exv10w8






EXHIBIT 10.8




AMENDED AND RESTATED LOAN AGREEMENT




Among




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




(“Borrower”)




and




KEYBANK, NATIONAL ASSOCIATION (“Administrative Agent”),




and




KEYBANK, NATIONAL ASSOCIATION,

MANUFACTURERS AND TRADERS TRUST COMPANY,

TD BANK, N.A.

REGIONS BANK

CITIZENS BANK OF PENNSYLVANIA

RAYMOND JAMES BANK, FSB

TRISTATE CAPITAL BANK

and any other Lenders, if any, which may become parties to this Agreement (“Lenders”)




 






KEYBANC CAPITAL MARKETS LLC (“Arranger”)




 






UP TO $250,000,000.00 LOAN




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	 
	1. BACKGROUND
	 	 	1	 
	 
	 	 	 	 
	1.1 Defined Terms
	 	 	1	 
	1.2 Borrower
	 	 	1	 
	1.3 Use of Loan Proceeds
	 	 	1	 
	1.4 Guaranties
	 	 	2	 
	1.5 Loan
	 	 	2	 
	 
	 	 	 	 
	2. LOAN PROVISIONS
	 	 	2	 
	 
	 	 	 	 
	2.1 General Loan Provisions
	 	 	2	 
	2.2 Term of Loan
	 	 	4	 
	2.3 Interest Rate and Payment Terms
	 	 	6	 
	2.4 Loan Fees; Administrative Agent’s Fees
	 	 	10	 
	2.5 Acceleration
	 	 	10	 
	2.6 Additional Provisions Related to Interest Rate Selection
	 	 	10	 
	2.7 Letters of Credit
	 	 	12	 
	 
	 	 	 	 
	3. SECURITY FOR THE LOAN; LOAN AND SECURITY DOCUMENTS
	 	 	21	 
	 
	 	 	 	 
	3.1 Security
	 	 	21	 
	3.2 Loan Documents and Security Documents
	 	 	23	 
	3.3 Removal of Individual Property as a Borrowing Base Property — Borrower
	 	 	23	 
	3.4 Removal
of Individual Property as a Borrowing Base Property — Administrative Agent
	 	 	25	 
	3.5 Additional Borrowing Base Property
	 	 	26	 
	 
	 	 	 	 
	4. CONTINUING AUTHORITY OF AUTHORIZED REPRESENTATIVES
	 	 	27	 
	 
	 	 	 	 
	5. CONDITIONS PRECEDENT
	 	 	27	 
	 
	 	 	 	 
	5.1 Closing Loan and Funding Initial Loan Advance
	 	 	27	 
	 
	 	 	 	 
	6. WARRANTIES AND REPRESENTATIONS
	 	 	30	 
	 
	 	 	 	 
	6.1 Formation
	 	 	31	 
	6.2 Proceedings; Enforceability
	 	 	31	 
	6.3 Conflicts
	 	 	31	 
	6.4 Ownership and Taxpayer Identification Numbers
	 	 	31	 
	6.5 Litigation
	 	 	32	 
	6.6 Information
	 	 	32	 
	6.7 Taxes
	 	 	32	 
	6.8 Financial Information
	 	 	32	 
	6.9 Control Provisions
	 	 	32	 
	6.10 Formation Documents
	 	 	33	 
	6.11 Bankruptcy Filings
	 	 	33	 
	6.12 Investment Company
	 	 	33	 
	6.13 {RESERVED}
	 	 	33	 






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	 	 	Page
	 
	6.14 Borrowing Base Properties
	 	 	33	 
	6.15 Use of Proceeds
	 	 	35	 
	6.16 Insurance
	 	 	35	 
	6.17 Deferred Compensation and ERISA
	 	 	35	 
	6.18 Conditions Satisfied
	 	 	35	 
	6.19 No Default
	 	 	35	 
	6.20 Other Loan Parties’ Warranties and Representations
	 	 	35	 
	6.21 Qualification as a REIT
	 	 	35	 
	6.22 Regarding Representations and Warranties
	 	 	36	 
	 
	 	 	 	 
	7. AFFIRMATIVE COVENANTS
	 	 	36	 
	 
	 	 	 	 
	7.1 Notices
	 	 	36	 
	7.2 Financial Statements; Reports; Officer’s Certificates
	 	 	36	 
	7.3 Existence
	 	 	39	 
	7.4 Payment of Taxes
	 	 	39	 
	7.5 Insurance; Casualty, Taking
	 	 	39	 
	7.6 Inspection
	 	 	40	 
	7.7 Loan Documents
	 	 	40	 
	7.8 Further Assurances
	 	 	40	 
	7.9 Books and Records
	 	 	40	 
	7.10 Business and Operations
	 	 	41	 
	7.11 Title
	 	 	41	 
	7.12 Estoppel
	 	 	41	 
	7.13 ERISA
	 	 	42	 
	7.14 Depository Account
	 	 	43	 
	7.15 Costs and Expenses
	 	 	43	 
	7.16 Appraisals
	 	 	43	 
	7.17 Indemnification
	 	 	43	 
	7.18 Leasing Matters
	 	 	44	 
	7.19 Permanent Financings
	 	 	45	 
	7.20 Leverage Ratio
	 	 	46	 
	7.21 Fixed Charge Ratio
	 	 	46	 
	7.22 Net Worth
	 	 	46	 
	7.23 Borrowing Base Property Covenants
	 	 	46	 
	7.24 Variable Rate Debt
	 	 	46	 
	7.25 Replacement Documentation
	 	 	46	 
	7.26 Other Covenants
	 	 	46	 
	7.27 Maintenance of REIT Status
	 	 	47	 
	7.28 Lenders’ Consultants
	 	 	47	 
	7.29 USA PATRIOT Act Notice
	 	 	47	 
	 
	 	 	 	 
	8. NEGATIVE COVENANTS
	 	 	48	 
	 
	 	 	 	 
	8.1 No Changes to Borrower and other Loan Parties
	 	 	48	 
	8.2 Restrictions on Liens
	 	 	48	 
	8.3 Consolidations, Mergers, Sales of Assets, Issuance and Sale of Equity
	 	 	49	 
	8.4 Restrictions on Debt
	 	 	50	 
	8.5 Other Business
	 	 	51	 






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	 	 	Page
	 
	8.6 Change of Control
	 	 	51	 
	8.7 Forgiveness of Debt
	 	 	51	 
	8.8 Affiliate Transactions
	 	 	51	 
	8.9 ERISA
	 	 	51	 
	8.10 Bankruptcy Filings
	 	 	51	 
	8.11 Investment Company
	 	 	51	 
	8.12 Use of Proceeds
	 	 	52	 
	8.13 Distributions
	 	 	52	 
	8.14 Restrictions on Investments
	 	 	52	 
	8.15 Negative Pledges, etc
	 	 	52	 
	 
	 	 	 	 
	9. SPECIAL PROVISIONS
	 	 	52	 
	 
	 	 	 	 
	9.1 Legal Requirements
	 	 	52	 
	9.2 Limited Recourse Provisions
	 	 	53	 
	9.3 Payment of Obligations
	 	 	53	 
	 
	 	 	 	 
	10. EVENTS OF DEFAULT
	 	 	54	 
	 
	 	 	 	 
	10.1 Default and Events of Default
	 	 	54	 
	10.2 Grace Periods and Notice
	 	 	56	 
	 
	 	 	 	 
	11. REMEDIES
	 	 	57	 
	 
	 	 	 	 
	11.1 Remedies
	 	 	57	 
	11.2 Written Waivers
	 	 	58	 
	11.3 Power of Attorney
	 	 	58	 
	 
	 	 	 	 
	12. SECURITY INTEREST AND SET-OFF
	 	 	58	 
	 
	 	 	 	 
	12.1 Security Interest
	 	 	58	 
	12.2 Set-Off
	 	 	59	 
	12.3 Right to Freeze
	 	 	59	 
	12.4 Additional Rights
	 	 	59	 
	 
	 	 	 	 
	13. THE ADMINISTRATIVE AGENT AND THE LENDERS
	 	 	60	 
	 
	 	 	 	 
	13.1 Rights, Duties and Immunities of the Administrative Agent
	 	 	60	 
	13.2 Respecting Loans and Payments
	 	 	64	 
	13.3 Assignment by Lenders
	 	 	68	 
	13.4 Administrative Matters
	 	 	71	 
	13.5 Arranger
	 	 	72	 
	 
	 	 	 	 
	14. CASUALTY AND TAKING
	 	 	72	 
	 
	 	 	 	 
	14.1 Casualty or Taking; Obligation To Repair
	 	 	72	 
	14.2 Adjustment of Claims
	 	 	73	 
	14.3 Payment and Application of Insurance Proceeds and Condemnation Awards
	 	 	73	 
	14.4 Conditions To Release of Insurance Proceeds
	 	 	74	 
	 
	 	 	 	 
	15. GENERAL PROVISIONS
	 	 	75	 
	 
	 	 	 	 
	15.1 Notices
	 	 	75	 






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	 	 	Page
	 
	15.2 Limitations on Assignment
	 	 	77	 
	15.3 Further Assurances
	 	 	78	 
	15.4 Payments
	 	 	78	 
	15.5 Parties Bound
	 	 	78	 
	15.6 Governing Law; Consent to Jurisdiction; Mutual Waiver of Jury Trial
	 	 	78	 
	15.7 Survival
	 	 	80	 
	15.8 Cumulative Rights
	 	 	80	 
	15.9 Claims Against Administrative Agent or Lenders
	 	 	80	 
	15.10 Regarding Consents
	 	 	81	 
	15.11 Obligations Absolute
	 	 	81	 
	15.12 Table of Contents, Title and Headings
	 	 	82	 
	15.13 Counterparts
	 	 	82	 
	15.14 Satisfaction of Commitment Letter
	 	 	82	 
	15.15 Time Of the Essence
	 	 	82	 
	15.16 No Oral Change
	 	 	82	 
	15.17 Monthly Statements
	 	 	82	 
	15.18 No Advisory or Fiduciary Responsibility
	 	 	82	 






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EXHIBITS




	 	 	 	 	 
	Exhibit A

	 	Definitions
	 	EA-1
	Exhibit B-1

	 	Requisition; Availability Certificate
	 	EB-1
	Exhibit C

	 	Note
	 	EC-1
	Exhibit D

	 	Authorized Representatives
	 	ED-1
	Exhibit E

	 	Required Property, Hazard and Other Insurance
	 	EE-1
	Exhibit F

	 	Ownership Interests and Taxpayer Identification Numbers
	 	EF-1
	Exhibit G

	 	Compliance Certificate
	 	EG-1
	Exhibit H

	 	Form of Assignment and Acceptance
	 	EH-1
	Exhibit I

	 	Lenders’ Commitment
	 	EI-1
	Exhibit J

	 	Borrowing Base Properties
	 	EJ-1
	Exhibit K

	 	Loan Agenda
	 	EK-1
	Exhibit EC

	 	Estoppel Certificate
	 	EEC-1
	Exhibit CC

	 	Closing Compliance Certificate
	 	ECC-1






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SCHEDULES




	 	 	 
	Schedule 6.14.4(i)

	 	S-1
	Schedule 6.14.4(ii)

	 	S-3
	Schedule 6.14.4(iii)

	 	S-4
	Schedule 6.14.4(iv)

	 	S-5
	Schedule 6.14.5

	 	S-6
	Schedule CF

	 	SCF-1






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THIS AMENDED AND RESTATED LOAN AGREEMENT AMENDS AND RESTATES IN ITS ENTIRETY THAT CERTAIN LOAN
AGREEMENT DATED AS OF JUNE 13, 2008 ENTERED INTO BETWEEN CEDAR SHOPPING CENTERS PARTNERSHIP, L.P.,
AS BORROWER, KEYBANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT, AND THE VARIOUS LENDERS PARTY
THERETO




AMENDED AND RESTATED LOAN AGREEMENT




     This agreement (“Loan Agreement” or “Agreement”) is made and entered into as of the 17th day
of October, 2008, by and between CEDAR SHOPPING CENTERS PARTNERSHIP, L.P., a Delaware limited
partnership having an address at 44 South Bayles Avenue, Port Washington, New York 11050
(“Borrower”), KEYBANK, NATIONAL ASSOCIATION, a national banking association having an address at
225 Franklin Street, 18th Floor, Boston, Massachusetts, 02110; MANUFACTURERS AND TRADERS TRUST
COMPANY, a New York banking corporation having an address at One M&T Plaza, Buffalo, New York
14203; TD BANK, N.A., having an address at 15 Park Street, Framingham, Massachusetts 01702; REGIONS
BANK having an address at 1900 5th Ave. N., 15th Floor, Birmingham, Alabama
35203; CITIZENS BANK OF PENNSYLVANIA having an address at 1215 Superior Ave., 6th Floor,
Cleveland, Ohio 44114; RAYMOND JAMES BANK, FSB, having an address at 710 Carillon Parkway, St.
Petersburg, Florida 33716; and TRISTATE CAPITAL BANK, having an address at 789 E. Lancaster Avenue,
Suite 240, Villanova, Pennsylvania 19085, and the other lending institutions which are or may
hereafter become parties to the Loan Agreement (as defined below), as the Lenders (collectively,
the “Lenders”), and KEYBANK, NATIONAL ASSOCIATION, a national banking association having an address
at 225 Franklin Street, 18th Floor, Boston, Massachusetts, 02110 as administrative agent on behalf
of the Lenders (the “Administrative Agent”).



WITNESSETH:




     1. BACKGROUND.



     1.1 Defined Terms. Capitalized terms used in this Agreement are defined either in
Exhibit A, or in specific sections of this Agreement, or in another Loan Document, as
referenced in Exhibit A.



     1.2 Borrower. Borrower is a limited partnership organized under the laws of the State
of Delaware of which the sole general partner is CSC.



     1.3 Use of Loan Proceeds. Borrower has applied to Lenders for a revolving loan of not
to exceed up to TWO HUNDRED FIFTY MILLION DOLLARS ($250,000,000.00), with an initial Established
Loan Amount of One Hundred Fifty Million Dollars ($150,000,000.00) (“Loan”), the proceeds of which
are to be used (a) to provide funds for the acquisition, development, construction, expansion, and
renovation, of real estate properties by the Borrower, CSC, and the Borrower Subsidiaries, (b) to
pay certain closing and transactional costs as



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approved by the Administrative Agent, and (c) for other lawful REIT purposes, including,
without limitation, the disbursements on the Funding Date.



     1.4 Guaranties. As an inducement to Lenders to make the Loan, CEDAR SHOPPING CENTERS,
INC., a Maryland corporation (“CSC”), and each Borrowing Base Property Owner (severally and
collectively called “Guarantor” or “Guarantors”) have agreed to furnish guaranties to the
Administrative Agent, for the ratable benefit of the Lenders. The establishment of the facility
provided for herein and the making of the Loan is in the best interest of each of the Guarantors as
the proceeds of the Loan are being, or may be, used to satisfy Debt of certain of the Guarantors
and to make available funds to the Guarantors for working capital purposes and for acquisitions,
development, capital expenditures, and refinancings of real estate properties. The Lenders have
advised the Borrower that the Lenders will not establish this facility without the Guaranty from
the Guarantors.



     1.5 Loan. Subject to all of the terms, conditions and provisions of this Agreement,
and of the agreements and instruments referred to herein, each of the Lenders agrees severally to
make a loan to the Borrower up to a maximum aggregate principal amount equal to such Lender’s
Commitment, and Borrower agrees to accept and repay the Loan in accordance with the terms of this
Agreement.



     2. LOAN PROVISIONS.



     2.1 General Loan Provisions.



          2.1.1 Limit.




               (i) Subject to all of the terms and conditions hereof, the Lenders hereby agree to lend to
Borrower, and Borrower may borrow, reborrow and repay from time to time sums (the “Loan Advances”)
between the date hereof and the Maturity Date; provided, that (a) the aggregate of (1) the
outstanding principal balance of the Loan plus (2) the L/C Exposure, shall at no time exceed (b)
the least of (1) the Established Loan Amount, (2) the Total Commitment, or (3) the Availability
(the least of (1), (2) or (3), the “Maximum Loan Amount”).



               (ii) The obligations of the Lenders hereunder are several and independent and not joint.
Failure of any Lender to fulfill its obligations hereunder shall not result in any other Lender
becoming obligated to advance more than its Commitment Percentage of the Loan.



               (iii) Provided no Default or Event of Default shall then be in existence, the Borrower may, on
any one (1) or more occasions prior to the Maturity Date, request an increase the Established Loan
Amount; provided, however, that (i) the amount of each such increase shall not be less than Ten
Million ($10,000,000.00) Dollars, (ii) the aggregate amount of all such increases shall not cause
the Established Loan Amount to exceed Two Hundred Fifty Million ($250,000,000.00) Dollars, and
(iii) after any such increase the Established Loan Amount shall not exceed the Total Commitments
(as such may be increased after the date hereof) as determined by the Administrative Agent. Such
request may be made by the Borrower by written notice to the Administrative Agent, which election
shall designate the desired increased Established Loan Amount. The Borrower shall execute, deliver and satisfy, and shall



-2-









 




cause each Loan Party to execute, deliver, and satisfy, any and all documentation and other
conditions reasonably required by the Administrative Agent and any Lender increasing its Commitment
in order to evidence and effectuate the increase in the Established Loan Amount, including, without
limitation, any new or replacement Note as may be required by any Lender increasing its Commitment
or any new Lender issuing a new Commitment. Any such increase of the Established Loan Amount shall
not be effective until written confirmation from the Administrative Agent to the Borrower and the
Lenders of such increased amount and the confirmation that such amount does not exceed the Total
Commitments. The Administrative Agent shall give the existing Lenders written notice of the
Borrower’s request to so increase the Established Loan Amount hereunder, and the existing Lenders
shall have a right of first refusal with respect to electing to increase their respective
Commitments, which right must be exercised by providing the Administrative Agent with written
notice of such election within ten (10) Business Days of the notice provided by the Administrative
Agent. In the event the existing Lenders shall agree to increase their Commitments by an amount
that is in excess of the requested increase, such increased Commitments shall be allocated by the
Administrative Agent on a pro rata basis. In connection with any increase in the Established Loan
Amount, no Lender shall be required to increase the amount of such Lender’s Commitment.




          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 there
then continuing no Default or Event of Default, make disbursements to Borrower of Loan Advances in
installments in accordance with the following:




               (i) 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 issued) is herein called a “Drawdown Date.”



               (ii) Requisitions, Certifications. Each request for a Loan Advance shall be in
writing and in the form attached hereto as Exhibit B-1, and shall include an updated
Availability Certificate in the form of Exhibit B-1 attached hereto. Each such request
shall specify (i) the amount of the Loan Advance requested, (ii) the purpose of the Loan Advance
requested, (iii) the aggregate outstanding principal balance of the Loan plus L/C Exposure, (iv)
the then aggregate remaining amount which may be funded under the Note, and (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, except to the extent the contemplated Loan Advance will result in noncompliance
with the Financial Covenants, and (vi) if the purpose of the Loan Advance is to fund project costs
with respect to a Borrowing Base Property, such supporting invoices and other documentation as the
Administrative Agent may reasonably require evidencing the project costs incurred or to be paid
supporting such Loan Advance. Each request for a Loan Advance hereunder shall be for (a) a minimum amount of $500,000.00, and (b) an amount not to exceed



-3-









 




(x) the Maximum Loan Amount less (y) the aggregate of the then outstanding principal balance of the
Loan plus L/C Exposure.




          2.1.3 Funding Procedures. The following terms and provisions shall apply to any Loan
Advance:




               (i) Upon the satisfaction of the conditions set forth in this Section 2.1, to the extent
applicable, Administrative Agent on behalf of the Lenders will either (x) deposit into a Depository
Account of the Borrower or (y) disburse to, or for the benefit of, the Borrower or any Borrower
Subsidiary (as directed by the Borrower) the amount of the Loan Advance requested by Borrower
pursuant to this Section 2.1. Provided the Administrative Agent has received from the Lenders
immediately available funds not later than 1:00 p.m. (Eastern time) on the proposed Drawdown Date
(to the extent immediately available funds are received later than 1:00 p.m. (Eastern time),
Administrative Agent, on behalf of the Lenders, will make the deposit into the Depository Account
on the following Business Day), provided that if Borrower’s request for a Loan Advance so
specifies, instead of making such deposit, Administrative Agent on behalf of the Lenders shall fund
all or a portion of such Loan Advance received by the Administrative Agent from the Lenders
directly by wire transfer of immediately available funds to a third party (in accordance with
wiring instruction specified in such request), in which event such funds shall be wired by no later
than 2:00 p.m. (Eastern time) on the proposed Drawdown Date.



               (ii) Each request for a Loan Advance hereunder shall constitute a representation and warranty
by Borrower that the conditions set forth in Section 5.1 hereof, as the case may be, have been
satisfied on the date of such request and will be satisfied on the proposed Drawdown Date, unless
otherwise disclosed in writing to the Administrative Agent prior to or at the time of such request,
including 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, except to the extent the contemplated Loan Advance will result in noncompliance
with the Financial Covenants. Notwithstanding any such disclosure, the disclosure by Borrower to
the Administrative Agent that one or more of the conditions set forth in Section 5.1 hereof are not
satisfied as of the date of Borrower’s request for a Loan Advance or will not be satisfied as of
the proposed Drawdown Date shall entitle Administrative Agent and Lenders to refuse to make the
Loan Advance requested by Borrower.



               (iii) If any Event of Default shall occur and be continuing, the Administrative Agent may or
shall (at the direction of the Required Lenders), by notice to Borrower, terminate the obligation
of the Lenders to fund Loan Advances in respect of the then unfunded portion of the Note, and, upon
such notice being given, such obligation of the Lenders to make any further Loan Advances in
respect of the then unfunded portion of the Note shall terminate immediately and the Lenders shall
be relieved of all further obligations to make any Loan Advances to Borrower.



     2.2 Term of Loan.



          2.2.1 The Loan shall be for a term (the “Initial Term”) commencing on the date hereof and
ending on June 13, 2011(the “Initial Maturity Date”) or such earlier date as the Loan




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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 June 13, 2012 (“Extended Maturity Date”) upon
satisfaction of the conditions set forth in Section 2.2.3 (hereinafter, the Initial Maturity Date
and the Extended Maturity Date may be referred to herein sometimes as the “Maturity Date” as may be
applicable).




          2.2.2 Termination/Reduction.




               (i) The Borrower shall have the right to terminate the Loan prior to the originally scheduled
Maturity Date by providing the Administrative Agent (with the Administrative Agent giving prompt
notice thereof to the Lenders) with ten (10) days’ written notice of the Borrower’s intention to
terminate the Loan (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 Loan Advances or any Letters of Credit
hereunder, and (ii) the Borrower shall be obligated on the Borrower Termination Date to 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 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.



               (ii) The Borrower shall have the right to reduce the Established Loan Amount to an amount not
less than $100,000,000.00 prior to the originally scheduled Maturity Date by providing the
Administrative Agent (with the Administrative Agent giving prompt notice thereof to the Lenders)
with ten (10) days’ written notice of the Borrower’s intention to reduce the Established Loan
Amount (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 Loan Advances or any Letters of Credit such that (1)
the outstanding principal balance of the Loan plus (2) the L/C Exposure, would exceed such reduced
Established Loan Amount, and (ii) the Borrower shall be obligated on the Borrower Reduction Date to
pay in full the excess of (1) the outstanding principal balance of the Loan plus (2) the L/C
Exposure (less any portion of the L/C Exposure which is cash collateralized as set forth in section
(y) below), over the reduced Established Loan Amount, including, without limitation, any Breakage
Fees due on account of such payment due on account of such payment and/or (y) provide
Administrative Agent with cash collateral equal to such excess with respect to Letters of Credit
from a source other than the proceeds of the Loan. 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. In order to effect such reduced Established Loan Amount, the
Administrative Agent shall reduce the Lenders’ Commitments on a pro rata basis.



-5-









 





          2.2.3 Upon satisfaction of each of the following conditions, Borrower may extend the Initial
Maturity Date of the Loan until the Extended Maturity Date:




               (i) No Default. No Default shall exist on the date of the Borrower’s written notice
for an extension as provided for below and on the Initial Maturity Date.



               (ii) Notice From Borrower. Borrower shall have given Administrative Agent (and the
Administrative Agent shall give prompt notice thereof to the Lenders) written notice of Borrower’s
request to exercise its extension right at least forty five (45) days, but no more than ninety (90)
days, before the Initial Maturity Date.



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



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



               (v) 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 two-tenths of one
percent (0.20%) of the outstanding Commitments of the Lenders, such Extension Fee to be payable at
least five (5) days prior to the Initial Maturity Date.



               (vi) Appraisals. If reasonably required by the Administrative Agent, the
Administrative Agent shall have obtained an updated Appraisal on each Borrowing Base Property.



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


Within thirty (30) days following receipt by Administrative Agent and each of the Lenders of
Borrower’s written notice under clause 2.2.3(ii) above requesting the extension accompanied by
those of the items described above which are then available, Administrative Agent shall notify
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 Administrative Agent determines that the conditions to extension have been satisfied, other than
payment of the Extension Fee, Administrative Agent shall so notify Borrower and the Lenders and
upon Administrative Agent’s receipt of the Extension Fee not later than five (5) days prior to the
Initial Maturity Date, so long as no Default exists, the term of the Loan shall be extended until
the Extended Maturity Date.




