of Proceeds	 	 	92	 
	 	 	8.14	 	Distributions	 	 	92	 
	 	 	8.15	 	Restrictions on Investments	 	 	92	 
	 	 	8.16	 	Negative Pledges, etc.	 	 	93	 
	 	 	8.17	 	Other Covenants	 	 	93	 
	 	 	8.18	 	Swap Contracts	 	 	93	 
	 
	 	 	 	 	 	 	 	 	 	 
	9.	 	SPECIAL PROVISIONS	 	 	93	 
	 	 	9.1	 	Legal Requirements	 	 	93	 
	 	 	9.2	 	Limited Recourse Provisions	 	 	94	 
	 
	 	 	 	9.2.1	 	Borrower Fully Liable	 	 	94	 
	 
	 	 	 	9.2.2	 	Certain Non-Recourse	 	 	94	 
	 
	 	 	 	9.2.3	 	Additional Matters	 	 	94	 
	 	 	9.3	 	Payment of Obligations	 	 	94	 
	 
	 	 	 	 	 	 	 	 	 	 
	10.	 	EVENTS OF DEFAULT	 	 	95	 
	 	 	10.1	 	Default and Events of Default	 	 	95	 
	 
	 	 	 	10.1.1	 	Failure to Pay the Loan	 	 	95	 
	 
	 	 	 	10.1.2	 	Failure to Make Other Payments	 	 	95	 
	 
	 	 	 	10.1.3	 	Security Documents and Other Loan Documents	 	 	95	 
	 
	 	 	 	10.1.4	 	Default under Other Agreements	 	 	95	 
	 
	 	 	 	10.1.5	 	Representations and Warranties	 	 	96	 
	 
	 	 	 	10.1.6	 	Affirmative Covenants	 	 	96	 






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	 	 	 	 	 	 	 	 	Page	 
	 
	 	 	 	10.1.7	 	Negative Covenants	 	 	96	 
	 
	 	 	 	10.1.8	 	Financial Status and Insolvency	 	 	96	 
	 
	 	 	 	10.1.9	 	Loan Documents	 	 	97	 
	 
	 	 	 	10.1.10	 	Judgments	 	 	97	 
	 
	 	 	 	10.1.11	 	ERISA	 	 	97	 
	 
	 	 	 	10.1.12	 	Change of Control	 	 	97	 
	 
	 	 	 	10.1.13	 	Indictment; Forfeiture	 	 	97	 
	 
	 	 	 	10.1.14	 	Generally	 	 	98	 
	 	 	10.2	 	Grace Periods and Notice	 	 	98	 
	 
	 	 	 	10.2.1	 	No Notice or Grace Period	 	 	98	 
	 
	 	 	 	10.2.2	 	Nonpayment of Interest	 	 	98	 
	 
	 	 	 	10.2.3	 	Other Monetary Defaults	 	 	98	 
	 
	 	 	 	10.2.4	 	Nonmonetary Defaults Capable of Cure	 	 	98	 
	 
	 	 	 	10.2.5	 	Borrowing Base Property Defaults	 	 	98	 
	 
	 	 	 	 	 	 	 	 	 	 
	11.	 	REMEDIES	 	 	99	 
	 	 	11.1	 	Remedies	 	 	99	 
	 
	 	 	 	11.1.1	 	Accelerate Debt	 	 	99	 
	 
	 	 	 	11.1.2	 	Collateralize Letters of Credit	 	 	99	 
	 
	 	 	 	11.1.3	 	Pursue Remedies	 	 	99	 
	 	 	11.2	 	Distribution of Liquidation Proceeds	 	 	99	 
	 	 	11.3	 	Power of Attorney	 	 	100	 
	 
	 	 	 	 	 	 	 	 	 	 
	12.	 	SECURITY INTEREST AND SET-OFF	 	 	100	 
	 	 	12.1	 	Security Interest	 	 	100	 
	 	 	12.2	 	Set-Off/Sharing of Payments	 	 	101	 
	 	 	12.3	 	Right to Freeze	 	 	101	 
	 	 	12.4	 	Additional Rights	 	 	102	 
	 
	 	 	 	 	 	 	 	 	 	 
	13.	 	THE ADMINISTRATIVE AGENT AND THE LENDERS	 	 	102	 
	 	 	13.1	 	Rights, Duties and Immunities of the Administrative Agent	 	 	102	 
	 
	 	 	 	13.1.1	 	Appointment of Administrative Agent	 	 	102	 
	 
	 	 	 	13.1.2	 	No Other Duties, Etc.	 	 	102	 
	 
	 	 	 	13.1.3	 	Delegation of Duties	 	 	102	 
	 
	 	 	 	13.1.4	 	Exculpatory Provisions	 	 	102	 
	 
	 	 	 	13.1.5	 	Reliance by Administrative Agent	 	 	103	 
	 
	 	 	 	13.1.6	 	Notice of Default	 	 	104	 
	 
	 	 	 	13.1.7	 	Lenders’ Credit Decisions	 	 	104	 
	 
	 	 	 	13.1.8	 	Administrative Agent’s Reimbursement and Indemnification	 	 	104	 
	 
	 	 	 	13.1.9	 	Administrative Agent in its Individual Capacity	 	 	104	 
	 
	 	 	 	13.1.10	 	Successor Administrative Agent	 	 	105	 
	 
	 	 	 	13.1.11	 	Administrative Agent May File Proofs of Claim	 	 	106	 
	 
	 	 	 	13.1.12	 	Collateral and Guaranty Matters	 	 	107	 
	 	 	13.2	 	Respecting Loans and Payments	 	 	107	 
	 
	 	 	 	13.2.1	 	Adjustments	 	 	107	 
	 
	 	 	 	13.2.2	 	Setoff	 	 	107	 
	 
	 	 	 	13.2.3	 	Distribution by the Administrative Agent	 	 	108	 






vii









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Page	 
	 
	 	 	 	13.2.4	 	Defaulting Lender	 	 	108	 
	 
	 	 	 	13.2.5	 	Holders	 	 	109	 
	 	 	13.3	 	Assignments by Lenders	 	 	109	 
	 
	 	 	 	13.3.1	 	Successors and Assigns Generally	 	 	109	 
	 
	 	 	 	13.3.2	 	Assignments by Lenders	 	 	109	 
	 
	 	 	 	13.3.3	 	Register	 	 	111	 
	 
	 	 	 	13.3.4	 	Participations	 	 	112	 
	 
	 	 	 	13.3.5	 	Limitations upon Participant Rights	 	 	112	 
	 
	 	 	 	13.3.6	 	Certain Pledges	 	 	112	 
	 
	 	 	 	13.3.7	 	Resignation as L/C Issuer after Assignment	 	 	113	 
	 	 	13.4	 	Administrative Matters	 	 	113	 
	 
	 	 	 	13.4.1	 	Amendment, Waiver, Consent, Etc.	 	 	113	 
	 
	 	 	 	13.4.2	 	Deemed Consent or Approval	 	 	114	 
	 
	 	 	 	 	 	 	 	 	 	 
	14.	 	CASUALTY AND TAKING	 	 	115	 
	 	 	14.1	 	Casualty or Taking; Obligation To Repair	 	 	115	 
	 	 	14.2	 	Adjustment of Claims	 	 	115	 
	 	 	14.3	 	Payment and Application of Insurance Proceeds and Condemnation Awards	 	 	115	 
	 
	 	 	 	14.3.1	 	Insurance Proceeds	 	 	115	 
	 
	 	 	 	14.3.2	 	Release of Funds	 	 	116	 
	 
	 	 	 	14.3.3	 	Conditions	 	 	116	 
	 	 	14.4	 	Conditions To Release of Insurance Proceeds	 	 	117	 
	 	 	14.5	 	Consultants	 	 	118	 
	 	 	14.6	 	Final Payments	 	 	118	 
	 	 	14.7	 	Lease Provisions	 	 	118	 
	 	 	14.8	 	No Default	 	 	118	 
	 
	 	 	 	 	 	 	 	 	 	 
	15.	 	GENERAL PROVISIONS	 	 	118	 
	 	 	15.1	 	Notices	 	 	118	 
	 	 	15.2	 	Interest Rate Limitation	 	 	120	 
	 	 	15.3	 	[Reserved]	 	 	121	 
	 	 	15.4	 	[Reserved]	 	 	121	 
	 	 	15.5	 	Parties Bound	 	 	121	 
	 	 	15.6	 	Governing Law; Consent to Jurisdiction; Mutual Waiver of Jury Trial	 	 	121	 
	 
	 	 	 	15.6.1	 	GOVERNING LAW	 	 	121	 
	 
	 	 	 	15.6.2	 	SUBMISSION TO JURISDICTION	 	 	122	 
	 
	 	 	 	15.6.3	 	WAIVER OF VENUE	 	 	122	 
	 
	 	 	 	15.6.4	 	SERVICE OF PROCESS	 	 	122	 
	 
	 	 	 	15.6.5	 	WAIVER OF JURY TRIAL	 	 	122	 
	 	 	15.7	 	Survival	 	 	123	 
	 	 	15.8	 	Cumulative Rights	 	 	123	 
	 	 	15.9	 	Expenses; Indemnity; Damage Waiver	 	 	123	 
	 
	 	 	 	15.9.1	 	Costs and Expenses	 	 	123	 
	 
	 	 	 	15.9.2	 	Indemnification by the Borrower	 	 	124	 
	 
	 	 	 	15.9.3	 	Reimbursement by Lenders	 	 	124	 
	 
	 	 	 	15.9.4	 	Waiver of Consequential Damages,
Etc.	 	 	125	 
	 
	 	 	 	15.9.5	 	Payments	 	 	125	 






viii









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Page	 
	 
	 	 	 	15.9.6	 	Survival	 	 	125	 
	 	 	15.10	 	Regarding Consents	 	 	125	 
	 	 	15.11	 	Obligations Absolute	 	 	125	 
	 	 	15.12	 	Table of Contents, Title and Headings	 	 	125	 
	 	 	15.13	 	Counterparts	 	 	126	 
	 	 	15.14	 	Satisfaction of Commitment Letter	 	 	126	 
	 	 	15.15	 	Time Of the Essence	 	 	126	 
	 	 	15.16	 	No Oral Change	 	 	126	 
	 	 	15.17	 	Monthly Statements	 	 	126	 
	 	 	15.18	 	No Advisory or Fiduciary Responsibility	 	 	126	 
	 	 	15.19	 	USA PATRIOT Act	 	 	127	 
	 	 	15.20	 	Treatment of Certain Information; Confidentiality	 	 	127	 
	 	 	15.21	 	Amendment and Restatement of Existing Loan Agreement	 	 	128	 







ix











 





SCHEDULES




	 	 	 
	Schedule 1.1(a)

	 	Lenders’ Commitment
	 
	 	 
	Schedule 1.1(b)

	 	Existing Letters of Credit
	 
	 	 
	Schedule 3.3.7

	 	Theater Parcel Description
	 
	 	 
	Schedule 4

	 	Authorized Officers
	 
	 	 
	Schedule 5.1

	 	Existing Borrowing Base Properties Documents
	 
	 	 
	Schedule 5.1.11

	 	Required Property, Hazard and Other Insurance
	 
	 	 
	Schedule 6.4

	 	Ownership Interests and Taxpayer Identification Numbers
	 
	 	 
	Schedule 6.14.2

	 	Borrowing Base Properties
	 
	 	 
	Schedule 6.14.5

	 	Ground Leases
	 
	 	 
	Schedule 6.23.1

	 	Major Leases
	 
	 	 
	Schedule 15.1

	 	Notices






x









 






EXHIBITS




	 	 	 	 	 
	Exhibit A

	 	—
	 	Form of Loan Notice
	 
	 	 	 	 
	Exhibit B

	 	—
	 	Form of Note
	 
	 	 	 	 
	Exhibit C

	 	—
	 	Form of Compliance Certificate
	 
	 	 	 	 
	Exhibit D

	 	—
	 	Form of Assignment and Assumption
	 
	 	 	 	 
	Exhibit E

	 	—
	 	Form of Estoppel Certificate
	 
	 	 	 	 
	Exhibit F

	 	—
	 	Form of Closing Compliance Certificate
	 
	 	 	 	 
	Exhibit G

	 	—
	 	Form of Guaranty Agreement
	 
	 	 	 	 
	Exhibit H

	 	—
	 	Form of Environmental Indemnity Agreement
	 
	 	 	 	 
	Exhibit I

	 	—
	 	Form of Pledge and Security Agreement
	 
	 	 	 	 
	Exhibit J

	 	—
	 	Form of Cash Flow Projections
	 
	 	 	 	 
	Exhibit K

	 	—
	 	Form of Mortgage / Deed of Trust
	 
	 	 	 	 
	Exhibit L

	 	—
	 	Form of Assignment of Leases and Rents
	 
	 	 	 	 
	Exhibit M

	 	—
	 	Form of Collateral Assignment of Contracts
	 
	 	 	 	 
	Exhibit N

	 	—
	 	Form of Consent







xi











 





AMENDED AND RESTATED LOAN AGREEMENT




     This agreement (this “Loan Agreement” or “Agreement”) is made and entered into
as of November 10, 2009, by and between CEDAR SHOPPING CENTERS PARTNERSHIP, L.P., a Delaware
limited partnership (the “Borrower”), the several banks and other financial institutions as
are, or may from time to time become parties to this Agreement (each a “Lender” and
collectively, the “Lenders”), BANK OF AMERICA, N.A., as administrative agent for the
Lenders (the “Administrative Agent”), KEYBANK NATIONAL ASSOCIATION, as syndication agent
(the “Syndication Agent”) and MANUFACTURERS AND TRADERS TRUST COMPANY and REGIONS BANK as
co-documentation agents (collectively, the “Co-Documentation Agents”).



WITNESSETH:




     WHEREAS, the Borrower is party to that certain Loan Agreement, dated as of January 30, 2004
(as amended from time to time through the date hereof, the “Existing Loan Agreement”),
among the Borrower, the lenders party thereto and Bank of America, N.A., as administrative agent;



     WHEREAS, the Borrower has requested that the Lenders amend and restate the Existing Loan
Agreement in this Loan Agreement; and



     WHEREAS, the Lenders have agreed to amend and restate the Existing Loan Agreement and to
provide a credit facility to the Borrower in an aggregate amount of $265,000,000, subject to
increase, on the terms and conditions hereinafter set forth.



     NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:



1. DEFINITIONS.




     1.1 Defined Terms.



     As used in this Loan Agreement, the following terms shall have the meanings specified below
unless the context otherwise requires:


“Additional Collateral Request” shall have the meaning set forth in Section 3.5.



“Adjusted Appraised Value” shall mean, (a) with respect to the Collateral Properties that
are Stabilized Assets, 67.5% of the Aggregate Appraised Value of such Stabilized Assets and (b)
with respect to Collateral Properties that are Non-Stabilized Assets, 50.0% of the Aggregate
Appraised Value of such Non-Stabilized Assets.







 









 







“Adjusted Capitalized Value” shall mean with respect to any Borrowing Base Property that
has suffered an Event of Loss and (a) which is a Stabilized Asset, the most recent fiscal quarter
Adjusted Net Operating Income for such Borrowing Base Property, annualized, capitalized at a eight
and eighty-one hundredths percent (8.81%) capitalization rate or (b) which is a Non-Stabilized
Asset, undepreciated Book Value (as reported on the financial statements for the subject Borrowing
Base Property Owner).



“Adjusted FFO” shall mean, for CSC and its Consolidated Subsidiaries, net income (loss)
(computed in accordance with GAAP), excluding gains (or losses) from (i) debt restructurings, (ii)
sales of real property, and (iii) extraordinary and/or nonrecurring items, plus real estate related
depreciation and amortization and after adjustments for unconsolidated partnerships and joint
ventures, as set forth in more detail under the definitions and interpretations thereof relative to
funds from operations promulgated by the National Association of Real Estate Investment Trusts or
its successor.



“Adjusted Net Operating Income” shall mean, for any period of determination, for any
Individual Property, the Pro Rata Share of (i) Net Operating Income, less (ii) management fees
(calculated as the greater of either 3% of total revenue or actual management expenses incurred),
to the extent not already deducted from Net Operating Income, less (iii) allowances for capital
expenditures in the amount of $0.20 per annum per rentable square foot of completed improvements.



“Administrative Agent” shall mean, Bank of America, N.A., acting as agent for the Lenders,
together with its successors and assigns.



“Administrative Agent’s Office” shall mean the Administrative Agent’s address and, as
appropriate, account as set forth in Section 15.1, or such other address or account as the
Administrative Agent may from time to time notify to the Borrower and the Lenders



“Administrative Questionnaire” shall mean an Administrative Questionnaire in a form
supplied by the Administrative Agent.



“Affiliate” shall mean, with respect to any Person, another Person that directly, or
indirectly through one or more intermediaries, Controls or is Controlled by or is under common
Control with the Person specified.



“Aggregate Appraised Value” shall mean, with respect to any group of Collateral Properties,
the sum of the Appraised Values for such Collateral Properties.



“Agreement” shall have the meaning set forth in the Preamble.



“Applicable Margin” shall mean (a) for LIBO Rate Advances, 3.50% and (b) for Base Rate
Advances, 2.25%.



“Appraisal” shall mean an MAI appraisal reflecting the “as is” appraised market value of an
Individual Property ordered by the Administrative Agent (or by the Borrower in accordance with






2









 







Section 7.16.1) in form and substance reasonably acceptable to the Administrative Agent and the
Required Lenders and prepared by an appraiser reasonably acceptable to the Administrative Agent.



“Appraised Value” shall mean, with respect to any Collateral Property, the “as is”
appraised market value for such Collateral Property set forth in an Appraisal.



“Approved Fund” shall mean any Fund that is administered or managed by (a) a Lender, (b) an
Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a
Lender.



“Arrangers” shall mean Banc of America Securities LLC and KeyBanc Capital Markets.



“Assignee Group” shall mean two or more Eligible Assignees that are Affiliates of one
another or two or more Approved Funds managed by the same investment advisor.



“Assignment and Assumption” shall mean an assignment and assumption entered into by a
Lender and an assignee (with the consent of any party whose consent is required by Section 13.3,
and accepted by the Administrative Agent), in substantially the form of Exhibit D or any
other form approved by the Administrative Agent.



“Assignment of Leases and Rents” shall have the meaning set forth in Section 3.1.2, as such
agreements may be amended, restated, supplemented or otherwise updated or modified from time to
time.



“Authorized Officer” shall mean, with respect to any Loan Party, the Chief Executive
Officer, the Chief Financial Officer, the Chief Operating Officer, the Vice President of Operations
and their respective successors, it being understood that one individual may hold the office of
Chief Operating Officer and Vice President of Operations.



“Bank of America” shall mean Bank of America, N.A. and its successors and assigns.



“Base Rate” shall mean for any day a fluctuating rate per annum equal to the highest of (a)
the Federal Funds Rate plus 1/2 of 1%, (b) the Prime Rate in effect for such day and (c) the LIBO
Rate (as specified in clause (b) of the definition thereof) plus 1.25%. “Prime Rate” shall mean
the rate of interest in effect for such day as publicly announced from time to time by Bank of
America as its “prime rate.” The “prime rate” is a rate set by Bank of America based upon various
factors including Bank of America’s costs and desired return, general economic conditions and other
factors, and is used as a reference point for pricing some loans, which may be priced at, above, or
below such announced rate. Any change in such rate announced by Bank of America shall take effect
at the opening of business on the day specified in the public announcement of such change. The
Base Rate shall never be less than three and one-quarter percent (3.25%).



“Base Rate Advance” shall mean any principal amount outstanding under this Agreement which
pursuant to this Agreement bears interest at the Base Rate plus the Applicable Margin.






3









 







“Book Value” shall mean the value of such property or asset, as determined in accordance
with GAAP.



“Borrower” shall have the meaning set forth in the Preamble.



“Borrower Materials” shall have the meaning set forth in Section 7.2.13.



“Borrower Subsidiaries” shall mean, individually and collectively, all of the Subsidiaries
of the Borrower and/or CSC.



“Borrower Reduction Date” shall have the meaning set forth in Section 2.2.2.(b).



“Borrower Termination Date” shall have the meaning set forth in Section 2.2.2.(a).



“Borrowing Base Property” and “Borrowing Base Properties” shall mean, the
Individual Properties initially listed in Schedule 6.14.2(i) hereto, plus any Individual
Property which subsequently becomes a Borrowing Base Property in accordance with Section 3.5,
hereof, but excluding (i) any Borrowing Base Property which is determined by the Administrative
Agent to no longer be a Borrowing Base Property in accordance with Section 3.4, hereof, or (ii) any
Borrowing Base Property which is released as Collateral in accordance with Section 3.3 hereof.



“Borrowing Base Property Owner” and “Borrowing Base Property Owners” shall mean,
from time to time, the Wholly-Owned Subsidiary or Subsidiaries of the Borrower or CSC which is or
are the owner or owners of the fee simple interest in, or the approved ground lessee of, a
Borrowing Base Property or the Borrowing Base Properties.



“Borrowing Base Property Requirements” shall mean the requirements, with respect to any
Individual Property, set forth below:




     (a) The Individual Property satisfies all Eligibility Criteria.



     (b) The Borrower (or applicable Loan Party) has executed all Security Documents in connection
with such Individual Property, including, without limitation, the Security Documents set forth in
Sections 3.1.1 through and including Section 3.1.8 hereof.



     (c) The Individual Property is owned or ground leased by a Wholly-Owned Subsidiary of the
Borrower, except as otherwise approved by the Administrative Agent and the Required Lenders.



     (d) The Administrative Agent shall have received and completed a satisfactory review of such
due diligence as the Administrative Agent and the Required Lenders may reasonably require (with the
Borrower delivering such diligence to the Administrative Agent for delivery to the Lenders) with
respect to any Individual Property (with the Administrative Agent agreeing to use reasonable
efforts to utilize any due diligence previously submitted by the



4









 




Borrower and received by the Administrative Agent pursuant to the Existing Loan Agreement),
including, without limitation:





     (i) (1) A mortgagee’s title insurance policy naming the Administrative Agent, on behalf
of the Lenders, as the first mortgagee, which meets the Administrative Agent’s title
insurance requirements furnished to the Borrower to the reasonable satisfaction of the
Administrative Agent and the Administrative Agent’s counsel; and (2) such other evidence of
the perfection of its security interests as the Administrative Agent and the Administrative
Agent’s counsel may reasonably require;




     (ii) A current, as built survey of the Individual Property containing a certification
thereon, or on a separate surveyor’s certificate, of a land surveyor reasonably acceptable
to the Administrative Agent which meets the Administrative Agent’s survey requirements
furnished to the Borrower to the reasonable satisfaction of the Administrative Agent and the
Administrative Agent’s counsel;




     (iii) If the Individual Property (or any portion thereof) is ground leased by the
Borrowing Base Property Owner, a copy of the Ground Lease. Further, in the event that the
ground lessor of the Individual Property (or any portion thereof) is (x) an Affiliate of any
Loan Party, the said ground lessor shall join in the Mortgage to include within the
Collateral the fee interest in the said Individual Property or (y) not an Affiliate of any
Loan Party, the Administrative Agent (at its option) shall receive an Estoppel Certificate
in the form of Exhibit E annexed hereto from the ground lessor or in the form
required by the ground lease provided such form is reasonably acceptable to the
Administrative Agent.




     (iv) with respect to any Individual Property with one or more tenants subject to a
Major Lease to be added as a Borrowing Base Property, the Borrower has obtained an executed
estoppel certificate and an executed subordination, nondisturbance and attornment agreement
from each such tenant; subject to Section 7.30 with respect to Existing Borrowing Base
Properties;




     (v) Copies of all Major Leases and, to the extent requested by the Administrative
Agent, copies of other Leases;




     (vi) A copy of the property management agreement with respect to the Individual
Property, if any, and, if requested by the Administrative Agent, a consent by the property
manager to the collateral assignment of the property management agreement to the
Administrative Agent, on behalf of the Lenders;




     (vii) A copy of any reciprocal easement agreements with respect to the Individual
Property and, only if there are material financial obligations of a recurring and defined
nature payable by the owner of the Borrowing Base Property thereunder, if requested by the
Administrative Agent, an estoppel certificate from all of the parties thereto in form and
substance reasonably acceptable to the Administrative Agent;



5









 






     (viii) Evidence of existence of all Licenses and Permits to evidence compliance with
Laws with respect to the use and operation of the Individual Property;




     (ix) Evidence of insurance complying with the requirements of Schedule 5.1.11,
hereto;




     (x) A current Appraisal; provided that Appraisals that are less than twelve
(12) months old shall be acceptable;




     (xi) A current environmental Phase I Site Assessment performed by a firm reasonably
acceptable to the Administrative Agent within six (6) months of submission to the
Administrative Agent (or within six (6) months of when such Individual Property became a
Borrowing Base Property whether under this Agreement or the Existing Loan Agreement), which
indicates the property is free from recognized hazardous materials or substances apparent
from the inspection, or affected by such environmental matters as may be reasonably
acceptable to the Administrative Agent and the Required Lenders in their sole and absolute
discretion;




     (xii) A current structural report performed by an engineering firm reasonably
acceptable to the Administrative Agent within six (6) months of submission to the
Administrative Agent relative to any improvements on the Individual Property, such report to
be reasonably acceptable to the Administrative Agent and the Required Lenders in their sole
and absolute discretion; and




     (xiii) Such other real estate documents (including, without limitation, flood hazard
determinations and evidence of flood insurance to the extent required) reasonably deemed
appropriate for commercially reasonable underwriting by the Administrative Agent in respect
of the Borrowing Base Property.


“Borrowing Base Value” shall mean, as of the most recent Compliance Certificate or
Borrowing Base Property report, as applicable, delivered to the Administrative Agent, the sum of
(a) for Borrowing Base Properties that are Stabilized Assets, the lesser of (i) the Adjusted
Appraised Value of such Borrowing Base Properties, and (ii) the aggregate Implied Loan Amount of
such Stabilized Assets, plus (b) for Borrowing Base Properties that are Non-Stabilized
Assets, the Adjusted Appraised Value of such Non-Stabilized Assets. Notwithstanding the above, for
purposes of determining the Borrowing Base Value, the value derived from Non-Stabilized Assets as
calculated pursuant to clause (b) cannot exceed ten percent (10%) of the Borrowing Base Value and
the Occupancy Ratio with respect to the Borrowing Base Properties, taken as a whole, shall not be
less than eighty-five percent (85%). Notwithstanding the above, the Borrowing Base Value for any
Borrowing Base Property as to which an Event of Loss has occurred shall be equal to the Adjusted
Capitalized Value for a period of time equal to the lesser of (x) twelve months from the Event of
Loss or (y) the determination that such Borrowing Base Property is not, or ceases to be, a
Restoration Property.



“Breakage Fee” shall have the meaning set forth in Section 2.3.15.







6









 







“Business Day” shall mean any day other than a Saturday, Sunday or other day on which
commercial banks are authorized to close under the Laws of, or are in fact closed in, the state
where the Administrative Agent’s Office is located and, if such day relates to any LIBO Rate
Advance, shall mean any such day on which dealings in Dollar deposits are conducted by and between
banks in the London interbank eurodollar market. Further, payments shall be due on the first
Business Day of each calendar month



“Calculation Date” shall mean the last day of each calendar quarter commencing with
September 30, 2009.



“Calculation Period” shall mean for each Calculation Date, the just completed calendar
quarter (inclusive of the applicable Calculation Date).



“Capital Stock” shall mean (i) with respect to any Person that is a corporation, any and
all shares, interests, participations or other equivalents (however designated and whether or not
voting) of corporate stock, including without limitation, each class or series of common stock and
preferred stock of such Person and (ii) with respect to any Person that is not a corporation, any
and all investment units, partnership, membership or other equity interests of such Person.



“Cash Collateral” shall have the meaning set forth in Section 2.7.7.



“Cash Collateralize” shall have the meaning set forth in Section 2.7.7.



“Cash Flow Projections” shall mean a detailed schedule of all cash Distributions projected
to be made to the Borrower from the Borrower Subsidiaries, as detailed on the model delivered to
the Administrative Agent prior to the Closing Date (attached hereto as Exhibit J), and
subject to change as shall be detailed in the respective Officer’s Certificate to be provided to
the Administrative Agent as set forth herein.



“Change in Law” shall mean the occurrence, after the Closing Date, of any of the following:
(a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any
law, rule, regulation or treaty or in the administration, interpretation or application thereof by
any Governmental Authority or (c) the making or issuance of any request, guideline or directive
(whether or not having the force of law) by any Governmental Authority.



“Change of Control” shall mean the occurrence of any of the following:




     (a) The acquisition by any Person, or “group” (within the meaning of Sections 13(d) and
14(d)(2) of the Securities Exchange Act of 1934, as amended) of Persons acting in concert, of
beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as amended), directly or indirectly, of 50% or more of
the outstanding shares of voting stock of CSC, other than short term acquisitions necessary in
connection with the ultimate sale or other offerings of equity interests otherwise permitted
hereunder;



     (b) During any period of twelve (12) consecutive calendar months, individuals:



7









 






     (1) who were directors of CSC on the first day of such period; or




     (2) whose election or nomination for election to the board of directors of CSC was
recommended or approved by at least a majority of the directors then still in office who
were directors of CSC on the first day of such period, or whose election or nomination for
election was so approved,


shall cease to constitute a majority of the board of directors of CSC; or




     (c) CSC shall cease to be the sole general partner of Borrower; or



     (d) CSC shall cease to own a minimum of 50% of the beneficial ownership interest in the
Borrower, or



     (e) With respect to any Borrowing Base Property Owner, the transfer of any ownership interest
therein such that such Borrowing Base Property Owner is not a Wholly-Owned Subsidiary of the
Borrower or CSC.


“Closing Compliance Certificate” shall have the meaning set forth in Section 5.1.2(b).



“Closing Date” shall have the meaning set forth in Section 5.1.



“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and the
regulations promulgated and rulings issued thereunder. Section references to the Code are to the
Code, as in effect at the date of this Agreement and any subsequent provisions of the Code,
amendatory thereof, supplemental thereto or substituted therefor.



“Collateral” shall have the meaning set forth in Section 3.1.



“Collateral Assignment of Contract” shall have the meaning set forth in Section 3.1.3, as
such agreements may be amended, restated, supplemented or otherwise updated or modified from time
to time.



“Collateral Property” and “Collateral Properties” shall mean any Borrowing Base
Property or Borrowing Base Properties and other Individual Properties which (i) were a Borrowing
Base Property, (ii) were no longer deemed such under Section 3.4.1, and (iii) for which the Release
Conditions have not been satisfied, as described in Section 3.4.3.



“Collateral Release Request” shall have the meaning set forth in Section 3.3.



“Commitment” shall mean, with respect to each Lender, the amount set forth on Schedule
1.1(a) hereto as the amount of such Lender’s commitment to make advances to the Borrower, as
may be amended from time to time by the Administrative Agent as provided in Article 13.







8









 







“Commitment Letter” shall mean that certain commitment letter, dated as of May 7, 2009, by
and among the Borrower, Bank of America, N.A., Banc of America Securities LLC, KeyBank, National
Association, KeyBanc Capital Markets, Manufacturers and Traders Trust Company, Regions Bank and
Regions Capital Markets.



“Commitment Percentage” shall mean with respect to any Lender at any time, the percentage
(carried out to the ninth decimal place) of the Total Commitments represented by such Lender’s
Commitment at such time. If the commitment of each Lender to make Loan Advances and the obligation
of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 11.2 or if
the Total Commitments have expired, then the Commitment Percentage of each Lender shall be
determined based on the Commitment Percentage of such Lender most recently in effect, giving effect
to any subsequent assignments. The initial Commitment Percentage of each Lender is set forth
opposite the name of such Lender on Schedule 1.1(a) or in the Assignment and Assumption
pursuant to which such Lender becomes a party hereto, as applicable.



“Compliance Certificate” shall mean a compliance certificate in the form of Exhibit
C.



“Consolidated” or “Consolidating” shall mean consolidated or consolidating as
defined in accordance with GAAP.



“Consolidated CSC Entity” or “Consolidated CSC Entities” shall mean, singly and
collectively, the Borrower, CSC, and any Subsidiary of the Borrower or CSC that is Consolidated.



“Consolidated EBITDA” shall mean the sum of the Pro Rata Share of EBITDA for each
Consolidated CSC Entity.



“Control” shall mean the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of a Person, whether through the ability to
exercise voting power, by contract or otherwise. “Controlling” and “Controlled”
have meanings correlative thereto.



“Cost to Repair” shall have the meaning set forth in Section 14.3.1.



“Credit Extension” shall mean each of the following: (a) a Loan Advance and (b) an L/C
Credit Extension.



“CSC” shall mean Cedar Shopping Centers, Inc., a Maryland corporation.



“Debt” shall mean, with respect to any Person, without duplication, (i) all indebtedness of
such Person for borrowed money, (ii) all indebtedness of such Person for the deferred purchase
price of property or services (other than property and services purchased, and expense accruals and
deferred compensation items arising, in the ordinary course of business), (iii) all obligations of
such Person evidenced by notes, bonds, debentures or other similar instruments (other than
performance, surety and appeal bonds arising in the ordinary course of business), (iv) all
indebtedness of such Person created or arising under any conditional sale or other title retention






9









 







agreement with respect to property acquired by such Person (even though the rights and remedies of
the seller or lender under such agreement in the event of default are limited to repossession or
sale of such property), (v) all obligations of such Person under leases which have been, or should
be, in accordance with generally accepted accounting principles, recorded as capital leases, to the
extent required to be so recorded, (vi) all reimbursement, payment or similar obligations of such
Person, contingent or otherwise, under acceptance, letter of credit or similar facilities (other
than letters of credit in support of trade obligations or in connection with workers’ compensation,
unemployment insurance, old-age pensions and other social security benefits in the ordinary course
of business), (vii) any Guarantee of any indebtedness or other obligation of any Person, either
directly or indirectly, of indebtedness described in clauses (i) through (vi), and (viii) all Debt
referred to in clauses (i) through (vii) above secured by (or for which the holder of such Debt has
an existing right, contingent or otherwise, to be secured by) any Lien, security interest or other
charge or encumbrance upon or in property (including, without limitation, accounts and contract
rights) owned by such Person, even though such Person has not assumed or become liable for the
payment of such Debt. For the purposes of the calculation of the Financial Covenants, Debt of any
entity in which a Person owns an ownership interest shall be calculated on its Pro Rata Share of
such Debt, unless such Person has delivered a guaranty or other indemnity in connection with such
Debt creating a greater proportionate liability, in which event, such greater liability shall
apply.



“Debtor Relief Laws” shall mean the Bankruptcy Code of the United States, and all other
liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium,
rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the
United States or other applicable jurisdictions from time to time in effect and affecting the
rights of creditors generally.



“Default” shall have the meaning set forth in Section 10.1.



“Default Rate” shall mean (a) when used with respect to Borrower Obligations other than
Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable
Margin, if any, applicable to Base Rate Loans plus (iii) four percent (4.0%) per annum;
provided, however, that with respect to a LIBO Rate Loan, the Default Rate shall be
an interest rate equal to the interest rate (including any Applicable Margin) otherwise applicable
to such Loan plus four percent (4.0%) per annum and (b) when used with respect to Letter of Credit
Fees, a rate equal to the Applicable Margin plus four percent (4.0%) per annum.



“Defaulting Lender” shall mean any Lender that (a) has failed to fund any portion of the
Loans or participations in L/C Obligations required to be funded by it hereunder within one
Business Day of the date required to be funded by it hereunder unless such failure has been cured,
(b) has otherwise failed to pay over to the Administrative Agent or any other Lender any other
amount required to be paid by it hereunder within one Business Day of the date when due, unless the
subject of a good faith dispute or unless such failure has been cured, or (c) has been deemed (or
has had its direct or indirect parent) deemed insolvent or become the subject of a bankruptcy or
insolvency proceeding.







10









 







“Development Assets” shall mean Individual Properties as to which construction of the
associated or contemplated improvements has commenced (either new construction or substantial
renovation) but has not yet been completed such that a certificate of occupancy (or the local
equivalent) for a substantial portion of the intended improvements has not yet been issued or, for
any completed project, until the earlier to occur of (a) such Individual Property becoming a
Stabilized Asset, or (b) one hundred eighty (180) days after completion.



“Distribution” shall mean, with respect to any Person, that such Person has paid a dividend
or returned any equity capital to its stockholders, members or partners or made any other
distribution, payment or delivery of property (other than common stock or partnership or membership
interests of such Person) or cash to its stockholders, members or partners as such, or redeemed,
retired, purchased or otherwise acquired, directly or indirectly, for a consideration any shares of
any class of its capital stock or any membership or partnership interests (or any options or
warrants issued by such Person with respect to its capital stock or membership or partnership
interests), or shall have permitted any of its Subsidiaries to purchase or otherwise acquire for a
consideration any shares of any class of the capital stock or any membership or partnership
interests of such Person (or any options or warrants issued by such Person with respect to its
capital stock or membership or partnership interests). Without limiting the foregoing,
“Distributions” with respect to any Person shall also include all payments made by such Person with
respect to any stock appreciation rights, plans, equity incentive or achievement plans or any
similar plans.



“Dollars” shall mean lawful money of the United States.



“Drawdown Date” shall have the meaning set forth in Section 2.1.2(a).



“EBITDA” shall mean for any Person the sum of (i) net income (or loss), plus (ii) actual
interest paid or payable respecting all Debt to the extent included as an expense in the
calculation of net income (or loss), plus (iii) total Tax Expenses to the extent included as an
expense in the calculation of net income (or loss), plus (iv) total depreciation and amortization
expense, to the extent included as an expense in the calculation of net income (or loss), plus (v)
losses from extraordinary items, nonrecurring items, asset sales, write-ups or forgiveness of debt,
to the extent included as an expense in the calculation of net income, minus (vi) gains from
extraordinary items, nonrecurring items, asset sales, write-ups or forgiveness of debt, to the
extent included as income in the calculation of net income, minus (vii) allowances for capital
expenditures in the amount of $0.20 per annum per rentable square foot of improvements, adjusted
(viii) for the elimination of straight line rents, all of the foregoing as determined in accordance
with GAAP, as appropriate. Without limiting the generality of the foregoing, in determining
EBITDA, net income shall include as income, Rent Loss Proceeds.



“Eligibility Criteria” shall mean the following criteria which must be satisfied in a
manner acceptable to the Administrative Agent for each Borrowing Base Property:




     (a) the Borrowing Base Property is a retail center located in the United States owned by a
Borrowing Base Property Owner;



11









 





     (b) the Borrower provides reasonably acceptable historical operating and leasing information;



     (c) the Borrower provides a certification as to the absence of any material environmental
issues;



     (d) the Borrower provides certification as to the absence of any material structural issues;
and



     (e) no liens or encumbrances shall exist on the Borrowing Base Property upon its inclusion as
a Borrowing Base Property, other than Permitted Liens.


“Eligible Assignee” shall mean any Person that meets the requirements to be an assignee
under Section 13.3.2 (including the requirements or limitations set forth in Sections 13.3.2(c),
(e) and (f)), subject to such consents, if any, as may be required under Section 13.3.2(c).



“Environmental Indemnity Agreement” shall have the meaning set forth in Section 3.1.5, as
such agreements may be amended, restated, supplemented or otherwise updated or modified from time
to time.



“Environmental Legal Requirements” shall have the meaning set forth in the Environmental
Indemnity Agreement.



“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from
time to time, and the regulations promulgated and rulings issued thereunder. Section references to
ERISA are to ERISA, as in effect at the date of this Agreement and any subsequent provisions of
ERISA, amendatory thereof, supplemental thereto or substituted therefor.



“ERISA Affiliate” shall mean each person (as defined in Section 3(9) of ERISA) which
together with either Borrower or a Loan Party would be deemed to be a “single employer” (i) within
the meaning of Section 414(b), (c), (m) or (o) of the Code or (ii) as a result of either Borrower
or a Loan Party being or having been a general partner of such Person.



“Event of Default” shall have the meaning set forth in Section 10.1.



“Event of Loss” shall mean, with respect to any Collateral Property, any of the following:
(a) any loss or destruction of, or damage to, such Collateral Property; or (b) any actual
condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, of such
Collateral Property, or confiscation of such Collateral Property or the requisition of such
Collateral Property by a Governmental Agency or any Person having the power of eminent domain, or
any voluntary transfer of such Collateral Property or any portion thereof in lieu of any such
condemnation, seizure or taking.



“Excluded Taxes” shall mean, with respect to the Administrative Agent, any Lender, the L/C
Issuer or any other recipient of any payment to be made by or on account of any obligation of the
Borrower hereunder, (a) taxes imposed on or measured by its overall gross or net income






12









 







(however denominated), and franchise taxes or similar taxes imposed on it (in lieu of net income
taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which such
recipient is organized or in which its principal office is located or, in the case of any Lender,
in which its applicable Lending Office is located or with which it has a present of former
connection (other than any such connection resulting from its having executed, delivered or
performed its obligations or received a payment under, or enforced, this Agreement or any other
Loan Document), (b) any branch profits taxes imposed by the United States or any similar tax
imposed by any other jurisdiction in which the Borrower is located, (c) any backup withholding tax
that is required by the Code to be withheld from amounts payable to a Lender that has failed to
comply with clause (i) of Section 2.8.5(b), and (d) in the case of a Foreign Lender (other than an
assignee pursuant to a request by the Borrower under Section 13.2.4), any United States withholding
tax that (i) is required to be imposed on amounts payable to such Foreign Lender pursuant to the
Laws in force at the time such Foreign Lender becomes a party hereto (or designates a new Lending
Office) or (ii) is attributable to such Foreign Lender’s failure or inability (other than as a
result of a Change in Law) to comply with clause (ii) of Section 2.8.5(b), except to the extent
that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a
new Lending Office (or assignment), to receive additional amounts from the Borrower with respect to
such withholding tax pursuant to Section 2.8.5(b) or (c).



“Existing Borrowing Base Properties” shall mean the Individual Properties that are
qualified as Borrowing Base Properties under the Existing Loan Agreement as of the Closing Date.



“Existing Letter of Credit” shall mean those certain letters of credit listed on
Schedule 1.1(b), which shall be deemed to have been issued under the terms of this
Agreement.



“Existing Loan Agreement” shall have the meaning set forth in the Preamble.



“Extended Maturity Date” shall have the meaning set forth in Section 2.2.1.



“Extended Term” shall have the meaning set forth in Section 2.2.1.



“Federal Funds Rate” shall mean, for any day, the rate per annum equal to the weighted
average of the rates on overnight Federal funds transactions with members of the Federal Reserve
System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of
New York; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day
shall be such rate on such transactions in effect on the next preceding Business Day as so
published on the next succeeding Business Day, and (b) if no such rate is so published on such next
succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded
upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on
such transactions as determined by the Administrative Agent.



“Fee Letter” shall mean that certain fee letter, dated as of May 7, 2009, by and among the
Borrower, Bank of America, N.A., Banc of America Securities LLC, KeyBank, National Association,
KeyBanc Capital Markets, Manufacturers and Traders Trust Company, Regions Bank and Regions Capital
Markets.







13









 







“Financial Covenants” shall mean those covenants of the Borrower set forth in Sections
7.20, 7.21, 7.22 and 7.24.



“Fiscal Year” shall mean each twelve month period commencing on January 1 and ending on
December 31.



“Fixed Charges” shall mean the aggregate of the Pro Rata Share of all (a) Interest Expenses
(excluding any interest expenses required to be capitalized under GAAP), (b) regularly scheduled
principal amortization payments (other than any final “balloon” payments due at maturity) on all
Debt of the Consolidated CSC Entities, (c) preferred dividend payments or required Distributions
(other than Distributions by the Borrower to holders of operating partnership units and
Distributions by CSC to common equity holders) paid or payable by the Consolidated CSC Entities,
(d) Ground Lease Payments unless already deducted from Net Operating Income or Consolidated EBITDA,
and (e) Tax Expenses for the Consolidated CSC Entities, all of the foregoing as determined in
accordance with GAAP.



“Fixed Charge Ratio” shall mean, for each Calculation Period, the ratio of (a) Consolidated
EBITDA to (b) Fixed Charges.



“Foreign Lender” shall mean any Lender that is not a United States person within the
meaning of Section 7701(a)(30) of the Code.



“Formation Documents” shall mean, singly and collectively, the partnership agreements,
joint venture agreements, limited partnership agreements, limited liability company or operating
agreements and certificates of limited partnership and certificates of formation, articles (or
certificate) of incorporation and by-laws and any similar agreement, document or instrument of any
Person, as amended subject to the terms and provisions hereof.



“Fund” shall mean any Person (other than a natural Person) that is (or will be) engaged in
making, purchasing, holding or otherwise investing in commercial loans and similar extensions of
credit in the ordinary course of its activities.



“Funding Evidence” shall mean, in connection with any Mandatory Principal Payment to be
made pursuant to Section 2.3.8, written evidence provided by the Borrower to the Administrative
Agent (such evidence to be satisfactory to the Administrative Agent in its reasonable discretion)
that the Borrower will have the funds sufficient to make the applicable Mandatory Principal Payment
due pursuant to Section 2.3.8, within sixty (60) days, either from (a) the sale of one or more
assets as evidenced either by an executed sales agreement or by a bona fide letter of intent or (b)
the financing of one or more assets as evidenced by an executed financing commitment letter or
executed financing documents.



“GAAP” shall mean generally accepted accounting principles in the United States of
America.



“Governmental Authority” shall mean the government of the United States or any other
nation, or of any political subdivision thereof, whether state or local, and any agency, authority,







14









 







instrumentality, regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to
government (including any supra-national bodies such as the European Union or the European Central
Bank).



“Ground Leases” shall mean, from time to time, any ground lease relative to an Individual
Property and with respect to “Ground Leases” covering Borrowing Base Properties, for which the
Administrative Agent has given its prior written approval.



“Ground Lease Payments” shall mean the sum of the Pro Rata Share of payments made by the
Consolidated CSC Entities under Ground Leases. Ground Lease Payments shall not include the
payments made by Cedar-South Philadelphia I, LLC under that certain ground lease dated as of
October 31, 2003 by and between SPSP Corporation, Passyunk Supermarket, Inc., and Twenty Fourth
Street Passyunk Partners, L.P., as landlord, and Cedar-South Philadelphia I, LLC, as tenant.



“Guarantee” shall mean, as to any Person, any (a) any obligation, contingent or otherwise,
of such Person guaranteeing or having the economic effect of guaranteeing any Debt or other
obligation payable or performable by another Person (the “primary obligor”) in any manner,
whether directly or indirectly, and including any obligation of such Person, direct or indirect,
(i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or
other obligation, (ii) to purchase or lease property, securities or services for the purpose of
assuring the obligee in respect of such Debt or other obligation of the payment or performance of
such Debt or other obligation, (iii) to maintain working capital, equity capital or any other
financial statement condition or liquidity or level of income or cash flow of the primary obligor
so as to enable the primary obligor to pay such Debt or other obligation, or (iv) entered into for
the purpose of assuring in any other manner the obligee in respect of such Debt or other obligation
of the payment or performance thereof or to protect such obligee against loss in respect thereof
(in whole or in part), or (b) any Lien on any assets of such Person securing any Debt or other
obligation of any other Person, whether or not such Debt or other obligation is assumed by such
Person (or any right, contingent or otherwise, of any holder of such Debt to obtain any such Lien).
The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable
amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is
made or, if not stated or determinable, the maximum reasonably anticipated liability in respect
thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a
verb has a corresponding meaning.



“Guaranty” shall have the meaning set forth in Section 3.1.4, as such agreements may be
amended, restated, supplemented or otherwise updated or modified from time to time.



“Guarantor” or “Guarantors” shall mean CSC and those certain Subsidiaries of CSC
that have entered into a Guaranty.



“Hazardous Materials” shall mean and include asbestos, mold, flammable materials,
explosives, radioactive substances, polychlorinated biphenyls, radioactive substances, other
carcinogens, oil and other petroleum products, pollutants or contaminants that could be a detriment
to the






15









 







environment, and any other hazardous or toxic materials, wastes, or substances which are
defined, determined or identified as such in any past, present or future federal, state or local
laws, rules, codes or regulations, or any judicial or administrative interpretation of such laws,
rules, codes or regulations.



“Impacted Lender” shall mean any Lender as to which (a) L/C Issuer has a good faith belief
that the Lender has defaulted in fulfilling its obligations under one or more other syndicated
credit facilities or (b) an entity that controls the Lender has been deemed insolvent or become
subject to a bankruptcy or other similar proceeding.



“Implied Debt Service” shall mean the greater of (a) the annual amount of principal and
interest payable on a hypothetical loan in an amount equal to the Implied Loan Amount, based upon a
thirty (30) year direct reduction monthly amortization schedule and a per annum interest rate equal
to the greater of (i) the actual blended interest rate for the Loan, or (ii) the 10-year Treasury
Rate as of the Calculation Date plus 3.00%, or (b) an annual debt service constant of eight and
eighty-one hundredths percent (8.81%).



“Implied Debt Service Coverage Ratio” shall mean as of each Calculation Date, the ratio of
the Adjusted Net Operating Income for all Stabilized Assets for the most recent fiscal quarter,
annualized, to Implied Debt Service; such calculation and results to be as verified by the
Administrative Agent.



“Implied Loan Amount” shall mean a principal amount which would generate as of any
Calculation Date an Implied Debt Service Coverage Ratio of 1.35 to 1.00, which Implied Loan Amount
may be revised by the Administrative Agent after the Closing Date or as of the most recent
Compliance Certificate or Borrowing Base Property report, as applicable, delivered to the
Administrative Agent, to reflect additions, removals and other adjustments to the Stabilized Assets
since the Closing Date or the most recent Compliance Certificate or Borrowing Base Property report,
as applicable, delivered to the Administrative Agent.



“Increase Effective Date” shall have the meaning set forth in Section 2.1.1(c).



“Indemnified Taxes” shall mean Taxes other than Excluded Taxes.



“Indemnitee” shall have the meaning set forth in Section 15.9.2.



“Individual Property” and “Individual Properties” shall mean, from time to time,
all real estate property owned or ground leased by any Consolidated CSC Entity or any
Unconsolidated CSC Entity, together with all improvements, fixtures, equipment, and personalty
relating to such property.



“Initial Maturity Date” shall have the meaning set forth in Section 2.2.1.



“Initial Term” shall have the meaning set forth in Section 2.2.1.




16









 







“Insurance/Taking Release Conditions” shall mean as to any Event of Loss, the following
conditions: (a) the Cost to Repair is less than or equal to Five Hundred Thousand Dollars
($500,000); (b) no Event of Default shall have occurred and be continuing; (c) the Borrowing Base
Property and the use thereof after the Repair Work will be in compliance with, and permitted under,
all applicable Laws; and (d) such Event of Loss does not materially impair access to the Borrowing
Base Property.



“Interest Expense” shall mean the sum of the Pro Rata Share of the aggregate actual
interest (whether expensed or capitalized) paid or payable respecting all Debt by the Consolidated
CSC Entities.



“Interest Period” shall mean, as to each LIBO Rate Advance, the period commencing on the
date such LIBO Rate Advance is disbursed or converted to or continued as a LIBO Rate Advance and
ending on the numerically corresponding day in the first, second or third month thereafter, as
selected by the Borrower in its Loan Notice; provided that:





     (i) any Interest Period that would otherwise end on a day that is not a Business Day
shall be extended to the next succeeding Business Day unless such Business Day falls in
another calendar month, in which case such Interest Period shall end on the next preceding
Business Day;




     (ii) any Interest Period that begins on the last Business Day of a calendar month (or
on a day for which there is no numerically corresponding day in the calendar month at the
end of such Interest Period) shall end on the last Business Day of the calendar month at the
end of such Interest Period; and




     (iii) no Interest Period shall extend beyond the Maturity Date.


“Investment” shall mean the acquisition of any real property or tangible personal property
or of any stock or other security, any loan, advance, bank deposit, money market fund, contribution
to capital, extension of credit (except for accounts receivable arising in the ordinary course of
business and payable in accordance with customary terms), or purchase or commitment or option to
purchase or otherwise acquire real estate or tangible personal property or stock or other
securities of any party or any part of the business or assets comprising such business, or any part
thereof.



“ISP” shall mean, with respect to any Letter of Credit, the “International Standby
Practices 1998” published by the Institute of International Banking Law & Practice (or such later
version thereof as may be in effect at the time of issuance).



“Issuer Documents” shall mean with respect to any Letter of Credit, the Letter of Credit
Application, and any other document, agreement and instrument entered into by the L/C Issuer and
the Borrower (or any Borrower Subsidiary) or in favor the L/C Issuer and relating to any such
Letter of Credit.



“Joinder Agreement” shall have the meaning set forth in Section 7.30(b).







17









 







“KeyBank Credit Agreement” shall mean that certain Amended and Restated Loan Agreement
dated as of October 17, 2008 by and among the Borrower, the lenders party thereto and KeyBank,
National Association, as administrative agent, as such agreement may be amended, restated,
supplemented or otherwise modified from time to time.



“Knowledge or knowledge” shall mean, with respect to any Loan Party, the actual knowledge
of any Authorized Officer of such Loan Party. Notwithstanding the foregoing, such named parties and
their successors are not parties to this Agreement and shall have no liability for a breach of any
representation, warranty, covenant or agreement deemed to be made to their actual knowledge.



“Land Assets” shall mean Individual Properties constituting raw or undeveloped land as to
which construction of contemplated improvements has not commenced or which does not generate rental
revenues under a Ground Lease.



“Late Charge” shall have the meaning set forth in Section 2.3.14.



“Laws” shall mean, collectively, all Federal, state and local statutes, treaties, rules,
guidelines, regulations, ordinances, codes and administrative or judicial precedents or
authorities, including the interpretation or administration thereof by any Governmental Authority
charged with the enforcement, interpretation or administration thereof, and all applicable
administrative orders, directed duties, requests, licenses, authorizations and permits of, and
agreements with, any Governmental Authority, in each case having the force of law.



“L/C Advance” shall mean, with respect to each Lender, such Lender’s funding of its
participation in any L/C Borrowing in accordance with its Commitment Percentage.



“L/C Borrowing” shall mean an extension of credit resulting from a drawing under any Letter
of Credit which has not been reimbursed on the date when made or refinanced as a Loan Advance.



“L/C Credit Extension” shall mean, with respect to any Letter of Credit, the issuance
thereof or extension of the expiry date thereof, or the increase of the amount thereof.



“L/C Draw” shall mean a payment made by the Administrative Agent pursuant to a Letter of
Credit which was presented to the Administrative Agent for a draw of proceeds thereunder.



“L/C Exposure” shall mean, at any time, the sum of (a) the aggregate undrawn amount of all
outstanding Letters of Credit at such time, plus (b) the aggregate amount of all L/C Draws that
have not yet been reimbursed by or on behalf of the Borrower, or repaid through a Loan Advance, at
such time.



“L/C Issuer” shall mean Bank of America, N.A. in its capacity as issuer of Letters of
Credit hereunder, or any successor issuer of Letters of Credit hereunder.




18









 







“L/C Obligations” shall mean, as of any date of determination, the aggregate amount
available to be drawn under all outstanding Letters of Credit plus the aggregate of all
Unreimbursed
Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn
under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance
with Section 2.7.13. For all purposes of this Agreement, if on any date of determination a Letter
of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the
operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the
amount so remaining available to be drawn.



“Lease” shall mean any lease relative to all or any portion of a Borrowing Base Property.



“Lenders” shall have the meaning set forth in the Preamble.



“Lenders’ Consultant” shall have the meaning set forth in Section 7.27.



“Lending Office” shall mean, as to any Lender, the office or offices of such Lender
described as such in such Lender’s Administrative Questionnaire, or such other office or offices as
a Lender may from time to time notify the Borrower and the Administrative Agent.



“Letter of Credit” shall mean any standby letter of credit issued hereunder and shall
include the Existing Letters of Credit.



“Letter of Credit Application” shall mean an application and agreement for the issuance or
amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer.



“Letter of Credit Expiration Date” shall mean the day that is seven days prior to the
Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business
Day).



“Letter of Credit Fee” shall have the meaning set forth in Section 2.7.9.



“Letter of Credit Sublimit” shall mean an amount equal to $15,000,000. The Letter of
Credit Sublimit is part of, and not in addition to, the Total Commitment.



“Leverage Ratio” shall mean the quotient (expressed as a percentage) resulting from
dividing (i) the aggregate of all Debt of the Consolidated CSC Entities by (ii) the Total Asset
Value.



“LIBO Rate” shall mean:




     (a) For any Interest Period with respect to a LIBO Rate Advance, the rate per annum equal to
(A) the British Bankers Association LIBOR Rate as published by Reuters (or other commercially
available source providing quotations of BBA LIBOR as designated by the Administrative Agent from
time to time) (“BBA LIBOR”), at approximately 11:00 a.m., London time, two Business Days
prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first
day of such Interest Period) with a term equivalent to such Interest Period or (B) if such
published rate is not available at such time for any reason, the rate determined by the
Administrative Agent to be the rate at which deposits in Dollars for delivery



19









 




on the first day of
such Interest Period in same day funds in the approximate amount of the LIBO Rate Advance being
made, continued or converted by Bank of America and with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch to
major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m.
(London time) two Business Days prior to the commencement of such Interest Period.




     (b) For any interest rate calculation with respect to a Base Rate Advance, the rate per annum
equal to (i) BBA LIBOR, at approximately 11:00 a.m., London time on the date of determination
(provided that if such day is not a London Business Day, the next preceding London Business Day)
for Dollar deposits being delivered in the London interbank market for a term of one month
commencing that day or (ii) if such published rate is not available at such time for any reason,
the rate determined by the Administrative Agent to be the rate at which deposits in Dollars for
delivery on the date of determination in same day funds in the approximate amount of the Base Rate
Advance being made, continued or converted by Bank of America and with a term equal to one month
would be offered by Bank of America’s London Branch to major banks in the London interbank
Eurodollar market at their request at the date and time of determination.


For purposes of determining the LIBO Rate as set forth in clause (a) above, such LIBO Rate shall
never be less than two percent (2.0%).



“LIBO Rate Advance” shall mean any principal outstanding under this Agreement which
pursuant to this Agreement bears interest at the LIBO Rate plus the Applicable Margin.



“Lien” shall mean any mortgage, deed of trust, lien, pledge, hypothecation, assignment,
security interest, or any other encumbrance, charge or transfer, including, without limitation, any
conditional sale or other title retention agreement, any financing lease having substantially the
same economic effect as any of the foregoing, and mechanic’s, materialmen’s and other similar liens
and encumbrances.



“Licenses and Permits” shall mean all licenses, permits, authorizations and agreements
issued by or agreed to by any governmental authority or by a private party, and including, but not
limited to, building permits, occupancy permits and such special permits, variances and other
relief as may be required pursuant to Laws which may be applicable to any Collateral Property.



“Line Fee” shall have the meaning set forth in Section 2.4.2.



“Line Percentage” shall mean 0.50% per annum.



“Liquidation Proceeds” shall mean amounts received by the Administrative Agent and/or the
Lenders in the exercise of the rights and remedies under the Loan Documents (including, but not
limited to, all rents, profits and other proceeds received by the Administrative Agent and/or the
Lenders from the liquidation of, or exercising rights upon the occurrence of an Event of Default
relative to, any Collateral, but not including any amount bid at a foreclosure sale or on behalf of
the Administrative Agent or otherwise credited to the Borrower in, any deed-in-lieu of foreclosure
or similar transaction).







20









 







“Loan” shall mean an extension of credit by a Lender to the Borrower under Article 2 in the
form of a Base Rate Advance or a LIBO Rate Advance.



“Loan Advances” shall mean any advance of any proceeds of the Loan hereunder, and as
defined in Section 2.1.1(a).



“Loan Agreement” shall have the meaning set forth in the Preamble.



“Loan Documents” shall have the meaning set forth in Section 3.2.



“Loan Notice” shall have the meaning set forth in Section 2.1.2(b),



“Loan Party” and “Loan Parties” shall mean, singly and collectively, the Borrower,
the Guarantors and each Borrowing Base Property Owner, and any Subsidiary and Affiliate of any of
the foregoing which is party to any Loan Document.



“Major Event of Loss” shall mean, with respect to any Borrowing Base Property, both (1) any
of the following: (a) any loss or destruction of, or damage to, such Borrowing Base Property such
that either (x) the repairs and restoration thereof cannot be completed, in the judgment of the
Lenders’ Consultant and if there is no Lenders’ Consultant, an independent architect or engineer
retained by the Borrower, within six (6) months after the occurrence of such loss, damage or
destruction or (y) rendering more than fifty percent (50%) of the Borrowing Base Property unusable
for the purposes conducted thereon immediately prior to such loss, destruction or damage, as
determined by the applicable Lenders’ Consultant and if there is no Lenders’ Consultant, an
independent architect or engineer retained by the Borrower; or (b) any actual condemnation, seizure
or taking, by exercise of the power of eminent domain or otherwise, of such Borrowing Base
Property, or confiscation of such Borrowing Base Property or the requisition of such Borrowing Base
Property by a Governmental Agency or any Person having the power of eminent domain, or any
voluntary transfer of such Borrowing Base Property or any portion thereof in lieu of any such
condemnation, seizure or taking, rendering more than fifty percent (50%) of the leaseable area of
such Borrowing Base Property unusable for the purposes conducted thereon immediately prior to
action, as determined by the Lenders’ Consultant and if there is no Lenders’ Consultant, an
independent architect or engineer retained by the Borrower, and (2) the Administrative Agent does
not elect under Section 14.3.3 to make Net Proceeds with respect to such Event of Loss available
for Repair Work.



“Major Lease” shall mean (i) any Lease for space in any Borrowing Base Property (x) in
excess of 25,000 rentable square feet, or (y) in excess of 15,000 rentable square feet and in
excess of ten percent (10%) of the rentable square footage of such Borrowing Base Property, or (ii)
any Lease with a tenant who is a tenant in more than one Borrowing Base Property and who leases
25,000 or more rentable square feet, in the aggregate, in all Borrowing Base Properties.



“Mandatory Principal Payment” shall have the meaning set forth in Section 2.3.8.




21









 







“Material Adverse Effect” shall mean a material adverse effect on (i) the business, assets,
operations or financial or other condition of any of the Borrower, CSC, or, taken as a whole, the
Loan Parties, (ii) the ability of any of the Borrower, CSC, or, taken as a whole, the Loan Parties
to perform any material Obligations or to pay any Obligations which it is or they are obligated to
pay in accordance with the terms hereof or of any other Loan Document, (iii) the rights of, or
benefits available to, the Administrative Agent and/or any of the Lenders under any Loan Document
or (iv) any Lien given to Administrative Agent and/or any of the Lenders on any material portion of
the Collateral or the priority of any such Lien.



“Maturity” shall mean the Initial Maturity Date, or, if extended pursuant to the terms
hereof, the Extended Maturity Date, or, in any instance, upon acceleration of the Loan, if the Loan
has been accelerated by the Lenders upon an Event of Default.



“Maturity Date” shall have the meaning set forth in Section 2.2.1.



“Maximum Loan Amount” shall have the meaning set forth in Section 2.1.1(a).



“Maximum Rate” shall have the meaning set forth in Section 15.2.



“Mortgage” shall have the meaning set forth in Section 3.1.1, as such agreements may be
amended, restated, supplemented or otherwise updated or modified from time to time.



“Net Operating Income” shall mean, for any period of determination, (i) net operating
income generated by an Individual Property for such period (i.e., gross operating income, inclusive
of any rent loss insurance, less expenses (exclusive of debt service, capital expenditures and
vacancy allowances and before depreciation and amortization)), determined in accordance with GAAP,
as generated by, through or under Leases, and (ii) all other income arising from direct operations
of or licenses or operating agreements for any part of the Individual Property determined on a GAAP
basis. For purposes hereof, all rental income shall be adjusted for straight line rents. Borrower
shall provide the Administrative Agent with all information and materials required by the
Administrative Agent necessary for the determination of Net Operating Income. If any Leases are
scheduled to expire during such period of determination, no rents or other amounts payable under
such Leases with respect to any portion of such period occurring after such scheduled expiration
date shall be included in the determination of Net Operating Income for such period. If any Leases
are scheduled to commence (and rent and occupancy pursuant thereto are also scheduled to commence)
during such period of determination, the rents and other amounts payable under such Leases with
respect to any period occurring after the scheduled commencement date shall be included in the
determination of Net Operating Income for such period.



“Net Proceeds” shall mean (i) the net amount of all insurance proceeds received under any
insurance policies other than Rent Loss Proceeds as a result of the occurrence of an Event of Loss
described in clause (a) of the definition of Event of Loss with respect to any Collateral Property,
after deduction of the reasonable costs and expenses (including, but not limited to reasonable
counsel fees), if any, in collecting the same, or (ii) the net amount of all awards and payments
received with respect to the occurrence of an Event of Loss described in clause (b) of







22









 







the
definition of Event of Loss, after deduction of the reasonable costs and expenses (including,
but not limited to reasonable counsel fees), if any, in collecting the same, whichever the case may
be.



“Net Worth” shall mean (a) the sum of (i) total CSC shareholders’ equity in the Borrower
and (ii) the limited partners’ interest in the Borrower (both controlling and non-controlling
interests) as of the Calculation Date appearing on the consolidated financial statements of CSC as
determined in accordance with GAAP, plus (b) depreciation and amortization provided after June 30,
2009 through the Calculation Date on a cumulative basis.



“Non-Retail Assets” shall mean Individual Properties that generate more than fifteen
percent (15%) of base rental revenues from non-retail tenants.



“Non-Stabilized Asset” shall mean an Individual Property that is not a Stabilized Asset.



“Note” shall mean, collectively, the various amended and restated promissory notes payable
to each Lender in the form of Exhibit B.



“Obligations” shall mean without limitation, all and each of the following, whether now
existing or hereafter arising:




     (a) Any and all direct and indirect liabilities, debts, and obligations of the Borrower or any
Loan Party to the Administrative Agent or any Lender under or arising out of the Loan Documents,
each of every kind, nature, and description.



     (b) Each obligation to repay any loan, advance, indebtedness, note, obligation, overdraft, or
amount now or hereafter owing by the Borrower or any Loan Party to the Administrative Agent or any
Lender (including all future advances whether or not made pursuant to a commitment by the
Administrative Agent or any Lender) under or arising out of the Loan Documents, whether or not any
of such are liquidated, unliquidated, primary, secondary, secured, unsecured, direct, indirect,
absolute, contingent, or of any other type, nature, or description, or by reason of any cause of
action which the Administrative Agent or any Lender may hold against the Borrower or any Loan Party
including, without limitation, any obligation arising under any Swap Contract with the
Administrative Agent or any Lender.



     (c) All notes and other obligations of the Borrower or any Loan Party now or hereafter
assigned to or held by the Administrative Agent or any Lender under or arising out of the Loan
Documents, each of every kind, nature, and description.



     (d) All interest, fees, and charges and other amounts which may be charged by the
Administrative Agent or any Lender to the Borrower or any Loan Party and/or which may be due from
the Borrower or any Loan Party to the Administrative Agent or any Lender from time to time under or
arising out of the Loan Documents.



     (e) All costs and expenses incurred or paid by the Administrative Agent or any Lender in
respect of any agreement between the Borrower or any Loan Party and the



23









 




Administrative Agent or any
Lender or instrument furnished by the Borrower or any Loan Party
to the Administrative Agent or any Lender (including, without limitation, costs of collection,
attorneys’ reasonable fees, and all court and litigation costs and expenses) in connection with the
Loan.




     (f) Any and all covenants of the Borrower or any Loan Party to or with the Administrative
Agent or any Lender and any and all obligations of the Borrower or any Loan Party to act or to
refrain from acting in accordance with any agreement between the Borrower or any Loan Party and the
Administrative Agent or any Lender or instrument furnished by the Borrower or any Loan Party to the
Administrative Agent or any Lender in connection with the Loan.


“Occupancy Ratio” shall mean with respect to any Borrowing Base Property, the ratio as
determined by the Administrative Agent of the rentable square footage thereof as to which tenants
are in physical occupancy and paying rent, to the total rentable square footage thereof.
Notwithstanding the foregoing, for purposes of determining compliance with Section 7.23.1 of this
Agreement, the Occupancy Ratio for any Borrowing Base Property as to which an Event of Loss has
occurred shall be equal to the greater of (i) the actual Occupancy Ratio with respect thereto or
(ii) the Occupancy Ratio immediately prior to the said Event of Loss for a period equal to the
lesser of (x) six (6) months from the occurrence of the Event of Loss or (y) the determination that
the subject Borrowing Base Property is not, or ceases to be, a Restoration Property.



“Officer’s Certificate” shall mean a certificate delivered to the Administrative Agent by
the Borrower, a Borrower Subsidiary, or a Guarantor, as the case may be respectively, which is
signed by an Authorized Officer.



“Other Taxes” shall mean all present or future stamp or documentary taxes or any other
excise or property taxes, charges or similar levies arising from any payment made hereunder or
under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with
respect to, this Agreement or any other Loan Document.



“Outstanding Amount” shall mean (i) with respect to the Loan on any date, the aggregate
outstanding principal amount thereof after giving effect to any borrowings and prepayments or
repayments of the Loan occurring on such date; and (ii) with respect to any L/C Obligations on any
date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit
Extension occurring on such date and any other changes in the aggregate amount of the L/C
Obligations as of such date, including as a result of any reimbursements by the Borrower of
Unreimbursed Amounts.



“Participant” shall have the meaning set forth in Section 13.3.4.



“PBGC” shall mean the Pension Benefit Guaranty Corporation established pursuant to Section
4002 of ERISA, or any successor thereto.



“Permitted Debt” shall have the meaning set forth in Section 8.4.