     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 and the Note. 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



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Administrative Agent and to be allocated on a pro rata basis to the portion of the balance due under the Note 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) Variable Rate or (ii) Effective LIBO Rate.




          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 Notice of Rate Selection (in accordance with the
requirements of Section 2.3.3, below): (i) three (3) Business Days prior to each Loan Advance, (ii)
two (2) Business Days prior to the end of each Interest Period applicable to an Effective LIBO Rate
Advance which shall be continued as an Effective LIBO Rate Advance, or (iii) two (2) Business Days
prior to any Business Day on which Borrower desires to convert an outstanding Variable Rate Advance
to an Effective LIBO Rate Advance.




          2.3.3 Notice. A “Notice of Rate Selection” shall be a written notice, given by cable,
tested telex, telecopier, or by telephone if immediately confirmed by such a written notice, from
an Authorized Representative of Borrower which: (i) is received by Administrative Agent not later
than 10:00 a.m. (Eastern time): (a) if an Effective LIBO Rate is selected, at least two (2)
Business Days prior to the first day of the Interest Period to which such selection is to apply,
(b) if a Variable Rate is selected, on the first day of the Interest Period to which such selection
is to apply; and (ii) as to each selected interest rate option, sets forth the aggregate principal
amount(s) to which such interest rate option(s) shall apply and the Interest Period(s) applicable
to each Effective LIBO Rate Advance.




          2.3.4 If No Notice. If Borrower fails to select an interest rate option in accordance
with the foregoing prior to a Loan Advance, or at least two (2) Business Days prior to the last
day of the applicable Interest Period of an outstanding Effective LIBO Rate Advance, or if an
Effective LIBO Rate Advance is not available, any new Loan Advance made shall be deemed to be a
Variable Rate Advance, and on the last day of the applicable Interest Period all outstanding
principal amounts of the applicable Effective LIBO Rate Advance shall be deemed converted to a
Variable Rate Advance.




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




          2.3.6 Limits On Options. Each Effective LIBO Rate Advance shall be in a minimum
amount of $1,000,000.00. At no time shall there be outstanding a total of more than five (5)
Effective LIBO Rate Advances combined at any time.




          2.3.7 Payment and Calculation of Interest. All interest shall be: (a) payable in
arrears commencing on the first day of the calendar month following the Funding Date and on



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the same 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; and (b) calculated on the basis of a 360 day
year and the actual number of days elapsed. Each change in the Prime Rate shall simultaneously
change the Variable Rate payable under this Agreement. Interest at the Effective LIBO Rate shall be
computed from and including the first day of the applicable Interest Period to, but excluding, the
last day thereof.




          2.3.8 Mandatory Principal Payments.




               (i) If, on any day, the aggregate of (a) the outstanding principal balance of the Loan, plus
(b) the L/C Exposure, exceeds 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, without limitation, any payment required to comply with the terms of Section
3.4, below, in immediately available funds within ten (10) Business Days of demand from the
Administrative Agent; provided, however, if during such ten (10) Business Day period the Borrower
delivers to the Administrative Agent satisfactory Funding Evidence, such ten (10) Business Day
period shall be extended for such additional time as is determined by the Administrative Agent to
be required for Borrower, acting in due diligence, to obtain such funds, not to exceed an
additional sixty (60) days.



               (ii) In connection with the release of the Lien in favor of the Administrative Agent on behalf
of the Lenders on any Borrowing Base Property in accordance with Section 3.3, the Borrower shall
prepay the Loan in an amount equal to the Release Price, if any, of the said Borrowing Base
Property simultaneously with, or prior to, the release of the said Lien (any payment due under
subsections (i) or (ii), a “Mandatory Principal Payment”).



               (iii) The entire principal balance of the Loan shall be due and payable in full on the
Maturity Date.



          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 Variable Rate Advances and, with respect to Effective LIBO Rate
Advances subject to the Breakage Fee. Any Mandatory Principal Prepayment and any other partial
prepayment of principal shall first be applied to the principal due in the reverse order of
maturity, and no such partial prepayment shall relieve Borrower of the obligation to pay each
installment of principal when due. 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, but not 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. All payments of interest, principal and
fees shall be made in lawful money of the United States in immediately available funds, without
counterclaim or setoff and free and clear of, and without any deduction or withholding for, any
taxes or other payments: (a) by direct charge to an account of Borrower maintained with




-8-









 







Administrative Agent, or (b) by wire transfer to Administrative Agent or (c) to such other bank or
address as the holder of the Loan may designate in a written notice to Borrower. Payments shall be
credited on the Business Day on which immediately available funds are received prior to 1:00 p.m.
(Eastern time); payments received after 1:00 p.m. (Eastern time) shall be credited to the Loan on
the next Business Day. Payments which are by check, which Administrative Agent may at its option
accept or reject, or which are not in the form of immediately available funds shall not be credited
to the Loan until such funds become immediately available to Administrative Agent, and, with
respect to payments by check, such credit shall be provisional until the item is finally paid by
the payor bank.




          2.3.12 Billings. 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
Administrative Agent to submit a billing nor any error in any such billing shall excuse Borrower
from the obligation to make full payment of all Borrower’s payment obligations when due.




          2.3.13 Default Rate. Administrative Agent shall have the option of imposing, and
shall impose upon the direction of the Required Lenders, and Borrower shall pay upon billing
therefor, an interest rate which is four percent (4.0%) per annum above the Effective LIBO Rate or
Variable Rate then in effect with respect to Loan Advances (as the case may be) (“Default Rate”):
(a) following any Event of Default, unless and until the Event of Default is waived by Required
Lenders; and (b) after Maturity. Borrower’s right to select pricing options shall cease upon the
occurrence of any Event of Default unless and until the Event of Default is waived by
Administrative Agent.




          2.3.14 Late Charges. Borrower shall pay a late charge (herein, the “Late
Charge”) equal to five percent (5%) of the amount of any interest or scheduled payment of
principal (other than the final principal payment due upon the Maturity Date), 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 Administrative Agent and the
Lenders for administrative and processing costs incident to late payments, (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. Borrower shall pay to Administrative Agent, for the 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 Administrative Agent (in
the absence of manifest error), compensate 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 an Effective
LIBO Rate Advance on a date other than the last day of the applicable Interest Period of an Effective LIBO Rate Advance, (ii) the conversion, for any
reason whatsoever, whether voluntary or involuntary, of any Effective LIBO Rate Advance to a
Variable 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 which was to have borne interest at the Effective LIBO
Rate pursuant to the request of Borrower to be made under the Loan Agreement (except as a result of
any act or omission of Lender), or (iv) the failure of Borrower to borrow in accordance with any
request submitted by it for an Effective LIBO Rate Advance. Such amounts payable by




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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 Administrative Agent or any Lender to fund or maintain an Effective 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; Administrative Agent’s Fees.



          2.4.1 Loan Fees. Borrower shall pay Administrative Agent for its own account the
various fees in accordance with the fee letter between the Borrower and the Administrative Agent
dated as of the date hereof.




          2.4.2 Line Fee. 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 sum of (a) the outstanding principal balance of the Loan, and (b) the L/C
Exposure. 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 Acceleration. The Administrative Agent may, and upon the request of the Required
Lenders shall, accelerate the Loan, upon the occurrence an Event of Default which remains
continuing. Upon such an acceleration, all principal, accrued interest, Breakage Fee, any other
fees, and costs and expenses shall be due and payable together with interest on such principal at
the Default Rate from the date of the Event of Default until paid.



     2.6 Additional Provisions Related to Interest Rate Selection.



          2.6.1 Increased Costs. If, due to any one or more of: (i) the introduction of any
applicable law or regulation or any change (other than any change by way of imposition or increase
of reserve requirements already referred to in the definition of Effective LIBO Rate) in the
interpretation or application by any authority charged with the interpretation or application
thereof of any law or regulation; or (ii) the compliance with any guideline or request from any
governmental central bank or other governmental authority (whether or not having the force of law)
(an event described in the preceding clause (i) or (ii) an “Increased Cost Event”), there shall be
an increase in the cost to any Lender of agreeing to make or making, funding or maintaining
Effective LIBO Rate Advances, including without limitation changes which affect or would affect the
amount of capital or reserves required or expected to be maintained by any such Lender, with respect to all or any portion of the Loan, or any corporation controlling any
Lender, on account thereof, then Borrower from time to time shall, within twenty (20) days after
written demand by Administrative Agent, pay to such Lender the incremental increase in Lender’s
cost due to the Increased Cost Event. A certificate as to the amount of the increased cost and the
reason therefor submitted to Borrower by the Administrative Agent on behalf of an affected Lender,
in the absence of manifest error, shall be conclusive and binding for all purposes.




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          2.6.2 Illegality. Notwithstanding any other provision of this Agreement, if the
introduction of or change in or in the interpretation of any law, treaty, statute, regulation or
interpretation thereof shall make it unlawful, or any central bank or government authority shall
assert by directive, guideline or otherwise, that it is unlawful, for any Lender to make or
maintain Effective LIBO Rate Advances or to continue to fund or maintain Effective LIBO Rate
Advances, and such Lender, without cost or expense, cannot hold or administer its Commitment from
an office where maintaining and funding Effective LIBO Rate Advances can be accomplished, then, on
written notice thereof and demand by Administrative Agent or Required Lenders to Borrower, (a) the
obligation of Administrative Agent to make Effective LIBO Rate Advances and to convert or continue
any Loan as Effective LIBO Rate Advances shall terminate and (b) at the end of the applicable
Interest Period (or on such earlier date as may be necessary to comply with such change), Borrower
shall convert all principal outstanding under this Agreement into Variable Rate Advances.




          2.6.3 Additional LIBO Rate Conditions. The selection by Borrower of an Effective LIBO
Rate and the maintenance of the Effective LIBO Rate Advance at such rate shall be subject to the
following additional terms and conditions:




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




          (a) Dollar deposits in the amount and for the maturity requested are not
available to 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 Administrative Agent to determine the
Effective LIBO Rate for the amounts and maturity requested,


then the principal which would have been an Effective LIBO Rate Advance shall be a Variable Rate
Advance.




               B. Payments Net of Taxes. All payments and prepayments of principal and interest
under this Agreement shall be made net of any taxes (excluding Excluded Taxes) and costs (which are
compensated under Section 2.6.1 above) resulting from having principal outstanding at or computed
with reference to an Effective LIBO Rate. Without limiting the generality of the preceding
obligation, illustrations of such taxes and costs as to which payments are to be made net of are
taxes, or the withholding of amounts for taxes, of any nature whatsoever including income, excise,
interest equalization taxes (other than United States or state income taxes) as well as all levies,
imposts, duties or fees whether now in existence or as the result of a change in or promulgation of any treaty, statute, regulation, or
interpretation thereof or any directive guideline or otherwise by a central bank or fiscal
authority (whether or not having the force of law) or a change in the basis of, or the time of
payment of, such taxes and other amounts resulting therefrom. Each Lender organized under the laws
of a jurisdiction outside of the United States (a “Foreign Lender”) shall provide to the Borrower
and the Administrative Agent two properly completed and executed Internal Revenue Service Forms
W-8BEN or other applicable forms, certificates or documents prescribed by the Internal Revenue



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Service of the United States certifying as to such Foreign Lender’s entitlement to complete
exemption from United States withholding tax under an applicable statute or tax treaty with respect
to payments to be made to such Foreign Lender hereunder (“Certificates of Exemption”). Each
Foreign Lender shall provide such Certificates of Exemption on or before the Closing Date, and
shall provide Certificates of Exemption on or before the first business day of each taxable year of
such Foreign Lender thereafter. Each Foreign Lender that becomes a Lender pursuant to Section 13.3
after the Closing Date shall provide Certificates of Exemption on or before the date such Foreign
Lender becomes a Lender and on or before the first business day of each taxable year of such
Foreign Lender thereafter. If a Foreign Lender does not provide a Certificate of Exemption to
Borrower and the Administrative Agent within the time periods set forth in the preceding sentence,
Borrower shall withhold taxes from payments to such Foreign Lender at the applicable statutory
rates and Borrower shall be permitted to deduct the amount withheld from the amount it otherwise
would have been required to pay, provided that all such withholding shall cease upon
delivery by such Foreign Lender of a Certificate of Exemption to Borrower and Administrative Agent.
Each Lender that is not a Foreign Lender and is not exempt from backup withholding under the Code
with respect to payments made under this Agreement shall provide a properly completed and executed
IRS Form W-9 to the Borrower promptly after becoming a Lender under this Agreement. If a Lender
fails to comply with its obligations under the preceding sentence and Borrower pays backup
withholding as a result of such failure, Borrower shall be permitted to deduct the amount withheld
from the amount it otherwise would have been required to pay to the Lender. Without limiting the
foregoing, the Borrower shall timely pay any Other Taxes to the relevant governmental authority in
accordance with applicable law.




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




     2.7 Letters of Credit.



          2.7.1 The Letter of Credit Commitment.




               (i) 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 any current or proposed
Borrowing Base Property Owners (it being acknowledged that the Borrowing Base Property Requirements
and/or the Equity Requirement for such proposed Borrowing Base Property may not yet have been met)
as required in connection with the construction of improvements on a current or proposed Borrowing
Base Property, 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, such current or proposed
Borrower Base Property Owners 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 aggregate Outstanding Amount of the Loans of any Lender, plus
such Lender’s Commitment Percentage of the Outstanding Amount of all L/C



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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.




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




          (A) subject to Section 2.7.2(iii), 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 Administrative Agent has approved such expiry date; or




          (B) the expiry date of such requested Letter of Credit would occur after the
Letter of Credit Expiration Date, unless (x) the Administrative Agent shall have
approved such expiry date, subject to Section 2.7.7, or (y) the subject Borrowing
Base Property to which the Letter of Credit relates is scheduled to be completed at
least ninety (90) days prior to the Letter of Credit Expiration Date.



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




          (A) 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;




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




          (C) 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 $25,000.00, in the
case of a standby Letter of Credit;



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




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




          (F) a default of any Lender’s obligations to fund under Section 2.7.3 exists or
any Lender is at such time a Delinquent 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 13.2.8.



               (iv) 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.



               (v) 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.




               (i) 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 Representative 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 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;



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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.




               (ii) 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 Sections 2.1.3(ii) or 2.1.3(iii) 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.



               (iii) 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) 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 clause (x) or (y) of Section 2.7.1(ii)(B) shall
apply); 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 Administrative
Agent has not approved or the Borrower has not qualified for such extension or (2) from the
Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions
specified in Sections 2.1.3(ii) or 2.1.3(iii) are not then satisfied, and in each such case directing the L/C Issuer not to
permit such extension.



               (iv) 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



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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 Administrative Agent has not
approved or the Borrower has not qualified for such reinstatement or (B) from the Administrative
Agent, any Lender or the Borrower that one or more of the applicable conditions specified in
Sections 2.1.3(ii) or 2.1.3(iii) 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.




               (v) 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.



          2.7.3 Drawings and Reimbursements; Funding of Participations.




               (i) 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 Variable Rate Advance under the Note 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 Sections
2.1.3(ii) and 2.1.3(iii). Any notice given by the L/C Issuer or the Administrative Agent pursuant
to this Section 2.7.3(i) 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.



               (ii) Each Lender shall upon any notice pursuant to Section 2.7.3(i) 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(iii), each Lender that so makes funds available shall be
deemed to have made a Variable



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Rate Advance to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the L/C Issuer.




               (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Loan Advance
because the conditions set forth in Section 2.1.3(ii) or 2.1.3(iii) 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(ii) 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.



               (iv) 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 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.



               (v) 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 Loans pursuant to this Section
2.7.3 is subject to the conditions set forth in Sections 2.1.3(ii) or 2.1.3(iii). 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.



               (vi) 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(ii), 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.




               (i) 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



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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.




               (ii) If any payment received by the Administrative Agent for the account of the L/C Issuer
pursuant to Section 2.7.3(i) 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:




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



               (ii) 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;



               (iii) 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;



               (iv) 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 Legal Requirement; or



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               (v) 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.



     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 (i) through (v) 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 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




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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 KeyBank,
National Association.




          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 Effective 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,
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 Effective 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 Effective 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 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 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.




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          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




     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, Borrower and the other Loan Parties 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 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.




               (i) A first priority mortgage/deed of trust (as applicable) and security agreement
(individually and collectively, the “Mortgage”) 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, 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.



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




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               (iii) 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.



               (iv) 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:




          (A) The request for the Administrative Agent to purchase by assignment such
loan or loan shall constitute a representation and warranty by the Borrower that (i)
all signatures by the Borrower, any Borrower Subsidiary and, to the best of the
Borrower’s knowledge, all other persons or entities on the assigned promissory
note, mortgage, and all other documents, instruments, and agreements executed in
connection therewith are genuine, (ii) 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 (iii) 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;




          (B) 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




          (C) 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.




          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.




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          3.1.4 Guaranties. The unconditional, continuing guaranty (singly 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, with the Guaranty
from CSC being delivered on the Closing Date, and the Guaranty from each other Guarantor being
delivered when the applicable Individual Property is admitted as a Borrowing Base Property.




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




          3.1.6 Ownership Interest and Inter-Company Loan Pledge. A first priority pledge
granted to the Administrative Agent, for the ratable benefit of the Lenders, with respect to (i)
the ownership interest in (x) each Borrowing Base Property Owner held by any Loan Party or Borrower
Subsidiary (with the exception of any Borrowing Base Property directly owned by the Borrower) or JV
Partner and (y) each manager/general partner of a Borrowing Base Property Owner (with the exception
of any Borrowing Base Property directly owned by the Borrower) and (ii) any inter-company loans
from time to time due from any Borrowing Base Property Owner held by the Borrower or any Loan Party
to the Borrower.




          3.1.7 Additional Documents. Any other documents, instruments and agreements set forth
on the Loan Agenda.




     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) separate promissory notes in the form of Exhibit
C, annexed hereto, payable to each Lender in the aggregate principal amount of Established
Loan Amount; (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 3.1.7, 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 or (y) the removal of one or more Borrowing Base Properties is necessary to
cure or remedy a Default hereunder, and (ii) satisfaction of the Release Conditions, the
Administrative Agent shall 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



-23-









 







Property Owner pursuant to Sections 3.1.2 and 3.1.3, release the Environmental Indemnity (subject to the
terms thereof) delivered pursuant to Section 3.1.5, 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 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 The Borrower shall make a Mandatory Principal Payment equal to the Release Price, if
any, relative to the subject Borrowing Base Property or substitute a new Borrowing Base Property
subject to the requirements of Section 3.5 below.




          3.3.2 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).




          3.3.3 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 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 All representations and warranties contained herein or in the other Loan Documents shall
be true and correct in all material respects as of the time of any such release
(other than representations and warranties which speak as of a specific date or which
Administrative Agent was notified of were not true and correct prior to a request for a Loan
Advance which was nonetheless made or which apply to the Individual Property being released).




          3.3.6 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 in all material
respects 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 customary documents with respect to any such assignment.



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



          3.4.1 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:




               (i) A Major Event of Loss occurs as to a Borrowing Base Property, or 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,
unless such Major Event of Loss or Event of Loss will not materially interfere with the
contemplated development and completion of the Borrowing Base Property; or



               (ii) Subsections (f) or (g) in the definition of Eligibility Criteria are no longer satisfied
with respect to such Borrowing Base Property; or



               (iii) The Required Lenders have instructed the Administrative Agent to remove a Borrowing Base
Property if a tenant or tenants which have Leases or prospective tenant or tenants which have
letters of intent with respect to such Borrowing Base Property are subject to bankruptcy or
insolvency proceedings and have filed a motion to reject such Lease or letter of intent, or have
not assumed such Lease or letter of intent 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
or prospective tenant’s bankruptcy filing, and to the extent the space occupied or to be occupied
by such tenants is deemed vacant, either subsection (f) or (g) of the Eligibility Criteria for such
Borrowing Base Property would not be satisfied.



          3.4.2 Upon any such Individual Property no longer being deemed to be a Borrowing Base
Property, the Borrower shall make a Mandatory Principal Payment when required equal to the Release
Price (if any) for such Borrowing Base Property.




          3.4.3 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 the Release
Conditions are satisfied with respect thereto, the Administrative Agent shall 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, release the Environmental Indemnity delivered
pursuant to Section 3.1.5, 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 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 Property shall not be
released from the Lien held by the Administrative



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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 Borrower’s written request (“Additional Collateral Request”), compliance with
the provisions of this Section 3.5, and compliance with the requirements for inclusion as a
Borrowing Base Property, as set forth in the definition thereof, the Required Lenders shall
authorize the Administrative Agent to accept one or more Individual Properties as Borrowing Base
Properties (as identified by the Borrower in its written request) to be held by the Administrative
Agent as Collateral. The Required Lenders shall agree to the acceptance of the Individual Property
as an additional Borrowing Base Property only upon the satisfaction of the following conditions, in
a manner reasonably acceptable to the Administrative Agent and the Required Lenders:



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




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




          3.5.3 No Event of Default shall exist under this Agreement or the other Loan Documents at the
time of the Additional Collateral Request or at the time of any such Individual Property becoming a
Borrowing Base Property, except for any Default which is cured or remedied by such Individual
Property becoming a Borrowing Base Property.




          3.5.4 All representations and warranties contained herein or in the other Loan Documents shall
be true and correct in all material respects as of the time of any such Individual Property
becoming a Borrowing Base Property (or shall become true by virtue of such Individual Property
becoming a Borrower Base Property) (other than representations and warranties which speak as of a
specific date or which Administrative Agent was notified of were not true and correct prior to a
request for a Loan Advance which was nonetheless made), including 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.




          3.5.5 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.




          3.5.6 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.




     Any failure of the proposed Borrowing Base Property to meet in all material respects all of
the foregoing conditions shall be deemed a rejection of the proposed Borrowing Base Property for
that Additional Collateral Request and such proposed Borrowing Base Property shall not be



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included in the Borrowing Base for any purpose unless and until all of the foregoing conditions are
satisfied or waived by the Administrative Agent and the Required Lenders. The Administrative Agent
shall give the Borrower prompt written notice of the decision of the Required Lenders with respect
to the admission or rejection of any Individual Property as a Borrowing Base Property.



     4. CONTINUING AUTHORITY OF AUTHORIZED REPRESENTATIVES. Administrative Agent and each
of the Lenders are authorized to rely upon the continuing authority of the persons, officers,
signatories or agents hereafter designated (“Authorized Representatives”) to bind Borrower 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 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 the
person giving such notice and such notice shall be effective not sooner than five (5) Business Days
following receipt thereof by Administrative Agent. The present Authorized Representatives are
listed on Exhibit D.



     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
(as determined by each Lender in its discretion which discretion shall be exercised reasonably
and in good faith having due regard for the advice of the Administrative Agent), unless
specifically waived in writing by all of the Lenders at or prior to the date of the closing and
funding of the initial Loan Advance (the “Closing Date”) (in the event that the closing of the Loan
is an earlier date than the date of the initial funding of the Loan, then the term “Closing Date”
shall refer to the date of the closing by execution of this Agreement, and the term “Funding Date”
shall refer to the date of funding of the initial Loan Advance):



          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 Administrative Agent
and Administrative Agent’s counsel and all Loan Documents shall be in full force and effect.




          5.1.2 Financial Information; No Material Change.




               (i) 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 the Consolidated financial
statements of CSC, the Borrower, and the Loan Parties 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.



               (ii) The Borrower shall have provided to the Administrative Agent such certificates and other
evidence as the Administrative Agent may reasonably require to



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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 CC
hereto or in such other form reasonably acceptable to Administrative Agent.




          5.1.3 Warranties and Representations Accurate. All warranties and representations
made by or on behalf of any of the Borrower and the other Loan Parties, or any of them, to
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 misleading.




          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 shall have been duly recorded and filed to the satisfaction of Administrative
Agent and Administrative Agent’s counsel, including, without limitation, as follows:




               (i) Prior to funding the Loan Advances, 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. Notwithstanding the foregoing, the recordation of the
Security Documents and the UCC filings shall not be a condition precedent under this Section 5.1.4
provided that Administrative Agent shall obtain satisfactory gap title insurance coverage. Such
filings, recordings and other actions shall include, without limitation, in addition to the
Mortgage, the Assignment of Leases and Rents, and the UCC-1 financing statements; and



               (ii) 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 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 (a) with respect to the Loan, the transactions contemplated in the
Loan Documents, or (b) with respect to the Borrower, any other Loan Party, or any other Borrower
Subsidiary, which , in the case of this clause (b), are not fully covered (subject to




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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.