24









 







“Permitted Distributions” shall mean (a) so long as no Event of Default exists and is
continuing, or would be created thereby, any Distributions by the Borrower and CSC, (i) in any
amount, provided that such Distributions, to the extent not included in the determination of
Adjusted FFO, shall not exceed ninety-five (95%) percent of Adjusted FFO for the just completed
calendar quarter (with the initial test to be for the quarter ending September 30, 2009);
provided that any Distributions by the Borrower or CSC shall be permitted as are necessary
for CSC to maintain REIT status including any Distributions that are greater than the amounts set
forth in this subclause (a)(i), (ii) concerning the repurchase or redemption of stock of CSC or
partnership interests in the Borrower, or (iii) concerning the issuance of operating partnership
units or stock in return for equity interests in connection with any Permitted Investment, or (b)
at any time after and during the continuance of any Event of Default, such Distributions as are
necessary for CSC to maintain REIT status (measured on a quarterly basis), all of the foregoing
tested by the Borrower on each Calculation Date with results based upon the results for the most
recent Calculation Period, such calculation and results to be as verified by the Administrative
Agent.



“Permitted Liens” shall have the meaning set forth in Section 8.2.



“Permitted Investments” shall mean the following:




     (a) The Pro Rata Share of Investments in Development Assets (valued at undepreciated Book
Value) which, in the aggregate, do not exceed twenty five percent (25%) of Total Asset Value;



     (b) The Pro Rata Share of Investments in Land Assets which, in the aggregate, valued at Book
Value do not exceed ten percent (10%) of Total Asset Value;



     (c) Investments in Unconsolidated CSC Entities including, without limitation, the purchase of
all or any portion of any interests held by persons that are not Wholly-Owned Subsidiaries of the
Borrower;



     (d) The Pro Rata Share of Investments in Non-Retail Assets which, in the aggregate, do not
exceed five percent (5%) of Total Asset Value;



     (e) Investments in Swap Contracts; and



     (f) Investments in Individual Properties or in entities which own such Individual Properties,
provided that such investment does not cause a breach of a Financial Covenant; provided,
further, that in the event such an Investment in an entity would result in the ownership by the
subject Loan Party of fifty percent (50%) or more in the aggregate of the equity interests in such
entity, such Investment shall have been approved by the Board of Directors of the entity (or
similar governing body if such entity is not a corporation) which is the subject of such Investment
and such entity shall not have announced that it will oppose such Investment or shall not have
commenced any action which alleges that such Investment will violate any applicable Law.



25









 




“Person” shall mean any natural person, corporation, limited liability company, trust,
joint venture, association, company, partnership, Governmental Authority or other entity.



“Plan” shall mean any multiemployer or single-employer plan as defined in Section 4001 of
ERISA, which is maintained or contributed to by (or to which there is an obligation to contribute
of) any Loan Party or any ERISA Affiliate, including each such Plan for the five year period
immediately following the latest date on which such Loan Party or an ERISA Affiliate maintained,
contributed to or had an obligation to contribute to such Plan.



“Platform” shall have the meaning set forth in Section 7.2.13.



“Pledge and Security Agreement” shall have the meaning set forth in Section 3.1.6, as such
agreements may be amended, restated, supplemented or otherwise updated or modified from time to
time.



“Preliminary Approval” shall mean the following:




     (a) Delivery by the Borrower to the Administrative Agent and the Lenders of the following with
respect to any Individual Property proposed to be a Borrowing Base Property, each such item to the
reasonable satisfaction of the Administrative Agent and the Lenders:




     (i) physical description;




     (ii) current rent roll and operating statements;




     (iii) to the extent then available in Borrower’s files, the following: a survey,
environmental reports, copies of existing title insurance policies or a title commitment,
and copies of all title exceptions, engineering reports and similar information; and




     (iv) the Borrower’s certification that to its knowledge the proposed Borrowing Base
Property presently satisfies (or is anticipated to satisfy upon the grant of such
Collateral) the Eligibility Criteria set forth in subsections (a), (c), (d), and (e), of the
definition of Eligibility Criteria.



     (b) Administrative Agent and the Required Lenders shall, within ten (10) Business Days after
delivery of all items described in subsection (a), above, grant or deny the preliminary approval
for the proposed replacement Borrowing Base Property.


“Pro Rata Share” shall mean a calculation based on the percentage of the Capital Stock of
or other equity interest in any Person owned, directly or indirectly, by the Borrower and/or CSC.



“Public Lender” shall have the meaning set forth in Section 7.2.13.



“Register” shall have the meaning set forth in Section 13.3.3.







26









 







“REIT” shall mean a “real estate investment trust” as such term is defined in Section 856
of the Code.



“Related Parties” shall mean, with respect to any Person, such Person’s Affiliates and the
partners, directors, officers, employees, agents, trustees and advisors of such Person and of such
Person’s Affiliates.



“Release Conditions” shall have the meaning set forth in Section 3.3.



“Rent Loss Proceeds” shall mean the proceeds received under any rent loss or business
interruption insurance policies.



“Repair Work” shall have the meaning set forth in Section 14.1.



“Reportable Event” shall mean an event described in Section 4043(b) of ERISA with respect
to a Plan other than those events as to which the 30-day notice period is waived under subsection
 .13, .14, .16, .18, .19 or .20 of PBGC Regulation Section 2615, or as otherwise now or hereafter
defined in ERISA.



“Required Lenders” shall mean, as of any date of determination, Lenders having more than 66
2/3% of the Total Commitments or, if the Commitment of each Lender to make Loans and the obligation
of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 11,
Lenders holding in the aggregate at least 66 2/3% of the Obligations (including the aggregate
amount of each Lender’s risk participation and funded participation in L/C Obligations);
provided that the Commitment of, and the portion of the Obligations held or deemed held by,
any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.



“Restoration Property” shall mean any Collateral Property as to which an Event of Loss has
occurred and as to which the Net Proceeds are being made available in accordance with the terms and
provisions of Article 14 for Repair Work relative to the subject Collateral Property and such
Repair Work can be completed in six (6) months, as determined by the Administrative Agent in its
reasonable discretion.



“Security Documents” shall have the meaning set forth in Section 3.2.



“Stabilized Asset” shall mean an Individual Property which has an Occupancy Ratio of equal
to or greater than eighty percent (80%). If due to the occurrence of an Event of Loss as to any
Borrowing Base Property which was a Stabilized Asset prior to such Event of Loss, the Occupancy
Ratio with respect thereto is less than eighty percent (80%), such Borrowing Base Property shall
continue to be deemed to be a Stabilized Asset (notwithstanding that the Occupancy Ratio with
respect thereto is less than eighty percent (80%) as a result of such Event of Loss) for a period
equal to the lesser of (i) six (6) months from the occurrence of the Event of Loss or (ii) the
determination that the subject Borrowing Base Property is not, or ceases to be, a Restoration
Property; provided that the value derived from Individual Properties permitted to be
Stabilized Assets pursuant to this sentence, as calculated pursuant to clause (a) of the definition






27









 







of Borrowing Base Value, together with the Non-Stabilized Assets as calculated pursuant to clause
(b) of Borrowing Base Value, shall not exceed 10% of the Borrowing Base Value.



“State” shall mean the State or Commonwealth in which the subject of such reference or any
part thereof is located.



“Subsidiary” shall mean, as to any Person, a corporation, partnership, limited liability
company or other entity of which shares of stock or other ownership interests having ordinary
voting power (other than stock or such other ownership interests having such power only by reason
of the happening of a contingency) to elect a majority of the board of directors or other managers
of such corporation, limited liability company, partnership or other entity are at the time owned,
or the management of which is otherwise controlled, directly or indirectly through one or more
intermediaries, or both, by such Person.



“Swap Contract” shall mean (a) any and all rate swap transactions, basis swaps, credit
derivative transactions, forward rate transactions, commodity swaps, commodity options, forward
commodity contracts, equity or equity index swaps or options, bond or bond price or bond index
swaps or options or forward bond or forward bond price or forward bond index transactions, interest
rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar
transactions, currency swap transactions, cross-currency rate swap transactions, currency options,
spot contracts, or any other similar transactions or any combination of any of the foregoing
(including any options to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement, and (b) any confirmations relating to the foregoing
transactions and any Master Agreements related thereto, including, without limitation, any form of
master agreement published by the International Swaps and Derivatives Association, Inc., any
International Foreign Exchange Master Agreement, or any other master agreement (any such master
agreement, together with any related schedules, a “Master Agreement”).



“Swap Termination Value” shall mean, with respect to the Borrower or a Borrower Subsidiary,
in respect of any one or more Swap Contracts, after taking into account the effect of any legally
enforceable netting agreement relating to such Swap Contracts, for any date on or after the date
such Swap Contracts have been closed out and termination value(s) determined in accordance
therewith, such termination value(s) to be payable by the Borrower or such Subsidiary.



“Tax Expenses” shall mean tax expense (if any) attributable to income and franchise taxes
based on or measured by income, whether paid or accrued.



“Taxes” shall mean all present or future taxes, levies, imposts, duties, deductions,
withholdings (including backup withholding), assessments, fees or other charges imposed by any
Governmental Authority, including any interest, additions to tax or penalties applicable thereto.



“Total Asset Value” shall mean the aggregate of:




     (a) for all Individual Properties (which are neither Individual Properties acquired within the
prior 90 days from the Calculation Date, Development Assets, nor Land Assets but



28









 




shall include any Individual Properties currently held for sale), the Pro Rata Share of the
Calculation Period’s aggregate Adjusted Net Operating Income for all such Individual Properties,
annualized, capitalized at a rate of 9.00% (which capitalization rate may be adjusted once during
the remaining term of the Loan at the request of (i) the Required Lenders only upon the exercise by
the Borrower of its extension rights under Section 2.2.1 of this Loan Agreement; provided,
however, that any such adjustment by the Required Lenders shall not result in the increase
of the capitalization rate by more than fifty (50) basis points, or (ii) the Borrower, which such
request of the Borrower shall be subject to the prior written approval of the Required Lenders),
plus




     (b) for Land Assets, and for all Individual Properties which were acquired within the prior 90
days from the Calculation Date, the Pro Rata Share of the undepreciated Book Value as of the
Calculation Date; plus



     (c) for Development Assets, at the Borrower’s option, either the Pro Rata Share of the
undepreciated Book Value as of the Calculation Date or the Pro Rata Share of the Calculations
Period’s aggregate Adjusted Net Operating Income for such Development Asset, annualized,
capitalized at a rate of 9.00% (which capitalization rate may be adjusted once during the remaining
term of the Loan at the request of (i) the Required Lenders only upon the exercise by the Borrower
of its extension rights under Section 2.1.1 of this Loan Agreement; provided,
however, that any such adjustment by the Required Lenders shall not result in the increase
of the capitalization rate by more than fifty (50) basis points, or (ii) the Borrower, which such
request of the Borrower shall be subject to the prior written approval of the Required Lenders);
plus



     (d) for all unrestricted cash and cash equivalent investments, restricted cash held by a
qualified intermediary, and escrows owned by the Consolidated CSC Entities, the Pro Rata Share of
the Book Value as of the Calculation Date of such assets;



     (e) the Book Value of Investments in Unconsolidated CSC Entities net, without duplication, of
any indebtedness associated with such Unconsolidated CSC Entities; plus



     (f) deposits corresponding to outstanding Letters of Credit.



     The Pro Rata Share of Development Assets completed within the prior 90 days from a Calculation
Date will be valued as set forth in (c) above for a maximum of one hundred eighty (180) days from
completion (and continuing until end of such Calculation Period) and based on Adjusted Net
Operating Income under subsection (a) above thereafter.


“Total Commitment” shall mean the sum of the Commitments of the Lenders, as in effect from
time to time. On the Closing Date the Total Commitments equal $265,000,000.



“Total Outstandings” shall mean the aggregate Outstanding Amount.



“Treasury Rate” shall mean, as of the date of any calculation or determination, the latest
published rate for United States Treasury Notes or Bills (but the rate on Bills issued on a
discounted basis shall be converted to a bond equivalent) as published weekly in the Federal






29









 







Reserve Statistical Release H.15(519) of Selected Interest Rates in an amount which approximates
(as determined by Administrative Agent) the amount (i) approximately comparable to the portion of
the Loan to which the Treasury Rate applies for the Interest Period, or (ii) in the case of a
prepayment, the amount prepaid and with a maturity closest to the original maturity of the
installment which is prepaid in whole or in part.



“Type” shall mean, with respect to any Loan, its character as a Base Rate Advance or a LIBO
Rate Advance.



“UCC” or the “Uniform Commercial Code” shall mean the Uniform Commercial Code in
effect in the State of New York, provided, that as same relates to a Collateral Property, the UCC
shall mean the Uniform Commercial Code as adopted in such jurisdiction.



“Unconsolidated CSC Entity” or “Unconsolidated CSC Entities” shall mean each Person
as to which the Borrower and/or CSC own, directly or indirectly, any Capital Stock, but which is
not a Consolidated Subsidiary.



“United States” and “U.S.” shall each mean the United States of America.



“Unreimbursed Amount” shall have the meaning set forth in Section 2.7.3(a).



“Variable Rate Indebtedness” shall mean any Debt that bears interest at a variable rate
without the benefit of an interest rate hedge or other interest rate protection agreement. For the
avoidance of doubt, Variable Rate Indebtedness shall not include the notional amount of caps which
protect against an upward movement of the LIBO Rate up to 300 basis points.



“Wholly-Owned Subsidiary” shall mean, with respect to any Person, any other Person as to
which one-hundred (100%) percent of the Capital Stock thereof is owned, directly or indirectly, by
such Person; provided for purposes of this definition Cedar-Riverview, LP shall be deemed to be a
Wholly-Owned Subsidiary of the Borrower.




     1.2 Other Interpretive Provisions.



     With reference to this Agreement and each other Loan Document, unless otherwise specified
herein or in such other Loan Document:




     (a) The definitions of terms herein shall apply equally to the singular and plural
forms of the terms defined. Whenever the context may require, any pronoun shall include the
corresponding masculine, feminine and neuter forms. The words “include,”
“includes” and “including” shall be deemed to be followed by the phrase
“without limitation.” The word “will” shall be construed to have the same meaning
and effect as the word “shall.” Unless the context requires otherwise, (i) any
definition of or reference to any agreement, instrument or other document (including any
Formation Document) shall be construed as referring to such agreement, instrument or other
document as from time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein or in any
other Loan



30









 






Document), (ii) any reference herein to any Person shall be construed to include such
Person’s successors and assigns subject to restrictions on assignments as set forth in this
Agreement, (iii) the words “herein,” “hereof” and “hereunder,” and
words of similar import when used in any Loan Document, shall be construed to refer to such
Loan Document in its entirety and not to any particular provision thereof, (iv) all
references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan
Document in which such references appear, (v) any reference to any Law shall include all
statutory and regulatory provisions consolidating, amending, replacing or interpreting such
Law and any reference to any Law or regulation shall, unless otherwise specified, refer to
such Law or regulation as amended, modified or supplemented from time to time, and (vi) the
words “asset” and “property” shall be construed to have the same meaning and
effect and to refer to any and all tangible and intangible assets and properties, including
cash, securities, accounts and contract rights.




     (b) In the computation of periods of time from a specified date to a later specified
date, the word “from” means “from and including;” the words “to” and
“until” each mean “to but excluding;” and the word “through” means
“to and including.”




     (c) Section headings herein and in the other Loan Documents are included for
convenience of reference only and shall not affect the interpretation of this Agreement or
any other Loan Document.



     1.3 Accounting Terms.



     (a)

Generally. All accounting terms not specifically or completely defined
herein shall be construed in conformity with, and all financial data (including financial
ratios and other financial calculations) required to be submitted pursuant to this Agreement
shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from
time to time, applied in a manner consistent with that used in preparing the financial
statements required by Section 7.2.1, except as otherwise specifically prescribed
herein.






     (b)
   Changes in GAAP. If at any time any change in GAAP would affect the
computation of any financial ratio or requirement set forth in any Loan Document, and either
the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders
and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve
the original intent thereof in light of such change in GAAP (subject to the approval of the
Required Lenders); provided that, until so amended, (i) such ratio or
requirement shall continue to be computed in accordance with GAAP prior to such change
therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders
financial statements and other documents required under this Agreement or as reasonably
requested hereunder setting forth a reconciliation between calculations of such ratio or
requirement made before and after giving effect to such change in GAAP.


31









 











     1.4 Rounding.



     Any financial ratios required to be maintained by the Borrower pursuant to this Agreement
shall be calculated by dividing the appropriate component by the other component, carrying the
result to one place more than the number of places by which such ratio is expressed herein and
rounding the result up or down to the nearest number (with a rounding-up if there is no nearest
number). For example purposes only, in calculating the Fixed Charge Ratio, the calculation shall
initially result in three numbers right of the decimal point. If the last number is four or less,
the total number shall be rounded down. If the last number is 5 or more, the total number shall be
rounded up.



     1.5 Times of Day.



     Unless otherwise specified, all references herein to times of day shall be references to
Eastern time (daylight or standard, as applicable).



     1.6 Letter of Credit Amounts.



     Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be
deemed to be the stated amount of such Letter of Credit in effect at such time; provided,
however, that with respect to any Letter of Credit that, by its terms or the terms of any
Issuer Document related thereto, provides for one or more automatic increases in the stated amount
thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of
such Letter of Credit after giving effect to all such increases, whether or not such maximum stated
amount is in effect at such time.



2. LOAN PROVISIONS.




     2.1 General Loan Provisions.




2.1.1 Limit.




     (a) Subject to all of the terms and conditions hereof, the Lenders hereby agree
to make revolving loan advances (the “Loan Advances”) to the Borrower
between the date hereof and the Maturity Date; provided, that the Total
Outstandings shall at no time exceed the lesser of (i) the Total Commitment and (ii)
the Borrowing Base Value (the lesser of (i) and (ii), the “Maximum Loan
Amount”). Loan Advances may be repaid and reborrowed in accordance with the
provisions of this Agreement.




     (b) The obligations of the Lenders hereunder are several and independent and
not joint. No Lender shall become obligated to advance more than its Commitment
Percentage of the Loan including, without limitation, as a result of the failure of
any Lender to fulfill its obligations hereunder.



32









 






     (c) Provided no Default or Event of Default shall then be in existence, the
Borrower shall have the right, on one or more occasions prior to the Maturity Date,
to elect to increase the Total Commitment; provided, however, that
(i) the amount of each such increase shall not be less than Twenty Million Dollars
($20,000,000) and (ii) the aggregate amount of all such increases shall not cause
the Total Commitment to exceed Four Hundred Million Dollars ($400,000,000). Such
right may be exercised by the Borrower by written notice to the Administrative
Agent, which election shall designate the requested increased in the Total
Commitment. At the time of sending such notice, the Borrower (in consultation with
the Administrative Agent) shall specify the time period within which each Lender is
requested to respond (which shall in no event be less than ten (10) Business Days
from the date of delivery of such notice to the Lenders), and each Lender shall
endeavor to respond as promptly as possible within such time period. Each Lender
shall notify the Administrative Agent within such time period whether or not it
agrees to increase its Commitment (which decision shall be in its sole discretion)
and, if so, whether by an amount equal to, greater than, or less than its Commitment
Percentage of such requested increase. Any Lender not responding within such time
period shall be deemed to have declined to increase its Commitment. The
Administrative Agent shall notify the Borrower and each Lender of the Lenders’
responses to each request made hereunder. To achieve the full amount of a requested
increase and subject to the approval of the Administrative Agent and the L/C Issuer
(which approvals shall not be unreasonably withheld, conditioned or delayed), the
Borrower may also invite additional Eligible Assignees to become Lenders pursuant to
a joinder agreement in form and substance reasonably satisfactory to the
Administrative Agent and its counsel. If the Total Commitment is increased in
accordance with this Section, the Administrative Agent and the Borrower shall
determine the effective date (the “Increase Effective Date”) and the final
allocation of such increase. The Administrative Agent shall promptly notify the
Borrower and the Lenders of the final allocation of such increase (with such
increase being pro rata among existing Lenders choosing to increase their
commitments) and the Increase Effective Date. As a condition precedent to such
increase, the Borrower shall deliver to the Administrative Agent a certificate of
the Borrower dated as of the Increase Effective Date signed by an Authorized Officer
of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower
approving or consenting to such increase, and (ii) certifying that, before and after
giving effect to such increase, (A) the representations and warranties contained in
Article 6 and the other Loan Documents are true and correct in all material
respects on and as of the Increase Effective Date, except to the extent that such
representations and warranties specifically refer to an earlier date, in which case
they are true and correct in all material respects as of such earlier date, and
except that for purposes of this Section 2.1.1(c), the representations and
warranties contained in Section 6.8 shall be deemed to refer to the most recent
statements furnished to the Administrative Agent, and (B) no Default or Event of
Default exists. The Borrower shall prepay amounts of the Loan outstanding on the
Increase Effective Date (and pay any additional amounts required pursuant to Section
2.3.15) to the



33









 







extent necessary to keep the outstanding Loan ratable with any revised
Commitment Percentages arising from any non-ratable increase in the Commitments
under this Section. This Section shall supersede any provisions in Section 12.2 or
13.4.1 to the contrary.



     2.1.2 Procedures and Limits. Until the Maturity Date, the Lenders shall,
subject to the compliance with all of the other terms, conditions and provisions of this
Agreement and the absence of any Default or Event of Default at the time of such
disbursement, make disbursements to Borrower of Loan Advances in installments in accordance
with the following:




     (a) Written Requests. Loan Advances shall be made, at Borrower’s
written request to Administrative Agent, not more frequently than four (4) times a
month, on the basis of written requests, made in accordance with the method and
procedures described in Section 2.1.3 below; and Administrative Agent shall act upon
such requests within three (3) Business Days following the receipt of a written
request from Borrower for a Loan Advance, which action may include, without
limitation, funding the requested Loan Advance or specifying the basis for not
funding and, when applicable, requesting additional information and supporting
documentation. The date on which any Loan Advance is funded (or Letter of Credit is
issued) is herein called a “Drawdown Date.”




     (b) Requisitions, Certifications. Each request for a Loan Advance
shall be in writing and in the form attached hereto as Exhibit A (a “Loan
Notice”). Each such request shall specify (i) the amount of the Loan Advance
requested, (ii) the purpose of the Loan Advance requested, (iii) the Total
Outstandings (including the funding of the Loan Advance being requested), (iv) the
then aggregate remaining amount which may be funded under this Agreement, (v)
calculations evidencing the Borrower’s continued compliance with the Financial
Covenants, as satisfied by the Closing Compliance Certificate, or once delivered,
the most recent Compliance Certificate delivered by the Borrower, (vi) the requested
interest rate option and (vii) the Interest Period (if applicable). Each request
for a Loan Advance hereunder shall be for (a) a minimum amount as required by
Section 2.3.6, and (b) an amount not to exceed (x) the Maximum Loan Amount less (y)
the Total Outstandings (after giving effect to such Loan Advance).



     2.1.3 Funding Procedures. Following receipt of a Loan Notice, the
Administrative Agent shall promptly notify each Lender of the Drawdown Date and of the
amount of its Commitment Percentage of the applicable Loans. In the case of a Loan Advance,
each Lender shall make the amount of its Commitment Percentage of such Loan available to the
Administrative Agent in immediately available funds at the Administrative Agent’s Office not
later than 1:00 p.m. on the Business Day specified as the Drawdown Date in the applicable
Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 5.2 (and,
if such Loan Advance is the initial credit extension, Section 5.1), the Administrative Agent
shall make all funds so received



34









 




available to the Borrower in like funds as received by the Administrative Agent either
by (i) crediting the account of the Borrower on the books of Bank of America with the amount
of such funds or (ii) wire transfer of such funds, in each case in accordance with
instructions provided to the Administrative Agent by the Borrower; provided,
however, that if, on the date the Loan Notice with respect to such Loan Advance is
given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Loan
Advance, first, shall be applied to the payment in full of any such L/C Borrowings,
and second, shall be made available to the Borrower as provided above.




2.2 Term of Loan.




     2.2.1 Extension of Maturity. The Loan shall be for a term (the “Initial
Term”) commencing on the date hereof and ending on January 31, 2012 (the “Initial
Maturity Date”) or such earlier date as the Loan is accelerated pursuant to the terms of
this Agreement upon an Event of Default. The Initial Term may be extended for one year
(“Extended Term”) until January 31, 2013 (“Extended Maturity Date”) upon
satisfaction of the following conditions (hereinafter, the Initial Maturity Date and the
Extended Maturity Date may be referred to herein sometimes as the “Maturity Date” as
may be applicable):




     (a) No Default. No Default or Event of Default shall exist on the date
of the Borrower’s written notice for an extension as provided for in clause (b)
below and on the Initial Maturity Date.




     (b) Notice From Borrower. The Borrower shall have given the
Administrative Agent (and the Administrative Agent shall give prompt notice thereof
to the Lenders) written notice of the Borrower’s request to exercise its extension
right at least sixty (60) days, but no more than ninety (90) days, before the
Initial Maturity Date.




     (c) Covenant Compliance. No breach of any covenants imposed upon the
Borrower or the Guarantors shall exist including, without limitation, the Financial
Covenants.




     (d) Conditions Satisfied. All of the conditions set forth in Sections
5.1 of this Agreement, to the extent applicable, and Section 5.2 of this Agreement
shall continue to be satisfied.




     (e) Extension Fee. The Borrower shall have paid to the Administrative
Agent an extension fee (the “Extension Fee”) for the pro rata benefit of the
Lenders of twenty-five basis points (0.25%) of the Total Commitments, such Extension
Fee to be payable at least five (5) days prior to the Initial Maturity Date.



35









 






     (f) Appraisals. The Administrative Agent shall have obtained an
Appraisal (which may be an existing Appraisal if performed not more than twelve (12)
months prior to the Initial Maturity Date) on each Borrowing Base Property.




     (g) Additional Documents. The Borrower and the Guarantors shall have
executed and delivered to the Administrative Agent such agreements and documents as
the Administrative Agent may reasonably require incident to the extension.




     Within thirty (30) days following receipt by the Administrative Agent of the Borrower’s
written notice under clause 2.2.1(b) above requesting the extension accompanied by those of
the items described above which are then available, the Administrative Agent shall notify
the Borrower in writing if all of the conditions precedent to the extension, other than
payment of the Extension Fee, have been satisfied, or if further information, certificates
or work are required. If the Administrative Agent determines that the conditions to
extension have been satisfied, other than payment of the Extension Fee, the Administrative
Agent shall so notify the Borrower and the Lenders and upon the Administrative Agent’s
receipt of the Extension Fee not later than five (5) days prior to the Initial Maturity
Date, the term of the Loan shall be extended until the Extended Maturity Date.




     2.2.2 Termination/Reduction of Commitments.




     (a) The Borrower shall have the right to terminate this Agreement prior to the
originally scheduled Maturity Date by providing the Administrative Agent with ten
(10) days’ written notice of the Borrower’s intention to terminate this Agreement
(the date of such termination being the “Borrower Termination Date”). In the
event that the Borrower provides such written notice to the Administrative Agent,
(i) as of the date of the notice, the Lenders shall have no further obligation to
make or issue, and the Borrower shall have no further right to receive or request,
any Credit Extension hereunder, and (ii) the Borrower shall be obligated on the
Borrower Termination Date to (x) pay in full all accrued interest, principal and
other charges due with respect to the Loan, including, without limitation, any
Breakage Fees due on account of such payment and (y) either (1) provide
Administrative Agent with cash collateral equal to one hundred three percent (103%)
of the outstanding amount of all outstanding Letters of Credit from a source other
than the proceeds of the Loan or (2) return all outstanding Letters of Credit to the
Administrative Agent. If such cash collateral is posted, such funds shall be held
in an interest bearing account at the Administrative Agent, shall be pledged to
secure the Obligations, and shall be refunded on a dollar for dollar basis to the
Borrower upon the return to the Administrative Agent, or the expiration, of each
Letter of Credit.




     (b) The Borrower shall have the right to reduce the Total Commitment to an
amount not less than $150,000,000 prior to the originally scheduled Maturity Date by
providing the Administrative Agent with ten (10) days’ written



36









 






notice of the Borrower’s intention to reduce the Total Commitment (the date of
such reduction being the “Borrower Reduction Date”). In the event that the
Borrower provides such written notice to the Administrative Agent, (i) as of the
date of the notice, the Lenders shall have no further obligation to make or issue,
and the Borrower shall have no further right to receive or request, any Loans or any
Letters of Credit such that the Total Outstandings, would exceed such reduced Total
Commitment, and (ii) the Borrower shall be obligated on the Borrower Reduction Date
to pay in full the excess of outstanding principal balance of the Loan over the
reduced Total Commitment, including, without limitation, any Breakage Fees due on
account of such payment. In order to effect such reduced Total Commitment, the
Administrative Agent shall reduce the Lenders’ Commitments on a pro rata basis.



     2.3 Interest Rate and Payment Terms. The Loan shall be payable as to interest and
principal in accordance with the provisions of this Agreement. This Agreement also provides for
interest at a Default Rate, Late Charges and prepayment rights and fees. All payments for the
account of Lenders shall be applied to the respective accounts of the Lenders in accordance with
each Lender’s Commitment Percentage of the Loan. Any and all interest rate selection and
conversion provisions in this Agreement are to be administered by the Administrative Agent and to
be allocated on a pro rata basis to the portion of the balance held by each Lender based upon such
Lender’s Commitment Percentage.




     2.3.1 Borrower’s Options. Principal amounts outstanding under the Loan shall
bear interest at the following rates, at Borrower’s selection, subject to the conditions and
limitations provided for in this Agreement: (i) Base Rate plus the Applicable Margin or (ii)
LIBO Rate plus the Applicable Margin. Borrower’s right to select pricing options shall
cease upon the occurrence and during the continuation of any Event of Default.




     2.3.2 Selection To Be Made. Borrower shall select, and thereafter may change
the selection of, the applicable interest rate, from the alternatives otherwise provided for
in this Agreement, by giving Administrative Agent a Loan Notice (in accordance with the
requirements of Section 2.3.3, below): (i) three (3) Business Days prior to each Loan
Advance, (ii) three (3) Business Days prior to the end of each Interest Period applicable to
a LIBO Rate Advance which shall be continued as a LIBO Rate Advance, or (iii) three (3)
Business Days prior to any Business Day on which Borrower desires to convert an outstanding
Base Rate Advance to a LIBO Rate Advance.




     2.3.3 Notice. Each Loan Advance, each conversion of Loans from one Type to the
other, and each continuation of a LIBO Rate Advance shall be made upon the Authorized
Officer’s irrevocable notice to the Administrative Agent, which may be given by telephone.
Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i)
with respect to a LIBO Rate Advance, three (3) Business Days prior to, or (ii) with respect
to a Base Rate Advance, the requested date of any Loan Advance, conversion or continuation.
Each telephonic notice pursuant to this Section 2.3.3 must be confirmed promptly by delivery
to the Administrative Agent of a written Loan Notice, appropriately completed and signed by
an Authorized Officer of the Borrower.



37









 






     2.3.4 If No Notice. If the Borrower fails to select an interest rate option in
accordance with the foregoing prior to a Loan Advance, or at least three (3) Business Days
prior to the last day of the applicable Interest Period of an outstanding LIBO Rate Advance,
or if a LIBO Rate Advance is not available, any new Loan Advance made shall be deemed to be
a Base Rate Advance, and on the last day of the applicable Interest Period all outstanding
principal amounts of the applicable LIBO Rate Advance shall be deemed converted to a Base
Rate Advance.




     2.3.5 Telephonic Notice. Without any way limiting the Borrower’s obligation to
confirm in writing any telephonic notice, the Administrative Agent may act without liability
upon the basis of telephonic notice believed by the Administrative Agent in good faith to be
from the Borrower prior to receipt of written confirmation. In each case the Borrower
hereby waives the right to dispute the Administrative Agent’s record of the terms of such
telephonic Loan Notice in the absence of manifest error.




     2.3.6 Limits On Options. Each LIBO Rate Advance shall be in a minimum amount
of $100,000 or a whole multiple of $100,000 in excess thereof and each Base Rate Advance
shall be in a minimum amount of $100,000 or a whole multiple of $100,000 in excess thereof.
At no time shall there be outstanding a total of more than six (6) LIBO Rate Advances
outstanding at any time.




     2.3.7 Payment and Calculation of Interest. All interest shall be payable in
arrears commencing December 1, 2009 and on the first Business Day of each month thereafter
until the principal together with all interest and other charges payable with respect to the
Loan shall be fully paid. All computations of interest for Base Rate Advances shall be made
on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All
other computations of fees and interest shall be made on the basis of a 360-day year and
actual days elapsed (which results in more fees or interest, as applicable, being paid than
if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day
on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the
day on which the Loan or such portion is paid, provided that any Loan that is repaid on the
same day on which it is made shall, subject to Section 2.3.11, bear interest for one day.
Interest hereunder shall be due and payable in accordance with the terms hereof before and
after judgment, and before and after the commencement of any proceeding, under any Debtor
Relief Law.




     2.3.8 Mandatory Principal Payments. If, on any day, the Total Outstandings
exceed the Maximum Loan Amount, then the Borrower shall make a principal payment to the
Administrative Agent, for the ratable benefit of the Lenders, in the amount of such excess,
including any amounts required to be paid under Section 2.3.15 in immediately available
funds within ten (10) Business Days of demand from the Administrative Agent (a
“Mandatory Principal Payment”); provided, however, that if during such ten (10)
Business Day period, the Borrower delivers to the Administrative Agent Funding Evidence,
such ten (10) Business Day period shall be extended for such additional time as the
Administrative Agent determines, in its reasonable discretion, to be required by the



38









 







Borrower to make the Mandatory Principal Payment but in no event shall such period
exceed a maximum of sixty (60) days from the date that the Mandatory Principal Payment would
otherwise be due hereunder.




     2.3.9 Prepayment. The Loan or any portion thereof may be prepaid in full or in
part at any time upon two (2) Business Days prior written notice to the Administrative Agent
without premium or penalty with respect to Base Rate Advances and, with respect to LIBO Rate
Advances, subject to payment of any applicable Breakage Fee. Any amounts prepaid may be
reborrowed subject to the terms hereof.




     2.3.10 Maturity. At Maturity all accrued interest, principal and other charges
due with respect to the Loan shall be due and payable in full and the principal balance and
such other charges, including unpaid interest, shall, at the option of the Administrative
Agent, continue to bear interest thereafter at the Default Rate until so paid.




     2.3.11 Method of Payment; Date of Credit; Administrative Agent’s Clawback.




     (a) General. All payments to be made by the Borrower shall be made
without condition or deduction for any counterclaim, defense, recoupment or setoff.
Except as otherwise expressly provided herein, all payments by the Borrower
hereunder shall be made to the Administrative Agent, for the account of the
respective Lenders to which such payment is owed, at the Administrative Agent’s
Office in Dollars and in immediately available funds not later than 2:00 p.m. on the
date specified herein. The Administrative Agent will promptly distribute to each
Lender its Commitment Percentage (or other applicable share as provided herein) of
such payment in like funds as received by wire transfer to such Lender’s Lending
Office. All payments received by the Administrative Agent after 2:00 p.m. shall be
deemed received on the next succeeding Business Day and any applicable interest or
fee shall continue to accrue. If any payment to be made by the Borrower shall come
due on a day other than a Business Day, payment shall be made on the next following
Business Day, and such extension of time shall be reflected in computing interest or
fees, as the case may be.




(b) (i) Funding by Lenders; Presumption by Administrative Agent.
Unless the Administrative Agent shall have received notice from a Lender
prior to the proposed date of any LIBO Rate Advance (or, in the case of any
Base Rate Advance, prior to 12:00 noon on the date of such Loan Advance)
that such Lender will not make available to the Administrative Agent such
Lender’s share of such Loan Advance, the Administrative Agent may assume
that such Lender has made such share available on such date in accordance
with Section 2.1 (or, in the case of a Base Rate Advance, that such Lender
has made such share available in accordance with and at the time required by
Section 2.1) and may, in reliance upon such assumption, make available to
the Borrower a corresponding amount. In such event, if a Lender has not in
fact made its share of the applicable Loan Advance available to the
Administrative



39









 







Agent, then the applicable Lender and the Borrower severally agree to pay to
the Administrative Agent forthwith on demand such corresponding amount in
immediately available funds with interest thereon, for each day from and
including the date such amount is made available to the Borrower to but
excluding the date of payment to the Administrative Agent, at (A) in the
case of a payment to be made by such Lender, the greater of the Federal
Funds Rate and a rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation, plus any
administrative, processing or similar fees customarily charged by the
Administrative Agent in connection with the foregoing, and (B) in the case
of a payment to be made by the Borrower, the interest rate applicable to
Base Rate Advances. If the Borrower and such Lender shall pay such interest
to the Administrative Agent for the same or an overlapping period, the
Administrative Agent shall promptly remit to the Borrower the amount of such
interest paid by the Borrower for such period. If such Lender pays its
share of the applicable Loan Advance to the Administrative Agent, then the
amount so paid shall constitute such Lender’s Loan included in such Loan
Advance and the Borrower shall have no further obligation with respect
thereto under this Section 2.3.11(b)(i) in respect of such Lender’s share of
the Loan Advance; it being understood that such amount advanced by such
Lender shall constitute a Loan for all purposes hereunder. Any payment by
the Borrower shall be without prejudice to any claim the Borrower may have
against a Lender that shall have failed to make such payment to the
Administrative Agent.




     (ii) Payments by Borrower; Presumptions by Administrative
Agent. Unless the Administrative Agent shall have received notice from
the Borrower prior to the date on which any payment is due to the
Administrative Agent for the account of the Lenders or the L/C Issuer
hereunder, stating that the Borrower will not make such payment, the
Administrative Agent may assume that the Borrower has made such payment on
such date in accordance herewith and may, in reliance upon such assumption,
distribute to the Lenders or the L/C Issuer, as the case may be, the amount
due. In such event, if the Borrower has not in fact made such payment, then
each of the Lenders or the L/C Issuer, as the case may be, severally agrees
to repay to the Administrative Agent forthwith on demand the amount so
distributed to such Lender or the L/C Issuer, in immediately available funds
with interest thereon, for each day from and including the date such amount
is distributed to it to but excluding the date of payment to the
Administrative Agent, at the greater of the Federal Funds Rate and a rate
determined by the Administrative Agent in accordance with banking industry
rules on interbank compensation.



40









 






     A notice of the Administrative Agent to any Lender or the Borrower with respect
to any amount owing under this subsection (b) shall be conclusive, absent manifest
error.




     (c) Failure to Satisfy Conditions Precedent. If any Lender makes
available to the Administrative Agent funds for any Loan Advance to be made by such
Lender as provided in the foregoing provisions of this Section 2, and such funds are
not made available to the Borrower by the Administrative Agent because the
conditions to the applicable Credit Extension set forth in Section 5 are not
satisfied or waived in accordance with the terms hereof, the Administrative Agent
shall return such funds (in like funds as received from such Lender) to such Lender,
without interest.




     (d) Funding Source. Nothing herein shall be deemed to obligate any
Lender to obtain the funds for any Loan Advance in any particular place or manner or
to constitute a representation by any Lender that it has obtained or will obtain the
funds for any Loan Advance in any particular place or manner.




     2.3.12 Billings. The Administrative Agent may submit monthly billings
reflecting payments due; however, any changes in the interest rate which occur between the
date of billing and the due date may be reflected in the billing for a subsequent month.
Neither the failure of the Administrative Agent to submit a billing nor any error in any
such billing shall excuse the Borrower from the obligation to make full payment of all the
Borrower’s payment obligations when due.




     2.3.13 Default Rate.




     (a) If any Event of Default has occurred and is continuing pursuant to Section
10.1.1, the Borrower shall pay interest on the principal amount of all outstanding
Obligations hereunder at a fluctuating interest rate per annum at all times equal to
the Default Rate to the fullest extent permitted by applicable Laws.




     (b) Upon the request of the Required Lenders, while any other Event of Default
exists, the Borrower shall pay interest on the principal amount of all outstanding
Obligations hereunder at a fluctuating interest rate per annum at all times equal to
the Default Rate to the fullest extent permitted by applicable Laws.




     (c) Accrued and unpaid interest on past due amounts (including interest on past
due interest) shall be due and payable upon demand.




     2.3.14 Late Charges. The Borrower shall pay a late charge (herein, the
“Late Charge”) equal to five percent (5%) of the amount of any interest which is not
paid within ten (10) days of the due date thereof. Late charges are: (a) payable in
addition to, and not in limitation of, the Default Rate, (b) intended to compensate the
Administrative Agent and the Lenders for administrative and processing costs incident to
late payments,



41









 






(c) are not interest, and (d) shall not be subject to refund or rebate or credited
against any other amount due.




     2.3.15 Breakage Fees. The Borrower shall pay to the Administrative Agent, for
the ratable benefit of the Lenders, immediately upon request and notwithstanding contrary
provisions contained in any of the Loan Documents, such amounts as shall, in the conclusive
judgment of the Administrative Agent (in the absence of manifest error), compensate the
Administrative Agent and the Lenders for the loss, cost or expense which it may reasonably
incur as a result of (i) any payment or prepayment, under any circumstances whatsoever,
whether voluntary or involuntary, of all or any portion of a LIBO Rate Advance on a date
other than the last day of the applicable Interest Period of a LIBO Rate Advance, (ii) the
conversion, for any reason whatsoever, whether voluntary or involuntary, of any LIBO Rate
Advance to a Base Rate Advance on a date other than the last day of the applicable Interest
Period, (iii) the failure of all or a portion of a Loan Advance which was to have borne
interest at the LIBO Rate pursuant to the request of the Borrower to be made under the Loan
Agreement (except as a result of any act or omission of Lender), or (iv) the failure of the
Borrower to borrow in accordance with any request submitted by it for a LIBO Rate Advance.
Such amounts payable by the Borrower shall be equal to any administrative costs actually
incurred plus any amounts required to compensate for any loss, cost or expense incurred by
reason of the liquidation or redeployment of deposits or other funds acquired by the
Administrative Agent or any Lender to fund or maintain a LIBO Rate Advance (herein,
collectively, the “Breakage Fee”). A certificate from a Lender provided to the
Borrower by the Administrative Agent setting forth the calculation and amount of its
Breakage Fee shall be conclusive absent manifest error.



     2.4 Loan Fees.




     2.4.1 Loan Fees. The Borrower shall pay the Administrative Agent for the
account of the parties specified therein the various fees in accordance with the Fee Letter.




     2.4.2 Line Fee. The Borrower agrees to pay an unused line fee (the “Line
Fee”) to the Administrative Agent, for the pro rata benefit of the Lenders. The amount
of the Line Fee on any given day shall equal the Line Percentage multiplied by the amount on
such day by which the Total Commitments exceed the Total Outstandings. The Line Fee shall
be payable to the Administrative Agent quarterly in arrears on the first day of each
calendar quarter for the immediately preceding calendar quarter or portion thereof, with a
final payment on the Maturity Date and the first and last payments to be prorated based upon
the partial calendar quarters to which they apply.



     2.5 [Reserved].



42









 





     2.6 Additional Provisions Related to Interest Rate Selection.




2.6.1 Increased Costs. If any Change in Law shall:




     (a) impose, modify or deem applicable any reserve, special deposit, compulsory
loan, insurance charge or similar requirement against assets of, deposits with or
for the account of, or credit extended or participated in by, any Lender (except any
reserve requirement reflected in the LIBO Rate) or the L/C Issuer;




     (b) subject any Lender or the L/C Issuer to any tax of any kind whatsoever with
respect to this Agreement, any Letter of Credit, any participation in a Letter of
Credit or any LIBO Rate Advance made by it, or change the basis of taxation of
payments to such Lender or the L/C Issuer in respect thereof; or




     (c) impose on any Lender or the L/C Issuer or the London interbank market any
other condition, cost or expense affecting this Agreement or LIBO Rate Advances made
by such Lender or any Letter of Credit or participation therein;




and the result of any of the foregoing shall be to increase the cost to such Lender of
making or maintaining any LIBO Rate Advance (or of maintaining its obligation to make any
such Loan), or to increase the cost to such Lender or the L/C Issuer of participating in,
issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate
in or to issue any Letter of Credit), or to reduce the amount of any sum received or
receivable by such Lender or the L/C Issuer hereunder (whether of principal, interest or any
other amount) then, promptly upon request of such Lender or the L/C Issuer, the Borrower
will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or
amounts as will compensate such Lender or the L/C Issuer, as the case may be, for such
additional costs incurred or reduction suffered. A certificate from a Lender provided to
the Borrower by the Administrative Agent setting forth such amounts together with
calculations thereof shall be conclusive absent manifest error.




     2.6.2 Capital Requirements. If any Lender or the L/C Issuer determines that
any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such
Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital
requirements has or would have the effect of reducing the rate of return on such Lender’s or
the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding
company, if any, as a consequence of this Agreement, the Commitments of such Lender or the
Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters
of Credit issued by the L/C Issuer, to a level below that which such Lender or the L/C
Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such
Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the
policies of such Lender’s or the L/C Issuer’s holding company with respect to capital
adequacy), then from time to time (and in any event within twenty (20) days) the Borrower
will pay to such Lender or the L/C Issuer, as the case may be, such



43









 






additional amount or amounts as will compensate such Lender or the L/C Issuer or such
Lender’s or the L/C Issuer’s holding company for any such reduction suffered. A certificate
from a Lender provided to the Borrower by the Administrative Agent setting forth such
amounts together with calculations thereof shall be conclusive absent manifest error.




     2.6.3 Illegality. Notwithstanding any other provision of this Agreement, if
any Change in Law shall make it unlawful, or any central bank or Governmental Authority
shall assert by directive, guideline or otherwise, that it is unlawful, for any Lender to
make or maintain LIBO Rate Advances or to continue to fund or maintain LIBO Rate Advances,
and such Lender, without cost or expense, cannot hold or administer its Commitment from an
office where maintaining and funding LIBO Rate Advances can be accomplished, then, on
written notice thereof and demand by the Administrative Agent to the Borrower, (a) the
obligation of the Administrative Agent to make LIBO Rate Advances and to convert or continue
any Loan as LIBO Rate Advances shall terminate and (b) at the end of the applicable Interest
Period, the Borrower shall convert all principal outstanding under this Agreement into Base
Rate Advances.




2.6.4 Availability. If, before or after the Borrower has selected to take or
maintain a LIBO Rate Advance, but before the Interest Period with respect thereto commences,
the Administrative Agent notifies the Borrower that:




     (a) Dollar deposits in the amount and for the maturity requested are not
available to the Lenders in the London interbank market at the rate specified in the
definition of LIBO Rate set forth above, or




     (b) reasonable means do not exist for the Administrative Agent to determine the
LIBO Rate for the amounts and maturity requested,




then the principal which would have been a LIBO Rate Advance shall be a Base Rate Advance.




     2.6.5 Base Rate Advances. Each Base Rate Advance shall continue as a Base Rate
Advance until Maturity of the Loan, unless sooner converted, in whole or in part, to a LIBO
Rate Advance, subject to the limitations and conditions set forth in this Agreement.




     2.6.6 Delay in Requests. Failure or delay on the part of any Lender or the L/C
Issuer to demand compensation pursuant to the foregoing provisions of this Section shall not
constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such compensation,
provided that the Borrower shall not be required to compensate a Lender or the L/C
Issuer pursuant to the foregoing provisions of this Section for any increased costs incurred
or reductions suffered more than six months prior to the date that such Lender or the L/C
Issuer, as the case may be, notifies the Borrower of the change in Law giving rise to such
increased costs or reductions and of such Lender’s or the L/C Issuer’s intention to claim
compensation therefor (except that, if the change in Law giving rise to



44









 







such increased costs or reductions is retroactive, then the six-month period referred
to above shall be extended to include the period of retroactive effect thereof).




     2.6.7 Mitigation.




     (a) Designation of a Different Lending Office. If any Lender requests
compensation under this Section 2.6, or the Borrower is required to pay any
additional amount to any Lender, the L/C Issuer or any Governmental Authority for
the account of any Lender or the L/C Issuer pursuant to Section 2.8, then such
Lender or the L/C Issuer shall, as applicable, use reasonable efforts to designate a
different Lending Office for funding or booking its Loans hereunder or to assign its
rights and obligations hereunder to another of its offices, branches or affiliates,
if, in the judgment of such Lender or the L/C Issuer, such designation or assignment
(i) would eliminate or reduce amounts payable pursuant to Section 2.8 or 2.6.1,
2.6.2, as the case may be, and (ii) in each case, would not subject such Lender or
the L/C Issuer, as the case may be, to any unreimbursed cost or expense and would
not otherwise be disadvantageous to such Lender or the L/C Issuer, as the case may
be. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by
any Lender or the L/C Issuer in connection with any such designation or assignment.




     (b) Replacement of Lenders. If any Lender requests compensation under
Section 2.6.1 or 2.6.2, or if the Borrower is required to pay any additional amount
to any Lender or any Governmental Authority for the account of any Lender pursuant
to Section 2.8, the Borrower may replace such Lender in accordance with Section
13.2.4.



     2.6.8

    Survival. All of the Borrower’s obligations under this Section 2.6 shall
survive termination of the Total Commitments, repayment of all other Obligations hereunder
and resignation of the Administrative Agent.




     2.7 Letters of Credit.




2.7.1 The Letter of Credit Commitment.




     (a) Subject to the terms and conditions set forth herein, (A) the L/C Issuer
agrees, in reliance upon the agreements of the Lenders set forth in this Section
2.7, (1) from time to time on any Business Day during the period from the Closing
Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the
account of the Borrower or Borrower Subsidiaries, and to amend or extend Letters of
Credit previously issued by it, in accordance with Section 2.7.2 below, and (2) to
honor drawings under the Letters of Credit; and (B) the Lenders severally agree to
participate in Letters of Credit issued for the account of the Borrower, Borrower
Subsidiaries and any drawings thereunder; provided that after giving effect to any
L/C Credit Extension with respect to any Letter of Credit, (x) the Total
Outstandings shall not exceed the Total Commitment, (y) the



45









 






aggregate Outstanding Amount of the Loans of any Lender, plus such Lender’s
Commitment Percentage of the Outstanding Amount of all L/C Obligations, shall not
exceed such Lender’s Commitment, and (z) the Outstanding Amount of the L/C
Obligations shall not exceed the Letter of Credit Sublimit. Each request by the
Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a
representation by the Borrower that the L/C Credit Extension so requested complies
with the conditions set forth in the proviso to the preceding sentence. Within the
foregoing limits, and subject to the terms and conditions hereof, the Borrower’s
ability to obtain Letters of Credit shall be fully revolving, and accordingly the
Borrower may, during the foregoing period, obtain Letters of Credit to replace
Letters of Credit that have expired or that have been drawn upon and reimbursed.
All Existing Letters of Credit shall be deemed to have been issued pursuant hereto,
and from and after the Closing Date shall be subject to and governed by the terms
and conditions hereof.




     (b) The L/C Issuer shall not issue any Letter of Credit, if:




     (i) subject to Section 2.7.2(c), the expiry date of such requested
Letter of Credit would occur more than twelve months after the date of
issuance or last extension, unless the Required Lenders have approved such
expiry date; or




     (ii) the expiry date of such requested Letter of Credit would occur
after the Letter of Credit Expiration Date, unless all the Lenders have
approved such expiry date, subject to Section 2.7.7.




     (c) The L/C Issuer shall not be under any obligation to issue any Letter of
Credit if:




     (i) any order, judgment or decree of any Governmental Authority or
arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer
from issuing such Letter of Credit, or any Legal Requirement applicable to
the L/C Issuer or any request or directive (whether or not having the force
of law) from any Governmental Authority with jurisdiction over the L/C
Issuer shall prohibit, or request that the L/C Issuer refrain from, the
issuance of letters of credit generally or such Letter of Credit in
particular or shall impose upon the L/C Issuer with respect to such Letter
of Credit any restriction, reserve or capital requirement (for which the L/C
Issuer is not otherwise compensated hereunder) not in effect on the Closing
Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or
expense which was not applicable on the Closing Date and which the L/C
Issuer in good faith deems material to it;




     (ii) the issuance of such Letter of Credit would violate one or more
policies of the L/C Issuer;



46









 






     (iii) except as otherwise agreed by the Administrative Agent and the
L/C Issuer, such Letter of Credit is in an initial stated amount less than
$25,000;




     (iv) such Letter of Credit is to be denominated in a currency other
than Dollars;




     (v) such Letter of Credit contains any provisions for automatic
reinstatement of the stated amount after any drawing thereunder; or




     (vi) a default of any Lender’s obligations to fund under Section 2.7.3
exists or any Lender is at such time an Impacted Lender hereunder, unless
the L/C Issuer has entered into satisfactory arrangements with the Borrower
or such Lender to eliminate the L/C Issuer’s risk with respect to such
Lender, subject to the provisions of Section 13.2.4.




     (d) The L/C Issuer shall be under no obligation to amend any Letter of Credit
if (A) the L/C Issuer would have no obligation at such time to issue such Letter of
Credit in its amended form under the terms hereof, or (B) the beneficiary of such
Letter of Credit does not accept the proposed amendment to such Letter of Credit.




     (e) The L/C Issuer shall act on behalf of the Lenders with respect to any
Letters of Credit issued by it and the documents associated therewith, and the L/C
Issuer shall have all of the benefits and immunities (A) provided to the
Administrative Agent in Article 13 with respect to any acts taken or omissions
suffered by the L/C Issuer in connection with Letters of Credit issued by it or
proposed to be issued by it and Issuer Documents pertaining to such Letters of
Credit as fully as if the term “Administrative Agent” as used in Article 13 included
the L/C Issuer with respect to such acts or omissions, and (B) as additionally
provided herein with respect to the L/C Issuer.




     2.7.2 Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension
Letters of Credit.




     (a) Each Letter of Credit shall be issued or amended, as the case may be, upon
the request of the Borrower delivered to the L/C Issuer (with a copy to the
Administrative Agent) in the form of a Letter of Credit Application, appropriately
completed and signed by an Authorized Officer of the Borrower. Such Letter of
Credit Application must be received by the L/C Issuer and the Administrative Agent
not later than 11:00 a.m. (Eastern Time) at least two Business Days (or such later
date and time as the Administrative Agent and the L/C Issuer may agree in a
particular instance in their sole discretion) prior to the proposed issuance date or
date of amendment, as the case may be. In the case of a request for an initial
issuance of a Letter of Credit, such Letter of Credit



47









 






Application shall specify in form and detail reasonably satisfactory to the L/C
Issuer: (A) the proposed issuance date of the requested Letter of Credit (which
shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D)
the name and address of the beneficiary thereof; (E) the documents to be presented
by such beneficiary in case of any drawing thereunder; (F) the full text of any
certificate to be presented by such beneficiary in case of any drawing thereunder;
and (G) such other matters as the L/C Issuer may reasonably require. In the case of
a request for an amendment of any outstanding Letter of Credit, such Letter of
Credit Application shall specify in form and detail satisfactory to the L/C Issuer
(1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof
(which shall be a Business Day); (3) the nature of the proposed amendment; and (4)
such other matters as the L/C Issuer may reasonably require. Additionally, the
Borrower shall furnish to the L/C Issuer and the Administrative Agent such other
documents and information pertaining to such requested Letter of Credit issuance or
amendment, including any Issuer Documents, as the L/C Issuer or the Administrative
Agent may reasonably require.




     (b) Promptly after receipt of any Letter of Credit Application, the L/C Issuer
will provide the Administrative Agent with a copy thereof. Unless the L/C Issuer
has received written notice from any Lender, the Administrative Agent or any Loan
Party, at least one Business Day prior to the requested date of issuance or
amendment of the applicable Letter of Credit, that one or more applicable conditions
contained in Section 5.2 shall not then be satisfied, then, subject to the terms and
conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of
Credit for the account of the Borrower or the applicable Borrower Subsidiary or
enter into the applicable amendment, as the case may be, in each case in accordance
with the L/C Issuer’s usual and customary business practices. Immediately upon the
issuance of each Letter of Credit, each Lender shall be deemed to, and hereby
irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk
participation in such Letter of Credit in an amount equal to the product of such
Lender’s Commitment Percentage times the amount of such Letter of Credit.




     (c) If the Borrower so requests in any applicable Letter of Credit Application,
the L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of
Credit that has automatic extension provisions (each, an “Auto-Extension Letter
of Credit”); provided that any such Auto-Extension Letter of Credit must permit
the L/C Issuer to prevent any such extension at least once in each twelve-month
period (commencing with the date of issuance of such Letter of Credit) by giving
prior notice to the beneficiary thereof not later than a day (the “Non-Extension
Notice Date”) in each such twelve-month period to be agreed upon at the time
such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, the
Borrower shall not be required to make a specific request to the L/C Issuer for any
such extension. Once an Auto-Extension Letter of Credit has been issued, the
Lenders shall be deemed to have authorized (but may not require)



48









 






the L/C Issuer to permit the extension of such Letter of Credit at any time to
an expiry date not later than the Letter of Credit Expiration Date unless all the
Lenders have approved such later expiry date, subject to Section 2.7.7;
provided, however, that the L/C Issuer shall not permit any such extension
if (A) the L/C Issuer has determined that it would not be permitted, or would have
no obligation, at such time to issue such Letter of Credit in its revised form (as
extended) under the terms hereof (by reason of the provisions of clause (ii) or
(iii) of Section 2.7.1 or otherwise), or (B) it has received notice (which may be by
telephone or in writing) on or before the day that is five Business Days before the
Non-Extension Notice Date (1) from the Administrative Agent that the Required
Lenders have elected not to permit such extension or (2) from the Administrative
Agent, any Lender or the Borrower that one or more of the applicable conditions
specified in Section 5.2 are not then satisfied, and in each such case directing the
L/C Issuer not to permit such extension.




     (d) If the Borrower so requests in any applicable Letter of Credit Application,
the L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of
Credit that permits the automatic reinstatement of all or a portion of the stated
amount thereof after any drawing thereunder (each, an “Auto-Reinstatement Letter
of Credit”). Unless otherwise directed by the L/C Issuer, the Borrower shall
not be required to make a specific request to the L/C Issuer to permit such
reinstatement. Once an Auto-Reinstatement Letter of Credit has been issued, except
as provided in the following sentence, the Lenders shall be deemed to have
authorized (but may not require) the L/C Issuer to reinstate all or a portion of the
stated amount thereof in accordance with the provisions of such Letter of Credit.
Notwithstanding the foregoing, if such Auto-Reinstatement Letter of Credit permits
the L/C Issuer to decline to reinstate all or any portion of the stated amount
thereof after a drawing thereunder by giving notice of such non-reinstatement within
a specified number of days after such drawing (the “Non-Reinstatement
Deadline”), the L/C Issuer shall not permit such reinstatement if it has
received a notice (which may be by telephone or in writing) on or before the day
that is five Business Days before the Non-Reinstatement Deadline (A) from the
Administrative Agent that the Required Lenders have elected not to permit such
reinstatement or (B) from the Administrative Agent, any Lender or the Borrower that
one or more of the applicable conditions specified in Section 5.2 are not then
satisfied (treating such reinstatement as an L/C Credit Extension for purposes of
this clause) and, in each case, directing the L/C Issuer not to permit such
reinstatement.




     (e) Promptly after its delivery of any Letter of Credit or any amendment to a
Letter of Credit to an advising bank with respect thereto or to the beneficiary
thereof, the L/C Issuer will also deliver to the Borrower and the Administrative
Agent a true and complete copy of such Letter of Credit or amendment.



49









 






2.7.3 Drawings and Reimbursements; Funding of Participations.




     (a) Upon receipt from the beneficiary of any Letter of Credit of any notice of
a drawing under such Letter of Credit, the L/C Issuer shall notify the Borrower and
the Administrative Agent thereof. Not later than 11:00 a.m. (Eastern Time) on the
date of any payment by the L/C Issuer under a Letter of Credit (each such date, an
“Honor Date”), the Borrower shall reimburse the L/C Issuer through the
Administrative Agent in an amount equal to the amount of such drawing. If the
Borrower fails to so reimburse the L/C Issuer by such time, the Administrative Agent
shall promptly notify each Lender of the Honor Date, the amount of the unreimbursed
drawing (the “Unreimbursed Amount”), and the amount of such Lender’s
Commitment Percentage thereof. In such event, the Borrower shall be deemed to have
requested a Base Rate Advance to be disbursed on the Honor Date in an amount equal
to the Unreimbursed Amount, without regard to the minimum and multiples specified in
Section 2.1 for the principal amount of the Loan, but subject to the amount of the
unutilized portion of the Total Commitment and the conditions set forth in Section
5.2. Any notice given by the L/C Issuer or the Administrative Agent pursuant to
this Section 2.7.3(a) may be given by telephone if immediately confirmed in writing;
provided that the lack of such an immediate confirmation shall not affect the
conclusiveness or binding effect of such notice.




     (b) Each Lender shall upon any notice pursuant to Section 2.7.3(a) make funds
available to the Administrative Agent for the account of the L/C Issuer at the
Administrative Agent’s Office in an amount equal to its Commitment Percentage of the
Unreimbursed Amount not later than 1:00 p.m. (Eastern Time) on the Business Day
specified in such notice by the Administrative Agent, whereupon, subject to the
provisions of Section 2.7.3(c), each Lender that so makes funds available shall be
deemed to have made a Base Rate Advance to the Borrower in such amount. The
Administrative Agent shall remit the funds so received to the L/C Issuer.




     (c) With respect to any Unreimbursed Amount that is not fully refinanced by a
Loan Advance because the conditions set forth in Section 5.2 cannot be satisfied or
for any other reason, the Borrower shall be deemed to have incurred from the L/C
Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so
refinanced, which L/C Borrowing shall be due and payable on demand (together with
interest) and shall bear interest at the Default Rate. In such event, each Lender’s
payment to the Administrative Agent for the account of the L/C Issuer pursuant to
Section 2.7.3 (b) shall be deemed payment in respect of its participation in such
L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction
of its participation obligation under this Section 2.7.




     (d) Until each Lender funds its Commitment Percentage of any Loan Advance or
L/C Advance pursuant to this Section 2.7.3 to reimburse the L/C



50









 






Issuer for any amount drawn under any Letter of Credit, interest in respect of
such Lender’s Commitment Percentage of such amount shall be solely for the account
of the L/C Issuer.




     (e) Each Lender’s obligation to make Loan Advances or L/C Advances to reimburse
the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this
Section 2.7.3, shall be absolute and unconditional and shall not be affected by any
circumstance, including (A) any setoff, counterclaim, recoupment, defense or other
right which such Lender may have against the L/C Issuer, the Borrower or any other
Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or
(C) any other occurrence, event or condition, whether or not similar to any of the
foregoing; provided, however, that each Lender’s obligation to make Loan Advances
pursuant to this Section 2.7.3 is subject to the conditions set forth in Section
5.2. No such making of an L/C Advance shall relieve or otherwise impair the
obligation of the Borrower to reimburse the L/C Issuer for the amount of any payment
made by the L/C Issuer under any Letter of Credit, together with interest as
provided herein.




     (f) If any Lender fails to make available to the Administrative Agent for the
account of the L/C Issuer any amount required to be paid by such Lender pursuant to
the foregoing provisions of this Section 2.7.3 by the time specified in Section
2.7.3(b), the L/C Issuer shall be entitled to recover from such Lender (acting
through the Administrative Agent), on demand, such amount with interest thereon for
the period from the date such payment is required to the date on which such payment
is immediately available to the L/C Issuer at a rate per annum equal to the greater
of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with
banking industry rules on interbank compensation. A certificate of the L/C Issuer
submitted to any Lender (through the Administrative Agent) with respect to any
amounts owing under this clause (vi) shall be conclusive absent manifest error.




2.7.4 Repayment of Participations.




     (a) At any time after the L/C Issuer has made a payment under any Letter of
Credit and has received from any Lender such Lender’s L/C Advance in respect of such
payment in accordance with Section 2.7.3, if the Administrative Agent receives for
the account of the L/C Issuer any payment in respect of the related Unreimbursed
Amount or interest thereon (whether directly from the Borrower or otherwise,
including proceeds of Cash Collateral applied thereto by the Administrative Agent),
the Administrative Agent will distribute to such Lender its Commitment Percentage
thereof (appropriately adjusted, in the case of interest payments, to reflect the
period of time during which such Lender’s L/C Advance was outstanding) in the same
funds as those received by the Administrative Agent.



51









 






     (b) If any payment received by the Administrative Agent for the account of the
L/C Issuer pursuant to Section 2.7.3(a) is required to be returned under any of the
provisions of this Agreement (including pursuant to any settlement entered into by
the L/C Issuer in its discretion), each Lender shall pay to the Administrative Agent
for the account of the L/C Issuer its Commitment Percentage thereof on demand of the
Administrative Agent, plus interest thereon from the date of such demand to the date
such amount is returned by such Lender, at a rate per annum equal to the Federal
Funds Rate from time to time in effect. The obligations of the Lenders under this
clause shall survive the payment in full of the Obligations and the termination of
this Agreement.




     2.7.5 Obligations Absolute. The obligation of the Borrower to reimburse the
L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing
shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance
with the terms of this Agreement under all circumstances, including the following:




     (a) any lack of validity or enforceability of such Letter of Credit, this
Agreement, or any other Loan Document;




     (b) the existence of any claim, counterclaim, setoff, defense or other right
that the Borrower or any Borrower Subsidiary may have at any time against any
beneficiary or any transferee of such Letter of Credit (or any Person for whom any
such beneficiary or any such transferee may be acting), the L/C Issuer or any other
Person, whether in connection with this Agreement, the transactions contemplated
hereby or by such Letter of Credit or any agreement or instrument relating thereto,
or any unrelated transaction;




     (c) any draft, demand, certificate or other document presented under such
Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any
respect or any statement therein being untrue or inaccurate in any respect; or any
loss or delay in the transmission or otherwise of any document required in order to
make a drawing under such Letter of Credit;




     (d) any payment by the L/C Issuer under such Letter of Credit against
presentation of a draft or certificate that does not strictly comply with the terms
of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of
Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession,
assignee for the benefit of creditors, liquidator, receiver or other representative
of or successor to any beneficiary or any transferee of such Letter of Credit,
including any arising in connection with any proceeding under any Debtor Relief Law;
or




     (e) any other circumstance or happening whatsoever, whether or not similar to
any of the foregoing, including any other circumstance that might otherwise
constitute a defense available to, or a discharge of, the Borrower or any Borrower
Subsidiary.



52









 






The Borrower shall promptly examine a copy of each Letter of Credit and each amendment
thereto that is delivered to it and, in the event of any claim of noncompliance with the
Borrower’s instructions or other irregularity, the Borrower will, immediately after
discovery thereof, notify the L/C Issuer. The Borrower shall be conclusively deemed to have
waived any such claim against the L/C Issuer and its correspondents unless such notice is
given as aforesaid.




     2.7.6 Role of L/C Issuer. Each Lender and the Borrower agree that, in paying
any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to
obtain any document (other than any sight draft, certificates and documents expressly
required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy
of any such document or the authority of the Person executing or delivering any such
document. None of the L/C Issuer, the Administrative Agent, any of their respective
Affiliates nor any correspondent, participant or assignee of the L/C Issuer shall be liable
to any Lender for (i) any action taken or omitted in connection herewith at the request or
with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action
taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due
execution, effectiveness, validity or enforceability of any document or instrument related
to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the
acts or omissions of any beneficiary or transferee with respect to its use of any Letter of
Credit; provided, however, that this assumption is not intended to, and shall not, preclude
the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or
transferee at law or under any other agreement. None of the L/C Issuer, the Administrative
Agent, any of their respective Affiliates nor any correspondent, participant or assignee of
the L/C Issuer shall be liable or responsible for any of the matters described in clauses
(a) through (e) of Section 2.7.5 provided, however, that anything in such clauses to the
contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C
Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct,
as opposed to consequential or exemplary, damages suffered by the Borrower which the
Borrower proves were caused by the L/C Issuer’s willful misconduct or gross negligence or
the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to
it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms
and conditions of a Letter of Credit. In furtherance and not in limitation of the
foregoing, the L/C Issuer may accept documents that appear on their face to be in order,
without responsibility for further investigation, regardless of any notice or information to
the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of
any instrument transferring or assigning or purporting to transfer or assign a Letter of
Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which
may prove to be invalid or ineffective for any reason.




     2.7.7 Cash Collateral. Upon the request of the Administrative Agent, (i) if
the L/C Issuer has honored any full or partial drawing request under any Letter of Credit
and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit
Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrower



53









 






shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all
L/C Obligations. For purposes of this Agreement, “Cash Collateralize” means to
pledge and deposit with or deliver to the Administrative Agent, for the benefit of the L/C
Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account
balances (the “Cash Collateral”) pursuant to documentation in form and substance
satisfactory to the Administrative Agent and the L/C Issuer (which documents are hereby
consented to by the Lenders). Derivatives of such term have corresponding meanings. The
Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuer and
the Lenders, a security interest in all such Cash Collateral and all proceeds of the
foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit
accounts at Bank of America.




     2.7.8 Applicability of ISP. Unless otherwise expressly agreed by the L/C
Issuer and the Borrower when a Letter of Credit is issued (including any such agreement
applicable to an Existing Letter of Credit), the rules of the ISP shall apply to each
standby Letter of Credit.




     2.7.9 Letter of Credit Fees. The Borrower shall pay to the Administrative
Agent for the account of each Lender in accordance with its Commitment Percentage an annual
Letter of Credit fee (the “Letter of Credit Fee”) for each standby Letter of Credit
equal to the Applicable Margin for LIBO Rate Advances times the maximum stated amount
available to be drawn under such Letter of Credit. For purposes of computing the daily
amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit
shall be determined in accordance with Section 2.7.13. Letter of Credit Fees shall be (i)
computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day
after the end of each March, June, September and December, commencing with the first such
date to occur after the issuance of such Letter of Credit and on the Letter of Credit
Expiration Date. The first and last payments of such Letter of Credit fee are to be
prorated based upon the partial calendar quarters to which they apply. If there is any
change in the Applicable Margin for LIBO Rate Advances during any quarter, the daily amount
available to be drawn under each standby Letter of Credit shall be computed and multiplied
by the Applicable Margin for LIBO Rate Advances separately for each period during such
quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary
contained herein, upon the request of the Required Lenders, while any Event of Default
exists, all Letter of Credit Fees shall accrue at the Default Rate.




     2.7.10 Fronting Fee and Documentary and Processing Charges Payable to L/C
Issuer. The Borrower shall pay directly to the L/C Issuer for its own account a
fronting fee (i) with respect to each Letter of Credit, of one eighth of one percent (.125%)
per annum, computed on the maximum stated amount of such Letter of Credit. Such fronting
fee shall be due and payable on the first Business Day after the end of each March, June,
September and December in respect of the most recently-ended quarterly period (or portion
thereof, in the case of the first payment), commencing with the first such date to occur
after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and
thereafter on demand. For purposes of computing the maximum stated amount



54









 







available to be drawn under any Letter of Credit, the amount of such Letter of Credit
shall be determined in accordance with Section 2.7.13. In addition, the Borrower shall pay
directly to the L/C Issuer for its own account the customary issuance, presentation,
amendment and other processing fees, and other standard costs and charges, of the L/C Issuer
relating to letters of credit as from time to time in effect. Such customary fees and
standard costs and charges are due and payable on demand and are nonrefundable.




     2.7.11 Conflict with Issuer Documents. In the event of any conflict between
the terms hereof and the terms of any Issuer Document, the terms hereof shall control.




     2.7.12 Letters of Credit Issued for Borrower Subsidiaries. Notwithstanding
that a Letter of Credit issued or outstanding hereunder is in support of any obligations of,
or is for the account of, a Borrower Subsidiary, the Borrower shall be obligated to
reimburse the L/C Issuer hereunder for any and all drawings under such Letter of Credit.
The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of
Borrower Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s
business derives substantial benefits from the businesses of such Borrower Subsidiaries.




     2.7.13 Amount. Unless otherwise specified herein, the amount of a Letter of
Credit at any time shall be deemed to be the stated amount of such Letter of Credit in
effect at such time; provided, however, that with respect to any Letter of
Credit that, by its terms or the terms of any Issuer Document related thereto, provides for
one or more automatic increases in the stated amount thereof, the amount of such Letter of
Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving
effect to all such increases, whether or not such maximum stated amount is in effect at such
time.



     2.8 Taxes.




     2.8.1 Payments Free of Taxes; Obligation to Withhold; Payments on Account of
Taxes.




     (a) Any and all payments by or on account of any obligation of the Borrower
hereunder or under any other Loan Document shall, to the extent permitted by
applicable Laws, be made free and clear of and without reduction or withholding for
any Taxes. If, however, applicable Laws require the Borrower or the Administrative
Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in
accordance with such Laws as determined by the Borrower or the Administrative Agent,
as the case may be, upon the basis of the information and documentation to be
delivered pursuant to subsection 2.8.5 below.




     (b) If the Borrower or the Administrative Agent shall be required by the Code
to withhold or deduct any Taxes, including both United States Federal backup
withholding and withholding taxes, from any payment, then (A) the Administrative
Agent shall withhold or make such deductions as are determined



55









 







by the Administrative Agent to be required based upon the information and
documentation it has received pursuant to subsection 2.8.5 below, (B) the
Administrative Agent shall timely pay the full amount withheld or deducted to the
relevant Governmental Authority in accordance with the Code, and (C) to the extent
that the withholding or deduction is made on account of Indemnified Taxes or Other
Taxes, the sum payable by the Borrower shall be increased as necessary so that after
any required withholding or the making of all required deductions (including
deductions applicable to additional sums payable under this Section) the
Administrative Agent, Lender or L/C Issuer, as the case may be, receives an amount
equal to the sum it would have received had no such withholding or deduction been
made.




     2.8.2 Payment of Other Taxes by the Borrower. Without limiting the provisions
of subsection 2.7.1 above, the Borrower shall timely pay any Other Taxes to the relevant
Governmental Authority in accordance with applicable Laws.




     2.8.3 Tax Indemnifications.




     (a) Without limiting the provisions of subsection 2.8.1 or 2.8.2 above, the
Borrower shall, and does hereby, indemnify the Administrative Agent, each Lender and
the L/C Issuer, and shall make payment in respect thereof within 20 days after
written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes
(including Indemnified Taxes or Other Taxes imposed or asserted on or attributable
to amounts payable under this Section) withheld or deducted by the Borrower or the
Administrative Agent or paid by the Administrative Agent, such Lender or the L/C
Issuer, as the case may be, and any penalties, interest and reasonable expenses
arising therefrom or with respect thereto, whether or not such Indemnified Taxes or
Other Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority. The Borrower shall also, and does hereby, indemnify the
Administrative Agent, and shall make payment in respect thereof within 20 days after
written demand therefor, for any amount which a Lender or the L/C Issuer for any
reason fails to pay indefeasibly to the Administrative Agent as required by clause
(b) of this subsection. A certificate as to the amount of any such payment or
liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to
the Administrative Agent), or by the Administrative Agent on its own behalf or on
behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error.




     (b) Without limiting the provisions of subsection 2.8.1 or 2.8.2 above, each
Lender and the L/C Issuer shall, and does hereby, indemnify the Borrower and the
Administrative Agent, and shall make payment in respect thereof within 20 days after
written demand therefor, against any and all Taxes and any and all related losses,
claims, liabilities, penalties, interest and expenses (including the fees, charges
and disbursements of any counsel for the Borrower or the Administrative Agent)
incurred by or asserted against the Borrower or the Administrative Agent by any
Governmental Authority as a result of the failure by



56









 







such Lender or the L/C Issuer, as the case may be, to deliver, or as a result
of the inaccuracy, inadequacy or deficiency of, any documentation required to be
delivered by such Lender or the L/C Issuer, as the case may be, to the Borrower or
the Administrative Agent pursuant to subsection 2.8.5. Each Lender and the L/C
Issuer hereby authorizes the Administrative Agent to set off and apply any and all
amounts at any time owing to such Lender or the L/C Issuer, as the case may be,
under this Agreement or any other Loan Document against any amount due to the
Administrative Agent under this clause (b). The agreements in this clause (b) shall
survive the resignation and/or replacement of the Administrative Agent, any
assignment of rights by, or the replacement of, a Lender or the L/C Issuer, the
termination of the Commitments and the repayment, satisfaction or discharge of all
other Obligations.




     2.8.4 Evidence of Payments. Upon request by the Borrower or the Administrative
Agent, as the case may be, after any payment of Taxes by the Borrower or the Administrative
Agent to a Governmental Authority as provided in this Section 2.8, the Borrower shall
deliver to the Administrative Agent or the Administrative Agent shall deliver to the
Borrower, as the case may be, the original or a certified copy of a receipt issued by such
Governmental Authority evidencing such payment, a copy of any return required by Law to
report such payment or other evidence of such payment reasonably satisfactory to the
Borrower or the Administrative Agent, as the case may be.




     2.8.5 Status of Lenders; Tax Documentation.




     (a) Each Lender shall deliver to the Borrower and to the Administrative Agent,
at the time or times prescribed by applicable Laws or when reasonably requested by
the Borrower or the Administrative Agent, such properly completed and executed
documentation prescribed by applicable Laws or by the taxing authorities of any
jurisdiction and such other reasonably requested information as will permit the
Borrower or the Administrative Agent, as the case may be, to determine (A) whether
or not payments made hereunder or under any other Loan Document are subject to
Taxes, (B) if applicable, the required rate of withholding or deduction, and (C)
such Lender’s entitlement to any available exemption from, or reduction of,
applicable Taxes in respect of all payments to be made to such Lender by the
Borrower pursuant to this Agreement or otherwise to establish such Lender’s status
for withholding tax purposes in the applicable jurisdiction.




     (b) Without limiting the generality of the foregoing, if the Borrower is
resident for tax purposes in the United States,




     (i) any Lender that is a “United States person” within the meaning of
Section 7701(a)(30) of the Code shall deliver to the Borrower and the
Administrative Agent executed originals of Internal Revenue Service Form W-9
or such other documentation or information prescribed by applicable Laws or
reasonably requested by the Borrower or the



57









 







Administrative Agent as will enable the Borrower or the Administrative
Agent, as the case may be, to determine whether or not such Lender is
subject to backup withholding or information reporting requirements; and




     (ii) each Foreign Lender that is entitled under the Code or any
applicable treaty to an exemption from or reduction of withholding tax with
respect to payments hereunder or under any other Loan Document shall deliver
to the Borrower and the Administrative Agent (in such number of copies as
shall be requested by the recipient) on or prior to the date on which such
Foreign Lender becomes a Lender under this Agreement (and from time to time
thereafter upon the request of the Borrower or the Administrative Agent, but
only if such Foreign Lender is legally entitled to do so), whichever of the
following is applicable:




     (A) executed originals of Internal Revenue Service Form W-8BEN
claiming eligibility for benefits of an income tax treaty to which
the United States is a party,




     (B) executed originals of Internal Revenue Service Form W-8ECI,




     (C) executed originals of Internal Revenue Service Form W-8IMY
and all required supporting documentation,




     (D) in the case of a Foreign Lender claiming the benefits of the
exemption for portfolio interest under section 881(c) of the Code,
(x) a certificate to the effect that such Foreign Lender is not (A) a
“bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a
“10 percent shareholder” of the Borrower within the meaning of
section 881(c)(3)(B) of the Code, or (C) a “controlled foreign
corporation” described in section 881(c)(3)(C) of the Code and (y)
executed originals of Internal Revenue Service Form W-8BEN, or




     (E) executed originals of any other form prescribed by
applicable Laws as a basis for claiming exemption from or a reduction
in United States Federal withholding tax together with such
supplementary documentation as may be prescribed by applicable Laws
to permit the Borrower or the Administrative Agent to determine the
withholding or deduction required to be made.




     (c) Each Lender shall promptly (A) notify the Borrower and the Administrative
Agent of any change in circumstances which would modify or render invalid any
claimed exemption or reduction, and (B) take such steps as shall not be materially
disadvantageous to it, in the reasonable judgment of such



58









 







Lender, and as may be reasonably necessary (including the re-designation of its
Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that
the Borrower or the Administrative Agent make any withholding or deduction for taxes
from amounts payable to such Lender.




     2.8.6 Treatment of Certain Refunds. Unless required by applicable Laws, at no
time shall the Administrative Agent have any obligation to file for or otherwise pursue on
behalf of a Lender or the L/C Issuer, or have any obligation to pay to any Lender or the L/C
Issuer, any refund of Taxes withheld or deducted from funds paid for the account of such
Lender or the L/C Issuer, as the case may be. If the Administrative Agent, any Lender or
the L/C Issuer determines, in its sole discretion, that it has received a refund of any
Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to
which the Borrower has paid additional amounts pursuant to this Section, it shall pay to the
Borrower an amount equal to such refund (but only to the extent of indemnity payments made,
or additional amounts paid, by the Borrower under this Section with respect to the Taxes or
Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses
actually incurred by the Administrative Agent, such Lender or the L/C Issuer, as the case
may be, and without interest (other than any interest paid by the relevant Governmental
Authority with respect to such refund), provided that the Borrower, upon the request
of the Administrative Agent, such Lender or the L/C Issuer, agrees to repay the amount paid
over to the Borrower (plus any penalties, interest or other charges imposed by the relevant
Governmental Authority) to the Administrative Agent, such Lender or the L/C Issuer in the
event the Administrative Agent, such Lender or the L/C Issuer is required to repay such
refund to such Governmental Authority. This subsection shall not be construed to require
the Administrative Agent, any Lender or the L/C Issuer to make available its tax returns (or
any other information relating to its taxes that it deems confidential) to the Borrower or
any other Person.


3. SECURITY FOR THE LOAN; LOAN AND SECURITY DOCUMENTS.




     3.1 Security. The Loan together with interest thereon and all other charges and
amounts payable by, and all other obligations of, the Borrower to the Administrative Agent and/or
each of the Lenders, whenever incurred, direct or indirect, absolute or contingent, arising under
or with respect to this Agreement, the Security Documents, or any other Loan Document, together
with all other Obligations, shall be secured by the following collateral (the “Collateral”)
which the Borrower agrees to provide and maintain, or cause to be provided and maintained (whether
provided for each in separate agreements or combined with various other agreements):




     3.1.1 Mortgage/Deed of Trust and Security Agreement.




     (a) A first priority mortgage/deed of trust (as applicable) and security
agreement (individually and collectively, the “Mortgage”) in the form of
Exhibit K granted by each Borrowing Base Property Owner to the Administrative Agent
or a trustee on behalf of the Administrative Agent, as applicable, for the ratable
benefit of the Lenders, on (i) each Collateral Property, (ii) all land,




59









 







improvements, furniture, fixtures, equipment, and other assets (including, without
limitation, property management agreements, contracts, contract rights, accounts,
Licenses and Permits and general intangibles), including all after-acquired
property, owned, or in which each Borrowing Base Property Owner has or obtains any
interest, in connection with each Collateral Property; (iii) all insurance proceeds
and other proceeds therefrom, and (iv) all other assets of each Borrowing Base
Property Owner, whether now owned or hereafter acquired and related to each
Collateral Property.




     (b) Each Mortgage shall secure the payment and performance of the Obligations.




     (c) At the option of the Administrative Agent, each Mortgage shall be either
(x) a first priority mortgage/deed of trust (as applicable) and security agreement
granted by the applicable Borrowing Base Property Owner to the Administrative Agent
or a trustee on behalf of the Administrative Agent, as applicable, on behalf of the
Lenders, or (y) an amendment, restatement and consolidation of a first priority
mortgage/deed of trust (as applicable) and security agreement acquired by the
Administrative Agent, for the ratable benefit of the Lenders, with proceeds of a
Loan Advance.




     (d) In the event that in connection with the granting of any Mortgage on a
Borrowing Base Property, the Administrative Agent, for the ratable benefit of the
Lenders, purchases by assignment an existing mortgage loan or loans on such
Borrowing Base Property, the Borrower represents, warrants, covenants and agrees as
follows:




     (i) The request for the Administrative Agent to purchase by assignment
such loan or loan shall constitute a representation and warranty by the
Borrower that (A) all signatures by the Borrower, any Borrower Subsidiary
and, to the best of the Borrower’s knowledge, all other Persons on the
assigned promissory note, mortgage, and all other documents, instruments,
and agreements executed in connection therewith are genuine, (B) such
documents, together with any other documents or instruments supplied by the
Borrower to the Administrative Agent, sets forth the entire agreement with
respect to the loan arrangement evidenced thereby, and (C) the applicable
Borrowing Base Property Owner is absolutely and unconditionally indebted
under said documents and does not have any offsets, defenses, or
counterclaims thereunder, or otherwise against the lender thereunder, or any
predecessor in interest to such lender;




     (ii) The Borrower waives, on its own behalf and on behalf of CSC and
the Loan Parties, any offsets, defenses or counterclaims that exist or may
have existed with respect to such assigned loan arrangement and assigned
documents; and



60









 






     (iii) The Borrower shall cause to be delivered to the Administrative
Agent such documents, instruments and agreements as the Administrative Agent
shall reasonably require in order to evidence and effectuate such assignment
and the terms and conditions hereof.




     3.1.2 Collateral Assignment of Leases and Rents. A first priority collateral
assignment of leases and rents (individually and collectively, the “Assignment of Leases
and Rents”) granted by each Borrowing Base Property Owner to the Administrative Agent,
for the ratable benefit of the Lenders, with respect to all Leases of each Collateral
Property and all income and profits to be derived from the operation and leasing of each
Collateral Property in substantially the form of Exhibit L.




     3.1.3 Collateral Assignment of Contracts. A first priority collateral
assignment and security agreement granted by each Borrowing Base Property Owner to the
Administrative Agent, for the ratable benefit of the Lenders, with respect to all Licenses
and Permits and all contracts, agreements and warranties now owned or hereafter acquired by
each Collateral Property Owner and related in any manner to each Collateral Property in
substantially the form of Exhibit M (individually and collectively, the
“Collateral Assignment of Contract”).




     3.1.4 Guaranties. The unconditional, continuing guaranty (individually and
collectively the “Guaranty”) from each Guarantor, pursuant to which each Guarantor
shall guaranty the prompt, punctual, and faithful payment of the Loan and the performance of
all Borrower’s other Obligations to the Administrative Agent and each of the Lenders under
the Loan Documents in substantially the form of Exhibit G, which shall include each
Borrowing Base Property Owner and each direct owner of the equity in a Borrowing Base
Property Owner (other than the Borrower).




     3.1.5 Environmental Compliance and Indemnification Agreement. A compliance and
indemnification agreement with respect to environmental matters (individually and
collectively the “Environmental Indemnity Agreement”) from the Borrower, CSC and
each Guarantor in favor of the Administrative Agent and each of the Lenders in substantially
the form of Exhibit H.




     3.1.6 Ownership Interest and Inter-Company Loan Pledge. A first priority
pledge granted by the Borrower (or any Affiliate of the Borrower who directly owns equity in
a Borrowing Base Property Owner) to the Administrative Agent, for the ratable benefit of the
Lenders, with respect to (i) the one-hundred (100%) percent ownership interest in each
Borrowing Base Property Owner and (ii) any inter-company obligations from time to time due
from any Borrowing Base Property Owner to the Borrower (or such Affiliate) to secure the
Obligations pursuant to the terms and conditions of (A) a Pledge and Security Agreement from
the Borrower (or Affiliate, as applicable) with respect to each Borrowing Base Property
Owner in substantially the form of Exhibit I (individually and collectively the
“Pledge and Security Agreement”) and (B) a Consent from each Borrowing Base Property
Owner in substantially the form of Exhibit N (individually and collectively, the
“Consent”).



61









 






     3.1.7 Additional Documents. Any other documents, instruments and agreements
from time to time reasonably required by the Administrative Agent in order to provide a
first priority lien on the Collateral.



     3.2 Loan Documents and Security Documents. The Loan shall be made, evidenced,
administered, secured and governed by all of the terms, conditions and provisions of the following
loan documents (the “Loan Documents”), each as the same may be hereafter modified or
amended, consisting of: (i) this Loan Agreement; (ii) the Notes; (iii) the various documents and
agreements referenced in Section 3.1 above, and (iv) any other documents, instruments, or
agreements heretofore or hereafter executed to further evidence or secure the Loan.



     The Loan Documents, referenced in items 3.1.1 through and including 3.1.8, together with any
such other Loan Documents as may be executed in accordance with Section 3.5, below, as to any
Collateral Property, are sometimes referred to herein, singly and collectively as the “Security
Documents”.



     3.3 Removal of Individual Property as a Borrowing Base Property — Borrower. From time
to time during the term of this Agreement following (i) Borrower’s written request (“Collateral
Release Request”) indicating that (x) the Borrower intends to sell or refinance the subject
Borrowing Base Property, (y) the removal of one or more Borrowing Base Properties is necessary to
cure or remedy a Default hereunder or (z) the removal of one or more Borrowing Base Properties is
necessary to comply with Section 5.2.1 to permit a Credit Extension under Section 5.2 and (ii)
satisfaction of the Release Conditions, the Administrative Agent shall, in each case to the extent
applicable, release such Borrowing Base Property from the Lien held by the Administrative Agent,
for the ratable benefit of the Lenders, release the subject Borrowing Base Property Owner from the
Guaranty, terminate the assignments made by such Borrowing Base Property Owner pursuant to the
documents set forth in Sections 3.1.2 and 3.1.3 and release its Lien upon the ownership interest in
such Borrowing Base Property Owner and its manager or general partner which was pledged by the
Borrower as Collateral pursuant to Section 3.1.6, and thereafter, to the extent such Borrowing Base
Property Owner does not own any other Borrowing Base Property, such Borrowing Base Property Owner
shall no longer be a Loan Party for the purposes of this Agreement; provided,
however, any such release by the Administrative Agent shall not be deemed to terminate or
release such Borrowing Base Property Owner from any obligation or liability under any Loan Document
which specifically by its terms survives the said release or the payment in full of the
Obligations. The “Release Conditions” are the following:




     3.3.1 Borrowing Base Compliance. After giving effect to the release of the
Borrowing Base Property, the Total Outstandings will be less than or equal to the Maximum
Loan Amount.




     3.3.2 Financial Covenant Compliance. Upon release of the Lien on the subject
Borrowing Base Property, the Financial Covenants shall remain satisfied (or be satisfied if
the release cures a Default which resulted from the Financial Covenants not being
satisfied).



62









 






     3.3.3 No Default Upon Release. No Default shall exist under this Agreement or
the other Loan Documents at the time of any such release, except for any Default which is
cured or remedied by the removal of such Individual Property from being a Borrowing Base
Property.




     3.3.4 No Default Prior to Release. No Event of Default shall exist under this
Agreement or the other Loan Documents at the time of the Collateral Release Request or at
the time of any such release, except for any Event of Default which is cured or remedied by
the removal of such Individual Property from being a Borrowing Base Property.




     3.3.5 [Reserved].




     3.3.6 Payment of Fees. The Borrower shall pay or reimburse the Administrative
Agent for all appraisal fees, title insurance and recording costs, reasonable legal fees and
expenses and other reasonable costs and expenses incurred by Administrative Agent in
connection with the release.




     Any failure of any removal and release requested by the Borrower to meet all of the
Release Conditions shall be deemed a rejection of the proposed Collateral Release Request
and, subject to the other terms and conditions hereof as to whether any Individual Property
is a Borrowing Base Property, such Borrowing Base Property shall remain a Borrowing Base
Property hereunder and shall be included within the Collateral.




     At the request of the Borrower, the Administrative Agent shall use reasonable efforts
to cooperate in the assignment of the Security Documents to a new lender with respect to any
Borrowing Base Property being released, subject to the execution of assignment documentation
acceptable to the Administrative Agent.




     3.3.7 Theater Parcel. Notwithstanding the foregoing provisions of this Section
3.3, the Administrative Agent and the Lenders acknowledge and agree that provided no Event
of Default is then in existence, the Administrative Agent shall, upon the written request of
the Borrower and without requiring Borrower to satisfy any of the Release Conditions,
release the portion of the Individual Property owned by Cedar-Riverview, L.P., as described
on Schedule 3.3.7, from the lien of the Security Documents, and consent to the
execution and recording of a customary reciprocal or other easement agreement with respect
such property, provided, however, the foregoing provisions of the Section 3.3.7
shall not apply in the event that such portion of such Individual Property has been accepted
by the Lenders as a Borrowing Base Property.



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     3.4 Removal of Individual Property as a Borrowing Base Property — Administrative
Agent.




     3.4.1 Removal Criteria. An Individual Property shall no longer be deemed to be
a Borrowing Base Property upon the determination by the Administrative Agent of the
occurrence of any of the following:




     (a) A Borrowing Base Property is a Non-Stabilized Asset for a period of six (6)
consecutive months;




     (b) A Major Event of Loss occurs as to a Borrowing Base Property;




     (c) A Borrowing Base Property as to which an Event of Loss occurs is not, or
ceases to be, a Restoration Property, or upon completion of the Repair Work, will
not meet all of the Borrowing Base Property Requirements; or




     (d) The Required Lenders have instructed the Administrative Agent to remove a
Borrowing Base Property if a tenant or tenants which have Leases in such Borrowing
Base Property are subject to bankruptcy or insolvency proceedings and are not paying
rent as required under such Leases or have filed a motion to reject such Lease, or
have not assumed such Lease within sixty (60) days (or such longer period granted by
the applicable bankruptcy court, not to exceed one hundred eighty (180) days) after
such tenant’s bankruptcy filing, and to the extent the space occupied by such
tenants is deemed vacant, the Occupancy Ratio for such Borrowing Base Property would
be less than 80%.




     3.4.2 [Reserved].




     3.4.3 Release by Administrative Agent. With respect to any Individual Property
determined by the Administrative Agent to no longer be deemed a Borrowing Base Property in
accordance with this Section 3.4, if requested by the Borrower and the Release Conditions
are satisfied with respect thereto, the Administrative Agent shall, in each case to the
extent applicable, release such Individual Property from the Lien held by the
Administrative Agent, release the subject Borrowing Base Property Owner from the Guaranty,
terminate the assignments made by such Borrowing Base Property Owner pursuant to Sections
3.1.2 and 3.1.3 and release its Lien upon the ownership interest in such Borrowing Base
Property Owner and its manager or general partner which was pledged by the Borrower as
Collateral pursuant to Section 3.1.6, and thereafter, to the extent such Borrowing Base
Property Owner does not own any other Borrowing Base Property, such Borrowing Base Property
Owner shall no longer be a Loan Party for the purposes of this Agreement; provided,
however, any such release by the Administrative Agent shall not be deemed to
terminate or release such Borrowing Base Property Owner from any obligation or liability
under any Loan Document which specifically by its terms survives the said release or the
payment in full of the Obligations. However, if the said Release Conditions are not
satisfied with respect to such Individual Property, although such Individual Property shall
no longer be a Borrowing Base Property, the Individual



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Property shall not be released from the Lien held by the Administrative Agent (shall
continue to be a Collateral Property) and there shall be no release of the Collateral
relating to such Individual Property or the subject Borrowing Base Property Owner, until
such time as the Release Conditions are satisfied with respect thereto.



     3.5 Additional Borrowing Base Property. From time to time during the term of this
Agreement following the Borrower’s written request (“Additional Collateral Request”), the
Required Lenders shall authorize the Administrative Agent to accept one or more Individual
Properties as Borrowing Base Properties upon the satisfaction of the following conditions, in a
manner reasonably acceptable to the Administrative Agent and the Required Lenders:




     (a) If sought by the Borrower, the Borrower shall have obtained Preliminary Approval
for the addition of such Individual Property.




     (b) The Borrower (or applicable Loan Party) shall have satisfied all of the Borrowing
Base Property Requirements as to such Individual Property.




     (c) The Borrower and the applicable Loan Parties shall have executed and delivered the
documents set forth in Section 3.1




     (d) The Borrower shall pay or reimburse the Administrative Agent for all appraisal
fees, title insurance and recording costs, reasonable legal fees and expenses and other
costs and expenses incurred by Administrative Agent in connection with the additional
Borrowing Base Property.




     (e) The Borrower, the subject Borrowing Base Property Owner, and the subject Individual
Property shall have satisfied all applicable conditions precedent set forth in Article 5
prior to the inclusion of the Individual Property as a Borrowing Base Property.



     The Administrative Agent shall give the Borrower prompt written notice of the decision of the
Lenders with respect to the admission or rejection of any Individual Property as a Borrowing Base
Property. To the extent that an Individual Property does not meet the requirements set forth
above, the Borrower may nevertheless request that such Individual Property be included as a
Borrowing Base Property and the Required Lenders may, in their sole and absolute discretion, agree
to the acceptance of such Individual Property as an additional Borrowing Base Property.


4. CONTINUING AUTHORITY OF AUTHORIZED OFFICERS.




     The Administrative Agent and each of the Lenders are authorized to rely upon the continuing
authority of the Authorized Officers with respect to all matters pertaining to the Loan and the
Loan Documents including, but not limited to, the selection of interest rates, the submission of
requests for Loan Advances or Letters of Credit and certificates with regard thereto. Such
authorization may be changed only upon written notice to Administrative Agent accompanied by
evidence, reasonably satisfactory to Administrative Agent, of the authority of



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such Authorized Officer giving such notice and such notice shall be effective not sooner than
five (5) Business Days following receipt thereof by Administrative Agent. The Authorized Officers
as of the Closing Date are as set forth on Schedule 4.



5. CONDITIONS PRECEDENT.




     5.1 Closing Loan and Funding Initial Loan Advance. It shall be a condition precedent
of Lenders’ obligation to close the Loan and to fund the initial proceeds of the Loan that each of
the following conditions precedent be satisfied in full, unless specifically waived in writing by
all of the Lenders at or prior to the date of this Agreement (the “Closing Date”):




     5.1.1 Satisfactory Loan Documents. On the Closing Date, each of the Loan
Documents shall be satisfactory in form, content and manner of execution and delivery to the
Administrative Agent and the Administrative Agent’s counsel and all Loan Documents shall be
in full force and effect.




     5.1.2 Financial Information; No Material Change.




     (a) No change shall have occurred in the financial condition, business,
affairs, operations or control of Borrower and/or the Loan Parties, since the date
of their respective financial statements most recently delivered to Administrative
Agent or any of the Lenders, which change has had or could reasonably be expected to
have a Material Adverse Effect; and Borrower and the other Loan Parties shall have
furnished Administrative Agent such other financial information, and certifications
as reasonably requested by the Administrative Agent.




     (b) The Borrower shall have provided to the Administrative Agent such
certificates and other evidence as the Administrative Agent may reasonably require
to evidence that the Borrower, CSC and each of the Borrowing Base Property Owners
(both before and after giving effect to the Loan) is solvent, has assets having a
fair value in excess of the amount required to pay such Person’s probable
liabilities and existing Debts as such become absolute and mature, and has adequate
capital for the conduct of such Person’s business and the ability to pay such
Person’s Debts from time to time incurred in connection therewith as such Debts
mature, including the Closing Compliance Certificate (the “Closing Compliance
Certificate”) set forth as Exhibit F hereto or in such other form reasonably
acceptable to the Administrative Agent.




     5.1.3 Representations and Warranties Accurate. All representations and
warranties made by or on behalf of any of the Borrower and the other Loan Parties, or any of
them, to the Administrative Agent or any of the Lenders shall be true, accurate and complete
in all material respects and shall not omit any material fact necessary to make the same not
materially misleading.



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     5.1.4 Validity and Sufficiency of Security Documents. The Security Documents
shall create a valid and perfected lien in and to the Collateral and each of the Security
Documents and related UCC filings will be filed to the satisfaction of the Administrative
Agent and the Administrative Agent’s counsel, including, without limitation, as follows:




     (a) The Borrower, the other Loan Parties, and any other Persons executing Loan
Documents on the Closing Date shall have delivered to the Administrative Agent with
respect to the Security Documents or, in the case of UCC-1 financing statements,
delivery of such financing statements in proper form for recording, and shall have
taken all such other actions as may be necessary or, in the reasonable opinion of
the Administrative Agent, desirable to perfect the Liens and security interests
intended to be created by the Security Documents in the Collateral covered thereby;
provided that, notwithstanding the foregoing, the recordation of the Security
Documents and UCC filings, including, without limitation, the Mortgage, the
Assignment of Leases, and the fixture filings, shall not be a condition precedent
hereunder if the Administrative Agent has received gap title insurance acceptable to
the Administrative Agent; and




     (b) on or prior to the Closing Date, the Administrative Agent shall have
received the results of a UCC, tax lien and judgment search as may be reasonably
requested by the Administrative Agent with respect to the Borrower and any other
Loan Parties, and the results of such search shall indicate there are no judgments
which the Administrative Agent shall reasonably determine in good faith could
reasonably be expected to have a Material Adverse Effect or Liens not permitted
under the Loan Documents or to be satisfied with the proceeds of the initial Loan
Advance or otherwise permitted by the Administrative Agent.




     5.1.5 Litigation. On the Closing Date, there shall not be any actions, suits
or proceedings at law or in equity or by or before any governmental instrumentality or other
agency or regulatory authority by any entity (private or governmental) pending or, to the
best of the Borrower’s knowledge, threatened with respect to the Loan, the transactions
contemplated in the Loan Documents, or the Borrower, any other Loan Party, or any other
Borrower Subsidiary, which are not fully covered (subject to deductibles) by an insurance
policy issued by a reputable and financially viable insurance company, or, to the extent not
so covered, which the Administrative Agent shall reasonably determine in good faith could
reasonably be expected to have a Material Adverse Effect.




     5.1.6 Formation Documents and Entity Agreements. On the Closing Date, the
Administrative Agent shall have received a certificate of an Authorized Officer of each Loan
Party (or the manager or general partner of such Loan Party, as applicable) certifying as to
(a) resolutions of such Loan Party authorizing and approving the transactions contemplated
by the Loan Documents, and the execution and delivery thereof by such Loan Party in respect
of the documents to which it is a party on its own behalf, or as a general partner or
manager of such Loan Party, in respect of any of the Loan Documents, (b) signatures and
incumbency of all Authorized Officers of such Loan Party (or the manager or general partner
of such Loan Party, as applicable) executing



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documentation on behalf of such entity or on behalf of such Loan Party, in connection
with the transactions contemplated by the Loan Documents, (c) the Formation Documents of
such Loan Party having been duly executed, delivered and filed (to the extent required by
applicable Laws) and remaining in full force and effect and unmodified except as stated
therein as of the date of such certificate (and annexing copies thereof) and (d) the good
standing certificates of such Loan Party for (i) its state of formation and (ii) such other
good standing certificates where the conduct of such Loan Party’s business and ownership of
its assets requires such qualification unless the failure to be so qualified could not
reasonably be expected to have a Material Adverse Effect on such Loan Party.




     5.1.7 Compliance With Law. The Administrative Agent shall have received and
approved evidence that there are no Laws which prohibit or adversely limit the capacity or
authority of the Borrower or any Loan Party to enter into the Loan Documents and perform the
obligations of such Person with respect thereto.




     5.1.8 Compliance With Financial Covenants. The Lenders shall have received
from the Administrative Agent the Closing Compliance Certificate or other evidence
reflecting the Borrower’s compliance with the Financial Covenants and the terms and
conditions hereof after giving effect to this Agreement and the other Loan Documents.




     5.1.9 Borrowing Base Property Due Diligence. The Administrative Agent shall
have received and completed a review of such due diligence as the Administrative Agent may
reasonably require with respect to any Borrowing Base Property, consistent with customary
commercial lending practices for properties of a similar nature including, without
limitation, satisfaction of the Borrowing Base Property Requirements.




     5.1.10 Condition of Property. There shall have been no material unrepaired or
unrestored damage or destruction by fire or otherwise to any of the real or tangible
personal property comprising or intended to comprise the Borrowing Base Properties.




     5.1.11 Insurance. The Borrower shall have provided to the Administrative Agent
with respect to each Borrowing Base Property, the Borrower, each other Loan Party and the
Collateral evidence of: (i) insurance coverage which meets the property, hazard, and other
insurance requirements set forth on Schedule 5.1.11 of this Loan Agreement to the
satisfaction of Administrative Agent; and (ii) payment of the premiums for such insurance in
accordance with the requirements set forth in Section 7.5.3.




     5.1.12 Third Party Consents and Agreements. The Administrative Agent shall
have received such third party consents and agreements, if any, as the Administrative Agent
may reasonably require with respect to the entering into the Loan Documents and the
performance of the obligations thereunder.




     5.1.13 Legal and other Opinions. The Administrative Agent shall have received
and approved legal opinion letters from counsel representing the Borrower and the other Loan
Parties which meet Administrative Agent’s legal opinion requirements and covering



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such matters incident to the transactions contemplated herein as the Administrative
Agent may request.




     5.1.14 No Default. There shall not be any Default under any of the Loan
Documents.




     Notwithstanding anything to the contrary contained in this Agreement, with respect to
any Existing Borrowing Base Property, the Administrative Agent and the Lenders hereby agree
that the only closing requirements with respect to such Existing Borrowing Base Properties
shall be receipt of (a) an amendment, restatement or amendment and restatement of the first
priority Mortgage of such Existing Borrowing Base Properties, (b) an amendment, restatement
or amendment and restatement of the first priority Collateral Assignment of Leases and Rents
granted by each Borrowing Base Property Owner to the Administrative Agent, (c) a
reaffirmation and amendment of the Environmental Indemnification Agreement applicable to
each Borrowing Base Property, (d) a reaffirmation and amendment, as applicable, with respect
to the Guaranty, the Collateral Assignment of Contract, the Pledge and Security Agreement
and the Consent with respect to each Existing Borrowing Base Property, (e) satisfactory
legal opinion letters from counsel representing the Borrower and the other Loan Parties with
respect to such Existing Borrowing Base Properties, (f) a title policy “bring down”
endorsement with respect to each existing title policy naming the Administrative Agent as
insured with respect to each Existing Borrowing Base Property, (g) to the extent requested
by the Administrative Agent, updated flood hazard searches and, if such Borrowing Base
Property is in a flood zone, flood hazard insurance, (h) to the extent necessary, amendments
to existing UCC financing statements and (i) such other documentation, to the extent not
previously delivered and in the possession of the Administrative Agent, required under the
definition of Borrowing Base Property Requirements, subject to Section 7.30; it being
understood that (x) the Lenders will not require delivery of the documentation set forth on
Schedule 5.1 and (y) upon execution of this Agreement, each Lender agrees that the
Borrowing Base Property Requirements for each Existing Borrowing Base Property have been
satisfied.



     5.2 Conditions to all Credit Extensions. The obligation of each Lender to honor any
Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type,
or a continuation of LIBO Rate Advances) is subject to the following conditions precedent:




     5.2.1 Representations and Warranties. The representations and warranties of
the Borrower and each other Loan Party contained in Article 6 or any other Loan Document, or
which are contained in any document furnished at any time under or in connection herewith or
therewith, shall be true and correct in all material respects on and as of the date of such
Credit Extension, except to the extent that such representations and warranties specifically
refer to an earlier date, in which case they shall be true and correct in all material
respects as of such earlier date, and except that for purposes of this Section 5.2, the
representations and warranties contained in Section 6.8 shall be deemed to refer to the most
recent statements furnished pursuant to Section 7.2.1 and Section 7.2.2;



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provided that to the extent any representation or warranty made by the Borrower
in this Agreement or any other Loan Document shall be incorrect or misleading in any
material respect with respect to one or more Borrowing Base Properties such that this
condition of Section 5.2.1 cannot be satisfied, the Borrower may remove a Borrowing Base
Property pursuant to the terms of Section 3.3 (with a resulting decrease in the Borrowing
Base Value) so that the conditions of this Section 5.2.1 may be satisfied.




     5.2.2 No Default. No Default or Event of Default shall exist, or would result
from such proposed Credit Extension or from the application of the proceeds thereof.




     5.2.3 Financial Covenant Compliance. The Borrower shall be in compliance, on a
pro forma basis after giving effect to such Credit Extension, with the Financial Covenants,
as satisfied by the Closing Compliance Certificate, or once delivered, the most recent
Compliance Certificate delivered by the Borrower.




     5.2.4 Loan Notice. The Administrative Agent and, if applicable, the L/C Issuer
shall have received a Loan Notice in accordance with the requirements hereof.



     Each request for a Credit Extension (other than a Loan Notice requesting only a conversion of
Loans to the other Type or a continuation of LIBO Rate Advances) submitted by the Borrower shall be
deemed to be a certification that the conditions specified in Sections 5.2.1, 5.2.2 and 5.2.3 have
been satisfied on and as of the date of the applicable Credit Extension.


6. REPRESENTATIONS AND WARRANTIES.




     To induce the Lenders to enter into this Agreement and to make each Loan Advance, to issue
each Letter of Credit and to otherwise complete all of the transactions contemplated hereby, the
Borrower represents and warrants to the Administrative Agent and each Lender that:



     6.1 Formation. Each Loan Party has been duly formed and is validly existing and in
good standing as a corporation, partnership or limited liability company, as the case may be, under
the laws of the State of its formation. Each Loan Party has the requisite corporate, partnership
or company power and authority, as applicable, to own its assets and conduct its businesses as
currently conducted and owned, and to enter into and perform its obligations under each Loan
Document to which it is a party. Each Loan Party is in good standing and authorized to do business
in each jurisdiction where the ownership of its assets and/or the conduct of its business requires
such qualification except where the failure to be so qualified could not reasonably be expected to
have a Material Adverse Effect.



     6.2 Proceedings; Enforceability. Each Loan Party has taken all requisite corporate,
partnership or limited liability company action, as applicable, to authorize the execution,
delivery and performance by such Loan Party of the Loan Documents to which it is a party. Each
Loan Document which is required to be executed and delivered on or prior to the date on which this
representation and warranty is being made has been duly authorized, executed and delivered and
constitutes the legal, valid and binding obligation of each Loan Party thereto, enforceable against



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each such Loan Party in accordance with its respective terms except to the extent that the
enforceability thereof may be limited by applicable Debtor Relief Laws and to general principles of
equity (regardless of whether enforcement is sought in a proceeding in equity or at law).




     6.3 Conflicts. Neither the execution, delivery and performance of the Loan Documents
by the Loan Parties nor compliance by any Loan Party with the terms and provisions thereof
(including, without limitation, the granting of Liens pursuant to the Security Documents), (a) will
contravene any provision of any Law or any order, writ, injunction or decree of any court or
Governmental Authority having jurisdiction over the Borrower, the Property or any Loan Party, (b)
will conflict with or result in any breach of any of the terms, covenants, conditions of, or
constitute a default under, or result in the creation or imposition (or the obligation to create or
impose) of any Lien (except pursuant to the Security Documents) upon any of the property or assets
of any Loan Party pursuant to the terms of any indenture, mortgage, deed of trust, credit agreement
or loan agreement or any other agreement, contract or instrument to which any Loan Party is a party
or by which it or any of its properties or assets is bound or to which it may be subject, or (c)
will violate any provision of any Formation Document of any Loan Party.



     6.4 Ownership and Taxpayer Identification Numbers. All of the partners, owners,
stockholders, and members, respectively and as may be applicable, of each Loan Party (other than
the Borrower and CSC) are listed in Schedule 6.4 (as such may be updated from time to
time). Set forth on Schedule 6.4 (as such may be updated from time to time) is the exact
correct and legal name, tax identification number(s) and state of incorporation or organization of
the Borrower, CSC and each other Loan Party and whether such Loan Party owns a Borrowing Base
Property. Each Borrowing Base Property Owner is a Wholly-Owned Subsidiary of the Borrower.



     6.5 Litigation. There are no actions, suits or proceedings at law or in equity or by
or before any Governmental Authority or other agency or regulatory authority by any entity (private
or governmental) pending or, to the best of each Loan Party’s knowledge, threatened with respect to
the Loan, the transactions contemplated in the Loan Documents, any Loan Party, the Collateral or
any Borrower Subsidiary, which are not fully covered (subject to deductibles) by an insurance
policy issued by a reputable and financially viable insurance company, or, to the extent not so
covered, could (a) materially adversely affect a Borrowing Base Property or (b) have or reasonably
be expected to have a Material Adverse Effect.



     6.6 Information. All factual information furnished by or on behalf of the Borrower or
any Loan Party to the Administrative Agent and/or any of the Lenders (including, without
limitation, all information contained in the Loan Documents) for purposes of or in connection with
this Agreement, the other Loan Documents or any transaction contemplated herein or therein is, and
all other such factual information hereafter furnished by or on behalf of the Borrower or any Loan
Party to the Administrative Agent and/or any of the Lenders will be, true and accurate in all
material respects on the date as of which such information is dated or certified and not incomplete
by omitting to state any fact necessary to make such information not misleading in any material
respect at such time in light of the circumstances under which such information was provided. There
is no material fact presently known to the Borrower which has



71









 




not been disclosed to the Administrative Agent, and thereupon disclosed by the Administrative
Agent to the Lenders, which could reasonably be expected to have a Material Adverse Effect.




     6.7 Taxes. All Loan Parties have made all required tax filings and are not delinquent
in the payment of any federal, state and local taxes, assessments, impositions or other
governmental charges applicable to them and/or their respective assets, except to the extent same
are being contested in a manner which complies with the requirements of Section 8.2.4.



     6.8 Financial Information. The Consolidated financial statements of CSC and the
consolidating financial statements of the Borrower and each Borrower Subsidiary delivered to the
Administrative Agent (and which statements the Administrative Agent has delivered to the Lenders)
present fairly the (a) financial condition of CSC and its Subsidiaries and the Borrower and the
Borrower Subsidiaries, as applicable, as of the dates of such statements and (b) results of
operations for the periods covered thereby. Since the dates of the relevant financial statements,
no change has occurred which could reasonably be expected to have a Material Adverse Effect. All
financial statements of CSC, the Borrower, the Borrower Subsidiaries, or any other Loan Party
hereafter furnished to the Administrative Agent or any of the Lenders shall be true, accurate and
complete in all material respects and shall fairly present the financial condition of CSC, the
Borrower, the Borrower Subsidiaries and/or respective Loan Party, as applicable, as of the date
thereof.



     6.9 Control Provisions. The Borrower controls, directly or indirectly, and without
the requirement for consent of any other Person (other than CSC), the management of each Borrowing
Base Property Owner, subject to the rights of those minority or other equity interest holders as
the Administrative Agent may approve.



     6.10 Formation Documents. The Borrower has delivered or caused to be delivered to the
Administrative Agent true and complete copies of all Formation Documents of the Loan Parties, and
all amendments thereto.



     6.11 Bankruptcy Filings. No Loan Party is contemplating either a filing of a petition
under any Debtor Relief Laws or the liquidation of all or a major portion of its assets or
property, and the Borrower has no knowledge of any Person contemplating the filing of any such
petition against any Loan Party.



     6.12 Investment Company. No Loan Party is an “investment company” or a company
“controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940,
as amended.



     6.13 [Reserved].



     6.14 Borrowing Base Properties.




     6.14.1 Licenses and Permits. The Borrowing Base Property Owners possess such
Licenses and Permits issued by the appropriate federal, state, or local regulatory agencies
or bodies necessary to own and operate each Borrowing Base Property, except where the



72









 







failure to possess any such License or Permit could not reasonably be expected to have
a Material Adverse Effect. The Borrowing Base Property Owners are in material compliance
with the terms and conditions of all such Licenses and Permits, except where the failure so
to comply could not, singly or in the aggregate, reasonably be expected to have a Material
Adverse Effect. All of the Licenses and Permits are valid and in full force and effect,
except where the invalidity of such Licenses and Permits or the failure of such Licenses and
Permits to be in full force and effect could not reasonably be expected to have a Material
Adverse Effect. Neither the Borrower nor any of the Borrowing Base Property Owners has
received any written notice of proceedings relating to the revocation or modification of any
such Licenses and Permits which, singly or in the aggregate, if the subject of an
unfavorable decision, ruling or finding, could reasonably be expected to result in a
Material Adverse Effect.




     6.14.2 Ownership. (a) The Borrowing Base Property Owners have either (i) fee
simple title to the Borrowing Base Properties or (ii) a leasehold estate interest in the
Borrowing Base Properties, as set forth in Schedule 6.14.2 (as such may be updated
from time to time), which such schedule (as it may be updated from time to time) also sets
forth the current appraised value of each such Borrowing Base Property; (b) the interest of
the Borrowing Base Property Owners in the Borrowing Base Properties are not subject to any
Liens except for those in favor of the Administrative Agent for the ratable benefit of the
Lenders securing the repayment of Obligations and other Permitted Liens, (c) neither the
Borrower, CSC, nor any of the Borrowing Base Property Owners has received written notice of
the assertion of any material valid claim by anyone adverse to any Loan Party’s ownership,
or leasehold rights in and to any Borrowing Base Property and (d) no Person has an option
or right of first refusal to purchase all or part of any Borrowing Base Property or any
interest therein which has not been waived (except as disclosed in writing and approved by
the Required Lenders).




     6.14.3 Environmental Matters. Except to the extent (i) the failure of the
following to be true could not reasonably be expected to have a Material Adverse Effect or
(ii) disclosed in writing to the Lenders prior to the Individual Property becoming a
Borrowing Base Property either pursuant to an Environmental Report (as defined in the
applicable Environmental Indemnity Agreement) or in the S-11 registration statement filed by
the Borrower on October 23, 2003 (it being understood that any such disclosure is limited to
the facts known at the time such Individual Property became a Borrowing Base Property and
does not include any new information or any change in facts regarding such disclosure that
occurs at a later date), (a) each Borrowing Base Property is free of any Hazardous Materials
in violation of any Environmental Laws applicable to such property; (b) none of the
Borrowing Base Property Owners nor any Loan Party has received any written notice of a claim
under or pursuant to any Environmental Legal Requirements applicable to a Borrowing Base
Property or under common law pertaining to Hazardous Materials on or originating from any
Borrowing Base Property and (c) none of the Borrowing Base Property Owners or any Loan Party
has received any written notice from any Governmental Authority claiming any material
violation of any Environmental Legal Requirements that is uncured or unremediated.



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     6.14.4 Leases. (a) with respect to the Borrowing Base Properties, each Major
Lease is in full force and effect, (b) to the Borrower’s knowledge, none of the Borrowing
Base Property Owners is in default after notice and the expiration of all applicable cure
periods in the performance of any material obligation under any Major Lease and the Borrower
has no knowledge of any circumstances which, with the passage of time or the giving of
notice, or both, would constitute an event of default by any party under any of the Major
Leases, (c) to the Borrower’s knowledge, no tenant is in default after notice and the
expiration of all applicable cure periods in the performance of any material obligation
under any Major Lease, (d) to the Borrower’s knowledge, there are no actions, voluntary or
involuntary, pending against any tenant under a Major Lease under any Debtor Relief Laws,
and (e) none of the Major Leases and none of the rents or other amounts payable thereunder
has been assigned, pledged or encumbered by any of the Borrowing Base Property Owners or any
other Person, except with respect to the Lien in favor of the Administrative Agent on behalf
of the Lenders securing the repayment of Obligations.




     6.14.5 Ground Lease. (a) each Ground Lease with respect to a Borrowing Base
Property is valid, binding and in full force and effect as against the applicable Borrowing
Base Property Owners and, to the Borrower’s knowledge, the other party thereto, (b) none of
Borrowing Base Property Owner’s interest in the Ground Leases is subject to any pledge,
lien, assignment, license or other agreement granting to any third party any interest
therein, (c) no payments under any Ground Lease with respect to a Borrowing Base Property
are delinquent, and to the knowledge of the Borrower, there does not exist under any of the
Ground Leases any default after notice and expiration of all applicable cure periods in the
performance of any material obligation under a Ground Lease, and (d) the identity of each
ground lessor under a Ground Lease with respect to a Borrowing Base Property and whether
each such ground lessor is an Affiliate of any Loan Party are set forth in Schedule
6.14.5 (as such may be updated from time to time).



     6.15 Margin Regulations; Use of Proceeds. The Loan Parties are not engaged and will
not engage, principally or as one of its important activities, in the business of purchasing or
carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the
Federal Reserve System of the United States), or extending credit for the purpose of purchasing or
carrying margin stock. The proceeds of the Loan shall be used solely and exclusively as provided
in Section 8.13. No portion of the proceeds of the Loan shall be used directly or indirectly, and
whether immediately, incidentally or ultimately (a) to purchase or carry any margin stock or to
extend credit to others for the purpose thereof or to repay or refund indebtedness previously
incurred for such purpose, or (b) for any purpose which would violate or in inconsistent with the
provisions of regulations of the Board of Governors of the Federal Reserve System including,
without limitation, Regulations T, U and X thereof.



     6.16 Insurance. The Collateral Properties are insured by insurers of recognized
financial responsibility against such losses and risks in compliance with the requirements of
Schedule 5.5.1 hereto.



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     6.17 Deferred Compensation and ERISA. Neither the Borrower nor any other Loan Party
or any ERISA Affiliate, has any employee pension benefit plan (as defined in Section 3(2) of ERISA)
subject to Title IV of ERISA nor maintains any employee welfare benefit plan (as defined in Section
3(l) of ERISA) that primarily provide for health and welfare benefits to retired employees or other
former employees (other than as required by Section 601 of ERISA).



     6.18 [Reserved].



     6.19 No Default. There is no Default on the part of the Borrower or any of the other
Loan Parties under this Agreement or any of the other Loan Documents and no event has occurred and
is continuing which could constitute a Default under any Loan Document.



     6.20 Governmental Authorizations; Other Consents. No approval, consent, exemption,
authorization, or other action by, or notice to, or filing with, any Governmental Authority or any
other Person that has not been obtained or delivered is necessary or required in connection with
the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement
or any other Loan Document.



     6.21 Qualification as a REIT. CSC qualified as a REIT under the provisions of the
Code, as applicable, for its fiscal year ended December 31, 2008, and has remained qualified from
December 31, 2008 through the date hereof. All appropriate federal income tax returns for the
fiscal years through December 31, 2008 have been filed by CSC with the IRS and no previously filed
return has been examined and reported on by the IRS. CSC has not incurred any liability for excise
taxes pursuant to Section 4981 of the Code. CSC is organized in conformity with the requirements
for qualification as a REIT pursuant to Sections 856 through 860 of the Code, and CSC’s proposed
method of operation consistent with CSC’s business and the business activities contemplated by this
Agreement will enable it to meet the requirements for qualification and taxation as a REIT under
the Code.



     6.22 Compliance with Laws. Each Loan Party is in compliance in all material respects
with the requirements of all Laws applicable to it or to its properties, except in such instances
in which (a) such requirement of Law is being contested in good faith by appropriate proceedings
diligently conducted or (b) the failure to comply therewith, either individually or in the
aggregate, could not reasonably be expected to have a Material Adverse Effect.



     6.23 Property Matters.




     6.23.1 Major Leases. Set forth on Schedule 6.23.1 is a list of all
Major Lease locations and the tenants party to Leases at such Major Lease locations (as
updated from time to time).




     6.23.2 Borrowing Base Properties. Set forth on Schedule 6.4 is a list
of each Borrowing Base Property with detail indicating the owner of each Borrowing Base
Property and the location of each Borrowing Base Property.



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     6.23.3 Flood Hazard. Except to the extent covered by flood insurance required
by Schedule 5.1.11, if any, no Borrowing Base Property is located in an area
designated by the Federal Emergency Management Agency as having special flood or mudslide
hazards.



     6.24 Solvency. After giving effect to the transactions contemplated hereby, (a) each
of the Loan Parties is solvent and is able to pay its debts and other liabilities, contingent
obligations and other commitments as they mature in the normal course of business, and (b) the fair
saleable value of each Loan Party’s assets, measured on a going concern basis, exceeds all probable
liabilities, including those to be incurred pursuant to this Agreement. After giving effect to the
transactions contemplated hereby, none of the Loan Parties (i) has unreasonably small capital in
relation to the business in which it is or proposes to be engaged or (ii) has incurred, or believes
that it will incur debts beyond its ability to pay such debts as they become due; provided
that nothing contained in subclause (i) shall require any equity holder to make any capital
contribution to comply with this subclause (i). In executing the Loan Documents and consummating
the transactions contemplated hereby, none of the Loan Parties intends to hinder, delay or defraud
either present or future creditors or other Persons to which one or more of the Loan Parties is or
will become indebted.


7. AFFIRMATIVE COVENANTS.




     So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation
hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the
Borrower shall, and shall cause, with respect to Sections 7.3 through 7.13, inclusive and Sections
7.18, 7.28, 7.29 and 7.30, each Loan Party to:



     7.1 Notices. Within five (5) business days after obtaining actual knowledge thereof,
notify the Administrative Agent in writing (and the Administrative Agent shall thereafter promptly
notify the Lenders) of the following: (a) occurrence of any act, event or condition which
constitutes a Default or Event of Default under any of the Loan Documents; and (b) any matter that
has resulted or could reasonably be expected to result in a Material Adverse Effect. Any
notification delivered pursuant to clause (a) of this Section 7.1 shall include a written statement
of any remedial or curative actions, if applicable, which the Borrower proposes to undertake and/or
to cause any of other Loan Parties to cure or remedy such Default or Event of Default.



     7.2 Financial Statements; Reports; Officer’s Certificates. Furnish or cause to be
furnished to the Administrative Agent (and the Administrative Agent shall thereafter promptly
furnish copies of same to the Lenders) from time to time, the following financial statements,
reports, certificates, and other information, all in form and manner of presentation reasonably
acceptable to the Administrative Agent:




     7.2.1 Annual Statements. As soon as available and in any event no later than
the earlier of (a) to the extent applicable, five days following the date CSC is required by
the SEC to deliver its Form 10-K for each Fiscal Year and (b) ninety (90) days after the



76









 







close of each Fiscal Year, (i) the Consolidated statements of financial condition of
CSC, as at the end of such Fiscal Year and the related Consolidated statement of income and
retained earnings and statement of cash flows for such Fiscal Year, in each case, commencing
with the Fiscal Year ending December 31, 2009, setting forth comparative figures for the
preceding fiscal year and certified by Ernst & Young LLP or other independent registered
public accounting firm of recognized national standing reasonably acceptable to the
Administrative Agent, in an unqualified opinion which report and opinion shall be prepared
in accordance with generally accepted auditing standards and shall not be subject to any
“going concern” or like qualification or exception or any qualification or exception as to
the scope of such audit, (ii) consolidating income statements for the Borrower and each
Borrower Subsidiary; such financial statements to include and to be supplemented by such
detail and supporting data and schedules as the Administrative Agent may from time to time
reasonably determine and (iii) updated two-year Cash Flow Projection specifically
identifying, without limitation, (A) any changes to the Cash Flow Projection provided in the
immediately prior Officer’s Certificate and (B) any Distributions projected during the next
one-hundred and eighty (180) days.




     7.2.2 Periodic Statements. As soon as available and in any event no later than
the earlier of (a) to the extent applicable, five days following the date CSC is required by
the SEC to deliver its Form 10-Q for each fiscal quarter, and (b) forty-five (45) days after
the close of each fiscal quarter (except for the quarter ending on December 31), (i) the
Consolidated statement of financial condition of CSC, as at the end of such quarterly
period, (ii) the related Consolidated statement of income and retained earnings (for the
current quarter and on a year to date basis), and (iii) the Consolidated statement of cash
flows (on a year to date basis), in each case commencing with the fiscal quarter ending June
30, 2009, setting forth comparative figures for the related periods in the prior Fiscal
Year, internally prepared in accordance with GAAP, consistently applied, subject to normal
year-end audit adjustments, all in form and manner of presentation reasonably acceptable to
the Administrative Agent, such financial statements to include and to be supplemented by
such detail and supporting data and schedules as the Administrative Agent may from time to
time reasonably determine, together with consolidating income statements for the Borrower
and each Borrower Subsidiary.




     7.2.3 Borrowing Base Property Reports. Quarterly and annually, upon delivery
of each of the financial statements required pursuant to Sections 7.2.1 and 7.2.2, above,
the following financial statements for each of the Borrowing Base Property Owners internally
prepared by the Borrower and certified by the Borrower to be true, accurate and complete in
all material respects: (a) to the extent not included in the deliveries under Section 7.2.1.
or 7.2.2, an operating statement showing all Net Operating Income, including, without
limitation, the results of operation for the current quarter and on a year-to-date basis for
the period just ended and, annually, an operating statement for the year just ended; and (b)
in the form customarily used by the Borrower, a detailed, current rent roll of the subject
Borrowing Base Property, containing such details as the Administrative Agent may reasonably
request.



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     7.2.4 SEC Reports. Within five (5) days after being received, copies of all
correspondence from the SEC, other than routine non-substantive general communications from
the SEC.




     7.2.5 Compliance Certificates. Quarterly and annually, upon delivery of each
of the financial statements required pursuant to Sections 7.2.1 and 7.2.2 above, (a) a
Compliance Certificate in form of Exhibit C, annexed hereto, together with an
Officer’s Certificate from the Borrower providing and otherwise certifying (i) the
compliance or non-compliance by the Borrower with the Financial Covenants, including such
supporting detail as is reasonably deemed necessary by the Administrative Agent to verify
the calculations incorporated therein, (ii) a report containing, to the extent not included
in the deliveries under Sections 7.2.1, 7.2.2, or 7.2.3 for all Individual Properties, a
summary listing of all Net Operating Income, revenues, rent roll, mortgage Debt, if any,
and, in addition, for each Individual Property acquired during the quarter just ended, the
cost basis and the amount and terms of any assumed Debt, (iii) a certification that the
financial statements fairly present in all material respects the Consolidated financial
condition of CSC and that no Default or Event of Default has occurred and is continuing, or
if it is, a statement as to the nature thereof; (iv) a listing of all filings by the
Borrower or CSC with the SEC, including, without limitation, full copies of CSC’s 10-Q and
10-K filings; (v) Cash Flow Projections, as required under Section 7.2.1 and 7.2.2,
specifically identifying, without limitation, (A) any changes to the Cash Flow Projection
provided in the immediately prior Officer’s Certificate and (B) any Distributions projected
during the next one-hundred and eighty (180) days and (C) a consolidated Adjusted FFO; (vi)
a list of any Major Leases entered into during the most recent fiscal quarter and any
existing Leases that became Major Leases during the most recent fiscal quarter and (vii) any
material change in accounting policies required by GAAP or financial reporting practices by
any Loan Party or their Subsidiaries.




     7.2.6 Data Requested. Within a reasonable period of time and from time to
time, such other financial data or information as the Administrative Agent may reasonably
request with respect to the Collateral Properties, the Borrower, and/or the other Loan
Parties including, but not limited to, rent rolls, aged receivables, aged payables, leases,
budgets, forecasts, reserves, cash flow projections, deposit accounts, mortgage information,
physical condition of the Collateral Properties and pending lease proposals;




     7.2.7 Tax Returns. Upon the Administrative Agent’s request, copies of all
federal and state tax returns of the Borrower and the other Loan Parties;




     7.2.8 Lease Notices. Concurrently with the giving or receipt thereof, and
within ten (10) Business Days of receipt thereof, copies of all notices of default given or
received by any Loan Party with respect to any Major Lease.




     7.2.9 Ground Lessor Interest Notices. Concurrently with the giving thereof,
and within five (5) Business Days of receipt thereof, copies of all material notices, other
than



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routine correspondence, given or received by any Loan Party with respect to any Ground
Lease with respect to a Borrowing Base Property.




     7.2.10 Entity Notices. Concurrently with the issuance thereof, copies of all
material written notices (excluding routine correspondence) given to the partners, owners,
stockholders, and/or members, respectively, of the Borrower.




     7.2.11 Property Acquisition or Sale. Within five (5) Business Days of receipt
thereof, copies of all notices in any way relating to a proposed sale or acquisition of any
Individual Property which the Borrower or any Borrower Subsidiary intends to consummate.




     7.2.12 Property Finance. Within five (5) Business Days of receipt thereof,
copies of all notices in any way relating to (a) a proposed finance or refinance of any
Individual Property which the Borrower or any Borrower Subsidiary intends to consummate, (b)
the occurrence of any monetary or material non-monetary default or monetary or material
non-monetary event of default under any Debt which is recourse to the Borrower, or any other
default or event of default under any Debt which is recourse to the Borrower, the occurrence
of which could reasonably be expected to have a Material Adverse Effect, or (c) the
occurrence of any monetary or material non-monetary default or monetary or material
non-monetary event of default under any Debt in excess of $10,000,000 which is secured by an
Individual Property, or any other default or event of default under any Debt in excess of
$10,000,000 which is secured by an Individual Property, the occurrence of which could
reasonably be expected to have a Material Adverse Effect.




     7.2.13 Notice of Litigation. Within ten (10) Business Days after an Authorized
Officer obtains knowledge thereof, written notice of any pending or, to the best of such
Person’s knowledge, threatened action, suit or proceeding at law or in equity or by or
before any governmental instrumentality or other agency or regulatory authority by any
entity (private or governmental) relating in any way to the Loan, the transactions
contemplated in the Loan Documents (including, without limitation, with regard to all
Distributions), or the transactions contemplated in any documentation executed in connection
therewith, or the Borrower, any other Loan Party, any other Borrower Subsidiary or any
Borrowing Base Property, which is not fully covered (subject to deductibles) by an insurance
policy issued by a reputable and financially viable insurance company, or, to the extent not
so covered, which could reasonably be expected to have a Material Adverse Effect or a
material adverse effect on a Borrowing Base Property.




     The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers
will make available to the Lenders and the L/C Issuer materials and/or information provided
by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by
posting the Borrower Materials on IntraLinks or another similar electronic system (the
“Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may
have personnel who do not wish to receive material non-public information with respect to
the Borrower or its Affiliates, or the respective securities of any of the foregoing, and
who may be engaged in investment and other market-related activities with respect to



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such Persons’ securities. The Borrower hereby agrees that so long as the Borrower or
CSC is the issuer of any outstanding debt or equity securities that are registered or issued
pursuant to a private offering or is actively contemplating issuing any such securities (w)
all Borrower Materials that are to be made available to Public Lenders shall be clearly and
conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall
appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,”
the Borrower shall be deemed to have authorized the Administrative Agent, the Arranger, the
L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material
non-public information with respect to the Borrower or its securities for purposes of United
States Federal and state securities laws (provided, however, that to the
extent such Borrower Materials constitute Information, they shall be treated as set forth in
Section 15.20); (y) all Borrower Materials marked “PUBLIC” are permitted to be made
available through a portion of the Platform designated “Public Side Information;” and (z)
the Administrative Agent and the Arranger shall be entitled to treat and shall treat any
Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a
portion of the Platform that is not designated “Public Side Information.” Notwithstanding
the foregoing, (i) the Borrower shall be under no obligation to mark any Borrower Materials
“PUBLIC” and (ii) no Public Lender shall be permitted to withhold, condition or delay its
approval or consent to any matter hereunder based solely on such Public Lender’s failure or
refusal to receive and/or review non-Public Borrower Materials.



     7.3 Existence. (a) Preserve, renew and keep in full force and effect (i) the
partnership, limited liability company or corporate existence, as applicable, of each Loan Party
and (ii) the material rights, licenses, permits and franchises of each Loan Party, (b) comply with
all Laws and other Laws applicable to it and its assets, business and operations, the
non-compliance with which could reasonably be expected to have a Material Adverse Effect, (c) to
the extent applicable, at all times maintain, preserve and protect all material franchises and
trade names and all the remainder of its property used or useful in the conduct of its business,
and (d) keep and cause each Loan Party to keep, its assets in good working order and repair,
ordinary wear and tear and damage by casualty or taking by condemnation excepted, and from time to
time make, or cause to be made, all reasonably necessary repairs, renewals, replacements,
betterments and improvements thereto.



     7.4 Payment of Taxes. Duly pay and discharge, before the same shall become overdue,
all taxes, assessments, impositions, and other governmental charges payable by it or with respect
to the Collateral Properties, to the extent that same are not paid by the tenants under the
respective Leases; provided, however, the failure of any Loan Party to pay such
taxes, assessments, impositions, or other governmental charges shall not constitute a Default or
Event of Default as long as same are being contested in a manner which complies with the
requirements of Section 8.2.4.



     7.5 Insurance; Casualty, Taking.




     7.5.1 General Insurance Requirements. Maintain or cause the appropriate Person
to maintain in full force and effect the following insurance: (a) the Collateral



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Properties shall be insured by insurers of recognized financial responsibility against
such losses and risks in compliance with the Major Leases and the requirements set forth in
Schedule 5.1.11 hereto, and (b) all other assets of the Borrower and the Borrower
Subsidiaries shall be insured with such insurance as is reasonable and usual for Persons
conducting business operations similar to those of the Borrower and in compliance with the
terms of any secured financing with respect thereto.




     7.5.2 Excess Insurance Coverage. Without limiting the generality of the
insurance requirements set forth herein, only if commercially available at commercially
reasonable rates (in an amount reasonably consistent with the amount of such insurance
generally obtained by companies engaging in real estate business operations of a similar
size and nature as that of the Borrower) either (a) the insurance policies required
hereunder shall not include any so called “terrorist exclusion” or similar exclusion or
exception to insurance coverage relating to the acts of terrorist groups or individuals, or
(b) excess or blanket coverage with respect thereto shall be provided, which excess or
blanket coverage must be in an amount, from an insurer, and in accordance with terms and
conditions reasonably acceptable to the Administrative Agent.




     7.5.3 Payment of Premiums. All insurance premiums shall be paid, at the
Borrower’s option either annually in advance or in installments when due, and the
Administrative Agent shall be provided with evidence of such payment of insurance premiums
(or evidence of the relevant installment payment) prior to each renewal or replacement of
such coverages.




     7.5.4 Notice of Damage. In the event of any damage or destruction to any
Collateral Property by reason of fire or other hazard or casualty, the Borrower shall give
immediate written notice thereof to the Administrative Agent. If there is any condemnation
for public use of any Collateral Property the Borrower shall give immediate written notice
thereof to the Administrative Agent (and the Administrative Agent shall thereafter promptly
notify the Lenders). With respect to any such condemnation, the Borrower shall make the
Mandatory Principal Payment, if any is required, set forth herein. Further, the Borrower
shall upon the request of the Administrative Agent provide to the Administrative Agent a
report as to the status of any insurance adjustment, condemnation claim, or restoration
resulting from any casualty or taking.



     7.6 Inspection. Permit the Administrative Agent and the Lenders and its/their agents,
representatives and employees to inspect the Collateral Properties, and any and all other assets of
the Borrower or any of the Loan Parties, at reasonable hours upon reasonable notice, subject to the
rights of tenants therein. The Borrower shall be responsible for the reasonable costs incurred by
the Administrative Agent of one such inspection of each Borrowing Base Property or other asset per
year, and all such inspections if an Event of Default is in existence.



     7.7 Loan Documents. Observe, perform and satisfy all the terms, provisions, covenants
and conditions to be performed by it under, and to pay when due all costs, fees and expenses, and
other Obligations to the extent required under, the Loan Documents.



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     7.8 Further Assurances. Execute and deliver to the Administrative Agent such
documents, instruments, certificates, assignments and other writings, and do such other acts,
necessary or desirable in the reasonable judgment of the Administrative Agent, to evidence,
preserve and/or protect the Collateral at any time securing or intended to secure the Obligations
or for the better and more effective carrying out of the intents and purposes of this Agreement and
the other Loan Documents.



     7.9 Books and Records. Maintain and keep in accordance with GAAP (or such other
accounting basis reasonably acceptable to the Administrative Agent), proper and accurate books,
records and accounts reflecting all of the financial affairs of the Borrower and such other Loan
Parties and the Borrower Subsidiaries and all items of income and expense in connection with their
respective business and operations and in connection with any services, equipment or furnishings
provided in connection with the operation of the business of the Borrower, the other Loan Parties,
and the Borrower Subsidiaries, whether such income or expense is realized thereby or by any other
Person. The Administrative Agent shall have the right, not more than once each quarter (unless an
Event of Default shall have occurred and be continuing in which case as often as the Administrative
Agent shall reasonably determine), during normal business hours and upon reasonable notice, to
examine such books, records and accounts at the office of the Person maintaining such books,
records, correspondence, and accounts and to make such copies or extracts thereof as the
Administrative Agent shall desire at the Administrative Agent’s cost and expense. The Borrower
shall give the Administrative Agent fifteen (15) Business Days notice of any change in the location
of its financial records from the address specified at the beginning of this Agreement. The
Administrative Agent may discuss the financial and other affairs of the Borrower, the other Loan
Parties, and Borrower Subsidiaries with any of its partners, owners, and any accountants hired by
the Borrower, it being agreed that the Administrative Agent and each of the Lenders shall use
reasonable efforts not to divulge information obtained from such examination to others except in
connection with Laws and in connection with administering the Loan, enforcing its rights and
remedies under the Loan Documents and in the conduct, operation and regulation of its banking and
lending business (which may include, without limitation, the transfer of the Loan or of
participation interests therein). Any assignee or transferee of the Loan, co-lender, or any holder
of a participation interest in the Loan shall deal with such information in the same manner and in
connection with any subsequent transfer of its interest in the Loan or of further participation
interests therein.