               (i) On the Closing Date, the Administrative Agent shall have received a certificate of an
officer of each limited liability company which is a manager or general partner of a Loan Party or
limited partnership which is a general partner of a Loan Party annexing and certifying as to (a)
resolutions of such limited liability company authorizing and approving the transactions
contemplated by the Loan Documents, and the execution and delivery thereof by such limited
liability company in respect of the documents to which it is a party on its own behalf, or as a
general partner or manager of such other Loan Party or limited partnership, in respect of any of
the Loan Documents, (b) signatures and incumbency of all officers of such limited liability company
executing documentation on behalf of such entity or on behalf of any entity as to which such
limited liability company is a general partner or manager, as the case may be, in connection with
the transactions contemplated by the Loan Documents, (c) the Formation Documents of such limited
liability company, the Loan Party which it is a manager or general partner of, the limited
partnership which it is general partner of, and the Loan Party which such limited partnership is a
general partner of, having been duly executed, delivered and filed (to the
extent required by applicable Legal Requirements) 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) such limited liability company, the Loan Party which it is a manager or general
partner of, the limited partnership which it is general partner of, and the Loan Party which such
limited partnership is a general partner of, being in good standing and authorized to do business
in each jurisdiction where the conduct of its business and ownership of its assets requires such
qualification.



               (ii) On the Closing Date, the Administrative Agent shall have received a certificate of the
secretary of each corporation which is a Loan Party or the general partner of another Loan Party
annexing and certifying as to (a) corporate resolutions of such entity authorizing and approving
the transactions contemplated by the Loan Documents, and the execution and delivery thereof by such
entity in respect of the documents to which it is a party on its own behalf, or as a general
partner of such other Loan Party, in respect of any of the Loan Documents, (b) signatures and
incumbency of all officers of such corporation executing documentation on behalf of such entity or
on behalf of any entity as to which such corporation is a general partner, in connection with the
transactions contemplated by the Loan Documents, (c) the Formation Documents of such corporation
and Loan Party having been duly executed, delivered and filed (to the extent required by applicable
Legal Requirements) 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) such corporation and Loan
Party being in good standing and authorized to do business in each jurisdiction where the conduct
of its business and ownership of its assets requires such qualification.



          5.1.7 Compliance With Law. Administrative Agent and each of the Lenders shall have
received and approved evidence that there are no Legal Requirements which prohibit



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or adversely limit the capacity or authority of the Borrower or any Loan Party to enter into the Loan and
perform the obligations of such Person with respect thereto.



          5.1.8 Compliance With Financial Covenants. Administrative Agent shall have received
the Closing Compliance Certificate or other evidence reflecting the Borrower’s compliance with the
Financial Covenants and the terms and conditions hereof.




          5.1.9 Borrowing Base Property Due Diligence. 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. Borrower shall have provided to Administrative Agent with respect
to each Borrowing Base Property, the Borrower and the Collateral evidence of: (i) insurance
coverages which meet the property, hazard, and other insurance requirements set forth on
Exhibit E 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 as the Administrative Agent may reasonably
require with respect to the Loan.




          5.1.13 Cash Management. The Borrower shall open the Depository Account, as provided
for herein.




          5.1.14 Legal and other Opinions. 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 such matters incident to
the transactions contemplated herein as the Administrative Agent may request.




          5.1.15 Equity Requirement. The Equity Requirement with respect to each Borrowing Base
Property shall have been and shall remain satisfied.




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




     6. WARRANTIES AND REPRESENTATIONS. Borrower, the Administrative Agent and the Lenders
acknowledge and agree that all representations and warranties made in this Section 6 shall be
deemed to be made as of the date hereof; however, as provided for in Section 6.22 all such
representations and warranties shall be deemed to be reaffirmed as of any proposed Drawdown Date,
unless, in the case of Sections 6.4, 6.7, 6.9, and 6.14 as modified only by such additional
disclosures as shall be provided to the Administrative Agent in writing after



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the date hereof to reflect events occurring after the date hereof which do not constitute a Default hereunder, and
including 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, except to the extent the contemplated action will result in noncompliance with the
Financial Covenants. Subject to such limitations, Borrower warrants and represents to
Administrative Agent and each of the Lenders for the express purpose of inducing Lenders to enter
into this Agreement, to make each Loan Advance, to issue each Letter of Credit and to otherwise
complete all of the transactions contemplated hereby as follows:



     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 would not have a Material Adverse
Effect.



     6.2 Proceedings; Enforceability. Each Loan Party has taken all requisite corporate,
partnership or 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 each such Loan Party
in accordance with its respective terms except to the extent that the enforceability thereof may be
limited by applicable bankruptcy, insolvency and similar laws affecting rights of creditors
generally 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 or compliance by any Loan Party with the terms and provisions thereof
(including, without limitation, the granting of Liens pursuant to the Security Documents), (i) will
contravene any provision of any law, statute, rule or regulation or any order, writ, injunction or
decree of any court or governmental instrumentality having jurisdiction over Borrower, the Property
or any Loan Party, (ii) 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 (iii) 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 Exhibit F (as such may be updated from time to time in



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accordance with Section 6.22). The exact correct name and organizational number(s) and federal
employment identification number(s) of the Borrower, CSC and each such Loan Party are accurately
stated in Exhibit F. Each Borrowing Base Property Owner is a Wholly-Owned Subsidiary of
the Borrower, a JV Entity or CSC.



     6.5 Litigation. There are no 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 each Loan Party’s knowledge, threatened with
respect to the Loan, the transactions contemplated in the Loan Documents, 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, have or
could 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 not been disclosed to Administrative
Agent, and thereupon disclosed by Administrative Agent to the Lenders, which has or 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 8.2.3.



     6.8 Financial Information. The Consolidated financial statements of CSC, the
Borrower, and the Loan Parties delivered to the Administrative Agent present fairly the financial
condition of each at the dates of such statements of financial condition and the results of
operations for the periods covered thereby in accordance with GAAP, consistently applied. Since
December 31, 2007, no change has occurred which could reasonably be expected to have a Material
Adverse Effect. All financial statements of the Borrower, the Borrower Subsidiaries, or any other
Loan Parties hereafter furnished to 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
Borrower and respective Loan Party as of the date thereof in accordance with GAAP, consistently
applied.



     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.



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     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 state or federal bankruptcy or insolvency 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 Each of the Borrowing Base Property Owners possesses such Licenses and Permits issued
by the appropriate federal, state, or local regulatory agencies or bodies necessary to develop, own
and operate (as applicable) each Borrowing Base Property given status of the development of the
Borrowing Base Property, except where the failure to possess any such License or Permit would not
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
would not, singly or in the aggregate, result in 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 would not
result in 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, would result in a Material Adverse Effect.




          6.14.2 (i) The Borrowing Base Property Owners have either (x) fee simple title to the
Borrowing Base Properties or (y) a leasehold estate interest in the Borrowing Base Properties, as
set forth in Schedule 6.14.2(i) (as such may be updated from time to time in accordance with
Section 6.22); (ii) 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;
(iii) neither the Borrower nor any of the Borrowing Base Property Owners has received written
notice of the assertion of any claim by anyone adverse to any Loan Party’s ownership, or leasehold
rights in and to any Borrowing Base Property (except as may be disclosed in any update from time to
time in accordance with Section 6.22); and (iv) 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 may be disclosed in
Schedule 6.14.2(i) or in any update from time to time in accordance with Section 6.22);




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          6.14.3 Except to the extent the failure of the following to be true would not result in a
Material Adverse Effect or is disclosed in the Environmental Reports (as defined in the
Environmental Indemnity) (i) each Borrowing Base Property is free of any Hazardous Materials in
violation of any Environmental Legal Requirements applicable to such property; (ii) none of the
Borrowing Base Property Owners or Borrower 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
(except as may be disclosed in any update from time to time in accordance with Section 6.22); and
(iii) none of the Borrowing Base Property Owners or Borrower has received any written notice from
any Governmental Authority claiming any material violation of any Environmental Legal Requirements
that is uncured or unremediated (except as may be disclosed in any update from time to time in
accordance with Section 6.22);




          6.14.4 Except to the extent the failure of the following to be true would not result in a
Material Adverse Effect, (i) with respect to the Borrowing Base Properties, each Major Lease is in
full force and effect (except as may be disclosed in any update from time to time in accordance
with Section 6.22), (ii) except as set forth in Schedule 6.14.4(ii) (as such may be updated from
time to time in accordance with Section 6.22), 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, (iii) except as
set forth in Schedule 6.14.4(iii) (as such may be updated from time to time in accordance with
Section 6.22), to the Borrower’s knowledge, no tenant is in default under any Major Lease, (iv)
except as otherwise expressly set forth in Schedule 6.14.4(iv) (as such may be updated from time to
time in accordance with Section 6.22), to the Borrower’s Knowledge, there are no actions, voluntary
or involuntary, pending against any tenant under a Major Lease under any bankruptcy or insolvency
laws, and (v) 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 Except to the extent the failure of the following to be true would not result in a
Material Adverse Effect, (i) 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, (ii) 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, and (iii) no payments under any Ground
Lease with respect to a Borrowing Base property are delinquent and no notice of default thereunder
has been sent or received by any Loan Party which has not been cured or waived prior to the date
hereof, and to the knowledge of the Borrower, there does not exist under any of the Ground Leases
any default by any Borrowing Base Property Owners or any event which merely with notice or lapse of
time or both, would constitute such a default by any of the
Borrowing Base Property Owners, and (iv) 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.




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     6.15 Use of Proceeds. The proceeds of the Loan shall be used solely and exclusively
as provided in Section 1.3. No portion of the proceeds of the Loan shall be used directly or
indirectly, and whether immediately, incidentally or ultimately (i) 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 (ii) 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
Exhibit E hereto.



     6.17 Deferred Compensation and ERISA. Neither Borrower nor any other Loan Party,
other than CSC, has any pension, profit sharing, stock option, insurance or other arrangement or
Plan for employees covered by ERISA except as may be designated to Administrative Agent in writing
by Borrower from time to time and, to the best of the Borrower’s Knowledge, no Reportable Event has
occurred and is now continuing with respect to any such ERISA Plan. The granting of the Loan, the
performance by Borrower and/or any of the Loan Parties of their respective obligations under the
Loan Documents and Borrower’s and/or such other Loan Parties’ conducting of their respective
operations do not and will not violate any provisions of ERISA.



     6.18 Conditions Satisfied. Assuming that the Administrative Agent and the Lenders
have approved all matters requiring their approval, all of the conditions precedent to closing and
funding the initial Loan Advance have been satisfied or waived.



     6.19 No Default. There is no Default on the part of 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, with the passing of time, the giving of notice, or both, constitute a
Default under any Loan Document.



     6.20 Other Loan Parties’ Warranties and Representations. Borrower has no reason to
believe that any warranties or representations made in writing by any of the Loan Parties to the
Administrative Agent or any of the Lenders are untrue, incomplete and or misleading in any material
respect.



     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, 2002, and has remained qualified from
December 31, 2002 through the date hereof. All appropriate federal income tax returns for the
fiscal years through December 31, 2006 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.



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     6.22 Regarding Representations and Warranties. Each request by any Borrower for a
Loan Advance and/or the issuance of a Letter of Credit: (i) shall constitute an affirmation by
Borrower that the foregoing representations and warranties remain true and correct as of the date
of such request (except as to the representations and warranties in Sections 6.4, 6.7, 6.9, and
6.14 which may be modified only to reflect events occurring after the date hereof as specifically
disclosed in writing to Administrative Agent prior to or simultaneously with such written request)
and, unless Administrative Agent is notified to the contrary prior to the disbursement of the
requested Loan Advance or the issuance of the requested Letter of Credit, will be so on the date of
such Loan Advance or issuance of such Letter of Credit, and (ii) shall constitute the
representation and warranty of Borrower to Administrative Agent and each of the Lenders that the
information set forth in each such request is true and correct in all material respects and omits
no material fact necessary to make the same not misleading. All representations, warranties,
covenants and agreements made in this Agreement or in the other Loan Documents by each Loan Party
shall be deemed to have been relied upon by the Administrative Agent and each of the Lenders
notwithstanding any investigation heretofore or hereafter made by the Administrative Agent and/or
any of the Lenders or on its behalf.



     7. AFFIRMATIVE COVENANTS. Borrower covenants and agrees that from the date hereof and
so long as any indebtedness is outstanding hereunder, or any of the Loan or other obligations
remains outstanding, as follows:



     7.1 Notices. Borrower shall within five (5) business days after it has actual
knowledge thereof, notify Administrative Agent in writing (and Administrative Agent shall
thereafter promptly notify the Lenders) of the occurrence of any act, event or condition which
constitutes a Default or Event of Default under any of the Loan Documents. Such notification shall
include a written statement of any remedial or curative actions which 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. Borrower shall furnish or
cause to be furnished to Administrative Agent (and Administrative Agent shall thereafter promptly
furnish copies of same to the Lenders), the following financial statements, reports, certificates,
and other information, all in form and manner of presentation reasonably acceptable to
Administrative Agent:



          7.2.1 Annual Statements. Within ninety (90) days after the close of each Fiscal Year,
(i) the Consolidated statement 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, 2008, setting
forth comparative figures for the preceding fiscal year and certified by Ernst & Young LLP or other
independent certified public accountants of recognized national standing reasonably acceptable to
the Administrative Agent, in an unqualified opinion, together with (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 Administrative Agent may
from time to time reasonably determine;




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          7.2.2 Periodic Statements. (A) Within forty five (45) days after the close of each
calendar quarter (except for the quarter ending on December 31), the following (i) the Consolidated
statement of financial condition of CSC, as at the end of such quarterly period, the related
Consolidated statement of income and retained earnings (for the current quarter and on a year to
date basis), and statement of cash flows (on a year to date basis), in each case commencing with
the Fiscal Year ending December 31, 2008, 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 Administrative Agent, such financial statements to include and to be supplemented by
such detail and supporting data and schedules as Administrative Agent may from time to time
reasonably determine, together with (ii) consolidating income statements for the Borrower and each
Borrower Subsidiary, (iii) an Officer’s Certificate from the Borrower certifying that such
financial statements fairly present the financial condition of CSC in accordance with GAAP,
consistently applied, and that no Event of Default has occurred and is continuing, or if it is, a
statement as to the nature thereof, and (iv) an updated Cash Flow Projection in the form of
Schedule CF, and (B) a listing of all filings by Borrower or CSC with the SEC, including, without
limitation, full copies of Guarantor’s 10-Q and 10-K filings not later than five (5) Business Days
following filing with the SEC.




          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 Borrower
and certified by Borrower to be true, accurate and complete in all material respects: (i) upon
commencement of payment of rent by any tenant, 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; (ii) in the form
customarily used by the Borrower, a detailed, current rent roll of the subject Borrowing Base
Property, containing such details as Administrative Agent may
reasonably request, and (iii) any update to the Operating Pro Forma originally delivered in
connection with each Borrowing Base Property.




          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. Within forty-five (45) days after the close of each
quarterly accounting period in each Fiscal Year of the Borrower (except for the quarter ending on
December 31, which shall be submitted within ninety days after the close of such quarter), a
Compliance Certificate in form of Exhibit G, annexed hereto, together with an Officer’s
Certificate from the Borrower providing and otherwise certifying the compliance or non-compliance
by the Borrower with the Financial Covenants, with such supporting detail as is reasonably deemed
necessary by the Administrative Agent to verify the calculations incorporated therein, along with 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, in each case, as applicable, and, in addition, for each




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Individual Property acquired during the quarter just ended, the cost basis and the amount and terms of any assumed
Debt.




          7.2.6 Data Requested. Within a reasonable period of time and from time to time, such
other financial data or information as Administrative Agent or any Lender (through 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 Administrative Agent’s or Required Lenders’ (through the
Administrative Agent) 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
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
$10,000,000.00 which is secured by an Individual Property, or any other default or event of default
under any Debt in excess of $10,000,000.00 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 officer of either
Borrower, any Borrower Subsidiary, or any Loan Party obtains knowledge thereof, written notice of
any pending or, to the best of the Borrowers’ knowledge, threatened action, suit or




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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) (a) relating in any way to the Loan, the
transactions contemplated in the Loan Documents (including, without limitation, with regard to all
Distributions), or (b) the transactions contemplated in any documentation executed in connection
therewith, or the Borrower, any other Loan Party, or any other Borrower Subsidiary, which, in the
case of this clause (b), 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.




     7.3 Existence. Borrower shall do or cause to be done all things necessary to (i)
preserve, renew and keep in full force and effect (x) the partnership, company or corporate
existence, as applicable, of each Loan Party and (y) the material rights, licenses, permits and
franchises of each Loan Party, (ii) comply with all laws and other Legal Requirements applicable to
it and its assets, business and operations, the non-compliance with which could reasonably be
expected to have a Material Adverse Effect, (iii) 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 (iv) 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. Borrower shall duly pay and discharge, and cause each Loan
Party to 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 8.2.3.



     7.5 Insurance; Casualty, Taking.



          7.5.1 Borrower shall at all times maintain or cause the appropriate Person to maintain in full
force and effect the following insurance: (i) the Collateral 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 Exhibit E hereto, and (ii) 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 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 (i) 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 (ii)
excess or blanket coverage with respect thereto shall be provided,




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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 All insurance premiums shall be paid, at Borrower’s option either annually in advance or
in installments when due, and 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 In the event of any damage or destruction to any Collateral Property by reason of fire
or other hazard or casualty, Borrower shall give immediate written notice thereof to Administrative
Agent. With respect to any such damage or destruction, the Borrower shall make the Mandatory
Principal Payment, if any is required, set forth herein. If there is any condemnation for public
use of any Collateral Property, Borrower shall give immediate written notice thereof to
Administrative Agent (and 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, 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. Borrower shall cause the other Loan Parties to 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. The Borrower shall be responsible for the reasonable costs incurred by the
Administrative Agent of one (1) such inspection of each Borrowing Base Property or other asset per
year, and all such inspections by Administrative Agent (accompanied by any Lender or Lenders) if an
Event of Default is in existence.



     7.7 Loan Documents. Borrower shall (and shall cause the other Loan Parties to)
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.



     7.8 Further Assurances. Borrower shall and shall cause the other Loan Parties to
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. Borrower shall and shall cause the other Loan Parties and
Borrower Subsidiaries to keep and maintain 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 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



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Borrower Subsidiaries, whether such income or expense is realized thereby or by any other Person. The
Administrative Agent (accompanied by any Lender or Lenders) 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 Administrative Agent’s cost and expense.
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 the Borrower Subsidiaries with any of its partners, owners, and any accountants
hired by Borrower, it being agreed that 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 Legal Requirements 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. Borrower shall (and shall cause the other Loan Parties
and Borrower Subsidiaries to) (i) 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
(ii) be qualified to do business and in good standing under the laws of each jurisdiction, and
otherwise to comply with all Legal Requirements, 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. (i) Borrower shall and shall cause the other Loan Parties to warrant and
defend (x) the title to each item of Collateral owned by such Person and every part thereof,
subject only to the Liens (if any) permitted hereunder, (y) the validity and priority 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 (z) the title to and in the Collateral
Properties, and (ii) Borrower and the other Loan Parties shall be responsible, jointly and
severally, to reimburse 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. Borrower shall (and shall cause the other Loan Parties to), within ten
(10) Business Days after a request therefor from the Administrative Agent, which request shall not
be made by Administrative Agent more than once each Fiscal Year, furnish to the Administrative
Agent a statement, duly acknowledged and certified, setting forth (i) the amount



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then owing by Borrower in respect of the Obligations, (ii) the date through which interest on the Loan has been
paid, (iii) any offsets, counterclaims, credits or defenses to the payment by any Loan Party to the
Obligations of which Borrower has knowledge and (iv) whether any written notice of Default from
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. Borrower shall (and shall cause each of the other Loan Parties and
Borrower Subsidiaries to) 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 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 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 Borrower, Loan Party, the ERISA
Affiliate, the PBGC, a Plan participant or the Plan administrator with respect thereto: (i) that a
Reportable Event has occurred; (ii) that an accumulated funding deficiency has been incurred or an
application may be or has been made to the Secretary of the Treasury for a waiver or modification
of the minimum funding standard (including any required installment payments) or an extension of
any amortization period under Section 412 of the Code with respect to a Plan; (iii) that a
contribution required to be made to a Plan has not been timely made; (iv) that a Plan has been or
may be terminated, reorganized, partitioned or declared insolvent under Title IV of ERISA; (v) that
a Plan has an Unfunded Current Liability giving rise to a lien under ERISA or the Code; (vi) that
proceedings may be or have been instituted to terminate or appoint a trustee to administer a Plan;
(vii) that a proceeding has been instituted pursuant to Section 515 of ERISA to collect a
delinquent contribution to a Plan; (viii) that such 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 (ix) or that such
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 and Borrower
Subsidiaries to) deliver to Administrative Agent a complete copy of the annual report (Form 5500)
of each Plan required to be filed with the Internal Revenue Service. In addition to any
certificates or notices delivered to 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 Administrative Agent no later
than ten (10) days after the date such report has been filed with the Internal Revenue Service or
such notice has been received by such Borrower, Loan Party or Borrower Subsidiary or ERISA
Affiliate, as applicable.



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     7.14 Depository Account.



          7.14.1 Borrower shall maintain an operating and other depository account (the “Depository
Account”) with KeyBank, National Association (or any successor thereto), unless otherwise agreed by
Administrative Agent in writing.




          7.14.2 Administrative Agent is hereby authorized, on or after the due date, to charge such
Depository Account of Borrower with the amount of all payments due under this Agreement, the Note
or the other Loan Documents, with the Borrower’s obligation to make any required payment being
satisfied to the extent there are sufficient collected funds in the Depository Account in the
amount of such payment.




     7.15 Costs and Expenses. Borrower shall pay all costs and expenses (excluding
salaries or wages of full time employees of Administrative Agent) reasonably incurred by
Administrative Agent in connection with the implementation and syndication of the Loan and the
administration of the Loan, and reasonably incurred by the Administrative Agent or any of the
Lenders in connection with the enforcement of the Administrative Agent’s and Lenders’ rights under
the Loan Documents, including, without limitation, legal fees and disbursements, appraisal fees,
inspection fees, plan review fees, travel costs, fees and out-of-pocket costs of independent
engineers and other consultants. Borrower’s obligations to pay such costs and expenses shall
include, without limitation, all reasonable attorneys’ fees and other costs and expenses for
preparing and conducting litigation or dispute resolution arising from any breach by Borrower or
the Loan Parties of any covenant, warranty, representation or agreement under any one or more of
the Loan Documents.



     7.16 Appraisals.



          7.16.1 Appraisal. Administrative Agent shall have the right at its option (which it
shall exercise at the direction of the Required Lenders), from time to time, to order an appraisal
of one or more of the Borrowing Base Properties prepared at Administrative Agent’s direction by an
appraiser selected by Administrative Agent (the “Appraisal”), after notice to the Borrower. An
appraiser selected by 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 and regulations
under and pursuant to which Administrative Agent operates.




          7.16.2 Costs of Appraisal. Borrower shall pay for the costs of each Appraisal and
each updated Appraisal only (i) after the occurrence of an Event of Default, or (ii) in connection
with an annual Appraisal to be ordered by the Administrative Agent for each Borrowing Base
Property, or (iii) in connection with any request by the Borrower to extend the Initial Maturity
Date to the Extended Maturity Date, or (iv) if a material adverse change has occurred to any
Borrowing Base Property.




     7.17 Indemnification. Borrower shall at all times, both before and after repayment of
the Loan, at its sole cost and expense defend, indemnify, exonerate and save harmless
Administrative Agent and each of the Lenders and all those claiming by, through or under
Administrative Agent and each of the Lenders (“Indemnified Party”) against and from all




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damages, losses, liabilities, obligations, penalties, claims, litigation, demands, defenses, judgments,
suits, proceedings, costs, disbursements or expenses of any kind whatsoever, including, without
limitation, reasonable attorneys’ fees and experts’ fees and disbursements, which may at any time
(including, without limitation, before or after discharge or foreclosure of the Security Documents)
be imposed upon, incurred by or asserted or awarded against the Indemnified Party and arising from
or out of:




               (i) any damage to person or property arising out of any violation of any Legal Requirement, or



               (ii) any brokerage or finder’s fees in respect of the Loan arising from any act or course of
dealing by the Borrower or any Loan Party, or



               (iii) any claim brought by any third party related to the Collateral or the Loan or arising
out of the execution and delivery of the Loan Documents; or



               (iv) any act, omission, negligence or conduct at any Collateral Property, or arising or
claimed to have arisen, out of any act, omission, negligence or conduct of Borrower, any Borrower
Subsidiary, or any tenant, occupant or invitee thereof which is in any way related to any
Collateral Property.


Notwithstanding the foregoing, an Indemnified Party shall not be entitled to indemnification in
respect of claims arising from acts of its own gross negligence or willful misconduct to the extent
that such gross negligence or willful misconduct is determined by the final judgment of a court of
competent jurisdiction, not subject to further appeal, in proceedings to which such Indemnified
Party is a proper party.




     7.18 Leasing Matters.



          7.18.1 Administrative Agent’s Approval Required.




               (i) Except as provided for herein, 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.



               (ii) Administrative Agent’s prior written approval, which shall not be unreasonably withheld
or delayed, shall be required in each instance as to the entering into of any Major Lease.



               (iii) For any Major Lease requiring approval hereunder, the approval shall relate to: (i) the
economic and other terms of the Major Lease; (ii) each tenant under a proposed Major Lease; (iii)
each guarantor of a tenant’s obligations under a proposed Major Lease; (iv) any material
modification or amendment to the Major Lease, and (v) any optional termination, cancellation or
surrender of any Major Lease by the Loan Party thereto but not a termination resulting from a
default of the tenant thereunder.