     7.10 Business and Operations. (a) Continue to engage in the type of businesses,
acquisition, sale, financing, development and operation of retail properties and usual and
customary uses incidental to such retail activities presently conducted by them as of the Closing
Date, respectively, and (b) be qualified to do business and in good standing under the Laws of each
jurisdiction, and otherwise to comply with all Laws, as and to the extent the same are required for
the ownership, maintenance, management and operation of the assets of such Person except where the
failure to be so qualified could not reasonably be expected to have a Material Adverse Effect.



     7.11 Title. (a) Warrant and defend (i) the title to each item of Collateral owned by
such Person and every part thereof, subject only to Permitted Liens, (ii) the validity and priority



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of the Liens and security interests held by the Administrative Agent pursuant to the Loan
Documents, in each case against the claims of all Persons whomsoever, and (iii) the title to and in
the Collateral Properties, and (b) the Borrower and the other Loan Parties shall be responsible,
jointly and severally, to reimburse the Administrative Agent and the Lenders for any losses, costs,
damages or expenses (including reasonable attorneys’ fees and court costs) incurred by the
Administrative Agent and/or any of the Lenders if an interest in any item of Collateral, other than
as permitted hereunder, is claimed by another Person.




     7.12 Estoppel. Within ten (10) Business Days after a request therefor from the
Administrative Agent, which request shall not be made by the Administrative Agent more than once
each Fiscal Year, furnish to the Administrative Agent a statement, duly acknowledged and certified,
setting forth (a) the amount then owing by the Borrower in respect of the Obligations, (b) the date
through which interest on the Loan has been paid, (c) any offsets, counterclaims, credits or
defenses to the payment by any Loan Party to the Obligations of which the Borrower has knowledge
and (d) whether any written notice of Default from the Administrative Agent to the Borrower or any
of the other Loan Parties is then outstanding and acknowledging that this Agreement and the other
Loan Documents are in full force and effect and unmodified, or if modified, giving the particulars
of such modification.



     7.13 ERISA. As soon as possible and, in any event, within ten (10) days after any
Loan Party, Borrower Subsidiary, or any ERISA Affiliate knows of the occurrence of any of the
following which could reasonably be expected to have a Material Adverse Effect, deliver to the
Administrative Agent a certificate of an executive officer of the Borrower setting forth details as
to such occurrence and the action, if any, that the applicable the Borrower or other Loan Party or
Borrower Subsidiary or such ERISA Affiliate is required or proposes to take, together with any
notices required or proposed to be given to or filed with or by such the Borrower, Loan Party, the
ERISA Affiliate, the PBGC, a Plan participant or the Plan administrator with respect thereto: (a)
that a Reportable Event has occurred; (b) that any Plan has been deemed to be in “at risk status”
(as defined in Section 430(i)(4) of the Code without regard to 430(i)(4)(B) relating to the
transition rule) (c) that the minimum required contribution (as defined in Section 430(a) of the
Code) to a Plan has not been timely made; (d) that a Plan has been or may be terminated,
reorganized, partitioned or declared insolvent under Title IV of ERISA; (e) that proceedings may be
or have been instituted to terminate or appoint a trustee to administer a Plan; (f) that a
proceeding has been instituted pursuant to Section 515 of ERISA to collect a delinquent
contribution to a Plan; (g) that such the Borrower, Loan Party, Borrower Subsidiary, or ERISA
Affiliate will or may incur any liability (including any indirect, contingent, or secondary
liability) to or on account of the termination of or withdrawal from a Plan under Section 4062,
4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or with respect to a Plan under Section 401(a)(29),
4971, 4975 or 4980 of the Code or Section 409 or 502(i) or 502(l) of ERISA; or (h) or that such the
Borrower, the Loan Party or Borrower Subsidiary may incur any material liability pursuant to any
employee welfare benefit plan (as defined in Section 3(l) of ERISA) that provides benefits to
retired employees or other former employees (other than as required by Section 601 of ERISA) or any
employee pension benefit plan (as defined in Section 3(2) of ERISA). Upon the request of the
Administrative Agent, the Borrower shall (and shall cause the other Loan Parties, ERISA Affiliates
and Borrower Subsidiaries to) deliver to the Administrative Agent a complete copy of the annual
report (Form 5500) of each Plan required to be filed with



83









 




the Department of Labor. In addition to any certificates or notices delivered to the
Administrative Agent pursuant to the first sentence hereof, copies of any material notices received
by the Borrower, a Loan Party, a Borrower Subsidiary, or any ERISA Affiliate with respect to any
Plan shall be delivered to the Administrative Agent no later than ten (10) days after the date such
report has been filed with the Internal Revenue Service, the Department of Labor, or the PBGC or
such notice has been received by the Borrower, Loan Party or Borrower Subsidiary or ERISA
Affiliate, as applicable.




     7.14 [Reserved].



     7.15 Costs and Expenses. Pay all costs and expenses as required by Section 15.9.1.



     7.16 Appraisals.




     7.16.1 Appraisal. The Administrative Agent shall have the right at its option
to the extent that (a) the existing applicable appraisal is more than twelve (12) months old
or (b) in the Administrative Agent’s reasonable discretion, the value of any Borrowing Base
Property has been materially impacted, to order an Appraisal of one or more of the Borrowing
Base Properties prepared at the Administrative Agent’s direction by an appraiser selected by
the Administrative Agent, after notice to the Borrower. An appraiser selected by the
Administrative Agent shall be an MAI member with an appropriate level of professional
experience appraising commercial properties in the respective area(s) of the Borrowing Base
Properties and otherwise qualified pursuant to provisions of applicable Laws under and
pursuant to which the Administrative Agent operates. At any time, the Borrower shall have
the right at its option and at its own expense to order an Appraisal of one or more
Borrowing Base Properties by an appraiser selected by the Borrower and approved by the
Administrative Agent, such approval not to be unreasonably withheld, conditioned or delayed.




     7.16.2 Costs of Appraisal. The Borrower shall pay for the costs of each
Appraisal and each updated Appraisal requested by the Administrative Agent only (a) after
the occurrence of an Event of Default, or (b) in connection with an annual Appraisal to be
ordered by the Administrative Agent for each Borrowing Base Property, or (c) in connection
with any request by the Borrower to extend the Initial Maturity Date to the Extended
Maturity Date, or (d) if, in the Administrative Agent’s reasonable discretion, the value of
any Borrowing Base Property has been materially impacted.



     7.17 Indemnification. At all times, both before and after repayment of the Loan, at
its sole cost and expense defend, indemnify, exonerate and save harmless the Administrative Agent
and each of the Lenders and all those claiming by, through or under the Administrative Agent and
each of the Lenders as required by Section 15.9.2.



     7.18 Leasing Matters. The Loan Parties may enter into, modify, terminate, or amend
any Lease for any Individual Property without the approval of the Administrative Agent or the
Lenders; provided that the Borrower shall provide the Administrative Agent ten (10) Business Days
notice prior to entering into (a) any Major Lease, (b) any material modification or



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amendment to any Major Lease or (c) any optional termination, cancellation or surrender of any
Major Lease by any Loan Party thereto.




     7.19 [Reserved]



     7.20 Leverage Ratio. Maintain a Leverage Ratio as determined as of each Calculation
Date of less than sixty-seven and a half percent (67.5%). The Leverage Ratio covenant shall be
tested by the Administrative Agent as of each Calculation Date, such calculation and results to be
verified by the Administrative Agent.



     7.21 Fixed Charge Ratio. Maintain a Fixed Charge Ratio as determined as of each
Calculation Date of not less than 1.35:1. The Fixed Charge Ratio covenant shall be tested by the
Administrative Agent as of each Calculation Date with results based upon the results for the most
recent Calculation Period, such calculation and results to be verified by the Administrative Agent.



     7.22 Net Worth. Maintain a Net Worth as determined as of each Calculation Date equal
to or greater than the aggregate of (a) $468,622,000 plus (b) eighty-five percent (85%) of the
cumulative net cash proceeds received from and the value of assets acquired (net of (i)
underwriters’ discounts, commissions and other reasonable out-of-pocket expenses of issuance
actually paid to any Person (other than a Loan Party or an Affiliate of any Loan Party) and (ii)
Debt incurred or assumed in connection therewith) through the issuance of Capital Stock by CSC
after June 30, 2009. The Net Worth covenant shall be tested by the Administrative Agent as of each
Calculation Date, such calculation and results to be verified by the Administrative Agent.



     7.23 Borrowing Base Property Covenants.




     7.23.1 Occupancy Ratio. Not permit the aggregate Occupancy Ratio for the
Borrowing Base Properties (determined on an aggregate rentable square foot basis) to be less
than Eighty-Five (85%) percent for any period of ninety (90) consecutive days.




     7.23.2 Retail Center. Maintain each Borrowing Base Property at all times as a
retail center located in the United States owned by a Borrowing Base Property Owner.




     7.23.3 Business Strategy. Maintain ownership of each Borrowing Base Property
at all times consistent with the Borrower’s business strategy, and each Borrowing Base
Property shall at all times be of an asset quality consistent with the quality of Borrowing
Base Properties owned by the Borrowing Base Property Owners as of the date hereof.




     7.23.4 Estoppels and SNDA Agreements. Within thirty (30) days subsequent to
the date that a Compliance Certificate is required to be delivered pursuant to Section
7.2.5, use commercially reasonable efforts to obtain an executed estoppel and subordination,
non-disturbance and attornment agreement (to the extent such Lease is not subordinated by
its terms) from the tenant under any Lease that became a Major Lease during the most recent
fiscal quarter (but after the Closing Date). To the extent such estoppel and/or
subordination, non-disturbance and attornment agreement cannot be



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obtained, provide the Administrative Agent evidence of the matters or issues preventing
such agreements from being executed.




     7.23.5 Title Insurance. Within thirty (30) days subsequent to the date the
title insurance on a Borrowing Base Property is less than 67.5% of its Appraised Value (as a
result of a new Appraisal pursuant to Section 7.16), increase the amount of title insurance
such that the title insurance on such Borrowing Base Property is equal to 67.5% of its
Appraised Value.



     7.24 Variable Rate Debt. Maintain an aggregate Pro Rata Share of the Debt (including
the Loan) of the Consolidated CSC Entities which is Variable Rate Indebtedness of not more than
thirty-five (35%) percent of the Total Asset Value.



     7.25 Replacement Documentation. Upon receipt of an affidavit of an officer of the
Administrative Agent as to the loss, theft, destruction or mutilation of the Note or any other
security document which is not of public record, and, in the case of any such loss, theft,
destruction or mutilation, upon surrender and cancellation of such Note or other security document,
the Borrower will issue, in lieu thereof, a replacement Note or other security document in the same
principal amount thereof and otherwise of like tenor.



     7.26 Maintenance of REIT Status. CSC shall engage in such business activities, and
shall refrain from engaging in such activities, so as to continue to meet the requirements for
qualification and taxation as a REIT under the Code.



     7.27 The Lenders’ Consultants.




     7.27.1 Right to Employ. The Borrower agrees that the Administrative Agent
shall have the right to employ on its behalf and on behalf of the Lenders, its own
personnel, or one or more engineers, architects, environmental advisors, scientists,
accountants, and attorneys to act as an advisor to the Administrative Agent and the Lenders
in connection with the Loan (each of which shall be a “Lenders’ Consultant”).




     7.27.2 Functions. The functions of a Lenders’ Consultant shall include,
without limitation: (i) inspection and physical review of any Collateral Property; (ii)
review and analysis of environmental matters; (iii) review and analysis of financial and
legal matters; and (iv) providing usual inspection and review services in the event of the
use of Net Proceeds for any Repair Work.




     7.27.3 Payment. The reasonable costs and fees of the Lenders’ Consultants
shall be paid by the Loan Parties upon billing therefor and, if not so paid within thirty
(30) days, may be paid directly by the Lenders through a Loan Advance.




     7.27.4 Access. The Loan Parties shall provide the Lenders’ Consultants with
reasonable access to all Collateral Properties.



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     7.27.5 No Liability. Neither the Administrative Agent nor any Lender shall
have liability to the Borrower, any Loan Party, or third party on account of: (i) services
performed by the Lenders’ Consultant; or (ii) any failure or neglect by the Lenders’
Consultant to properly perform services. The Borrower shall have no rights under or relating
to any agreement, report, or similar document prepared by the Lenders’ Consultant for the
Administrative Agent or the Lenders. No Lenders’ Consultant shall have liability to the
Borrower, any Loan Party, or third party on account of: (i) services performed by such
Lenders’ Consultant; or (ii) any failure or neglect by such Lenders’ Consultant to properly
perform services, except for its gross negligence or willful misconduct.



     7.28 Payment of Obligations. Pay and discharge as the same shall become due and
payable, all lawful claims which, if unpaid, would by Law become a Lien upon its property (other
than Permitted Liens).



     7.29 Compliance with Laws. Comply in all material respects with the requirements of
all Laws applicable to it or to its business or property, except in such instances in which (a)
such requirement of Law is being contested in good faith by appropriate proceedings diligently
conducted or (b) the failure to comply therewith could not reasonably be expected to have a
Material Adverse Effect.



     7.30 SNDA and Estoppels for Existing Borrowing Base Properties. Within one hundred
twenty (120) days subsequent to the Closing Date, use commercially reasonable efforts to obtain
executed estoppels and subordination, non-disturbance and attornment agreements from each tenant of
an Existing Borrowing Base Property party to a Major Lease in existence as of the Closing Date, to
the extent not already obtained. To the extent such estoppels and/or subordination,
non-disturbance and attornment agreements cannot be obtained, provide the Administrative Agent
evidence of the matters or issues preventing such agreements from being executed.


8. NEGATIVE COVENANTS.




     So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation
hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the
Borrower shall not, nor shall it permit any other Loan Party to directly or indirectly:



     8.1 No Changes to the Borrower and other Loan Parties. Without the prior written
consent of the Administrative Agent, not to be unreasonably withheld or delayed after not less than
thirty (30) days’ prior written notice (with reasonable particularity of the facts and
circumstances attendant thereto): (a) change its jurisdiction of organization, (b) change its
organizational structure or type, (c) change its legal name, or (d) change the organizational
number (if any) assigned by its jurisdiction of formation or its federal employment identification
number (if any).




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     8.2 Restrictions on Liens. Create, incur, assume or suffer to exist any Lien
upon or with respect to any property or assets (real or personal, tangible or intangible,
including, without limitation, the Borrowing Base Properties), whether now owned or hereafter
acquired, or sell any such property or assets subject to an understanding or agreement, contingent
or otherwise, to repurchase such property or assets (including sales of accounts receivable with
recourse) or assign any right to receive income or permit the filing of any financing statement
under the UCC or any other similar notice of Lien under any similar recording or notice statute, or
grant rights with respect to, or otherwise encumber or create a security interest in, such property
or assets (including, without limitation, any item of Collateral) or any portion thereof or any
other revenues therefrom or the proceeds payable upon the sale, transfer or other disposition of
such property or asset or any portion thereof, or permit or suffer any such action to be taken,
except the following (singly and collectively, “Permitted Liens”):




     8.2.1 Administrative Agent’s Liens. Liens created by the Loan Documents;




     8.2.2 Permitted Debt. Liens to secure Permitted Debt, provided that (x) the
Borrower will be in compliance with the Financial Covenants considering the consequences of
the granting of any such Lien and (y) no such Lien shall be secured by any Borrowing Base
Property, the ownership interest in any Borrowing Base Property Owner, or any other assets
of any Borrowing Base Property Owner;




     8.2.3 Tax Liens. Liens for taxes, assessments or other governmental charges
not yet delinquent or which are being diligently contested in good faith and by appropriate
proceedings, if (a) to the extent such contest concerns a Borrowing Base Property,
reasonable reserves in an amount not less than the tax, assessment or governmental charge
being so contested shall have been established in a manner reasonably satisfactory to the
Administrative Agent or deposited in cash (or cash equivalents) with the Administrative
Agent to be held during the pendency of such contest, or such contested amount shall have
been duly bonded in accordance with applicable Law, (b) no imminent risk of sale,
forfeiture or loss of any interest in any Borrowing Base Property or the Collateral or any
part thereof arises during the pendency of such contest and (c) such contest could not
reasonably be expected to have a Material Adverse Effect;




     8.2.4 Judgment Liens. Liens in respect of property or assets imposed by Law,
which do not secure Debt, such as judgment Liens (provided such judgment Liens do not cause
the occurrence of an Event of Default under Section 10.1), carriers’, warehousemen’s,
material men’s and mechanics’ liens and other similar Liens arising in the ordinary course
of business, (a) which, except for such judgment Liens, do not in the aggregate materially
detract from the value of any property or assets or have, and could not reasonably be
expected to have, a Material Adverse Effect, (b) which, except for such judgment Liens, are
being contested in good faith by appropriate proceedings, which proceedings have the effect
of preventing the forfeiture or sale of the property or assets subject to any such Lien, and
(c) which as to any Borrowing Base Property do not have a lien priority prior to the Lien in
favor of the Administrative Agent, for the benefit of the



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Lenders, with respect to the Obligations, including, without limitation, any future
Loan Advances;




     8.2.5 Personal Property Liens. Liens relating to personal property financing
leases entered into in the ordinary course of business with respect to equipment, fixtures,
furniture, furnishings and similar assets; and




     8.2.6 L/C Issuer Liens. Liens, if any, in favor of the L/C Issuer to cash
collateralize or otherwise secure the obligations of a Defaulting Lender or an Impacted
Lender to fund risk participations hereunder.



     8.3 Consolidations, Mergers, Sales of Assets, Issuance and Sale of Equity. (a)
Dissolve, terminate, liquidate, consolidate with or merge with or into any other Person, (b)
issue, sell, lease, transfer or assign to any Persons or otherwise dispose of (whether in one
transaction or a series of transactions) any portion of its assets (whether now owned or hereafter
acquired), including, without limitation, any securities, membership or partnership interests, or
other interests of any kind in any other Loan Party or Borrower Subsidiary, directly or indirectly
(whether by the issuance of rights of, options or warrants for, or securities convertible into, any
such security, membership or partnership interests or other interests of any kind), (c) permit
another Person to merge with or into it, (d) acquire all or substantially all the capital stock,
membership or partnership interests or assets of any other Person, or (e) take any action which
could have the effect, directly or indirectly, of diluting the economic interest of any Loan Party
in any other Loan Party or Borrower Subsidiary; except the following:




     8.3.1 Transfers. Transfers pursuant to the Security Documents and other
agreements in favor of the Administrative Agent for the ratable benefit of the Lenders;




     8.3.2 Non-Loan Parties. Any such dissolution, liquidation, or termination which
does not involve a Loan Party;




     8.3.3 Loan Parties. With the prior written consent of the Administrative Agent
and the Required Lenders, such consent not to be unreasonably withheld or delayed, any
consolidation, merger, or issuance so long as the Borrower is the surviving entity, provided
that (a) the Borrower will be in compliance with the Financial Covenants considering the
consequences of such event, (b) no such event shall cause a Change of Control, and (c) each
Borrowing Base Property Owner will continue to be a Wholly-Owned Subsidiary of the Borrower
as of the date hereof;




     8.3.4 Borrowing Base Properties. Sales of any Borrowing Base Property, provided
the Release Conditions are satisfied with respect thereto;




     8.3.5 Leases. Leases of all or any portion of any Borrowing Base Property which
either (a) are permitted by the terms of this Agreement without the Administrative Agent’s
consent or approval or (b) are approved as provided for in this Loan Agreement;



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     8.3.6 Property Transfers. Sales, transfers or assignments of other assets of
the Borrower, any Loan Party or any Borrower Subsidiary which do or do not constitute
Collateral; provided that (a) the Borrower will be in compliance with the Financial
Covenants considering the consequences of any such sale; and (b) the aggregate amount of any
such sales, transfers, or assignments of such other assets shall not exceed ten percent
(10%) of the Total Asset Value, as verified by the Administrative Agent, unless prior
written approval is obtained from the Required Lenders (not to be unreasonably withheld,
conditioned or delayed);




     8.3.7 Ordinary Course. Sales or dispositions in the ordinary course of
business of worn, obsolete or damaged items of personal property or fixtures which are
suitably replaced;




     8.3.8 With Consent. Transactions, whether outright or as security, for which
the Administrative Agent’s, the Required Lenders’ or the Lenders’, as applicable, prior
written consent has been obtained to the extent such approval is required under this
Agreement;




     8.3.9 Permitted Investments. In connection with a Permitted Investment;




     8.3.10 Equity Issuances. The issuance or sale of equity interests in the
Borrower or CSC;




     8.3.11 Merger of Loan Parties. Mergers of and between Loan Parties, provided
(a) the Borrower and CSC shall at all times remain surviving entities, (b) the
Administrative Agent receives ten (10) Business Days prior written notice of the proposed
merger, and (c) the Borrower agrees to take all such action and execute all such documents
as the Administrative Agent may reasonably require in order to maintain the Administrative
Agent’s priority and perfection in the Collateral;




     8.3.12 Cedar-Riverview. The sale, transfer, assignment, redemption or other
disposition of all or a portion of any preferred limited partnership interest in
Cedar-Riverview LP; or




     8.3.13 Cedar-Revere. The creation of further condominium units in the
Individual Property owned by Cedar-Revere, LLC, and the performance of construction in
connection therewith, subject to the Administrative Agent’s reasonable approval of the
condominium documents creating such additional units and such normal and customary due
diligence as the Administrative Agent may reasonably require.



     8.4 Restrictions on Debt. (a) Create, incur or assume any Debt, or make any voluntary
prepayments of any Debt in respect of which it is an obligor, (b) enter into, acquiesce, suffer or
permit any amendment, restatement or other modification of the documentation evidencing and/or
securing any Debt under which it is an obligor or (c) increase the amount of any Debt existing as
of the Closing Date; except with respect to the following (singly and collectively, “Permitted
Debt”):



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     8.4.1 Debt under this Agreement. The Obligations;




     8.4.2 KeyBank Facility Debt. The Debt of the Borrower and CSC (and any
Affiliate thereof other than a Borrowing Base Property Owner) under the KeyBank Credit
Agreement.




     8.4.3 Individual Property Debt. Individual Property secured Debt of the
Borrower, CSC or any Borrower Subsidiary which is recourse to the Borrower or CSC consistent
with customary project finance market terms and conditions (excluding the Obligations) in an
amount not to exceed twenty five percent (25%) of the Total Asset Value in the aggregate
outstanding at any one time, provided that the Borrower will be in compliance with the
Financial Covenants considering the consequences of the incurrence of such Debt;




     8.4.4 Nonrecourse Debt. Individual Property secured Debt of the Borrower, CSC
or any Borrower Subsidiary which is nonrecourse to the Borrower (other than recourse in
connection with customary nonrecourse or “bad boy” carve out provisions) or CSC, provided
that the Borrower will be in compliance with the Financial Covenants considering the
consequences of the incurrence of such Debt;




     8.4.5 Ordinary Course. Debt incurred in the ordinary course of business for
the purchase of goods or services which are payable, without interest, within ninety (90)
days of billing;




     8.4.6 Capital Leases. Debt under capital leases of the type described in
Section 8.2.5;




     8.4.7 Cross-Collateralized Debt. Individual Property Debt incurred under
multi-property, cross-collateralized financings in an amount not to exceed $25,000,000; and




     8.4.8 Other Unsecured Debt. Unsecured Debt of a type not contemplated by any
of the foregoing in an amount not to exceed $10,000,000 in the aggregate outstanding at any
time; and




     8.4.9 Other Debt. Debt, whether secured or unsecured, of a type not
contemplated by any of the foregoing, for which Required Lenders’ prior written consent has
been obtained.



     8.5 Other Business. Enter into any line of business or make any material change in
the nature of its business, purposes or operations, or undertake or participate in activities other
than the continuance of its present business except as otherwise specifically permitted by this
Agreement or the other Loan Documents.



     8.6 Change of Control. Permit or otherwise suffer to occur any Change of Control.



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     8.7 Forgiveness of Debt. Voluntarily cancel or otherwise forgive or release any Debt
owed to it by any Person, except for adequate consideration and except for settlement of lease
obligations of tenants in the Borrower’s reasonable business judgment.



     8.8 Affiliate Transactions. Enter into, or be a party to, any transaction with any
Person which is an Affiliate of any Loan Party, except transactions (a) involving the offering or
sale of a Person’s equity interests on an arm’s length basis, or (b) entered into in the ordinary
course of business and on terms which are no less favorable to such Loan Party or Borrower
Subsidiary than would be obtained in a comparable arm’s-length transaction with an unrelated third
party, provided that this Section 8.8 shall not apply to transactions entirely between and among
Loan Parties or entirely between and among Borrower Subsidiaries that are not Loan Parties.



     8.9 ERISA. Establish or be obligated to contribute to any Plan.



     8.10 Bankruptcy Filings. With respect to any of the Loan Parties, file a petition
under any Debtor Relief Laws for the liquidation of all or a major portion of its assets or
property.



     8.11 Investment Company. Become an “investment company” or a company “controlled” by
an “investment company,” within the meaning of the Investment Company Act of 1940, as amended.



     8.12 [Reserved].



     8.13 Use of Proceeds. Permit the proceeds of the Loan, or any other accommodation at
any time made hereunder, to be used for any purpose which entails a violation of, or is
inconsistent with, Regulation T, U or X of the Board, or for any purpose other than to (a) repay
certain existing indebtedness of the Borrower, (b) provide working capital to the Borrower, CSC,
and the Borrower Subsidiaries, (c) provide funds for acquisitions, development, capital
expenditures, and refinancings of real estate properties by the Borrower, CSC, and the Borrower
Subsidiaries, (d) pay certain closing and transactional costs as approved by the Administrative
Agent and (e) for other lawful REIT purposes.



     8.14 Distributions. Authorize, declare, or pay any Distributions on behalf of the
Borrower, except for Permitted Distributions.



     8.15 Restrictions on Investments. Make or permit to exist or to remain outstanding
any Investment except which are in:




     (a) marketable direct or guaranteed general obligations of the United States of America
which mature within one year from the date of purchase;




     (b) bank deposits, certificates of deposit and banker’s acceptances, or other
obligations in or of the Lenders or banks located within and chartered by the United States
of America or a state and having assets of over $500,000,000;



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     (c) the Borrower’s Subsidiaries (both Subsidiaries as of the date hereof and any other
Person that becomes a Borrower Subsidiary), subject in all instances to the terms of this
Agreement; and




     (d) Permitted Investments.



     8.16 Negative Pledges, etc. Enter into any agreement subsequent to the Closing Date
(other than a Loan Document) which (a) prohibits the creation or assumption of any Lien upon any of
the Collateral, including, without limitation, any hereafter acquired property, (b) specifically
prohibits the amendment or other modification of this Agreement or any other Loan Document, or (c)
could reasonably be expected to have a Material Adverse Effect.



     8.17 Other Covenants. The Borrower hereby represents and warrants to the
Administrative Agent and the Lenders that no Collateral is in the possession of any third party
bailee (such as at a warehouse). In the event that the Borrower and/or any of the other Loan
Parties, after the date hereof, intends to store or otherwise deliver any Collateral or other
personal property in which the Administrative Agent has been granted a security interest to such a
bailee, then the Borrower shall receive the prior written consent of the Administrative Agent not
to be unreasonably withheld or delayed and such bailee must acknowledge in writing that the bailee
is holding such Collateral or such other personal property for the benefit of the Administrative
Agent and the Lenders.



     8.18 Swap Contracts. Not enter into any Swap Contract, unless (i) such Swap Contract
was entered into by such Person in the ordinary course of business for the purpose of directly
mitigating risks associated with liabilities, commitments, investments, assets, or property held or
reasonably anticipated by such Person, or changes in the value of securities issued by such Person,
and not for purposes of speculation and (ii) such Swap Contract does not contain any provision
exonerating the non-defaulting party from its obligation to make payments on outstanding
transactions to the defaulting party other than normal setoff or netting rights;


9. SPECIAL PROVISIONS.




     9.1 Legal Requirements. The Borrower, any Borrower Subsidiary or any Loan Party may
contest in good faith any claim, demand, levy or assessment under any Laws by any Person or entity
if: (i) the contest is based upon a material question of Law or fact raised by the Borrower in good
faith; (ii) such Person properly commences and thereafter diligently pursues the contest; (iii) the
contest will not materially impair the ability to ultimately comply with the contested Law should
the contest not be successful; (iv) if the contest concerns a Borrowing Base Property or a
Borrowing Base Property Owner, reasonable reserves in an amount necessary to undertake and pay for
such contest and any corrective or remedial action then or thereafter reasonably likely to be
necessary shall have been established in a manner reasonably satisfactory to the Administrative
Agent or deposited in cash (or cash equivalents) with the Administrative Agent to be held during
the pendency of such contest, or such contested amount shall have been duly bonded in accordance
with applicable Law; (vi) no Event of Default exists; (vii) if the contest relates to an
Environmental Legal Requirement, the conditions set forth in the Environmental Indemnity Agreement
relating to such contests shall be satisfied; (viii) no



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imminent risk of sale, forfeiture or loss of any interest in any Borrowing Base Property or
the Collateral or any part thereof arises during the pendency of such contest; and (ix) such
contest could not reasonably be expected to have a Material Adverse Effect.




     9.2 Limited Recourse Provisions.




     9.2.1 Borrower Fully Liable. Borrower shall be fully liable for the Loan and
the Obligations of the Borrower to the Administrative Agent and each of the Lenders.




     9.2.2 Certain Non-Recourse. This Agreement and all Loan Documents have been
executed by the undersigned in its capacity as an officer of CSC, as general partner of the
Borrower on behalf of the Borrower or the Loan Parties, and not individually, and none of
the trustees, officers, directors, members, limited partners, or shareholders of the
Borrower or CSC or any Loan Party shall be bound or have any personal liability hereunder or
thereunder except under any Guaranty or other Loan Document signed by such Person, other
than a signature in a representative capacity. Under no circumstances shall any party be
entitled to seek recourse or commence any action against any of the trustees, officers,
directors, members, limited partners, or shareholders of the Borrower or CSC or any such
Person’s personal assets for the performance or payment of any obligation hereunder. In all
other Loan Documents, all parties shall not seek recourse or commence any action against any
of the trustees, officers, directors, members, limited partners, or shareholders of Borrower
or CSC or any of such Person’s personal assets for the performance or payment of any
obligation hereunder or thereunder, except under any Guaranty or other Loan Document signed
by such Person, other than a signature in a representative capacity.




     9.2.3 Additional Matters. Nothing contained in the foregoing non-recourse
provisions or elsewhere shall: (a) limit the right of the Administrative Agent or any of the
Lenders to obtain injunctive relief or to pursue equitable remedies under any of the Loan
Documents, excluding only any injunctive relief ordering payment of obligations by any
Person or entity for which personal liability does not otherwise exist; or (b) limit the
liability of any attorney, law firm, accountant or other professional who or which renders
or provides any written opinion or certificate to the Administrative Agent or any of the
Lenders in connection with the Loan even though such Person or entity may be a limited
partner of the Borrower.



     9.3 Payment of Obligations. Upon the return to the Administrative Agent, or the
expiration, of all of the Letters of Credit and the payment in full of the Obligations, in
immediately available funds, including, without limitation, all unreimbursed costs and expenses of
the Administrative Agent and of each Lender for which the Borrower is responsible, and the
termination of this Agreement, the Administrative Agent shall release any security and other
collateral interests as provided for herein and under the other Loan Documents and shall execute
and deliver such documents and termination statements as the Borrower or any other Loan Party
reasonably requests to evidence such termination and release. However, such release by the
Administrative Agent shall not be deemed to terminate or release any Person from any obligation



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or liability under the Loan Documents which specifically by its terms survives the payment in
full of the Obligations.



10. EVENTS OF DEFAULT.




     The following provisions deal with Defaults, Events of Default, notice, grace and cure
periods, and certain rights of the Administrative Agent and the Lenders following an Event of
Default.



     10.1 Default and Events of Default. The term “Default” as used herein or in
any of the other Loan Documents shall mean any fact or circumstance which constitutes, or upon the
lapse of time, or giving of notice, or both, could constitute, an Event of Default. The occurrence
of any of the following events, continuing uncured beyond any applicable grace, notice or cure
period, respectively, shall constitute an event of default (“Event of Default”). Upon the
occurrence of any Event of Default described in Section 10.1.8, any and all Obligations shall
become due and payable without any further act on the part of the Administrative Agent. Upon the
occurrence of any other Event of Default, the Administrative Agent may, and upon the request of the
Required Lenders shall, declare that any and all Obligations shall become immediately due and
payable.




     10.1.1 Failure to Pay the Loan. The failure by the Borrower to pay when due
any principal of, interest on, or fees in respect of, the Loan, and the specific grace
period, if any, allowed for the default in question in Section 10.2 or elsewhere in this
Agreement shall have expired without such default having been cured.




     10.1.2 Failure to Make Other Payments. The failure by the Borrower to pay when
due (or upon demand, if payable on demand) any payment Obligation other than any payment
Obligation on account of the principal of, or interest on, or fees in respect of, the Loan,
and the specific grace period, if any, allowed for the default in question in Section 10.2
or elsewhere in this Agreement shall have expired without such default having been cured.




     10.1.3 Security Documents and Other Loan Documents. Any other default in the
performance of any term or provision of the Security Documents or of any of the other Loan
Documents, or a breach, or other failure to satisfy, any other term, provision, condition or
warranty under the Security Documents or any other Loan Document, and the specific grace
period, if any, allowed for the default in question in Section 10.2 or elsewhere in this
Agreement shall have expired without such default having been cured.




     10.1.4 Default under Other Agreements. (i) The Borrower, CSC or any other Loan
Party (A) fails to make any payment when due (whether by scheduled maturity, required
prepayment, acceleration, demand, or otherwise) in respect of any Debt or Guarantee (other
than Debt hereunder) having an aggregate principal amount (including undrawn committed or
available amounts and including amounts owing to all creditors under any combined or
syndicated credit arrangement) of more than $35,000,000, or (B)



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fails to observe or perform any other agreement or condition relating to any such Debt
or Guarantee or contained in any instrument or agreement evidencing, securing or relating
thereto, or any other event occurs, the effect of which default or other event is to cause,
or to permit the holder or holders of such Debt or the beneficiary or beneficiaries of such
Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or
beneficiaries) to cause, with the giving of notice or passage of time, or both, if required,
such Debt to be demanded or to become due or to be repurchased, prepaid, defeased or
redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem
such Debt to be made, prior to its stated maturity, or such Guarantee to become payable or
cash collateral in respect thereof to be demanded; or (ii) there occurs under any Swap
Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any
event of default under such Swap Contract as to which the Borrower, CSC or any Loan Party is
the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so
defined) under such Swap Contract as to which the Borrower, CSC or any other Loan Party is
an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by
the Borrower, CSC or such Loan Party as a result thereof is greater than $35,000,000;




     10.1.5 Representations and Warranties. If any representation or warranty made
by the Borrower or by any of the other Loan Parties in the Loan Documents was untrue or
misleading in any material respect as of the date made or deemed made, including, without
limitation, all representations and warranties made in Article 6 herein.




     10.1.6 Affirmative Covenants. The breach of any covenant contained in Article
7 herein, including, without limitation, the Financial Covenants.




     10.1.7 Negative Covenants. The breach of any covenant contained in Article 8
herein.




     10.1.8 Financial Status and Insolvency. Any Loan Party shall: (i) admit in
writing its inability to pay its debts generally as they become due; (ii) file a petition in
bankruptcy or a petition to take advantage of any insolvency act; (iii) make an assignment
for the benefit of creditors; (iv) consent to, or acquiesce in, the appointment of a
receiver, liquidator or trustee of itself or of the whole or any substantial part of its
properties or assets; (v) file a petition or answer seeking reorganization, arrangement,
composition, readjustment, liquidation, dissolution or similar relief under the Federal
Bankruptcy laws or any other applicable Law; (vi) have a court of competent jurisdiction
enter an order, judgment or decree appointing a receiver, liquidator or trustee of a Loan
Party, or of the whole or any substantial part of the property or assets of a Loan Party,
and such order, judgment or decree shall remain unvacated or not set aside or unstayed for
ninety (90) days; (vii) have a petition filed against it seeking reorganization,
arrangement, composition, readjustment, liquidation, dissolution or similar relief under the
Federal Bankruptcy laws or any other applicable Law and such petition shall remain
undismissed for ninety (90) days; (viii) have, under the provisions of any other Law for the
relief or aid of debtors, any court of competent jurisdiction assume custody or control of a
Loan Party or of the whole or any substantial part of its property or assets and such
custody or



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control shall remain unterminated or unstayed for ninety (90) days; or (ix) have an
attachment or execution levied against any substantial portion of the property of a Loan
Party or against any portion of the Collateral which is not discharged or dissolved by a
bond within sixty (60) days.




     10.1.9 Loan Documents. Any Loan Document, at any time after its execution and
delivery and for any reason other than as expressly permitted hereunder or thereunder or
satisfaction in full of all the Obligations, ceases to be in full force and effect; or any
Loan Party contests in any manner the validity or enforceability of any Loan Document; or
any Loan Party denies that it has any or further liability or obligation under any Loan
Document, or purports to revoke, terminate or rescind any Loan Document.




     10.1.10 Judgments. One or more judgments or decrees shall be entered against
Borrower or any Loan Party or Borrower Subsidiary involving a liability (not paid or fully
covered (subject to deductibles) by a reputable and solvent insurance company) and such
judgments and decrees either shall be final and non-appealable or shall not be vacated,
discharged or stayed or bonded pending appeal for any period of sixty (60) consecutive days,
and the aggregate amount of all such judgments exceeds $750,000;




     10.1.11 ERISA. (a) If (i) any Plan shall be deemed to be in “at risk status”
(as defined in Section 430(i)(4) of the Code without regard to Section 430(i)(4)(B) relating
to the transition rule), (ii) any Plan shall have had or is likely to have a trustee
appointed to administer such Plan, (iii) any Plan is, shall have been or is likely to be
terminated or to be the subject of a distress termination proceeding under ERISA, (iv) a
minimum required contribution (as defined in Section 430(a) of the Code) for a Plan has not
been timely made, (v) a Loan Party or any ERISA Affiliate has incurred or is likely to incur
a liability to or on account of a Plan under Section 409, 502(i), 502(l), 515, 4062, 4063,
4064, 4069, 4201, 4204 or 4212 of ERISA or Section 401(a)(29), 4971, 4975 or 4980 of the
Code, or (vi) a Loan Party has incurred or is likely to incur liabilities pursuant to one or
more employee welfare benefit plans (as defined in Section 3(l) of ERISA) that primarily
provide health and welfare benefits to retired employees or other former employees (other
than as required by Section 601 of ERISA) and any of the foregoing could have a Material
Adverse Effect; (b) if there shall result from any event or events described in clauses (i),
(ii), (iii) (iv) or (v) of this Section 10.1.11, the imposition of a lien, the granting of a
security interest, or a liability or a material risk of incurring a liability which could
have, or reasonably be expected to have, a Material Adverse Effect; or (c) if any such lien,
security interest or liability is imposed or granted and, individually, and/or in the
aggregate, in the reasonable opinion of the Administrative Agent could have, or reasonably
be expected to have, a Material Adverse Effect.




     10.1.12 Change of Control. If a Change of Control shall occur.




     10.1.13 Indictment; Forfeiture. The indictment of, or institution of any legal
process or proceeding against, the Borrower, any other Loan Party, and/or any Borrower
Subsidiary under any applicable Law where the relief, penalties, or remedies sought or
available include the forfeiture of any property of Borrower and/or any other such Person



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and/or the imposition of any stay or other order, the effect of which could be to
restrain in any material way the conduct by the Borrower and/or any other such Person of its
business in the ordinary course.




     10.1.14 Generally. A default by the Borrower in the performance of any term,
provision or condition of this Agreement to be performed by the Borrower, or a breach, or
other failure to satisfy, any other term provision, condition, covenant or warranty under
this Agreement and such default remains uncured beyond any applicable specific grace period
provided for in this Agreement, including, without limitation, as set forth in Section 10.2.
below.



     10.2 Grace Periods and Notice. As to each of the foregoing events the following
provisions relating to grace periods and notice shall apply:




     10.2.1 No Notice or Grace Period. There shall be no grace period and no notice
provision with respect to the payment of principal at maturity and/or in connection with a
Mandatory Principal Prepayment (except as provided in Section 2.3.8) and no grace period and
no notice provision with respect to defaults related to the voluntary filing of bankruptcy
or reorganization proceedings or an assignment for the benefit of creditors, or subject to
Sections 10.2.4 and 10.2.5, with respect to a breach of warranty or representation under
Article 6, or (subject to Section 10.2.5) with respect to the breach of any of the
affirmative covenants set forth in Article 7 (unless a grace or cure period is specifically
provided for therein) or (subject to Section 10.2.5) with respect to the breach of any of
the negative covenants set forth in Article 8.




     10.2.2 Nonpayment of Interest. As to the nonpayment of interest there shall be
a three (3) Business Day grace period without any requirement of notice from the
Administrative Agent.




     10.2.3 Other Monetary Defaults. All other monetary defaults shall have a three
(3) Business Day grace period following notice from the Administrative Agent.




     10.2.4 Nonmonetary Defaults Capable of Cure. As to non-monetary Defaults which
are reasonably capable of being cured or remedied, unless there is a specific shorter or
longer grace period provided for in this Loan Agreement or in another Loan Document, there
shall be a thirty (30) day grace period following such Default; provided that if such
Default would reasonably require more than thirty (30) days to cure or remedy, such longer
period as requested by the Borrower but in no event longer than ninety (90) days following
such Default and no extension shall be granted if such Default has caused a Material Adverse
Effect.




     10.2.5 Borrowing Base Property Defaults. As to any non-monetary Defaults which
are capable of being cured or remedied by the removal of any Individual Property or
Individual Properties from being Borrowing Base Properties, there shall be a thirty (30) day
grace period following such Default for the Borrower to cure or remedy such Default by
removing such Individual Properties from being Borrowing Base Properties, if



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required, or by removing such Borrowing Base Properties from the Borrowing Base Value.


11. REMEDIES.




     11.1 Remedies. Upon the occurrence and during the continuance of an Event of Default,
whether or not the Obligations evidenced by this Agreement and secured by the Security Documents
shall be due and payable or the Administrative Agent shall have instituted any foreclosure or other
action for the enforcement of the Security Documents, the Administrative Agent may in its sole and
absolute discretion, and shall upon the direction of the Required Lenders, in addition to any other
remedies which the Administrative Agent may have hereunder or under the other Loan Documents, or
otherwise, and not in limitation thereof:




     11.1.1 Accelerate Debt. Declare the Obligations immediately due and payable
(provided that in the case of a voluntary petition in bankruptcy filed by Borrower or an
involuntary petition in bankruptcy filed against Borrower (after expiration of the grace
period, if any, set forth in Section 10.1.8), such acceleration shall be automatic).




     11.1.2 Collateralize Letters of Credit. Require the Borrower to deposit into
accounts maintained with, and pledged to the Administrative Agent, cash proceeds in an
amount equal to one hundred three percent (103%) of the L/C Exposure, which deposits shall
secure the L/C Exposure.




     11.1.3 Pursue Remedies. Pursue any and all remedies provided for hereunder,
under any one or more of the other Loan Documents, and/or otherwise.



     11.2 Distribution of Liquidation Proceeds. Subject to the terms and conditions of
this Agreement, the Administrative Agent shall distribute all Liquidation Proceeds in the order and
manner set forth below:




     First: To the Administrative Agent, towards any fees and any expenses for which the
Administrative Agent is entitled to reimbursement under this Agreement or the other Loan
Documents not theretofore paid to the Administrative Agent.




     Second: To all applicable Lenders in accordance with their proportional share based
upon their respective Commitment Percentages until all Lenders have been reimbursed for all
fees and expenses which such Lenders have previously paid to the Administrative Agent and
not theretofore paid to such Lenders.




     Third: To all applicable Lenders in accordance with their proportional share based
upon their respective Commitment Percentages until all Lenders have been paid in full all
principal and interest due to such Lenders under the Loan, with each Lender applying such
proceeds for purposes of this Agreement first against the outstanding principal balance due
to such Lender under the Loan and then to accrued and unpaid interest due under the Loan.



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     Fourth: To all applicable Lenders in accordance with their proportional share based
upon their respective Commitment Percentages until all Lenders have been paid in full all
other amounts due to such Lenders under the Loan including, without limitation, (a) any
costs and expenses incurred directly by such Lenders to the extent such costs and expenses
are reimbursable to such Lenders by the Borrower under the Loan Documents, (b) payment of
breakage, termination or other payments, and any interest accrued thereon, due under any
Swap Contract between any Loan Party and any Lender, or any Affiliate of a Lender and (c)
Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount
of Letters of Credit, ratably among the Lenders (and, in the case of such Swap Contracts,
Affiliates of Lenders) and the L/C Issuer in proportion to the respective amounts described
in this clause Fourth held by them.




     Fifth: To the Borrower or such third parties as may be entitled to claim Liquidation
Proceeds.




     Subject to Section 2.7.7, amounts used to provide Cash Collateral for the aggregate
undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to
satisfy drawings under such Letters of Credit as they occur. If any amount remains on
deposit as Cash Collateral after all Letters of Credit have either been fully drawn or
expired, such remaining amount shall be applied to the other Obligations, if any, in the
order set forth above.



     11.3 Power of Attorney. For the purpose of exercising the rights granted by this
Article 11, as well as any and all other rights and remedies of Administrative Agent under the Loan
Documents, the Borrower hereby irrevocably constitutes and appoints the Administrative Agent (or
any agent designated by Administrative Agent) its true and lawful attorney-in-fact, with full power
of substitution, upon and following any Event of Default which is continuing, to execute,
acknowledge and deliver any instruments and to do and perform any acts in the name and on behalf of
the Borrower. In connection with the foregoing power of attorney, the Borrower hereby grants unto
the Administrative Agent (acting through any of its officers) full power to do any and all things
necessary or appropriate in connection with the exercise of such powers as fully and effectually as
the Borrower might or could do, hereby ratifying all that said attorney shall do or cause to be
done by virtue of this Agreement. The foregoing power of attorney shall not be affected by any
disability or incapacity suffered by the Borrower and shall survive the same. All powers conferred
upon the Administrative Agent by this Agreement, being coupled with an interest, shall be
irrevocable until this Agreement is terminated by a written instrument executed by a duly
authorized officer of the Administrative Agent.


12. SECURITY INTEREST AND SET-OFF.




     12.1 Security Interest. The Borrower hereby grants (and shall cause each other Loan
Party to grant) to the Administrative Agent and each of the Lenders, a continuing lien, security
interest and right of setoff (with setoff being subject to Section 12.2 ) as security for all of
the



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Obligations, upon and against all deposits, credits, collateral and property, now or hereafter
in the possession, custody, safekeeping or control of Administrative Agent or any of the Lenders or
any of their respective successors and assigns, or in transit to any of them.




     12.2 Set-Off/Sharing of Payments. If any Event of Default occurs, any such deposits,
balances or other sums credited by or due from Administrative Agent or any of the Lenders, or from
any of their respective Affiliates, to the Borrower may to the fullest extent not prohibited by
applicable Law at any time or from time to time, without regard to the existence, sufficiency or
adequacy of any other collateral, and without notice or compliance with any other condition
precedent now or hereafter imposed by statute, rule of law or otherwise, all of which are hereby
waived, be set off, appropriated and applied by the Administrative Agent against any or all of Loan
Party’s Obligations irrespective of whether demand shall have been made and although such
obligations may be unmatured, in the manner set forth herein. Within five (5) Business Days of
making any such set off, appropriation or application, the Administrative Agent agrees to notify
the Borrower thereof, provided the failure to give such notice shall not affect the validity of
such set off or appropriation or application. ANY AND ALL RIGHTS TO REQUIRE THE ADMINISTRATIVE
AGENT OR ANY OF THE LENDERS TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL
WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH
DEPOSITS, CREDITS OR OTHER PROPERTY OF THE BORROWER OR ANY GUARANTOR, ARE HEREBY KNOWINGLY,
VOLUNTARILY AND IRREVOCABLY WAIVED. Each of the Lenders agrees with each other Lender that (a) if
an amount to be set off is to be applied to indebtedness of the Borrower to such Lender, other than
the Obligations evidenced by this Agreement due to such Lender, such amount shall be applied
ratably to such other indebtedness and to the Obligations evidenced by this Agreement due to such
Lender, and (b) if such Lender shall receive from the Borrower, whether by voluntary payment,
exercise of the right of setoff, counterclaim, cross action, enforcement of the claim evidenced by
this Agreement due to such Lender by proceedings against the Borrower at law or in equity or by
proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or
otherwise, and shall retain and apply to the payment of the Obligations due to such Lender any
amount in excess of its ratable portion of the payments received by all of the Lenders with respect
to Obligations under this Agreement due to all of the Lenders, such Lender will make such
disposition and arrangements (excluding any amounts received by the L/C Issuer to secure the
obligations of a Defaulting Lender or an Impacted Lender to fund risk participations hereunder)
with the other Lenders with respect to such excess, either by way of distribution, pro tanto
assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect
of the Obligations its proportionate payment as contemplated by this Agreement; provided that if
all or any part of such excess payment is thereafter recovered from such Lender, such disposition
and arrangements shall be rescinded and the amount restored to the extent of such recovery, but
without interest.



     12.3 Right to Freeze. The Administrative Agent and each of the Lenders shall also
have the right, at its option, upon the occurrence of any event which would entitle the
Administrative Agent and each of the Lenders to set off or debit as set forth in Section 12.2, to
freeze, block or segregate any such deposits, balances and other sums so that Borrower may not
access, control or draw upon the same.



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     12.4 Additional Rights. The rights of the Administrative Agent, the Lenders and each
of their respective Affiliates under this Article 12 are in addition to, and not in limitation of,
other rights and remedies, including other rights of set off, which the Administrative Agent or any
of the Lenders may have.



13. THE ADMINISTRATIVE AGENT AND THE LENDERS.




     13.1 Rights, Duties and Immunities of the Administrative Agent.




     13.1.1 Appointment of Administrative Agent. Each of the Lenders and the L/C
Issuer hereby irrevocably appoints Bank of America to act on its behalf as the
Administrative Agent hereunder and under the other Loan Documents and authorizes the
Administrative Agent to take such actions on its behalf and to exercise such powers as are
delegated to the Administrative Agent by the terms hereof or thereof, together with such
actions and powers as are reasonably incidental thereto. The provisions of this Section
13.1 (other than Sections 13.1.10, 13.2.4 and 13.3.2) are solely for the benefit of the
Administrative Agent, the Lenders and the L/C Issuer, and neither the Borrower nor any other
Loan Party shall have rights as a third party beneficiary of any of such provisions.




     13.1.2 No Other Duties, Etc. Anything herein to the contrary notwithstanding,
none of the Bookrunners, Arrangers, Syndication Agents or Documentation Agents listed on the
cover page hereof shall have any powers, duties or responsibilities under this Agreement or
any of the other Loan Documents, except in its capacity, as applicable, as the
Administrative Agent, a Lender or the L/C Issuer hereunder.




     13.1.3 Delegation of Duties. The Administrative Agent may perform any and all
of its duties and exercise its rights and powers hereunder or under any other Loan Document
by or through any one or more sub-agents appointed by the Administrative Agent. The
Administrative Agent and any such sub-agent may perform any and all of its duties and
exercise its rights and powers by or through their respective Related Parties. The
exculpatory provisions of this Article shall apply to any such sub-agent and to the Related
Parties of the Administrative Agent and any such sub-agent, and shall apply to their
respective activities in connection with the syndication of the credit facilities provided
for herein as well as activities as Administrative Agent.




     13.1.4 Exculpatory Provisions. (a) The Administrative Agent shall not have any
duties or obligations except those expressly set forth herein and in the other Loan
Documents. Without limiting the generality of the foregoing (but subject to Section
13.1.4(b)), the Administrative Agent:




     (i) shall not be subject to any fiduciary or other implied duties, regardless
of whether a Default has occurred and is continuing;



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     (ii) shall not have any duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and powers expressly contemplated
hereby or by the other Loan Documents that the Administrative Agent is required to
exercise as directed in writing by the Required Lenders (or such other number or
percentage of the Lenders as shall be expressly provided for herein or in the other
Loan Documents), provided that the Administrative Agent shall not be
required to take any action that, in its opinion or the opinion of its counsel, may
expose the Administrative Agent to liability or that is contrary to any Loan
Document or applicable Law; and




     (iii) shall not, except as expressly set forth herein and in the other Loan
Documents, have any duty to disclose, and shall not be liable for the failure to
disclose, any information relating to the Borrower or any of its Affiliates that is
communicated to or obtained by the Person serving as the Administrative Agent or any
of its Affiliates in any capacity.




     (b) The Administrative Agent shall not be liable for any action taken or not taken by it
(i) with the consent or at the request of the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary), or as the Administrative Agent shall
believe in good faith shall be necessary, under the circumstances as provided in Sections
11.2 and 13.4.1 or (ii) in the absence of its own (or its officer’s, directors, employees,
agents, attorneys in fact or Affiliates) gross negligence or willful misconduct.




     (c) The Administrative Agent shall not be responsible for or have any duty to ascertain
or inquire into (i) any statement, warranty or representation made in or in connection with
this Agreement or any other Loan Document, (ii) the contents of any certificate, report or
other document delivered hereunder or thereunder or in connection herewith or therewith,
(iii) the performance or observance of any of the covenants, agreements or other terms or
conditions set forth herein or therein or the occurrence of any Default, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or
any other agreement, instrument or document or (v) the satisfaction of any condition set
forth in Section 5 or elsewhere herein, other than to confirm receipt of items expressly
required to be delivered to the Administrative Agent.




     13.1.5 Reliance by Administrative Agent. The Administrative Agent shall be
entitled to rely upon, and shall not incur any liability for relying upon, any notice,
request, certificate, consent, statement, instrument, document or other writing (including
any electronic message, Internet or intranet website posting or other distribution) believed
by it to be genuine and to have been signed, sent or otherwise authenticated by the proper
Person. The Administrative Agent also may rely upon any statement made to it orally or by
telephone and believed by it to have been made by the proper Person, and shall not incur any
liability for relying thereon. In determining compliance with any condition hereunder to
the making of a Loan Advance, or the issuance of a Letter of Credit, that by its terms must
be fulfilled to the satisfaction of a Lender or the L/C Issuer, the Administrative Agent may
presume that such condition is satisfactory to such Lender or the L/C Issuer unless the
Administrative Agent shall have received notice to the contrary



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from such Lender or the L/C Issuer prior to the making of such Loan Advance or the
issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel
(who may be counsel for the Borrower), independent accountants and other experts selected by
it, and shall not be liable for any action taken or not taken by it in accordance with the
advice of any such counsel, accountants or experts.




     13.1.6 Notice of Default. The Administrative Agent shall be deemed not to have
knowledge of any Default unless and until notice describing such Default is given to the
Administrative Agent by the Borrower, a Lender or the L/C Issuer.




     13.1.7 Lenders’ Credit Decisions. Each Lender and the L/C Issuer acknowledges
that it has, independently and without reliance upon the Administrative Agent or any other
Lender or any of their Related Parties and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this Agreement.
Each Lender and the L/C Issuer also acknowledges that it will, independently and without
reliance upon the Administrative Agent or any other Lender or any of their Related Parties
and based on such documents and information as it shall from time to time deem appropriate,
continue to make its own decisions in taking or not taking action under or based upon this
Agreement, any other Loan Document or any related agreement or any document furnished
hereunder or thereunder.




     13.1.8 Administrative Agent’s Reimbursement and Indemnification. The Lenders
agree to reimburse and indemnify the Administrative Agent, ratably in proportion to their
respective Commitments, for (i) any amounts not reimbursed by the Borrower for which the
Administrative Agent is entitled to reimbursement by the Borrower under this Loan Agreement
or the other Loan Documents, (ii) any other expenses incurred by the Administrative Agent on
behalf of the Lenders in connection with the preparation, execution, delivery,
administration, amendment, waiver and/or enforcement of this Loan Agreement and the other
Loan Documents, and (iii) any liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which
may be imposed on, incurred by or asserted against the Administrative Agent in any way
relating to or arising out of this Loan Agreement or the other Loan Documents or any other
document delivered in connection therewith or any transaction contemplated thereby, or the
enforcement of any of the terms hereof or thereof, provided that no Lender shall be liable
for any of the foregoing to the extent that they arise from the gross negligence or willful
misconduct of the Administrative Agent. If any indemnity furnished to the Administrative
Agent for any purpose shall, in the opinion of the Administrative Agent, be insufficient or
become impaired, the Administrative Agent may call for additional indemnity and cease, or
not commence, to do the action indemnified against until such additional indemnity is
furnished.




     13.1.9 Administrative Agent in its Individual Capacity. The Person serving as
the Administrative Agent hereunder shall have the same rights and powers in its capacity as
a Lender as any other Lender and may exercise the same as though it were not the
Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise



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expressly indicated or unless the context otherwise requires, include the Person
serving as the Administrative Agent hereunder in its individual capacity. Such Person and
its Affiliates may accept deposits from, lend money to, act as the financial advisor or in
any other advisory capacity for and generally engage in any kind of business with the
Borrower, CSC or any Borrower Subsidiary or other Affiliate thereof as if such Person were
not the Administrative Agent hereunder and without any duty to account therefor to the
Lenders..




     13.1.10 Successor Administrative Agent. The Administrative Agent may at any
time give notice of its resignation to the Lenders, the L/C Issuer and the Borrower. Upon
receipt of any such notice of resignation, the Required Lenders shall have the right, in
consultation with and, if such appointment is prior to the occurrence and continuation of an
Event of Default, with the prior approval of, the Borrower, such approval not to be
unreasonably withheld or delayed, to appoint a successor, which shall be a bank with an
office in the United States, or an Affiliate of any such bank with an office in the United
States. If no such successor shall have been so appointed by the Required Lenders and shall
have accepted such appointment within 30 days after the retiring Administrative Agent gives
notice of its resignation, then the retiring Administrative Agent may, at the direction and
with the consent of the Borrower, on behalf of the Lenders and the L/C Issuer, appoint a
successor Administrative Agent meeting the qualifications set forth above; provided
that if the Administrative Agent shall notify the Borrower and the Lenders that no
qualifying Person has accepted such appointment, then such resignation shall nonetheless
become effective in accordance with such notice and (1) the retiring Administrative Agent
shall be discharged from its duties and obligations hereunder and under the other Loan
Documents (except that in the case of any collateral security held by the Administrative
Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the
retiring Administrative Agent shall continue to hold such collateral security until such
time as a successor Administrative Agent is appointed) and (2) all payments, communications
and determinations provided to be made by, to or through the Administrative Agent shall
instead be made by or to each Lender and the L/C Issuer directly, until such time as the
Required Lenders appoint a successor Administrative Agent as provided for above in this
Section. Upon the acceptance of a successor’s appointment as Administrative Agent
hereunder, such successor shall succeed to and become vested with all of the rights, powers,
privileges and duties of the retiring (or retired) Administrative Agent, and the retiring
Administrative Agent shall be discharged from all of its duties and obligations hereunder or
under the other Loan Documents (if not already discharged therefrom as provided above in
this Section). The fees payable by the Borrower to a successor Administrative Agent shall
be the same as those payable to its predecessor unless otherwise agreed between the Borrower
and such successor. After the retiring Administrative Agent’s resignation hereunder and
under the other Loan Documents, the provisions of this Section and Section 15.9 shall
continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and
their respective Related Parties in respect of any actions taken or omitted to be taken by
any of them while the retiring Administrative Agent was acting as Administrative Agent.



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     Any resignation by Bank of America as Administrative Agent pursuant to this Section
shall also constitute its resignation as L/C Issuer. Upon the acceptance of a successor’s
appointment as Administrative Agent hereunder, (a) such successor shall succeed to and
become vested with all of the rights, powers, privileges and duties of the retiring L/C
Issuer, (b) the retiring L/C Issuer shall be discharged from all of their respective duties
and obligations hereunder or under the other Loan Documents, and (c) the successor L/C
Issuer shall issue letters of credit in substitution for the Letters of Credit, if any,
outstanding at the time of such succession or make other arrangements satisfactory to the
retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with
respect to such Letters of Credit.




     13.1.11 Administrative Agent May File Proofs of Claim. In case of the pendency
of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to
any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan
or L/C Obligation shall then be due and payable as herein expressed or by declaration or
otherwise and irrespective of whether the Administrative Agent shall have made any demand on
the Borrower) shall be entitled and empowered, by intervention in such proceeding or
otherwise




     (a) to file and prove a claim for the whole amount of the principal and
interest owing and unpaid in respect of the Loan, L/C Obligations and all other
Obligations that are owing and unpaid and to file such other documents as may be
necessary or advisable in order to have the claims of the Lenders, the L/C Issuer
and the Administrative Agent (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Lenders, the L/C Issuer and the
Administrative Agent and their respective agents and counsel and all other amounts
due the Lenders, the L/C Issuer and the Administrative Agent under Sections 2.4,
2.7.9, 2.7.10 and 15.9) allowed in such judicial proceeding; and




     (b) to collect and receive any monies or other property payable or deliverable
on any such claims and to distribute the same.




and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar
official in any such judicial proceeding is hereby authorized by each Lender and the L/C
Issuer to make such payments to the Administrative Agent and, in the event that the
Administrative Agent shall consent to the making of such payments directly to the Lenders and
the L/C Issuer, to pay to the Administrative Agent any amount due for the reasonable
compensation, expenses, disbursements and advances of the Administrative Agent and its agents
and counsel, and any other amounts due the Administrative Agent under Sections 2.4 and 15.9.




     Nothing contained herein shall be deemed to authorize the Administrative Agent to
authorize or consent to or accept or adopt on behalf of any Lender or the L/C Issuer any plan
of reorganization, arrangement, adjustment or composition affecting the Obligations or the
rights of any Lender or the L/C Issuer to authorize the Administrative Agent to vote in
respect of the claim of any Lender or the L/C Issuer in any such proceeding.



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     13.1.12 Collateral and Guaranty Matters. The Lenders and the L/C Issuer
irrevocably authorize the Administrative Agent, at its option and in its discretion,




     (a) to release or assign any Lien on any property granted to or held by the
Administrative Agent under any Loan Document (i) upon termination of the Commitments
and payment in full of all Obligations (other than contingent indemnification
obligations) and the expiration or termination of all Letters of Credit (other than
Letters of Credit as to which other arrangements satisfactory to the Administrative
Agent and the L/C Issuer shall have been made), (ii) that is (1) sold or to be sold
as part of or in connection with any sale permitted hereunder or under any other
Loan Document or (2) refinanced or to be refinanced as permitted hereunder or under
any other Loan Document, or (iii) subject to Section 13.4.1, if approved, authorized
or ratified in writing by the Required Lenders;




     (b) to subordinate any Lien on any property granted to or held by the
Administrative Agent under any Loan Document to the holder of any Lien on such
property that is permitted by Section 8.4.6; and




     (c) to release any Guarantor from its obligations under the Guaranty if such
Person ceases to be a Subsidiary or an owner of a Borrowing Base Property as a
result of a transaction permitted hereunder.



     Upon request by the Administrative Agent at any time, the Required Lenders will promptly
confirm in writing the Administrative Agent’s authority to release or subordinate its interest in
particular types or items of property, or to release any Guarantor from its obligations under the
Guaranty pursuant to this Section 13.1.12.



     13.2 Respecting Loans and Payments.




     13.2.1 Adjustments. If, after the Administrative Agent has paid each Lender’s
proportionate share of any payment received or applied by the Administrative Agent in
respect of the Loan and other Obligations, that payment is rescinded or must otherwise be
returned or paid over by the Administrative Agent, whether pursuant to any Debtor Relief
Law, sharing of payments clause of any loan agreement or otherwise, such Lender shall, at
the Administrative Agent’s request, promptly return its proportionate share of such payment
or application to the Administrative Agent, together with such Lender’s proportionate share
of any interest or other amount required to be paid by the Administrative Agent with respect
to such payment or application.




     13.2.2 Setoff. If any Lender (including the Administrative Agent), acting in
its individual capacity, shall exercise any right of setoff against a deposit balance or
other account of the Borrower held by such Lender on account of the obligations of the
Borrower under this Loan Agreement, such Lender shall remit to the Administrative Agent all
such sums received pursuant to the exercise of such right of setoff, and the



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Administrative Agent shall apply all such sums for the benefit of all of the Lenders
hereunder in accordance with the terms of this Loan Agreement.




     13.2.3 Distribution by the Administrative Agent. If in the opinion of the
Administrative Agent distribution of any amount received by it in such capacity hereunder or
under any of the other Loan Documents might involve any liability, it may refrain from
making distribution until its right to make distribution shall have been adjudicated by a
court of competent jurisdiction or has been resolved by the mutual consent of all Lenders.
In addition, the Administrative Agent may request full and complete indemnity, in form and
substance satisfactory to it, prior to making any such distribution. If a court of
competent jurisdiction shall adjudge that any amount received and distributed by the
Administrative Agent is to be repaid, each Person to whom any such distribution shall have
been made shall either repay to the Administrative Agent its proportionate share of the
amount so adjudged to be repaid or shall pay over to the same in such manner and to such
Persons as shall be determined by such court.




     13.2.4 Defaulting Lender. If any Lender requests compensation under Sections
2.6.1 or 2.6.2, or if the Borrower is required to pay any additional amount to any Lender or
any Governmental Authority for the account of any Lender pursuant to Section 2.8, or if any
Lender is a Defaulting Lender, then in addition to, and not in limitation of, the rights and
remedies that may be available to the Borrower at law or in equity, the Borrower may, at its
sole expense and effort, upon notice to such Lender and the Administrative Agent, require
such Lender to assign and delegate, without recourse (in accordance with and subject to the
restrictions contained in, and consents required by, Section 13.3), all of its interests,
rights and obligations under this Agreement and the related Loan Documents to an assignee
that shall assume such obligations (which assignee may be another Lender, if a Lender accepts
such assignment), provided that:




     (a) the Administrative Agent shall be paid the assignment fee specified in Section
13.3.2(d);




     (b) such Lender shall have received payment of an amount equal to the outstanding
principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other
amounts payable to it hereunder and under the other Loan Documents (including any amounts
under Section 2.3.15) from the assignee (to the extent of such outstanding principal and
accrued interest and fees) or the Borrower (in the case of all other amounts);




     (c) in the case of any such assignment resulting from a claim for compensation under
Sections 2.6.1 or 2.6.2 or payments required to be made pursuant to Section 2.8, such
assignment will result in a reduction in such compensation or payments thereafter; and




     (d) such assignment does not conflict with applicable Laws.



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A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a
result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require
such assignment and delegation cease to apply.





     13.2.5 Holders. The Administrative Agent may deem and treat the Lender
designated in the Register as the proportionate owner of such interest in the Obligations
for all purposes hereof unless and until a written notice of the assignment, transfer or
endorsement thereof, as the case may be, shall have been filed with the Administrative
Agent. Any request, authority or consent of any Person or entity who, at the time of making
such request or giving such authority or consent, is the holder of any designated interest
in the Obligations shall be conclusive and binding on any subsequent holder, transferee or
endorsee, as the case may be, of such interest in the Obligations.



     13.3 Assignments by Lenders.




     13.3.1 Successors and Assigns Generally. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns permitted hereby, except that neither the Borrower nor any other Loan
Party may assign or otherwise transfer any of its rights or obligations hereunder without
the prior written consent of the Administrative Agent and each Lender and no Lender may
assign or otherwise transfer any of its rights or obligations hereunder except (i) to an
assignee in accordance with the provisions of subsection 13.3.2 of this Section, (ii) by way
of participation in accordance with the provisions of subsection 13.3.4 of this Section, or
(iii) by way of pledge or assignment of a security interest subject to the restrictions of
subsection 13.3.6 of this Section (and any other attempted assignment or transfer by any
party hereto shall be null and void). Nothing in this Agreement, expressed or implied,
shall be construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby, Participants to the extent provided in
subsection 13.3.6 of this Section and, to the extent expressly contemplated hereby, the
Related Parties of each of the Administrative Agent, the L/C Issuer and the Lenders) any
legal or equitable right, remedy or claim under or by reason of this Agreement.




     13.3.2 Assignments by Lenders. Any Lender may at any time assign to one or
more assignees all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans (including for purposes of this
subsection 13.3.2, participations in L/C Obligations) at the time owing to it);
provided that any such assignment shall be subject to the following conditions:




     (a) Minimum Amounts.




     (i) in the case of an assignment of the entire remaining amount of the
assigning Lender’s Commitment and the Loans at the time owing to it or in
the case of an assignment to a Lender, an Affiliate of a Lender or an
Approved Fund, no minimum amount need be assigned; and




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     (ii) in any case not described in subsection 13.3.2(a)(i) of this
Section, the aggregate amount of the Commitment (which for this purpose
includes Loans outstanding thereunder) or, if the Commitment is not then in
effect, the principal outstanding balance of the Loans of the assigning
Lender subject to each such assignment, determined as of the date the
Assignment and Assumption with respect to such assignment is delivered to
the Administrative Agent or, if “Trade Date” is specified in the Assignment
and Assumption, as of the Trade Date, shall not be less than $5,000,000
unless each of the Administrative Agent and, so long as no Event of Default
has occurred and is continuing, the Borrower otherwise consents (each such
consent not to be unreasonably withheld or delayed); provided,
however, that concurrent assignments to members of an
Assignee Group and concurrent assignments from members of an Assignee
Group to a single Eligible Assignee (or to an Eligible Assignee and members
of its Assignee Group) will be treated as a single assignment for purposes
of determining whether such minimum amount has been met.




     (b) Proportionate Amounts. Each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Lender’s rights and
obligations under this Agreement with respect to the Loans or the Commitment
assigned.




     (c) Required Consents. No consent shall be required for any assignment
except to the extent required by subsection 13.3.2(a)(ii) of this Section and, in
addition:




     (i) the consent of the Borrower (such consent not to be unreasonably
withheld or delayed) shall be required unless (1) an Event of Default has
occurred and is continuing at the time of such assignment or (2) such
assignment is to a Lender (other than a Defaulting Lender or Impacted
Lender), an Affiliate of a Lender (other than a Defaulting Lender or
Impacted Lender) or an Approved Fund;




     (ii) the consent of the Administrative Agent (such consent not to be
unreasonably withheld or delayed) shall be required if such assignment is to
a Person that is not a Lender, an Affiliate of such Lender or an Approved
Fund with respect to such Lender; and




     (iii) the consent of the L/C Issuer (such consent not to be
unreasonably withheld or delayed) shall be required for any assignment that
increases the obligation of the assignee to participate in exposure under
one or more Letters of Credit (whether or not then outstanding).




     (d) Assignment and Assumption. The parties to each assignment shall
execute and deliver to the Administrative Agent an Assignment and Assumption,
together with a processing and recordation fee in the amount of $3,500;
provided,



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however, that the Administrative Agent may, in its sole
discretion, elect to waive such processing and recordation fee in the case of any
assignment. The assignee, if it is not a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire.




     (e) No Assignment to Borrower. No such assignment shall be made to
CSC, the Borrower or any of the Borrower’s Affiliates or Subsidiaries.




     (f) No Assignment to Natural Persons. No such assignment shall be made
to a natural Person.




     (g) No Assignment to Defaulting Lenders. No such assignment shall be
made to a Defaulting Lender.




Subject to acceptance and recording thereof by the Administrative Agent pursuant to
subsection 13.2.3 of this Section, from and after the effective date specified in each
Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and,
to the extent of the interest assigned by such Assignment and Assumption, have the rights
and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall,
to the extent of the interest assigned by such Assignment and Assumption, be released from
its obligations under this Agreement (and, in the case of an Assignment and Assumption
covering all of the assigning Lender’s rights and obligations under this Agreement, such
Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits
of Sections 2.8, 2.6.1, 2.6.2, 2.3.15, and 15.9 with respect to facts and circumstances
occurring prior to the effective date of such assignment. Upon request, the Borrower (at
its expense) shall execute and deliver a Note to the assignee Lender; provided that such new
Note shall be dated the effective date of such Assignment and Acceptance and shall be
otherwise in the form of Exhibit B. To the extent a Lender has assigned all of its
Commitment and Loans, it covenants to return any outstanding Note to the Borrower or to
provide a lost note indemnity in lieu thereof. Any assignment or transfer by a Lender of
rights or obligations under this Agreement that does not comply with this subsection shall
be treated for purposes of this Agreement as a sale by such Lender of a participation in
such rights and obligations in accordance with subsection (d) of this Section.




     13.3.3 Register. The Administrative Agent, acting solely for this purpose as
an agent of the Borrower, shall maintain at the Administrative Agent’s Office a copy of each
Assignment and Assumption delivered to it and a register for the recordation of the names
and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans and
L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the
“Register”). The entries in the Register shall be conclusive, in the absence of
manifest error, and the Borrower, the Administrative Agent and the Lenders may treat each
Person whose name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The
Register shall be available for inspection by the Borrower and any Lender, at any reasonable
time and from time to time upon reasonable prior notice.



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     13.3.4 Participations. Any Lender may at any time, without the consent of, or
notice to, the Borrower or the Administrative Agent, sell participations to any Person
(other than a natural Person or CSC or the Borrower or any of the Borrower’s or CSC’s
Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such
Lender’s rights and/or obligations under this Agreement (including all or a portion of its
Commitment and/or the Loans (including such Lender’s participations in L/C Obligations)
owing to it); provided that (i) such Lender’s obligations under this Agreement shall
remain unchanged, (ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (iii) the Borrower, the Administrative
Agent, the Lenders and the L/C Issuer shall continue to deal solely and
directly with such Lender in connection with such Lender’s rights and obligations under this
Agreement.




     Any agreement or instrument pursuant to which a Lender sells such a participation shall
provide that such Lender shall retain the sole right to enforce this Agreement and to
approve any amendment, modification or waiver of any provision of this Agreement;
provided that such agreement or instrument may provide that such Lender will not,
without the consent of the Participant, agree to any amendment, waiver or other modification
described in the first proviso to 13.4.1 that affects such Participant. Subject to
subsection 13.3.5 of this Section, the Borrower agrees that each Participant shall be
entitled to the benefits of Sections 2.8, 2.6.1, 2.6.2 and 2.3.15 to the same extent as if
it were a Lender and had acquired its interest by assignment pursuant to subsection 13.3.2
of this Section. To the extent permitted by Law, each Participant also shall be entitled to
the benefits of Section 12.2 as though it were a Lender, provided such Participant
agrees to be subject to Section 12.2 as though it were a Lender.




     13.3.5 Limitations upon Participant Rights. A Participant shall not be
entitled to receive any greater payment under Section 2.8, 2.3.15, 2.6.1 or 2.6.2 than the
applicable Lender would have been entitled to receive with respect to the participation sold
to such Participant, unless the sale of the participation to such Participant is made with
the Borrower’s prior written consent, provided in no instance shall the Borrower’s
Obligations be increased as a result thereof. A Participant that would be a Foreign Lender
if it were a Lender shall not be entitled to the benefits of Section 2.8 unless the Borrower
is notified of the participation sold to such Participant and such Participant complies with
Section 2.8.5 as though it were a Lender.




     13.3.6 Certain Pledges. Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement (including under its Note,
if any) to secure obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank; provided that no such pledge or assignment or
foreclosure with respect to any such pledge or assignment shall release such Lender from any
of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a
party hereto.



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     13.3.7 Resignation as L/C Issuer after Assignment. Notwithstanding anything to
the contrary contained herein, if at any time Bank of America assigns all of its Commitment
and Loans pursuant to subsection 13.3.2 above, Bank of America may, upon 30 days notice to
the Borrower and the Lenders, resign as L/C Issuer. In the event of any such resignation as
L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C
Issuer hereunder; provided, however, that no failure by the Borrower to
appoint any such successor shall affect the resignation of Bank of America as L/C Issuer.
If Bank of America resigns as L/C Issuer, it shall retain all the rights, powers, privileges
and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as
of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect
thereto (including the right to require the Lenders to make Base Rate Advances or fund risk
participations in Unreimbursed Amounts pursuant
to Section 2.7.4). Upon the appointment of a successor L/C Issuer, (a) such successor
shall succeed to and become vested with all of the rights, powers, privileges and duties of
the retiring L/C Issuer, and (b) the successor L/C Issuer shall issue letters of credit in
substitution for the Letters of Credit, if any, outstanding at the time of such succession
or make other arrangements satisfactory to Bank of America to effectively assume the
obligations of Bank of America with respect to such Letters of Credit.




13.4 Administrative Matters.




     13.4.1 Amendment, Waiver, Consent, Etc. Except as otherwise provided herein or
as to any term or provision hereof which specifically provides for the consent or approval
of the Administrative Agent, the Required Lenders and/or the Lenders, as applicable, no term
or provision of this Loan Agreement or any other Loan Document may be changed, waived,
discharged or terminated, nor may any consent required or permitted by this Loan Agreement
or any other Loan Document be given, unless such change, waiver, discharge, termination or
consent receives the written approval of the Required Lenders; provided
that, no such waiver and no such amendment, waiver, supplement, modification or
release shall:




     (a) postpone any date fixed by this Agreement or any other Loan Document for
any payment or mandatory prepayment of principal, interest, fees or other amounts
due to the Lenders (or any of them) hereunder or under any other Loan Document
without the written consent of each Lender directly affected thereby,




     (b) release or discharge any material portion of the Collateral other than in
accordance with the express provisions of the Loan Documents except to the extent
the release of such Collateral is permitted by this Agreement (in which case such
release may be made by the Administrative Agent acting alone) without the written
consent of each Lender,




     (c) amend, modify or waive any provision of this Section 13.4 without the
written consent of each Lender,



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     (d) reduce the principal of, or the rate of interest specified herein on, any
Loan or L/C Borrowing, or (subject to clause (iii) of the second proviso at the end
of this Section 13.4.1) any fees or other amounts payable hereunder or under any
other Loan Document without the written consent of each Lender directly affected
thereby; provided, however, that only the consent of the Required
Lenders shall be necessary to amend the definition of “Default Rate” or to waive any
obligation of the Borrower to pay interest or Letter of Credit Fees at the Default
Rate,




     (e) change the definition of “Required Lenders” or any other provision hereof
specifying the number or percentage of Lenders required to amend, waive
or otherwise modify any rights hereunder or make any determination or grant any
consent hereunder without the written consent of each Lender,




     (f) extend or increase the Commitment of any Lender (or reinstate any
Commitment terminated pursuant to Section 11) without the written consent of such
Lender,




     (g) release or waive any guaranty of the Obligations or indemnifications
provided in the Loan Documents except to the extent the release of the Guarantor is
permitted by this Agreement (in which case such release may be made by the
Administrative Agent acting alone) without the written consent of each Lender; or




     (h) change Section 11.2 or Section 12.2 in a manner that would alter the pro
rata sharing of payments required thereby without the written consent of each
Lender;




and, provided further, that (i) no amendment, waiver or consent shall,
unless in writing and signed by the L/C Issuer in addition to the Lenders required above,
affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document
relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or
consent shall, unless in writing and signed by the Administrative Agent in addition to the
Lenders required above, affect the rights or duties of the Administrative Agent under this
Agreement or any other Loan Document; and (iii) the Fee Letter may be amended, or rights or
privileges thereunder waived, in a writing executed only by the parties thereto.
Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right
to approve or disapprove any amendment, waiver or consent hereunder, except that the
Commitment of such Lender may not be increased or extended without the consent of such
Lender.




     13.4.2 Deemed Consent or Approval. With respect to any requested amendment,
waiver, consent or other action which requires the approval of the Required Lenders or all
of the Lenders, as the case may be, in accordance with the terms of this Loan Agreement, or
if the Administrative Agent is required hereunder to seek, or desires to seek, the approval
of the Required Lenders or all of the Lenders, as the case may be, prior



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to undertaking a
particular action or course of conduct, the Administrative Agent in each such case shall
provide each Lender with written notice of any such request for amendment, waiver or consent
or any other requested or proposed action or course of conduct, accompanied by such detailed
background information and explanations as may be reasonably necessary to determine whether
to approve or disapprove such amendment, waiver, consent or other action or course of
conduct. The Administrative Agent may (but shall not be required to) include in any such
notice, printed in capital letters or boldface type, a legend substantially to the following
effect:




     “THIS COMMUNICATION REQUIRES IMMEDIATE RESPONSE. FAILURE TO RESPOND WITHIN TEN (10)
CALENDAR DAYS FROM THE RECEIPT OF
THIS COMMUNICATION SHALL CONSTITUTE A DEEMED APPROVAL BY THE ADDRESSEE OF THE ACTION
REQUESTED BY THE BORROWER OR THE COURSE OF CONDUCT PROPOSED BY THE ADMINISTRATIVE AGENT AND
RECITED ABOVE,”




and if (and only if) the foregoing legend is included by the Administrative Agent in its
communication, a Lender shall be deemed to have approved or consented to such action or
course of conduct for all purposes hereunder if such Lender fails to object to such action
or course of conduct by written notice to the Administrative Agent within ten (10) calendar
days of such Lender’s receipt of such notice.


14. CASUALTY AND TAKING.




     14.1 Casualty or Taking; Obligation To Repair. In the event of the occurrence of an
Event of Loss as to any Collateral Property, the Borrower shall give immediate written notice
thereof to the Administrative Agent and proceed with reasonable diligence, in full compliance with
all Laws and the other requirements of the Loan Documents, to repair, restore, rebuild or replace
the affected Collateral Property to its condition immediately prior to such Event of Loss (each,
the “Repair Work”).



     14.2 Adjustment of Claims. All insurance claims or condemnation or similar awards
shall be adjusted or settled by the Borrower, at the Borrower’s sole cost and expense, but subject
to the Administrative Agent’s prior written approval for any Borrowing Base Property, which
approval shall not be unreasonably withheld; provided that (i) the Administrative Agent
shall have the right to participate in any adjustment or settlement for any Borrowing Base Property
with respect to which the Net Proceeds in the aggregate are equal to or greater than Five Hundred
Thousand Dollars ($500,000) and (ii) if any Event of Default exists under any of the Loan
Documents, the Administrative Agent shall have the right to adjust, settle, and compromise such
claims without the approval of the Borrower.



     14.3 Payment and Application of Insurance Proceeds and Condemnation Awards.




     14.3.1 Insurance Proceeds. Except as otherwise provided for herein, all Net
Proceeds shall be paid to the Administrative Agent and, at the Administrative Agent’s



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option, be applied to the Obligations or released, in whole or in part, to pay for the
actual cost of repair, restoration, rebuilding or replacement to its condition immediately
prior to such Event of Loss (collectively, “Cost To Repair”). If any Net Proceeds
are received directly by any Loan Party, such Loan Party shall hold such Net Proceeds in
trust for the Administrative Agent and shall promptly deliver such Net Proceeds in kind to
the Administrative Agent. Notwithstanding any other term or provision of this Agreement,
provided no Default or Event of Default is then in existence, all Net Proceeds related to
any Collateral Property which is not a Borrowing Base Property shall be released to the
Borrower to such repair and reconstruction, without the Borrower having to satisfy the
conditions of Section 14.3 and 14.4 hereof.




     14.3.2 Release of Funds. Notwithstanding the terms and provisions hereof, with
respect to any Borrowing Base Property, if the Net Proceeds do not exceed Five Hundred
Thousand Dollars ($500,000) and the Insurance/Taking Release Conditions have been satisfied
in a manner reasonably acceptable to the Administrative Agent, the Administrative Agent
shall release the Net Proceeds to pay for the actual Cost to Repair and the applicable Loan
Party shall commence and diligently prosecute to completion, the Repair Work relative to the
subject Collateral Property, with any excess being retained by the applicable Loan Party.




     14.3.3 Conditions. Notwithstanding the terms and provisions hereof, with
respect to any Borrowing Base Property, if either (i) the Net Proceeds are equal to or
greater than Five Hundred Thousand Dollars ($500,000) or (ii) the Net Proceeds do not exceed
Five Hundred Thousand Dollars ($500,000), but the Insurance/Taking Release Conditions have
not been satisfied with respect to such Event of Loss, the Administrative Agent shall
release so much of the Net Proceeds as may be required to pay for the actual Cost To Repair
in accordance the limitations and procedures set forth in Section 14.4, if the following
conditions are satisfied in a manner reasonably acceptable to the Administrative Agent:




     (a) no Default or Event of Default shall have occurred and be continuing under
the Loan Documents;




     (b) in the Administrative Agent’s good faith judgment such Net Proceeds
together with any additional funds as may be deposited with and pledged to the
Administrative Agent, on behalf of the Lenders, are sufficient to pay for the Cost
To Repair. In order to make this determination, the Administrative Agent shall be
furnished by the Borrower with an estimate of the Cost to Repair accompanied by an
independent architect’s or engineer’s certification as to such Cost to Repair and
appropriate plans and specifications for the Repair Work;




     (c) the subject Event of Loss was not a Major Event of Loss;




     (d) the Administrative Agent in the exercise of its reasonable discretion,
shall have determined that all rents from Leases of the subject



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Collateral Property
which are to abate pursuant to their terms are to be payable to the Borrowing Base
Property Owner, subject to deductibles, if any, permitted pursuant to the insurance
policies to be maintained pursuant to this Agreement, from Rent Loss Proceeds;




     (e) in the Administrative Agent’s good faith judgment, the Repair Work can
reasonably be completed on or before the time required under applicable Laws; and




     (f) if the Borrowing Base Property was a Stabilized Asset immediately prior to
the Event of Loss, the Borrowing Base Property remains a Stabilized Asset.



     14.4 Conditions To Release of Insurance Proceeds. If the Administrative Agent elects
or is required to release insurance proceeds, the Administrative Agent may impose reasonable
conditions on such release which shall include, but not be limited to, the following:




     (a) Prior written approval by the Administrative Agent, which approval shall not be
unreasonably withheld or delayed of plans, specifications, cost estimates, contracts and
bonds for the Repair Work;




     (b) Waivers of lien, architect’s and/or engineer’s certificates, and other evidence of
costs, payments and completion as the Administrative Agent may reasonably require;




     (c) The funds shall be released upon final completion of the Repair Work, unless the
Borrower requests earlier funding, in which event partial monthly disbursements equal to 90%
of the costs of the work completed prior to the certification by the applicable Lender’s
Consultant and if there is no Lender’s Consultant, an independent architect or engineer
retained by the Borrower, that the Repair Work is completed, and then upon final completion
of the Repair Work as certified by such Lender’s Consultant or independent architect or
engineer, and the receipt by the Administrative Agent of satisfactory evidence of payment
and release of all liens, the balance of the funds shall be released;




     (d) Determination by the Administrative Agent that the undisbursed balance of such Net
Proceeds on deposit with the Administrative Agent, together with additional funds deposited
for the purpose, shall be at least sufficient to pay for the remaining Cost To Repair, free
and clear of all liens and claims for lien;




     (e) All work to comply with the Laws applicable to the construction of the
Improvements; and




     (f) The absence of any Default under any Loan Documents.



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     14.5 Consultants. The Administrative Agent shall have the right to hire, at the cost
and expense of the Borrower, a Lender’s Consultant to assist the Administrative Agent in the
determination of the satisfaction of the conditions provided for herein for the release of the Net
Proceeds, to pay the Costs to Repair and to periodically inspect the status of the construction of
any Repair Work.



     14.6 Final Payments. In the event that the Administrative Agent makes any Net
Proceeds available to any Loan Party for the payment of Costs to Repair as provided for herein,
upon the completion of the Repair Work as certified by the applicable Lender’s Consultant and if
there is no Lender’s Consultant, an independent architect or engineer retained by the Borrower,
and receipt by the Administrative Agent of satisfactory evidence of payment and release of all
liens, any excess Net Proceeds still held by the Administrative Agent shall be remitted by the
Administrative Agent to the Borrower provided that no Event of Default shall have occurred and be
continuing;



     14.7 Lease Provisions. The terms and provisions of this Article 14 shall be subject
to the terms and provisions of any Lease as to which the Administrative Agent has agreed otherwise
with respect to the use and disbursement of Net Proceeds in any subordination and non-disturbance
agreement entered into between the tenant under such Lease and the Administrative Agent and shall
also be subject to the terms and provisions of any condominium documents as to which a Collateral
Property is subject.



     14.8 No Default. The Administrative Agent acknowledges that provided that no Event of
Default has occurred and is continuing, all Rent Loss Proceeds shall be payable to the Borrower or
the applicable Loan Party.


15. GENERAL PROVISIONS.





15.1 Notices. (a) Notices Generally. Except in the case of notices and
other communications expressly permitted to be given by telephone (and except as provided in
subsection (b) below), all notices and other communications provided for herein shall be in
writing and shall be delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopier as follows, and all notices and other communications
expressly permitted hereunder to be given by telephone shall be made to the applicable
telephone number, as follows:




     (i) if to the Borrower, the Administrative Agent or the L/C Issuer, to the
address, telecopier number, electronic mail address or telephone number specified
for such Person on Schedule 10.02; and




     (ii) if to any other Lender, to the address, telecopier number, electronic mail
address or telephone number specified in its Administrative Questionnaire.




Notices and other communications sent by hand or overnight courier service, or mailed by
certified or registered mail, shall be deemed to have been given when received;



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notices and
other communications sent by telecopier shall be deemed to have been given when sent (except
that, if not given during normal business hours for the recipient, shall be deemed to have
been given at the opening of business on the next business day for the recipient). Notices
and other communications delivered through electronic communications to the extent provided
in subsection (b) below, shall be effective as provided in such subsection (b).




     (b) Electronic Communications. Notices and other communications to a Lender or
the L/C Issuer hereunder may be delivered or furnished by electronic communication
(including e-mail and Internet or intranet websites) pursuant to
procedures approved by the Administrative Agent, provided that the foregoing
shall not apply to notices to any Lender or the L/C Issuer pursuant to Section 2 if such
Lender or the L/C Issuer, as applicable, has notified the Administrative Agent that it is
incapable of receiving notices under such Article by electronic communication. The
Administrative Agent or the Borrower may, in its discretion, agree to accept notices and
other communications to it hereunder by electronic communications pursuant to procedures
approved by it, provided that approval of such procedures may be limited to
particular notices or communications.




     Unless the Administrative Agent otherwise prescribes, (i) notices and other
communications sent to an e-mail address shall be deemed received upon the sender’s receipt
of an acknowledgement from the intended recipient (such as by the “return receipt requested”
function, as available, return e-mail or other written acknowledgement), provided
that if such notice or other communication is not sent during the normal business hours of
the recipient, such notice or communication shall be deemed to have been sent at the opening
of business on the next business day for the recipient, and (ii) notices or communications
posted to an Internet or intranet website shall be deemed received upon the deemed receipt
by the intended recipient at its e-mail address as described in the foregoing clause (i) of
notification that such notice or communication is available and identifying the website
address therefor.




     (c) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE
AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER
MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR
OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR
STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS
MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no
event shall the Administrative Agent or any of its Related Parties (collectively, the
“Agent Parties”) have any liability to the Borrower, any Lender, the L/C Issuer or
any other Person for losses, claims, damages, liabilities or expenses of any kind (whether
in tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s
transmission of Borrower Materials



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through the Internet, except to the extent that such
losses, claims, damages, liabilities or expenses are determined by a court of competent
jurisdiction by a final and nonappealable judgment to have resulted from the gross
negligence or willful misconduct of such Agent Party; provided, however,
that in no event shall any Agent Party have any liability to the Borrower, any Lender, the
L/C Issuer or any other Person for indirect, special, incidental, consequential or punitive
damages (as opposed to direct or actual damages).




     (d) Change of Address, Etc. Each of the Borrower, the Administrative Agent and
the L/C Issuer may change its address, telecopier or telephone number for notices and
other communications hereunder by notice to the other parties hereto. Each other Lender
may change its address, telecopier or telephone number for notices and other communications
hereunder by notice to the Borrower, the Administrative Agent and the L/C Issuer. In
addition, each Lender agrees to notify the Administrative Agent from time to time to ensure
that the Administrative Agent has on record (i) an effective address, contact name, telephone
number, telecopier number and electronic mail address to which notices and other
communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore,
each Public Lender agrees to cause at least one individual at or on behalf of such Public
Lender to at all times have selected the “Private Side Information” or similar designation on
the content declaration screen of the Platform in order to enable such Public Lender or its
delegate, in accordance with such Public Lender’s compliance procedures and applicable Law,
including United States Federal and state securities Laws, to make reference to Borrower
Materials that are not made available through the “Public Side Information” portion of the
Platform and that may contain material non-public information with respect to the Borrower or
its securities for purposes of United States Federal or state securities Laws.




     (e) Reliance by Administrative Agent, L/C Issuer and Lenders. The
Administrative Agent, the L/C Issuer and the Lenders shall be entitled to rely and act upon
any notices (including telephonic Loan Notices) purportedly given by or on behalf of the
Borrower even if (i) such notices were not made in a manner specified herein, were incomplete
or were not preceded or followed by any other form of notice specified herein, or (ii) the
terms thereof, as understood by the recipient, varied from any confirmation thereof. The
Borrower shall indemnify the Administrative Agent, the L/C Issuer, each Lender and the
Related Parties of each of them from all losses, costs, expenses and liabilities resulting
from the reliance by such Person on each notice purportedly given by or on behalf of the
Borrower. All telephonic notices to and other telephonic communications with the
Administrative Agent may be recorded by the Administrative Agent, and each of the parties
hereto hereby consents to such recording.



     15.2 Interest Rate Limitation. Notwithstanding anything to the contrary contained in
any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed
the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”).
If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the
Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds
such unpaid principal, refunded to the Borrower. In determining whether the



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interest contracted
for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such
Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not
principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments
and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts
the total amount of interest throughout the contemplated term of the Obligations hereunder.




     15.3 [Reserved].



     15.4 [Reserved].



     15.5 Parties Bound. The provisions of this Agreement and of each of the other Loan
Documents shall be binding upon and inure to the benefit of the Borrower and the Administrative
Agent and each of the Lenders and their respective successors and assigns, except as otherwise
prohibited by this Agreement or any of the other Loan Documents.



     This Agreement is a contract by and among the Borrower, the Administrative Agent and each of
the Lenders for their mutual benefit, and no third Person shall have any right, claim or interest
against either Administrative Agent, any of the Lenders or the Borrower by virtue of any provision
hereof.



     15.6 Governing Law; Consent to Jurisdiction; Mutual Waiver of Jury Trial.




     15.6.1 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK;




     Provided that, notwithstanding the foregoing choice of law:




     (a) The Mortgages and Assignments of Leases and Rents and the procedures governing the
enforcement by Administrative Agent of its foreclosure and other remedies under the Security
Documents and under the other Loan Documents with respect to each Collateral Property shall
be governed by the laws of the State in which such Collateral Property is located;




     (b) Administrative Agent shall comply with applicable law of the applicable State to the
extent required by the law of such jurisdiction in connection with the foreclosure of the
security interests and liens created under the Security Documents and the other Loan
Documents with respect to each Collateral Property or other assets; and




     (c) The Environmental Indemnity Agreements with respect to each Collateral Property
shall be governed by Federal law and the laws of the State in which such Collateral Property
is located, and the provisions of Federal law and the law of the applicable State shall apply
in defining the terms Hazardous Materials, Environmental Legal Requirements and Legal
Requirements applicable to each Collateral Property as



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such terms are used in this Loan
Agreement, the Environmental Indemnity and the other Loan Documents.




     15.6.2 SUBMISSION TO JURISDICTION. EACH PARTY HERETO IRREVOCABLY AND
UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE
COURTS OF THE STATE OF NEW YORK LOCATED WITHIN THE FIRST DEPARTMENT OF THE NEW YORK STATE
UNIFIED COURT SYSTEM AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW
YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR
RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND
UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE
HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL
JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN
THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE
AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN
PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.




     15.6.3 WAIVER OF VENUE. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF
THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH
ACTION OR PROCEEDING IN ANY SUCH COURT.




     15.6.4 SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF
PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 15.1. NOTHING IN THIS AGREEMENT WILL
AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
APPLICABLE LAW.




     15.6.5 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY



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APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON
CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.



     15.7 Survival. All representations and warranties made hereunder and in any other
Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or
therewith shall survive the execution and delivery hereof and thereof. Such representations and
warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless
of any investigation made by the Administrative Agent or any Lender or on their behalf and
notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any
Default at the time of any Credit Extension, and shall continue in full force and effect as long as
any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of
Credit shall remain outstanding.



     15.8 Cumulative Rights. All of the rights of the Administrative Agent and the Lenders
hereunder and under each of the other Loan Documents and any other agreement now or hereafter
executed in connection herewith or therewith, shall be cumulative and may be exercised singly,
together, or in such combination as Administrative Agent may determine in its sole good faith
judgment.



     15.9 Expenses; Indemnity; Damage Waiver.




     15.9.1 Costs and Expenses. The Borrower shall pay (i) all reasonable
out-of-pocket expenses incurred by the Administrative Agent, the Syndication Agent and the
Co-Documentation Agents and their respective Affiliates (including the reasonable fees,
charges and disbursements of counsel for the Administrative Agent, the Syndication Agent and
the Co-Documentation Agents), in connection with the syndication of the credit facilities
provided for herein, the preparation, negotiation, execution, delivery and administration of
this Agreement and the other Loan Documents or any amendments, modifications or waivers of
the provisions hereof or thereof (whether or not the transactions contemplated hereby or
thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the L/C
Issuer in connection with the issuance, amendment, renewal or extension of any Letter of
Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by
the Administrative Agent, any Lender or the L/C Issuer (including the fees, charges and
disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer), in
connection with the enforcement or protection of its rights (A) in connection with this
Agreement and the



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other Loan Documents, including its rights under this Section, or (B) in
connection with the Loans made or Letters of Credit issued hereunder, including all such
out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect
of such Loans or Letters of Credit.




     15.9.2 Indemnification by the Borrower. The Borrower shall indemnify the
Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each
Related Party of any of the foregoing Persons (each such Person being called an
“Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses,
claims, damages, liabilities and related expenses (including the fees, charges and
disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted
against any Indemnitee by any third party or by the Borrower or any other Loan Party arising
out of, in connection with, or as a result of (i) the execution or delivery of this
Agreement, any other Loan Document or any agreement or instrument contemplated hereby or
thereby, the performance by the parties hereto of their respective obligations hereunder or
thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the
case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only,
the administration of this Agreement and the other Loan Documents (including in respect of
any matters addressed in Section 2.8), (ii) any Loan or Letter of Credit or the use or
proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a
demand for payment under a Letter of Credit if the documents presented in connection with
such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual
or alleged presence or release of Hazardous Materials on or from any property owned or
operated by the Borrower or any of its Subsidiaries, or any environmental liability related
in any way to CSC, the Borrower or any of its Subsidiaries, or (iv) any actual or prospective
claim, litigation, investigation or proceeding relating to any of the foregoing, whether
based on contract, tort or any other theory, whether brought by a third party or by the
Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party
thereto; provided that such indemnity shall not, as to any Indemnitee, be available
to the extent that such losses, claims, damages, liabilities or related expenses (x) are
determined by a court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result
from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach
in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if
the Borrower or such other Loan Party has obtained a final and nonappealable judgment in its
favor on such claim as determined by a court of competent jurisdiction.




     15.9.3 Reimbursement by Lenders. To the extent that the Borrower for any reason
fails to indefeasibly pay any amount required under subsection 15.6.1 or 15.6.2 of this
Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C
Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to
the Administrative Agent (or any such sub-agent), the L/C Issuer or such Related Party, as
the case may be, such Lender’s Commitment Percentage (determined as of the time that the
applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount,
provided that the unreimbursed expense or indemnified loss, claim,



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damage, liability
or related expense, as the case may be, was incurred by or asserted against the
Administrative Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or
against any Related Party of any of the foregoing acting for the Administrative Agent (or any
such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the
Lenders under this Section 15.9.3 are subject to the provisions of Section 12.2.




     15.9.4 Waiver of Consequential Damages, Etc. To the fullest extent permitted by
applicable Law, the Borrower shall not assert, and hereby waives, any claim against any
Indemnitee, and the Administrative Agent and each Lender shall not assert, and hereby
waives any claim against a Loan Party, on any theory of liability, for special,
indirect, consequential or punitive damages (as opposed to direct or actual damages) arising
out of, in connection with, or as a result of, this Agreement, any other Loan Document or any
agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby,
any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to
in Section 15.9.2 above shall be liable for any damages arising from the use by unintended
recipients of any information or other materials distributed to such unintended recipients by
such Indemnitee through telecommunications, electronic or other information transmission
systems in connection with this Agreement or the other Loan Documents or the transactions
contemplated hereby or thereby other than for direct or actual damages resulting from a claim
described in clause (x) or (y) of Section 15.9.2.




     15.9.5 Payments. All amounts due under this Section shall be payable not later
than ten Business Days after demand therefor.




     15.9.6 Survival. The agreements in this Section shall survive the resignation
of the Administrative Agent and the L/C Issuer, the replacement of any Lender, the
termination of the Total Commitments and the repayment, satisfaction or discharge of all the
other Obligations.



     15.10 Regarding Consents. Except to the extent expressly provided herein, any and all
consents to be made hereunder by the Administrative Agent, Required Lenders, or Lenders shall be in
the discretion of the Party to whom consent rights are given hereunder.



     15.11 Obligations Absolute. Except to the extent prohibited by applicable law which
cannot be waived, the Obligations of Borrower and the obligations of the Loan Parties under the
Loan Documents shall be joint and several, absolute, unconditional and irrevocable and shall be
paid strictly in accordance with the terms of the Loan Documents under all circumstances
whatsoever, including, without limitation, the existence of any claim, set off, defense or other
right which Borrower or any Loan Party may have at any time against the Administrative Agent or any
of the Lenders whether in connection with the Loan or any unrelated transaction.



     15.12 Table of Contents, Title and Headings. Any Table of Contents, the titles and
the headings of sections are not parts of this Loan Agreement or any other Loan Document and shall
not be deemed to affect the meaning or construction of any of its or their provisions.




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     15.13 Counterparts. This Agreement may be executed in counterparts (and by
different parties hereto in different counterparts), each of which shall constitute an original,
but all of which when taken together shall constitute a single contract. This Agreement and the
other Loan Documents constitute the entire contract among the parties relating to the subject
matter hereof and supersede any and all previous agreements and understandings, oral or written,
relating to the subject matter hereof. Except as provided in Section 5.1, this Agreement shall
become effective when the Administrative Agent and the Borrower shall have received counterparts
hereof that, when taken together, bear the signatures of each party hereto. Delivery of an
executed counterpart of a signature page of this Agreement by telecopy or other electronic imaging
means shall be effective as delivery of a manually executed counterpart of this Agreement.



     15.14 Satisfaction of Commitment Letter. The Loan being made pursuant to the terms
hereof and of the other Loan Documents is being made in satisfaction of Administrative Agent’s and
each of the Lenders’ obligations under the Commitment Letter. The terms, provisions and conditions
of this Agreement and the other Loan Documents supersede the provisions of the Commitment Letter.



     15.15 Time Of the Essence. Time is of the essence of each provision of this Agreement
and each other Loan Document.



     15.16 No Oral Change. This Loan Agreement and each of the other Loan Documents may
only be amended, terminated, extended or otherwise modified by a writing signed by the party
against which enforcement is sought (except no such writing shall be required for any party which,
pursuant to a specific provision of any Loan Document, is required to be bound by changes without
such party’s assent). In no event shall any oral agreements, promises, actions, inactions,
knowledge, course of conduct, course of dealings or the like be effective to amend, terminate,
extend or otherwise modify this Loan Agreement or any of the other Loan Documents.



     15.17 Monthly Statements. While the Administrative Agent may issue invoices or other
statements on a monthly or periodic basis (a “Statement”), it is expressly acknowledged and
agreed that: (i) the failure of the Administrative Agent to issue any Statement on one or more
occasions shall not affect the Borrower’s obligations to make payments under the Loan Documents as
and when due; (ii) the inaccuracy of any Statement shall not be binding upon Lenders and so the
Borrower shall always remain obligated to pay the full amount(s) required under the Loan Documents
as and when due notwithstanding any provision to the contrary contained in any Statement; (iii) all
Statements are issued for information purposes only and shall never constitute any type of offer,
acceptance, modification, or waiver of the Loan Documents or any of Lenders’ rights or remedies
thereunder; and (iv) in no event shall any Statement serve as the basis for, or a component of, any
course of dealing, course of conduct, or trade practice which would modify, alter, or otherwise
affect the express written terms of the Loan Documents.



     15.18 No Advisory or Fiduciary Responsibility. In connection with all aspects of each
transaction completed hereby, the Borrower and each other Loan Party acknowledges and agrees that:
(i) the credit facility provided for hereunder and any related arranging or other



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services in connection therewith (including in connection with any amendment, waiver or other
modification hereof or of any other Loan Document) are arm’s-length commercial transactions between
the Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the
Administrative Agent and the Arrangers, on the other hand, and the Borrower and each other Loan
Party is capable of evaluating and understanding and understands and accepts the terms, risks and
conditions of the transactions contemplated hereby and by the other Loan Documents (including any
amendment, waiver or other modification hereof or thereof); and (ii) the Administrative Agent and
the Arranger have not provided and will not provide any legal, accounting, regulatory or tax advice
with respect to any of the transactions contemplated hereby (including any amendment, waiver or
other modification hereof or of any other Loan Document) and each of the Borrower and the other
Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it
has deemed appropriate. Each of the Borrower and the other Loan Parties hereby waives and
releases, to the fullest extent permitted by Law, any claims that it may have against the
Administrative Agent and the Arranger with respect to any breach or alleged breach of agency or
fiduciary duty.




     15.19 USA PATRIOT Act. Each Lender that is subject to the Act (as hereinafter
defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies
the Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56
(signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and
record information that identifies the Borrower, which information includes the name and address of
the Borrower and other information that will allow such Lender or the Administrative Agent, as
applicable, to identify the Borrower in accordance with the Act. The Borrower shall, promptly
following a request by the Administrative Agent or any Lender, provide all documentation and other
information that the Administrative Agent or such Lender requests in order to comply with its
ongoing obligations under applicable “know your customer” and anti-money laundering rules and
regulations, including the Act.



     15.20 Treatment of Certain Information; Confidentiality. Each of the Administrative
Agent, the Lenders and the L/C Issuer agrees to maintain the confidentiality of the Information (as
defined below), except that Information may be disclosed (a) to its Affiliates and to its and its
Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and
representatives to the extent such parties require such information in connection with the
transactions contemplated by this Agreement (it being understood that the Persons to whom such
disclosure is made will be informed of the confidential nature of such Information and instructed
to keep such Information confidential), (b) to the extent requested by any regulatory authority
purporting to have jurisdiction over it (including any self-regulatory authority, such as the
National Association of Insurance Commissioners), (c) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in
connection with the exercise of any remedies hereunder or under any other Loan Document or any
action or proceeding relating to this Agreement or any other Loan Document or the enforcement of
rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the
same as those of this Section, to (i) any assignee of or Participant in, or any prospective
assignee of or Participant in, any of its rights or obligations under this Agreement or any
Eligible Assignee invited to be a Lender pursuant to Section 2.1.1 or (ii) any actual or
prospective counterparty (or its advisors) to any swap or derivative



127









 




transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower
or (h) to the extent such Information (x) becomes publicly available other than as a result of a
breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the L/C
Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than
the Borrower.




     For purposes of this Section, “Information” means all information received from the
Borrower or any Subsidiary relating to the Borrower or any Subsidiary or any of their respective
businesses, other than any such information that is available to the Administrative Agent, any
Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by the Borrower or any
Subsidiary. Any Person required to maintain the confidentiality of Information as provided in this
Section shall be considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information.



     Each of the Administrative Agent, the Lenders and the L/C Issuer acknowledges that (a) the
Information may include material non-public information concerning the Borrower or a Subsidiary, as
the case may be, (b) it has developed compliance procedures regarding the use of material
non-public information and (c) it will handle such material non-public information in accordance
with applicable Law, including United States Federal and state securities Laws.



     15.21 Amendment and Restatement of Existing Loan Agreement. The Borrower, the
Administrative Agent and the lenders party to the Existing Loan Agreement each hereby agrees that,
at such time as this Agreement shall have become effective, the Existing Loan Agreement
automatically shall be deemed replaced and superseded by this Agreement and the Borrower and the
lenders party to the Existing Loan Agreement shall no longer have any obligations thereunder (other
than those obligations in the Existing Loan Agreement that expressly survive the termination of the
Existing Loan Agreement) and instead all obligations under the Existing Loan Agreement are now
evidenced by this Agreement. It is the intention of the parties to this Agreement that this
Agreement not operate as a novation of the obligations under the Existing Loan Agreement and shall
not operate as a novation or waiver of any right, power or remedy of the Agent or any Lender. The
Security Documents with respect to the existing Borrowing Base Properties and the existing
Borrowing Base Property Owners (as applicable) continue to create a valid security interest in, and
Lien upon, the Collateral described therein, in favor of the Administrative Agent, for the benefit
of the Lenders to secure the Obligations under this Agreement.



[The balance of this page is intentionally left blank]



128









 





     IN WITNESS WHEREOF this Agreement has been duly executed and delivered as of the date first
written above.



	 	 	 	 	 
	BORROWER:               	CEDAR SHOPPING CENTERS 
PARTNERSHIP, L.P.
 	 
	 	 	 
	 	By:  	Cedar Shopping Centers, Inc.,

its general partner
 	 
	 	 	 
	 	By:  	                                                     /s/ Leo S. Ullman
 	 
	 	 	Name:  	Leo S. Ullman 	 
	 	 	Title:  	President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Bank of America, N.A.

as Administrative Agent

 	 
	 	By:  	/s/  Maria A. McClain
 	 
	 	 	Name:  	Maria A. McClain 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Bank of America, N.A.

 	 
	 	By:  	/s/  Theodore M. Becchetti
 	 
	 	 	Name:  	Theodore M. Becchetti 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Manufacturers and Traders Trust Company

 	 
	 	By:  	/s/ Peter J. Ostrowski
 	 
	 	 	Name:  	Peter J. Ostrowski 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	KeyBank National Association

 	 
	 	By:  	/s/  James B. McLaughlin
 	 
	 	 	Name:  	James B. McLaughlin 	 
	 	 	Title:  	Senior Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Regions Bank
 	 
	 
	 	By:  	/s/  Lori Chambers
 	 
	 	 	Name:  	Lori Chambers 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Citizens Bank of Pennsylvania

 	 
	 	By:  	/s/  Kellie Anderson
 	 
	 	 	Name:  	Kellie Anderson 	 
	 	 	Title:  	Senior Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	RAYMOND JAMES BANK, FSB

 	 
	 	By:  	/s/  Steven F. Paley
 	 
	 	 	Name:  	Steven F. Paley 	 
	 	 	Title:  	Senior Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Royal Bank of Canada

 	 
	 	By:  	/s/Dan LePage
 	 
	 	 	Name:  	Dan LePage 	 
	 	 	Title:  	Authorized Signatory 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Bank of Montreal

 	 
	 	By:  	/s/  Aaron Lanski
 	 
	 	 	Name:  	Aaron Lanski 	 
	 	 	Title:  	Vice President 	 
	 




 











 





SCHEDULE 1.1(a)




COMMITMENTS

AND COMMITMENT PERCENTAGES




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Commitment	 
	Lender	 	Commitment	 	 	Percentage	 
	Bank of America, N.A.
	 	$	44,000,000	 	 	 	16.603773585	%
	Manufacturers and Traders Trust
Company
	 	$	44,000,000	 	 	 	16.603773585	%
	KeyBank National Association
	 	$	44,000,000	 	 	 	16.603773585	%
	Regions Bank
	 	$	44,000,000	 	 	 	16.603773585	%
	Citizens Bank of Pennsylvania
	 	$	25,000,000	 	 	 	9.433962264	%
	Raymond James Bank, FSB
	 	$	24,000,000	 	 	 	9.056603774	%
	Royal Bank of Canada
	 	$	20,000,000	 	 	 	7.547169811	%
	Bank of Montreal
	 	$	20,000,000	 	 	 	7.547169811	%
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Total
	 	$	265,000,000	 	 	 	100.000000000	%
	 
	 	 	 	 	 	 





 









 






SCHEDULE 1.1(b)




EXISTING LETTERS OF CREDIT




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Letter of Credit	 
	Project	 	Amount	 	 	Expiration Date	 	 	Number	 
	Newport
	 	$	36,000.00	 	 	 	9/30/2011	 	 	 	68029970	 
	Campbelltown
	 	$	80,000.00	 	 	 	8/31/2011	 	 	 	68028964	 
	Camp Hill
	 	$	287,800.00	 	 	 	10/1/2011	 	 	 	68030173	 
	Limerick
	 	$	266,090.22	 	 	 	6/30/2011	 	 	 	68031354	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	Total
	 	$	669,890.22	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 





 









 






SCHEDULE
3.3.7




THEATER PARCEL



ALL THAT CERTAIN lot or piece of ground, with the buildings and improvements thereon
erected, SITUATE in the 1st Ward, City of Philadelphia, Commonwealth of Pennsylvania, being
bounded and described according to a Plan of Survey, prepared by John J. Leapson,
Professional Land Surveyor, dated February 19, 1997, last revised December 12, 2003, as
follows:



BEGINNING at the intersection of the Northeast side of Dickinson Street (50 feet wide) with the
Southeast side of Water Street (50 feet wide); thence along the same North 14 degrees 41 minutes 39
seconds East 331.03 feet to a point in line of Parcel “B” on said Plan; thence along the same the
following two (2) courses and distances (1) South 63 degrees 36 minutes 02 seconds East passing
partly through a party wall 61.271 feet to a point (2) North 14 degrees 41 minutes 39 seconds East
80.761 feet to a point on the Southwest side of Reed Street (80 feet wide); thence along the same
South 75 degrees 13 minutes 21 seconds East 195.00 feet to a point on the Northwest side of
Christopher Columbus Boulevard (formerly Delaware Avenue 150 feet wide); thence along the same
South 14 degrees 41 minutes 39 seconds West 399.520 feet to a point on the previously mentioned
Northeast side of Dickinson Street (50 feet wide); thence along the same North 75 degrees 13
minutes 21 seconds West 255.000 feet to the first mentioned point and place of beginning.



CONTAINING 97,401 square feet or 2.236 acres.



BEING known as #1400 South Christopher Columbus Boulevard (formerly Delaware Avenue).



BEING Registry #9 S 16-93, 94.









 









 











SCHEDULE 4




AUTHORIZED OFFICERS





	1.	 	Leo S. Ullman, Chief Executive Officer of Cedar Shopping Centers, Inc.
	 
	2.	 	Brenda J. Walker, Chief Operating Officer of Cedar Shopping Centers, Inc.
	 
	3.	 	Lawrence E. Kreider, Jr., Chief Financial Officer of Cedar Shopping Centers, Inc.




 









 











SCHEDULE 5.1




EXISTING BORROWING BASE PROPERTIES DOCUMENTS





	1.	 	South Philadelphia Shopping Plaza — Survey
	 
	2.	 	Riverview Shopping Center — Survey
	 
	3.	 	Sunset Crossing Shopping Center — Survey
	 
	4.	 	Swede Square Shopping Center — Zoning Letter/PZR Report and Survey
	 
	5.	 	Point at Carlisle Shopping Center — Zoning Letter
	 
	6.	 	Fairview Commons — Survey
	 
	7.	 	Circle Plaza — Survey
	 
	8.	 	Virginia Center Commons — Survey
	 
	9.	 	The Shoppes at Salem Run — Survey
	 
	10.	 	Unit 2 of The Shops at Suffolk Downs Condominium — Survey and Structural Report
	 
	11.	 	First Merit Bank — Cuyahoga Falls — Survey
	 
	12.	 	Washington Center (Greentree) — Survey and Structural Report
	 
	13.	 	Valley Plaza Shopping Center — Zoning Letter/PZR Report
	 
	14.	 	St. James Shopping Center — Zoning Letter/PZR Report
	 
	15.	 	Kenley Village Shopping Center — Zoning Letter/PZR Report




 









 











SCHEDULE 5.1.11




REQUIRED PROPERTY, HAZARD AND OTHER INSURANCE




     Borrower or the applicable Loan Party shall at all times provide and maintain the following
insurance coverages with respect to each Collateral Property and the Collateral issued by
companies qualified to do business in the applicable jurisdictions where the Collateral Property
is located, having a Best’s Rating of not less than A-VIII and otherwise acceptable to
Administrative Agent in its sole reasonable discretion:




     (i) physical insurance on an all-risk basis without exception (including, without
limitation, flood required if property is in a “Special Flood Hazard Area” A or V, vandalism
and malicious mischief, earthquake, collapse, boiler explosion, sprinkler coverage, mold
infestation, cost of demolition, increased costs of construction and the value of the
undamaged portion of the building and soft costs coverage) covering all the real estate,
fixtures and personal property to the extent of the full insurable value thereof, on a
builder’s risk non-reporting form prior to completion and occupancy to Occupy Endorsement,
having replacement cost and agreed amount endorsements (with deductibles not in excess of
insurable value);




     (ii) rent loss or business interruption insurance in an amount equal to one year’s
projected rentals or gross revenues;




     (iii) public liability insurance, with underlying and umbrella coverages totaling not
less than $2,000,000.00 per occurrence and $10,000,000.00 in the aggregate or such other
amounts as may be determined by Administrative Agent from time to time;




     (iv) automobile liability insurance (including non-owned automobile) with a coverage
of $1,000,000 per occurrence during construction;




     (v) worker’s compensation, employer’s liability and other insurance required by law;




     (vi) such other insurance coverages in such amounts as Administrative Agent may
request consistent with the customary practices of prudent developers and owners of similar
properties.


An actual insurance policy or certified copy thereof, or a binder, certificate of insurance, or
other evidence of property coverage in the form of Acord 27 (Evidence of Property Coverage), Acord
25 (Certificate of Insurance), or a 30-day binder in form acceptable to Administrative Agent with
an unconditional undertaking to deliver the policy or a certified copy within thirty (30) days,
shall be delivered at closing of the Loan and prior to the first Loan Advance.




     Flood insurance shall be provided if the property or the collateral is located in a flood
zone, flood risk or flood hazard area as designated pursuant to the Federal Flood Disaster
Protection Act








 









 










of 1973, as amended, and the Regulations thereunder, or if otherwise reasonably required by
Administrative Agent.




     Administrative Agent, on behalf of the Lenders, shall be named as first mortgagee on
policies of all-risk-type insurance on the Collateral Property, as loss payee on the Collateral
and its contents, and as first mortgagee on rent-loss or business interruption coverages related
thereto.



     Except with respect to public liability insurance, as to which Administrative Agent, on
behalf of the Lenders, shall be named as an additional insured with respect to the Collateral
Property or the Collateral, all other required insurance coverages shall have a so-called
“Mortgagee’s endorsement” or “Lenders’ loss-payable endorsement” which shall provide in substance
as follows:




     A. Subject to the terms of this Agreement, loss or damage, if any, under the policy
shall be paid to Administrative Agent and its successors and assigns in whatever form or
capacity its interest may appear and whether said interest be vested in said Administrative
Agent in its individual or in its disclosed or undisclosed fiduciary or representative
capacity, or otherwise, or vested in a nominee or trustee of said
Administrative Agent.




     B. The insurance under the policy, or under any rider or endorsement attached thereto,
as to the interest only of Administrative Agent, its successors and assigns, shall not be
invalidated nor suspended:




     (a) by any error, omission or change respecting the ownership,
description, possession or location of the subject of the insurance or the interests
therein or the title thereto; or




     (b) by the commencement of foreclosure or similar proceedings or the giving of
notice of sale of any of the property covered by the policy by virtue of any
mortgage, deed of trust, or security interest; or




     (c) by any breach of warranty, act, omission, neglect, or noncompliance with
any provisions of the policy by the named insured, or any one else, whether before
or after a loss, which under the provisions of the policy of insurance, would
invalidate or suspend the insurance as to the named insured, excluding, however, any
acts or omissions of Administrative Agent while exercising active control and
management of the insured property.




     C. Insurer shall provide Administrative Agent and each of the Lenders with not less
than thirty (30) days, prior written notice of cancellation of the policy (for non-payment
or any other reason) or of the non-renewal thereof.




     D. The insurer reserves the right to cancel the policy at any time, but only as
provided by its terms. However, in such case this policy shall continue in force for the



 









 







benefit of Administrative Agent for thirty (30) days after written notice of such cancellation is
received by Administrative Agent and shall then cease.




     E. Should legal title to and beneficial ownership of any of the property covered under the
policy become vested in Administrative Agent or its agents, successors or assigns, insurance under
the policy shall continue for the term thereof for the benefit of Administrative Agent.




     F. All notices herein provided to be given by the insurer to Administrative Agent in
connection with this policy and Administrative Agent’s loss payable endorsement shall be mailed to
or delivered to Administrative Agent by certified or registered mail, return receipt requested, as
follows:



Bank of America, N.A.

Agency Management

101 N. Tryon Street

Mail Code: NC1-001-15-14

Charlotte, NC 28255

Attention: Maria A. McClain





 












 





SCHEDULE 6.4




OWNERSHIP INTERESTS AND TAXPAYER IDENTIFICATION NUMBERS

OF LOAN PARTIES




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Tax	 	Borrowing
	 	 	State of	 	 	 	Identification	 	Base Property
	Legal Name of Loan Party	 	Organization	 	Partners/Members	 	Number	 	Owner
	 
	 	 	 	 	 	 	 	 
	Cedar Shopping Centers
Partnership, L.P.

	 	Delaware
	 	N/A
	 	11-3440066
	 	No
	 
	 	 	 	 	 	 	 	 
	Cedar Shopping Centers, Inc.

	 	Maryland
	 	N/A
	 	42-1241468
	 	No
	 
	 	 	 	 	 	 	 	 
	Cedar-South Philadelphia I, 

LLC

	 	Delaware
	 	Cedar-South Philadelphia II, LLC

(100%)
	 	90-0082050
	 	Yes
	 
	 	 	 	 	 	 	 	 
	Cedar-South Philadelphia II, 

LLC

	 	Delaware
	 	Cedar Shopping Centers Partnership,
L.P. (100%)
	 	90-0082060
	 	No
	 
	 	 	 	 	 	 	 	 
	Cedar-Riverview LP

	 	Pennsylvania
	 	Cedar-Riverview LLC (1% of
common interests; general partner);
CSC-Riverview LLC (99% of
common interests; limited partner);
Firehouse Realty Corp. (preferred
limited partner); Reed Development
Associates, Inc. (preferred limited
partner); South River View Plaza,
Inc. (preferred limited partner); River
View Development Corp. (preferred
limited partner); Riverview
Commons, Inc. (preferred limited
partner)
	 	20-0422200
	 	Yes






 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Tax	 	Borrowing
	 	 	State of	 	 	 	Identification	 	Base Property
	Legal Name of Loan Party	 	Organization	 	Partners/Members	 	Number	 	Owner
	 
	 	 	 	 	 	 	 	 
	Cedar-Riverview LLC

	 	Delaware
	 	Cedar Shopping Centers
Partnership, L.P. (100%)
	 	20-0151534
	 	No
	 
	 	 	 	 	 	 	 	 
	CSC-Riverview LLC

	 	Delaware
	 	Cedar Shopping Centers
Partnership, L.P. (100%)
	 	20-0151125
	 	No
	 
	 	 	 	 	 	 	 	 
	Cedar Lender LLC

	 	Delaware
	 	Cedar Shopping Centers
Partnership, L.P. (100%)
	 	20-0447171
	 	No
	 
	 	 	 	 	 	 	 	 
	Cedar Sunset Crossing, LLC

	 	Delaware
	 	Cedar Shopping Centers
Partnership, L.P. (100%)
	 	20-0579586
	 	Yes
	 
	 	 	 	 	 	 	 	 
	Cedar Dubois, LLC

	 	Delaware
	 	Cedar Shopping Centers
Partnership, L.P. (100%)
	 	20-0768567
	 	Yes
	 
	 	 	 	 	 	 	 	 
	Swede Square Associates, L.P.

	 	Pennsylvania
	 	Swede Square, LLC (0.1%;
general partner); Cedar
Shopping Centers Partnership,
L.P. (99.9%; limited partner)
	 	02-0673581
	 	Yes
	 
	 	 	 	 	 	 	 	 
	Swede Square, LLC

	 	Pennsylvania
	 	Cedar Shopping Centers
Partnership, L.P. (100%)
	 	02-0673593
	 	No
	 
	 	 	 	 	 	 	 	 
	Cedar Brickyard, LLC

	 	Delaware
	 	Cedar Shopping Centers
Partnership, L.P. (100%)
	 	20-2011661
	 	Yes
	 
	 	 	 	 	 	 	 	 
	Cedar St. James, LLC

	 	Delaware
	 	Cedar Shopping Centers
Partnership, L.P. (100%)
	 	20-2311739
	 	Yes
	 
	 	 	 	 	 	 	 	 
	Cedar Kenley Village, LLC

	 	Delaware
	 	Cedar Shopping Centers
Partnership, L.P. (100%)
	 	20-2311870
	 	Yes






 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Tax	 	Borrowing
	 	 	State of	 	 	 	Identification	 	Base Property
	Legal Name of Loan Party	 	Organization	 	Partners/Members	 	Number	 	Owner
	 
	 	 	 	 	 	 	 	 
	Cedar-Valley Plaza, LLC

	 	Delaware
	 	Cedar Shopping Centers
Partnership, L.P. (100%)
	 	42-1596164
	 	Yes
	 
	 	 	 	 	 	 	 	 
	Cedar-Glen Allen UK, LLC

	 	Delaware
	 	Cedar Shopping Centers
Partnership, L.P. (100%)
	 	20-3797757
	 	Yes
	 
	 	 	 	 	 	 	 	 
	Cedar-Fredericksburg UK, LLC

	 	Delaware
	 	Cedar Shopping Centers
Partnership, L.P. (100%)
	 	20-3797657
	 	Yes
	 
	 	 	 	 	 	 	 	 
	Cedar-Salem Run, LLC

	 	Delaware
	 	Cedar Shopping Centers
Partnership, L.P. (100%)
	 	20-3797596
	 	Yes
	 
	 	 	 	 	 	 	 	 
	Cedar-VA Commons, LLC

	 	Delaware
	 	Cedar Shopping Centers
Partnership, L.P. (100%)
	 	20-3797692
	 	Yes
	 
	 	 	 	 	 	 	 	 
	Cedar-Revere LLC

	 	Delaware
	 	Cedar Shopping Centers
Partnership, L.P. (100%)
	 	20-3528504
	 	Yes
	 
	 	 	 	 	 	 	 	 
	Cedar-Carlisle, LLC

	 	Delaware
	 	Cedar Shopping Centers
Partnership, L.P. (100%)
	 	20-3397838
	 	Yes
	 
	 	 	 	 	 	 	 	 
	Cedar-Oakhurst, LLC

	 	Delaware
	 	Cedar Shopping Centers
Partnership, L.P. (100%)
	 	20-5233216
	 	Yes
	 
	 	 	 	 	 	 	 	 
	Cedar-Palmyra, LLC

	 	Delaware
	 	Cedar Shopping Centers
Partnership, L.P. (100%)
	 	20-3897470
	 	Yes
	 
	 	 	 	 	 	 	 	 
	Cedar-Stadium Plaza LLC

	 	Delaware
	 	CIF-Loyal Plaza Associates,
Corp. (0.01%; member); Cedar
Shopping Centers Partnership,
L.P. (99.99%; member)
	 	20-2957198
	 	Yes






 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Tax	 	Borrowing
	 	 	State of	 	 	 	Identification	 	Base Property
	Legal Name of Loan Party	 	Organization	 	Partners/Members	 	Number	 	Owner
	 
	 	 	 	 	 	 	 	 
	CIF-Loyal Plaza
Associates, Corp.

	 	Delaware
	 	Cedar Shopping Centers
Partnership, L.P. (100%)
	 	42-1597273
	 	No
	 
	 	 	 	 	 	 	 	 
	Cedar-Annie Land, LLC

	 	Delaware
	 	Cedar Shopping Centers
Partnership, L.P. (100%)
	 	20-5412150
	 	Yes
	 
	 	 	 	 	 	 	 	 
	Cedar-Arlington Road LLC

	 	Delaware
	 	Cedar Shopping Centers
Partnership, L.P. (100%)
	 	20-2369571
	 	Yes
	 
	 	 	 	 	 	 	 	 
	Cedar-Zanesville LLC

	 	Delaware
	 	Cedar Shopping Centers
Partnership, L.P. (100%)
	 	20-2369724
	 	Yes
	 
	 	 	 	 	 	 	 	 
	Cedar-Cuyahoga, LLC

	 	Delaware
	 	Cedar Shopping Centers
Partnership, L.P. (100%)
	 	20-5871202
	 	Yes
	 
	 	 	 	 	 	 	 	 
	Cedar-Fairview Commons, 

LLC

	 	Delaware
	 	Cedar Shopping Centers
Partnership, L.P. (100%)
	 	20-8241755
	 	Yes
	 
	 	 	 	 	 	 	 	 
	Cedar-Norwood, LLC

	 	Delaware
	 	Cedar Shopping Centers
Partnership, L.P. (100%)
	 	20-5610606
	 	Yes
	 
	 	 	 	 	 	 	 	 
	Cedar-Metro Square II, LLC

	 	Delaware
	 	Cedar Shopping Centers
Partnership, L.P. (100%)
	 	26-3478262
	 	Yes
	 
	 	 	 	 	 	 	 	 
	Cedar-Mason, LLC

	 	Delaware
	 	Cedar Shopping Centers
Partnership, L.P. (100%)
	 	26-1857485
	 	Yes
	 
	 	 	 	 	 	 	 	 
	Cedar-HD, LLC

	 	Delaware
	 	Cedar Shopping Centers
Partnership, L.P. (100%)
	 	26-1591415
	 	Yes
	 
	 	 	 	 	 	 	 	 
	Cedar-Hilliard, LLC

	 	Delaware
	 	Cedar Shopping Centers
Partnership, L.P. (100%)
	 	26-0337651
	 	Yes






 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Tax	 	Borrowing
	 	 	State of	 	 	 	Identification	 	Base Property
	Legal Name of Loan Party	 	Organization	 	Partners/Members	 	Number	 	Owner
	 
	 	 	 	 	 	 	 	 
	Cedar-Grove City, LLC

	 	Delaware
	 	Cedar Shopping Centers
Partnership, L.P. (100%)
	 	26-0285531
	 	Yes
	 
	 	 	 	 	 	 	 	 
	Cedar-Enon, LLC

	 	Delaware
	 	Cedar Shopping Centers
Partnership, L.P. (100%)
	 	26-1591182
	 	Yes
	 
	 	 	 	 	 	 	 	 
	Greentree Road L.L.C. 1

	 	Delaware
	 	Greentree Road L.L.C. 2 (100%)
	 	11-3620398
	 	Yes
	 
	 	 	 	 	 	 	 	 
	Cedar-Bristol, LLC

	 	Delaware
	 	Cedar Shopping Centers
Partnership, L.P. (100%)
	 	20-8328145
	 	Yes
	 
	 	 	 	 	 	 	 	 
	Greentree Road L.L.C. 2

	 	Delaware
	 	Cedar Shopping Centers
Partnership, L.P. (100%)
	 	11-3620395
	 	No
	 
	 	 	 	 	 	 	 	 
	Cedar-Circle, LLC

	 	Delaware
	 	Cedar Shopping Centers
Partnership, L.P. (100%)
	 	26-0531641
	 	Yes






 









 





SCHEDULE 6.14.2




BORROWING BASE PROPERTIES




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Fee Simple or	 	 	 	 
	 	 	Legal Name	 	Leasehold	 	 	 	 
	Borrowing Base Property	 	of Owner(s)	 	Estate	 	Date of Appraisal	 	Actual Appraised Value
	 
	 	 	 	 	 	 	 	 	 	 
	South Philadelphia Shopping Plaza 

Philadelphia, Pennsylvania

	 	Cedar-South

Philadelphia I, LLC
	 	Leasehold
	 	June 17, 2009
	 	$	44,500,000	 
	 
	 	 	 	 	 	 	 	 	 	 
	Riverview Shopping Center 

Philadelphia, Pennsylvania

	 	Cedar-Riverview LP
	 	Leasehold
	 	June 15, 2009
	 	$	48,000,000	 
	 
	 	 	 	 	 	 	 	 	 	 
	Sunset Crossing Shopping Center 

Dickson, Pennsylvania

	 	Cedar Sunset

Crossing, LLC
	 	Fee Simple
	 	June 17, 2009
	 	$	11,000,000	 
	 
	 	 	 	 	 	 	 	 	 	 
	Dubois Commons Shopping Center 

Sandy, Pennsylvania

	 	Cedar Dubois, LLC
	 	Fee Simple
	 	March 13, 2008
	 	$	20,500,000	 
	 
	 	 	 	 	 	 	 	 	 	 
	Swede Square Shopping Center 

East Norriton, Pennsylvania

	 	Swede Square
Associates, L.P.
	 	Fee Simple
	 	June 11, 2009
	 	$	15,800,000	 
	 
	 	 	 	 	 	 	 	 	 	 
	Brickyard Shopping Center 

Berlin, Connecticut

	 	Cedar Brickyard, LLC
	 	Fee Simple
	 	June 19, 2009
	 	$	23,000,000	 
	 
	 	 	 	 	 	 	 	 	 	 
	Valley Plaza Shopping Center, Hagerstown, 

Maryland

	 	Cedar-Valley Plaza,

LLC
	 	Fee Simple
	 	October 21, 2008
	 	$	9,600,000	 
	 
	 	 	 	 	 	 	 	 	 	 
	St. James Shopping Center, Hagerstown,
Maryland

	 	Cedar St. James, LLC
	 	Fee Simple
	 	June 15, 2009
	 	$	4,200,000	 
	 
	 	 	 	 	 	 	 	 	 	 
	Kenley Village Shopping Center, Hagerstown,
Maryland

	 	Cedar Kenley

Village, LLC
	 	Fee Simple
	 	June 15, 2009
	 	$	3,600,000	 
	 
	 	 	 	 	 	 	 	 	 	 
	Ukrop’s Shopping Center,
Fredericksburg, Virginia

	 	Cedar-Fredericksburg

UK, LLC
	 	Fee Simple
	 	October 20, 2008
	 	$	15,200,000	 






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Fee Simple or	 	 	 	 
	 	 	Legal Name	 	Leasehold	 	 	 	 
	Borrowing Base Property	 	of Owner(s)	 	Estate	 	Date of Appraisal	 	Actual Appraised Value
	 
	 	 	 	 	 	 	 	 	 	 
	Ukrop’s Shopping Center,
Glen Allen, Virginia

	 	Cedar-Glen Allen

UK, LLC
	 	Fee Simple
	 	October 24, 2008
	 	$	6,000,000	 
	 
	 	 	 	 	 	 	 	 	 	 
	Virginia Center Commons 

Glen Allen, Virginia

	 	Cedar-VA Commons,

LLC
	 	Fee Simple
	 	October 24, 2008
	 	$	4,000,000	 
	 
	 	 	 	 	 	 	 	 	 	 
	The Shoppes at Salem Run 

Fredericksburg, Virginia

	 	Cedar-Salem Run, LLC
	 	Fee Simple
	 	June 16, 2009
	 	$	5,100,000	 
	 
	 	 	 	 	 	 	 	 	 	 
	Unit 2 of The Shops at Suffolk
Downs Condominium, Revere,
Massachusetts

	 	Cedar-Revere LLC
	 	Fee Simple
	 	October 18, 2008
	 	$	15,200,000	 
	 
	 	 	 	 	 	 	 	 	 	 
	Point at Carlisle Shopping Center 

Carlisle, Pennsylvania

	 	Cedar-Carlisle, LLC
	 	Fee Simple
	 	October 20, 2008
	 	$	12,200,000	 
	 
	 	 	 	 	 	 	 	 	 	 
	Oakhurst Plaza 

Harrisburg, Pennsylvania

	 	Cedar-Oakhurst, LLC
	 	Fee Simple
	 	October 10, 2008
	 	$	16,900,000	 
	 
	 	 	 	 	 	 	 	 	 	 
	Palmyra Shopping Center 

Palmyra, Pennsylvania

	 	Cedar-Palmyra, LLC
	 	Fee Simple
	 	October 10, 2008
	 	$	7,250,000	 
	 
	 	 	 	 	 	 	 	 	 	 
	Stadium Plaza 

East Lansing, Michigan

	 	Cedar-Stadium Plaza

LLC
	 	Fee Simple
	 	October 20, 2008
	 	$	8,300,000	 
	 
	 	 	 	 	 	 	 	 	 	 
	Annie Land Plaza 

Lovington, Virginia

	 	Cedar-Annie Land,

LLC
	 	Fee Simple
	 	June 12, 2009
	 	$	3,400,000	 
	 
	 	 	 	 	 	 	 	 	 	 
	First Merit Bank 

Akron, Ohio

	 	Cedar-Arlington

Road LLC
	 	Fee Simple
	 	June 19, 2009
	 	$	720,000	 
	 
	 	 	 	 	 	 	 	 	 	 
	Family Dollar 

Zanesville, Ohio

	 	Cedar-Zanesville LLC
	 	Fee Simple
	 	June 12, 2009
	 	$	490,000	 
	 
	 	 	 	 	 	 	 	 	 	 
	First Merit Bank 

Cuyahoga Falls, Ohio

	 	Cedar-Cuyahoga, LLC
	 	Fee Simple
	 	June 23, 2009
	 	$	990,000	 






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Fee Simple or	 	 	 	 
	 	 	Legal Name	 	Leasehold	 	 	 	 
	Borrowing Base Property	 	of Owner(s)	 	Estate	 	Date of Appraisal	 	Actual Appraised Value
	 
	 	 	 	 	 	 	 	 	 	 
	Fairview Commons 

Fairview Township, Pennsylvania

	 	Cedar-Fairview

Commons, LLC
	 	Fee Simple
	 	June 18, 2009
	 	$	4,300,000	 
	 
	 	 	 	 	 	 	 	 	 	 
	Hannaford Plaza 

Norwood, Massachusetts

	 	Cedar-Norwood LLC
	 	Fee Simple
	 	June 12, 2009
	 	$	7,830,000	 
	 
	 	 	 	 	 	 	 	 	 	 
	Washington Center Shops, 

Washington, New
Jersey

	 	Greentree Road
L.L.C. 1
	 	Fee Simple
	 	June 18, 2009
	 	$	1,200,000	 
	 
	 	 	 	 	 	 	 	 	 	 
	Enon Discount Drug Mart Plaza, Fairborn, Ohio

	 	Cedar-Enon, LLC
	 	Fee Simple
	 	March 8, 2009
	 	$	4,900,000	 
	 
	 	 	 	 	 	 	 	 	 	 
	Grove City Discount Drug Mart Plaza, Grove
City, Ohio

	 	Cedar-Grove City, LLC
	 	Fee Simple
	 	March 4, 2009
	 	$	5,500,000	 
	 
	 	 	 	 	 	 	 	 	 	 
	Hilliard Discount Drug Mart, Hilliard, Ohio

	 	Cedar-Hilliard, LLC
	 	Fee Simple
	 	March 4, 2009
	 	$	5,250,000	 
	 
	 	 	 	 	 	 	 	 	 	 
	Hills and Dales Discount Drug Mart Plaza,
Canton, Ohio

	 	Cedar-HD, LLC
	 	Fee Simple
	 	March 6, 2009
	 	$	3,350,000	 
	 
	 	 	 	 	 	 	 	 	 	 
	Mason Discount Drug Mart Plaza, Mason, Ohio

	 	Cedar-Mason, LLC
	 	Fee Simple
	 	March 8, 2009
	 	$	7,750,000	 
	 
	 	 	 	 	 	 	 	 	 	 
	Circle Plaza, Shamokin Dam Borough, 

Pennsylvania

	 	Cedar-Circle, LLC
	 	Fee Simple
	 	June 16, 2009
	 	$	1,975,000	 
	 
	 	 	 	 	 	 	 	 	 	 
	Oakland Commons, Bristol, Connecticut

	 	Cedar-Bristol, LLC
	 	Fee Simple
	 	October 23, 2008
	 	$	11,600,000	 
	 
	 	 	 	 	 	 	 	 	 	 
	Metro Square at Owings Mills, Owings Mills,
Maryland

	 	Cedar-Metro Square

II, LLC
	 	Fee Simple
	 	March 8, 2009
	 	$	4,700,000	 







 











 





SCHEDULE 6.14.5




GROUND LEASES



That certain Ground Lease, dated as of October 31, 2003, by and between SPSP Corporation, Passyunk
Supermarket, Inc., and Twenty Fourth Street Passyunk Partners, L.P., as landlord, and Cedar-South
Philadelphia I, LLC, as tenant.