          7.18.2 Borrower’s Requests. Subject to Section 7.18.5, any request by Borrower for an
approval from Administrative Agent with respect to leasing matters shall be sent to the




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Administrative Agent and shall be accompanied to the extent available, by the following: (i) the
proposed lease or amendment or modification thereof complete with all applicable schedules and
exhibits and a lease abstract; (ii) a complete copy of any proposed guaranty; (iii) comprehensive
financial information with respect to the proposed tenant and, if applicable, the proposed
guarantor (as to new leases or amendments or modifications to existing leases involving material
economic changes); and (iv) an executive summary of the terms and conditions of the proposed lease
and, if applicable, the proposed guaranty.




          7.18.3 Response. The Administrative Agent shall act on requests from Borrower for any
approval required under Section 7.18.2 in a commercially reasonable manner and shall
use commercially reasonable efforts to respond to any such request within ten (10) Business
Days for approvals required under Section 7.18.2, in each instance following Administrative Agent’s
receipt thereof with all required supporting information. Administrative Agent’s response may
consist of an approval or disapproval of the request, or a conditional approval thereof subject to
specified conditions, or a request for further data or information, or any combination thereof.




          7.18.4 Advance Information. In order to expedite the processing of requests for such
approvals, Borrower agrees to provide the Administrative Agent with as much advance information as
is possible in a commercially reasonable manner in advance of Borrower’s formal request for an
approval.




          7.18.5 Preliminary Submission.




               (i) At Borrower’s option, after the preparation or execution of a term sheet or letter of
intent with any proposed tenant under a Major Lease requiring approval herein, the Borrower may
deliver to the Administrative Agent a preliminary submission consisting of, to the extent
available, (x) an executive summary or abstract of the terms and conditions of the proposed lease
and, if applicable, the proposed guaranty and (y) comprehensive financial information with respect
to the proposed tenant and, if applicable, the proposed guarantor. Administrative Agent shall act
on requests from Borrower for any approval under this section in a commercially reasonable manner
and shall use commercially reasonable efforts to respond to any such request within ten (10)
Business Days following Administrative Agent’s receipt thereof. In the event that Administrative
Agent approves such summary material and financial information for any Major Lease, the material
shall be referred to herein as an “Approved Lease Term Sheet”.



               (ii) Administrative Agent shall not withhold its approval of (x) the economic terms of any
lease which are not materially less favorable than the economic terms established by an Approved
Lease Term Sheet, or (y) the identity of the tenant and each guarantor, and any terms or other
substantive provisions, reflected in an Approved Lease Term Sheet, unless there has been a material
adverse change in the financial condition of the tenant or any such guarantor since the approval of
such Approved Lease Term Sheet.



     7.19 Permanent Financings. The Borrower and/or the Borrower Subsidiaries shall not
incur any multi-property cross-collateralized financings in excess of $25,000,000.00 outstanding in
the aggregate without the prior approval of the Administrative Agent.



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     7.20 Leverage Ratio. The Leverage Ratio as determined as of each Calculation Date
shall be less than seventy percent (70%). 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. The Fixed Charge Ratio as determined as of each Calculation Date shall be 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. The Borrower’s Net Worth as determined as of each Calculation Date
shall be equal to or greater than the aggregate of (a) $536,025,018.00, plus (b) eighty-five
percent (85%) of the cumulative net cash proceeds received from and the value of assets acquired
(net of Debt incurred or assumed in connection therewith) through the issuance of Capital Stock by
CSC or the Borrower after December 31, 2003. For purposes of this section “net” means net of
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). 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 Each Borrowing Base Property shall at all times following completion thereof be a
retail center located in the United States owned by a Borrowing Base Property Owner.




          7.23.2 The ownership of each Borrowing Base Property shall at all times be consistent with the
Borrower’s business strategy, and following completion thereof each Borrowing Base Property shall
at all times be of an asset quality consistent with the quality of other completed Borrowing Base
Properties owned by the Borrowing Base Property Owners as of the date hereof.




     7.24 Variable Rate Debt. The aggregate Pro Rata amount of the Debt (including the
Loan) of the Consolidated CSC Entities and the Unconsolidated CSC Entities which is Variable Rate
Indebtedness shall not exceed thirty (30%) percent of the Total Asset Value.



     7.25 Replacement Documentation. Upon receipt of an affidavit of an officer of
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,
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 Other Covenants. The Borrower hereby represents and warrants to Administrative
Agent and the Lenders that no Collateral is in the possession of any third party bailee (such as at
a warehouse) other
than construction materials stored offsite pursuant to the customary bailee or custodial
procedures. In the event that the Borrower and/or any of the other




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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.




     7.27 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.



     7.28 Lenders’ Consultants.



          7.28.1 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 Administrative Agent and the Lenders in connection with the Loan (each of which shall be
a “Lenders’ Consultant”).




          7.28.2 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 connection with the development and construction
of the Borrowing Base Properties or in the event of the use of Net Proceeds for any Repair Work.




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




          7.28.4 Access. Borrower shall provide Lenders’ Consultants with reasonable access to
all Collateral Properties.




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




     7.29 USA PATRIOT Act Notice. 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



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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.




     8. NEGATIVE COVENANTS. Borrower covenants and agrees that from the date hereof and so
long as any indebtedness is outstanding hereunder, or any of the Loan or other obligations remains
outstanding, the Borrower shall not (and shall not suffer or permit the other Loan Parties, and/or
the Borrower Subsidiaries to):



     8.1 No Changes to 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): (i) change its jurisdiction of organization, (ii) change its organizational
structure or type, (iii) change its legal name, or (iv) change the organizational number (if any)
assigned by its jurisdiction of formation or its federal employment identification number (if any).
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.



     8.2 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 Liens created by the Loan Documents;




          8.2.2 Liens to secure Permitted Debt that by the terms of Section 8.4 is permitted to be
secured, 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 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 (x) 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, (y) no imminent risk of sale,
forfeiture or loss of any interest in any Borrowing Base




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Property or the Collateral or any part
thereof arises during the pendency of such contest and (z) such contest does not have and could not
reasonably be expected to have a Material Adverse Effect;




          8.2.4 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, (x) 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, (y) 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 (z) 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 Lenders, with respect to
the Obligations, including, without limitation, any future Loan Advances;




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




     8.3 Consolidations, Mergers, Sales of Assets, Issuance and Sale of Equity. (i)
Dissolve, terminate, liquidate, consolidate with or merge with or into any other Person, (ii)
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), (iii) permit
another Person to merge with or into it, (iv) acquire all or substantially all the capital stock,
membership or partnership interests or assets of any other Person, or (v) 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 pursuant to the Security Documents and other agreements in favor of
Administrative Agent for the ratable benefit of the Lenders;




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




          8.3.3 With the prior written consent of the Administrative Agent, 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 (w) no Event of Default is continuing before or after giving
effect thereto, (x) the Borrower will be in compliance with the Financial Covenants considering the
consequences of such event, (y) no such event shall cause a Change of Control, and (z) except as
otherwise approved by the Administrative Agent, each Borrowing Base Property Owner will continue to
be a Wholly-Owned Subsidiary of the Borrower, CSC or a JV Entity;




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




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




          8.3.6 Sales, transfers or assignments of other assets of the Borrower, any Loan Party or any
Borrower Subsidiary which are not within the Collateral, provided that the Borrower will be in
compliance with the Financial Covenants considering the consequences of the sale; provided further,
however, that the prior written approval of the Administrative Agent must be obtained (not to be
unreasonably withheld or delayed), in every instance, in the event that the aggregate amount of any
such sales, transfers, or assignments of said other assets exceeds ten percent (10%) of the Total
Asset Value, as verified by the Administrative Agent;




          8.3.7 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 Transactions, whether outright or as security, for which 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 In connection with a Permitted Investment;




          8.3.10 The issuance or sale of equity interests in the Borrower or CSC, so long as such sale
or issuance does not result in a Change of Control; or




          8.3.11 Mergers of and between Loan Parties, provided (i) the Borrower and CSC shall at all
times remain surviving entities, (ii) the Administrative Agent receives ten (10) Business Days
prior written notice of the proposed merger, and (iii) 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.




     8.4 Restrictions on Debt. (i) Create, incur or assume any Debt, or make any voluntary
prepayments of any Debt in respect of which it is an obligor, (ii) 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, (iii) increase the amount of any Debt existing as of the Closing Date;
except with respect to the following (singly and collectively, “Permitted Debt”):



          8.4.1 The Obligations;




          8.4.2 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;





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          8.4.3 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;




          8.4.4 Indebtedness 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; and




          8.4.5 Transactions, whether secured or unsecured, for which Administrative Agent’s prior
written consent has been obtained to the extent such approval is required under this Agreement; and




          8.4.6 Unsecured Debt not to exceed $10,000,000.00 in the aggregate outstanding at any time.




          8.4.7 Debt under capital leases of the type described in Section 8.2.5.




     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.



     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. After the Closing Date, 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. Except for Code Section 401(k) plans, 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 state or federal bankruptcy or insolvency 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.



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     8.12 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 those set forth
in Section 1.3.



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



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



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



               (ii) 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 $500,000,000.00;



               (iii) 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



               (iv) Permitted Investments.



     8.15 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.



     9. SPECIAL PROVISIONS.



     9.1 Legal Requirements. Borrower, any Borrower Subsidiary or any Loan Party may
contest in good faith any claim, demand, levy or assessment under any Legal Requirements by any
person or entity if: (i) the contest is based upon a material question of law or fact raised by
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 Legal Requirement 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 relating to such contests shall be satisfied; (viii) no imminent risk of
sale, forfeiture or loss of any interest in any Borrowing Base Property or the Collateral or



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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 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: (i) limit the right of 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 (ii) limit the liability of any attorney, law firm,
accountant or other professional who or which renders or provides any written opinion or
certificate to Administrative Agent or any of the Lenders in connection with the Loan even though
such person or entity may be a limited partner of 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 the Loan, 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 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 or liability under the Loan
Documents which specifically by its terms survives the payment in full of the Obligations. 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, subject to the execution of customary
documents with respect to any such assignment



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     10. EVENTS OF DEFAULT. The following provisions deal with Default, Events of Default,
notice, grace and cure periods, and certain rights of Administrative Agent 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 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 Note, Security Documents, and Other Loan Documents. Any other default in the
performance of any term or provision of the Note, or 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 Note, the Security Documents, or any other Loan Document,
regardless of whether any then undisbursed portion of the Loan is sufficient to cover any payment
of money required thereby, 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. The occurrence of any breach of any covenant
or Obligation imposed by, or of any default under, any agreement (including any Loan Document)
between the Administrative Agent and/or the Lenders and the Borrower, and/or the Loan Parties in
connection with the Loan, or any instrument given by the Borrower and such Persons to the
Administrative Agent and/or the Lenders, in connection with the Loan and the expiry, without cure,
of any applicable grace period in Section 10.2, elsewhere in this Agreement, or in the applicable
Loan Document (notwithstanding that the Administrative Agent and/or the Lenders may not have
exercised all or any of its/their rights on account of such breach or default).




          10.1.5 Representations and Warranties. If any representation or warranty made by the
Borrower or by any of the other Loan Parties or the Borrower Subsidiaries in the Loan Documents was
untrue or misleading in any material respect as of the date made or deemed




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made (updated as
provided for herein), including, without limitation, all representations and warranties made in
Article 6 herein, and shall have a Material Adverse Effect.




          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.




               A. Borrower 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 Borrower, or of the whole or any
substantial part of the property or assets of Borrower, 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
Borrower or of the whole or any substantial part of its property or assets and such custody or
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 Borrower or against any portion
of the Collateral which is not discharged or dissolved by a bond within sixty (60) days; or



               B. any such event set forth in subsection A above shall occur with respect to any Loan Party;



          10.1.9 Loan Documents. If any Loan Document for any reason other than the
satisfaction in full of all Obligations shall cease to be in full force and effect (other than in
accordance with its terms), thereby preventing the Administrative Agent and/or the Lenders from
obtaining the practical realization of the benefits thereof, or if any Loan Document shall be
declared null and void or any Loan Party shall claim or declare any such Loan Document to no longer
be in full force and effect or is null and void, or if the Liens and security interests purported
to be created by any of the Loan Documents shall cease to be valid, perfected, first priority
(except as otherwise expressly provided herein) security interests;




          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,




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discharged or stayed or bonded pending
appeal for any period of sixty (60) consecutive days, and the aggregate amount of all such
judgments exceeds $750,000.00;




          10.1.11 ERISA. (i) If any Plan shall fail to satisfy the minimum funding standard
required for any plan year or part thereof and a waiver of such standard or extension of any
amortization period is not granted under Section 412 of the Code, any Plan shall have had or
is likely to have a trustee appointed to administer such Plan, any Plan is, shall have been or
is likely to be terminated or to be the subject of a distress termination proceeding under ERISA,
any Plan shall have an Unfunded Current Liability, a contribution required to be made to a Plan has
not been timely made, 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 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 provide benefits to retired employees or
other former employees (other than as required by Section 601 of ERISA) or employee pension benefit
plans (as defined in Section 3(2) of ERISA) and any of the foregoing could have a Material Adverse
Effect; (ii) if there shall result from any such event or events 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 (iii) 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 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 Termination of Guaranty or Consent. Except as otherwise provided herein, the
termination or attempted termination of any Guaranty by any Guarantor of the Obligations.




          10.1.15 Cross-Default. The existence of a BOFA Event of Default.




          10.1.16 Generally. A default by Borrower in the performance of any term, provision or
condition of this Agreement to be performed by 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:



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          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 above) 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 (any of
which events shall also result in an immediate termination of the Lenders’ Commitments hereunder),
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 Administrative Agent.




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




          10.2.4 Nonmonetary Defaults Capable of Cure. Subject to Section 10.2.1, 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 notice from Administrative Agent
or, if such Default would reasonably require more than thirty (30) days to cure or remedy, such
longer period of time not to exceed a total of ninety (90) days from Administrative Agent’s notice
as may be reasonably required so long as Borrower shall commence reasonable actions to remedy or
cure the default within thirty (30) days following such notice and shall diligently prosecute such
curative action to completion within such ninety (90) day period. However, where there is an
emergency situation in which there is danger to person or property, it shall be an immediate Event
of Default if such curative action shall not be commenced as promptly as possible. As to breaches
of warranties and representations there shall be a thirty (30) day grace period following notice
from Administrative Agent.




          10.2.5 Borrowing Base Property Defaults. As to any non-monetary Defaults which are
reasonably 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 notice from the Administrative Agent for the Borrower to cure or remedy such
Default by paying the Release Price with respect thereto, if required.




     11. REMEDIES.



     11.1 Remedies. Upon the occurrence and during the continuance of an Event of Default,
whether or not the indebtedness evidenced by the Note and secured by the Security Documents shall
be due and payable or Administrative Agent shall have instituted any foreclosure or other action
for the enforcement of the Security Documents or the Note, Administrative Agent may, and shall upon
the direction of the Required Lenders, in addition to any other remedies which Administrative Agent
may have hereunder or under the other Loan



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Documents, or otherwise, and not in limitation thereof,
and in Administrative Agent’s and Required Lenders’ sole and absolute discretion:




          11.1.1 Accelerate Debt. Administrative Agent may, and with the direction of the
Required Lenders shall, declare the indebtedness evidenced by the Note and secured by the Security
Documents 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. Administrative Agent may require the Borrower
to deposit into accounts maintained with, and pledged to the Administrative Agent, cash proceeds in
an amount equal to the L/C Exposure, which deposits shall secure the L/C Exposure.




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




     11.2 Written Waivers. Except as otherwise provided in Section 13.4, if a Default or
an Event of Default is waived by the Required Lenders, in their sole discretion, pursuant to a
specific written instrument executed by an authorized officer of Administrative Agent, the Default
or Event of Default so waived shall be deemed to have never occurred.



     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, Borrower hereby irrevocably constitutes and appoints 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 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. Borrower hereby grants (and shall cause each other Loan Party
to grant in an applicable Security Document) 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 Obligations, upon and against all deposits, credits, collateral
and property,
now or hereafter in the possession, custody, safekeeping or control of



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Administrative Agent or
any of the Lenders or any entity under common control with the Administrative Agent and its
successors and assigns, or in transit to any of them.




     12.2 Set-Off. If any Event of Default occurs, any such deposits, balances or other
sums credited by or due from Administrative Agent, any affiliate of Administrative Agent or any of
the Lenders, or from any such affiliate any of the Lenders, to 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 Administrative Agent against any or all of
Borrower’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, Administrative 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 ADMINISTRATIVE 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 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 the Note due to such Lender, such amount shall be applied ratably to such other indebtedness and
to the Obligations evidenced by the Note 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 the Note 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 Note 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 the Note due to all of the
Lenders, such Lender will make such disposition and arrangements 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 Note 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.



     12.4 Additional Rights. The rights of Administrative Agent, the Lenders and each
affiliate of Administrative Agent and each of the Lenders under this Article 12 are in addition to,



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and not in limitation of, other rights and remedies, including other rights of set off, which
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 Lender hereby irrevocably designates
and appoints KeyBank, National Association, as Administrative Agent of such Lender to act as
specified herein and in the other Loan Documents, and each such Lender hereby irrevocably
authorizes the Administrative Agent to take such actions, exercise such powers and perform such
duties as are expressly delegated to or conferred upon the Administrative Agent by the terms of
this Loan Agreement and the other Loan Documents, together with such other powers as are reasonably
incidental thereto. The Administrative Agent agrees to act as such upon the express conditions
contained in this Article 13. The Administrative Agent shall not have any duties or
responsibilities except those expressly set forth herein or in the other Loan Documents, nor shall
it have any fiduciary relationship with any Lender, and no implied covenants, responsibilities,
duties, obligations or liabilities shall be read into this Loan Agreement or otherwise exist
against the Administrative Agent. Except as provided for in Section 13.3, the provisions of this
Article 13 are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower
shall not have any rights as a third party beneficiary of any of the provisions hereof; provided,
however, the Borrower may rely on any consent, waiver, approval, certificate or instrument
delivered by the Administrative Agent as evidencing that the Administrative Agent has received, to
the extent required hereunder, the prior approval of the Required Lenders or the Lenders.




          13.1.2 Administration of Loan by Administrative Agent. The Administrative Agent shall
be responsible for administering the Loan on a day-to-day basis. In the exercise of such
administrative duties, the Administrative Agent shall use the same diligence and standard of care
that is customarily used by the Administrative Agent with respect to similar loans held by the
Administrative Agent solely for its own account.




     Each Lender delegates to the Administrative Agent the full right and authority on its behalf
to take the following specific actions in connection with its administration of the Loan:



               (i) to fund the Loan in accordance with the provisions of the Loan Documents, but only to the
extent of immediately available funds provided to the Administrative Agent by the respective
Lenders for such purpose;



               (ii) to receive all payments of principal, interest, fees and other charges paid by, or on
behalf of, the Borrower and, except for fees to which the Administrative Agent is
entitled pursuant to the Loan Documents or otherwise, to distribute all such funds to the
respective Lenders as provided for hereunder;



               (iii) to keep and maintain complete and accurate files and records of all material matters
pertaining to the Loan, and make such files and records available for inspection and copying by
each Lender and its respective employees and agents during normal business hours upon reasonable
prior notice to the Administrative Agent;



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               (iv) to provide the Lenders with copies of all material and/or substantive notices, reports
and other information, and notice of all material and/or substantive matters or occurrences,
obtained by the Administrative Agent provided by or with respect to the Borrower or any other Loan
Party; and



               (v) to do or omit doing all such other actions as may be reasonably necessary or incident to
the implementation, administration and servicing of the Loan and the rights and duties delegated
hereinabove.



          13.1.3 Delegation of Duties. The Administrative Agent may execute any of its duties
under this Loan Agreement or any other Loan Document by or through its agents or attorneys-in-fact,
and shall be entitled to the advice of counsel concerning all matters pertaining to its rights and
duties hereunder or under the Loan Documents. The Administrative Agent shall not be responsible
for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable
care.




          13.1.4 Exculpatory Provisions. Neither the Administrative Agent nor any of its
officers, directors, employees, agents, attorneys-in-fact or affiliates shall be liable for any
action lawfully taken or omitted to be taken by it or them under or in connection with this Loan
Agreement or the other Loan Documents, except for its or their gross negligence or willful
misconduct. Neither the Administrative Agent nor any of its officers, directors, employees,
agents, attorneys-in-fact or affiliates shall be responsible for or have any duty to ascertain,
inquire into, or verify (i) any recital, statement, representation or warranty made by the Borrower
or any of its officers or agents contained in this Loan Agreement or the other Loan Documents or in
any certificate or other document delivered in connection therewith; (ii) the performance or
observance of any of the covenants or agreements contained in, or the conditions of, this Loan
Agreement or the other Loan Documents; (iii) the state or condition of any properties of the
Borrower or any other obligor hereunder constituting Collateral for the Obligations of the Borrower
hereunder, or any information contained in the books or records of the Borrower; (iv) the validity,
enforceability, collectibility, effectiveness or genuineness of this Loan Agreement or any other
Loan Document or any other certificate, document or instrument furnished in connection therewith;
or (v) the validity, priority or perfection of any lien securing or purporting to secure the
Obligations or the value or sufficiency of any of the Collateral.




          13.1.5 Reliance by Administrative Agent. The Administrative Agent shall be entitled
to rely, and shall be fully protected in relying, upon any notice, consent, certificate, affidavit,
or other document or writing believed by it to be genuine and correct and to have been signed, sent
or made by the proper person or persons, and upon the advice and statements of legal counsel
(including, without, limitation, counsel to the Borrower), independent accountants
and other experts selected by the Administrative Agent. The Administrative Agent shall be
fully justified in failing or refusing to take any action under this Loan Agreement or any other
Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as
it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against
any and all liability and expense which may be incurred by it by reason of the taking or failing to
take any such action. The Administrative Agent shall in all cases be fully protected in acting, or
in refraining from acting, under this Loan Agreement and the other Loan Documents in accordance
with any written request of the Required Lenders, or all of the Lenders, if required




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hereunder, and
each such request of the Required Lenders, or all of the Lenders, if required hereunder, and any
action taken or failure to act by the Administrative Agent pursuant thereto, shall be binding upon
all of the Lenders; provided, however, that the Administrative Agent shall not be
required in any event to act, or to refrain from acting, in any manner which is contrary to the
Loan Documents or to applicable law.




          13.1.6 Notice of Default. The Administrative Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or Event of Default unless the Administrative
Agent has actual knowledge of the same or has received notice from a Lender or the Borrower
referring to this Loan Agreement, describing such Default or Event of Default and stating that such
notice is a notice of default (a “Notice of Default”). In the event that the Administrative Agent
obtains such actual knowledge or receives such a notice, the Administrative Agent shall give prompt
notice thereof to each of the Lenders. The Administrative Agent shall take such action with
respect to such Default or Event of Default as shall be reasonably directed by the Required
Lenders, or all of the Lenders, if required hereunder. Unless and until the Administrative Agent
shall have received such direction, the Administrative Agent may (but shall not be obligated to)
take such action, or refrain from taking such action, with respect to any such Default or Event of
Default as it shall deem advisable in the best interest of the Lenders.




          13.1.7 Lenders’ Credit Decisions. Each Lender acknowledges that it has, independently
and without reliance upon the Administrative Agent or any other Lender, and based on the financial
statements prepared by the Borrower and such other documents and information as it has deemed
appropriate, made its own credit analysis and investigation into the business, assets, operations,
property, and financial and other condition of the Borrower and has made its own decision to enter
into this Loan Agreement and the other Loan Documents. Each Lender also acknowledges that it will,
independently and without reliance upon the Administrative Agent 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 determining whether or not conditions precedent to Closing any Loan hereunder
have been satisfied and in taking or not taking any action under this Loan Agreement and the other
Loan Documents.




          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 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




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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. With respect to its
Commitment as a Lender, and the Loans made by it and the Note issued to it, the Administrative
Agent shall have the same rights and powers hereunder and under any other Loan Document as any
Lender and may exercise the same as though it were not the Administrative Agent, and the term
“Lender” or “Lenders” shall, unless the context otherwise indicates, include the Administrative
Agent in its individual capacity. The Administrative Agent and its subsidiaries and affiliates may
accept deposits from, lend money to, and generally engage in any kind of commercial or investment
banking, trust, advisory or other business with the Borrower or any subsidiary or affiliate of the
Borrower as if it were not the Administrative Agent hereunder.