That certain Lease, dated as of June 24, 1992, between Interstate Land Management Corporation and
Riverview Commons, Inc.



That certain First Amendment to Lease, dated as of February 10, 1993, between Interstate Land
Management Corporation and Riverview Commons, Inc.



That certain Lease, dated as of October 16, 1991, between Interstate Land Management Corporation
and Riverview Commons, Inc.



That certain Assignment and Assumption of Lease Agreement and Estoppel Certificate, between
Interstate Land Management Corporation and Riverview Commons, Inc. (with regard to the Lease dated
June 24, 1992).



That certain Assignment and Assumption of Lease Agreement and Estoppel Certificate, between
Interstate Land Management Corporation and Riverview Commons, Inc. (with regard to the Lease dated
October 16, 1991).



As of the Closing Date, no ground lessor is an Affiliate of any Loan Party.







 









 








SCHEDULE
6.23.1




MAJOR LEASE LOCATIONS




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Borrowing Base	 	 	 	 
	 	 	Loan Party	 	Property	 	Tenant(s)	 	Sq. Ft.
	 
	 
	 	 	 	 	 	 	 	 	 	 
	1

	 	Cedar-Annie Land, LLC
	 	Annie Land Plaza
	 	Food Lion
	 	 	29,000	 
	 
	 	 	 	 	 	 	 	 	 	 
	2

	 	Cedar-Circle, LLC
	 	Circle Plaza
	 	K-Mart
	 	 	92,171	 
	 
	 	 	 	 	 	 	 	 	 	 
	3

	 	Cedar-Enon, LLC
	 	Enon Discount Drug
	 	Discount Drug Mart
	 	 	24,596	 
	 

	 	 	 	Mart Plaza (Fairborn)	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	4

	 	Cedar-Fairview Commons, LLC
	 	Fairview Commons
	 	Giant Foods
	 	 	17,264	 
	 
	 	 	 	 	 	 	 	 	 	 
	5

	 	Cedar-Cuyahoga, LLC
	 	First Merit Bank -

Cuyahoga Falls
	 	FirstMerit Bank
	 	 	15,600	 
	 
	 	 	 	 	 	 	 	 	 	 
	6

	 	Cedar-Grove City, LLC
	 	Grove City Discount
	 	Discount Drug Mart
	 	 	24,596	 
	 

	 	 	 	Drug Mart Plaza	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	7

	 	Cedar-Norwood, LLC
	 	Hannaford Plaza
	 	Dollar Tree Stores
	 	 	16,798	 
	 

	 	 	 	 	 	Hannaford Brothers
	 	 	42,598	 
	 

	 	 	 	 	 	Rocky’s Ace Hardware
	 	 	18,830	 
	 
	 	 	 	 	 	 	 	 	 	 
	8

	 	Cedar-Hilliard, LLC
	 	Hilliard Discount Drug
	 	Discount Drug Mart
	 	 	24,592	 
	 

	 	 	 	Mart Plaza	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	9

	 	Cedar-HD, LLC
	 	Hills and Dales
	 	Discount Drug Mart
	 	 	23,608	 
	 

	 	 	 	Discount Drug Mart	 	 	 	 	 	 
	 

	 	 	 	Plaza (Canton)	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	10

	 	Cedar Kenley Village, LLC
	 	Kenley Village
	 	Dollar General
	 	 	11,144	 
	 

	 	 	 	Shopping Center	 	 	 	 	 	 
	 

	 	 	 	 	 	Food Lion
	 	 	29,000	 






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Borrowing Base	 	 	 	 
	 	 	Loan Party	 	Property	 	Tenant(s)	 	Sq. Ft.
	 
	11

	 	Cedar-Mason, LLC
	 	Mason Discount Drug

Mart Plaza
	 	Discount Drug Mart
	 	 	24,596	 
	 
	 	 	 	 	 	 	 	 	 	 
	12

	 	Cedar-Oakhurst, LLC
	 	Oakhurst Plaza
	 	CVS
	 	 	11,300	 
	 

	 	 	 	 	 	Giant Foods
	 	 	62,320	 
	 
	 	 	 	 	 	 	 	 	 	 
	13

	 	Cedar Bristol LLC
	 	Oakland Commons
	 	Bristol Ten Pin
	 	 	35,189	 
	 

	 	 	 	 	 	Shaw’s
	 	 	54,661	 
	 
	 	 	 	 	 	 	 	 	 	 
	14

	 	Cedar-Palmyra, LLC
	 	Palmyra Shopping
	 	Rite Aid
	 	 	18,104	 
	 
	 

	 	 	 	Center
	 	Weis Markets
	 	 	46,181	 
	 
	 	 	 	 	 	 	 	 	 	 
	15

	 	Cedar-Riverview LP
	 	Riverview Shopping

Center
	 	United Artist Theater
	 	 	77,700	 
	 

	 	 	 	 	 	Avalon Carpet, Tile, Etc.
	 	 	25,000	 
	 

	 	 	 	 	 	Pep Boys
	 	 	22,000	 
	 
	 	 	 	 	 	 	 	 	 	 
	16

	 	Cedar-South
Philadelphia I, LLC
	 	South Philadelphia
	 	Bally Total Fitness


	 	 	31,000	 
	 
	 

	 	 	 	Shopping Plaza
	 	Dollar Tree Stores
	 	 	6,930	 
	 

	 	 	 	 	 	Ross Dress for Less
	 	 	31,349	 
	 

	 	 	 	 	 	Shop Rite
	 	 	54,388	 






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Borrowing Base	 	 	 	 
	 	 	Loan Party	 	Property	 	Tenant(s)	 	Sq. Ft.
	 
	17

	 	Cedar St. James, LLC
	 	St. James Shopping
	 	Food Lion
	 	 	33,000	 
	 

	 	 	 	Center	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	18

	 	Cedar-Stadium Plaza LLC
	 	Stadium Plaza
	 	A&P
	 	 	54,650	 
	 
	 	 	 	 	 	 	 	 	 	 
	19

	 	Cedar Sunset Crossing, LLC
	 	Sunset Crossing
	 	Giant Foods
	 	 	54,332	 
	 

	 	 	 	Shopping Center	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	20

	 	Swede Square Associates, L.P.
	 	Swede Square
	 	LA Fitness
	 	 	37,200	 
	 

	 	 	 	Shopping Center	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	21

	 	Cedar Brickyard, LLC
	 	Brickyard Shopping
	 	Home Depot
	 	 	103,003	 
	 

	 	 	 	Center	 	 	 	 	 	 
	 

	 	 	 	 	 	Sym’s
	 	 	38,000	 
	 

	 	 	 	 	 	Walmart
	 	 	109,755	 
	 
	 	 	 	 	 	 	 	 	 	 
	22

	 	Cedar Bristol, LLC
	 	Oakland Commons
	 	Dollar Tree Stores
	 	 	6,250	 
	 

	 	 	 	 	 	Shop N Save
	 	 	52,654	 
	 

	 	 	 	 	 	The Bon-Ton
	 	 	54,500	 
	 
	 	 	 	 	 	 	 	 	 	 
	23

	 	Cedar-Carlisle, LLC
	 	Point at Carlisle
	 	The Bon-Ton
	 	 	59,925	 
	 

	 	 	 	Shopping Center	 	 	 	 	 	 
	 

	 	 	 	 	 	Dollar Tree Stores
	 	 	16,300	 
	 

	 	 	 	 	 	Dunham Sports
	 	 	21,300	 
	 

	 	 	 	 	 	Office Max
	 	 	22,645	 
	 
	 	 	 	 	 	 	 	 	 	 
	24

	 	Cedar-Revere LLC
	 	Unit 2 of The Shops
	 	Stop & Shop
	 	 	74,977	 
	 

	 	 	 	at Suffolk Downs	 	 	 	 	 	 
	 

	 	 	 	Condominium	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	25

	 	Cedar-Fredericksburg UK, LLC
	 	Ukrop’s Shopping
	 	Ukrop’s
	 	 	63,000	 
	 

	 	 	 	Center	 	 	 	 	 	 
	 

	 	 	 	Fredericksburg	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	26

	 	Cedar-Glen Allen UK, LLC
	 	Ukrop’s Shopping
	 	Ukrop’s
	 	 	43,000	 






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Borrowing Base	 	 	 	 
	 	 	Loan Party	 	Property	 	Tenant(s)	 	Sq. Ft.
	 
	 

	 	 	 	Center	 	 	 	 	 	 
	 

	 	 	 	Glen Allen	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	27

	 	Cedar-Valley Plaza, LLC
	 	Valley Plaza Shopping
	 	K-Mart
	 	 	95,810	 
	 

	 	 	 	Center	 	 	 	 	 	 
	 

	 	 	 	 	 	Ollie’s Bargain Outlet
	 	 	41,888	 
	 

	 	 	 	 	 	Tractor Supply Company
	 	 	32,095	 







 











 





SCHEDULE 15.1




NOTICES




BORROWER:

Cedar Shopping Centers Partnership, L.P.

44 South Bayles Avenue

Port Washington, New York 11050

Attention: Leo S. Ullman

Telecopier: (516) 767-6497

Electronic Mail: LSU@cedarshoppingcenters.com

Website Address: www.cedarshoppingcenters.com

U.S. Taxpayer Identification Number: 11-3440066




and




Attention: Lawrence E. Kreider, Jr.

Telecopier: (516) 767-6497

Electronic Mail: lkreider@cedarshoppingcenters.com




with copies to:




Cedar Shopping Centers Partnership, L.P.

44 South Bayles Avenue

Port Washington, New York 11050

Stuart Widowski, Esq.

Telephone: (516) 944-4529

Telecopier: (516) 767-6497

Electronic Mail: swidowski@cedarshoppingcenters.com




and




Stroock & Stroock & Lavan LLP

180 Maiden Lane

 New York, NY 10038-4982

 Attention: Karen Scanna, Esq.

 Telecopier: (212) 806-6006




 









 





ADMINISTRATIVE AGENT:




Administrative Agent’s Office

(for payments and Requests for Credit Extensions):

Bank of America, N.A.

901 Main St

Mail Code: TX1-492-15-05

Dallas, TX 75202-3714

Attention: Betty L. Canales

Telephone: 214-209-2131

Telecopier: 214-290-8377

Electronic Mail: betty.l.canales@bankofamerica.com




Account No.: 1292000883

Ref: Cedar Shopping Centers Partnership L.P.

ABA# 026009593




Other Notices as Administrative Agent:

Bank of America, N.A.

Agency Management

101 N. Tryon Street

Mail Code: NC1-001-15-14

Charlotte, NC 28255

Attention: Maria A. McClain

Telephone: 980-388-1935

Telecopier: 704-409-0913

Electronic Mail: maria.a.mcclain@bankofamerica.com




L/C ISSUER:




Bank of America, N.A.

Trade Operations

1 Fleet Way

Mail Code: PA6-580-02-30

Scranton, PA 18507

Attention: Michael A. Grizzanti, VP, Operations Manager

Telephone: 570-330-4214

Telecopier: 800-755-8743

Electronic Mail: michael.a.grizzanti@bankofamerica.com




 









 





EXHIBIT A




FORM OF

LOAN NOTICE




Date: _________ , _____




To: Bank of America, N.A., as Administrative Agent




Ladies and Gentlemen:




     Reference is made to that certain Amended and Restated Loan Agreement, dated as of November
10, 2009 (as amended, restated, extended, supplemented or otherwise modified in writing from time
to time, the “Agreement”). The terms defined therein being used herein as therein defined),
among Cedar Shopping Centers Partnership, L.P. (the “Borrower”), the Lenders from time to
time party thereto, and Bank of America, N.A., as Administrative Agent and L/C Issuer.




	 	 	 	The undersigned hereby requests (select one):
	 
	 	 	 	o A Loan Advance
	 
	 	 	 	o A conversion or continuation of Loans






	 	1.	 	On __________________________________ (a Business Day).
	 
	 	2.	 	In the amount of $ ______________________
	 
	 	3.	 	Comprised of _______________________________

[Type of Loan requested]
	 
	 	4.	 	For a LIBO Rate Advance: an Interest Period of: __ months





     The undersigned hereby represents and warrants the following:1




	 	1.	 	The Loan Advance is for the purpose of: ___________________.
	 
	 	2.	 	The Total Outstandings reflecting the
funding of the Loan Advance being requested hereby are:
_______________________
_____________.
	 
	 	3.	 	Maximum Loan Amount pursuant to Section 2.1.1
(a) of the Agreement (lesser of Total Commitment and the Borrowing
Base Value) is: $ ___________________________________.







 




			
	1	 	Only include for a Loan Advance.




 









 











	 	4.	 	The aggregate remaining amount which may be funded under the
Agreement is: ____________________________.
	 
	 	5.	 	Attached as Exhibit A hereto are
calculations evidencing the Borrower’s continued compliance with the
Financial Covenants, as satisfied by the Closing Compliance
Certificate, or once delivered, the most recent Compliance Certificate
delivered by the Borrower.
	 
	 	6.	 	The representations and warranties of the
Borrower and each other Loan Party contained in Article 6 of the
Agreement or any other Loan Document, or which are contained in
any document furnished at any time under or in connection herewith
or therewith, are true and correct in all material respects on and as
of the date of the Credit Extension requested hereby, except to the
extent that such representations and warranties specifically refer to
an earlier date, in which case they are true and correct in all
material respects as of such earlier date, and except that for purposes
of this notice, the representations and warranties contained in Section
6.8 ‘of the Agreement shall be deemed to refer to the most recent
statements furnished pursuant to Section 7.2.1 and 7.2.2 of the
Agreement.
	 
	 	7.	 	No Default or Event of Default exists, or would
result from the Loan Advance requested hereby or from the application
of the proceeds thereof.






	 	 	 	Note: Each request for a Loan Advance hereunder shall be for (a) a minimum amount
as required by Section 2.3.6 of the Loan Agreement, and (b) an amount not to exceed
(x) the Maximum Loan Amount less (y) the Total Outstandings (after giving effect to
such Loan Advance).





     Delivery of executed counterparts of this Loan Notice by telecopy or other electronic means
shall be effective as an original.



 









 





	 	 	 	 	 
	 	CEDAR SHOPPING CENTERS

PARTNERSHIP, L.P., a Delaware limited partnership

 	 
	 	By:  	Cedar Shopping Centers, Inc., a  Maryland corporation, its general partner
 	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 











 





EXHIBIT A




[to be completed by Borrower]



 









 





EXHIBIT B




FORM OF

NOTE




_____________, _____




     FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to ____________________________
or registered assigns (the “Lender”), in accordance with the provisions
of the Agreement (as hereinafter defined), the principal amount of the Loan from time to time
made by the Lender to the Borrower or so much thereof as shall be outstanding from time to time
under that certain Amended and Restated Loan Agreement, dated as of November 10, 2009 (as
amended, restated, extended, supplemented or otherwise modified in writing from time to time,
the “Agreement;” the terms defined therein being used herein as therein defined), among
the Borrower, the Lender, the other financial institutions named therein and from time to time
party thereto, and Bank of America, N.A., as Administrative Agent and L/C Issuer (in such
capacity, the “Administrative Agent”).



     The Borrower promises to pay interest on the unpaid principal amount of each Loan Advance
from the date of such Loan Advance until such principal amount is paid in full, at such interest
rates and at such times as provided in the Agreement. All payments of principal and interest
shall be made to the Administrative Agent for the account of the Lender in Dollars in
immediately available funds at the Administrative Agent’s Office. If any amount is not paid in
full when due under the terms of the Agreement, such unpaid amount shall bear interest, to be
paid in accordance with the terms of the Agreement, from the due date thereof until the date of
actual payment (and before as well as after judgment) computed at the per annum rate set forth
in the Agreement.



     This Note is a Note as referred to in the Agreement, is entitled to the benefits thereof
and may be prepaid in whole or in part subject to the terms and conditions provided therein.
This Note is also entitled to the benefits of the Guaranty and is secured by the Collateral.
Upon the occurrence and continuation of one or more of the Events of Default specified in the
Agreement, all amounts then remaining unpaid on this Note may be declared to be, immediately due
and payable, all as provided in the Agreement. Loan Advances made by the Lender shall be
evidenced by one or more loan accounts or records maintained by the Lender in the ordinary
course of business. The Lender may also attach schedules to this Note and endorse thereon the
date and amount of its Loan Advances and payments with respect thereto; provided, however,
that if any of said schedules shall be inconsistent with the terms of the Agreement, the
terms of the Agreement shall control.



     The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment,
protest and demand and notice of protest, demand, dishonor and non-payment of this Note, except as
otherwise provided in the Agreement.



     The terms of Sections 13.4, 15.2, 15.6 and 15.16 of the Agreement are incorporated herein
by reference, mutatis mutandis.



 









 





     THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.



     Delivery of executed counterparts of this Note by telecopy or other electronic means shall be
effective as an original.



     Any notices given with respect to this Note shall be given in the manner provided for in the
Loan Agreement.



 









 





	 	 	 	 	 
	 	CEDAR SHOPPING CENTERS 

PARTNERSHIP, L.P., a Delaware limited partnership

 	 
	 	By:  	Cedar Shopping Centers, Inc., a

 Maryland corporation, its general

 partner
 	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 











 





EXHIBIT C




FORM OF

COMPLIANCE CERTIFICATE




Financial Statement Date:                     ,          




To: Bank of America, N.A., as Administrative Agent



Ladies and Gentlemen:




     Reference is made to that certain Amended and Restated Loan Agreement, dated as of November
10, 2009 (as amended, restated, extended, supplemented or otherwise modified in writing from time
to time, the “Agreement;” the terms defined therein being used herein as therein defined),
among Cedar Shopping Centers Partnership, L.P. (the “Borrower”), the Lenders from time to
time party thereto, and Bank of America, N.A., as Administrative Agent and L/C Issuer.



     THE UNDERSIGNED HEREBY CERTIFIES THAT:



     1. I am the duly elected/authorized                                          of Cedar Shopping
Centers, Inc., general partner of the Borrower.



     2. I have reviewed the terms of the Agreement and I have made, or have caused to be made under
my supervision, a review of the transactions and conditions of the Borrower during the accounting
period covered by the attached financial statements.



     3. The financial statements attached as Schedule 1 fairly present in all material
respects the Consolidated financial condition of CSC. The examinations described in paragraph 2
did not disclose, and I have no knowledge of, the existence of any condition or event which
constitutes a Default or an Event of Default during or at the end of the accounting period covered
by the attached financial statements or as of the date of this Certificate, except as set forth
below. .



     4. The financial covenant analyses and information set forth on Schedule 2 attached
hereto are true and accurate on and as of the date of this Certificate, except as set forth below.



     Described below are the exceptions, if any, to paragraphs 3 and 4, listing the nature of the
condition or event, the period during which it has existed and the action which the Borrower has
taken, is taking, or proposes to take with respect to each such condition or event:



 
 




 





     5. Attached hereto on Schedule 3 are the following: (a) a report containing, to the
extent not included in the deliveries under Sections 7.2.1, 7.2.2, or 7.2.3 of the Agreement for
all Individual Properties, a summary listing of all Net Operating Income, revenues, rent roll,



 









 




mortgage Debt, if any, and, in addition, for each Individual Property acquired during the quarter
just ended, the cost basis and the amount and terms of any assumed Debt; (b) a listing of all
filings by the Borrower or CSC with the SEC, including, without limitation, full copies of CSC’s
10-Q and 10-K filings and (c) Cash Flow Projections, as required by Section 7.2.1 and 7.2.2 of
the Agreement specifically identifying, without limitation, (i) any changes to the Cash Flow
Projection provided in the immediately prior Officer’s Certificate, (ii) any Distributions
projected during the next one-hundred and eighty (180) days and (iii) a consolidated Adjusted
FFO, (d) a list of any Major Leases entered into during the most recent fiscal quarter and any
existing Leases that became Major Leases during the most recent fiscal quarter and (e) any
material change in accounting policies required by GAAP or financial reporting practices by any
Loan Party or their Subsidiaries.




     Delivery of executed counterparts of this Compliance Certificate by telecopy or other
electronic means shall be effective as an original.



 









 





     IN WITNESS WHEREOF, the undersigned has executed this Certificate as of                               ,
                    .



	 	 	 	 	 
	 	CEDAR SHOPPING CENTERS PARTNERSHIP,

L.P., a Delaware limited partnership

 	 
	 	By:  	Cedar Shopping Centers, Inc., a Maryland corporation, its general partner
 	 
	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



SCHEDULE 1

to the Compliance Certificate




For the Quarter/Year ended                                         ,         



[Quarterly/Annual] Financial Statements



 









 





SCHEDULE 2

to the Compliance Certificate




For the Quarter/Year ended                                         ,        



[FINANCIAL COVENANT CALCULATIONS TO BE ATTACHED BY BORROWER]



 









 





SCHEDULE 3

to the Compliance Certificate




[TO BE ATTACHED BY BORROWER]



 









 





EXHIBIT D




FORM OF

ASSIGNMENT AND ASSUMPTION




          This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the
Effective Date set forth below and is entered into by and between [the] [each]2
Assignor identified in item 1 below ([the] [each, an] “Assignor”) and [the]
[each]3 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It
is understood and agreed that the rights and obligations of [the Assignors][the
Assignees]4 hereunder are several and not joint.]5 Capitalized terms used
but not defined herein shall have the meanings given to them in the Loan Agreement identified
below (the “Loan Agreement”), receipt of a copy of which is hereby acknowledged by the
Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed
to and incorporated herein by reference and made a part of this Assignment and Assumption as if
set forth herein in full.




          For an agreed consideration, [the] [each] Assignor hereby irrevocably sells and assigns to
[the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and
assumes from [the Assignor][the respective Assignors], subject to and in accordance with the
Standard Terms and Conditions and the Loan Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’]
rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under
the Loan Agreement and any other documents or instruments delivered pursuant thereto to the extent
related to the amount and percentage interest identified below of all of such outstanding rights
and obligations of [the Assignor] [the respective Assignors] under the respective facilities
identified below (including, without limitation, the Letters of Credit included in such facilities)
and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of
action and any other right of [the Assignor (in its capacity as a Lender)] [the respective
Assignors (in their respective capacities as Lenders)] against any Person, whether known or
unknown, arising under or in connection with the Loan Agreement, any other documents or instruments
delivered pursuant thereto or the loan transactions governed thereby or in any way based on or
related to any of the foregoing, including, but not limited to, contract claims, tort claims,
malpractice claims, statutory claims and all other claims at law or in equity related to the rights
and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and
assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being
referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and
assignment is without recourse to [the] [any] Assignor and, except as expressly






 




			
	2	 	For bracketed language here and elsewhere in this form relating to the Assignor(s), if
the assignment is from a single Assignor, choose the first bracketed language. If the assignment
is from multiple Assignors, choose the second bracketed language.
	 
	3	 	For bracketed language here and elsewhere in this form relating to the Assignee(s), if the
assignment is to a single Assignee, choose the first bracketed language. If the assignment is to
multiple Assignees, choose the second bracketed language.
	 
	4	 	Select as appropriate.
	 
	5	 	Include bracketed language if there are either multiple Assignors or multiple Assignees.




 









 









provided in this Assignment and Assumption, without representation or warranty by
[the] [any] Assignor.




	 	 	 	 	 	 	 

	1.

	 	Assignor[s]:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	2.

	 	Assignee[s]:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	[for each Assignee, indicate [Affiliate] [Approved Fund] of [identify Lender]]
	 
	 	 	 	 	 	 
	3.	 	Borrower: Cedar Shopping Centers Partnership, L.P.
	 
	 	 	 	 	 	 
	4.	 	Administrative Agent: Bank of America,
N.A., as the administrative agent under the Loan Agreement
	 
	 	 	 	 	 	 
	5.	 	Loan Agreement: Amended and
Restated Loan Agreement, dated as of November 10, 2009, among Cedar
Shopping Centers, L.P., the Lenders from time to time party
thereto, and Bank of America, N.A., as Administrative Agent and
L/C Issuer
	 
	 	 	 	 	 	 
	6.	 	Assigned Interest:






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Aggregate	 	Amount of	 	Percentage	 	 
	 	 	 	 	 	 	Amount of	 	Commitment	 	Assigned of	 	 
	 	 	 	 	Facility	 	Commitment/Loans	 	/Loans	 	Commitment/	 	CUSIP
	Assignor[s]6	 	Assignee[s]7	Assigned	for all Lenders8	 	Assigned	 	Loans9	 	Number
	 

	 	 	 	Commitment
	 	$                     
	 	$                     
	 	                     %
	 	 
	 

	 	 	 	Commitment
	 	$                     
	 	$                     
	 	                     %	 	 
	 

	 	 	 	Commitment
	 	$                     
	 	$                     
	 	                     %	 	 








 




			
	6	 	List each Assignor, as appropriate.
	 
	7	 	List each Assignee, as appropriate.
	 
	8	 	Amounts in this column and in the column immediately to the right to be adjusted by
the counterparties to take into account any payments or prepayments made between the Trade Date and
the Effective Date.
	 
	9	 	Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all
Lenders thereunder.




 









 









[7. Trade Date: _________________]10



Effective Date:                                         , 20      [TO BE INSERTED BY ADMINISTRATIVE
AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]



The terms set forth in this Assignment and Assumption are hereby agreed to:




	 	 	 	 	 
	 	ASSIGNOR

[NAME OF ASSIGNOR]

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 
	 
	 	ASSIGNEE

[NAME OF ASSIGNEE]

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 
	 



	 	 	 	 	 
	[Consented to and]11 Accepted:



BANK OF AMERICA, N.A., as

   Administrative Agent

 	 	 
	By:  	 	 	 
	 	Title: 	 	 
	 	 	 	 
	 
	[Consented to:]12

 	 	 
	By:  	 	 	 
	 	Title: 	 	 
	 	 	 	 
	 





 




			
	10	 	To be completed if the Assignor and the Assignee intend that the minimum assignment
amount is to be
determined as of the Trade Date.
	 
	11	 	To be added only if the consent of the Administrative Agent is required by the terms
of the Loan
Agreement.
	 
	12	 	To be added only if the consent of the Borrower and/or other parties (L/C
Issuer) is required by the
terms of the Loan Agreement.






 











 





ANNEX 1 TO ASSIGNMENT AND ASSUMPTION




STANDARD TERMS AND CONDITIONS FOR




ASSIGNMENT AND ASSUMPTION



     1. Representations and Warranties.



     1.1. Assignor. [The] [Each] Assignor (a) represents and warrants that (i) it is the
legal and beneficial owner of [the] [[the relevant] Assigned Interest, (ii) [the] [such] Assigned
Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full
power and authority, and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby; and (b) assumes no
responsibility with respect to (i) any statements, warranties or representations made in or in
connection with the Loan Agreement or any other Loan Document, (ii) the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral
thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or
any other Person obligated in respect of any Loan Document or (iv) the performance or observance by
the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective
obligations under any Loan Document.



     1.2. Assignee. [The][Each] Assignee (a) represents and warrants that (i) it has full
power and authority, and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby and to become a Lender under the
Loan Agreement, (ii) it meets all the requirements to be an assignee under the Loan Agreement
(subject to such consents, if any, as may be required under the Loan Agreement), (iii) from and
after the Effective Date, it shall be bound by the provisions of the Loan Agreement as a Lender
thereunder and, to the extent of [the] [the relevant] Assigned Interest, shall have the obligations
of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the
type represented by [the] [such] Assigned Interest and either it, or the Person exercising
discretion in making its decision to acquire [the] [such] Assigned Interest, or experienced in
acquiring assets of such type, (v) it has received a copy of the Loan Agreement, and has received
or has been accorded the opportunity to receive copies of the most recent financial statements
delivered pursuant to the terms of the Loan Agreement, as applicable, and such other documents and
information as it deems appropriate to make its own credit analysis and decision to enter into this
Assignment and Assumption and to purchase [the] [such] Assigned Interest, (vi) it has,
independently and without reliance upon the Administrative Agent or any other Lender and based on
such documents and information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Assignment and Assumption and to purchase [the] [such] Assigned
Interest, and (vii) if it is a Foreign Lender, attached hereto is any documentation required to be
delivered by it pursuant to the terms of the Loan Agreement, duly completed and executed by [the]
[such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon the
Administrative Agent, [the] [any] Assignor or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Loan Documents, and (ii)



 









 




it will perform in accordance with their terms all of the obligations which by the terms of the
Loan Documents are required to be performed by it as a Lender.




     2. Payments. From and after the Effective Date, the Administrative Agent shall make
all payments in respect of [the][each] Assigned Interest (including payments of principal,
interest, fees and other amounts) to [the] [the relevant] Assignor for amounts which have accrued
to but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have
accrued from and after the Effective Date.



     3. General Provisions. This Assignment and Assumption shall be binding upon, and inure
to the benefit of, the parties hereto and their respective successors and assigns. This
Assignment and Assumption may be executed in any number of counterparts, which together shall
constitute one instrument. Delivery of an executed counterpart of a signature page of this
Assignment and Assumption by telecopy shall be effective as delivery of a manually executed
counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed
by, and construed in accordance with, the law of the State of New York.



 









 





EXHIBIT E




FORM OF

ESTOPPEL CERTIFICATE




ESTOPPEL CERTIFICATE AND AGREEMENT



     WHEREAS,
               
               
           a      
                   
                 having an address at
                 
                
        (hereinafter, the “Landlord”), is the
owner in fee simple of that certain
parcel of real estate numbered             
                 
           , and commonly known as   
                 
                 
    ,
as more particularly described in Exhibit A annexed hereto
(hereinafter, the “Premises”);



     WHEREAS, the Landlord has leased the Premises to                                         , a
                                         having and address at                      
                
    (hereinafter, the
“Tenant”), pursuant to that certain ground lease dated as of                                          ___,                     
(hereinafter, with any amendments, modifications, extensions, replacements or renewals, the
“Lease”), a copy of which is attached hereto as Exhibit B and made a part hereof
(All capitalized terms used herein which are not otherwise defined shall have the meaning ascribed
to such term under the Lease);



     WHEREAS, Bank of America, N.A., a national banking, as administrative agent (hereinafter, the
“Agent”) on behalf of itself and certain other lenders (hereinafter, individually and
collectively referred to as the “Lender” or “Lenders”), has agreed to establish a
loan arrangement (hereinafter, the “Loan Arrangement”) with Cedar Shopping Centers
Partnership, L.P., a Delaware limited partnership (hereinafter, the “Borrower”);



     WHEREAS, the Tenant has substantial financial dealings with the Borrower and is affiliated
with the Borrower (by ownership and by contractual relationship and/or other meaningful business
relationship), and the extension of credit and the providing of financial accommodations to the
Borrower will enhance and benefit the business activities and interests of the Tenant;



     WHEREAS, as a condition to establishing the Loan Arrangement, the Agent and the Lenders
require that, among other collateral to be granted, the Tenant grant to the Agent, on behalf of
the Lenders, a leasehold mortgage in and to the rights of the Tenant to the Lease and the Premises
and a security interest in other property of the Tenant, said leasehold mortgage and security
interests to be created by the execution and delivery by the Tenant of that certain [DESCRIBE
LEASEHOLD MORTGAGE AGREEMENT] (hereinafter, with any extensions, modifications and amendments, the
“Leasehold Mortgage”);



     WHEREAS, as a further condition to establishing the Loan Arrangement, the Agent and the
Lenders require that the Landlord certify, represent, covenant, and agree to the matters described
in this Estoppel Certificate and Agreement (hereinafter, this “Estoppel Certificate”); and



 









 





     WHEREAS, it is in the best interest of the Landlord that the Loan Arrangement be established.



     NOW, THEREFORE, in consideration of the foregoing, and upon the request of the Agent and the
Lenders, Landlord and the Tenant hereby make the following representations and covenants:




	1.	 	The Landlord and Tenant represent that:






	 	1.1	 	the Lease is currently in full force and effect;
	 
	 	1.2	 	the Lease has not been modified or amended;
	 
	 	1.3	 	neither the Tenant nor Landlord is in default under the Lease, nor has any
event occurred which is, or solely with the passage of time would be, an event of
default under the Lease; and
	 
	 	1.4	 	the term of the Lease commences on
                    , ___ and expires on                     , ___.






	2.	 	The Landlord represents that all rent presently due under the Lease has been paid in full,
and no additional rent is presently due under the Lease; and as of the date of this Estoppel
Certificate, there are no other payments due and payable from the Tenant to the Landlord under
the Lease.
	 
	3.	 	The Landlord represents and warrants that its fee interest in the Premises is
unencumbered, except as set forth in Exhibit C attached hereto.
	 
	4.	 	The Landlord acknowledges and agrees that the interest of the Landlord in and to the Premises
and the Lease shall not be encumbered beyond that which such interests are encumbered as of
the date hereof in any manner whatsoever without the prior written consent of the Agent.
	 
	5.	 	The Landlord hereby:






	 	5.1	 	acknowledges and consents to the granting of the Leasehold Mortgage, and
acknowledges and recognizes that the Agent, as the mortgagee of the leasehold interest
in the Lease, is entitled to the benefit of all of the rights and privileges provided
to a leasehold mortgagee under the Lease;
	 
	 	5.2	 	recognizes the rights of the Agent, and any successor, assignee or transferee
of the Agent, in and to the Premises as described in the Leasehold Mortgage, and
consents to the exercise by the Agent of its rights under the Leasehold Mortgage upon
the occurrence of an event of default by the Tenant under the Leasehold Mortgage;




 









 












	 	5.3	 	recognizes the right of the Agent, and any successor, assignee or transferee of
the Agent, to exercise any options, including, without limitation, any renewal or ‘
extension options or rights of first refusal provided to the Tenant under the Lease,
and agrees that if, prior to the exercise by the Agent of its rights under the
Leasehold Mortgage, the Tenant fails to exercise within the applicable time periods
set forth in the Lease any option including, without limitation, any renewal or
extension option or right of first refusal, the Landlord shall notify the Agent as
attorney-in-fact for the Tenant and the Agent shall be authorized, at its option, to
exercise any option or right within sixty (60) days of receipt of such notice and
the Landlord shall recognize said exercise of any option or right by the Agent;
	 
	 	5.4	 	agrees that the interest of the Landlord in and to the Premises and the Lease
shall not be transferred or assigned unless the transferee or assignee provides a
written agreement to the Agent that (i) said transfer or assignment is subject to the
terms and conditions of the Lease, and this Estoppel Certificate, and (ii) the
transferee or assignee assumes the obligations of the Landlord thereunder and
hereunder;
	 
	 	5.5	 	acknowledges that notwithstanding the occurrence of any event of default
under the Lease, the Landlord will not terminate, or allow or suffer the termination
of, the Lease, without the prior written consent of Agent; and
	 
	 	5.6	 	agrees that notwithstanding the terms of the Lease, any and all insurance
proceeds or eminent domain or condemnation awards or proceeds with respect to the
Premises shall be subject to the approval of the Agent and shall be payable to the
Agent, or otherwise made available for the repair or restoration of the Premises, all
in accordance with the terms and provisions of the Leasehold Mortgage.






	6.	 	Upon notice to the Landlord by the Agent of the exercise of Agent’s rights against Tenant
(whether pursuant to the Leasehold Mortgage or otherwise) the Landlord shall:






	 	6.1	 	not interfere with any enforcement by the Agent of the Agent’s rights in and to
the personal property of the Tenant located on the Premises;
	 
	 	6.2	 	not distrain nor assert any claim against the personal property of Tenant;
	 
	 	6.3	 	permit the Agent to enter upon the Premises and remove the personal property
from the Premises, provided, the Agent agrees that it shall promptly repair, at the
Agent’s expense, any physical damage to the Premises caused by said removal; and
	 
	 	6.4	 	not interfere with the disposal of the personal property by sale (by public
auction or otherwise) conducted on the Premises.






	7.	 	Until such time as the Agent executes and records a discharge of the Leasehold Mortgage:




 









 












	 	7.1	 	no modifications, extensions, renewals or surrender of the Lease shall be
effective without the prior written consent of the Agent;
	 
	 	7.2	 	the Landlord shall not convey the Premises to the Tenant without the prior
written consent of the Agent;
	 
	 	7.3	 	any and all rights, easements and development agreements to be granted by, or
entered into with, the Landlord relative to the Premises shall not be granted or
entered into without the prior written consent of the Agent; and
	 
	 	7.4	 	the Landlord shall waive any provisions of the Lease which provide that Tenant
shall, upon request of the Landlord, subordinate the Lease to any lien of any
present or future mortgages granted by the Landlord.






	8.	 	In the event of any default by the Tenant under the Lease, the Landlord shall:






	 	8.1	 	cause a copy of any notice of default by the Tenant under the Lease or notice
of termination of the Lease to be sent to the Agent, and the Landlord agrees that any
such notice of default or termination shall not be deemed duly given and effective
unless and until a copy of such notice is actually received by the Agent; and
	 
	 	8.2	 	permit the Agent to cure or cause to be cured such default within thirty (30)
days of the receipt of notice from the Landlord of Tenant’s default if such default
may be cured by the payment of money, or, otherwise, within sixty (60) days of the
receipt of such notice.






	9.	 	If the Agent fails to cause any default of the Tenant under the Lease to be cured, or such
default is incapable of being cured, during the applicable time period, the Landlord shall
further refrain from exercising its rights and/or remedies under the Lease and shall not
terminate the Lease if the Agent has provided the Landlord with written notice that either:






	 	9.1	 	the Agent intends to cause the default to be cured and the Agent is diligently
pursuing the cure of such default; or
	 
	 	9.2	 	the Agent has or intends to make demand upon Tenant for payment or
performance under any agreement between Tenant and the Agent pertaining to the Loan
Arrangement and the Agent diligently pursues the exercise of its rights thereunder.






	10.	 	Any successor, assignee or transferee of the Agent shall have thirty (30) days from the
consummation of such succession, assignment, or transfer within which to cure or cause to be
cured any default of the Tenant under the Lease.
	 
	11.	 	Any default of the Tenant under the Lease which is cured or which is caused to be cured by
the Agent within the applicable cure period, shall be deemed to have been waived by




 









 









	 	 	the Landlord and the Landlord shall not be entitled to exercise any rights or remedies
granted to Landlord under the Lease on account of the occurrence of such default.
	 
	12.	 	In the event any default of Tenant under the Lease is incapable of being cured, the Landlord
shall, upon the request of the Agent, execute a new lease with the Agent upon the same terms
and conditions (but providing for the revival of any rights and/or options which may have
lapsed due to the Tenant’s action or inaction under the Lease) as the Lease and such new lease
shall have the same relative priority in right, title and interest in and to the Premises as
the Lease.
	 
	13.	 	The Agent shall not become liable for the obligations of the Tenant under the Lease unless
and until the Agent obtains possession of the Premises and expressly agrees to assume all such
obligations, and then, only for the period during which the Agent is in possession of the
Premises. Upon the sale, transfer or assignment by the Agent of its interest in the Lease
and/or the Premises, the Agent shall have no further liability to the Landlord.
	 
	14.	 	Whether or not the Agent assumes the obligations of Tenant pursuant to Section 13, above, the
Agent shall have no liability to the Landlord for any obligations of Tenant under the Lease
arising prior to such assumption by the Agent.
	 
	15.	 	All notices under this Estoppel Certificate shall be sent certified mail, return receipt
requested as follows:




If to Landlord:



     
                 
                 
                 
    



     
                 
                 
                 
    



    
                 
                  
                 
    



Attention:    
                  
                   
   



With a copy to:



      
                  
                  
                  



     
                  
                  
                 
  



     
                 
                 
                
     



Attention:    
                  
                   
   



If to the Tenant:



    
                 
                  
                 
    



     
                 
                 
                 
    



     
                 
                 
                 
    



Attention:    
                  
                   
   



With a copy to:



    
                 
                  
                 
    



     
                 
                 
                 
    



    
                 
                  
                 
    





Attention:                                         






 









 







If to the Agent:



Bank of America, N.A., in its capacity as Administrative Agent

Agency Management

101 N. Tryon Street

Mail Code: NC1-001-15-14

Charlotte, NC 28255

Attention: Maria McClain



With a copy to:



Moore & Van Allen PLLC

Suite 4700
 100 N. Tryon
Street
 Charlotte, NC
28202-4003
 Attention:
Justin M. Riess
 FAX No.: 
(704) 339-5882



All notices hereunder shall be deemed to have been received three (3) days after the date of
mailing in accordance with the above described requirements.





	16.	 	Upon the request of the Agent, the Landlord will provide the Agent with estoppel
certificates, in form acceptable to Agent, with respect to the status of the Lease and the
compliance by the Landlord and/or Tenant with regard to specific terms, provisions and
conditions set forth thereunder.
	 
	17.	 	Each party hereto agrees to execute such documents as may be reasonably required from time to
time to evidence or effectuate the terms and provisions hereof.
	 
	18.	 	This Estoppel Certificate is binding on, and shall inure to the benefit of, the Tenant, the
Agent, and the Landlord, and each of their successor and assigns.





     Delivery of executed counterparts of this Estoppel Certificate by telecopy or other electronic
means shall be effective as an original.



[The balance of this page is intentionally left blank]





 











 





     It is intended that this Estoppel Certificate take effect as a sealed instrument as of
this        day of                     ,             .



	 	 	 	 	 
	 	LANDLORD:





 


 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	TENANT:





 


 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	AGENT:



BANK OF AMERICA, N.A., in its capacity as

administrative agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



EXHIBIT A




Premises



(See Attached)



 









 





EXHIBIT B




Lease



(See Attached)



 









 





EXHIBIT C




Encumbrances



 









 





EXHIBIT F




FORM OF

CLOSING COMPLIANCE CERTIFICATE




Closing Date: November 10, 2009




To: Bank of America, N.A., as Administrative Agent




Ladies and Gentlemen:




          Reference is made to that certain Amended and Restated Loan Agreement, dated as of November
10, 2009 (as amended, restated, extended, supplemented or otherwise modified in writing from time
to time, the “Agreement;” the terms defined therein being used herein as therein defined),
among Cedar Shopping Centers Partnership, L.P. (the “Borrower”), the Lenders from time to
time party thereto, and Bank of America, N.A., as Administrative Agent and L/C Issuer. All
capitalized terms used herein which are not otherwise defined shall have the meaning ascribed to
such term under the Agreement.




          The undersigned Authorized Officer hereby certifies as of the date hereof that
he/she is the
                                                   of the Borrower, and that, as such,
 he/she
is authorized to execute and deliver this Certificate to
the Administrative Agent on the
behalf of the Borrower, and that:




          1. No Default or Event of Default has occurred or would occur after giving effect to the
Agreement, the Loan Documents and all Credit Extensions occurring on the Closing Date.




          2. The financial covenant analyses and information set forth on Schedule 1 attached
hereto are true and accurate on and as of the date set forth therein.




          3. The Borrower, CSC and each of the Borrowing Base Property Owners (both before and after
giving effect to the Credit Extensions occurring on the Closing Date) (a) is solvent, (b) has
assets having a fair value in excess of the amount required to pay such Person’s probable
liabilities and existing Debts as such become absolute and mature, and (c) has adequate capital for
the conduct of such Person’s business and the ability to pay such Person’s Debts from time to time
incurred in connection therewith as such Debts mature.




          4. No change has occurred in the financial condition, business, affairs, operations or control
of Borrower and/or the Loan Parties, since the date of their respective financial statements most
recently delivered to Administrative Agent or any of the Lenders, which change has had or could
reasonably be expected to have a Material Adverse Effect.




 









 







          5. All representations and warranties made by or on behalf of any of the Borrower and the
other Loan Parties, or any of them, to the Administrative Agent or any of the Lenders are true,
accurate and complete in all material respects and shall do not omit any material fact necessary to
make the same not misleading.




          6. There are not any actions, suits or proceedings at law or in equity or by or before any
governmental instrumentality or other agency or regulatory authority by any entity (private or
governmental) pending or, to the best of the Borrower’s knowledge, threatened with respect to the
Loan, the transactions contemplated in the Loan Documents, or the Borrower, any other Loan Party,
or any other Borrower Subsidiary, which are not fully covered (subject to deductibles) by an
insurance policy issued by a reputable and financially viable insurance company or, to the extent
not so covered, could (a) materially adversely affect a Borrowing Base Property or (b) have or
reasonably be expected to have a Material Adverse Effect.




          7. No Laws prohibit or adversely limit the capacity or authority of the Borrower or any Loan
Party to enter into the Loan Documents and perform the obligations of such Person with respect
thereto.




          8. There has not been any material unrepaired or unrestored damage or destruction by fire or
otherwise to any of the real or tangible personal property comprising the Borrowing Base
Properties.




          9. No third party consents and/or agreements are required with respect to entering into the
Loan Documents or performing the obligations thereunder.




          10. On or before the date hereof, the Borrower shall have received gross cash proceeds from
CSC of not less than $39,999,996 as a result of the issuance of common equity interests by CSC (the
“Equity Investment”). The proceeds of the Equity Investment have been applied by the
Borrower to reduce not less than $36,000,000 of debt under the Existing Loan Agreement.





     Delivery of executed counterparts of this Compliance Certificate by telecopy or other
electronic means shall be effective as an original.



 









 





          IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the date and year set
forth above.




	 	 	 	 	 
	 	CEDAR SHOPPING CENTERS PARTNERSHIP, L.P., a

Delaware limited partnership



By: Cedar Shopping Centers, Inc., a Maryland

       corporation, its general partner

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



SCHEDULE 1

to the Closing Certificate




[TO BE COMPLETED BY BORROWER]




 











 





EXHIBIT G




FORM OF

GUARANTY




     This unconditional guaranty (hereinafter, the “Guaranty”) is given pursuant to the
terms and conditions of that certain Amended and Restated Loan Agreement, dated as of November 10,
2009 (as amended, restated, extended, supplemented or otherwise modified in writing from time to
time, the “Loan Agreement”), among Cedar Shopping Centers Partnership, L.P. (the
“Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as
Administrative Agent and L/C Issuer (in such capacity as Administrative Agent, the
“Agent”). Capitalized terms used herein and not otherwise specifically defined shall have
the same meaning herein as in the Loan Agreement.



     FOR VALUE RECEIVED, and to induce Agent and the Lenders to extend credit to the Borrower as
provided for in the Loan Agreement and the other Loan Documents, [INSERT GUARANTOR NAME]
(hereinafter, the “Guarantor”), hereby unconditionally agrees as follows:



     1. Guaranty. Guarantor, as a primary party and not merely as a surety,
unconditionally and irrevocably guarantees the prompt and full payment (and not merely the
collectibility), performance, and observance of all of the obligations, terms and conditions to be
paid, performed or observed by Borrower under the Note, Loan Agreement and each other Loan
Document, to or on behalf of the Agent, the Lenders, or any one of them, each as the same may be
hereafter amended, modified, extended, renewed or recast, including, without limitation, all of
the Obligations and the payment of all principal, interest, fees and other charges when due under
the Note, the Loan Agreement and each other Loan Document (hereinafter, the “Guaranteed
Obligations”).



     Upon the occurrence of and during the continuance of any Event of Default under the Loan
Agreement, or any of the other Loan Documents, or if Agent has accelerated the Loan pursuant to a
right to do so under the Loan Agreement, Agent may at its option proceed directly and at once,
without notice (except as otherwise provided under the Loan Agreement), against Guarantor
hereunder, without proceeding against Borrower, any other Guarantor, or any other person or other
Collateral for the Obligations or the Guaranteed Obligations.



     If Borrower, or Guarantor if so required, shall fail or refuse to perform or continue
performance of all of the Obligations on the part of Borrower to be kept and performed, then, if
an Event of Default exists on account thereof under the Loan Documents or this Guaranty, in
addition to any other rights and remedies which Agent or any Lender may have hereunder or
elsewhere, and not in limitation thereof, Agent or any Lender, at such party’s option, may
exercise any or all of its rights and remedies under the Loan Agreement and each other Loan
Document.



     This Guaranty shall survive and continue in full force and effect beyond and after the
payment and satisfaction of the Guaranteed Obligations and the Obligations in the event Agent



 









 




or any Lender is required to disgorge or return any payment or property received as a result of
any laws pertaining to preferences, fraudulent transfers or fraudulent conveyances.




     2. Waivers. Guarantor hereby waives and relinquishes to the fullest extent
now or hereafter not prohibited by applicable law:



     (a) all suretyship defenses and defenses in the nature thereof;



     (b) any right or claim of right to cause a marshalling of the assets of Borrower or of any
Collateral, or to cause Agent to proceed against any of the other security for the Guaranteed
Obligations or the Obligations before proceeding under this Guaranty against Guarantor, or, if
there shall be more than one Guarantor, to require Agent to proceed against any other Guarantor or
any of Guarantors in any particular order;



     (c) until satisfaction in full of the Obligations of the Borrower to the Agent and the
Lenders, and the satisfaction in full of the Guaranteed Obligations, all rights and remedies,
including, but not limited to, any rights of subrogation, contribution, reimbursement, exoneration
or indemnification pursuant to any agreement, express or implied, or now or hereafter accorded by
applicable law to indemnitors, guarantors, sureties or accommodation parties; provided, however,
unless Agent otherwise expressly agrees in writing, such waiver by any particular Guarantor shall
not be effective to the extent that by virtue thereof such Guarantor’s liability under this
Guaranty or under any other Loan Document is rendered invalid, voidable, or unenforceable under any
applicable state or federal law dealing with the recovery or avoidance of so-called preferences or
fraudulent transfers or conveyances or otherwise;



     (d) notice of the acceptance hereof, presentment, demand for payment, protest, notice of
protest, or any and all notice of nonpayment, nonperformance, nonobservance or default, or other
proof or notice of demand whereby to charge Guarantor therefor;



     (e) the pleading of any statute of limitations as a defense to Guarantor’s obligations
hereunder; .



     (f) the right to a trial by jury in any matter related to this Guaranty; and



     (g) the benefit of all other provisions of law which may be validly waived.



     GUARANTOR, AGENT AND LENDERS MUTUALLY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE
THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON THIS GUARANTY, ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS GUARANTY OR ANY OF THE OTHER LOAN DOCUMENTS OR ANY COURSE OF
CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY,
INCLUDING, WITHOUT LIMITATION, ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS OR ACTIONS OF
AGENT OR ANY LENDER RELATING TO THE ADMINISTRATION OF THE LOAN OR ENFORCEMENT OF THE LOAN
DOCUMENTS, AND AGREE THAT NONE OF THE PARTIES WILL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY
OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EXCEPT AS PROHIBITED BY LAW,



 









 




GUARANTOR HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION ANY SPECIAL,
EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL
DAMAGES. GUARANTOR CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF AGENT OR ANY LENDER HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT AGENT OR ANY LENDER WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER. THIS WAIVER IS GIVEN AS A MATERIAL INDUCEMENT TO
AGENT AND THE LENDERS TO ACCEPT THIS GUARANTY AND TO MAKE THE LOAN.




     3. Cumulative Rights. Agent’s and any Lender’s rights under this Guaranty shall be
in addition to and not in limitation of all of the rights and remedies of Agent and any Lender
under the Loan Documents. All rights and remedies of Agent and any Lender shall be cumulative
and may be exercised in such manner and combination as Agent or any Lender may determine.



     4. No Impairment. The liability of Guarantor hereunder shall in no way be limited
or impaired by, and Guarantor hereby assents to and agrees to be bound by, any amendment or
modification of the provisions of the Loan Documents to or with Agent or any Lender by Borrower
or any other Guarantor or any person who succeeds Guarantor as owner of a Collateral Property
(hereinafter, the “Property”). In addition, the liability of Guarantor under this
Guaranty and the other Loan Documents shall in no way be limited or impaired by:



     (a) any extensions of time for performance required by any of the Loan Documents;



     (b) any amendment to or modification of any of the Loan Documents;



     (c) any sale or assignment of the Loan or any sale, assignment or foreclosure of the
Security Documents, or any sale, transfer or exchange of all or part of the Property;



     (d) any exculpatory, or nonrecourse, or limited recourse, provision in any of the Loan
Documents limiting Agent’s or any Lender’s recourse to the Property secured by any Security
Document, or to any other property, or limiting Agent’s or any Lender’s rights to a deficiency
judgment against Borrower or any other person or entity;



     (e) the accuracy or inaccuracy of any of the representations or warranties made by or on
behalf of Borrower, any general partner, owner, principal, or agent of Borrower, or Guarantor,
under any Loan Document or otherwise;



     (f) the release of Borrower, any general partner, owner, principal, or agent of Borrower,
or any other person or entity, from performance or observance of any of the agreements,
covenants, terms or conditions contained in any of the Loan Documents by operation of law,
Agent’s or any Lender’s voluntary act, or otherwise;



     (g) the filing of any bankruptcy or reorganization proceeding by or against Borrower, any
general partner, owner, principal, or agent of Borrower, Guarantor, or any subsequent owner of
the Property;



 









 





     (h) the release or substitution in whole or part of any collateral or security for the
Obligations or the Guaranteed Obligations;



     (i) Agent’s failure to record any Security Document or file any UCC financing statements, or
Agent’s improper recording or filing of any thereof, or Agent’s failure to otherwise perfect,
protect, secure, or insure any security interest or lien given as security for the Obligations or
the Guaranteed Obligations;



     (j) the release of any other party now or hereafter liable upon or in respect of this
Guaranty or any of the other Loan Documents; or



     (k) the invalidity or unenforceability of all or any portion of any of the Loan Documents as
to Borrower, any Guarantor, or any other person or entity.



     Any of the foregoing may be accomplished with or without notice to Borrower, any general
partner, owner, principal, or agent of Borrower, or any Guarantor, and with or without
consideration.



     5. Delay Not Waiver. No delay on Agent’s or any Lender’s part in exercising any
right, power or privilege hereunder or under any of the Loan Documents shall operate as a waiver
of any such privilege, power or right. No waiver by Agent or any Lender in any instance shall
constitute a waiver in any other instance.



     6. Warranties and Representations. Guarantor warrants and represents to Agent and
each of the Lenders for the express purpose of inducing Agent and the Lenders to enter into the
Loan Agreement, to make each Loan Advance, to accept this Guaranty, and to otherwise complete the
transactions contemplated by the Loan Agreement, as to such Guarantor, that as of the date of this
Guaranty, upon the date of each Loan Advance, and at all times thereafter until the Loan is repaid
and all Guaranteed Obligations to Agent and the Lenders have been satisfied in full, as follows:



     (a) Incorporation by Reference. Each warranty and representation made by
Guarantor in the Environmental Indemnity Agreement is true, accurate and complete and is
incorporated herein by reference.



     (b) Financial Information. Copies of the financial statements of Guarantor have been
delivered to Agent and each Lender and each of the same fairly present Guarantor’s financial
condition as of the dates thereof and no material and adverse change has occurred in Guarantor’s
financial condition or business since the respective dates thereof; and each financial statement
of Guarantor submitted in the future shall fairly present Guarantor’s financial condition as of
the dates thereof;



     (c) No Violation. The payment and performance by Guarantor of the Guaranteed
Obligations, Guarantor’s obligations under the Loan Agreement, this Guaranty, the Security
Documents, the Environmental Indemnity Agreement, and any other Loan Document, does not and shall
not constitute a violation of any law, order, regulation, contract or agreement to which Guarantor
is a party or by which Guarantor or Guarantor’s property may be bound;



 









 





     (d) No Litigation. There is no material litigation now pending or, to the best of
Guarantor’s knowledge threatened in writing, against Guarantor which, if adversely decided would
materially impair the ability of Guarantor to pay and perform the Guaranteed Obligations,
Guarantor’s obligations under the Loan Agreement, this Guaranty, the Security Documents, the
Environmental Indemnity Agreement, or any other Loan Document.



     (e) Entity Matters. The Guarantor is a duly organized, validly existing entity
organized and in good standing under the laws of the State of [INSERT APPLICABLE STATE], and has
all requisite power and authority to conduct its business and to own its property as now conducted
or owned, and is qualified to do business in all jurisdictions where the nature and extent of its
business is such that such qualification is required by law.



     (f) Valid and Binding. Each of the Loan Documents to which Guarantor is a party
constitutes Guarantor’s legal, valid and binding obligation in accordance with the respective terms
thereof, subject to bankruptcy, insolvency and similar laws of general application affecting the
rights and remedies of creditors and with respect to the availability of remedies of specific
enforcement subject to the discretion of the court before which proceedings therefor may be
brought.



     (g) Solvency. Guarantor is solvent and is not rendered insolvent by the obligations
undertaken in this Guaranty. Guarantor is not contemplating either the filing of a petition or
proceeding under any state or federal bankruptcy or insolvency or reorganization laws or the
liquidating of all or a major portion of Guarantor’s property, and Guarantor has no knowledge of
any such petition or proceeding being filed against any other Guarantor.



     (h) Material Economic Benefit. The granting of the Credit Extensions to Borrower will
constitute a material economic benefit to Guarantor.



     7. Notices. Any notice or other communication in connection with this Guaranty shall
be in writing and (i) deposited in the United States mail, postage prepaid by registered or
certified mail, (ii) hand delivered by any commercially recognized courier service or overnight
delivery service such as Federal Express, or (ii) sent by facsimile transmission if a FAX number
is designated below, addressed as follows:



          If to Guarantor:



[INSERT GUARANTOR ENTITY]
 44 South Bayles
Avenue
 Port Washington, New York

Attention: Leo S. Ullman
 FAX Number:
(516) 767-6497



and



Attention: Lawrence E. Kreider, Jr.








 









 








          with copies by regular mail or such hand delivery or facsimile transmission to:



Stroock & Stroock & Lavan LLP
 180
Maiden Lane

New York, New York 10038-4982

Attention: Karen Scanna, Esquire

FAX Number: (212) 806-6006




          If to Agent:



Bank of America, N.A., in its capacity as Administrative Agent

Agency Management

101 N. Tryon Street

Mail Code: NC1-001-15-14

Charlotte, NC 28255

Attention: Maria McClain




          with copies by regular mail or such hand delivery or facsimile transmission to:



Moore & Van Allen PLLC

Suite 4700

100 N. Tryon Street

Charlotte, NC 28202-4003

Attention: Justin M. Riess

FAX No.: (704) 339-5882



Any such addressee may change its address for such notices to any other address in the United
States as such addressee shall have specified by written notice given as set forth above.




     All periods of notice shall be measured from the deemed date of delivery. A notice shall be
deemed to have been given, delivered and received upon the earliest of: (i) if sent by such
certified or registered mail, on the third Business Day following the date of post-mark, or (ii) if
hand delivered by such courier or overnight delivery service, when so delivered or tendered for
delivery during customary business hours on a Business Day at the specified address, or (iii) if so
mailed, on the date of actual receipt (or tender of delivery) as evidenced by the return receipt,
or (iv) if so delivered, upon actual receipt, or (v) if facsimile transmission is a permitted means
of giving notice, upon receipt an evidenced by confirmation.



     8. No Oral Change. No provision of this Guaranty may be changed, waived,
discharged, or terminated orally (in person or by telephone) or by any other means except by an
instrument in writing signed by the party against whom enforcement of the change, waiver or
discharge or termination is sought.



     9. Parties Bound; Benefit. This Guaranty shall be binding upon Guarantor and
Guarantor’s respective successors, assigns, heirs and personal representatives and shall be for the
benefit of Agent and each Lender, and of any subsequent holder of Agent’s or any Lender’s interest
in the Loan and of any owner of a participation interest therein. In the event the interest



 









 




of Agent or any other Lender under the Loan Documents is sold or transferred, then the liability of
the Guarantor to Agent or such Lender shall then be in favor of both the Agent or Lender originally
named herein and each subsequent holder of Agent’s or Lender’s interest therein, to the extent of
their respective interests.




     10. Joint and Several. If there is more than one (1) Guarantor, the obligations of
each Guarantor, and such Guarantor’s respective successors, assigns, heirs and
personal representatives, shall be and remain joint and several.



     11. Partial Invalidity. Each of the provisions hereof shall be enforceable against
Guarantor to the fullest extent now or hereafter not prohibited by applicable law. The invalidity
or unenforceability of any provision hereof shall not limit the validity or enforceability of each
other provision hereof.



     12. Governing Law. This Guaranty and the rights and obligations of the parties
hereunder shall in all respects be governed by and construed and enforced in accordance with the
internal laws of the State of New York. Agent or any Lender may enforce its rights hereunder and
under the other Loan Documents, including, but not limited to, its rights to sue Guarantor or to
collect any outstanding indebtedness in accordance with applicable law.



     13. Consent to Jurisdiction. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY
SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS
OF THE STATE OF NEW YORK LOCATED WITHIN THE FIRST DEPARTMENT OF THE NEW YORK STATE UNIFIED COURT
SYSTEM AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW
YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY
JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL
CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK
STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF
THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE
CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER
MANNER PROVIDED BY LAW. NOTHING IN THIS GUARANTY OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY
RIGHT THAT THE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR
PROCEEDING RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT AGAINST THE GUARANTOR OR ANY OTHER
LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. Guarantor hereby agrees
and consents that in addition to any methods of service of process provided for under applicable
law, all service of process in any such suit, action or proceeding in any New York State or Federal
Court located within the Southern District of the State of New York may be made by certified or
registered mail, return receipt requested, directed to Guarantor at the address indicated in
Section 7 above and service so made shall be deemed completed five (5) days after the same shall
have been so mailed.






 









 





     14. Additional Covenant of the Guarantor. Guarantor shall pay, perform, observe and
comply with all of the obligations, terms, covenants and conditions set forth in this Guaranty, the
Security Documents, the Environmental Indemnity Agreement, and the other Loan Documents to which
Guarantor is a party, and by any provisions of the Loan Agreement specifically applicable to
Guarantor.



     15. Subordination.



     (a) Except as may be otherwise specifically provided for in the Loan Agreement with respect to
Permitted Distributions, any indebtedness of Borrower to Guarantor, or to any affiliated entity,
now or hereafter existing together with any interest thereon shall be, and such indebtedness is,
hereby deferred, postponed and subordinated to the prior, full and Non-Contestable Payment and
satisfaction of all Obligations of Borrower to the Agent and the Lenders. Payment and
satisfaction of the Obligations shall be deemed “Non-Contestable Payment” only upon such payment
and satisfaction and the expiration of all periods of time within which a claim for the recovery of
a preferential payment, or fraudulent conveyance, or fraudulent transfer, in respect of payments
received by Agent or any Lender as to the Obligations could be filed or asserted with: (A) no such
claim having been filed or asserted, or (B) if so filed or asserted, the final, non-appealable
decision of a court of competent jurisdiction denying the claim or assertion.



     (b) Except as may be otherwise specifically provided for in the Loan Agreement with respect to
Permitted Distributions, at all times until the full and Non-Contestable Payment and satisfaction
of the Obligations of Borrower to Agent and the Lenders with respect to the Loan (and including
interest accruing on the Loan Advances after the commencement of a case by or against Borrower
under any Debtor Relief Laws now or hereafter in effect, which interest the parties agree shall
remain a claim that is prior and superior to any claim of Guarantor or any affiliated entity
notwithstanding any contrary practice, custom or ruling in cases under the Debtor Relief Laws, as
now or hereafter in effect, generally), Guarantor, and each affiliated entity, agrees not to accept
any payment or satisfaction for any kind of indebtedness of Borrower to Guarantor, or any
affiliated entity, and hereby assigns such indebtedness to Agent, on behalf of the Lenders,
including, but not limited to, the right to file proofs of claim and to vote thereon in connection
with any such case under any Debtor Relief Laws, as now or hereafter in effect, and the right to
vote on any plan of reorganization.



     (c) Any mortgage, security interest, lien or charge on the Collateral, all rights therein and
thereto, and on the revenue and income to be realized therefrom, which Guarantor, or any affiliated
entity, may have or obtain as security for any loans, advances, indebtedness or costs, shall be,
and such mortgage, security interest, lien or charge hereby is, subordinated to the full and
Non-Contestable Payment and satisfaction of all Obligations of Borrower to Agent and the Lenders.



     (d) In addition to the foregoing, and not in limitation thereof, until the full payment and
satisfaction of all Obligations of Borrower to Agent and the Lenders, any claims of Guarantor, or
any affiliated entity, of subrogation, contribution, reimbursement, exoneration, indemnification,
or reimbursement arising out of any payment made on this Guaranty, whether such claim is based upon
an express or implied contract, or operation of law, are hereby waived;



 









 




provided, however, unless Agent otherwise expressly agrees in writing, such waiver by Guarantor
shall not be effective to the extent that by virtue thereof Guarantor’s liability under this
Guaranty or under any other Loan Document is rendered invalid, voidable, or unenforceable under any
applicable state or federal law dealing with the recovery or avoidance of so-called preferences or
fraudulent conveyances or otherwise.




     16. Legal Fees, Costs and Expenses. Guarantor further agrees to pay within thirty
(30) days after demand all costs and expenses reasonably incurred by Agent and the Lenders, or
their successors or assigns, in connection with enforcing any of the rights or remedies of Agent or
any Lender, or such successors or assigns, under or with respect to this Guaranty including, but
not limited to, attorneys’ fees and the out-of-pocket expenses and disbursements of such attorneys.
Any such amounts which are not paid within thirty (30) days of demand therefor shall bear interest
at the Default Rate from the date of demand until paid.



     17. Setoff. Subject to the terms of this Section 17, Guarantor hereby grants to Agent
and each of the Lenders, a lien, security interest and right of setoff as security for all
liabilities and obligations to Agent and the Lenders, whether now existing or hereafter arising,
upon and against all deposits, credits, collateral and property, now or hereafter in the
possession, custody, safekeeping or control of Agent or any Lender or any entity under the control
of Agent or Lender, or in transit to any of them. At any time, from and after the occurrence of and
during the continuance of an Event of Default, Agent or any Lender may set off the same or any part
thereof and apply the same to any liability or obligation of Guarantor even though unmatured and
regardless of the adequacy of any other collateral securing the Loan. Within five (5) Business Days
of making any such set-off, Agent agrees to notify Guarantor thereof, provided that the failure by
Agent to give such notice shall not affect the validity of such set-off. ANY AND ALL RIGHTS TO
REQUIRE AGENT OR ANY LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL
WHICH SECURES THE LOAN, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS,
CREDITS OR OTHER PROPERTY OF THE GUARANTOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY
WAIVED.



     18. Delivery of executed counterparts of this Guaranty by telecopy or other electronic means
shall be effective as an original.



[The balance of this page is intentionally left blank]








 









 








     Witness the
 execution and delivery hereof as an instrument under seal as of the _____
day of _____, _______.


GUARANTOR:





 











 





EXHIBIT H




FORM OF

ENVIRONMENTAL INDEMNITY AGREEMENT




     This Environmental Compliance and Indemnity Agreement (hereinafter, the “Environmental
Indemnity Agreement” or “Agreement”) is given pursuant to the terms and conditions of
a certain Amended and Restated Loan Agreement, dated as of November 10, 2009 (as amended,
restated, extended, supplemented or otherwise modified in writing from time to time, the “Loan
Agreement”), among Cedar Shopping Centers Partnership, L.P. (the “Borrower”), the
Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and
L/C Issuer (in such capacity as Administrative Agent, the “Agent”). Capitalized terms used
herein and not otherwise specifically defined shall have the same meaning herein as in the Loan
Agreement.



     As used herein:



     (A) The term “Environmental Legal Requirements” shall mean all applicable present or
future federal, state, county and local laws, by-laws, rules, regulations, codes and ordinances, or
any judicial or administrative interpretations thereof, and the requirements of any
governmental agency or authority having or claiming jurisdiction with respect thereto, applicable
to the regulation or protection of the environment, the health and safety of persons and property
and all other environmental matters and shall include, but not be limited to, all orders, decrees,
judgments and rulings imposed through any public or private enforcement proceedings, relating to
Hazardous Materials or the existence, use, discharge, release, containment, transportation,
generation, storage, management or disposal thereof, or otherwise regulating or providing for the
protection of the environment applicable to the Property and relating to Hazardous Materials, or to
the existence, use, discharge, release or disposal thereof. Environmental Legal Requirements
presently include, but are not limited to, the following laws: Comprehensive Environmental Response
Compensation and Liability Act (42 U.S.C. §9601 et seq.), the Hazardous Materials
Transportation Act (49 U.S.C. §1801 et seq.), the Public Health Service Act (42 U.S.C.
§300(f) et seq.), the Pollution Prevention Act (42 U.S.C. §13101 et seq.),
the Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C. §136 et seq.), the
Resource Conservation and Recovery Act (42 U.S.C. §6901 et seq.), the Federal Clean Water
Act (33 U.S.C. §1251 et seq.), The Federal Clean Air Act (42 U.S.C. §7401 et
seq.), and the applicable laws and regulations of the State of [insert applicable state].



     (B) The term “Hazardous Materials” shall mean asbestos, mold, flammable materials,
explosives, radioactive or nuclear substances, polychlorinated biphenyls, other carcinogens, oil
and other petroleum products, radon gas, urea formaldehyde, chemicals, gases, solvents,
pollutants, contaminants, and any other hazardous or toxic materials, wastes and substances which
are defined, determined or identified as such in any present or future federal, state or local laws,
by-laws, rules, regulations, codes or ordinances or any judicial or administrative
interpretation thereof.



     (C) The term “Property” shall mean the land known as [INSERT AS APPLICABLE].



 









 





     (D) The term “Surrounding Property” shall mean any property located within one hundred
(100) feet of the perimeter of the Property.



     (E) The term “Guarantor” shall mean, jointly and severally, [INSERT GUARANTOR NAME]



     (F) The term “Indemnitors” shall mean Borrower and Guarantor.