          13.1.10 Successor Administrative Agent. The Administrative Agent may resign at any
time by giving thirty (30) days’ prior written notice to the Lenders and Borrower. The Required
Lenders, for good cause, may remove Administrative Agent at any time by giving thirty (30) days’
prior written notice to the Administrative Agent, the Borrower and the other Lenders. Upon any
such resignation or removal, the Required Lenders shall appoint a successor Administrative Agent,
which successor Administrative Agent shall, if such appointment is prior to the occurrence of an
Event of Default which is continuing, be subject to the approval of the Borrower, which approval
shall not be unreasonably withheld or delayed. If no successor Administrative Agent shall have
been so appointed by the Required Lenders and accepted such appointment within thirty (30) days
after the retiring Administrative Agent’s giving notice of resignation or the Required Lenders’
giving notice of removal, as the case may be, then the retiring Administrative Agent may appoint,
on behalf of the Borrower and the Lenders, a successor Administrative Agent. If in such instance
the retiring Administrative Agent appoints as the successor Administrative Agent a Lender, such
Lender shall accept such appointment. Each such successor Administrative Agent shall be a Lender or
a financial institution which meets the requirements of an Eligible Assignee. Upon the acceptance
of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such
successor Administrative Agent shall thereupon succeed to and become vested with all the rights,
powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative
Agent shall be discharged from its duties and obligations hereunder and under the other Loan
Documents. After any retiring Administrative Agent’s resignation hereunder, the provisions of this
Article 13 shall continue in effect for its benefit in respect of any actions taken or omitted to
be taken by it while it was acting as the Administrative Agent hereunder.




          13.1.11 Duties in the Case of Enforcement. In case one or more Events of Default have
occurred and shall be continuing, and whether or not acceleration of the Obligations shall have
occurred, the Administrative Agent may, and shall at the direction of the Required Lenders, or all
of the Lenders, if required hereunder, and provided that the Lenders have given to the
Administrative Agent such additional indemnities and assurances against expenses and liabilities as
the Administrative Agent may reasonably request, proceed to enforce the provisions of this Loan
Agreement and the other Loan Documents respecting the foreclosure, the sale, or other disposition
of all or any part of the Collateral and the exercise of any other legal or equitable rights or
remedies as it may have hereunder or under any other Loan Document or




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otherwise by virtue of
applicable law, or to refrain from so acting if similarly requested by the Required Lenders. The
Administrative Agent shall be fully protected in so acting or refraining from acting upon the
instruction of the Required Lenders, or all of the Lenders, if required hereunder, and such
instruction shall be binding upon all the Lenders. The Required Lenders may direct the
Administrative Agent in writing as to the method and the extent of any such foreclosure, sale or
other disposition or the exercise of any other right or remedy, the Lenders hereby agreeing to
indemnify and hold the Administrative Agent harmless from all costs and liabilities incurred in
respect of all actions taken or omitted in accordance with such direction, provided that
the Administrative Agent need not comply with any such direction to the extent that the
Administrative Agent reasonably believes the Administrative Agent’s compliance with such direction
to be unlawful or commercially unreasonable in any applicable jurisdiction. The Administrative
Agent may, in its discretion but without obligation, in the absence of direction from the Required
Lenders, take such interim actions as it believes necessary to preserve the rights of the Lenders
hereunder and in and to any Collateral securing the Obligations, including but not limited to
petitioning a court for injunctive relief, appointment of a receiver or preservation of the
proceeds of any Collateral. Each of the Lenders acknowledges and agrees that no individual Lender
may separately enforce or exercise any of the provisions of any of the Loan Documents, including
without limitation the Note, other than through the Administrative Agent.




     13.2 Respecting Loans and Payments.



          13.2.1 Procedures for Loans. Administrative Agent shall give written notice to each
Lender of each request for a Loan Advance, or conversion of an existing Loan Advance from a
Variable Rate Advance to an Effective LIBO Rate Advance, by facsimile transmission, hand delivery
or overnight courier, not later than 11:00 a.m. (Eastern time) (i) three (3) Business Days prior to
the making of any Loan Advance, (ii) two (2) Business Days prior to any conversion of an existing
Loan Advance to an Effective LIBO Rate Advance, or (iii) on the first day of any conversion to a
Variable Rate Advance. Each such notice shall be accompanied by a written summary of the request
for a Loan Advance and shall specify (a) the date of the requested Loan Advance, (b) the aggregate
amount of the requested Loan Advance, (c) each Lender’s pro rata share of the
requested Loan Advance, and (d) the applicable interest rate selected by Borrower with respect to
such Loan Advance, or any portion thereof, together with the applicable Interest Period, if any,
selected, or deemed selected, by Borrower. Each Lender shall, before 11:00 a.m. (Eastern time) on
the date set forth in any such request for a Loan Advance, make available to Administrative Agent,
at an account to be designated by Administrative Agent at KeyBank, National Association, Boston,
Massachusetts, in same day funds, each Lender’s ratable portion of the requested Loan Advance
provided that no Lender
shall be required to fund any Loan Advance to the extent that such Lender’s aggregate
outstanding Loan Advances would exceed its Commitment. After Administrative Agent’s receipt of
such funds and upon Administrative Agent’s determination that the applicable conditions to making
the requested Loan Advance have been fulfilled, Administrative Agent shall make such funds
available to Borrower as provided for in this Loan Agreement. Within a reasonable period of time
following the making of each Loan Advance, but in no event later than ten (10) Business Days
following such Loan Advance, Administrative Agent shall deliver to each Lender a copy of Borrower’s
request for Loan Advance. Promptly after receipt by Administrative Agent of written request from
any Lender, Administrative Agent shall deliver to




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the requesting Lender the accompanying
certifications and such other instruments, documents, certifications and approvals delivered by or
on behalf of Borrower to Administrative Agent in support of the requested Loan Advance.




          13.2.2 Nature of Obligations of Lenders. The obligations of the Lenders hereunder are
several and not joint. Failure of any Lender to fulfill its obligations hereunder shall not result
in any other Lender becoming obligated to advance more than its Commitment Percentage of the Loan,
nor shall such failure release or diminish the obligations of any other Lender to fund its
Commitment Percentage provided herein.




          13.2.3 Payments to Administrative Agent. All payments of principal of and interest on
the Loan or the Note shall be made to the Administrative Agent by the Borrower or any other obligor
or guarantor for the account of the Lenders in immediately available funds as provided in the Note
and this Loan Agreement. Except as otherwise expressly provided herein, the Administrative Agent
agrees promptly to distribute to each Lender, on the same Business Day upon which each such payment
is made, such Lender’s proportionate share of each such payment in immediately available funds
excluding Liquidation Proceeds which shall be distributed in accordance with Section 13.2.4 below.
The Administrative Agent will disburse such payments to the Lenders on the date of receipt thereof
if received prior to 1:00 p.m. on such date and, if not, on the next Business Day. The
Administrative Agent shall upon each distribution promptly notify Borrower of such distribution and
each Lender of the amounts distributed to it applicable to principal of, and interest on, the
proportionate share held by the applicable Lender. Each payment to the Administrative Agent under
the first sentence of this Section shall constitute a payment by the Borrower to each Lender in the
amount of such Lender’s proportionate share of such payment, and any such payment to the
Administrative Agent shall not be considered outstanding for any purpose after the date of such
payment by the Borrower to the Administrative Agent without regard to whether or when the
Administrative Agent makes distribution thereof as provided above. If any payment received by the
Administrative Agent from the Borrower is insufficient to pay both all accrued interest and all
principal then due and owing, the Administrative Agent shall first apply such payment to all
outstanding interest until paid in full and shall then apply the remainder of such payment to all
principal then due and owing, and shall distribute the payment to each Lender accordingly.




          13.2.4  Distribution of Liquidation Proceeds. Subject to the terms and conditions
hereof, 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 (or pro rata if the Lenders have not ratably
funded such amounts) 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.






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	 	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.
	 
	 

	 	Fourth:
	 	To all applicable Lenders in accordance with their proportional share based upon
their respective Commitment Percentages (or pro rata if the Lenders have not ratably
funded such amounts) until all Lenders have been paid in full all other amounts due to
such Lenders under the Loan including, without limitation, 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.
	 
	 

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






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




          13.2.6 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 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.




          13.2.7 Distribution by Administrative Agent. If in the opinion of the Administrative
Agent distribution of any amount received by it in such capacity hereunder or under the Note 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 from the Lenders, 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.




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          13.2.8 Delinquent Lender. If for any reason any Lender shall fail or refuse to abide
by its obligations under this Loan Agreement, including without limitation its obligation to make
available to Administrative Agent its pro rata share of any Loans, expenses or
setoff (a “Delinquent Lender”) and such failure is not cured within five (5) days of receipt from
the Administrative Agent of written notice thereof, then, in addition to the rights and remedies
that may be available to Administrative Agent, other Lenders, the Borrower or any other party at
law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s right to participate
in the administration of, or decision-making rights related to, the Loans, this Loan Agreement or
the other Loan Documents shall be suspended during the pendency of such failure or refusal, with
such Delinquent Lender’s Commitment not being included when calculating any Required Lender or
Unanimous Lender decision hereunder, and (ii) a Delinquent Lender shall be deemed to have assigned
any and all payments due to it from the Borrower, whether on account of outstanding Loans,
interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and
reduction of, their proportionate shares of all outstanding Loans until, as a result of application
of such assigned payments the Lenders’ respective pro
rata shares of all
outstanding Loans shall have returned to those in effect immediately prior to such delinquency and
without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s
decision-making and participation rights and rights to payments as set forth in clauses (i) and
(ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its
pro rata share of any Loans or expenses as to which it is delinquent, together with
interest thereon at the Default Rate from the date when originally due until the date upon which
any such amounts are actually paid.




     The non-delinquent Lenders shall also have the right, but not the obligation, in their
respective, sole and absolute discretion, to acquire for no cash consideration,
(pro rata, based on the respective Commitments of those Lenders electing to
exercise such right) the Delinquent Lender’s Commitment to fund future Loans (the “Future
Commitment”). Upon any such purchase of the pro rata share of any Delinquent
Lender’s Future Commitment, the Delinquent Lender’s share in future Loans and its rights under the
Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent
Lender shall promptly execute all documents reasonably requested to surrender and transfer such
interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall
indemnify Administrative Agent and each non-delinquent Lender from and against any and all loss,
damage or expenses, including but not limited to reasonable attorneys’ fees and funds advanced by
Administrative Agent or by any non-delinquent Lender, on account of a Delinquent Lender’s
failure to timely fund its pro rata share of a Loan or to otherwise perform its
obligations under the Loan Documents.



          13.2.9 Holders. The Administrative Agent may deem and treat the Lender designated in
the Register as the proportionate owner of such interest in the Note 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 Note shall be conclusive and binding on any
subsequent holder, transferee or endorsee, as the case may be, of such interest in the Note or of
any Note or Note issued in exchange therefor.





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     13.3 Assignment by Lenders.



          13.3.1 Assignment. 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 Section 13.3.1, participations in L/C
Obligations) at the time owing to it); provided that any such assignment shall be subject to the
following conditions:




                   (i) Minimum Amounts.




     (A) 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 or an Affiliate of a Lender or an
Approved Fund with respect to a Lender, no minimum amount needs to be
assigned; and




     (B) in any case not described in Section 13.3.1(i)(A) above, 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
Acceptance with respect to such assignment is delivered to the
Administrative Agent or, if “Trade Date” is specified in the Assignment and
Acceptance, 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 assignee (or to an
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;



                    (ii) 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;



                    (iii) Required Consents. No consent shall be required for any assignment except to
the extent required by Section 13.3.1(i)(B) and, in addition:




     (A) 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, an Affiliate of a Lender or an Approved Fund;




     (B) the consent of the Administrative Agent (such consent not to be
unreasonably withheld or delayed) shall be required if such



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     assignment is to
a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund;
and




     (C) 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).



                    (iv) Assignment and Acceptance. The parties to each assignment shall execute and
deliver to the Administrative Agent for recording in the Register an Assignment and Acceptance,
substantially in the form of Exhibit H hereto (the “Assignment and Acceptance”), together
with a processing and recordation fee in the amount of $3,000.00; provided, 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.



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



                    (vi) No Assignment to Natural Person. No such assignment shall be made to a natural
person.



     Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section
13.3.2, from and after the effective date specified in each Assignment and Acceptance, the assignee
thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such
Assignment and Acceptance, 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 Acceptance, be released from its obligations under this Agreement (and, in the case of an
Assignment and Acceptance 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 2.3.11, 2.6, 7.15 and 7.17 with respect to facts and circumstances occurring
prior to the effective date of such assignment. Promptly following
delivery of notice of such assignment and written request, the Borrower (at its expense)
shall, in exchange for each surrendered Note, execute and deliver a Note to the assignee Lender.
Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an
aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall
be dated the effective date of such Assignment and Acceptance and shall otherwise be substantially
in the form of the assigned Notes. The surrendered Notes shall be cancelled and returned to the
Borrower. 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 Section 13.3.3.



          13.3.2 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
Acceptance 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




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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.




          13.3.3 Participations. Any Lender may at any time, without the consent of the
Borrower or the Administrative Agent, but upon notice to the Borrower and the Administrative Agent,
sell participations to any Person (other than a natural person or the Borrower or any of the
Borrower’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 Section 13.4.1(i) through (viii) that
affects such Participant. Subject to Section 13.3.4 below, the Borrower agrees that each
Participant shall be entitled to the benefits of Sections 2.3.11 and 2.6 to the same extent as if
it were a Lender and had acquired its interest by assignment pursuant to Section 13.3.1 above. 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.



          13.3.4 Limitations upon Participant Rights. A Participant shall not be entitled to
receive any greater payment under Section 2.3.11 or 2.6 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
2.3.11 unless the Borrower is notified of the participation sold to such Participant and such
Participant agrees, for the benefit of the Borrower, to comply with Section 2.3.11 as though it
were a Lender.




          13.3.5 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



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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.




          13.3.6 Electronic Execution of Assignments. The words “execution,” “signed,”
“signature,” and words of like import in any Assignment and Acceptance shall be deemed to include
electronic signatures or the keeping of records in electronic form, each of which shall be of the
same legal effect, validity or enforceability as a manually executed signature or the use of a
paper-based recordkeeping system, as the case may be, to the extent and as provided for in any
applicable law, including the Federal Electronic Signatures in Global and National Commerce Act,
or any other similar state laws based on the Uniform Electronic Transactions Act.




     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.




     Notwithstanding the foregoing, the unanimous written approval of all the Lenders (other than a
Delinquent Lender) shall be required with respect to any proposed amendment, waiver, discharge,
termination, or consent which:



               (i) has the effect of (a) extending the final scheduled maturity or the date of any
amortization payment of any Loan or Note, (b) reducing the rate or extending the time of payment of
interest or fees thereon, (c) increasing or reducing the principal amount thereof, or (d) otherwise
postponing or forgiving any indebtedness thereunder,



               (ii) releases or discharges any material portion of the Collateral other than in accordance
with the express provisions of the Loan Documents,



               (iii) amends, modifies or waives any provisions of this Section 13.4,



               (iv) amends any of the Financial Covenants,



               (v) amends the definition of Eligibility Criteria,



               (vi) amends any payment distribution provisions hereunder;



               (vii) modifies the percentage specified in the definition of Required Lenders,



               (viii) except as otherwise provided in this Loan Agreement, changes the amount of any Lender’s
Commitment or Commitment Percentage, or




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               (ix) releases or waives any guaranty of the Obligations or indemnifications provided in the
Loan Documents;


and provided, further, that without the consent of the Administrative Agent, no such action
shall amend, modify or waive any provision of this Article or any other provision of any Loan
Document which relates to the rights or obligations of the Administrative Agent.




          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 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.




     13.5 Arranger. Notwithstanding the provisions of this Agreement or of the other Loan
Documents, the Arranger, in its capacity as such, shall have no powers, rights, duties,
responsibilities or liabilities with respect to this Agreement and the other Loan Documents. To
the extent requested by the Administrative Agent, the Arranger has coordinated, or will coordinate,
the initial syndication of the Loan and the assignment of interests in the Loan.



     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, Borrower shall give immediate written notice thereof
to Administrative Agent and proceed with reasonable diligence, in full compliance with all Legal Requirements and the other
requirements of the Loan Documents, to repair, restore,



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rebuild or replace the affected Collateral
Property to the 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 Borrower, at Borrower’s sole cost and expense, but subject to
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
($500,000.00) and (ii) if any Event of Default exists under any of the Loan Documents,
Administrative Agent shall have the right to adjust, settle, and compromise such claims without the
approval of Borrower.



     14.3 Payment and Application of Insurance Proceeds and Condemnation Awards.



          14.3.1 Except as otherwise provided for herein, all Net Proceeds shall be paid to
Administrative Agent and, at Administrative Agent’s option, be applied to Borrower’s Obligations or
released, in whole or in part, to pay for the actual cost of repair, restoration, rebuilding or
replacement to the 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 Notwithstanding the terms and provisions hereof, with respect to any Borrowing Base
Property, if the Net Proceeds do not exceed Five Hundred Thousand Dollars ($500,000.00) and the
Insurance/Taking Release Conditions have been satisfied in a manner reasonably acceptable to the
Administrative Agent, 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 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
($500,000.00) or (ii) the Net Proceeds do not exceed Five Hundred Thousand Dollars ($500,000.00),
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:





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



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               (ii) in Administrative Agent’s good faith judgment such Net Proceeds together with any
additional funds as may be deposited with and pledged to Administrative Agent, on behalf of the
Lenders, are sufficient to pay for the Cost To Repair. In order to make this determination,
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;




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




               (iv) Administrative Agent in the exercise of its reasonable discretion, shall have determined
that all rent payments from Leases of the subject Collateral Property which have commenced at the
time of the casualty 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;




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




               (vi) the Borrowing Base Property continues to satisfy the Borrowing Base Property
Requirements.



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



          14.4.1 Prior written approval by Administrative Agent, which approval shall not be
unreasonably withheld or delayed of plans, specifications, cost estimates, contracts and bonds for
the Repair Work to the extent such materials were not previously approved by the Administrative
Agent in connection with the admission of the Borrowing Base Property;




          14.4.2 Such evidence of costs, payments and completion as Administrative Agent may reasonably
require;




          14.4.3 For Repair Work related to the completed and operating component of an OD Property, the
funds shall be released upon final completion of the Repair Work, unless 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 Administrative Agent of satisfactory evidence of payment and release of all liens,
the balance of the funds shall be released;




          14.4.4 Determination by Administrative Agent that the undisbursed balance of such Net Proceeds
on deposit with Administrative Agent, together with additional funds




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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;




          14.4.5 All work to comply with the Legal Requirements applicable to the construction of the
Improvements; and




          14.4.6 The absence of any Default under any Loan Documents.




     14.5 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 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 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 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 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. Any notice or other communication in connection with this Loan
Agreement, the Note, the Security Documents, or any of the other Loan Documents, 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 is
designated below addressed:


If to Borrower:



Cedar Shopping Centers Partnership, L.P.

44 South Bayles Avenue

Port Washington, New York 11050

Attention: Leo S. Ullman

FAX Number: (516) 767-6497





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and



Attention: Lawrence E. Kreider, Jr.

FAX Number: (516) 767-4562



with copies by regular mail or such hand delivery or facsimile transmission to:



Cedar Shopping Centers Partnership, L.P.

44 South Bayles Avenue

Port Washington, New York 11050

Attention: Stuart H. Widowski, Esquire

FAX Number: (516) 767-6497



and to:



Stroock & Stroock & Lavan LLP

180 Maiden Lane

New York, NY 10038-4982

Attention: Karen Scanna, Esquire

Fax Number: (212) 806-6006



If to Administrative Agent or as Lender:



KeyBank, National Association

225 Franklin Street, 18th Floor

MA-01-22-0018

Boston, Massachusetts 02110

Attention: Jeffry M. Morrison

FAX Number: (617) 385-6293



with copies by regular mail or such hand delivery or facsimile transmission to:



Riemer & Braunstein LLP

Three Center Plaza

Boston, Massachusetts 02108

Attention: Kevin J. Lyons, Esquire

FAX Number: (617) 880-3456



If to Lenders:



Manufacturers and Traders Trust Company

213 Market Street

Harrisburg, Pennsylvania 17101

Attention: Peter J. Ostrowski, Vice President

FAX Number: 717-255-2390



TD Bank, N.A.

15 Park Street




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Framingham, Massachusetts 01702

Attention: David Yesue, Assistant Vice President

FAX Number: (508) 879-8237



Regions Bank

1900 5th Ave. N., 15th Floor

Birmingham, AL 35203

Attention: Lori Chambers, Vice President

FAX Number: (205) 326-4075



Citizens Bank of Pennsylvania

1215 Superior Ave., 6th Floor

Cleveland, Ohio 44114

Attention: Kellie Anderson, Senior Vice President

FAX Number: (216) 277-4607



TriState Capital Bank

789 E. Lancaster Ave., Suite 240

Villanova, PA 19085

Attention: Joseph Rago

FAX Number: (610) 581-7110



Ramond James Bank, FSB

710 Carillon Parkway

St. Petersburg, FL 33716

Attention: Steven F. Paley, Senior Vice President

FAX Number: (727) 567-8830




     and to such addresses as set forth in the Assignment and Acceptance.



     Any such addressee may change its address for such notices to such 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 for the purposes of all
Loan Documents 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 at the specified
address by such courier or overnight delivery service, when so delivered or tendered for
delivery during customary business hours on a Business Day, or (iii) if so mailed, on the date of
actual receipt 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.



     15.2 Limitations on Assignment. Borrower may not assign this Agreement or the monies
due thereunder without the prior written consent of the Lenders in each instance, but in



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such event Lenders may nevertheless at their option make the Loan under this Agreement to Borrower or to those
who succeed to the title of Borrower and all sums so advanced by Lenders shall be deemed a Loan
Advance under this Agreement and not to be modifications thereof and shall be secured by all of the
Collateral given at any time in connection herewith.




     15.3 Further Assurances. Borrower shall upon request from Administrative Agent from
time to time execute, seal, acknowledge and deliver such further instruments or documents which
Administrative Agent may reasonably require to better perfect and confirm its rights and remedies
hereunder, under the Note, under the Security Documents and under each of the other Loan Documents.



     15.4 Payments.




               (i) All payments shall be applied first to the payment of all fees, expenses and other amounts
due to the Administrative Agent (excluding principal and interest), then to all expenses, costs,
indemnity claims due to the Lenders (excluding principal and interest), then to accrued interest,
and the balance on account of outstanding principal; provided, however, that after an Event of
Default, payments will be applied to the obligations of Borrower to Administrative Agent and the
Lenders as set forth herein.




               (ii) Any payments required by this Agreement, the Note or any of the other Loan Documents, or
any other instruments or agreements executed in connection herewith or therewith, may (but not
before the due date thereof) be deducted by each Lender from the amount, if any, not already
advanced, and the same shall be deemed to be a Loan Advance, or may be deducted from any Loan
Advance due hereunder. Any attorneys’ fees, appraisal charge, inspection fee, or any other expense
payable by Borrower as herein provided for, or incurred in connection with the drafting of the Loan
Documents and other instruments evidencing or securing the Obligations and all other Loan Documents
may be likewise deducted from the amounts, if any, not already advanced or from any Loan Advance
payable to Borrower and, in any event, charged as a Loan Advance hereunder.



     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 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 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 Borrower by virtue of any provision
hereof.



     15.6 Governing Law; Consent to Jurisdiction; Mutual Waiver of Jury Trial.



          15.6.1 Substantial Relationship. It is understood and agreed that all of the 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.




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          15.6.2 Place of Delivery. Borrower agrees to furnish to Administrative Agent at the
Administrative Agent’s office in Boston, Massachusetts all further instruments, certifications and
documents to be furnished hereunder.




          15.6.3 Governing Law. This Agreement, except as otherwise provided in Section 15.6.4,
and each of the other Loan Documents shall in all respects be governed, construed, applied and
enforced in accordance with the internal laws of the State of New York without regard to principles
of conflicts of law, except insofar as the formation of Borrower under Delaware law requires
Delaware law to apply with respect to matters of authorization to enter into the transactions
contemplated by this Agreement.




          15.6.4 Exceptions. Notwithstanding the foregoing choice of law:





               (i) 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;




               (ii) Administrative Agent shall comply with applicable law of such 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 situated in such State; and




               (iii) provisions of Federal law and the law of such State shall apply in defining the terms
Hazardous Materials, Environmental Legal Requirements and Legal Requirements applicable to each
Collateral Property as such terms are used in this Loan Agreement, the Environmental Indemnity and
the other Loan Documents.


Nothing contained herein or any other provisions of the Loan Documents shall be construed to
provide that the substantive laws of any other State shall apply to any parties, rights and
obligations under any of the Loan Documents, which, except as expressly provided in clauses (i),
(ii) and (iii) of this Section 15.6.4, are and shall continue to be governed by the substantive law
of the State of New York, except as set forth in clauses (i) , (ii) and (iii) of this Section
15.6.4. In addition, the fact that portions of the Loan Documents may include provisions drafted
to conform to the law of any other State is not intended, nor shall it be deemed, in any way, to
derogate the parties’ choice of law as set forth or referred to in this Loan Agreement or in the
other Loan Documents. The parties further agree that the Administrative Agent may enforce its
rights under the Loan Documents including, but not limited to, its rights to sue the Borrower or to
collect any outstanding indebtedness in accordance with applicable law.




          15.6.5 Consent to Jurisdiction. Borrower hereby consents to personal jurisdiction in
any State of New York court located in the First Department of the New York State Unified Court
System or Federal court located within the Southern District of the State of New York.




          15.6.6 JURY TRIAL WAIVER. BORROWER, ADMINISTRATIVE 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 LOAN AGREEMENT, ARISING OUT OF, UNDER




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OR IN CONNECTION WITH THIS LOAN AGREEMENT 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, INCLUDING, WITHOUT LIMITATION, ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS OR
ACTIONS OF ADMINISTRATIVE AGENT OR ANY LENDER RELATING TO THE ADMINISTRATION OF THE LOAN OR
ENFORCEMENT OF THE LOAN DOCUMENTS, AND AGREE THAT NEITHER PARTY 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, BORROWER 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. BORROWER CERTIFIES THAT NO REPRESENTATIVE, ADMINISTRATIVE AGENT OR
ATTORNEY OF ADMINISTRATIVE AGENT OR ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
ADMINISTRATIVE AGENT OR ANY LENDER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER. THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR BORROWER, ADMINISTRATIVE
AGENT, AND EACH OF THE LENDERS TO ENTER INTO THE TRANSACTIONS CONTEMPLATED HEREBY.




     15.7 Survival. All representations, warranties, covenants and agreements of Borrower,
or a Loan Party, herein or in any other Loan Document, or in any notice, certificate, or other
paper delivered by or on behalf of Borrower or a Loan Party pursuant hereto are significant and
shall be deemed to have been relied upon by Administrative Agent and each of the Lenders
notwithstanding any investigation made by Administrative Agent or any of the Lenders or on its
behalf and shall survive the delivery of the Loan Documents and the making of the Loan pursuant
thereto. No review or approval by Administrative Agent or the Lenders or any of their
representatives, of any opinion letters, certificates by professionals or other item of any nature
shall relieve Borrower or anyone else of any of the obligations, warranties or representations made
by or on behalf of Borrower or a Loan Party, or any one or more of them, under any one or more of
the Loan Documents.



     15.8 Cumulative Rights. All of the rights of 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 Claims Against Administrative Agent or Lenders.



          15.9.1 Borrower Must Notify. The Administrative Agent and each of the Lenders shall
not be in default under this Agreement, or under any other Loan Document, unless a written notice
specifically setting forth the claim of Borrower shall have been given to Administrative Agent and
each of the Lenders within thirty (30) days after Borrower first had actual knowledge or actual
notice of the occurrence of the event which Borrower alleges gave rise to such claim and
Administrative Agent or any of the Lenders does not remedy or cure the




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default, if any there be, with reasonable promptness thereafter. Such actual knowledge or actual notice shall refer to what
was actually known by, or expressed in a written notification furnished to, any of the persons or
officials referred to in Exhibit D as Authorized Representatives.




          15.9.2 Remedies. If it is determined by the final order of a court of competent
jurisdiction, which is not subject to further appeal, that Administrative Agent or any of the
Lenders has breached any of its obligations under the Loan Documents and has not remedied or cured
the same with reasonable promptness following notice thereof, Administrative Agent’s and each of
the Lenders’ responsibilities shall be limited to: (i) where the breach consists of the failure to
grant consent or give approval in violation of the terms and requirements of a Loan Document, the
obligation to grant such consent or give such approval and to pay Borrower’s reasonable costs and
expenses including, without limitation, reasonable attorneys’ fees and disbursements in connection
with such court proceedings; and (ii) in the case of any such failure to grant such consent or give
such approval, or in the case of any other such default by Administrative Agent or any of the
Lenders, where it is also so determined that Administrative Agent or any of the Lenders acted in
gross negligence or bad faith, the payment of any actual, direct, compensatory damages sustained by
Borrower as a result thereof plus Borrower’s reasonable costs and expenses, including, without
limitation, reasonable attorneys’ fees and disbursements in connection with such court proceedings.
Without limiting the foregoing, neither the Administrative Agent nor any Lender or any of their
related Indemnified Parties shall be liable to the Borrower or any of the Loan Parties or their
respective employees, officers, directors, agents, advisors or attorneys other than for their own
gross negligence, willful misconduct or bad faith, except as otherwise provided in clause (i)
above.




          15.9.3 Limitations. In no event, however, shall Administrative Agent and each of the
Lenders be liable to Borrower or to any Loan Party or anyone else for other damages such as, but
not limited to, indirect, speculative or punitive damages whatever the nature of the breach by
Administrative Agent or any of the Lenders of its obligations under this Loan Agreement or under
any of the other Loan Documents. In no event shall Administrative Agent or any of the Lenders be
liable to Borrower or to any Loan Party or anyone else unless a written notice specifically setting
forth the claim of Borrower shall have been given to Administrative Agent and each of the Lenders
within the time period specified above.




     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 sole and absolute
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 Guarantor and the other
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 Administrative
Agent or any of the Lenders whether in connection with the Loan or any unrelated transaction.



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     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.



     15.13 Counterparts. This Loan Agreement and each other Loan Document 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 loan agreement is sought.



     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 dated February 26, 2008, as amended.
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 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 Administrative Agent to issue any Statement on one or more occasions shall
not affect 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 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 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 Keybanc Capital Markets LLC (the “Arranger”) and the



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Lenders, 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, the Lenders 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, each Lender and/or
the Arranger with respect to any breach or alleged breach of agency or fiduciary duty.




[The balance of this page is intentionally left blank]




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     IN WITNESS WHEREOF this Agreement has been duly executed and delivered as a sealed instrument
as of the date first written above.



	 	 	 	 	 	 	 
	BORROWER:	 	CEDAR SHOPPING CENTERS	 	 
	 	 	PARTNERSHIP, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Cedar Shopping Centers, Inc.,
general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	      /s/ Brenda J. Walker
 

	 	 
	 

	 	 	 	Name: Brenda J. Walker	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	ADMINISTRATIVE AGENT:	 	KEYBANK, NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Jeffrey M. Morrison
 

	 	 
	 

	 	 	 	Name: Jeffry M. Morrison	 	 
	 

	 	 	 	Title: Senior Banker	 	 






S-1









 






	 	 	 	 	 	 	 
	LENDER:	 	 	 	KEYBANK, NATIONAL ASSOCIATION,	 	 
	 	 	 	 	a national banking association	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	      /s/ Jeffrey M. Morrison
 

	 	 
	 

	 	 	 	Name: Jeffry M. Morrison	 	 
	 

	 	 	 	Title: Senior Banker	 	 






S-2









 






	 	 	 	 	 	 	 
	LENDER:	 	 	 	RAYMOND JAMES BANK, FSB	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Steven F. Paley
 

	 	 
	 

	 	 	 	Name: Steven F. Paley	 	 
	 

	 	 	 	Title: Senior Vice President	 	 






S-3









 






	 	 	 	 	 	 	 
	LENDER:	 	 	 	MANUFACTURERS AND TRADERS TRUST COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Peter J. Ostrowski
 

	 	 
	 

	 	 	 	Name: Peter J. Ostrowski	 	 
	 

	 	 	 	Title: Vice President	 	 






S-4









 






	 	 	 	 	 	 	 
	LENDER:	 	 	 	TD BANK, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	      /s/ David Yesue
 

	 	 
	 

	 	 	 	Name: David Yesue	 	 
	 

	 	 	 	Title: Assistant Vice President	 	 






S-5









 






	 	 	 	 	 	 	 
	LENDER:	 	 	 	REGIONS BANK	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Lori Chambers
 

	 	 
	 

	 	 	 	Name: Lori Chambers	 	 
	 

	 	 	 	Title: Vice President	 	 






S-6









 






	 	 	 	 	 	 	 
	LENDER:	 	 	 	CITIZENS BANK OF PENNSYLVANIA	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	      /s/ Kellie Anderson
 

	 	 
	 

	 	 	 	Name: Kellie Anderson	 	 
	 

	 	 	 	Title: Senior Vice President	 	 






S-7









 






	 	 	 	 	 	 	 
	LENDER:	 	 	 	TRISTATE CAPITAL BANK	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Joseph L. Rago
 

	 	 
	 

	 	 	 	Name: Joseph L. Rago	 	 
	 

	 	 	 	Title: Senior Vice President	 	 







S-8












 





EXHIBIT A TO LOAN AGREEMENT




DEFINITIONS



Additional Collateral Request as defined in Section 3.5.



Administrative Agent. KeyBank, National Association, acting as agent for the Lenders.



Adjusted Appraised Value. With respect to any Collateral Property that is the subject of
an Appraisal, the as stabilized appraised value set forth in such Appraisal, as such may be
reviewed and adjusted by the Administrative Agent acting reasonably and in good faith.



Adjusted FFO shall mean, for CSC, 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 LIBO Rate. The term “Adjusted LIBO Rate” means for each Interest Period the rate
per annum obtained by dividing (i) the LIBO Rate for such Interest Period, by (ii) a percentage
equal to one hundred percent (100%) minus the maximum reserve percentage applicable during such
Interest Period under regulations issued from time to time by the Board of Governors of the Federal
Reserve System for determining the maximum reserve requirements (including, without limitation, any
basic, supplemental, marginal and emergency reserve requirements) for Administrative Agent (or of
any subsequent holder of a Note which is subject to such reserve requirements) in respect of
liabilities or assets consisting of or including Eurocurrency liabilities (as such term is defined
in Regulation D of the Board of Governors of the Federal Reserve System) having a term equal to the
Interest Period.



Adjusted Net Operating Income: 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 Questionnaire means an Administrative Questionnaire in a form supplied by
the Administrative Agent.



Affiliate shall mean, as to any Person, any other Person that, directly or indirectly, is
in control of, is controlled by or is under common control with such Person or is a director or
officer of such Person. For purposes of this definition, control of a Person shall mean the power,
direct or indirect, (i) to vote 10% or more of the securities having ordinary voting power for the
election of directors of such Person or (ii) to direct or cause the direction of the management and
policies of such Person, whether by contract or otherwise.



Agreement as defined in the Preamble.




EA-1









 







Applicable Margin shall mean for LIBO Rate Loans and for Variable Rate Loans, respectively,
the following




	 	 	 
	Applicable Margin for LIBO Rate Loans	 	Applicable Margin for Variable Rate Loans
	225 basis points
	 	75 basis points





Appraisal shall mean an MAI appraisal ordered by the Administrative Agent in form and
substance acceptable to the Required Lenders and prepared by an appraiser acceptable to the
Administrative Agent.



Approved Anchor Tenant means a tenant that meets any one of the following tests, as
determined by the Required Lenders:





1. The tenant is national in nature, or publicly traded on a major stock exchange;




2. The Tenant holds an investment grade rating by Standard & Poor’s Ratings Group, a
division of McGraw-Hill Corporation, Moody’s Investor Service, Inc. or another nationally
recognized rating agency reasonably acceptable to the Administrative Agent;




3. The tenant is one of the ten largest tenant of properties owned by the Borrower and the
Borrower Subsidiaries (calculated either by reference to square footage or by annualized
base rent); or




4. The tenant is either the first or second largest in its subject competitive market by
market share (either by general/global market share, or specific market share in the
subject Individual Property’s market).


Approved Fund means 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.



Arranger as defined in the cover page.



Assignee Group means 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 Acceptance as defined in Section 13.3.1.



Authorized Representatives as defined in Section 4 and listed on Exhibit D.



Availability shall mean, from time to time, an amount determined by the Administrative
Agent as of the most recent Compliance Certificate or Borrowing Base Property report, as
applicable, delivered to the Administrative Agent, equal to the lesser of the following:




EA-2









 









	 	(a)	 	The aggregate of the following for the Borrowing Base Properties:






	 	i.	 	For each Borrowing Base Property which is not an
OD Property, the lesser of (A) seventy percent (70%) of the Borrowing
Base Value of such Borrowing Base Property as of the date of the most
recent Compliance Certificate or Borrowing Base Property report, as
applicable, delivered to the Administrative Agent, or (b) seventy
percent (70%) of the total costs as set forth on the Construction Budget
for such Borrowing Base Property; plus
	 
	 	ii.	 	For each Borrowing Base Property which is an OD
Property, the aggregate of (A) seventy percent (70%) of the Borrowing
Base Value of the completed component of such Borrowing Base Property as
of the date of the most recent Compliance Certificate or Borrowing Base
Property report, as applicable, delivered to the Administrative Agent,
plus (B) the lesser of (I) seventy percent (70%) of the Borrowing Base
Value of the development component of such Borrowing Base Property as of
the date of the most recent Compliance Certificate or Borrowing Base
Property report, as applicable, delivered to the Administrative Agent,
or (II) seventy percent (70%) of the total costs as set forth on the
Construction Budget for the development component of such Borrowing Base
Property.






	 	(b)	 	the Implied Loan Amount.




Banking Day. The term “Banking Day” means a day on which banks are not required or
authorized by law to close in the city in which Administrative Agent’s principal office is
situated.



BOFA Credit Agreement means that certain Loan Agreement dated as of January 30, 2004
entered into between Bank of America, N.A. , as administrative agent, the various lenders party
thereto, and the Borrower, as the same has been (or may in the future be) amended or modified from
time to time.



BOFA Event of Default means an “Event of Default” as defined under the BOFA Credit
Agreement.



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



Borrower as defined in the Preamble.



Borrower GP shall mean CSC.



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



Borrower Reduction Date as defined in Section 2.2.2.(ii).




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Borrower Termination Date as defined in Section 2.2.2.(i).



Borrowing Base Property and Borrowing Base Properties. The Individual Properties
initially listed in Exhibit J hereto, plus any Individual Property which subsequently
becomes a Borrowing Base Property in accordance with Section 3.5, hereof, but not including (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 Requirements.





     (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 3.1.6, hereof.




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




     (d) Administrative Agent and the Required Lenders 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 due 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 Borrower and received by the Administrative Agent
pursuant the BOFA Credit Agreement), including, as applicable and to the extent available
given the current status and nature of the development of the Individual Property, without
limitation:




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




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




     (iii) If the Individual Property is ground leased by the Borrowing Base
Property Owner, a copy of the Ground Lease. Further, in the event that the



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ground lessor of the Individual Property 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 shall receive an Estoppel Certificate in the form of
Exhibit EC 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) The Borrower has utilized reasonable efforts to obtain executed estoppel
certificates and subordination, nondisturbance and attornment agreements from
tenants under Major Leases;




     (v) Copies of all Major Leases (or letters of intent) and, to the extent
required 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 or other development or
similar 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;




     (viii) Evidence of existence of all Licenses and Permits to evidence compliance
with Legal Requirements with respect to the construction, use and operation of the
Individual Property, to the extent same are then available given the current status
of the Individual Property;




     (ix) Evidence of insurance complying with the requirements of Exhibit
E, hereto;




     (x) A current Appraisal showing the Adjusted Appraised Value;




     (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, 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 each of the Required Lenders in their sole and absolute
discretion;




     (xii) A current structural report performed by a 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



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(excluding those improvements contemplated to be replaced in connection with the
development or renovation of the Individual Property);




     (xiii) With respect to an Individual Property to be developed or renovated, a
pro forma construction budget detailing the total development costs of the project
to the time at which said project becomes a Stabilized Asset, including the
interest reserve and contingencies (the “Construction Budget”), together with a
development schedule detailing start date, schedule of draws/payment of project
costs and a completion date, as well as projected timeline of issuance of Licenses
and Permits, if not previously issued;




     (xiv) The Operating Pro Forma;




     (xv) An executive summary describing the project, and a leasing status and
prospect schedule; and




     (xvi) Such other real estate documents reasonably deemed appropriate for
commercially reasonable underwriting by the Administrative Agent in respect of the
Borrowing Base Property.


Notwithstanding the foregoing, the requirements set forth in sections (xiii), (xiv) and (xv) above
shall not be required to be satisfied as to the development component of an OD Property until such
time as the Borrower requests that Availability be created by such development component.



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, or the JV Entity
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 Value shall mean the Adjusted Appraised Value of such Borrowing Base
Property, as determined by the most recent Appraisal of such Borrowing Base Property.



Breakage Fees as defined in Section 2.3.15.



Business Day shall mean any day of the year on which offices of Administrative Agent are
not required or authorized by law to be closed for business in New York, New York. If any day on
which a payment is due is not a Business Day, then the payment shall be due on the next day
following which is a Business Day, and such extension of time shall be included in computing
interest and fees in connection with such payment. Further, if there is no corresponding day for a
payment in the given calendar month (i.e., there is no “February 30th”), the payment shall be due
on the last Business Day of the calendar month. Saturday and Sunday shall never be considered a
Business Day.



Calculation Date shall mean the last day of each calendar quarter commencing with March 31,
2008.



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




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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 has the meaning specified in Section 2.7.7.



Cash Collateralize has the meaning specified in Section 2.7.7.



Cash Flow Projections shall mean a detailed schedule in the form of Schedule CF attached
hereto and made a part hereof, 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 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:




     (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, CSC or a JV Entity.


Closing Compliance Certificate as defined in Section 5.1.2(ii).



Closing Date as defined in Section 5.1.




EA-7









 







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 as defined in Section 3.1.



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 as defined in Section 3.3.



Combined EBITDA shall mean the sum of the Pro Rata share of EBITDA for each Consolidated
CSC Entity and each Unconsolidated CSC Entity.



Commitment shall mean, with respect to each Lender, the amount set forth on Exhibit
I 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 or in Article 2.



Commitment Percentage shall mean, with respect to each Lender, the percentage set forth on
Exhibit I hereto as such Lender’s percentage of the aggregate Commitments of all of the
Lenders, as may be amended from time to time by the Administrative Agent as provided in Article 13
or in Article 2.



Consolidated or Consolidating means 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 Wholly-Owned Subsidiary of the Borrower or CSC.



Cost to Repair as defined in Section 14.3.1.



CSC as defined in Section 1.4.



CSC Party and CSC Parties shall mean, singly and collectively, each Loan Party and
each Borrower Subsidiary.



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
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


EA-8









 






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) all Debt in the nature of that referred to in clauses (i) through (vi) above
which is guaranteed directly or indirectly by such Person, or in effect guaranteed directly or
indirectly by such Person through an agreement (A) to pay or purchase such Debt or to advance or
supply funds for the payment or purchase of such Debt, (B) to purchase, sell or lease (as lessee or
lessor) property, or to purchase or sell services, primarily for the purpose of enabling the debtor
to make payment of such Debt or to assure the holder of such Debt against loss in respect of such
Debt, (C) to supply funds to or in any other manner invest in the debtor (including any agreement
to pay for property or services irrespective of whether such property is received or such services
are rendered) or (D) otherwise to assure a creditor against loss in respect of such Debt, (viii)
any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect
of guaranteeing any indebtedness or other obligation of any Person, either directly or indirectly, of the nature described in clauses (i)
through (vi), and (ix) all Debt referred to in clauses (i) through (vi) 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 a Pro Rata basis, 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.



Default as defined in Section 10.1.



Default Rate as defined in Section 2.3.13.



Delinquent Lender as defined in Section 13.2.8.



Depository Account as defined in Section 7.14.1.



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


EA-9









 






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 as defined in Section 2.1.2(i).



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.



Effective LIBO Rate. The term “Effective LIBO Rate” means the per annum rate equal to the
aggregate of (x) the Adjusted LIBO Rate, plus (y) the Applicable Margin for Effective LIBO Rate
Loans.



Effective LIBO Rate Advance. The term “Effective LIBO Rate Advance” means any principal
outstanding under this Agreement which pursuant to this Agreement bears interest at the Effective
LIBO Rate.



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





     (a) the Borrowing Base Property is a to be constructed, renovated, expanded or
completed retail center located in the contiguous 48 states of the United States owned by a
Borrowing Base Property Owner and within one of the Borrower’s core markets, and is in
scope and of asset quality consistent with the Borrower’s grocery-anchored retail real
estate assets, other retail real estate assets existing on the date hereof or other real
estate assets approved by the Administrative Agent;



EA-10









 






     (b) the Borrower provides reasonably acceptable existing and/or projected operating
and leasing information;




     (c) the proposed construction of such Borrowing Base Property (or the renovation or
expansion thereof) is scheduled for substantial completion at least ninety (90) days prior
to the Initial Maturity Date, or if the Loan has been extended, the Extended Maturity Date;




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




     (e) the Borrower provides certification as to the absence of any material structural
issues, if applicable;




     (f) a minimum of fifty percent (50%) of the projected or existing gross leaseable area
in the Borrowing Base Property (or in the proposed expanded or renovated area thereof) has
been leased pursuant to lease(s), approved by the Administrative Agent if and to the extent
approval is required herein, with at least one tenant being an Approved Anchor Tenant,
unless otherwise approved by all of the Lenders;




     (g) Unless otherwise approved by all of the Lenders, upon completion of the Borrowing
Base Property (or portion thereof to be developed or improved), the ratio of Pro Forma
Annual Net Operating Income (based on executed leases and letters of intent then in place)
to Projected Debt Service for the Borrowing Base Property shall be no less than 1.0 to 1.0;
and




     (h) 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 13.3.1, subject to such consents, if any, as may be required under Section 13.3.1.



Environmental Indemnity as defined in Section 3.1.5.



Environmental Legal Requirements as defined in the Environmental Indemnity.



Equity Requirement means, with respect to each Borrowing Base Property Owner, an upfront
equity investment to be made and maintained at all times in such Borrowing Base Property Owner
equal to thirty percent (30%) of the total development costs reflected in the Construction Budget
submitted by the Borrower in connection with the approval of such Borrowing Base Property (or, with
respect to the development component of an OD Property, at such time as the Borrower requests that
Availability be created by such development component), which Equity Requirement may be funded by
Loans advanced under this Agreement with respect to other Borrowing Base Properties.



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


EA-11









 






 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.



Established Loan Amount shall mean, as of June 13, 2008, One Hundred Fifty Million Dollars
($150,000,000.00), and thereafter, such adjusted amount as may be implemented under Sections
2.1.1(iii) or 2.2.2 above.



Event of Default as defined 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.



Extended Maturity Date as defined in Section 2.2.1.



Extended Term as defined in Section 2.2.1.



Excluded Taxes shall mean taxes imposed on or measured by the overall net income of any
Lender or any agent of Lender and all franchise or gross receipts tax of any Lender or any agent of
any Lender.



Federal Funds Rate shall mean: For any day, a fluctuating interest 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, as published for such day (or, if such
day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New
York, or if such rate is not so published for any day that is a Business Day, the average of the
quotations for such day on such transactions received by the Administrative Agent from three
federal funds brokers of recognized standing selected by the Administrative Agent.



Financial Covenants shall mean those covenants of the Borrower set forth in Sections 7.19,
7.20, 7.21, 7.22, 7.23 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 and the Unconsolidated CSC Entities, (c)


EA-12









 






 preferred dividend payments or required Distributions (other than Distributions by the Borrower to holders of OP units
and Distributions by CSC to common equity holders) paid or payable by the Consolidated CSC Entities
and the Unconsolidated CSC Entities, (d) Ground Lease Payments unless already deducted from Net
Operating Income or Combined EBITDA, and (e) Tax Expenses for the Consolidated CSC Entities and the
Unconsolidated 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) Combined
EBITDA to (b) Fixed Charges.



Foreign Lender means any Lender that is organized under the laws of a jurisdiction other
than that in which the Borrower is resident for tax purposes. For purposes of this definition, the
United States, each State thereof and the District of Columbia shall be deemed to constitute a
single jurisdiction.



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 means 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 business.



Funding Date as defined in Section 5.1.



Funding Evidence shall mean, in connection with the Borrower raising the funds necessary to
make a Mandatory Principal Payment as required under Section 2.3.8(i), evidence in connection with
(i) the sale of any asset, that the Borrower has entered into a sales agreement, letter of intent,
or listed the asset for sale with a recognized broker or (ii) the financing or refinancing of an
asset, that the Borrower has obtained a commitment for such financing or submitted a loan
application to a recognized financial institution, the proceeds of which together with such other
funds as are available to the Borrower will be sufficient to make the required payment.



GAAP shall mean generally accepted accounting principles in the United States of America as
of the date applicable.



Governmental Authority shall mean any court, board, agency, commission, office or authority
of any nature whatsoever for any governmental unit (federal, state, county, district, municipal,
city or otherwise) whether now or hereafter in existence.



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.




EA-13









 







Ground Lease Payments shall mean the sum of the Pro Rata share of (i) payments made by the
Consolidated CSC Entities under Ground Leases, plus (ii) payments made under Ground Leases by
Unconsolidated CSC Entities.



Guaranty as defined in Section 3.1.4.



Guarantor or Guarantors as defined in Section 1.4.



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
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.



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
twenty-five (25) 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 2.00%, or (b) an annual debt service constant of
eight percent (8.00%).



Implied Debt Service Coverage Ratio shall mean as of each Calculation Date, the ratio of
the Pro Forma Annual Net Operating Income for all Borrowing Base Properties 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 1.20 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 Borrowing Base
Properties since the Closing Date or the most recent Compliance Certificate or Borrowing Base
Property report, as applicable, delivered to the Administrative Agent.



Initial Maturity Date as defined in Section 2.2.1.



Initial Term as defined in Section 2.2.1.



Increased Cost Event as defined in Section 2.6.1.



Indemnified Party as defined in Section 7.17.



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.




EA-14









 







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
($500,000.00); (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 Legal Requirements; 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 (i) the aggregate actual
interest (whether expensed or capitalized) paid or payable respecting all Debt by the Consolidated
CSC Entities, and (ii) the aggregate actual interest (whether expensed or capitalized) paid or
payable by the Unconsolidated CSC Entities.



Interest Period.