     (G) The term “Indemnified Party” shall mean: (i) Agent and each of the Lenders; (ii)
all those claiming by, through or under Agent or any Lender, including any subsequent holder of the
Loan and any present or future owner of a participation interest therein; (iii) any subsequent
owner or tenant of all or any portion of the Property following the exercise by Agent of its rights
under the Loan Agreement, the Guaranty or the other Loan Documents, including, but not limited to,
a foreclosure sale or deed in lieu thereof; and (iv) as to each of the foregoing, their respective
affiliate, parent and subsidiary corporations, and, as applicable, the respective officers,
directors, stockholders, agents, employees, accountants and attorneys of any one or more of them,
and any person, firm or entity which controls, is controlled by, controlling, or under common
control with, any one or more of them.



     (H) The term “Environmental Enforcement Action” shall mean all actions, orders,
requirements or liens instituted, threatened in writing, required, completed, imposed or placed by
any governmental authority and all claims made or threatened in writing by any other person
against or with respect to the Property, or any present or past owner or occupant thereof, arising
out of or in connection with any of the Environmental Legal Requirements, any environmental
condition, or the assessment, monitoring, clean-up, containment, remediation or removal of, or
damages caused or alleged to be caused by, any Hazardous Materials (i) located on or under the
Property, or (ii) emanating from the Property.



     (I) The
terms “generated,” “stored,” “transported,”
“utilized” “disposed,” “managed,” “released” and “threat of
release,” and all conjugates thereof, shall have the meanings and definitions set forth in the
Environmental Legal Requirements.



     (J) The term “Environmental Reports” shall mean those written reports with respect to
environmental matters affecting the Property furnished to the Agent prior to the execution of this
Agreement.



     FOR VALUE RECEIVED, and to induce Agent and the Lenders to grant the Loan and extend credit
to the Borrower as provided for in the Loan Agreement and the other Loan Documents, Indemnitors
hereby unconditionally agree as follows:


1. Compliance with Environmental Legal Requirements:




     (a) Compliance. Until the full satisfaction of the Obligations, and full satisfaction
of the Guaranteed Obligations (as defined in the Guaranty executed by the Guarantor), as
applicable, the Indemnitors hereby guaranty that the Indemnitors shall comply in all materials
respects with all Environmental Legal Requirements applicable to the Property, and that the
Indemnitors shall take all remedial action necessary to avoid any liability of the Indemnitors or
any Indemnified Party, or any subsequent owner of the Property, and to avoid the imposition of,



 









 




or to discharge (by payment, bonding, or otherwise), any liens on the Property, as a result of any
failure to comply with Environmental Legal Requirements applicable to the Property.





     (b) Prohibitions. Without limitation upon the generality of foregoing,
Indemnitors and each of them agree that they:




     (i) shall not release or permit any release of any Hazardous Materials on the
Property;




     (ii) shall not generate or permit any Hazardous Materials to be generated on the
Property;




     (iii) shall not except in strict compliance with all Environmental Legal
Requirements, store, or utilize, or permit any Hazardous Materials to be stored or
utilized on the Property;




     (iv) shall not dispose of or permit any Hazardous Materials to be disposed of on the
Property;




     (v) shall not fail to operate, maintain, repair and use the Property in accordance
with all Environmental Legal Requirements; or




     (vi) shall use commercially reasonable efforts not to allow, permit or suffer any
other person or entity to operate, maintain, repair and use the Property except in
accordance with Environmental Legal Requirements.


2. Notice of Conditions. Indemnitors shall provide Agent with prompt written notice, but in
no event later than ten (10) Business Days after obtaining any actual knowledge or actual notice
thereof, of any of the following conditions: (i) the presence, or any release or threat of release,
of any Hazardous Materials on, under or from the Property, whether or not caused by any of the
Indemnitors; (ii) any Environmental Enforcement Action instituted or threatened with respect to the
Property; or (iii) any condition or occurrence on the Property that may constitute a violation of
any of the Environmental Legal Requirements with respect to the Property.



3. Indemnitors’ Agreement to take Remedial Actions.




     (a) Remedial Actions. Upon any of the Indemnitors becoming aware of the violation of
any Environmental Legal Requirement related to the Property, or the presence, or any release or any
threat of release, of any Hazardous Materials on, under, or from the Property, whether or not
caused by any of the Indemnitors, Indemnitors shall, subject to the rights to contest set forth in
Section 6, immediately take all actions to cure or eliminate any such violation of any such
Environmental Legal Requirement and, where required by any such Environmental Legal Requirement,
to arrange for the assessment, monitoring, clean-up, containment, removal, remediation, or
restoration of the Property.



     (b) Security For Costs. If the potential costs associated with the actions required
in Section 3(a), the release of any lien against the Property, and the release or other
satisfaction of the liability, if any, of any of the Indemnitors with respect to the Property
arising under or related



 









 




to any of the Environmental Legal Requirements or any Environmental Enforcement Action are
determined by Agent, in good faith, to exceed $500,000.00, Agent shall have the right to require
the Indemnitors to provide, and the Indemnitors shall provide, within thirty (30) days after
written request therefor, a bond, letter of credit or other similar financial assurance, in form
and substance satisfactory to Agent, in its good faith judgment, evidencing to Agent’s reasonable
satisfaction that the necessary financial resources will be unconditionally available to pay for
all of the foregoing.




     (c) Environmental Assessments. Agent shall have the right to require the Indemnitors,
at their own cost and expense, to obtain a professional environmental assessment of the Property in
accordance with Agent’s then standard environmental assessment requirements and sufficient in scope
to comply with the requirements of Section 4 upon the occurrence of any one or more of the
following events: (i) an Event of Default, or (ii) upon receipt of any notice of any of the
conditions specified in Section 2 of this Agreement.


4. Agent’s Rights to Inspect the Property and Take Remedial Actions.




     (a) Agent’s Rights. So long as any of the Loan Documents shall remain in force and
effect, Agent shall have the right, but not the obligation, through such representatives or
independent contractors as it may designate, to enter upon the Property, at reasonable times and
upon reasonable notice to the Indemnitors and subject to the rights of any tenants at the
Property, and to expend funds to:




     (i) Assessments. Cause one (1) or more environmental assessments of the
Property to be undertaken, if Agent in its reasonable discretion determines that any of the
conditions set forth in Section 2 exists. Such environmental assessments may include,
without limitation, (A) detailed visual inspections of the Property, including without
limitation all storage areas, storage tanks, drains, drywells and leaching areas; (B) the
taking of soils and surface and sub-surface water samples; (C) the performance of soils and
ground water analysis; and (D) the performance of such other investigations or analysis as
are reasonably necessary and consistent with sound professional environmental engineering
practice in order for Agent to obtain a complete assessment of the compliance of the
Property and the use thereof with all Environmental Legal Requirements and to make a
determination as to whether or not any of the conditions set forth in Section 2 exists;




     (ii) Cure. Cure any breach of the representations, warranties, covenants and
conditions made by or imposed upon Indemnitors under this Agreement including without
limitation any violation by any of Indemnitors, or by the Property, or by any other
occupant, prior occupant or prior owner thereof, of any of the Environmental Legal
Requirements applicable to the Property;




     (iii) Prevention and Precaution. Take all actions as are necessary to (A)
prevent the migration of Hazardous Materials on, under, or from the Property to any other
property; (B) clean-up, contain, remediate or remove any Hazardous Materials on, under, or
from any other property which Hazardous Materials originated on, under, or from the



 









 






Property; or (C) prevent the migration of any Hazardous Materials on, under, or from any
other property to the Property;




     (iv) Environmental Enforcement Actions. Comply with, settle, or otherwise
satisfy any Environmental Enforcement Action including, but not limited to, the payment of
any funds or penalties imposed by any governmental authority and the payment of all amounts
required to remove any lien or threat of lien on or affecting the Property; provided,
however, that the Agent shall not be permitted to take any such action so long as (i) the
Borrower, or any other Indemnitor, is exercising its rights under Section 6 of this
Agreement, and (ii) no Event of Default has occurred and is continuing; and




     (v) General. Comply with, settle, or otherwise satisfy any Environmental
Legal Requirement and correct or abate any environmental condition on, or which threatens,
the Property and which could cause damage or injury to the Property or to any person;
provided, however, that the Agent shall not be permitted to take any such action so long
as (A) the Borrower, or any other Indemnitor, is exercising its rights under Section 6 of
this Agreement, and (B) no Event of Default has occurred and is continuing.



     (b) Recovery of Costs. Any amounts paid or advanced by Agent or any Lender and all
costs and expenditures incurred in connection with any action taken pursuant to the terms of this
Agreement, including but not limited to reasonable environmental consultants’ and experts’ fees and
expenses, reasonable attorneys’ fees and expenses, court costs and all costs of assessment
monitoring clean-up, containment, remediation, removal and restoration, with interest thereon
at the Default Rate, shall be a demand obligation of Indemnitors to Agent and, to the extent not
prohibited by law, and so long as the Borrower’s Obligations and the Guaranteed Obligations are
outstanding, shall be added to the obligations secured by the Security Documents when paid by Agent
or any Lender and shall be secured by the lien on the Collateral and the other Security Documents
as fully and as effectively and with the same priority as every other obligation secured thereby.



     (c) Agent and the Lenders Not Responsible. The exercise by Agent or any Lender of any
one or more of the rights and remedies set forth in this Section 4 shall not operate or be deemed
(i) to place upon Agent or any Lender any responsibility for the operation, control, care, service,
management, maintenance or repair of the Property, or (ii) make Agent or any Lender the “owner” or
“operator” of the Property or a “responsible party” within the meaning of any of the Environmental
Legal Requirements.



     (d) Agent’s and the Lenders’ Subrogation. Furthermore, Agent and/or any Lender by
making any such payment or incurring any such costs shall be subrogated to all rights of each of
Indemnitors or any other occupant of the Property to seek reimbursement from any other person
including, without limitation, any predecessor, owner or occupant of the Property who may be a
“responsible party” under any of the Environmental Legal Requirements in connection with the
presence of Hazardous Materials on or under or which emanated from, the Property.



     (e) Agent/Lender May Stop. Without limiting the generality of the other provisions of
this Agreement, any partial exercise by Agent or any Lender of any one or more the rights and
remedies set forth in this Section 4 including, without limitation, any partial undertaking on the



 









 




part of Agent or any Lender to cure any failure by any of the Indernnitors, or of the Property, or
any other occupant, prior occupant or prior owner thereof, to comply with any of the Environmental
Legal Requirements shall not obligate Agent or any Lender to complete such actions taken or require
Agent or any Lender to expend further sums to cure such non-compliance.



5. Indemnification. At all times, both before and after the repayment of the Loan,
Indemnitors hereby jointly and severally agree that they shall at their sole cost and expense
indemnify, defend, exonerate, protect and save harmless each Indemnified Party against and from
any and all damages, losses, liabilities, obligations, penalties, claims, litigation, demands,
defenses, judgment, suits, proceedings, costs, disbursements or expenses of any kind or nature
whatsoever, including, without limitation, reasonable attorneys’ and experts’ fees and
disbursements, which may at any time be imposed upon, incurred by or asserted or awarded against
any Indemnified Party and arising from or out of:




     (a) Hazardous Materials. Any Hazardous Materials on, in, under, affecting or
emanating from all or any portion of the Property on or before the date hereof, or which may
hereafter affect all or any portion of the Property, whenever discovered;



     (b) Environmental Legal Requirements. The violation of any Environmental Legal
Requirement by any Indemnitor, or with respect to the Property, existing on or before the date
hereof or which may so exist in the future, whenever discovered;



     (c) Breach of Warranty, Representation or Covenant. Any breach of warranty or
representation or covenant made by any Indemnitor under or pursuant to this Agreement; and



     (d) General. The enforcement of this Agreement or the assertion by any Indemnitor of
any defense to the obligations of any Indemnitor hereunder, whether any of such matters arise
before or after foreclosure of the Mortgage or other taking of title to or possession of all or any
portion of the Property by Agent or any other Indemnified Party, and specifically including
therein, without limitation, the following: (i) costs incurred for any of the matters set forth in
Section 4 of this Agreement; and (ii) costs and expenses incurred in ascertaining the existence or
extent of any asserted violation of any Environmental Legal Requirements relating to the Property
and any remedial action taken on account thereof including, without limitation, the reasonable
costs, fees and expenses of engineers, geologists, chemists, other scientists, attorneys,
surveyors, and other professionals, or testing and analyses performed in connection therewith.



     (e) Limitation. Notwithstanding the foregoing provisions of this Section 5, the
obligation of the Indemnitors to indemnify, defend, exonerate, protect and save harmless each
Indemnified Party, as more particularly set forth herein, shall not be applicable to any damages,
losses, liabilities, obligations, penalties, claims, litigation, demands, defenses, judgments,
suits, proceedings, costs, disbursements or expenses of any kind which are a direct result of the
willful misconduct or gross negligence of any Indemnified Party.


6. Right to Contest. Borrower, or any other Indemnitor, may contest in good faith any
claim, demand, levy or assessment under any Environmental Legal Requirements, including, but not
limited to, any claim with respect to Hazardous Materials, by any person or entity if:








 









 








     (a) Material Question In Good Faith. The contest is based upon a material question of
law or fact raised by Borrower or such other Indemnitor in good faith;



     (b) Diligent Pursuit. Borrower or such other Indemnitor properly commences and
thereafter diligently pursues the contest;



     (c) No Impairment. The contest will not materially impair the taking of any required
remedial action with respect to such claim, demand, levy or assessment;



     (d) Adequate Resources. Borrower, or such other Indemnitor, demonstrates to
Agent’s reasonable satisfaction that Borrower, or such other Indemnitor, has the financial
capability to undertake and pay for such contest and any remedial action then or thereafter
necessary;



     (e) Resolve By Maturity. There is no reason to believe that the contest will not be
resolved prior to the Maturity Date; and



     (f) No Event Of Default. No Event of Default exists under the Loan Documents.


7. Waivers. Until the full satisfaction of the Obligations and full satisfaction of the
Guaranteed Obligations, Indemnitors each hereby waive and relinquish to the fullest extent now or
hereafter not prohibited by applicable law:




     (a) Suretyship Defenses. All suretyship defenses and defenses in the nature thereof;



     (b) Marshalling. Any right or claim of right to cause a marshalling of any
Indemnitor’s assets or to cause Agent to proceed against any of the Collateral for the Loan before
proceeding under this Agreement against any Indemnitor, or to require Agent to proceed against
Indemnitors in any particular order;



     (c) Contribution. All rights and remedies against any other Indemnitor, including,
but not limited to, any rights of subrogation, contribution, reimbursement, exoneration or
indemnification pursuant to any express or implied agreement, or now or hereafter accorded by
applicable law to indemnitors, guarantors, sureties or accommodation parties; provided,
however, unless Agent otherwise expressly agrees in writing, such waiver by any particular
Indemnitor shall not be effective to the extent that by virtue thereof such Indemnitor’s liability
under this Indemnity Agreement or under any other Loan Document is rendered invalid, voidable, or
unenforceable under any applicable state or federal law dealing with the recovery or avoidance of
so-called preferences or fraudulent transfers or conveyances or otherwise;



     (d) Notice. Notice of the acceptance hereof, presentment, demand for payment,
protest, notice of protest, or any and all notice of nonpayment, nonperformance, nonobservance or
default or other proof or notice of demand whereby to charge Indemnitors therefor;



     (e) Statute of Limitations. The pleading of any statute of limitations as a defense
to such Indemnitor’s obligations hereunder; and



 









 





     (f) Jury Trial. The right to a trial by jury in any matter related to this
Environmental Indemnity Agreement.



     EACH INDEMNITOR, AGENT AND THE LENDERS HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE
THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT CONTEMPLATED TO BE EXECUTED IN CONNECTION
HEREWITH OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR
ACTIONS OF ANY PARTIES; THIS WAIVER BEING A MATERIAL INDUCEMENT FOR AGENT AND THE LENDERS TO ACCEPT
THIS AGREEMENT AND TO MAKE THE LOAN;


8. Cumulative Rights. Agent’s rights under this Agreement shall be in addition to and not
in limitation of all of the rights and remedies of Agent under the other Loan Documents. All
rights and remedies of Agent shall be cumulative and may be exercised in such manner and
combination as Agent may determine.



9. No Impairment. The liability of Indemnitors hereunder shall in no way be limited or
impaired by, and each Indemnitor hereby assents to and agrees to be bound by, any amendment or
modification of the provisions of the Loan Documents to or with Agent and the Lenders by Borrower
or any Indemnitor or any person who succeeds Borrower as owner of the Property. In addition, the
liability of Indemnitors under this Agreement shall in no way be limited or impaired by:




     (a) Extensions. Any extensions of time for performance required by any of the Loan
Documents;



     (b) Amendments. Any amendment to or modification of any of the Loan Documents;



     (c) Transfer. Any sale or assignment of the Loan, or any sale, assignment or
foreclosure of the Mortgage, or any sale or transfer of all or part of the Property;



     (d) Exculpatory Language. Any exculpatory, or nonrecourse, or limited recourse,
provision in any of the Loan Documents limiting Agent’s or any Lenders’ recourse to the Property
encumbered by the Security Documents or to any other property or limiting Agent’s or any Lenders’
rights to a deficiency judgment against Borrower or any other party;



     (e) Inaccuracies. The accuracy or inaccuracy of any of the representations or
warranties made by or on behalf of any Indemnitor under the Loan Documents or otherwise;



     (f) Release. The release of any Indemnitor, or of any other person or entity, from
performance or observance of any of the agreements, covenants, terms or conditions contained in
this Agreement or any of the other Loan Documents by operation of law, Agent’s or any Lenders’
voluntary act, or otherwise;



 









 





     (g) Bankruptcy or Reorganization. The filing of any bankruptcy or reorganization
proceeding by or against any Indemnitor, any general partner or owner of any Indemnitor, or any
subsequent owner of the Property;



     (h) Substitution. The release or substitution in whole or part of any collateral or
security for the Loan;



     (i) Failure To Perfect. Agent’s failure to record any Security Document or file any
UCC financing statements (or Agent’s improper recording or filing of any thereof) or to otherwise
perfect, protect, secure, or insure any security interest or lien given as security for the Loan;
or



     (j) Invalidity. The invalidity or unenforceability of all or any portion of any of
the Loan Documents as to any Indemnitor or to any other person or entity.



     Any of the foregoing may be accomplished with or without notice to Borrower or any Indemnitor
(except as otherwise required pursuant to the terms and conditions of the Loan Agreement) or with
or without consideration.


10. Delay Not Waiver. No delay on Agent’s part in exercising any right, power or privilege
hereunder or under any of the Loan Documents shall operate as a waiver of any such privilege, power
or right. No waiver by Agent in any instance shall constitute a waiver in any other instance.



11. Warranties and Representations. Subject to Section 6.14.3 of the Loan Agreement, the
Indemnitors each represent and warrant to Agent, the same to be true and correct in all material
respects throughout the period that any of the Loan Documents shall remain in force and effect:




     (a) No Hazardous Materials at Property. No Hazardous Materials have been or are
currently generated, stored, transported, utilized, disposed of, managed, released or located on,
under or from the Property, whether or not in reportable quantities, or in any manner introduced
onto the Property including without limitation any septic, sewage or other waste disposal systems
servicing the Property;



     (b) No Violations Claimed Re Property or Indemnitors. None of the Indemnitors has
received any notice from the [insert the appropriate state] Environmental Protection Agency, the
United States Environmental Protection Agency or any other governmental authority claiming that (i)
the Property or any use thereof violates any of the Environmental Legal Requirements or (ii) any of
the Indemnitors or any of their respective employees or agents have violated any of the
Environmental Legal Requirements with respect to the Property or any Surrounding Property;



     (c) No Liability to Governmental Authorities. None of the Indemnitors has incurred any
liability to [insert the appropriate state], the United States of America or any other governmental
authority under any of the Environmental Legal Requirements;



     (d) No Lien on Property. No lien against the Property has arisen under or related to
any of the Environmental Legal Requirements;




 











 





     (e) No Enforcement Actions. There are no Environmental Enforcement Actions
pending, or to the best of the Indemnitors’ information, knowledge and belief after due inquiry,
threatened in writing;



     (f) No Knowledge of Hazardous Materials at Surrounding Property. None of the
Indemnitors has any knowledge, after due inquiry, that any Hazardous Materials have been or are
currently generated, stored, transported, utilized, disposed of, managed, released or located on,
under or from the Surrounding Property in violation of or allegedly in violation of any of the
Environmental Legal Requirements;



     (g) No Knowledge of Violations Regarding Surrounding Property. None of the
Indemnitors has any knowledge, after due inquiry, of any action or order instituted or threatened
by any person or governmental authority arising out of or in connection with the Environmental
Legal Requirements involving the assessment, monitoring, cleanup, containment, remediation or
removal of or damages caused or alleged to be caused by any Hazardous Materials generated, stored,
transported, utilized, disposed of, managed, released or located on, under or from any Surrounding
Property;



     (h) No Underground Storage Tanks. There are no underground storage tanks on or under
the Property;



     (i) No Dangerous Conditions. No environmental condition exists on the Property which
could cause any damage or injury to the Property or to any person;



     (j) Valid and Binding. This Agreement constitutes the legal, valid and binding
obligation of each of the Indemnitors in accordance with the respective terms hereof, subject to
bankruptcy, insolvency and similar laws of general application affecting the rights and remedies
of creditors, and with respect to the availability of the remedy of specific enforcement subject
to the discretion of the court before which proceedings therefor may be brought;



     (k) Entity Matters. That each Indemnitor is a duly organized validly existing entity
in good standing under the laws of its organization and has all requisite power and authority to
conduct its business and to own its properties as now conducted or owned;



     (1) No Violations. To the knowledge of the Indemnitors, the performance of the
obligations evidenced hereby will not constitute a violation of any law, order, regulation,
contract, organizational document or agreement to which the Indemnitors or any of them is a party
or by which any one or more of them or their property is or may be bound;



     (m) No Litigation. There is no material litigation or administrative proceeding now
pending or threatened against the Indemnitors or any of them which if adversely decided could
materially impair the ability of any one or more of the Indemnitors to pay or perform their
respective obligations hereunder; and



     (n) Material Economic Benefit. The granting of the Loan to Borrower will constitute a
material economic benefit to each Indemnitor.



 









 




12. Multiple Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original. Each of the counterparts shall constitute but one in
the same instrument and shall be binding upon each of the parties individually as fully and
completely as if all had signed but one instrument so that the joint and several liability of each
of the Indemnitors hereunder shall be unaffected by the failure of any of the undersigned to
execute any or all of said counterparts.



13. Notices. Any notice or other communication in connection with this Agreement shall be
in writing and (i) deposited in the United States mail, postage prepaid, by registered or certified
mail, or (ii) hand delivered by any commercially recognized courier service or overnight delivery
service, such as Federal Express, or (iii) sent by facsimile transmission if a FAX Number in
designated below, addressed as follows:




          If to the Indemnitors:




          [INSERT APPLICABLE CONTACT INFORMATION]




 









 





     with copies by regular mail or such hand delivery or facsimile transmission to:


Stroock & Stroock & Lavan LLP 

180 Maiden Lane

New York, New York 10038-4982

Attention: Karen Scanna, Esquire

FAX Number: (212) 806-6006



If to Agent:



Bank of America, N.A., in its capacity as Administrative Agent

Agency Management

101 N. Tryon Street

Mail Code: NC1-001-15-14

Charlotte, NC 28255

Attention: Maria McClain




     with copies by regular mail or such hand delivery or facsimile transmission to:


Moore & Van Allen PLLC

Suite 4700

100 N. Tryon Street

Charlotte, NC 28202-4003

Attention: Justin M. Riess

FAX No.: (704) 339-5882



Any such addressee may change its address for such notices to any other address in the United
States as such addressee shall have specified by written notice given as set forth above.




     All periods of notice shall be measured from the deemed date of delivery. A notice shall be
deemed to have been given, delivered and received upon the earliest of: (i) if sent by such
certified or registered mail, on the third Business Day following the date of postmark; or (ii) if
hand delivered by such courier or overnight delivery service, when so delivered or tendered for
delivery during customary business hours on a Business Day at the specified address; or (iii) if so
mailed, on the date of actual receipt (or tender of delivery) as evidenced by the return receipt;
or (iv) if so delivered, upon actual receipt, or (v) if facsimile transmission is a permitted means
of giving notice, upon receipt as evidenced by confirmation.


14. No Oral Change. No provision of this Agreement may be changed, waived, discharged, or
terminated orally by telephone or by any other means except by an instrument in writing signed by
the party against whom enforcement of the change, waiver or discharge or termination is sought.



15. Parties Bound; Benefit. This Agreement shall be binding upon the Indemnitors and their
respective successors, assigns, heirs and personal representatives and shall be for the benefit of
Agent and the Lenders, and of any subsequent holder of the Loan and of any owner of a participation
interest therein. In the event the Loan is sold or transferred, then the liability of the









 









 










Indemnitors to Agent and the Lenders shall then be in favor of both Agent and the Lenders
originally named herein and each subsequent holder of the Loan and any of interest therein.



16. Joint and Several. The obligations of each of the Indemnitors and their respective
successors, assigns, heirs and personal representatives shall be joint and several.



17. Partial Invalidity. Each of the provisions hereof shall be enforceable against each
Indemnitor to the fullest extent now or hereafter permitted by law. The invalidity or
unenforceability of any provision hereof shall not limit the validity or enforceability of each
other provision hereof.



18. Governing Law and Consent to Jurisdiction. This Agreement and the rights and
obligations of the parties hereunder shall in all respects be governed by and construed and
enforced in accordance with the laws of [                    ] without giving effect to principles of conflicts of
law, and insofar as Environmental Legal Requirements are concerned, in accordance with applicable
federal law as well; provided, however, insofar as formation of the parties hereunder
requires the law of the jurisdiction of the state of formation to apply with respect to matters of
authorization to enter into the transaction contemplated by this Agreement, such state law shall
govern. The parties further agree that Agent may enforce its rights under this Agreement and the
other Loan Documents including, but not limited to, the rights to sue any Indemnitor in accordance
with applicable law.



EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE
NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK LOCATED WITHIN THE FIRST
DEPARTMENT OF THE NEW YORK STATE UNIFIED COURT SYSTEM OR ANY FEDERAL COURT LOCATED WITHIN THE
SOUTHERN DISTRICT OF THE STATE OF NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO THIS AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES
HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL
JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.



19. Survival. The provisions of this Agreement shall continue in effect and shall survive
(among other events) any payment and satisfaction of the Loan and the Obligations, any termination
or discharge of the Security Documents granted to the Agent on the Property, foreclosure, a
deed-in-lieu transaction, or release of the Property.



20. Counterparts. Delivery of executed counterparts of this Agreement by telecopy or other
electronic means shall be effective as an original.








 









 








[The balance of this page is intentionally left blank]









 









 











     Witness the execution and delivery hereof as an instrument under seal as of the
              
day of             ,           .


INDEMNITORS:




	 	 	 	 	 
	 	CEDAR SHOPPING CENTERS PARTNERSHIP, L.P., a

Delaware limited partnership



By: Cedar Shopping Centers, Inc.,
a Maryland corporation, its
general partner

 
	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  		 
	 	
[INSERT ADDITIONAL INDEMNITOR] 	 
	 




 











 





EXHIBIT I




FORM OF

PLEDGE AND SECURITY AGREEMENT




     PLEDGE AND SECURITY AGREEMENT (hereinafter, the “Pledge Agreement”), dated as of
[INSERT APPLICABLE DATE], by and between CEDAR SHOPPING CENTERS PARTNERSHIP, L.P. (hereinafter,
the “Borrower”), and BANK OF AMERICA, N.A., a national banking association, in its
capacity as Administrative Agent under that certain Amended and Restated Loan Agreement, dated as
of November 10, 2009 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the “Loan Agreement”), among the Borrower, the Lenders from
time to time party thereto, and Bank of America, N.A., as Administrative Agent and L/C Issuer (in
such capacity as Administrative Agent, the “Agent”).



WITNESSETH




     WHEREAS, pursuant to the Loan Agreement, the Agent and the Lenders have agreed to make
certain financial accommodations upon the terms and subject to the conditions set forth therein.



     WHEREAS, the Borrower owns, directly, a 100% ownership interest in the following entity:
[INSERT APPLICABLE ENTITY] (hereinafter, the “Borrower Subsidiary”).



     WHEREAS, the Borrower Subsidiary has substantial financial dealings with the Borrower and is
affiliated with the Borrower (by ownership and by contractual relationship and/or other meaningful
business relationship), and the extension of credit and the providing of financial accommodations
to the Borrower will enhance and benefit the business activities and interests of the Borrower
Subsidiary.



     WHEREAS, as a condition to extending the Loan to the Borrower, the Agent and the Lenders have
required the Borrower to execute and deliver this Pledge Agreement to secure the Obligations under
the Loan Agreement.



     NOW, THEREFORE, in consideration of the premises and to induce the Lenders to make the Loan
under the Loan Agreement, the Borrower hereby agrees with Agent and the Lenders as follows:



     1. Defined Terms. Unless otherwise defined herein, terms which are defined in the Loan
Agreement and used herein are so used as so defined (which defined terms are expressly
incorporated herein by reference), and the following terms shall have the following meanings:




     “Agent”: as defined in the first paragraph of this Pledge Agreement.




     “Borrower”: as defined in the first paragraph of this Pledge Agreement.




     “Borrower Subsidiary”: as defined in the recitals of this Pledge
Agreement.



 









 






     “Collateral”: means the Pledged Interests, the Pledged Obligations and all Proceeds
thereof.




     “Consent”: shall mean that certain Consent from the Borrower Subsidiary referenced in
Section 4 of this Pledge Agreement.




     “Lender” or “Lenders”: as defined in the first paragraph of this Pledge
Agreement.




     “Loan”: as defined in the recitals of this Pledge Agreement.




     “Loan Agreement”: as defined in the first paragraph of this Pledge Agreement.




     “Obligations”: means all indebtedness, obligations and liabilities of the Borrower to
the Agent and/or any of the Lenders, whether now existing or hereafter arising, direct or
indirect, absolute or contingent, under any one or more of: (i) this Pledge Agreement; (ii) the
Loan Agreement, Note or any other Loan Document; and (iii) each of the same as hereafter modified,
amended, extended or replaced, including, without limitation, the Obligations (as defined in the
Loan Agreement).




     “Pledge Agreement”: means this Pledge and Security Agreement, as amended,
supplemented or otherwise modified from time to time.




     “Pledged Interests”: means all right, title and interest of the Borrower, whether now
owned or hereafter acquired, as the holder of the direct or indirect interests in the Borrower
Subsidiary referred to in the recitals of this Pledge Agreement, together with all interests,
certificates, options or rights of any nature whatsoever which may be issued or granted to the
Borrower by the Borrower Subsidiary in respect thereof.




     “Pledged Obligations”: means all right, title and interest of the Borrower, whether
now owned or hereafter acquired, in and to any and all obligations owed to the Borrower by the
Borrower Subsidiary, whether now existing or hereafter incurred, and in and to all collateral
granted to the Borrower or for the benefit of the Borrower as collateral security for such
obligations.




     “Proceeds”: means (i) the Borrower’s right, title and interest in and to all
distributions, monies, fees, payments, compensations and proceeds now or hereafter payable in
respect of the Pledged Interests and the Pledged Obligations, whether payable as profits,
distributions, asset distributions, repayment of loans or capital or otherwise and including all
“proceeds” as such term is defined in Section 9-102(a) of the UCC; (ii) all books, records,
electronically stored data and information relating to the Pledged Interests and the Pledged
Obligations and all rights of access to such books, records and information; (iii) all contract
rights, general intangibles, instruments (as each such term is defined in Section 9-102(a) of the
UCC), claims, powers, privileges, benefits and remedies of the Borrower relating to the foregoing;
(iv) all additions to the Pledged Interests and the Pledged Obligations, all substitutions
therefor and all replacements thereof; and (v) all cash or non-cash proceeds of any of the
foregoing.



 









 






     “UCC”: means the Uniform Commercial Code from time to time in effect in the
State of New York; provided, that if by mandatory provisions of law, the perfection or the
effect of perfection or non-perfection of the security interest granted hereunder in the
Collateral is governed by the Uniform Commercial Code of a jurisdiction other than New
York, “UCC” means the Uniform Commercial Code as in effect in such other jurisdiction for
purposes of provisions hereof relating to such perfection or effect of perfection or
non-perfection.



     2. Pledge; Grant of Security Interest. As security for the full and punctual payment
and performance of the Obligations when due and payable (whether upon stated maturity, by
acceleration or otherwise), Borrower hereby transfers, assigns, grants, bargains, sells, conveys,
hypothecates, pledges, sets over, endorses over and delivers to Agent, on behalf of the Lenders,
all the Pledged Interests, and Borrower hereby grants, pledges, hypothecates, transfers and assigns
to Agent, on behalf of the Lenders, a continuing lien on and security interest in all of the
Collateral.



     3. Delivery of Certificates, Instruments, Etc. The Borrower shall deliver to Agent:




     (a) all original certificates, instruments and other documents, if any,
evidencing or representing the Pledged Interests, concurrently with the execution and
delivery of this Pledge Agreement; and




     (b) the original certificates, instruments or other documents, if any,
evidencing or representing all other Collateral (except for such Collateral which this
Pledge Agreement specifically permits the Borrower to retain) within five (5) days after the
Borrower’s receipt thereof.



     4. Powers and Transfer Instruments. Concurrently with the delivery to the Agent of
this Pledge Agreement and each certificate, if any, representing the Pledged Interests, the
Borrower shall deliver a duly executed Consent from the Borrower Subsidiary.



     5. Representations and Warranties. The Borrower represents and warrants that:




     (a) Except for the Consent, and any other consents as may be required in connection
with any disposition of any portion of the Collateral by laws affecting the offering and
sale of securities generally or as otherwise contemplated by the Loan Agreement, no consent
of any other person or entity (including, without limitation, any owner or creditor of the
Borrower), and no license, permit, approval or authorization of, exemption by, notice or
report to, or registration, filing (other than the filing of financing statements under the
UCC in order to perfect a security interest in that portion of the Collateral in which a
security interest is perfected by filing) or declaration with any governmental
instrumentality is required in connection with (i) the execution, delivery, performance,
validity or enforceability of this Pledge Agreement, (ii) the perfection or maintenance of
the security interest created hereby (including the first priority nature of such security
interest) or (iii) the exercise by the Agent of any rights provided for in this Pledge
Agreement;



 









 






     (b) The Pledged Interests in the Borrower Subsidiary constitute all of the ownership
interests owned by the Borrower in the Borrower Subsidiary;




     (c) All of the Pledged Interests have been duly and validly issued and are fully paid.
No certificate or other instrument has been issued at any time to evidence the Pledged
Interests. None of the ownership interests comprising the Collateral are dealt in or traded
on securities exchanges or in securities markets, and none by its terms expressly provides
that it is a security governed by Article 8 of the UCC or that it is an investment company
security, and none is held in a securities account (as defined in Section 8-501 of the UCC);




     (d) The Borrower is the sole holder of record and sole beneficial of, and has good and
valid title to, the Pledged Interests in the Borrower Subsidiary, free of any and all liens
or options in favor of, or claims of, any other Person, except the lien created by this
Pledge Agreement;




     (e) Upon the filing of the Form UCC-1 Statements referred to in Section 13 of this
Pledge Agreement in the place or office of public record lawfully required to perfect a
security interest therein, the lien granted pursuant to this Pledge Agreement will
constitute a valid, perfected first priority lien with respect to that portion of the
Collateral in which a security interest is perfected by the filing of a financing statement,
enforceable as such against all creditors of Borrower and any persons purporting to purchase
any of such Collateral from Borrower, subject to bankruptcy, insolvency, moratorium, and
other similar laws of general applicability affecting creditors rights and general equity
principles; and




     (f) There are no restrictions on the transfer of the Collateral to the Agent hereunder,
or with respect to any subsequent transfer thereof or realization thereupon by the Agent
and/or the Lenders (or, if there are any such restrictions, such transfer restrictions have
been duly waived by all required parties or consented to pursuant to the Consent), and, as
set forth in the Consent, the Borrower has obtained all consents needed in connection with
any such transfer or subsequent transfer, subject to matters resulting from the operation of
law.



     6. Covenants. The Borrower covenants and agrees with Agent and the Lenders that from
and after the date of this Pledge Agreement until this Pledge Agreement shall be terminated:




     (a) If the Borrower shall, as a result of its ownership of the Pledged Interests,
become entitled to receive or shall receive (i) any membership interests (including,
without limitation, any certificate representing a dividend or a distribution in connection
with any reclassification, increase or reduction of capital or any certificate issued in
connection with any reorganization), option or rights, (ii) any stock, (iii) any limited or
general partnership interests (including, without limitation, any certificate representing
a dividend or a distribution in connection with any reclassification, increase or reduction
of capital or any certificate issued in connection with any reorganization), option or
rights, or (iv) any property other than cash, whether in addition to, in substitution of,
as a



 









 






conversion of, or in exchange for any of the Pledged Interests, or otherwise in respect thereof,
the Borrower shall accept the same as Agent’s agent, hold the same in trust for Agent and deliver
the same forthwith to Agent in the exact form received, duly endorsed by the Borrower to Agent, if
required, and, to the extent the same is in the form of a certificate, together with an undated
assignment or power covering such certificate, duly executed in blank and with, if Agent so
requests, signature guaranteed, to be held by Agent hereunder as additional security for the
Obligations.




     (b) Without the prior written consent of Agent, the Borrower shall not, directly or indirectly
(i) vote to enable, or take any other action to permit, the issuer(s) of the Pledged Interests to
issue any interests or shares, as applicable, or to issue any other securities convertible into or
granting the right to purchase or exchange for any interests of the issuer(s) of the Pledged
Interests, or (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option
with respect to, the Collateral, or (iii) create, incur or permit to exist any lien or option in
favor of, or any claim of any person or entity with respect to, any of the Collateral, or any
interest therein, except for the lien provided for by this Pledge Agreement and liens permitted
under the Loan Agreement. The Borrower will defend the right, title and interest of Agent in and
to the Collateral against the claims and demands of all Persons whomsoever.




     (c) At any time and from time to time, upon the written request of Agent, and at the sole
expense of the Borrower, the Borrower will promptly and duly execute and deliver such further
instruments and documents and take such further actions as Agent may reasonably request for the
purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights
and powers herein granted. If any amount payable under or in connection with any of the
Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper,
such note, instrument or chattel paper shall be promptly delivered to Agent, duly endorsed in a
manner reasonably satisfactory to Agent, to be held as Collateral pursuant to this Pledge
Agreement.




     (d) The Borrower agrees to pay, and to indemnify and save Agent harmless from, any and all
liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise,
sales or other taxes (other than income taxes on the income of Agent or any of the Lenders) which
may be payable or determined to be payable with respect to any of the Collateral or in connection
with any of the transactions contemplated by this Pledge Agreement.




     (e) The Borrower shall not exercise any right with respect to the Collateral which would
dilute or adversely affect Agent’s rights in the Collateral.




     (f) Except as permitted in the Loan Agreement, the Borrower shall not enter into or consent to
any amendment or modification of, or with respect to, the operating agreements of the Borrower
Subsidiary without Agent’s prior written consent in each instance, which consent shall not be
unreasonably withheld, conditioned or delayed.



     7. Cash Dividends; Distributions; Voting Rights.



 









 






     (a) Notwithstanding the preceding terms of this Pledge Agreement, unless an Event of Default
shall have occurred and be continuing, the Borrower shall be permitted to exercise all voting
rights with respect to the Pledged Interests; provided, however, that the Borrower shall not,
without the prior written consent of Agent in each instance, which consent shall not be
unreasonably withheld, conditioned or delayed, vote the Collateral in favor of, or consent to, any
resolution or action which does or might:




     (i) impose any restrictions upon the sale, transfer or disposition of the Collateral
other than restrictions, if any, the application of which is waived to the full
satisfaction of the Agent as to the Collateral; or




     (ii) result in the issuance of any additional interest in the Borrower Subsidiary, or
of any class or series of security, which issuance might adversely affect the value of the
Collateral; or




     (iii) vest additional powers, privileges, preferences or priorities to any other
class or series of interest in the Borrower Subsidiary to the detriment of the value of,
or rights accruing to, the Collateral; or




     (iv) to the extent prohibited in the Loan Agreement without Agent’s consent, permit
the Borrower Subsidiary to sell, transfer, assign, pledge, mortgage or otherwise encumber
any property owned by any of them, or to incur any new indebtedness in respect of such
property, unless Agent has given its prior written consent.




     (b) Notwithstanding the preceding terms of this Pledge Agreement, but subject to the terms and
provisions hereof relating to the rights and remedies of the Agent, so long as there is no Event of
Default that is continuing, cash dividends, distributions and other payments in respect of the
Collateral may be made by the to the Borrower, and may be retained, used and enjoyed by the
Borrower.



     8. Rights of Agent.




     (a) If an Event of Default shall have occurred and be continuing, Agent shall have the right
to receive any and all cash dividends or distributions or other payments paid in respect of the
Collateral and make application thereof to the Obligations, in such order as Agent, in its sole
discretion, may elect. In connection therewith, if an Event of Default shall have occurred and be
continuing, the Agent shall have the right to direct the issuer(s) of the Pledged Interests, and
the obligors with respect to the Pledged Obligations, to pay all such cash dividends or
distributions or other payment directly to the Agent or as otherwise directed by the Agent.




     (b) If an Event of Default shall have occurred and be continuing, then all registered Pledged
Interests, at Agent’s option, shall be registered in the name of Agent or its nominee, and Agent or
its nominee may thereafter exercise (x) all voting and other rights pertaining to such Pledged
Interests, and (y) any and all rights of conversion, exchange, subscription and any other rights,
privileges or options pertaining to such Pledged Interests as if Agent were the absolute owner
thereof (including, without



 









 







limitation, the right to exchange at its discretion any and all of the Pledged Interests
upon the merger, consolidation, reorganization, recapitalization or other fundamental
change in the organizational structure of the Borrower, or upon the exercise by the
Borrower or Agent of any right, privilege or option pertaining to such Pledged Interests,
and in connection therewith, the right to deposit and deliver any and all of the Pledged
Interests with any committee, depositary, transfer agent, registrar or other designated
agency upon such terms and conditions as it may determine), all without liability except to
account for property actually received by it, but Agent shall have no duty to exercise any
such right, privilege or option and shall not be responsible for any failure to do so or
delay in so doing.




     (c) The rights of Agent hereunder shall not be conditioned or contingent upon the
pursuit by Agent of any right or remedy against the Borrower or against any other person
or entity which may be or become liable in respect of all or any part of the Obligations
or against any other Collateral, any security therefor, any guarantee thereof, or right of
offset with respect thereto. Agent shall not be liable for any failure to demand, collect
or realize upon all or any part of the Collateral or for any delay in doing so, nor shall
it be under any obligation to sell or otherwise dispose of any Collateral upon the request
of the Borrower or any other person or entity or to take any other action whatsoever with
regard to the Collateral or any part thereof.



     9. Actions By Agent. The Borrower hereby designates Agent as the attorney-in-fact of
the Borrower to: (a) endorse in favor of Agent any of the Collateral following an Event of Default
which is continuing; (b) cause the transfer of any of the Collateral in such name as Agent may from
time to time determine following an Event of Default which is continuing; (c) renew, extend or roll
over any Collateral following an Event of Default which is continuing; (d) make, demand and
initiate actions to enforce any of the Collateral or rights therein following an Event of Default
which is continuing; and (e) take any other action to effectuate the terms and provisions of this
Pledge Agreement following an Event of Default which is continuing. Following an Event of Default
which is continuing, Agent may take such action with respect to the Collateral as Agent may
reasonably determine to be necessary to protect and preserve its interest in the Collateral.
Except as otherwise provided herein, all of the rights, remedies, powers, privileges and
discretions included in this Section 9 may be exercised by Agent whether or not the Obligations are
then due provided that an Event of Default has occurred and is continuing. The within designation
and grant of power of attorney is coupled with an interest, is irrevocable until the lien created
by this Pledge Agreement is terminated by a written instrument executed by a duly authorized
officer of Agent or is required to be so terminated by the terms of the Loan Agreement. The power
of attorney shall not be affected by subsequent disability or incapacity of the Borrower. Agent
shall not be liable for any act or omission to act pursuant to this Section 9, except for any act
or omission to act which is in actual bad faith, or constitutes gross negligence or willful
misconduct.



     10. Remedies.




     (a) If an Event of Default shall have occurred and be continuing, Agent may exercise, in
addition to all other rights and remedies granted in this Pledge Agreement and in any other
instrument or agreement securing, evidencing or relating to the



 









 







Obligations, all rights and remedies of a secured party under the UCC. Without limiting the
generality of the foregoing, Agent, if an Event of Default shall have occurred and be continuing,
without demand of performance or other demand, presentment, protest, advertisement or notice of any
kind (except any notice required by law referred to below or required by the Loan Agreement) to or
upon the Borrower, or any other person or entity (all and each of which demands, presentments,
protests, advertisements or notices are hereby waived), may in such circumstances forthwith
collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may
forthwith sell, assign, give option or options to purchase or otherwise dispose of and deliver the
Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at
public or private sale or sales, in the over-the-counter market, at any exchange, broker’s board or
office of Agent or elsewhere upon such terms and conditions as it may deem advisable and at such
prices as it may deem best, for cash or on credit or for future delivery without assumption of any
credit risk. Agent shall have the right upon any such public sale or sales, and, to the extent
permitted by law, upon any such private sale or sales, to purchase the whole or any part of the
Collateral so sold, free of any right or equity of redemption in the Borrower, which right or
equity is hereby waived or released. Agent shall apply any Proceeds from time to time held by it
and the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale,
after deducting all reasonable costs and expenses of every kind incurred therein or incidental to
the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the
rights of Agent hereunder, including, without limitation, reasonable attorneys’ fees and
disbursements, to the payment in whole or in part of the Obligations, in such order as Agent may
elect, and only after such application and after the payment by Agent of any other amount required
by any provision of law, including, without limitation, Section 9-615(a) of the UCC, need Agent
account for, and/or turnover, any surplus to the Borrower. To the extent permitted by applicable
law, the Borrower waives all claims, damages and demands Borrower may acquire against Agent arising
out of the exercise by Agent of any of its rights hereunder, except for any claims, damages and
demands Borrower may have against Agent arising from the gross negligence or willful misconduct of
Agent. If any notice of a proposed sale or other disposition of Collateral shall be required by
law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale
or other disposition. The Borrower shall remain liable for any deficiency if the proceeds of any
sale or other disposition of Collateral are insufficient to pay the Obligations and the reasonable
fees and disbursements of any attorneys employed by Agent to collect such deficiency.




     (b) If any Event of Default, or other event which would entitle Agent or any of the Lenders
to accelerate the Loan, occurs and is continuing, any deposits, balances or other sums credited by
or due from Agent, or any of the Lenders, or from any affiliate of Agent or any of the Lenders or
any of their respective Affiliates, to the Borrower may, to the fullest extent not prohibited by
applicable law at any time or from time to time, without regard to the existence, sufficiency or
adequacy of any other collateral, and without notice or compliance with any other condition
precedent now or hereafter imposed by statute, rule of law or otherwise, all of which are hereby
waived to the fullest extent permitted by law, be set off, appropriated and applied by Agent
against any or all of the Obligations irrespective of whether demand shall have been made and
although



 









 







such Obligations may be unmatured, in such manner as Agent in its sole and absolute
discretion may determine. Within three (3) Business Days of making any such set off,
appropriation or application, Agent agrees to notify Borrower thereof, provided the
failure to give such notice shall not affect the validity of such set off or appropriation
or application. ANY AND ALL RIGHTS TO REQUIRE AGENT OR ANY OF THE LENDERS TO EXERCISE ITS
RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LOAN, PRIOR TO
EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF
THE BORROWER, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.



     11. Private Sales.




     (a) The Borrower recognizes that Agent may be unable to effect a public sale of any or
all the Pledged Interests, by reason of certain prohibitions contained in the Securities Act
of 1933, as amended, and applicable state securities laws or otherwise, and may be compelled
to resort to one or more private sales thereof to a restricted group of purchasers which
will be obliged to agree, among other things, to acquire such securities for their own
account for investment and not with a view to the distribution or resale thereof. The
Borrower acknowledges and agrees that any such private sale may result in prices and other
terms less favorable to Agent than if such sale were a public sale. Agent shall be under no
obligation to delay a sale of any of the Pledged Interests for the period of time necessary
to permit the Borrower to register such securities for public sale under the Securities Act
of 1933, as amended, or under applicable state securities laws, even if the Borrower would
agree to do so.




     (b) From and after the occurrence, and during the continuation, of an Event of Default,
the Borrower further agrees to use its best efforts to do or cause to be done all such other
acts as may be necessary to make any sale or sales of all or any portion of the Pledged
Interests pursuant to this Section 11 valid and binding and in compliance with any and all
other applicable requirements of law; provided, however, that the Borrower shall not be
under any obligation to register the Pledged Interests for public sale under the Securities
Act of 1933, as amended, or under applicable state securities laws. The Borrower further
agrees that a breach of any of the covenants contained in this Section 11 will cause
irreparable injury to Agent, that Agent has no adequate remedy at law in respect of such
breach and, as a consequence, that each and every covenant contained in this Section 11
shall be specifically enforceable against, the Borrower, subject to bankruptcy, insolvency,
moratorium, and other similar laws of general applicability affecting creditor’s rights and
general equity principles, and the Borrower hereby waives and agrees not to assert any
defenses against an action for specific performance of such covenants except for a defense
that no default has occurred with respect to the Obligations.



     12. Limitation on Duties Regarding Collateral. Agent’s sole duty with respect to the
custody, safekeeping and physical preservation of the Collateral in its possession, under Section
9-207 of the UCC or otherwise, shall be to deal with it in the same manner as Agent deals with
similar securities and property for its own account. Neither Agent nor any of its directors,




 












 




officers, employees or agents shall be liable for failure to demand, collect or realize upon
any of the Collateral or for any delay in doing so or shall be under any obligation to sell or
otherwise dispose of any Collateral upon the request of the Borrower, or otherwise.




     13. Financing Statements; Other Documents.




     (a) This Pledge Agreement constitutes an authenticated record, and the Borrower
hereby authorizes the Agent to file one or more financing or continuation statements, and
amendments thereto, relative to all or any part of the Collateral, without the signature of
Borrower, in such filing offices as the Agent shall reasonably deem appropriate, and the
Borrower shall pay the Agent’s reasonable costs and expenses incurred in connection
therewith.




     (b) The Borrower hereby agrees that a carbon, photographic, or other reproduction
of this Pledge Agreement or of a financing statement signed by the Borrower shall be
sufficient as a financing statement and may be filed as a financing statement in any and
all jurisdictions.




     (c) The Borrower agrees to deliver any other document or instrument which Agent may
reasonably request in connection with the administration and enforcement of this Pledge
Agreement or with respect to the Collateral for the purposes of obtaining or preserving the
full benefits of this Pledge Agreement and of the rights and powers herein granted.



     14. Powers Coupled with an Interest. All authorizations and agencies and powers
herein contained with respect to the Collateral are irrevocable and coupled with an interest.



     15. Security Interest Absolute. All rights of the Agent hereunder, the grant of a
security interest in the Collateral and all obligations of the Borrower, shall be absolute and
unconditional irrespective of (i) any lack of validity or enforceability of the Loan Agreement, any
agreement with respect to any of the Obligations or any other agreement or instrument relating to
any of the foregoing, (ii) any change in time, manner or place of payment of, or in any other term
of, all or any of the Obligations, or any other amendment or waiver of or any consent to any
departure from the Loan Agreement or any other agreement or instrument, (iii) any exchange, release
or non-perfection of any other collateral, or any release or amendment or waiver of or consent to
or departure from any guarantee, for all or any of the Obligations, or (iv) any other circumstance
which might otherwise constitute a defense available to (other than the defense of indefeasible
payment), or a discharge of, the Borrower in respect of the Obligations or in respect of this
Pledge Agreement.



     16. Fees and Expenses. To the extent provided in the Loan Agreement, the Borrower
shall be obligated to pay to the Agent the amount of any and all reasonable expenses, including the
reasonable fees and expenses of its counsel and of any experts or agents which the Agent or any
Lender may incur in connection with (i) the sale of, collection from, or other realization upon,
any of the Collateral, or (ii) during the continuance of an Event of Default, the exercise or
enforcement of any of the rights of the Agent hereunder. Any such amounts payable as provided
hereunder or thereunder shall be additional obligations secured hereby.



 









 





     17. Termination. Upon the payment in full of the Obligations, in immediately
available funds, including, without limitation, all unreimbursed costs and expenses, for which the
Borrower is responsible, of the Agent and of each Lender, the Agent shall release the Collateral
granted to the Agent as provided for herein. However, such release by the Agent shall not be
deemed to terminate or release the Borrower from any obligation or liability under this Pledge
Agreement which specifically by its terms survives the payment in full of the Obligations.



     18. Severability. Any provision of this Pledge Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render



     unenforceable such provision in any other jurisdiction.



     19. Paragraph Headings. The paragraph headings used in this Pledge Agreement are for
convenience of reference only and are not to affect the construction, or be taken into
consideration in interpreting, this Pledge Agreement.



     20. No Waiver; Cumulative Remedies. Agent shall not by any act, delay, indulgence,
omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced
in any default or in any breach of any of the terms and conditions hereof. No failure to exercise,
nor any delay in exercising, on the part of Agent, any right, power or privilege hereunder shall
operate as a waiver thereof. No single or partial exercise of any right, power or privilege
hereunder shall preclude any other or further exercise thereof or the exercise of any other right,
power or privilege. A waiver by Agent of any right or remedy hereunder on any one occasion shall
not be construed as a bar to any right or remedy which Agent would otherwise have on any future
occasion. The rights and remedies herein provided are cumulative, may be exercised singly or
concurrently and are not exclusive of any rights or remedies provided by law.



     21. Waivers and Amendments; Successors and Assigns; Governing Law; Venue. None of the
terms or provisions of this Pledge Agreement may be waived, amended, or otherwise modified except
by a written instrument executed by the party against which enforcement of such waiver, amendment,
or modification is sought. This Pledge Agreement shall be binding upon the Borrower and Agent,
and the successors and assigns of each, and shall inure to the benefit of Agent and the Lenders,
and their successors and assigns, and to the benefit of the Borrower and the Borrower’s successors
and permitted assigns; provided that the Borrower shall not have any right to (i) assign this
Pledge Agreement or any interest herein, or (ii) assign any interest in the Collateral or any part
thereof, or otherwise pledge, encumber or grant any option with respect to the Collateral or any
part thereof, or any cash or property held by the Borrower as Collateral under this Pledge
Agreement if any such assignment, pledge, encumbrance or grant would constitute a violation of the
Loan Agreement. The rights of Agent under this Pledge Agreement shall automatically be transferred
to any transferee to which Agent transfers the Note and the Loan Agreement pursuant to the terms
thereof. The construction, interpretation, validity, enforceability and effect of all provisions
of this Pledge Agreement including, but not limited to, the payment of the Obligations and the
legality of the interest rate and other charges shall be construed and enforced in accordance with
the internal laws of the State of New York. The terms of Section 15.6 of the Loan Agreement are
incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.



 









 





     22. Executive Offices. The Borrower shall not (i) change the location of its chief
executive offices or sole place of business from the location as of the date hereof or remove its
books and records from such location, or (ii) change its name, identity or structure if, in
either case, such change is prohibited by the Loan Agreement.



     23. Notices. All notices required or permitted to be given under this pledge
Agreement shall be in conformance with Section 15.1 of the Loan Agreement



     24. Entire Understanding. Agent acknowledges that this Pledge Agreement, the Note
and the other Loan Documents and Security Documents set forth the entire agreement and
understanding of Agent and the Borrower with respect to the Loan and that no oral or other
agreements, understanding, representation or warranties exist with respect to the Loan, other
than those set forth in this Pledge Agreement, the Note and the other Loan Documents.



     25. Counterpart Signatures. This Pledge Agreement may be executed in two or more
counterparts, each of which shall constitute an original, but all of which, when taken together,
shall constitute but one instrument, delivery of executed counterparts of this pledge agreement
by telecopy or other electronic means shall be effective as an original.



     26. Governing Law. This Pledge Agreement and the rights and obligations of the
parties hereunder shall in all respects be governed by and construed and enforced in accordance
with the internal laws of the State of New York.



     27. Consent to Jurisdiction. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY
SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE
COURTS OF THE STATE OF NEW YORK LOCATED WITHIN THE FIRST DEPARTMENT OF THE NEW YORK STATE UNIFIED
COURT SYSTEM AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT
OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO THIS PLEDGE AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR
RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND
UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD
AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH
ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON
THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS PLEDGE AGREEMENT OR IN ANY
OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE AGENT, ANY LENDER OR THE L/C ISSUER MAY
OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY
JURISDICTION



[The balance of this page is intentionally left blank]



 









 





     IN WITNESS WHEREOF, the undersigned have caused this Pledge Agreement to be duly executed and
delivered as an instrument under seal as of the date first above written.



	 	 	 	 	 
	BORROWER: 	CEDAR SHOPPING CENTERS

PARTNERSHIP, L.P.,

a Delaware limited partnership

 	 
	 	By:  	Cedar Shopping Centers, Inc., a
 Maryland corporation, its general
partner 	 



	 	 	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



	 	 	 	 	 
	AGENT: 	BANK OF AMERICA, N.A.,

a national banking association, as

Administrative Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




 











 





EXHIBIT J




CEDAR SHOPPING CENTERS, INC.

Projected Operating Budget

Funds From Operations (“FFO”) and Adjusted Funds From Operations (Cash Flow — “AFFO”)

Year Ending June 30, 2010

(unaudited)




	 	 	 	 	 
	 	 	Consolidated	 
	 	 	totals	 
	Revenues:
	 	 	 	 
	Rent
	 	$	159,758,000	 
	Expense recoveries
	 	 	35,805,000	 
	Other
	 	 	298,000	 
	 
	 	 	 
	Total revenues
	 	 	195,861,000	 
	 
	 	 	 
	 
	 	 	 	 
	Expenses:
	 	 	 	 
	Operating, maintenance and management
	 	 	35,761,000	 
	Real estate and other property-related taxes
	 	 	22,323,000	 
	General and administrative
	 	 	10,541,000	 
	Interest expense (including amortization of deferred financing costs)
	 	 	60,208,000	 
	Depreciation and amortization
	 	 	46,907,000	 
	Interest income and income from unconsolidated joint venture
	 	 	(1,025,000	)
	 
	 	 	 
	Total expenses
	 	 	174,715,000	 
	 
	 	 	 
	 
	 	 	 	 
	Income before minority and limited partners’ interests
	 	 	21,146,000	 
	 
	 	 	 	 
	Minority interests
	 	 	(2,735,000	)
	Limited.partners’ interest
	 	 	(663,000	)
	 
	 	 	 
	 
	 	 	 	 
	Net income
	 	 	17,748,000	 
	 
	 	 	 	 
	Preferred stock distribution requirements
	 	 	(7,877,000	)
	 
	 	 	 
	 
	 	 	 	 
	Net income applicable to common shareholders
	 	 	9,871,000	 
	Add/deduct:
	 	 	 	 
	Real estate depreciation and amortization
	 	 	46,606,000	 
	Limited partners’ interest
	 	 	663,000	 
	Minority interests
	 	 	2,735,000	 
	Minority interests’ share of FFO
	 	 	(10,238,000	)
	Equity in income of unconsolidated joint venture
	 	 	(1,025,000	)
	FFO from unconsolidated joint venture
	 	 	1,412,000	 
	 
	 	 	 
	 
	 	 	 	 
	FFO
	 	 	50,024,000	 
	Add/deduct:
	 	 	 	 
	Pro rata share of straight-line rents
	 	 	(1,142,000	)
	Pro rata share of amortization of intangible lease liabilities
	 	 	(11,640,000	)
	Pro rata share of cap-x @ $0.55/sq.ft/year (excluding
development/redevelopment properties)
	 	 	(5,709,000	)
	Amortization of deferred compensation costs, net
	 	 	3,300,000	 
	Guaranteed rent payments
	 	 	659,000	 
	Transaction costs and other
	 	 	—	 
	Pro rata share of scheduled debt amortization payments
	 	 	(8,938,000	)
	Non-real estate depreciation and amortization
	 	 	4,787,000	 
	 
	 	 	 
	AFFO (Cash Flow)
	 	$	31,341.00	 
	 
	 	 	 






 









 






EXHIBIT K




FORM OF

MORTGAGE/DEED OF TRUST




[MORTGAGE/DEED OF TRUST] AND SECURITY AGREEMENT



[INSERT MORTGAGE/DEED OF TRUST SPECIFIC PROVISIONS]



     The parties hereto intend that, in addition to any other debt or obligation secured hereby,
this Mortgage shall secure unpaid balances of loan advances made after this Mortgage is delivered
to the Recorder for record. Such loan advances may be evidenced by a note or notes of the Borrower.



     KNOW ALL MEN BY THESE PRESENTS that [_______________] a
[_______________] having an address at 44 South Bayles Avenue, Port Washington, New
York 11050 (hereinafter, the “Mortgagor”) for consideration paid, hereby grants, bargains,
conveys, sells, transfers, assigns, mortgages and confirms unto BANK OF AMERICA, N.A., a national
banking association having an address at 100 N. Tryon Street, Mail Code: NCI-001-15-14, Charlotte,
NC 28255, in its capacity as Administrative Agent under that certain Amended and Restated Loan
Agreement dated as of November 10, 2009 (hereinafter, as, amended, and as may be further amended
from time to time, the “Loan Agreement”), by and among CEDAR SHOPPING CENTERS PARTNERSHIP, L.P., a
Delaware limited partnership having an address at 44 South Bayles Avenue, Port Washington, New
York 11050 (hereinafter, the “Borrower”, which Borrower is not a party to this Mortgage), Bank of
America, N.A. and the other lending institutions which are or become parties to the Loan Agreement
(Bank of America, N.A. and the other lending institutions which are or become parties to the Loan
Agreement are collectively referred to as the “Lenders” and individually as the “Lender”), and
BANK OF AMERICA, N.A., as. Administrative Agent (hereinafter, the “Agent”), with MORTGAGE
COVENANTS, the Mortgaged Property (as defined below) to secure the Obligations (as defined below).



     The terms “Mortgagor” and “Borrower” shall include, wherever the context permits, their
successors and assigns. The terms “Agent” and “Lenders” shall include, wherever the context
permits, their successors and assigns as the holder for the time being of this [ Mortgage/Deed of
Trust] and Security Agreement, and the Obligations hereby secured.



     This [Mortgage/Deed of Trust] and Security Agreement (hereinafter, the “Mortgage”) is granted
pursuant to the terms, provisions and conditions of the Loan Agreement. Capitalized terms used
herein which are not otherwise specifically defined shall have the same meaning herein as in the
Loan Agreement.



     The term “Mortgaged Property” shall mean and include all of the following described
property:



     A. Real Estate. The land more particularly described on Exhibit A which is
annexed hereto and made a part hereof (hereinafter, the “Land”) together with the improvements
and other structures now or hereafter situated thereon (such improvements being sometimes called



 









 




the “Improvements”) with a street address
of [____________, ____________, ____________ County,
____________], together with all rights, privileges, tenements, hereditaments, appurtenances,
easements, including, but not limited to, rights and easements for access and egress and utility
connections,. and other rights now or hereafter appurtenant thereto (hereinafter, the “Real Estate”);




     B. Fixtures. All real estate fixtures or items which by agreement of the parties may
be deemed to be such fixtures, now or hereafter owned by Mortgagor, or in which Mortgagor has or
hereafter obtains an interest, and now or hereafter located in or upon the Real Estate, or now or
hereafter attached to, installed in, or used in connection with any of the Real Estate, including,
but not limited to, any and all portable or sectional buildings, bathroom, plumbing, heating,
lighting, refrigerating, ventilating and air-conditioning apparatus and equipment, garbage
incinerators and receptacles, elevators and elevator machinery, boilers, furnaces, stoves, tanks,
motors, sprinkler and fire detection and extinguishing systems, doorbell and alarm systems, window
shades, screens, awnings, screen doors, storm and other detachable windows and doors, mantels,
partitions, built-in cases, counters and other fixtures whether or not included in the foregoing
enumeration (hereinafter, the “Fixtures”);



     C. Additional Appurtenances. All bridges, easements, rights of way, licenses,
privileges, hereditaments, permits and appurtenances hereafter belonging to or enuring to the
benefit of the Real Estate and all right, title and interest of Mortgagor in and to the land lying
within any street or roadway adjoining any of the Real Estate and all right, title and interest of
Mortgagor in and to any vacated or hereafter vacated streets or roads adjoining any of the Real
Estate and any and all reversionary or remainder rights (hereinafter, the
“Additional Appurtenances”);



     D. Awards. All of the right, title and interest of Mortgagor in and to any award or
awards heretofore made or hereafter to be made by any municipal, county, state or federal
authorities to the present or any subsequent owners of any of the Real Estate, or the Fixtures, or
the Additional Appurtenances, or the Leases or the Personal Property, including, without
limitation, any award or awards, or settlements or payments, or other compensation hereafter made
resulting from (x) condemnation proceedings or the taking of the Real Estate, or the Fixtures, or
the Additional Appurtenances, or the Leases or the Personal Property, or any part thereof, under
the power of eminent domain, or (y) the alteration of grade or the location or discontinuance of
any street adjoining the Land or any portion thereof, or (z) any other injury to or decrease in
value of the Mortgaged Property (hereinafter, the “Awards”);



     E. Leases. All leases now or hereafter entered into of the Real Estate, or any portion
thereof, and all rents, issues, profits, revenues, earnings and royalties therefrom, and all right,
title and interest of Mortgagor thereunder, including, without limitation, purchase or sale
options, cash, letters of credit, or securities deposited thereunder to secure performance by the
tenants or occupants of their obligations thereunder, whether such cash, letters of credit, or
securities are to be held until the expiration of the terms of such leases or occupancy agreements
or applied to one or more of the installments of rent coming due prior to the expiration of such
terms including, without limitation, the right to receive and collect the rents and other payments
due thereunder (hereinafter, the “Leases”);




 











 





     F. Purchase and Sale Agreements. All purchase and sale agreements now or
hereafter entered into of the Real Estate, or any portion thereof, or any condominium units into
which the Real Estate may be converted including, without limitation, cash, letters of credit or
securities deposited thereunder to secure performance by the purchasers of their obligations
thereunder (hereinafter, the “Purchase and Sale Agreements”); and



     G. Personal Property. All tangible and intangible personal property now owned or at
any time hereafter acquired by Mortgagor of every nature and description, and whether or not used
in any way in connection with the Real Estate, the Fixtures, the Additional Appurtenances, the
Purchase and Sale Agreements or any other portion of the Mortgaged Property, including, without
limitation express or implied upon the generality of the foregoing, all Equipment, Goods,
Inventory, Fixtures, Accounts, Instruments, Documents and General Intangibles (as each such
capitalized term is defined in the Uniform Commercial Code in effect in the State of [                    ]
and further including, without any such limitation, the following whether or not included in the
foregoing: materials; supplies; furnishings; chattel paper; money; bank accounts; security
deposits; utility deposits; any insurance or tax reserves deposited with Agent; any cash collateral
deposited with Agent; claims to rebates, refunds or abatements of real estate taxes or any other
taxes; contract rights; plans and specifications; licenses, permits, approvals and other rights;
the rights of Mortgagor under contracts with respect to the Real Estate or any other portion of the
Mortgaged Property; signs, brochures, advertising, the name by which the Mortgaged Property is
known and any variation of the words thereof, and good will; copyrights, service marks, and all
goodwill associated therewith; and trademarks; all proceeds paid for any damage or loss to all or
any portion of the Real Estate, the Fixtures, the Additional Appurtenances, any other Personal
Property or any other portion of the Mortgaged Property (hereinafter, the “Insurance Proceeds”);
all Awards; all Leases; all Purchase and Sale Agreements; all books and records; and all proceeds,
products, additions, accessions, substitutions and replacements to any of the Mortgaged
Property (hereinafter, collectively, the “Personal Property”).



     The term “Obligations” shall mean and include:



     A. The Guaranteed Obligations, as such term is defined in that certain Guaranty of even date
executed by the Mortgagor in favor of the Agent on behalf of the Lenders;



     B. The payment, performance, discharge and satisfaction of each covenant, warranty,
representation, undertaking and condition to be paid, performed, satisfied and complied with by
Mortgagor under and pursuant to this Mortgage, the Guaranty, the Loan Documents, or any other
document executed in connection therewith;



     C. The payment of all costs, expenses, legal fees and liabilities incurred by Agent and the
Lenders in connection with the enforcement of any of Agent’s or any Lenders’ rights or remedies
under this Mortgage, the Guaranty, the Loan Documents, or any other instrument, agreement or
document which evidences or secures any other obligations or collateral therefor, whether now in
effect or hereafter executed; and



     D. The payment, performance, discharge and satisfaction of each liability and obligation of
Mortgagor to Agent or any Lender under any one or more of the Loan Documents and any amendment,
extension, modification, replacement or recasting of any one or more of the



 









 




instruments, agreements and documents referred to herein or therein or executed in connection with
the transactions contemplated hereby or thereby.




     Mortgagor hereby grants to Agent, on behalf of the Lenders, a continuing security interest in
all of the Mortgaged Property in which a security interest may be granted under the
Uniform Commercial Code as such is in effect in the State of [                    ], including,
without limitation, the Fixtures, the Personal Property and the Purchase and Sale Agreements,
together with all proceeds and products, whether now or at any time hereafter acquired and whether
or not used in any way in connection with the development, construction, marketing or operation of
the Real Estate to secure all Obligations.



     This instrument is intended to take effect as a mortgage pursuant to [                    ] law and as a
security agreement pursuant to the UCC and is to be filed with the Office of the Recorder
of [                    ] County, [                    ] as a fixture financing statement pursuant to the UCC.



     Mortgagor covenants, warrants, represents and agrees with Agent, its successors and assigns,
and the Lenders, that:



     (ii) Title. Mortgagor has good record title to the Mortgaged Property and has good
right, full power and lawful authority to grant and convey the same in the manner aforesaid; and
that the Mortgaged Property are free and clear of all encumbrances and exceptions, except for the
permitted title exceptions, if any, as set forth on Exhibit B which is annexed hereto and
made a part hereof. Mortgagor shall make any further assurances of title that Agent may in good
faith require including, without limitation, such further instruments as may be requested by Agent
to confirm the assignment to Agent of all Awards.