     (A) The term “Interest Period” means with respect to each Effective LIBO Rate Advance: a
period of one (1), two (2), or three (3) consecutive months, subject to availability, as selected,
or deemed selected, by Borrower at least two (2) Business Days prior to the initial date of such
Effective LIBO Rate Advance, or if an advance is already outstanding, at least two (2) Business
Days prior to the end of the current Interest Period. Each such Interest Period shall commence on
the Business Day so selected, or deemed selected, by Borrower and shall end on the numerically
corresponding day in the first, second, or third month thereafter, as applicable.
Provided, however: (i) if there is no such numerically corresponding day, such
Interest Period shall end on the last Business Day of the applicable month, (ii) if the last day of
such an Interest Period would otherwise occur on a day which is not a Business Day, such Interest
Period shall be extended to the next succeeding Business Day; but (iii) if such extension would
otherwise cause such last day to occur in a new calendar month, then such last day shall occur on
the next preceding Business Day.



     (B) The term “Interest Period” shall mean with respect to each Variable Rate Advance
consecutive periods of one (1) day each.



     (C) No Interest Period may be selected which would end beyond the then Maturity Date of the
Loan. If the last day of an Interest Period would otherwise occur on a day which is not a Business
Day, such last day shall be extended to the next succeeding Business Day, except as provided above
in clause (A) relative to an Effective LIBO Rate Advance.


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 means, 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).




EA-15









 







Issuer Documents means, 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 of the L/C Issuer and relating to any such
Letters of Credit.



JV Entity means an entity formed by the Borrower or a Borrower Subsidiary and a JV Partner
to own, develop and/or renovate and operate an Individual Property.



JV Partner means a third party who forms a JV Entity with the Borrower or a Borrower
Subsidiary.



Knowledge or knowledge shall mean with respect to the Borrower, CSC and the Borrower
Subsidiaries, (a) the actual knowledge of Leo S. Ullman, Brenda J. Walker, Lawrence E. Kreider, Jr.
or Jeffrey L. Goldberg or (b) the actual knowledge of such Persons’ successors to their positions
(or positions similar thereto) as officers of CSC. 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 as defined in Section 2.3.14.



L/C Advance means, 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 means 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 means, 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 L/C Issuer pursuant to a Letter of Credit which
was presented to the L/C Issuer 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 means KeyBank, National Association in its capacity as issuer of Letters of
Credit hereunder, or any successor issuer of Letters of Credit hereunder.



L/C Obligations means, as at 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


EA-16









 






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 an Individual Property.



Legal Requirements shall mean all applicable federal, state, county and local laws,
by-laws, rules, regulations, codes and ordinances, and the requirements of any governmental agency
or authority having or claiming jurisdiction with respect thereto, including, but not limited to,
those applicable to zoning, subdivision, building, health, fire, safety, sanitation, the protection
of the handicapped, and environmental matters and shall also include all orders and directives of
any court, governmental agency or authority having or claiming jurisdiction with respect thereto.



Lenders as defined in the Preamble.



Lenders’ Consultant as defined in Section 7.28.



Letter of Credit means any letter of credit issued hereunder.



Letter of Credit Application means 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 means 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 has the meaning specified in Section 2.7.9.



Letter of Credit Sublimit means an amount equal to $15,000,000.00. 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 and the Unconsolidated CSC Entities
by (ii) the Total Asset Value.



LIBO Rate means, for any Interest Period with respect to an Effective LIBO Rate Advance,
the rate per annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as
published by Reuters (or other commercially available source providing quotations of BBA LIBOR as
designated by the Administrative Agent from time to time) 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.
If such rate is not available at such time for any reason, then the “LIBO Rate” for such Interest
Period shall be the rate per annum determined by the Administrative Agent to be the rate at which
deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the
approximate amount of the Effective LIBO Rate Advance being made, continued or converted by
KeyBank, National Association and with a term equivalent to such Interest Period would be offered
by KeyBank, National Association London Branch to


EA-17









 






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.



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 pursuant to a Permitted Title
Exception, and including, but not limited to, building permits, occupancy permits and such special
permits, variances and other relief as may be required pursuant to Legal Requirements which may be
applicable to any Collateral Property.



Line Fee as defined in Section 2.4.2.



Line Percentage shall mean 0.15% per annum.



Liquidation Proceeds. 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).



Loan as defined in Section 1.3.



Loan Advances shall mean any advance of any proceeds of the Loan hereunder, and as defined
in Section 2.1.1.



Loan Agenda shall mean that Document Agenda respecting the establishment of the Loan
annexed hereto as Exhibit K, and for the addition of any Borrowing Base Property, the
agenda of customary closing items provided by the Administrative Agent in connection therewith.



Loan Agreement as defined in the Preamble.



Loan Documents as defined in Section 3.2.



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



Loan Termination Date shall mean the Maturity Date.




EA-18









 







London Banking Day. The term “London Banking Day” means any day on which dealings in
deposits in Dollars are transacted in the London interbank market.



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 of any completed portion thereof to the condition
immediately prior to such loss cannot be completed, in the judgment of the applicable Lender’s
Consultant and if there is no Lender’s 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)
for any Stabilized Asset, rendering more than fifty (50%) percent of the said Borrowing Base
Property unusable for the purposes conducted thereon immediately prior to such loss, destruction or
damage, as determined by the applicable Lender’s Consultant and if there is no Lender’s 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, in any such case, rendering more than fifty (50%) percent of the
said leaseable area of said Borrowing Base Property unusable for the purposes conducted or intended
to be conducted thereon immediately prior to action, as determined by the applicable Lender’s
Consultant and if there is no Lender’s 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 the 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 (10%) percent 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 as defined in Section 2.3.8(ii).



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 Administrative Agent upon an Event of Default.



Maturity Date as defined in Section 2.2.1.




EA-19









 







Maximum Loan Amount as defined in Section 2.1.1.



Net Operating Income: 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 Administrative Agent with all information and materials required by 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. (1) 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 (2) the net amount of all awards and payments received
with respect to the occurrence of an Event of Loss described in clause (b) of 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 stockholders’ equity and (ii) limited
partners’ interest in the Borrower as of the Calculation Date appearing on the consolidated
financial statements of the Borrower and CSC, plus (b) depreciation and amortization provided after
December 31, 2007 through the Calculation Date on a cumulative basis.



Non-Retail Assets shall mean Individual Properties that generate more than fifteen (15%)
percent 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 promissory notes payable to each Lender in the
aggregate original principal amount of the Established Loan Amount.



Notice of Default as defined in Section 13.1.6.



Notice of Rate Selection as defined in Section 2.3.3.



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




EA-20









 









     (a) Any and all direct and indirect liabilities, debts, and obligations of the
Borrower or any Loan Party to the Administrative Agent, the L/C Issuer 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, the L/C Issuer or any Lender (including all future advances whether
or not made pursuant to a commitment by the Administrative Agent, the L/C Issuer 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, the L/C Issuer or any Lender may hold
against the Borrower or any Loan Party including, without limitation, any obligation
arising under any interest rate hedging, cap or other protection arrangement with the
Administrative Agent, the L/C Issuer 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, the L/C Issuer 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, the L/C Issuer 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, the L/C
Issuer 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, the L/C
Issuer or any Lender in respect of any agreement between the Borrower or any Loan Party and
the Administrative Agent, the L/C Issuer or any Lender or instrument furnished by the
Borrower or any Loan Party to the Administrative Agent, the L/C Issuer 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, the L/C Issuer 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, the L/C
Issuer or any Lender or instrument furnished by the Borrower or any Loan Party to the
Administrative Agent, the L/C Issuer or any Lender in connection with the Loan.


Occupancy Ratio shall mean with respect to any Individual 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.



OD Property shall mean a Borrowing Base Property that contains both a completed operational
component and a development component.




EA-21









 







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 thereof (or an authorized officer of the direct or indirect managing
general partner or managing member, as applicable, of the Borrower, Borrower Subsidiary, or
Guarantor, if and as applicable).



Operating Pro Forma shall mean, for each Borrowing Base Property, a projection of Net
Operating Income and cash flows for the five year period commencing as of the date on which such
Borrowing Base Property becomes a Stabilized Asset.



Other Taxes means 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, but excluding any Excluded Taxes.



Outstanding Amount means (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 as defined in Section 13.3.3.



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



Permitted Debt as defined in Section 8.4.



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, (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 (provided, any
Distributions by the Borrower or CSC shall be permitted as are necessary for CSC to maintain REIT
status, if such Distributions are greater than the amounts set forth in subclause (a)(i), above),
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 Administrative Agent 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 as defined in Section 8.2.



Permitted Investments shall mean the following:




EA-22









 









     (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 interest rate swaps, caps and other similar rate protection
agreements; 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.


Person shall mean any individual, corporation, partnership, joint venture, estate, trust,
unincorporated association or limited liability company, any federal, state, county or municipal
government or any bureau, department or agency thereof and any fiduciary acting in such capacity on
behalf of any of the foregoing.



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 an ERISA Affiliate, and 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.



Preliminary Approval shall mean the following, if applicable:





     (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;



EA-23









 






     (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.


Prime Rate. The term “Prime Rate” means the greater of (i) a variable per annum rate of
interest so designated from time to time by KeyBank, National Association (or any successor
thereto), as its prime rate, or (ii) the Federal Funds Rate plus 0.50% per annum. The Prime Rate
is a reference rate and does not necessarily represent the lowest or best rate being charged to any
customer.



Pro Forma Annual Net Operating Income shall mean, for each Borrowing Base Property, the
projected 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 to be achieved upon completion of the Borrowing Base Property, based
on the Operating Pro Forma delivered by the Borrower to the Administrative Agent, as such Operating
Pro Forma shall be updated from time.



Projected Debt Service shall mean, as to any proposed Borrowing Base Property, the annual
interest payments which would be made on a loan in an amount equal the total amount anticipated to
be advanced with respect to the subject Borrowing Base Property, with interest accruing at an
assumed rate equal to the weighted average of the interest rates then in effect under the Loan.



Pro Rata 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. For the
purposes of this definition, the Pro Rata share of a Consolidated CSC Entity shall be deemed to be
100%.



Register as defined in Section 13.3.2.



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



Release Conditions as defined in Section 3.3.



Release Price shall mean, with respect to any Borrowing Base Property, the amount, if any,
necessary to reduce the aggregate outstanding principal amount of the Loans plus the L/C


EA-24









 






Exposure to the Maximum Loan Amount (computed without regard to the Borrowing Base Property for which the
Borrower is seeking release).



Rent Loss Proceeds. The proceeds received under any rent loss or business interruption
insurance policies.



Repair Work as defined 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. As of any date, the Lenders holding at least Sixty-Six and 2/3rds (66
2/3%) percent of the outstanding principal amount due under the Note on such date; and if no such
principal is outstanding, the Lenders whose aggregate Commitments constitute at least Sixty-Six and
2/3rds (66 2/3%) percent of the Total Commitment.



Restoration Property. 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 prior to the then applicable Maturity Date, as determined by the
Administrative Agent in its reasonable discretion.



Security Documents as defined 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.



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



Subsidiary shall mean, with respect to any Person, any corporation, association, limited
liability company, partnership or other business entity of which securities or other ownership
interests representing more than 50% of either (x) the beneficial ownership interest or (y)
ordinary voting power are, at the time as of which any determination is being made, owned or
controlled, directly or indirectly, by such Person.



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





EA-25












 





Total Asset Value shall mean the aggregate of:





     (a) for all Individual Properties (which are not Individual Properties acquired within
the prior 90 days from the Calculation Date, Development Assets, or Land Assets), the Pro
Rata share of the Calculations Period’s aggregate Adjusted Net Operating Income for all such
Individual Properties, annualized, capitalized at a rate of 8.00% (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 rights under Section 2.2.3 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 8.00% (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 rights under Section 2.2.3 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 unencumbered cash and cash equivalent investments, restricted cash held by
a qualified intermediary, and escrows owned by the Consolidated CSC Entities and the
Unconsolidated CSC Entities, the Pro Rata share of the Book Value as of the Calculation Date
of such assets; plus




     (e) 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. The sum of the Commitments of the Lenders, as in effect from time to time.



Total Outstandings means the aggregate Outstanding Amount.



Treasury Rate The term “Treasury Rate” means, 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 Reserve Statistical Release H.15(519) of Selected Interest Rates in an amount




EA-26 









 







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.



UCC or the Uniform Commercial Code means 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
Wholly-Owned Subsidiary.



Unfunded Current Liability of any Plan means the amount, if any, by which the actuarial
present value of the accumulated plan benefits under the Plan as of the close of its most recent
plan year exceeds the fair market value of the assets allocable thereto, each determined in
accordance with Statement of Financial Accounting Standards No. 35, based upon the actuarial
assumptions used by the Plan’s actuary in the most recent annual valuation of the Plan.



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



Unreimbursed Amount has the meaning specified in Section 2.7.3(i).



Variable Rate means a per annum rate equal at all times to the Prime Rate plus the
Applicable Margin for Prime Rate Loans, with changes therein to be effective simultaneously without
notice or demand of any kind with any change in the Prime Rate.



Variable Rate Advance means any principal amount outstanding under this Agreement which
pursuant to this Agreement bears interest at the Variable Rate.



Variable Rate Indebtedness means any Debt that bears interest at a variable rate without
the benefit of an interest rate hedge or other interest rate protection agreement.



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.





EA-27 









 








EXHIBIT B-1 TO LOAN AGREEMENT




REQUISITION AND AVAILABILITY CERTIFICATE





			
	TO:	 	KeyBank, National Association (“Administrative Agent”)






			
	RE:	 	Amended and Restated Loan Agreement dated as of
October 21, 2008 (as amended, the “Loan Agreement”)
between Administrative Agent, the lenders described
therein and Cedar Shopping Centers Partnership, L.P.
(“Borrower”)





LOAN REQUEST NO.:                                        




AMOUNT OF LOAN ADVANCE REQUESTED:$                                        




DATE:                                        , 200                    




     This Borrower’s Certificate and Request for Loan Advance is submitted by Borrower to
Administrative Agent pursuant to the provisions of the Loan Agreement in order to induce Lenders to
make the Loan Advance identified above. Capitalized terms used herein which are not otherwise
specifically defined shall have the same meaning herein as in the Loan Agreement.



     Borrower hereby requests Lenders to make a Loan Advance under the Notes in the following
amount: $                                        .



     The Loan Advance is requested for the following purposes: 
                
               
               
             
             
             
               
               



      




      
.



     The
Loan Advance requested of $          
              
                , when added to prior Loan Advances under the
Notes of $             
              
             , plus the L/C
Exposure of $             
               
            , will result in aggregate
Loans plus L/C Exposure of $           
               
              .



     The types of Loans requested are as follows:



	 	 	 
	Variable Rate:
	$	 
	 
	 	 
	 
	 	 
	Effective LIBO Rate:
	$	 
	 
	 	 
	 
	 	Interest Period       
             
             
             
                
                                 
	 
	 	 
	 
	$	 
	 
	 	 
	 
	 	Interest Period      
             
             
             
                
                                  






     The Maximum Loan Amount shall not be exceeded upon the making of the Loan Advance requested
hereunder. Calculations of the Maximum Loan Amount, current Loan



EB-1









 




balance, and amount of the Loan available to be advanced and/or L/C’s available to be issued
are set forth on the Availability Certificate annexed hereto.




     Borrower hereby certifies, warrants and represents to Administrative Agent and the Lenders
that (except for each condition precedent to Lender’s obligation to make the requested Loan
Advance) this request: (i) constitutes an affirmation by Borrower that, except as otherwise
disclosed in writing to the Administrative Agent, each of the warranties and representations made
in the Loan Agreement, including, without limitation, 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 to the Agent, remains true and correct
in all material respects as of the date of this request and, unless Administrative Agent is
notified to the contrary prior to the disbursement of the Loan Advance, will be so on the date of
such Loan Advance; and (ii) constitutes the representation and warranty of Borrower that the
information set forth in this request is true, accurate and complete in all material respects.



     The Borrower hereby further certifies, warrants and represents to Administrative Agent and the
Lenders that: (i) to the best of the Borrower’s knowledge, the financial information provided by
the Borrower to the Agent remains true and accurate in all material respects; (ii) the Borrower is
in compliance with the financial covenants contained in the Loan Agreement to the extent set forth
below; (iii) to the best of the Borrower’s knowledge, an Event of Default which is continuing has
not occurred under the Loan Agreement or any of the other Loan Documents.



	 	 	 	 	 
	Covenant	 	Requirement	 	Actual
	Leverage Ratio

	 	Less than 70%	 	 
	 
	 	 	 	 
	Fixed Charge Ratio

	 	Not less than 1.35:1	 	 
	 
	 	 	 	 
	Borrower’s Net Worth

	 	Not less than the aggregate of
$536,025,018.00 plus 85% of
cumulative net cash proceeds,
as set forth in the Loan
Agreement	 	 
	 
	 	 	 	 
	Aggregate Pro Rata amount of
the Variable Rate
Indebtedness of the
Consolidated CSC Entities
and the Unconsolidated CSC
Entities

	 	Less than 30% of the Total
Asset Value	 	 
	 
	 	 	 	 
	Individual Property secured
Debt of the Borrower, CSC or
any Borrower Subsidiary
which is recourse to the
Borrower or CSC

	 	In the aggregate outstanding
at any time, not to exceed
twenty five percent (25%) of
the Total Asset Value	 	 






EB-2









 






	 	 	 	 	 
	Covenant	 	Requirement	 	Actual
	The Pro Rata share of
Investments in Development
Assets (valued at
undepreciated Book Value)

	 	In the aggregate, not to
exceed twenty five percent
(25%) of Total Asset Value	 	 
	 
	 	 	 	 
	The Pro Rata share of
Investments in Land Assets
which are valued at Book
Value

	 	In the aggregate, not to
exceed ten percent (10%) of
Total Asset Value	 	 
	 
	 	 	 	 
	The Pro Rata share of
Investments in Non-Retail
Assets

	 	In the aggregate, not to
exceed five percent (5%) of
Total Asset Value	 	 






     Calculations of the Financial Covenants are set forth in the Closing Compliance Certificate,
or once delivered, the most recent Compliance Certificate delivered by the Borrower to the Agent.



     This request is submitted to Administrative Agent for the purpose of inducing Lenders to make
a Loan Advance and Borrower intends that Administrative Agent and the Lenders shall rely upon the
same being true, accurate and complete in all material respects.



     If all conditions precedent to Lenders’ obligation to make a Loan Advance are satisfied,
please disburse the Loan Advance on                                         , 200                    .



EB-3









 





     WITNESS the execution hereof as an instrument under seal as of the                     day of
                                        , 200                    .



	 	 	 	 	 	 	 	 	 
	 	 	CEDAR SHOPPING CENTERS PARTNERSHIP,

 L.P.,
a Delaware limited partnership	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Cedar Shopping Centers, Inc., its general partnership	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 






EB-4









 






Availability Certificate




	 	 	 	 	 	 	 	 	 
	1. Maximum Loan Amount
	 	 	 	 	 	 	 	 
	 
	a. Established Loan Amount
	 	$	150,000,000.00	 	 	 	 	 
	b. Total Commitment
	 	$	150,000,000.00	 	 	 	 	 
	c. Availability (calculated below)

	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	least of (a), (b) and (c)
	 	 	 	 	 	$	 	 
	 
	 	 	 	 	 	 	 	 
	 
	2. Loan Balance
	 	 	 	 	 	 	 	 
	 
	a. Outstanding Balance of Loan plus
	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	b. L/C Exposure
	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	(a) plus (b)
	 	 	 	 	 	$	 	 
	 
	 	 	 	 	 	 	 	 
	 
	3. Amount of Loan available to be advanced
and/or L/C’s available to be issued
	 	 	 	 	 	 	 	 
	1 minus 2
	 	 	 	 	 	$	 	 
	 
	 	 	 	 	 	 	 	 





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Availability Calculation 




	 	 	 	 	 	 	 	 	 
	1. For each Borrowing Base Property
which is not an OD Property:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	          (A) seventy percent (70%) of
the Borrowing Base Value* of
such Borrowing Base Property
as of the date of the most
recent Compliance
Certificate or Borrowing
Base Property report, as
applicable, delivered to the
Administrative Agent,

	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	          (B) seventy percent (70%) of
the total costs as set forth
on the Construction Budget
for such Borrowing Base
Property;
	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	          (C) Aggregate of lesser of (A) or (B) above for each
non OD property
	 	 	 	 	 	$	 	 
	 
	 	 	 	 	 	 	 	 
	2. For each Borrowing Base Property
which is an OD Property:
	 	 	 	 	 	 	 	 
	 
	          (A) seventy percent (70%) of
the Borrowing Base Value* of
the completed component of
such Borrowing Base Property
as of the date of the most
recent Compliance
Certificate or Borrowing
Base Property report, as
applicable, delivered to the
Administrative Agent,
	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	     (B)
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	          (I) seventy percent (70%) of
the Borrowing Base Value* of
the development component of
such Borrowing Base Property
as of the date of the most
recent Compliance
Certificate or Borrowing
Base Property report, as
applicable, delivered to the
Administrative Agent,
	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	          (II) seventy percent (70%)
of the total costs as set
forth on the Construction
Budget for the development
component of such Borrowing
Base Property
	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	          (III) Aggregate of lesser of (I) and (II) above for each
OD property
	 	 	 	 	 	$	 	 
	 
	 	 	 	 	 	 	 	 
	 
	3. Implied Loan Amount
	 	 	 	 	 	$	 	 
	 
	 	 	 	 	 	 	 	 
	(calculated below)
	 	 	 	 	 	 	 	 





EB-6









 






	 	 	 	 	 	 	 	 	 
	4.
Availability is the lesser of [(1)(C) + (2)(A) + 2(B)(III)] or (3)
	 	 	 	 	 	$	 	 
	 
	 	 	 	 	 	 	 	 





EB-7









 






*Borrowing Base Value Calculation




	 	 	 
	Borrowing Base Property	 	 
	Trexlertown Plaza

	 	Received 8/20/08;
$77,650,000.00 (as completed)
	 
	 	 
	Lake Raystown Shopping Center

	 	Received 8/20/08;
$16,900,000.00
	 
	 	 
	Blue Mountain Commons

	 	Received 8/20/08;
$42,400,000.00 (as completed)
	 
	 	 
	Carbondale Plaza

	 	Received 8/20/08;
$8,050,000.00






EB-8









 






Implied Loan Amount Calculation



Principal amount which generates Implied Debt Service Coverage Ratio of 1.20 to 1.00, calculated in
accordance with the worksheet which is to be annexed hereto.





EB-9









 








EXHIBIT C TO LOAN AGREEMENT




NOTE




PROMISSORY NOTE




$                    0,000,000.00                                        , 2008




1. Promise To Pay.




     FOR VALUE RECEIVED, 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”) promises to pay to the order of KEYBANK, NATIONAL ASSOCIATION, a national banking
association having an address at 225 Franklin Street, Boston, Massachusetts 02110 (hereinafter, a
“Lender”), the principal sum of                      MILLION DOLLARS ($                    ,000,000.00), or so much thereof as
may be advanced by or on behalf of Lender, with interest thereon, or on the amount thereof from
time to time outstanding, to be computed, as hereinafter provided, on each advance from the date of
its disbursement until such principal sum shall be fully paid. Interest and principal shall be
payable in installments as set forth in the Loan Agreement (as defined below). The total principal
sum, or the amount thereof outstanding, together with any accrued but unpaid interest, shall be due
and payable in full on                                         , 2011 (hereinafter, the “Maturity Date”), which term is
further defined in, and is subject to extension and/or acceleration in accordance with, the Loan
Agreement pursuant to which this Promissory Note (hereinafter, the “Note”) has been issued.



2. Loan Agreement.




     This Note is issued pursuant to the terms, provisions and conditions of an agreement captioned
“Amended and Restated Loan Agreement” (hereinafter, as the same may be modified, amended or
restated from time to time, the “Loan Agreement”) dated as October 21, 2008 among Borrower, Lender,
and the other financial institutions named therein (the Lender and such other institutions, the
“Lenders”) and KeyBank, National Association, as Agent (hereinafter, the “Agent”) and evidences the
Loan and Loan Advances made by or on behalf of the Lender pursuant thereto. Capitalized terms used
herein which are not otherwise specifically defined shall have the same meaning herein as in the
Loan Agreement. This Note is one of several Notes executed and delivered by the Borrower to the
Lenders in accordance with the terms and provisions of the Loan Agreement.



3. Acceleration; Event of Default.




     At the option of the Agent, subject to the terms of the Loan Agreement, this Note and the
indebtedness evidenced hereby shall become immediately due and payable without further notice or
demand, and notwithstanding any prior waiver of any breach or default, or other indulgence, upon
the occurrence of an Event of Default. Upon the occurrence and during the continuance of an Event
of Default, Agent shall have, in addition to any rights and remedies contained herein, any and all
rights and remedies set forth in the Loan Agreement or any other Loan Document.



EC-1









 





4. Certain Waivers, Consents and Agreements.




     Each and every party liable hereon, or for the indebtedness evidenced hereby, whether as
maker, endorser, guarantor, surety or otherwise hereby: (a) waives presentment, demand, protest,
suretyship defenses and defenses in the nature thereof; (b) waives any defenses based upon, and
specifically assents to, any and all extensions and postponements of the time for payment, changes
in terms and conditions and all other indulgences and forbearances which may be granted by the
Agent or the holder to any party now or hereafter liable hereunder or for the indebtedness
evidenced hereby; (c) agrees to any substitution, exchange, release, surrender or other delivery of
any security or collateral now or hereafter held hereunder or in connection with the Loan
Agreement, or any of the other Loan Documents, and to the addition or release of any other party or
person primarily or secondarily liable; (d) agrees that if any security or collateral given to
secure this Note or the indebtedness evidenced hereby or to secure any of the obligations set forth
or referred to in the Loan Agreement, or any of the other Loan Documents, shall be found to be
unenforceable in full or to any extent, or if Agent or any other party shall fail to duly perfect
or protect such collateral, the same shall not relieve or release any party liable hereon or
thereon nor vitiate any other security or collateral given for any obligations evidenced hereby or
thereby; (e) agrees to pay all costs and expenses actually incurred by Agent and Lenders or any
other holder of this Note in connection with the indebtedness evidenced hereby pursuant to the Loan
Agreement, including, without limitation, all reasonable attorneys’ fees and costs, for the
implementation of the Loan, the collection of the indebtedness evidenced hereby and the enforcement
of rights and remedies hereunder or under the other Loan Documents, whether or not suit is
instituted; and (f) consents to all of the terms and conditions contained in this Note, the Loan
Agreement, the Mortgage, the Assignment of Leases and Rents, and all other instruments now or
hereafter executed evidencing or governing all or any portion of the security or collateral for
this Note and for such Loan Agreement, or any one or more of the other Loan Documents.



5. Delay Not A Bar.




     No delay or omission on the part of the Agent or the holder in exercising any right hereunder
or any right under any instrument or agreement now or hereafter executed in connection herewith, or
any agreement or instrument which is given or may be given to secure the indebtedness evidenced
hereby or by the Loan Agreement, or any other agreement now or hereafter executed in connection
herewith or therewith shall operate as a waiver of any such right or of any other right of such
holder, nor shall any delay, omission or waiver on any one occasion be deemed to be a bar to or
waiver of the same or of any other right on any future occasion.



6. Partial Invalidity.




     The invalidity or unenforceability of any provision hereof, of the Loan Agreement, of the
other Loan Documents, or of any other instrument, agreement or document now or hereafter executed
in connection with the Loan made pursuant hereto and thereto shall not impair or vitiate any other
provision of any of such instruments, agreements and documents, all of which provisions shall be
enforceable to the fullest extent now or hereafter permitted by law.



EC-2









 





7. Compliance With Usury Laws.




     All agreements among Borrower, Guarantor, Agent and Lenders are hereby expressly limited so
that in no contingency or event whatsoever, whether by reason of acceleration of maturity of the
indebtedness evidenced hereby or otherwise, shall the amount paid or agreed to be paid to Agent or
Lenders for the use or the forbearance of the indebtedness evidenced hereby exceed the maximum
permissible under applicable law. As used herein, the term “applicable law”, shall mean the law in
effect as of the date hereof, provided, however, that in the event there is a
change in the law which results in a higher permissible rate of interest, then this Note shall be
governed by such new law as of its effective date. In this regard, it is expressly agreed that it
is the intent of Borrower, Agent and Lenders in the execution, delivery and acceptance of this Note
to contract in strict compliance with the laws of the State of New York from time to time in
effect. If, under or from any circumstances whatsoever, fulfillment of any provision hereof or of
any of the Loan Documents or the Security Documents at the time performance of such provision shall
be due, shall involve transcending the limit of validity prescribed by applicable law, then the
obligation to be fulfilled shall automatically be reduced to the limit of such validity, and if
under or from any circumstances whatsoever Agent or Lenders should ever receive as interest an
amount which would exceed the highest lawful rate, such amount which would be excessive interest
shall be applied to the reduction of the principal balance evidenced hereby and not to the payment
of interest. This provision shall control every other provision of all agreements among Borrower,
the Guarantor, Agent and Lenders.



8. Use of Proceeds.




     All proceeds of the Loan shall be used solely for the purposes more particularly provided for
and limited by the Loan Agreement.



9. Security.




     This Note is secured by the Collateral as set forth in the Loan Agreement. The Collateral for
this Note may be held by the Agent, on behalf of the Lender and the other Lenders.



10. Notices.




     Any notices given with respect to this Note shall be given in the manner provided for in the
Loan Agreement.



11. Governing Law and Consent to Jurisdiction.




     11.1 Substantial Relationship. It is understood and agreed that all of the Loan
Documents were 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.



     11.2 Place of Delivery. Borrower agrees to furnish to Lender at Lender’s office in
Boston, Massachusetts, all further instruments, certifications and documents to be furnished
hereunder, if any.



EC-3









 





     11.3 Governing Law. This Note and each of the other Loan Documents, except as
otherwise provided in Section 11.4, shall in all respects be governed, construed, applied and
enforced in accordance with the internal laws of the State of New York without regard to principles
of conflicts of law, except insofar as formation of the Borrower under Delaware law requires
Delaware law to apply with respect to matters of authorization to enter into the transaction
contemplated by this Note.



     11.4 Exceptions. Notwithstanding the foregoing choice of law:




     (a) the procedures governing the enforcement by Agent and each of the Lenders of its
foreclosure and other remedies against Borrower under the Security Documents and under the
other Loan Documents with respect to each Collateral Property, including by way of
illustration, but not in limitation, actions for foreclosure, for injunctive relief or for
the appointment of a receiver, shall be governed by the laws of the State in which such
Collateral Property is located;




     (b) Agent and each of the Lenders shall comply with the applicable law of the State in
which such Collateral Property is located 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 situated in such State; and




     (c) provisions of Federal law and the law of such State shall apply in defining the
terms Hazardous Materials, Environmental Legal Requirements and Legal Requirements
applicable to each Collateral Property as such terms are used in the Loan Agreement, the
Environmental Indemnity and the other Loan Documents.


Nothing contained herein or any other provisions of the Loan Documents shall be construed to
provide that the substantive laws of any other State shall apply to any parties’ rights and
obligations under any of the Loan Documents, which, except as expressly provided in clauses (A),
(B) and (C) of this Section 11.4, are and shall continue to be governed by the substantive law of
State of New York. In addition, the fact that portions of the Loan Documents may include
provisions drafted to conform to the law of any other State is not intended, nor shall it be
deemed, in any way, to derogate the parties’ choice of law as set forth or referred to in this
Note, the Loan Agreement or in the other Loan Documents. The parties further agree that the Agent
may enforce its rights under the Loan Documents including, but not limited to, its rights to sue
the Borrower or to collect any outstanding indebtedness in accordance with applicable law




     11.5 Consent to Jurisdiction. THE BORROWER AGREES THAT ANY SUIT FOR THE ENFORCEMENT
OF THIS NOTE OR ANY OF THE OTHER LOAN DOCUMENTS MAY BE BROUGHT IN ANY COURT LOCATED IN THE FIRST
DEPARTMENT OF THE NEW YORK STATE UNIFIED COURT SYSTEM OR FEDERAL COURT LOCATED WITHIN THE SOUTHERN
DISTRICT OF THE STATE OF NEW YORK AND CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND
THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWER BY MAIL AT THE ADDRESS
SPECIFIED IN THE LOAN AGREEMENT. THE BORROWER HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR
HEREAFTER HAVE TO THE



EC-4









 




VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT
COURT.




12. Waiver of Jury Trial.




     BORROWER, AGENT AND LENDERS MUTUALLY 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 NOTE 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, INCLUDING, WITHOUT LIMITATION, ANY COURSE OF CONDUCT, COURSE OF DEALINGS,
STATEMENTS OR ACTIONS OF AGENT OR ANY LENDER RELATING TO THE ADMINISTRATION OF THE LOAN OR
ENFORCEMENT OF THE LOAN DOCUMENTS, AND AGREE THAT NEITHER PARTY 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, BORROWER 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. BORROWER 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 CONSTITUTES A MATERIAL
INDUCEMENT FOR LENDER TO ACCEPT THIS NOTE AND MAKE THE LOAN.



13. No Oral Change.




     This Note and 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 in accordance with
the terms and conditions of the Loan Agreement. In no event shall any oral agreements, promises,
actions, inactions, knowledge, course of conduct, course of dealing, or the like be effective to
amend, terminate, extend or otherwise modify this Note or any of the other Loan Documents.



14. Rights of the Agent and Holder.




     This Note, and the rights and remedies provided for herein, may be enforced by Agent, the
holder, or any subsequent holder hereof. Wherever the context permits, each reference to the term
“holder” herein shall mean and refer to Agent, the holder, or the then subsequent holder of this
Note.



15. Right to Pledge.




     Lender may at any time pledge all or any portion of its rights under the Loan Documents
including any portion of this Note to any of the twelve (12) Federal Reserve Banks organized



EC-5









 




under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or
enforcement thereof shall release Lender from its obligations under any of the Loan Documents.




16. Setoff.




     The terms and provisions of Article 12 of the Loan Agreement are incorporated herein by
reference.



[Remainder of page left intentionally blank]





EC-6











 





     IN WITNESS WHEREOF, Borrower has caused this Note to be duly executed as of the date set forth
above as a sealed instrument.



	 	 	 	 	 	 	 	 	 
	Witness:	 	BORROWER:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CEDAR SHOPPING CENTERS PARTNERSHIP,	 	 
	 	 	L.P., a Delaware limited partnership	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Cedar Shopping Centers, Inc., its general
partnership	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





EC-7









 





EXHIBIT D TO LOAN AGREEMENT




AUTHORIZED REPRESENTATIVES





	1.	 	Leo S. Ullman, President of Cedar Shopping Centers, Inc.
	 
	2.	 	Brenda J. Walker, Vice President of Cedar Shopping Centers, Inc.
	 
	3.	 	Lawrence E, Kreider, Jr., Chief Financial Officer of Cedar Shopping Centers, Inc.





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EXHIBIT E TO LOAN AGREEMENT




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, if applicable,
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) to the extent that the Collateral Property has tenants paying rent under executed
leases, 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) while any construction is pending, insurance covering those risks required to be
covered by any contractor, or another contractor or sub-contractor, under any applicable
plans and specifications, construction contracts, or any other construction documents;




     (vii) errors and omissions or similar coverages from any applicable architect and
consulting engineers; and




     (viii) 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.



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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 collateral property 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:




     (i) 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




     (ii) 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




     (iii) 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.



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     (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:


KeyBank, National Association

225 Franklin Street

Boston, Massachusetts 02110

Attention:     Central Insurance Unit




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EXHIBIT F TO LOAN AGREEMENT




OWNERSHIP INTERESTS AND TAXPAYER IDENTIFICATION NUMBERS




	 	 	 	 	 
	 	 	 	 	Tax Identification
	Entity Name	 	Partners/Members	 	Number
	Cedar-Trexler Plaza 2, LLC
	 	Cedar Shopping Centers Partnership, L.P.	 	20-5065081
	Cedar Lake Raystown, LLC
	 	Cedar Shopping Centers Partnership, L.P.	 	20-1158059
	Cedar-Clock Tower, LLC
	 	Cedar Shopping Centers Partnership, L.P.	 	20-5518103
	Cedar Carbondale, LLC
	 	Cedar Shopping Centers Partnership, L.P.	 	20-0927694






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EXHIBIT G TO LOAN AGREEMENT




COMPLIANCE CERTIFICATE




TO: The Administrative Agent and Lenders party to the Loan Agreement Described Below




     This Compliance Certificate is furnished pursuant to that certain Amended and Restated Loan
Agreement dated as of October 21, 2008 (as amended, the “Loan Agreement”), among Cedar Shopping
Centers Partnership, L.P. (“Borrower”), KeyBank, National Association and the Lenders identified
therein. Unless otherwise defined herein, capitalized terms used in this Compliance Certificate
have the meanings ascribed thereto in the Loan Agreement.



     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 Loan 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 examinations described in paragraph 2 did not disclose, and I have no knowledge of, the
existence of any condition or event which constitutes an Event of Default or an event which, with
notice or the passage of time or both, would constitute 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. Schedule 1 attached hereto sets forth financial data and computations at and for
the period ending                      evidencing the Borrower’s compliance with certain covenants of the
Loan Agreement, except as set forth below, all of which data and computations are true, complete
and correct in all material respects to my knowledge.



     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:



      




      




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     IN WITNESS WHEREOF, the undersigned has executed this Certificate as of this ___day of
                    , 200___.



	 	 	 	 	 	 	 	 	 
	 	 	CEDAR SHOPPING CENTERS PARTNERSHIP,	 	 
	 	 	L.P., a Delaware limited partnership	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Cedar Shopping Centers, Inc., its general	 	 
	 	 	 	 	partnership	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 






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Schedule 1 to Compliance Certificate




	 	 	 	 	 
	Covenant	 	Requirement	 	Actual
	Leverage Ratio

	 	Less than 70%
	 	 
	 
	 	 	 	 
	Fixed Charge Ratio

	 	Not less than 1.35:1	 	 
	 
	 	 	 	 
	Borrower’s Net Worth

	 	Not less than the aggregate of
$536,025,018.00 plus 85% of
cumulative net cash proceeds,
as set forth in the Loan
Agreement	 	 
	 
	 	 	 	 
	Aggregate Pro Rata amount of
the Variable Rate
Indebtedness of the
Consolidated CSC Entities
and the Unconsolidated CSC
Entities

	 	Less than 30% of the Total
Asset Value	 	 
	 
	 	 	 	 
	Individual Property secured
Debt of the Borrower, CSC or
any Borrower Subsidiary
which is recourse to the
Borrower or CSC

	 	In the aggregate outstanding
at any time, not to exceed
twenty five percent (25%) of
the Total Asset Value
(excluding the Obligations)	 	 
	 
	 	 	 	 
	The Pro Rata share of
Investments in Development
Assets (valued at
undepreciated Book Value)

	 	In the aggregate, not to
exceed twenty five percent
(25%) of Total Asset Value	 	 
	 
	 	 	 	 
	The Pro Rata share of
Investments in Land Assets
which are valued at Book
Value

	 	In the aggregate, not to
exceed ten percent (10%) of
Total Asset Value	 	 
	 
	 	 	 	 
	The Pro Rata share of
Investments in Non-Retail
Assets

	 	In the aggregate, not to
exceed five percent (5%) of
Total Asset Value	 	 






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EXHIBIT H TO LOAN AGREEMENT




ASSIGNMENT AND ACCEPTANCE




     This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective
Date set forth below and is entered into by and between [the][each Assignor] identified in item 1
below [the][each, an] “Assignor”) and [the][each] 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] hereunder are several and not joint.] Capitalized terms used but not
defined herein shall have the meanings given to them in the Credit Agreement identified below (the
“Credit 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 (the “Standard Terms and
Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this
Assignment and Acceptance 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 Credit 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 Credit 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 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 Credit 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 provided in
this Assignment and Acceptance, without representation or warranty by [the][any] Assignor.



	 	 	 	 	 	 	 
	1.

	 	Assignor[s]:
	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Assignee[s]:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 
	[for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]]
	 
	 	 	 	 	 	 
	2.

	 	Borrower:
	 	Cedar Shopping Centers Partnership, L.P.






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     3. Administrative Agent: KeyBank, National Association, as the administrative agent
under the Credit Agreement



     4. Credit Agreement: Amended and Restated Loan Agreement, dated as of October 21,
2008, as amended, among Cedar Shopping Centers Partnership, L.P., the Lenders from time to time
party thereto, and KEYBANK, NATIONAL ASSOCIATION.



     5. Assigned Interest[s]:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Aggregate	 	 	 	 	 	 
	 

	 	 	 	 	 	Amount of the
	 	 	 	Percentage	 	 
	 

	 	 	 	 	 	Commitment/
	 	Amount of
	 	Assigned of	 	 
	 

	 	 	 	Facility
	 	Loans for all
	 	Commitment/
	 	Commitment/
	 	CUSIP
	Assignor[s]

	 	Assignee[s]
	 	Assigned
	 	Lenders
	 	Loans Assigned
	 	Loans
	 	Number
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 





     6. Trade Date:                                         , 200        .



     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 Acceptance are hereby agreed to:



	 	 	 	 	 
	 	ASSIGNOR:

[NAME OF ASSIGNOR]

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	 	 
	 
	 	ASSIGNEE:

[NAME OF ASSIGNEE]

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	 	 



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ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE




STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ACCEPTANCE





     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
Acceptance 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 Credit 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
Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the
Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 13.3.1 of the
Credit Agreement (subject to such consents, if any, as may be required under Section 13.3.1 of the
Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of
the Credit 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, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit
Agreement, and has received or has been accorded the opportunity to receive copies of the most
recent financial statements delivered pursuant to Section 7.2 thereof, 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 Acceptance and to purchase [the][such] Assigned
Interest, (iv) 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 it own credit
analysis and decision to enter into this Assignment and Acceptance 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 Credit 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



EH-3









 







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 Acceptance shall be binding upon, and
inure to the benefit of, the parties hereto and their respective successors and assigns. This
Assignment and Acceptance 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 Acceptance by telecopy shall be effective as delivery of a manually executed
counterpart of this Assignment and Acceptance. This Assignment and Acceptance shall be governed
by, and construed in accordance with, the law of the State of New York.




EH-4









 








EXHIBIT I TO LOAN AGREEMENT




LENDERS’ COMMITMENT




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Commitment	 
	Lender	 	Commitment Amount	 	 	Percentage	 
	KEYBANK, NATIONAL
ASSOCIATION
	 	$	32,500,000.00	 	 	 	21.66667	%
	MANUFACTURERS AND TRADERS TRUST COMPANY
	 	$	27,500,000.00	 	 	 	18.33334	%
	TD BANK, N.A.
	 	$	25,000,000.00	 	 	 	16.66666	%
	REGIONS BANK
	 	$	25,000,000.00	 	 	 	16.66666	%
	CITIZENS BANK OF
PENNSYLVANIA
	 	$	20,000,000.00	 	 	 	13.33333	%
	RAYMOND JAMES BANK, FSB
	 	$	10,000,000.00	 	 	 	6.66667	%
	TRISTATE CAPITAL BANK
	 	$	10,000,000.00	 	 	 	6.66667	%
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	TOTAL
	 	$	150,000,000.00	 	 	 	100	%







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EXHIBIT J TO LOAN AGREEMENT




	 	 	 
	Borrowing Base Property	 	 
	Trexlertown Plaza

	 	Received 8/20/08;$77,650,000.00 (as completed)
	 
	 	 
	Lake Raystown Shopping Center

	 	Received 8/20/08; $16,900,000.00
	 
	 	 
	Blue Mountain Commons

	 	Received 8/20/08; $42,400,000.00 ( as completed)
	 
	 	 
	Carbondale Plaza

	 	Received 8/20/08; $8,050,000.00






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EXHIBIT EC




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 an 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, KeyBank, National Association, a national banking association having an address at
225 Franklin Street, Boston, Massachusetts 02110, as agent (hereinafter, the “Agent”) on
behalf of itself and certain other lenders (hereinafter, individually and collectively referred to
as the “Lender” or “Lenders”), has established a loan arrangement (hereinafter, the
“Loan Arrangement”) with Cedar Shopping Centers Partnership, L.P., a Delaware limited
partnership having an address at c/o Cedar Shopping Centers, Inc., 44 South Bayles Avenue, Suite
304, Port Washington, New York 11050 (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, the Loan Agreement contemplates the addition of Collateral properties and Borrowing
Base Properties (as such terms are defined in the Loan Agreement);



     WHEREAS, the Agent, Borrower, and the Lender desire to add the Tenant’s interest in the
Premises to the Collateral Properties and the Borrowing Base Properties (the “Transaction”);



     WHEREAS, as a prior condition to the Transaction, 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 Leasehold



EEC-1









 







Mortgage and Security Agreement dated as of                     , 2008 (hereinafter, with any
extensions, modifications and amendments, the “Leasehold Mortgage”);



     WHEREAS, as a further condition to establishing the Transaction, 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 Transaction 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 the Landlord is the owner of the fee simple estate
in the Premises and 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.	 	Upon the recording of the Security Instrument, the Landlord hereby:






	 	5.1	 	recognizes Agent, and any successor, assignee or transferee of the Agent, as a
“leasehold mortgagee"( as defined/described in the Lease), and 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,




EEC-2









 






	 	 	 	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




EEC-3









 






	 	 	 	Agent’s expense, any physical damage to the Premises caused by said removal; and
	 
	 	6.5	 	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.




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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:



                                                            




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Attention:                                         



With a copy to:



                                                            



                                                            



                                                            



Attention:                                         



If to the Agent:



KeyBank, National Association

225 Franklin Street, 18th Floor

Boston, Massachusetts 02110

Attention: Gregory W. Lane



With a copy to:



Riemer & Braunstein LLP

Three Center Plaza

Boston, Massachusetts 02108

Attn: Kevin J. Lyons, Esquire



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, substantially similar in form and substance to this Estoppel Certificate, 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.





[The balance of this page is intentionally left blank]




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     It is intended that this Estoppel Certificate take effect as a sealed instrument as of this
      day of                     , 200     .



	 	 	 	 	 	 	 
	 	 	LANDLORD:	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	TENANT:	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	AGENT:	 	 
	 
	 	 	 	 	 	 
	 	 	KEYBANK, NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 






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EXHIBIT A




Premises




(See Attached)




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EXHIBIT B




Lease




(See Attached)




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EXHIBIT C




Encumbrances




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SCHEUDLE 6.14.2(i) TO LOAN AGREEMENT




	 	 	 
	Borrowing Base Property	 	Fee or Leasehold Estate Interest
	Trexlertown Plaza

	 	Fee Interest
	Lake Raystown Shopping Center

	 	Fee Interest
	Blue Mountain Commons

	 	Fee Interest
	Carbondale Plaza

	 	Fee Interest






S-1









 






Rights of First Refusal




NONE




S-2









 





SCHEDULE 6.14.4(ii)




NONE




S-3









 





SCHEDULE 6.14.4(iii)




NONE




S-4









 





SCHEDULE 6.14.4(iv)




NONE




S-5









 





SCHEDULE 6.14.5




	 	 	 
	 	 	Affiliated with an
	Ground Lessor(s)	 	Affiliate of a Loan Party?
	None
	 	 







S-6









 








SCHEDULE CF




CEDAR SHOPPING CENTERS, INC.

Projected Operating Budget

Funds From Operations (“FFO”) and Adjusted Funds From Operations (Cash Flow — “AFFO”)

Year Ending March 31, 2009

(unaudited)




	 	 	 	 	 
	 	 	Consolidated	 
	 	 	totals	 
	Revenues:
	 	 	 	 
	Rent
	 	$	142,053,000	 
	Expense recoveries
	 	 	33,163,000	 
	Other
	 	 	559,000	 
	 
	 	 	 
	Total revenues
	 	 	175,775,000	 
	 
	 	 	 
	 
	 	 	 	 
	Expenses:
	 	 	 	 
	Operating, maintenance and management
	 	 	28,714,000	 
	Real estate and other property-related taxes
	 	 	18,907,000	 
	General and administrative
	 	 	8,766,000	 
	Interest expense (including amortization of deferred financing costs)
	 	 	47,334,000	 
	Depreciation and amortization
	 	 	46,772,000	 
	Interest income and income from unconsolidated joint venture
	 	 	(1,525,000	)
	 
	 	 	 
	Total expenses
	 	 	148,968,000	 
	 
	 	 	 
	 
	 	 	 	 
	Income before minority and limited partners’ interests
	 	 	26,807,000	 
	 
	 	 	 	 
	Minority interests
	 	 	(2,159,000	)
	Limited partners’ interest
	 	 	(666,000	)
	 
	 	 	 
	 
	 	 	 	 
	Net income
	 	 	23,982,000	 
	 
	 	 	 	 
	Preferred stock distribution requirements
	 	 	(7,877,000	)
	 
	 	 	 
	 
	 	 	 	 
	Net income applicable to common shareholders
	 	 	16,105,000	 
	Add/deduct:
	 	 	 	 
	Real estate depreciation and amortization
	 	 	46,502,000	 
	Limited partners’ interest
	 	 	666,000	 
	Minority interests
	 	 	2,159,000	 
	Minority interests’ share of FFO
	 	 	(5,993,000	)
	Equity in income of unconsolidated joint venture
	 	 	(891,000	)
	FFO from unconsolidated joint venture
	 	 	1,264,000	 
	 
	 	 	 	 
	 
	 	 	 
	FFO
	 	 	59,812,000	 
	Add/deduct:
	 	 	 	 
	Pro rata share of straight-line rents
	 	 	(2,384,000	)






SCF-1









 






	 	 	 	 	 
	 	 	Consolidated	 
	 	 	totals	 
	Pro rata share of amortization of intangible lease liabilities
	 	 	(13,166,000	)
	Pro rata share of cap-x @ $0.55/sq.ft/year (excluding
development/redevelopment properties)
	 	 	(5,431,000	)
	Pro rata share of scheduled debt amortization payments
	 	 	(6,766,000	)
	Non-real estate depreciation and amortization
	 	 	1,882,000	 
	 
	 	 	 
	AFFO (Cash Flow)
	 	$	33,947,000	 
	 
	 	 	 







SCF-2