     (iii) Performance of Obligations. Mortgagor shall perform and observe all of the
obligations and conditions set forth in each of the Guaranty, this Mortgage, the Assignment of
Leases and Rents, the Environmental Indemnity Agreement, and each of the other Loan Documents or
other agreements, if any, executed by Mortgagor in connection with the Loan.



     (iv) Protection and Maintenance. Mortgagor shall protect and maintain, or cause to be
maintained, in good, first-class and substantial order, repair and tenantable condition at all
times, the buildings and structures now standing or hereafter erected on the Mortgaged Property,
and any additions and improvements thereto, and all Personal Property now or hereafter situated
therein, and the utility services, the parking areas and access roads, and all building fixtures
and equipment and articles of personal property now or hereafter acquired and used in connection
with the operation of the Mortgaged Property. Mortgagor shall promptly replace any of the
aforesaid which may become lost, destroyed or unsuitable for use with other property of
first-class character.



     (v) Insurance Coverages. Mortgagor shall insure the Mortgaged Property and the
operation thereof with such coverages and in such amounts as are required by the provisions of the
Loan Agreement and shall at all times keep such insurance in full force and effect and pay all
premiums therefor in accordance with the terms and conditions of the Loan Agreement. The original
or certified copies of all such policies of insurance (or certificates or binders thereof



 









 




issued by the insurer in form, content and manner of execution reasonably satisfactory to Agent)
shall be delivered to Agent and the Lenders, and Mortgagor shall deliver to the Agent and the
Lenders a new policy or certified copy thereof (or such a certificate) as replacement for an
expiring policy (or such a certificate) required to be deposited hereunder together with proof of
payment of the premiums therefor in accordance with the terms and conditions of the Loan Agreement.
Mortgagor hereby irrevocably appoints Agent its true and lawful attorney-in-fact, with full power
of substitution, to assign any such policy in the event of the foreclosure of this Mortgage.




     (vi) Insurance Proceeds. The proceeds of any hazard insurance shall be applied in
accordance with Article 14 of the Loan Agreement relating to the application of insurance
proceeds, which provisions are expressly incorporated by reference herein. Notwithstanding
anything in this Section (vi) to the contrary, however, if the insurer denies liability to
Mortgagor, Mortgagor shall not be relieved of any obligation under Section (iv) of this Mortgage.



     (vii) Eminent Domain. The Awards of damages on account of any condemnation for public
use of, or injury to, the Mortgaged Property shall be applied in accordance with Article 14 of the
Loan Agreement relating to the application of condemnation proceeds, which provisions are
expressly incorporated by reference herein.



     (viii) No Waste; Compliance With Law. Mortgagor shall not commit or suffer any
intentional waste of the Mortgaged Property, or any portion thereof, or any violation of any law,
rule, regulation, ordinance, license or permit, or the requirements of any licensing authority
affecting the Mortgaged Property or any business conducted thereon, and shall not commit or suffer
any material (for purposes of this section, “material” shall mean an activity in excess of
$500,000.00) demolition, removal or alteration of any of the Mortgaged Property (except for
customary renovations or alterations performed in connection with Leases or the replacement of
Fixtures and Personal Property in the ordinary course of business, so long as items of comparable
value and quality are installed free and clear of liens in favor of any other party), without the
express prior written consent of Agent in each instance which consent shall not be unreasonably
withheld or delayed, and shall not violate nor suffer the violation of the covenants and
agreements, if any, of record against the Mortgaged Property, and in all respects Mortgagor shall
do all things necessary to comply with, and keep in full force and effect all licenses, permits
and other governmental authorizations for the operation of the Mortgaged Property for its intended
purposes, including, without limitation express or implied, the licenses, permits and
authorizations referenced in the Loan Agreement.



     (ix) Environmental and Related Matters; Indemnification. Mortgagor shall at all times
comply with all of the terms, conditions and provisions imposed on the Indemnitors (as defined in
the Environmental Indemnity Agreement) under the Environmental Indemnity Agreement and indemnify,
exonerate and save harmless Agent, and each of the Lenders and each other Indemnified Party (as
defined in the Environmental Indemnity Agreement) in accordance with the terms of the
Environmental Indemnity Agreement.



     (x) Payment of Taxes and Prevention of Liens. Mortgagor shall pay in accordance with
the terms of the Loan Agreement, all taxes, assessments and charges of every nature and to
whomever assessed that may now or hereafter be levied or assessed upon the Mortgaged



 









 




Property or any part thereof, or upon the rents, issues, income or profits thereof or upon the lien
or estate hereby created, whether any or all of said taxes, assessments or charges be levied
directly or indirectly or as excise taxes or as income taxes. Mortgagor may apply for tax
abatements and prosecute diligently and in good faith claims for refund and any such taxes,
assessment, and charges, provided the requirements of Section 8.2.3 of the Loan Agreement are
satisfied.




     (xi) Due On Sale; No Other Encumbrances; No Transfer of Ownership Interests; Failure to
Comply with Permitted Exceptions. The Borrower shall comply with the terms and conditions of
the Loan Agreement with respect to permitted transactions.



     (xii) Agent’s and Lenders’ Rights. If Mortgagor shall neglect or refuse: (a) to
maintain and keep in good repair the Mortgaged Property or any part thereof as required by this
Mortgage or the Loan Agreement, taking into account all applicable grace and cure periods, or (b)
to maintain and pay the premiums for insurance which may be required by this Mortgage or the Loan
Agreement, taking into account all applicable grace and cure periods, or (c) subject to
Mortgagor’s right to contest as set forth in the Loan Agreement, to pay and discharge all taxes
of whatsoever nature, assessments and charges of every nature and to whomever assessed, as
required by this Mortgage or the Loan Agreement, taking into account all applicable grace and
cure periods, or (d) to pay the sums required to be paid by this Mortgage or the Loan Agreement,
taking into account all applicable grace and cure periods, or (e) to satisfy any other terms or
conditions of this Mortgage, or any instrument secured hereby, taking into account all applicable
grace and cure periods, Agent may, at its election in each instance, but without any obligation
whatsoever to do so, upon thirty (30) days prior written notice (except in the case of (i) an
emergency where there is danger to person or property, or (ii) required insurance coverage would
lapse, or (iii) an Event of Default exists, in each of which events no notice shall be required
except notice of such Event of Default), cause such repairs or replacements to be made, obtain
such insurance or pay said taxes, assessments, charges, and sums, incur and pay reasonable
amounts in protecting its rights hereunder and the security hereby granted, pay any balance due
under any conditional agreement of sale (or lease) of any property included as a part of the
Mortgaged Property, and pay any amounts as Agent deems reasonably necessary or appropriate to
satisfy any term or condition of this Mortgage, which Mortgagor shall have failed to satisfy, or
to remedy any breach of such term or condition, and any amounts or expenses so paid or incurred,
together with interest thereon from the date of payment by Agent or the Lenders at the Default
Rate as provided in the Loan Agreement shall be immediately due and payable by Mortgagor to Agent
and the Lenders and until paid shall be secured hereby equally and ratably, and the same may be
collected as part of said principal debt in any suit hereon. No payment by Agent or the Lenders
shall relieve Mortgagor from any default hereunder or impair any right or remedy of Agent
consequent thereon.



     (xiii) Tax Reserve and Insurance Reserve. Mortgagor shall, upon the request of Agent,
from time to time while an Event of Default is existing, pay to Agent on dates upon which
installments of interest are payable under the Loan Agreement, such amount as Agent from time to
time estimates as necessary to create and maintain a reserve fund from which to pay before the
same become due: (a) all taxes, assessments, liens and charges on or against the Mortgaged
Property, and (b) all premiums for insurance policies which are required by this Mortgage. Such
payments, if so requested, shall be invested in a non-interest bearing account which shall be held



 









 




by Agent as cash collateral. Any part or all of such reserve fund may be applied, at the option of
Agent, to (i) cure the existing Event of Default, (ii) pay down any part of the indebtedness hereby
secured, or (iii) pay to the taxing authority or the insurer the applicable real estate taxes or
insurance premiums then due on behalf of Mortgagor. Payments from such reserve fund for said
purposes may be made by Agent in accordance with this Section (xiii) even though subsequent owners
of the property described herein may benefit thereby. In refunding any part of said reserve fund,
Agent may deal with whomever is the record owner of such property at that time.




     (xiv) Certain Expenses. If any action or proceeding is commenced, including, without
limitation, an action to foreclose this Mortgage or to collect the debt hereby secured, to which
action or proceeding Agent or any Lender is made a party by reason of the execution of this
Mortgage, or by reason of any obligation which it secures, or by reason of entry or any other
action under this Mortgage, or if in Agent’s reasonable judgment it becomes necessary in
connection with legal proceedings or otherwise to defend or uphold the mortgage hereby granted or
the lien hereby created or any act taken to defend or uphold the mortgage hereby granted or the
lien hereby created or any act taken under this Mortgage, all sums reasonably paid or incurred by
Agent or any Lender for the expense of any litigation or otherwise, in connection with any rights
created by this Mortgage or any other Loan Document, shall be paid by Mortgagor, or may at the
option of Agent, if not so paid, be added to the debt secured hereby and shall be secured hereby
equally and ratably and shall bear interest until paid at the Default Rate set forth in the Loan
Agreement.



     (xv) Regarding Leases. Mortgagor shall comply with the terms and conditions set forth
in the Loan Agreement with respect to any leases or occupancy agreements with respect to the
Mortgaged Property.



     (xvi) Declaration of Subordination. At the option of Agent, which may be exercised at
any time or from time to time, by written notice to Mortgagor and to any applicable tenant, this
Mortgage shall become subject and subordinate, in whole or in part (but not with respect to
priority of entitlement to insurance proceeds or condemnation proceeds), to any and all leases of
all or any part of the Mortgaged Property upon the execution by Agent and recording or filing
thereof, at any time hereafter in the appropriate official records of the county/registry of deeds
wherein the Mortgaged Property are situated of a unilateral declaration to that effect.



     (xvii) Further Assignment by Mortgagor. Mortgagor hereby further assigns to Agent as
security for the Obligations the lessor’s interests in any or all leases, now or hereafter
outstanding, and to the extent it may lawfully do so Mortgagor’s interests in all agreements,
contracts, licenses and permits, now or hereafter outstanding, affecting all or any portion of the
Mortgaged Property. Mortgagor shall execute, acknowledge and deliver such further or confirmatory
assignments thereof, by instruments in form reasonably satisfactory to the Agent, as Agent may
reasonably require. Mortgagor hereby authorizes Agent in the event of foreclosure, to sell and
assign said interests to the purchaser at foreclosure, but neither such assignment nor any such
future assignment shall be construed as binding Agent to any lease, agreement, contract, license
or permit so assigned, or to impose upon Agent any obligations with respect thereto. Mortgagor
hereby irrevocably appoints Agent, or any agent designated by Agent, the true and lawful
attorney-in-fact of Mortgagor, with full power of substitution, to execute, acknowledge and
deliver any such assignment on behalf of Mortgagor which Mortgagor



 









 




fails or refuses to do. In the event of any conflict between the provisions of this Section and
the provisions of the Collateral Assignment of Leases and Rents, or any of the other Loan
Documents, the provisions of the Collateral Assignment of Leases and Rents shall govern.




     (xviii) UCC Filing. Mortgagor, upon Agent’s written request, shall promptly cause
this Mortgage and any required financing statements to be recorded and re-recorded, registered
and re-registered, filed and re-filed at such times and places as may be required by law or
reasonably deemed advisable by Agent to create, preserve or protect the priority hereof and of
any lien created hereby upon the Mortgaged Property or any part thereof; and Mortgagor shall
from time to time do and cause to be done all such things as may be required by Agent, or
required by law, including all things which may from time to time be necessary under the Uniform
Commercial Code of the State of [                    ] to fully create, preserve and protect the priority hereof and
of any lien created hereby upon said property. Mortgagor hereby irrevocably appoints Agent, or
any agent designated by Agent, the true and lawful attorney-in-fact of Mortgagor, with full
power of substitution, to execute, acknowledge and deliver any such things on behalf of
Mortgagor which Mortgagor fails or refuses to do.



     (xix) Right to Deal with Successor. Agent may, without notice to any person, deal with
any successor in interest of Mortgagor herein regarding this Mortgage in all respects as it might
deal with Mortgagor herein, without in any way affecting the liability hereunder of any predecessor
in interest of the person so dealt with; and no sale of the premises hereby mortgaged, nor any
forbearance on the part of Agent, shall operate to release, discharge, modify, change or affect the
original liability of any predecessor in interest of the equity owner at the time of such sale or
forbearance.



     (xx) Acceleration of Debt. If there is an Event of Default, or if an event occurs
which pursuant to which Agent is entitled to exercise its lights and remedies under the
Guaranty, then, at the option of Agent, the entire indebtedness hereby secured shall become
immediately due and payable without further notice.



     (XXI) ADDITIONAL RIGHTS OF AGENT.



     a. Enter and Perform. Mortgagor authorizes Agent, in addition to all other rights granted by
law or by this Mortgage, or by any of the other instruments executed in connection herewith,
whenever and as long as any Event of Default shall exist and remain uncured, and without notice
beyond the notice, if any, required to be given by the terms of such instrument, to enter and take
possession of all or any part of the Mortgaged Property and to use, lease, operate, manage and
control the same and conduct the business thereof, and perform lessor’s obligations under any lease
or the seller’s obligations under any Purchase and Sale Agreement or Mortgagor’s obligations under
any other agreement affecting all or any part of the Mortgaged Property, perform the obligations of
the seller under any contracts, and collect the rents, profits and all receipts of every nature
therefrom as Agent shall deem best.



     b. Repairs and Improvements. Upon every such entry pursuant to Section a, Agent may from time
to time at the expense of Mortgagor make all such repairs, replacements, alterations, additions
and improvements to the Mortgaged Property as Agent may deem necessary, but in no event shall Agent
be obligated to do so, and may, but shall not be obligated




 












 




to, exercise all rights and powers of Mortgagor, either in the name of Mortgagor, or
otherwise as Agent shall determine. Without limitation, express or implied, upon the generality of
the foregoing, Agent shall have the right to do all things necessary in order to keep in full
force and effect all applicable licenses, permits and authorizations and any amendments thereto.




     c. Pay Costs and Expenses. Upon such entry pursuant to Section a, Agent may, at its option,
but without any obligation to do so, do any one or more of the following: pay and incur all
expenses necessary for the holding and operating of the Mortgaged Property, the conduct of any
business thereon, the maintenance, repair, replacement, alteration, addition and improvement of the
Mortgaged Property, including without limitation payments of taxes, assessments, insurance, wages
of employees connected with the Mortgaged Property or any business conducted thereon, charges and
reasonable compensation for services of Agent, its attorneys and accountants and all other persons
engaged or employed in connection with the Mortgaged Property or of any business conducted thereon
and, in addition, Agent, at its option, may, but shall not be obligated to, make payments or incur
liability with respect to obligations arising prior to the date it takes possession.



     d. Add to Secured Indebtedness. All obligations so paid or incurred by Agent pursuant to
Section c shall be reimbursed or paid for by Mortgagor upon demand, and prior to the repayment
thereof shall be added to the debt secured hereby and shall bear interest at the Default Rate, and
shall be secured hereby equally and ratably. Agent may also reimburse itself therefor from the
income or receipts of the Mortgaged Property or any business conducted thereon, or from the sale of
all or any portion of the Mortgaged Property. Agent may also apply toward any of the Obligations
any tax or insurance reserve account, deposit or any sum credited or due from Agent to Mortgagor
without first enforcing any other rights of Agent against Mortgagor or against any endorser or
other guarantor or against the Mortgaged Property.



     e. Attorney-In-Fact. Mortgagor hereby irrevocably constitutes and appoints Agent, or any
agent designated by Agent, for so long as this Mortgage remains undischarged of record, as
attorney-in-fact of Mortgagor to execute, acknowledge, seal and deliver all instruments,
agreements, deeds, certificates and other documents of every nature and description in order to
carry out or implement the exercise of Agent’s rights under this Section (xxi).



     (xxii) Setoff. Subject to the terms of this Section (xxii), Mortgagor hereby grants
to Agent and each of the Lenders, a lien, security interest and right of setoff as security for
all liabilities and obligations to Agent and the Lenders, whether now existing or hereafter
arising, upon and against all deposits, credits, collateral and property, now or hereafter in the
possession, custody, safekeeping or control of Agent or any Lender or any entity under the control
of AGENT OR ANY LENDER, or in transit to any of them. At any time, from and after the occurrence
of and during the continuance of an Event of Default, Agent or any Lender may set off the same or
any part thereof and apply the same to any liability or obligation of Mortgagor even though
unmatured and regardless of the adequacy of any other collateral securing the Loan. Within five
(5) Business Days of making any such set-off, Agent agrees to notify Mortgagor thereof, provided
that the failure by Agent to give such notice shall not affect the validity of such set-off. ANY
AND ALL RIGHTS TO REQUIRE AGENT OR ANY LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO
ANY OTHER COLLATERAL WHICH SECURES THE LOAN, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT



 









 




TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE MORTGAGOR, ARE HEREBY KNOWINGLY, VOLUNTARILY
AND IRREVOCABLY WAIVED.




     (xxiii) Contest of Laws. Mortgagor shall have the right to contest by appropriate
legal proceedings the validity of any legal requirements affecting the Mortgaged Property in
accordance with the provisions of Section 9.1 of the Loan Agreement.



     (xxiv) Notices. Any demand, notice or request by either party to the other shall be
given in the manner provided therefor in the Loan Agreement.



     (xxv) Agent/Lender Not Obligated; Cumulative Rights. Nothing in this instrument
shall be construed as obligating Agent or any Lender to take any action or incur any liability
with respect to the Mortgaged Property or any business conducted thereon, and all options given
to Agent are for its benefit and shall and may be exercised in such order and in such combination
as Agent in its sole discretion may from time to time decide.



     (xxvi) Severability. In case any one or more of the provisions of this Mortgage, the
Guaranty, the Assignment of Leases and Rents, the Environmental Indemnity Agreement, or any of
the other Loan Documents, or any other agreement now or hereafter executed in connection with any
one or more of the foregoing are held to be invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any other provision hereof. Each
of the provisions of every such agreement, document or instrument shall be enforceable by Agent
to the fullest extent now or hereafter not prohibited by applicable law.



     (xxvii) No Waiver. No consent or waiver, express or implied, by Agent to or of any
Default by Mortgagor shall be construed as a consent or waiver to or of any other Default at the
same time or upon any future occasion.



     (xxviii) Foreclosure and Other Remedies. From and after the occurrence of and during
the continuance of an Event of Default, Agent may institute an action of mortgage foreclosure, or
take such other action at law or in equity for the enforcement of this Mortgage and realization on
the mortgage security or any other security herein or elsewhere provided for, as the law may
allow, and may proceed therein to final judgment and execution for the entire unpaid balance of
the indebtedness secured hereby, with interest at the rate(s) stipulated in the Loan Agreement,
together with all other sums due in accordance with the provisions of the Loan Agreement,
including all sums which may be advanced after the date of this Mortgage, all sums which may have
been advanced by the Agent for taxes, water or sewer rents, other lienable charges or claims,
insurance or repairs or maintenance of the Mortgaged Property after the date of this Mortgage
(including the period after the entry of any judgment in mortgage foreclosure or other judgment
entered pursuant to this Mortgage or the Loan Agreement), and all costs of suit, including
reasonable counsel fees. From and after the occurrence of and during the continuance of an Event
of Default, Mortgagor authorizes Agent at its option to foreclose this Mortgage subject to the
rights of any tenants of the Mortgaged Property, and the failure to make any such tenants parties
to any such foreclosure proceedings and to foreclose their rights will not be asserted by
Mortgagor as a defense to any proceedings instituted by Agent to recover the indebtedness secured
hereby or any deficiency remaining unpaid after the foreclosure sale of the Mortgaged Property.



 









 





     (xxix) Waivers By Mortgagor. Mortgagor, to the fullest extent that Mortgagor may do
so, hereby: (a) agrees that Mortgagor will not at any time insist upon, plead, claim or take the
benefit or advantage of any law now or hereafter in force providing for any appraisement,
valuation, stay or extension, or any redemption after foreclosure
sale, and waives and releases all
rights of redemption after foreclosure sale, valuation, appraisement, stay of execution, notice of
election to mature or declare due the debt secured hereby; and (b) waives all rights to a
marshalling of the assets of Mortgagor, including the Mortgaged Property, or to a sale in inverse
order of alienation in the event of a sale hereunder of the Mortgaged Property, and agrees not to
assert any right under any statute or rule of law pertaining to the marshalling of assets, sale in
inverse order of alienation, or other matters whatever to defeat, reduce or affect the right of
Agent under the terms of this Mortgage to a sale of the Mortgaged Property.



     (xxx) Business Loan; Not Personal Residence. Mortgagor covenants, warrants and
represents that all of the proceeds of the Loan secured hereby shall be used for business or
commercial purposes, none of the proceeds of the Loan secured hereby shall be used for personal,
family or household purposes, and that no individual liable for the Loan resides or intends to
reside in any portion of the Mortgaged Property.



     (xxxi) Certification. The undersigned hereby certifies that Mortgagor is
a duly organized, validly existing [                    ] organized and in good standing under the laws of
the State of [                    ], and that the execution and delivery hereof and of all of the other
instruments executed in connection herewith by Mortgagor has been duly authorized by all requisite
[                    ] actions of Mortgagor.



     (xxxii) Headings. Headings and captions in this Mortgage are for convenience and
reference only and the words and phrases contained therein shall in no way be held to explain,
modify, amplify or aid in the interpretation, construction or meaning of any of the provisions
hereof.



     (xxxiii) Time of Essence. Time shall be of the essence of each and every provision of
this Mortgage and each of the other instruments executed herewith.



     (xxxiv) Governing Law; Mutual Waiver of Jury Trial.



     a. Governing Law. This Mortgage shall in all respects be governed, construed,
applied and enforced in accordance with the internal laws of the State of [                    ] without
regard to principles of conflicts of law.



     b. SUBMISSION TO JURISDICTION. EACH PARTY HERETO IRREVOCABLY AND
UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION
OF THE COURTS OF THE STATE OF NEW YORK LOCATED WITHIN THE FIRST DEPARTMENT OF THE NEW YORK STATE
UNIFIED COURT SYSTEM AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK,
AND ANY APPELLATE COURT HAVING JURISDICTION FROM AN APPEAL THEREFROM, IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS MORTGAGE OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR
ENFORCEMENT OF ANY



 









 




JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN
RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT
OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES
HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE
ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.
NOTHING IN THIS MORTGAGE OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE
ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR
PROCEEDING RELATING TO THIS MORTGAGE OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER
LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.




     c. JURY TRIAL WAIVER. MORTGAGOR, AGENT, AND EACH OF THE LENDERS MUTUALLY HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION BASED ON THIS MORTGAGE, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS MORTGAGE OR
ANY OTHER LOAN DOCUMENTS CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH, OR ANY COURSE OF
CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS
WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR MORTGAGOR, AGENT AND EACH OF THE LENDERS TO ENTER
INTO THE TRANSACTIONS CONTEMPLATED HEREBY.



     (XXXV) LOCAL LAW PROVISIONS.



     a. [INSERT STATE-SPECIFIC PROVISIONS]



[The balance of this page is intentionally left blank]




 









 





     IN WITNESS WHEREOF, Mortgagor has caused this Mortgage to be duly executed and delivered at as
a sealed instrument as of the [          ] day of [          ], [          ].



	 	 	 	 	 

	MORTGAGOR:

	 	[                                        ]
	 	 
	 
	 	 	 	 
	 

	 	By: [SIGNATURE BLOCK OF MORTGAGOR]	 	 






STATE OF                                             

COUNTY OF                                         




     And now, this            day of                     , 20      , before me, the undersigned Notary Public,
personally appeared                     , who acknowledged himself/herself to be the Vice President
of Cedar Shopping Centers, Inc., a Maryland corporation, as general partner of Cedar Shopping
Centers Partnership, L.P., a Delaware limited partnership and
[                    ]
of
[                                        ],
a
[                                
        ],
and that s/he, as such Vice President
being authorized to do so, executed the foregoing instrument for the purposes therein contained on
behalf of such partnership, corporation, and company.



     In witness whereof, I hereunder set my hand and official seal.



	 	 	 	 	 
	 	 	 
	 	
 	 
	 	Notary Public 	 
	 	My commission expires: 	 
	 




 









 





EXHIBIT “A” ANNEXED TO AND MADE A PART OF THE

OPEN-END MORTGAGE AND SECURITY AGREEMENT




LEGAL DESCRIPTION



	 	 	 

	Property Address:

	 	[            
                    ]
	 

	 	[            
                  
          ]






ADDRESS: [                                        ]




PERMANENT PARCEL NO.                                         




 









 





EXHIBIT “B” ANNEXED TO AND MADE A PART OF THE

OPEN-END MORTGAGE AND SECURITY AGREEMENT




PERMITTED TITLE EXCEPTIONS



Those matters noted in Schedule B, Part I, of Agent’s Title Insurance Loan Policy




 











 





EXHIBIT L




FORM OF

ASSIGNMENT OF LEASES AND RENTS




ASSIGNMENT OF LEASES AND RENTS



     This Assignment of Leases and Rents (hereinafter, this “Assignment”) made as of this
[______] day of [______], [______] by
[_____________], a
[____________] having an address at 44 South Bayles Avenue, Port Washington,
New York 11050 (hereinafter, together with any successors and assigns, the “Assignor”) to BANK OF
AMERICA, N.A., a national banking association having an address at 100 N. Tryon Street, Mail Code:
NC1-001-15-14, Charlotte, NC 28255, in its capacity as Administrative Agent under a certain
Amended and Restated Loan Agreement (as now or hereafter amended, hereinafter, the “Loan
Agreement”) dated as of November 10, 2009, by and among CEDAR SHOPPING CENTERS PARTNERSHIP, L.P.
(hereinafter, the “Borrower”, which Borrower is not a party to this Assignment), Bank of America,
N.A. and the other lending institutions which are or become parties to the Loan Agreement (Bank of
America, N.A. and the other lending institutions which are or become parties to the Loan Agreement
are collectively referred to as the “Lenders” and individually as the “Lender”), and Bank of
America, N.A., as Administrative Agent (hereinafter, together with any successors and assigns, the
“Agent”), as the holder of this Assignment, and the Obligations (as defined below) secured hereby.



WITNESSETH THAT:




     (XXXVI) GRANT OF ASSIGNMENT. THIS ASSIGNMENT IS GRANTED PURSUANT TO THE TERMS,
PROVISIONS AND CONDITIONS OF THE LOAN AGREEMENT. CAPITALIZED TERMS USED HEREIN WHICH ARE NOT
OTHERWISE SPECIFICALLY DEFINED SHALL HAVE THE SAME MEANING HEREIN AS IN THE LOAN AGREEMENT.



     Assignor, for good and valuable consideration, receipt of which is hereby acknowledged,
hereby absolutely and unconditionally grants, transfers and assigns to Agent and the Lenders, and
grants to Agent and the Lenders a continuing pledge of and security interest in, the entire
present and future interest of Assignor in, to and under: (a) all leases, subleases, rental
agreements or other occupancy agreements to which Assignor is a party (hereinafter, the “Leases”)
now or hereafter in existence, with respect to all or any portion of the real property
known as
[__________________]
(hereinafter, the “Property”); (b)
all rents, income and profits of any kind arising from such interests in the Leases and any
renewals or extensions thereof for the use and occupation of all or any portion of the Property;
(c) all guaranties of and security for the Leases; and (d) all proceeds of the foregoing.



     Assignor is the owner of the Property. A legal description of the Property is annexed hereto
as Exhibit A.



 









 





     (XXXVII) OBLIGATIONS SECURED. THIS ASSIGNMENT IS MADE FOR THE PURPOSE OF SECURING THE
“OBLIGATIONS” AS FOLLOWS:




     i. The Guaranteed Obligations, as such term is defined in that certain
Guaranty of even date executed by the Assignor in favor of the Agent on behalf of the
Lenders;




     ii. The payment, performance, discharge and satisfaction of each covenant,
warranty, representation, undertaking and condition to be paid, performed, satisfied and
complied with by Assignor under and pursuant to this Assignment, the Guaranty, the Loan
Documents, or any other document executed in connection therewith;




     iii. The payment of all costs, expenses, legal fees and liabilities incurred by
Agent or any Lender in connection with the enforcement of any of Agent’s or any Lender’s
rights or remedies under this Assignment, the Guaranty, the Loan Documents, or any other
instrument, agreement or document which evidences or secures any other obligations or
collateral therefor, whether now in effect or hereafter executed; and




     iv. The payment, performance, discharge and satisfaction of all other
liabilities and obligations of Assignor to Agent and the Lenders, whether now existing
or hereafter arising, direct or indirect, absolute or contingent, and including, but
without limitation express or implied upon the generality of the foregoing, each such
liability and obligation of Assignor under this Assignment, the Guaranty, the Loan
Documents, and each amendment, extension, modification, replacement or recasting of
any one or more of the instruments, agreements and documents referred to herein or
therein or executed in connection with the transactions contemplated hereby or
thereby.



     (XXXVIII) WARRANTIES AND REPRESENTATIONS. ASSIGNOR WARRANTS AND REPRESENTS
THAT IT IS AND SHALL BE IN THE FUTURE THE SOLE OWNER OF THE ENTIRE INTERESTS DESCRIBED IN SECTION
(XXXVI) ABOVE AND THAT NO RENT RESERVED IN THE LEASES HAS BEEN OR WILL BE IN THE FUTURE OTHERWISE
ASSIGNED OR ANTICIPATED, AND THAT NO RENT FOR ANY PERIOD SUBSEQUENT TO THE DATE OF THIS ASSIGNMENT
WILL BE COLLECTED MORE THAN ONE (1) MONTH IN ADVANCE EXCEPT FOR SECURITY DEPOSITS AND LAST MONTH’S
RENTS TAKEN IN THE USUAL COURSE OF BUSINESS PURSUANT TO LEASES.



     Assignor further warrants and represents that as of the date hereof: (a) true and complete
copies, together with all amendments and modifications, of all Leases presently in full force and
effect have been delivered to Agent; (b) to Assignor’s knowledge, and except as disclosed to
Agent no default exists on the part of any of the lessees or tenants or of Assignor as lessor in
the performance on the part of either of the terms, covenants, provisions or agreements in the
Leases contained; (c) except as disclosed to Agent, Assignor knows of no condition which with the
giving of notice or the passage of time or both would constitute a default on the part of any of
the lessees or Assignor under the Leases; and (d) no security deposit or advance rental payment
has been made by any lessee under the Leases except as has been previously disclosed by Assignor



 









 




to Agent, or as may be specifically designated in the copies of the Leases previously furnished to
Agent.




     (XXXIX) COVENANTS. THE ASSIGNOR SHALL COMPLY WITH THE TERMS AND CONDITIONS OF THE LOAN
AGREEMENT WITH RESPECT TO ALL PRESENT AND FUTURE LEASES OF THE PROPERTY.



     (XL) FURTHER TERMS, COVENANTS AND CONDITIONS. THIS ASSIGNMENT IS
MADE ON THE FOLLOWING TERMS, COVENANTS AND CONDITIONS:




     a. Prior to Default. So long as no Event of Default (as defined in the Loan
Agreement) exists (hereinafter, collectively, a “Continuing Default”): Assignor shall have
the right and license to manage and operate the Property and to collect at the time of, but
not more than one (1) month prior to (except for security deposits and first or last month’s
rent taken in the usual course of business -pursuant to the Leases), the date provided for
the payment thereof, all rents, income and profits arising under the Leases or from the
premises described therein and, subject to the provisions of the other Loan Documents, to
retain, use and enjoy the same.




     b. After Default. At any time when a Continuing Default exists, Agent,
without in any way waiving such default, may at its option, without notice (except for the
notice of default), and without regard to the adequacy of the security for the Obligations
secured hereby and by the Mortgage revoke the right and license granted above to Assignor
and:




     1. Authorize and direct the lessees named in any existing Leases or any other or
future lessees or occupants of the Property, upon receipt from Agent of written
notice to the effect that Agent is or the Lenders are then the holder of the
Mortgage and this Assignment and that a Continuing Default exists
thereunder, to pay over to Agent all rents, income and profits arising or accruing
under the Leases or from the Property and to continue to do so until otherwise
notified in writing by Agent. Assignor agrees that every lessee and occupant shall
have the right to rely upon any such statement and request by Agent that lessee or
occupant shall pay such rents to Agent without any obligation or right to inquire as
to whether such Continuing Default actually exists notwithstanding any notice from or
claim of Assignor to the contrary and that Assignor shall have no right or claim
against lessees or occupants for any such rent so paid by lessees or occupants to
Agent after such notice to the lessee or occupant by Agent;




     2. Either in person or by agent, with or without bringing any action or
proceedings, or by a receiver appointed by a court, take possession of the Property
and have, hold, manage, lease and operate the same on such terms and for such period
of time as Agent may reasonably deem proper and, either with or without taking
possession of the Property in its own name, demand, sue for, or otherwise collect and
receive, all rents, income and profits of the Property, including those past due and
unpaid, with full power to make from time to time all improvements,



 









 






alterations, renovations, repairs and replacements thereto or thereof as may seem proper
to Agent; and




     3. Apply such rents, income and profits to the payment of:




     a. all reasonable expenses of managing the Property including,
without being limited thereto, the salaries, fees and wages of a managing agent
and such other employees as Agent may deem necessary, and all expenses of
operating and maintaining the Property, including, without being limited thereto,
all taxes, charges, claims, assessments, water rents, sewer rents and other
liens, and premiums for all insurance which Agent may deem necessary, the payment
or refund of security deposits, or interest thereon, and the cost of all
improvements, alterations, renovations, repairs or replacements, and all expenses
incident to taking and retaining possession of the Property; and




     b. all sums which Assignor is responsible to pay under the Mortgage, and the
principal sum, interest and indebtedness secured hereby and by the Mortgage,
and all other Obligations together with all reasonable costs and reasonable
attorneys’ fees, in such order of priority as to any of the items mentioned in
this clause (b), as Agent in its sole discretion may determine, any statute, law,
custom, or use to the contrary notwithstanding.




The exercise by Agent of the option granted it in this Section b and the collection of
the rents, income and profits and the application thereof as herein provided shall not
be considered a waiver by Agent of any Default under the other Loan Documents, or the
Guaranty, or the Leases, or this Assignment.




     c. Continuing Effect. Upon the satisfaction of the Obligations secured hereby and
by the Mortgage, (a) this Assignment shall become and be void and of no effect, but the affidavit
of any officer, agent, or attorney of Agent or the Lenders made in good faith showing any part of
said Obligations to remain unsatisfied, shall be and constitute conclusive evidence of the
validity, effectiveness and continuing force of this Assignment and any person may, and is hereby
authorized to, rely thereon and (b) Agent shall execute termination of this Assignment at
Assignor’s cost. The discharge of record of the Mortgage dated as of even date given by Assignor
to Agent shall constitute a discharge of this Assignment and a release of Agent’s and the
Lenders’ interest in the Leases and rents assigned hereby and the reassignment thereof (without
recourse to Agent or any Lender) to Assignor and all those claiming of record by, through or
under Assignor.




     d. No Waiver; Concurrent Rights. Nothing contained in this Assignment and no act
done or omitted by Agent pursuant to the powers and rights granted it hereunder
shall be deemed to be a waiver by Agent of its rights and remedies hereunder or any one or more
of the other Loan Documents, and this Assignment is made and accepted without prejudice to
any of the rights and remedies possessed by Agent under the terms of any of



 









 






the other Loan Documents. The right of Agent to collect said principal sums, interest and
indebtedness and to enforce any other security therefore held by it may be exercised by Agent
either prior to, simultaneously with, or subsequent to any action taken by it hereunder.




     e. No Liability. Neither Agent nor any Lender shall be liable for any loss sustained
by Assignor resulting from Agent’s failure to let the Property after default or from any other act
or omission of Agent in managing the Property after default unless such loss is caused by the gross
negligence or willful misconduct of Agent. Agent shall not be obligated to perform or discharge,
nor does Agent hereby undertake to perform or discharge, any obligation, duty or liability under
the Leases, or under or by reason of this Assignment, and Assignor shall, and does hereby agree to,
indemnify Agent and each of the Lenders for, and to defend and hold Agent and each of the Lenders
harmless from, any and all liability, loss or damage which may or might be incurred under or by
reason of this Assignment and from any and all claims and demands whatsoever which may be asserted
against Agent or any Lender by reason of any alleged obligations or undertakings on its part
to perform or discharge any of the terms, covenants or agreements contained in the Leases. Should
Agent or any Lender incur any such liability under the Leases or under or by reason of this
Assignment, or in defense of any such claims or demands, the amount thereof, including costs,
expenses and reasonable attorneys’ fees shall be secured hereby and by the Mortgage and by the
other collateral for the Obligations and Assignor shall reimburse Agent and the Lenders therefor
within thirty (30) days after demand and upon the failure of Assignor so to do, Agent may, at its
option, declare all sums secured hereby immediately due and payable. It is further understood that
this Assignment shall not operate to place responsibility for the control, care, management or
repair of said Property upon Agent, nor for the carrying out of any of the terms and conditions of
the Leases; nor shall it operate to make Agent responsible or liable for any waste committed on the
Property by tenants or any other parties, or for any dangerous or defective condition of the
Property, or for any negligence in the management, upkeep, repair or control of said Property
resulting in loss or injury or death to any tenant, licensee, employee or stranger. Notwithstanding
the foregoing, Agent and the Lenders shall not be indemnified on account of, or exculpated from
acts of, their own gross negligence or willful misconduct.




     f. Effect of Foreclosure Deed. Unless Agent otherwise elects in the instance of a
Lease which is subordinate to the Mortgage and is thus terminated by the foreclosure, upon the
issuance of any deed or deeds pursuant to a foreclosure of the Mortgage, all right, title and
interest of Assignor in and to the Leases shall, by virtue of this instrument and such deed or
deeds, thereupon vest in and become the absolute property of the grantee or grantees in such deed
or deeds without any further act or assignment by Assignor. Assignor hereby irrevocably appoints
Agent, and its successors and assigns, as its agent and attorney in fact to execute all instruments
of assignment for further assurance in favor of such grantee or grantees in such deed or deeds as
may be necessary or desirable for such purpose.




     g. Rights Contained in Mortgage. This Assignment is intended to be in addition to,
and not in substitution for, or in derogation of, any assignment of rents to



 









 







secure the Obligations contained in the Mortgage or in any other Loan Document. In the event of any
conflict between this Assignment and any of the other Loan Documents, the provisions of this
Assignment shall govern.




     h. Notices. Any notice or communications in connection herewith shall be
sufficiently given only if given in the manner provided for in the Loan Agreement.




     i. Grace Periods and Notice. The grace period and notice provisions set forth in
the Loan Agreement shall be applicable to any Default under this Assignment.




     j. Setoff. Subject to the terms of this Section j, Assignor hereby grants to
Agent and each of the Lenders, a lien, security interest and right of setoff as security
for all liabilities and obligations to Agent and the Lenders, whether now existing or
hereafter arising, upon and against all deposits, credits, collateral and property, now or
hereafter in the possession, custody, safekeeping or control of Agent or any Lender or any
entity under the control of Agent or any Lender, or in transit to any of them. At any time,
from and after the occurrence of and during the continuance of an Event of Default, Agent
or any Lender may set off the same or any part thereof and apply the same to any liability
or obligation of Assignor even though unmatured and regardless of the adequacy of any other
collateral securing the Loan. Within five (5) Business Days of making any such set-off,
Agent agrees to notify Assignor thereof, provided that the failure by Agent to give such
notice shall not affect the validity of such set-off. ANY AND ALL RIGHTS TO REQUIRE AGENT
OR ANY LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH
SECURES THE LOAN, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS,
CREDITS OR OTHER PROPERTY OF THE ASSIGNOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND
IRREVOCABLY WAIVED.



     (XLI). GOVERNING LAW; MUTUAL WAIVER OF JURY TRIAL.




     a. Governing Law. This Assignment shall in all respects be governed, construed,
applied and enforced in accordance with the internal laws of the State of [________] without
regard to principles of conflicts of law.




     b. JURY TRIAL WAIVER. ASSIGNOR, AGENT, AND EACH OF THE LENDERS MUTUALLY
HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION BASED ON THIS ASSIGNMENT, ARISING OUT OF, UNDER OR IN CONNECTION WITH
THIS ASSIGNMENT OR ANY OTHER LOAN DOCUMENTS CONTEMPLATED TO EXECUTED IN
CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS
(WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS WAIVER CONSTITUTES A MATERIAL
INDUCEMENT FOR ASSIGNOR, AGENT AND EACH OF THE LENDERS TO ENTER INTO THE TRANSACTIONS CONTEMPLATED
HEREBY.



 









 






     c. SUBMISSION TO JURISDICTION. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY
SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE
OF NEW YORK LOCATED WITHIN THE FIRST DEPARTMENT OF THE NEW YORK STATE UNIFIED COURT SYSTEM AND OF
THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT
HAVING JURISDICTION FROM AN APPEAL THEREFROM, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS ASSIGNMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY
JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND
UNCONDITIONALLY AGREES THAT ALL CLAIMS IN
RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT
OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES
HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE
ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.
NOTHING IN THIS ASSIGNMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE
ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR
PROCEEDING RELATING TO THIS ASSIGNMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER
LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.



     (XLII) LOCAL LAW.




     a.
[INSERT STATE-SPECIFIC PROVISIONS]



[The balance of this page is intentionally left blank]





 











 





     IN WITNESS WHEREOF, the Assignor has caused this Assignment to be duly executed and
delivered as a sealed instrument as of the date first written above.



	 	 	 	 	 
	 	ASSIGNOR:



[SIGNATURE BLOCK OF ASSIGNOR]

 	 
	 	 	 
	 	 	 
	 	 	 
	 



STATE OF ___________________

COUNTY OF _________________





     And now, this ____ day of ________, 20 __, before me, the undersigned Notary Public,
personally appeared ___________, who acknowledged himself/herself to be the Vice
President of Cedar Shopping Centers, Inc., a Maryland corporation, as general partner of Cedar
Shopping Centers Partnership, L.P., a Delaware limited partnership and [________] of
[_________________], a [_________________] and that s/he, as such Vice President
being authorized to do so, executed the foregoing instrument for the purposes therein contained on
behalf of such partnership, corporation, and company.



	 	 	 	 	 
	 	___________________________________________________

Notary Public

My commission expires:

 	 
	 	 	 
	 	 	 
	 	 	 



 









 






	 	 	 	 	 



EXHIBIT A ANNEXED TO AND MADE A PART OF THE

COLLATERAL ASSIGNMENT OF LEASES AND RENTS




LEGAL DESCRIPTION




	Property Address:  	 	[________________]
	 
	 	 	[________________________]





ADDRESS:  [________________________]



PERMANENT PARCEL NO. ______________________









 









 








EXHIBIT M




FORM OF

COLLATERAL ASSIGNMENT OF CONTRACTS




COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT

IN RESPECT OF CONTRACTS, LICENSES AND PERMITS



     1. PARTIES. [________________], a [________________] having an address at 44
South Bayles Avenue, Port Washington, New York 11050 (hereinafter, the “Assignor”) hereby assigns,
transfers, sets over, pledges and, if applicable, delivers, to BANK OF AMERICA, N.A., a national
banking association having an address at 100 N. Tryon Street, Mail Code: NCI-001-15-14, Charlotte,
NC 28255, as agent under that certain Amended and Restated Loan Agreement dated as of November 10,
2009 (hereinafter, as amended, and as may be further amended from time to time, the “Loan
Agreement”) by and among Cedar Shopping Centers Partnership, L.P., a Delaware limited partnership
having an address at 44 South Bayles Avenue, Port Washington, New York 11050 (hereinafter, the
“Borrower”), Bank of America, N.A. and the other lending institutions which are or become parties
to the Loan Agreement (Bank of America, N.A. and the other lending institutions which are or become
parties to the Loan Agreement are collectively referred to as the “Lenders” and individually as the
“Lender”), and BANK OF AMERICA, N. A., as Agent (hereinafter, together with any successors and
assigns thereof, the “Agent”), and hereby grants to Agent a continuing security interest in the
Assigned Contracts and Permits (as defined herein) to secure the Obligations (as defined herein).



     2. LOAN AGREEMENT; DEFINED TERMS. This Collateral Assignment and Security Agreement
in Respect of Contracts, Licenses and Permits (hereinafter, this “Collateral Assignment”) is given
pursuant to the terms, provisions and conditions of the Loan Agreement. Capitalized terms not
otherwise specifically defined herein shall have the same meaning herein as in the Loan Agreement.



     3. ASSIGNED CONTRACTS AND PERMITS. The term “Assigned Contracts and Permits” shall
mean all of the contracts, licenses, permits, approvals, agreements and warranties, and all of
Assignor’s right, title and interest therein, whether now owned or hereafter acquired, and all
proceeds and products thereof, and all accounts, contract rights and general intangibles
related thereto, which are in any manner related to the land known as [________________________]
(hereinafter, the “Land”) (more particularly described in Exhibit A hereto) and the
improvements (hereinafter, the “Improvements”) on or to be constructed on the Land (such Land and
Improvements are hereinafter, collectively, referred to as the “Property”).



     4. OBLIGATIONS. The term “Obligations” shall mean all obligations of Assignor to Agent
and the Lenders, whether now existing or hereafter arising, direct or indirect, under each of the
following instruments, documents and agreements, each dated as of even date herewith and as the
same may be hereafter modified and amended: (i) the Guaranty; (ii) the Mortgage; (iii) the
Assignment of Leases and Rents; (iv) this Assignment; and (v) each other Loan Document.



 









 





     5. COVENANTS, WARRANTIES AND REPRESENTATIONS. Assignor covenants
with, and warrants and represents to, Agent that:




     5.1 Assignor is and shall be the owner of the Assigned Contracts and Permits free and
clear of all pledges, liens, security interests and other encumbrances of every nature
whatsoever except in favor of Agent;




     5.2 Assignor has the full right, power and authority to assign, and to grant the pledge
of and security interest in, the Assigned Contracts and Permits as herein provided;




     5.3 To Assignor’s knowledge, the execution, delivery and performance of this Collateral
Assignment by Assignor does not and will not result in the violation of any mortgage,
indenture, contract, instrument, agreement, judgment, decree, order, statute, rule or
regulation to which Assignor is subject or by which it or any of its property is bound;




     5.4 Assignor shall not make any other assignment of, or permit any pledge, lien,
security interest or encumbrance to exist with respect to, the Assigned Contracts and Permits
except in favor of Agent, and Assignor shall not otherwise transfer, assign, sell or exchange
its interest in the Assigned Contracts and Permits;




     5.5 To the extent the same is in possession of Assignor, a true and complete executed
counterpart, or certified copy, of each Assigned Contract and Permit which now exists and
which is evidenced by a written agreement or document has been delivered to Agent, and a true
and complete counterpart, or certified copy, of each Assigned Contract and Permit which
becomes effective or is issued in the future shall be promptly delivered to Agent;




     5.6 To Assignor’s knowledge, each Assigned Contract and Permit presently in existence is
in full force and effect, is valid and enforceable in accordance with its terms, has not been
modified, and no default exists thereunder on the part of any party thereto. Each Assigned
Contract and Permit which comes into existence after the date hereof shall be valid and
enforceable in accordance with its terms;




     5.7 No Assigned Contract and Permit shall be amended, modified or changed in any
material respect, have any of its material terms waived by Assignor, or cancelled or
terminated if such amendment, modification, waiver, cancellation or termination could
reasonably be expected to have a Material Adverse Effect, without Agent’s prior written
consent in each instance; and




     5.8 Assignor shall pay and perform in all material respects all of its material obligations under
or with respect to each Assigned Contract and Permit and not permit any default by it to exist with
respect thereto if such failure or default could reasonably be expected to have a Material
Adverse Effect. Assignor shall exercise all commercially reasonable efforts necessary to enforce
or secure performance by any other party to any Assigned Contract and Permit if such other party’s
failure to perform could reasonably be expected to have a Material Adverse Effect.




 











 





     6. RIGHTS OF ASSIGNOR PRIOR TO DEFAULT. So long as there is no Event of Default,
Assignor shall have and may exercise all rights as the owner or holder of the Assigned Contracts
and Permits which are lawful and are not inconsistent with the provisions of the Loan Documents,
Immediately upon the occurrence of and during the continuance of any Event of Default, the right
described in the preceding sentence shall cease and terminate, and in such event Agent is hereby
expressly and irrevocably authorized, but not required, to exercise every right, option, power or
authority inuring to Assignor under any one or more of the Assigned Contracts and Permits as fully
as Assignor could itself.



     7. IRREVOCABLE DIRECTION. Assignor hereby irrevocably directs the
contracting party to, or grantor or licensor of, any such Assigned Contract and Permit, to the
extent not prohibited by either such Assigned Contract and Permit or applicable law, or to the
extent permitted under any recognition or other agreement executed by such grantor or licensor,
upon demand and after notice from Agent of the occurrence of an Event of Default under any of the
Loan Documents, to recognize and accept Agent as the holder of such Assigned Contract and Permit
for any and all purposes as fully as it would recognize and accept Assignor and the performance of
Assignor thereunder. Assignor does hereby constitute and appoint Agent, while this Assignment
remains in force and effect, irrevocably, and with full power of substitution and revocation, its
true and lawful attorney for and in its name, place and stead, after the occurrence of and during
the continuance of such an Event of Default, to demand and enforce compliance with all the terms
and conditions of the Assigned Contracts and Permits and all benefits accrued thereunder, whether
at law, in equity or otherwise.



     8. UCC RIGHTS AND REMEDIES. Further, and without limitation of the foregoing
rights and remedies, upon and during the continuance of an Event of Default, Agent shall have the
rights and remedies of a secured party under the Uniform Commercial Code (the “UCC”), as enacted in
the State of [_______], with respect to the Assigned Contracts and
Permits, in addition to the rights and remedies otherwise provided for herein or by law or in
equity or in any other Loan Document. The Agent shall give Assignor ten (10) days’ prior written
notice of the time and place of any public sale of any such Assigned Contract and Permit or the
time after which any private sale or any other intended disposition is to be made. After
deducting all reasonable expenses incurred in connection with the enforcement of its rights
hereunder, Agent shall cause the proceeds of the Assigned Contracts and Permits to be applied to
the Obligations in such order as Agent may determine and Assignor shall remain liable for any
deficiency. Any surplus shall be remitted by the Agent pursuant to Section 9-615 of the UCC.



     9. INDEMNIFICATION. Assignor hereby agrees to indemnify and to defend and hold Agent
and the Lenders harmless against and from all liability, loss, damage and expense, including
reasonable attorneys’ fees, which it may or shall incur by reason of this Collateral Assignment, or
by reason of any commercially reasonable action taken in good faith by Agent hereunder or with
respect to the Assigned Contracts and Permits, and against and from any and all claims and demands
whatsoever which may be asserted against Agent or any Lender by reason of any alleged obligation or
undertaking on its part to perform or discharge any of the terms, covenants and conditions
contained in any of the Assigned Contracts and Permits. Should Agent or any Lender incur any such
liability, loss, damage or expense, the amount thereof,



 









 




together with interest thereon at the Default Rate of interest under the Loan Agreement, shall be
payable by Assignor to Agent and the Lenders within thirty (30) days of demand, or at the option of
Agent, Agent may reimburse itself therefor out of any receipts, rents, income or profits of the
Property collected by Agent before the application of such receipts, rents, income or profits to
any other Obligations. Any such amounts which are not paid within thirty (30) days of demand
therefor shall bear interest at the Default Rate from the date of demand until paid.




     10. AGENT/LENDER NOT OBLIGATED. Nothing contained herein or elsewhere shall operate
to obligate, or be construed to obligate, Agent or any Lender to perform any of the terms,
covenants or conditions contained in the Assigned Contracts and Permits or otherwise to impose any
obligation upon Agent with respect to the Assigned Contracts and Permits prior to written notice by
Agent to Assignor of Agent’s election to assume Assignor’s obligations under one or more of the
Assigned Contracts and Permits. Prior to written notice from Agent of such election, this
Collateral Assignment shall not operate to place upon Agent any responsibility for the operation,
control, care, management or repair of the Property or for the payment, performance or observance
of any obligation, requirement or condition under any such Assigned Contract and Permit, or under
any agreement in respect to any such Assigned Contract and Permit, and the execution of this
Collateral Assignment by Assignor shall constitute conclusive evidence that all responsibility for
the operation, control, care, management and repair of the Property as well as the payment,
performance or observance of any obligation, requirement or condition under the Assigned Contracts
and Permits is and shall be that of Assignor, prior to written notice from Agent of such election.
Even if Agent does exercise its rights, it may only be liable to the Architect, the Contractor, or
any of the other parties only during the period that it is exercising the rights of Assignor under
the Assigned Contracts and Permits, and at all times Assignor retains the obligation to reimburse
Agent in accordance with Section 9 above otherwise pay when due all obligations incurred in
connection with the Assigned Contracts and Permits.



     11. FURTHER ASSURANCES; UCC FILINGS. Assignor agrees to execute and deliver to
Agent, at any time or times during which this Collateral Assignment shall be in effect, such
further instruments as Agent in good faith may deem necessary to make effective this Collateral
Assignment, the security interest created hereby and the covenants of Assignor herein contained. To
evidence such security interest, at the request of Agent, Assignor shall, in a form reasonably
satisfactory to Agent, execute and deliver one or more financing statements, and any continuation
thereof, pursuant to the provisions of the Uniform Commercial Code as enacted in the State of
[____________] and shall pay the cost for filing thereof.



     12. NO WAIVER; CUMULATIVE RIGHTS. Failure of Agent to avail itself of any of the
terms, covenants, and conditions of this Collateral Assignment for any period of time, or at any
time or times, shall not be construed or deemed to be a waiver of any of its rights hereunder. The
rights and remedies of Agent under this Collateral Assignment are cumulative and are not in lieu
of, but are in addition to, any other rights and remedies which Agent shall have under or by virtue
of the Obligations and the Loan Documents. The rights and remedies of Agent hereunder may be
exercised from time to time and as often as such exercise is deemed expedient by Agent.



     13. AGENT/LENDER: RIGHT TO ASSIGN. Assignor agrees that upon any sale or transfer by
Agent and the Lenders of the Loan Documents and the indebtedness evidenced



 









 




thereby, or upon any person acquiring the Property or any interest therein, Agent may deliver to
the purchaser or transferee the Assigned Contracts and Permits and may assign to such purchaser
or transferee the rights of Agent hereunder, who shall thereupon become vested with all powers
and rights given to Agent and the Lenders in respect thereto (and subject to Agent’s obligations
hereunder), and Agent and the Lenders shall be forever relieved and fully discharged from any
liability or responsibility thereafter accruing in connection therewith. In no event shall Agent
be liable with respect to, or on account of, the Assigned Contracts and Permits, except for the
safekeeping of any instruments delivered to Agent pursuant hereto and as otherwise expressly set
forth in this Collateral Assignment, and Agent shall specifically have no obligation to enforce
any rights against any contractor, or grantor or issuer.




     14. TERMINATION AND REASSIGNMENT. Upon full payment and performance of the
obligations and liabilities set forth or contained in this Collateral Assignment and the other
Loan Documents (excluding only any liabilities which might arise in the future under the
Environmental Indemnity), this Collateral Assignment shall become and be void and of no effect
and, in that event, upon the request of Assignor, Agent covenants to execute and deliver to
Assignor instruments effective to evidence the termination of this Collateral Assignment and the
reassignment (without recourse) to Assignor of the Assigned Contracts and Permits and the
rights, title, interest, power and authority assigned herein; provided, however, that any
affidavit, certificate or other written statement of any officer of Agent stating that any
part of said indebtedness remains unpaid shall be and constitute conclusive evidence of the
then validity, effectiveness and continuing force of this Collateral Assignment and any
person, firm, or corporation receiving any such affidavit, certificate or statement may, and
is hereby authorized to rely thereon.



     15. COPIES OF DEFAULT NOTICES. Assignor agrees to provide Agent promptly, but in any
event within five (5) Business Days after receipt thereof by Assignor, with copies of any and all
notices received by Assignor which allege, either directly or indirectly, that Assignor is in
default of, or deficient in the performance of the terms of any obligation of Assignor under, any
Assigned Contract and Permit, or that any fact or circumstance exists which could reasonably lead
to the termination, suspension, revocation or loss of any Assigned Contract and Permit.



     16. NOTICES. Any notices given pursuant to this Collateral Assignment shall be
sufficient only if given in the manner provided for in the Loan Agreement.



     17. SUCCESSORS AND ASSIGNS. All of the agreements, obligations,
undertakings, representations and warranties herein made by Assignor shall inure to the benefit
of Agent, each Lender, and their successors and assigns, and shall bind Assignor and its
successors and assigns.



     18. CAPTIONS AND HEADINGS. Captions and headings in this Collateral
Assignment are intended solely for the convenience of the parties and shall not be considered in
the determination of the meaning of any provision hereof.



 









 





     19. GRACE PERIODS AND NOTICE. The grace period and notice provisions set forth in the
Loan Agreement shall be applicable to any Default under this Collateral Assignment.



     20. COUNTERPARTS. This Collateral Assignment may be executed in several
counterparts, each of which when executed and delivered is an original, but all of which together
shall constitute one instrument In making proof of this agreement, it shall not be necessary to
produce or account for more than one such counterpart which is executed by the party against whom
enforcement of such collateral assignment is sought.



     21. SETOFF. Subject to the terms of this Section 21, Assignor hereby grants to
Agent and each of the Lenders, a lien, security interest and right of setoff as security for all
liabilities and obligations to Agent and the Lenders, whether now existing or hereafter arising,
upon and against all deposits, credits, collateral and property, now or hereafter in the
possession, custody, safekeeping or control of Agent or any Lender or any entity under the control
of Agent or Lender or in transit to any of them. At any time, from and after the occurrence of and
during the continuance of an Event of Default, Agent or any Lender may set off the same or any part
thereof and apply the same to any liability or obligation of Assignor even though unmatured and
regardless of the adequacy of any other collateral securing the Loan. Within five (5) Business
Days of making any such set-off, Agent agrees to notify Assignor thereof, provided that the failure
by Agent to give such notice shall not affect the validity of such set-off. ANY AND ALL RIGHTS TO
REQUIRE AGENT OR ANY LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER
COLLATERAL WHICH SECURES THE LOAN, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH
DEPOSITS, CREDITS OR OTHER PROPERTY OF THE ASSIGNOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND
IRREVOCABLY WAIVED.



     22. GOVERNING LAW. This Collateral Assignment and the rights and obligations of the
parties hereunder shall in all respects be governed by and construed and enforced in accordance
with the internal laws of the State of New York, without giving effect to principles of
conflicts of law, except insofar as formation of the Assignor under [____________] law
requires [____________] law to apply with respect to matters of authorization to enter into the
transaction contemplated by this Collateral Assignment. In addition, the fact that portions of the
Loan Documents may include provisions drafted to conform to the law of the State of
[____________] is not intended, nor shall it be deemed, in any way to derogate the parties’ choice
of law as set forth herein. Agent or any Lender may enforce its rights hereunder and under the
other Loan Documents, including, but not limited to, its rights to sue Assignor or to collect any
outstanding indebtedness in accordance with applicable law. It is understood and agreed that this
Collateral Assignment, and all of the other Loan Documents, were negotiated, executed and delivered
in the State of New York which State the parties agree has a substantial relationship to the
parties and to the underlying transactions embodied by the Loan Documents.



     23 CONSENT TO JURISDICTION. Each party hereto irrevocably and unconditionally
submits, for itself and its property, to the nonexclusive jurisdiction of the courts of the State
of New York located within the First Department of the New York State Unified Court System or any
federal court located within the Southern District of the State of New York, in any action or
proceeding arising out of or relating to this Agreement, or for recognition or



 









 




enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally agrees
that all claims in respect of any such action or proceeding may be heard and determined in such New
York State court or, to the fullest extent permitted by applicable law, in such federal court. Each
of the parties hereto agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law.




[The balance of this page is intentionally left blank]








 









 








     IN WETNESS WHEREOF, Assignor has caused this Collateral Assignment to be duly executed and
delivered as a sealed instrument as of the [______] day of [______], [______].



	 	 	 	 	 
	ASSIGNOR: 	 [                                        ]

 	 
	 	By:  	[SIGNATURE BLOCK OF ASSIGNOR]
 	 
	 	 	 	 
	 	 	 	 



 









 







EXHIBIT A




Legal Description of Land


Property Address:
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ADDRESS: [        
                     
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PERMANENT PARCEL NO.                                         







 









 








EXHIBIT N




FORM OF

CONSENT




CONSENT



As of [   
               
      ,       
    ]




Bank of America, N.A., as Agent

100 N. Tryon Street

Mail Code: NC1-001-15-14

Charlotte, NC 28255





     Re:   Loan Arrangement with Cedar Shopping Centers Partnership, L.P.



Ladies and Gentlemen:




     This Consent (hereinafter, the “Consent”) is being delivered to Bank of America, N. A., as
agent under that certain Amended and Restated Loan Agreement dated as of November 10, 2009,
(hereinafter, as amended, and as may be further amended from time to time, the “Loan Agreement”)
by and among Cedar Shopping Centers Partnership, L.P., a Delaware limited partnership having an
address c/o Cedar Shopping Centers, Inc., 44 South Bayles Avenue, Suite 304, Port Washington, New
York 11050 (hereinafter, the “Borrower”), Bank of America, N.A. and the other lending institutions
which are or become parties to the Loan Agreement (Bank of America, N.A. and the other lending
institutions which are or become parties to the Loan Agreement are hereinafter, collectively,
referred to as the “Lenders” and individually as the “Lender”), and Bank of America, N.A., as
Agent (hereinafter, the “Agent”), pursuant to the terms and conditions of that certain Pledge and
Security Agreement dated as of the date hereof (hereinafter, the “Pledge Agreement”) by and
between the Borrower and the Agent, on behalf of the Lenders, at the request of the Borrower, by
the undersigned entity (hereinafter, the “Consenting Party”). Terms not otherwise defined herein
shall have the meanings ascribed to them in the Pledge Agreement.



     The Borrower and the Consenting Party acknowledge and agree that as a condition to extending
the Loan to the Borrower, the Agent and the Lenders have required that this Consent be executed
and delivered to the Agent, on behalf of the Lenders, and that the Lenders are relying on the
provisions hereof in agreeing to make the Loan. Accordingly, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Consenting Party hereby
acknowledges, covenants, and agrees as follows:



     1. Consent to Pledge and Security Interest of Collateral.




     a. The Consenting Party hereby consents to the pledge and security interest
granted to the Agent, on behalf of the Lenders, of the Collateral pursuant to the terms and



 









 






conditions of the Pledge Agreement, including, without limitation, all of the Borrower’s right,
title, and interest in and to the Pledged Interests.




     b. The Consenting Party hereby consents to the pledge and security interest granted to the
Agent, on behalf of the Lenders, of the Pledged Obligations pursuant to the terms and conditions of
the Pledge Agreement, as follows:




     All right, title and interest of the Borrower, whether now owned or hereafter
acquired, in and to any and all obligations owed to the Borrower by the Borrower
Subsidiary, whether now existing or hereafter incurred, and in and to all collateral
granted to the Borrower or for the benefit of the Borrower as collateral security for such
obligations.




     c. The Consenting Party hereby acknowledges receipt of a complete copy of the fully executed
Pledge Agreement and agrees to be bound thereby and to comply with the terms and conditions
thereof, as such terms and conditions are now or may hereafter be applicable to the Consenting
Party.




     d. The existence of the foregoing pledges and security interests created pursuant to the
Pledge Agreement have been registered as of the date hereof in the Agent’s name in the books and
records of the Consenting Party.




     e. Effective upon notice from the Agent (or any successor or assign of the Agent) of the
transfer, sale, or assignment of, foreclosure on, or other disposition or realization of the
respective Pledged Interests by the Agent pursuant to the Pledge Agreement, the Agent and/or, as
may be applicable, any nominee, successor or assign of the Agent and/or any purchaser or transferee
of the Pledged Interests or any portion thereof, without further action of any kind by the
Consenting Party or any other Person, shall become for all purposes a partner and/or member and/or
shareholder, respectively, under the applicable formation documents (hereinafter, the “Formation
Documents”) of the Consenting Party, and shall be fully admitted and recognized by the Consenting
Party and shall be entitled to all the benefits, rights, powers, and privileges of a partner and/or
member and/or shareholder, respectively, under such Formation Documents, including, without
limitation, (i) the right to receive in respect of the Pledged Interests all distributions and/or
any other payments which such a partner and/or member and/or shareholder is or may be entitled to
receive and (ii) the right to exercise any and all voting rights granted to such a partner, member
or shareholder under the respective Formation Documents. In the event of any such transfer,
sale, assignment or other disposition, the Agent and any such nominee, successor, assignee,
purchaser or transferee shall not be liable for any liability of any nature whatsoever under the
Formation Documents or with respect to such Pledged Interest arising prior to the date of the
acquisition of such Pledged Interest, including, without limitation, any capital
contribution with respect thereto. Further, upon subsequent assignment or transfer by the Agent
and/or the Lenders of the Pledged Interests, the Agent and/or Lenders, respectively, shall be
automatically released from any liability of any nature whatsoever with respect



 









 






thereto arising from and after the date of such assignment or transfer by the Agent and/or the
Lenders of the Pledged Interests.




     f. The Consenting Party hereby irrevocably waives any and all limitations and restrictions
contained in the respective Formation Documents on the right, power and ability of the Agent, or
any transferee or purchaser from the Agent, respectively, to: (a) be granted a pledge and security
interest respecting the Pledged Interests, (b) acquire any or all of the Pledged Interests
(through purchase, foreclosure or otherwise), (c) foreclose upon or exercise any other remedies
pursuant to the Pledge Agreement, any other Loan Document, at law or in equity, or otherwise, in
respect of the Pledged Interests, or (d) sell or otherwise dispose of, any or all of the Pledged
Interests. The Consenting Party hereby represents and warrants that all conditions precedent under
applicable law and the respective Formation Documents to the pledge of the Pledged Interests have
been satisfied or hereby have been waived.



     2. Regarding Distributions.




     a. The Consenting Party hereby acknowledges and agrees as follows:




     i. At no time shall the Consenting Party:




     (1) accept any direction or instruction from the Borrower and/or any other
Person to make (nor shall the Consenting Party make) any distributions or
payments on behalf of the Pledged Interests or the Pledged Obligations to any
Person contrary to the provisions of the Loan Agreement, the Pledge Agreement,
and the provisions herein; and/or




     (2) set-off against or assert any claim or demand respecting, or otherwise
reduce the amount of, distributions or payments on behalf of the Pledged
Interests or the Pledged Obligations payable to the Borrower.




     ii. Immediately upon receipt of written notice from the Agent, the Consenting Party
shall thereafter make all distributions and all other payments directly or indirectly
payable on account of the respective Pledged Interests or Pledged Obligations as
specifically directed by the Agent in accordance with the terms of the Loan Agreement.




     b. The Consenting Party hereby represents and warrants to the Agent and the Lenders that, to
their knowledge, none of the Pledged Interests, Pledged Obligations or the distributions payable
on account thereof, has been assigned, pledged, or otherwise transferred to any other Person
except to the Agent, for the benefit of the Lenders, as set forth in the Pledge Agreement. The
Consenting Party has not received notice of any pledge of the respective Pledged Interests,
Pledged Obligations or any rights to distributions with respect thereto, other than the pledge
to the Agent pursuant to the Pledge Agreement.



 









 





     3. Additional Consents. To the extent that the Agent hereafter reasonably
determines to be necessary and appropriate, the Consenting Party hereby covenants and agrees to
execute and deliver to the Agent, on behalf of the Lenders, such additional consents and waivers,
in form and substance reasonably satisfactory to the Agent, as and when the Agent may request from
time to time.



     4. Agreements Irrevocable. Each of the foregoing agreements by the Consenting Party
hereunder are and shall be irrevocable and may not be rescinded without the express prior
written consent from Agent.



     5. Notices and Instructions by Agent; Communication with Agent and Lenders. None of
the representatives of the Consenting Party need inquire, directly or indirectly, with respect to
any matter relative to any written notice or instruction from or provided by the Agent hereunder,
including, without limitation, with respect to the underlying reason for the furnishing by Agent of
said written notice or instruction, and the Consenting Party shall be entitled to rely conclusively
on any and all such notices and instructions given by Agent. The Consenting Party, directly or
indirectly through any representative or other agent, may communicate with the Agent and/or the
Lenders and their representatives with respect to any and all matters directly or indirectly set
forth herein and may rely fully on the provisions hereof.



     6. Submission to Jurisdiction. Each party hereto irrevocably and unconditionally
submits, for itself and its property, to the nonexclusive jurisdiction of the courts of the State
of New York located within the First Department of the New York State Unified Court System or any
federal court located within the Southern District of the State of New York, in any action or
proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any
judgment, and each of the parties hereto irrevocably and unconditionally agrees that all claims in
respect of any such action or proceeding may be heard and determined in such New York State court
or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties
hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.



[The balance of this page is intentionally left blank]






 









 








     This Consent, dated as of the date first above written is intended to take effect as a sealed
instrument, and shall be construed, governed, and enforced pursuant to and in accordance with the
laws of the State of New York. This Consent shall be binding upon the Consenting Party and its
respective successors and assigns and shall inure to the benefit of the Agent, the Lenders, and
their successors and assigns.



			
	 	 	 
	CONSENTING PARTY:
	 	[SIGNATURE BLOCK OF CONSENTING

PARTY]






Acknowledged and Agreed:




Cedar Shopping Centers Partnership, L.P.,

a Delaware limited partnership




By: Cedar Shopping Centers, Inc., a Maryland corporation, its general partner




	 	 	 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 



Acknowledged and Agreed:




Bank of America, N.A.,

a national banking association,

as Administrative Agent




	 	 	 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title: