exv10w1



 





EXHIBIT 10.1




AGREEMENT REGARDING PURCHASE OF PARTNERSHIP INTERESTS




BY AND BETWEEN




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




AND




HOMBURG HOLDINGS (U.S.) INC., as purchaser




Dated as of March 26, 2007




Premises:




	 	 	 
	Pennsboro Commons

	 	Spring Meadow
	Enola, PA

	 	Wyomissing, PA
	 
	 	 
	Fieldstone Marketplace

	 	Ayr Town Center
	New Bedford, MA

	 	McConnellsburg, PA
	 
	 	 
	Stone Hedge Square

	 	Aston Center
	Carlisle, PA

	 	Aston, PA
	 
	 	 
	Meadows Marketplace

	 	Scott Town Center
	Hershey, PA

	 	Bloomsburg, PA
	 
	 	 
	 

	 	Parkway Plaza
	 

	 	Mechanicsburg, PA







 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	1. Certain Definitions
	 	 	2	 
	 
	2. Conversions and Formations; Consideration; Rental Income Shortfall Amount
	 	 	10	 
	 
	3. Deposit
	 	 	12	 
	 
	4. Closing
	 	 	12	 
	 
	5. Closing Costs
	 	 	13	 
	 
	6. Due Diligence Reviews
	 	 	16	 
	 
	7. Indemnification
	 	 	18	 
	 
	8. Property Information and Confidentiality
	 	 	18	 
	 
	9. Termination Right
	 	 	20	 
	 
	10. Lender Approval
	 	 	21	 
	 
	11. Representations and Warranties of Cedar
	 	 	23	 
	 
	12. Representations and Warranties of Homburg
	 	 	31	 
	 
	13.
Investment Representations, Etc.
	 	 	32	 
	 
	14. Interim Covenants of Cedar
	 	 	33	 
	 
	15. Deliveries to be made on the Closing Date
	 	 	36	 
	 
	16. Conditions to the Closings
	 	 	38	 
	 
	17. Apportionments
	 	 	39	 
	 
	18. Condemnation or Destruction of the Properties
	 	 	41	 
	 
	19. Release
	 	 	42	 
	 
	20. Brokers
	 	 	43	 
	 
	21. Limitation of Liability
	 	 	43	 
	 
	22. Remedies For Default and Disposition of the Deposit
	 	 	43	 
	 
	23. Title Reviews
	 	 	45	 






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	 	 	Page	 
	24. Notices
	 	 	46	 
	 
	25. Amendments
	 	 	48	 
	 
	26. Governing Law; Jurisdiction; Construction
	 	 	48	 
	 
	27. Partial Invalidity
	 	 	49	 
	 
	28. Counterparts
	 	 	49	 
	 
	29. No Third Party Beneficiaries
	 	 	49	 
	 
	30. Waiver
	 	 	49	 
	 
	31. Assignment
	 	 	49	 
	 
	32. Binding Effect
	 	 	49	 
	 
	33. Entire Agreement
	 	 	49	 
	 
	34. Further Assurances
	 	 	50	 
	 
	35. Paragraph Headings
	 	 	50	 
	 
	36. Waiver of Trial by Jury
	 	 	50	 
	 
	37. Litigation Costs
	 	 	50	 
	 
	38. Currency
	 	 	50	 
	 
	39. Contract Transactions
	 	 	50	 
	 
	40. Board Consent
	 	 	51	 
	 
	41. Review of Form of Amended and Restated Partnership Agreement
	 	 	51	 
	 
	42. Marketing Fee
	 	 	51	 
	 
	43. Press Releases
	 	 	52	 






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EXHIBITS




	 	 	 
	A-1 – A-9:

	 	Land
	B:

	 	Form of Amended and Restated Limited Partnership Agreement
	C-1 – C-2:

	 	Pre-Homburg Property Owner Agreements
	D:

	 	Form of Management Agreement
	E:

	 	Allotted Consideration
	F:

	 	Form of Escrow Agreement
	G:

	 	Form of Assignment and Assumption Agreement
	H:

	 	Form of Title Affidavit
	I:

	 	Deposit Allocation






SCHEDULES




1: Property Owners

2: Service Contracts

3: Leases

4: Tenant Improvements

5: Litigation

6: Current Loan Documents

7: Base Rental Income

8: Material Tenant Defaults





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AGREEMENT REGARDING PURCHASE OF PARTNERSHIP INTERESTS




     AGREEMENT REGARDING PURCHASE OF PARTNERSHIP INTERESTS (this “Agreement”), made as of the 26th
day of March, 2007, by and between CEDAR SHOPPING CENTERS PARTNERSHIP, L.P., a Delaware limited
partnership (“Cedar”) and HOMBURG HOLDINGS (U.S.) INC., a Colorado corporation (“Homburg”).



W I T N E S S E T H :




     WHEREAS, each Existing Cedar Property Owner (as hereinafter defined) owns a one hundred
percent (100%) fee simple interest in the applicable Existing Cedar Property (as hereinafter
defined), as more particularly set forth on Schedule 1 attached hereto;



     WHEREAS, Cedar directly or indirectly owns and controls each of the Existing Cedar Property
Owners;



     WHEREAS, pursuant to the applicable Purchase Contracts (as hereinafter defined), Cedar is
under contract to purchase the Contract Properties in accordance with the respective terms and
conditions set forth therein;



     WHEREAS, subject to the terms of Section 2(a) of this Agreement, prior to the applicable
Closing Date (as hereinafter defined), at the request of Homburg, Cedar has agreed to (a) cause the
Conversion of each of the Existing Cedar Property Owners and (b) form the Contract Property Owners
(as hereinafter defined) as limited partnerships for purposes of taking title to the applicable
Contract Properties in accordance with the terms of the applicable Purchase Contracts (each, a
“Formation” and collectively, the “Formations”). Each Existing Cedar Property Owner (after the
applicable Conversion) and each Contract Property Owner (once formed) shall be comprised of (x)
Cedar, or its wholly-owned subsidiary limited liability company, as determined by Cedar, having a
ninety-nine percent (99%) limited partnership interest and (y) a Cedar GP (as hereinafter defined)
having a one percent (1%) general partnership interest;



     WHEREAS, in exchange for the Consideration (as hereinafter defined) and subject to the terms
and conditions hereinafter set forth, on the applicable Closing Date, Cedar has agreed to transfer
eighty percent (80%) of the aggregate limited partnership interests in each Property Owner (the
“Interests”) to Homburg in accordance with the terms of this Agreement, and in each such case, the
respective Percentage Interests (as hereinafter defined) of Cedar shall be adjusted as provided
herein;



     WHEREAS, subject to the terms and conditions hereinafter set forth, Homburg has agreed to pay
the Allotted Consideration (as hereinafter defined) in exchange for the Interests on the applicable
Closing Date, and thereby receive its respective Percentage Interest in each of the Property
Owners; and



     WHEREAS, from and after the applicable Closing, Homburg may elect pursuant to the terms and
provisions of the applicable Amended and Restated Partnership Agreement to assign up to seventy
five percent (75%) of the Interests (i.e. sixty percent (60%) of the aggregate partnership
interests) in each Property Owner to a Delaware limited partnership (“HP”)



 









 







comprised of one or more Non-U.S. Persons as limited partners and HPBV (as hereinafter
defined) or an affiliate thereof, as general partner, as more particularly set forth in the
applicable Amended and Restated Partnership Agreement (the “Syndication”).



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



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



          Additional Title Objections: As defined in Section 23(b).




          Agreement: As defined in the Preamble.




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




          Allotted Deposit: As defined in Section 3.




          Amended and Restated Partnership Agreement(s): Collectively or singularly, as
applicable, the Amended and Restated Limited Partnership Agreement of each of the Property Owners,
to be entered into by and among the applicable Cedar Partners and Homburg, in substantially the
form attached hereto as Exhibit B.




          Assignment and Assumption Agreement: As defined in Section 15(a).




          Assumption Consents: As defined in Section 10(c).




          Aston Center Loan: As defined in Section 11(a).




          Aston Center Loan Documents: As defined in Section 11(a).




          Ayr Town Center Loan: As defined in Section 11(a).




          Ayr Town Center Loan Documents: As defined in Section 11(a).




          Base Rental Income: As defined in Section 2(d).




          Board Consent: As defined in Section 40.




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




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




          Cedar: As defined in the Preamble.




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          Cedar Deliveries: As defined in Section 15(a).




          Cedar GP(s): Affiliate(s) of Cedar designated by Cedar to serve as the general
partner of each Property Owner following the Conversions and Formations, as applicable.




          Cedar Partners: With respect to each Property Owner, (x) the applicable Cedar GP and
(y) Cedar, or its wholly-owned subsidiary limited liability company, as determined by Cedar.




          Cedar Related Parties: Cedar and any agent, advisor, representative, affiliate,
employee, director, partner, member, beneficiary, investor, servant, shareholder, trustee or other
person or entity acting on Cedar’s behalf or otherwise related to or affiliated with Cedar.




          Closing: The closing of a Transaction contemplated hereby.




          Closing Date: As defined in Section 4.




          Closing Date Rental Income: As defined in Section 2(d).




          Closing Date Representations: As defined in Section 15(a).




          Commission: The United States Securities and Exchange Commission.




          Consent Deadline: As defined in Section 40.




          Consideration: As defined in Section 2(c).




          Contract Properties: Collectively or individually, as applicable, the following
Properties: (i) Spring Meadow Shopping Center, located in Wyomissing, Pennsylvania; (ii) Ayr Town
Center, located in McConnellsburg, Pennsylvania; (iii) Aston Center, located in Aston,
Pennsylvania; (iv) Scott Town Center, located in Bloomsburg, Pennsylvania; and (v) Parkway Plaza,
located in Mechanicsburg, Pennsylvania.




          Contract Property Owners: Individually and collectively, as applicable, the
to-be-formed entities identified in Schedule 1 attached hereto, each as owner of the
Contract Property indicated opposite its name following the applicable Purchase Contract Closing;
provided, however, that the names of such entities may be modified, in the discretion of Cedar,
prior to such Purchase Contract Closing with notice thereof to Homburg. Notwithstanding the
foregoing, in the event that, pursuant to any amendment of the Purchase Contracts, Cedar shall
purchase all of the direct or indirect interests in one or more of the sellers under the Purchase
Contracts rather than purchase the fee interests in the applicable Contract Property(ies), then the
term “Contract Property Owners” (or “Property Owner” as and to the extent the context in which such
term is used describes one or more Contract Property Owners) as used throughout this Agreement,
including, but not limited to, Section 11(a) and Section 17 hereof, shall be deemed to mean the
applicable seller under the Purchase Contract from and after the date that Cedar shall have
acquired the beneficial interests therein at the applicable Purchase Contract Closing.




3









 





          Contract Transactions: Individually or collectively, as applicable, the Closing of
the transfer of the Interests related to one or more of the Contract Properties to Homburg in
accordance with the terms of this Agreement.




          Conversion: The conversion of an entity to a limited partnership.




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




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




          Current Loan Documents: Collectively, the Pennsboro Loan Documents, the Fieldstone
Marketplace Loan Documents, the Meadows Marketplace Loan Documents, the Aston Center Loan
Documents, the Ayr Town Center Loan Documents, the Scott Town Center Loan Documents and the Spring
Meadow Loan Documents.




          Current Loans: Collectively, the Pennsboro Loan, the Fieldstone Marketplace Loan, the
Meadows Marketplace Loan, the Aston Center Loan, the Ayr Town Center Loan, the Scott Town Center
Loan and the Spring Meadow Loan.




          Default Notice: As defined in Section 22(c).




          Defaulting Party: As defined in Section 22(c).




          Defeasance Notice: As defined in Section 10(d).




          Defeased Current Loan: As defined in Section 10(d).




          Deposit: As defined in Section 3.




          Due Diligence Period: As defined in Section 6.




          Equity Sale: As defined in Section 14(b).




          Equity Sale Amendment: As defined in Section 14(b).




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




          Existing Cedar Properties: Collectively or individually, as applicable, the following
Properties: (i) Pennsboro Commons, located in Enola, Pennsylvania, (ii) Fieldstone Marketplace,
located in New Bedford, Massachusetts, (iii) Stone Hedge Square, located in Carlisle, Pennsylvania
and (iv) Meadows Marketplace, located in Hershey, Pennsylvania.




4









 





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




          Existing Cedar Property Transactions: Individually or collectively, as applicable,
the Closing of the transfer of the Interests related to one or more of the Existing Cedar
Properties to Homburg in accordance with the terms of this Agreement.




          Extension Period: As defined in Section 10(b).




          Fieldstone Marketplace Loan: As defined in Section 11(a).




          Fieldstone Marketplace Loan Documents: As defined in Section 11(a).




          First Scheduled Closing Date: As defined in Section 4.




          Formation or Formations: As defined in the Recitals.




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




          HP: As defined in the Recitals.




          HPBV: Homburg Participaties B.V., a Netherlands limited liability company.




          Homburg: As defined in the Preamble.




          Homburg Deliveries: As defined in Section 15(b).




          Homburg Related Party: As defined in Section 15(a).




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




          Information: As defined in Section 8(e).




          Interests: As defined in the Recitals.




          Investigations: As defined in Section 6.




          Land: As applicable, that certain parcel of land located in (i) Enola, Pennsylvania,
(ii) New Bedford, Massachusetts, (iii) Carlisle, Pennsylvania, (iv) Hershey, Pennsylvania, (v)
Wyomissing, Pennsylvania, (vi) McConnellsburg, Pennsylvania, (vii) Aston, Pennsylvania, (viii)
Bloomsburg, Pennsylvania and (ix) Mechanicsburg, Pennsylvania, all as more particularly described
in Exhibits A-1 through A-9 hereof, respectively.




5









 





          Leases: With respect to each Property, (i) the leases described on Schedule 3
attached hereto and made a part hereof (collectively, the “Lease Exhibit”) with respect to such
Property, (ii) the leases entered into by any Property Owner in accordance with Section 14(a)
hereof and (iii) prior to any Purchase Contract Closing, the leases entered into by the seller
under the applicable Purchase Contract and, as and to the extent provided for in Section 14(a)
hereof, approved by Homburg in accordance with such Section 14(a).




          Loan Approval Deadline: As defined in Section 10(b).




          Loan Approvals: As defined in Section 10(a).




          Loan Estoppel Statement: As defined in Section 10(a).




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




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




          Mandatory Cure Item: As defined in Section 23(c).




          Marketing Fee: As defined in Section 42.




          Meadows Marketplace Loan: As defined in Section 11(a).




          Meadows Marketplace Loan Documents: As defined in Section 11(a).




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




          New Parkway Plaza Application: As defined in Section 14(d).




          New Parkway Plaza Loan: As defined in Section 14(d).




          New Parkway Plaza Loan Documents: As defined in Section 14(d).




          New Stone Hedge Application: As defined in Section 14(e).




          New Stone Hedge Loan: As defined in Section 14(e).




          New Stone Hedge Loan Documents: As defined in Section 14(e).




          Non-Defaulting Party: As defined in Section 22(c).




          Non-U.S. Person: A Person that is not a “U.S. Person” as defined in Regulation S of
the Securities Act of 1933, as amended.




6









 





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




          OFAC Lists: As defined in Section 12(a).




          Outside Closing Date: As defined in Section 4.




          Parkway Plaza Property: The Property known as Parkway Plaza, located in
Mechanicsburg, Pennsylvania.




          Pennsboro Loan: As defined in Section 11(a).




          Pennsboro Loan Documents: As defined in Section 11(a).




          Percentage Interest: The respective partnership interest of the Cedar Partners and
Homburg in the Property Owners from and after the applicable Closing Date as follows: (x) the
percentage interest of each Cedar GP shall be one percent (1%) and the percentage interest of Cedar
(or its wholly-owned subsidiary limited liability company, as determined by Cedar) shall be
nineteen percent (19%) and (y) the percentage interest of Homburg shall be eighty percent (80%).




          Permitted Exceptions: With respect to each Property (unless otherwise provided
herein): (i) any state of facts that an accurate survey may show; (ii) as applicable, subject to
the rights of Homburg pursuant to Section 10 hereof, any Current Loan Documents and, subject to any
approval rights of Homburg pursuant to Section 14 hereof, the New Parkway Plaza Loan Documents and
the New Stone Hedge Loan Documents; (iii) with respect to the Existing Cedar Properties, those
matters specifically set forth on Schedule B of the current Title Policy of the applicable Existing
Cedar Property Owner other than any Mandatory Cure Items (it being agreed, however, that the
classification of any mortgage, deed of trust, assignment of leases and rents, financing statement,
or other loan document set forth on Schedule B of a current Title Policy as a Permitted Exception
shall be governed by clause (ii) above); (iii) all laws, ordinances, rules and regulations of the
United States, the Commonwealth in which the Property is located, or any Governmental Authority, as
the same may now exist or may be hereafter modified, supplemented or promulgated; (iv) all
presently existing and future liens of real estate taxes or assessments and water rates, water
meter charges, water frontage charges and sewer taxes, rents and charges, if any, provided that
such items are not yet due and payable and are apportioned as provided in this Agreement; (v) any
other matter or thing affecting title to such Property that Homburg shall have agreed or be deemed
to have agreed to waive as a Title Objection or Additional Title Objection; (vi) all violations of
laws, ordinances, orders, requirements or regulations of any Governmental Authority and existing on
the applicable Closing Date, whether or not noted in the records of or issued by any Governmental
Authority; (vi) all utility easements and (vii) all other matters of record which do prohibit or
materially and adversely interfere with the present use or operation of the applicable Property, or
materially and adversely affect the value of the applicable Property.




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




7









 





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




          Pre-Homburg Property Owner Agreements: Prior to the respective Conversions, the
limited liability company agreement of each Existing Cedar Property Owner identified on Exhibit
C-1 attached hereto and following the respective Conversions and Formations but prior to the
applicable Closing Date, the limited partnership agreement of each Property Owner in substantially
the form attached hereto as Exhibit C-2; provided, however, that if a Purchase Contract
Closing shall close simultaneous with a Contract Closing hereunder, then no Pre-Homburg Property
Owner Agreement will have been executed in connection therewith (it being the intention of the
parties that the applicable Amended and Restated Partnership Agreement will be modified to reflect
the same as the initial partnership agreement of the applicable Property Owner).




          Property or Properties: Individually or collectively, as applicable, those certain
real properties commonly known as (i) Pennsboro Commons, located in Enola, Pennsylvania, (ii)
Fieldstone Marketplace, located in New Bedford, Massachusetts, (iii) Stone Hedge Square, located in
Carlisle, Pennsylvania, (iv) Meadows Marketplace, located in Hershey, Pennsylvania, (v) Spring
Meadow, located in Wyomissing, Pennsylvania, (vi) Ayr Town Center, located in McConnellsburg,
Pennsylvania, (vii) Aston Center, located in Aston, Pennsylvania, (viii) Scott Town Center, located
in Bloomsburg, Pennsylvania, and (ix) Parkway Plaza, located in Mechanicsburg, Pennsylvania, as
more particularly described in Exhibits A-1 through A-9 attached hereto, respectively,
together with all of the Buildings located or to be developed thereon, and also together with all
rights related thereto, including, without limitation, the Land, the Personal Property and all
easements for ingress, egress, parking, utility service and other appurtenances thereto.




          Property Owner or Property Owners: Individually or collectively, as applicable, the
Existing Cedar Property Owners and, after the applicable Purchase Contract Closings, the Contract
Property Owners.




          Purchase Contract or Purchase Contracts: Individually or collectively, as applicable,
that certain (i) Agreement for the Sale of Real Estate, dated as of December 11, 2006, made by and
between Cedar, as buyer, and Wyomissing Center, LLC, as seller, with respect to the Property known
as Spring Meadow, located in Wyomissing, Pennsylvania, (ii) Agreement for the Sale of Real Estate,
dated as of December 11, 2006, made by and between Cedar, as buyer, and McConnellsburg Center, LLC,
as seller, with respect to the Property known as Ayr Town Center, located in McConnellsburg,
Pennsylvania, (iii) Agreement for the Sale of Real Estate, dated as of December 11, 2006, made by
and between Cedar, as buyer, and Aston Center, LLC, as seller, with respect to the Property known
as Aston Center, located in Aston, Pennsylvania, (iv) Agreement for the Sale of Real Estate, dated
as of December 11, 2006, made by and between Cedar, as buyer, and Bloomsburg Center, LLC, as
seller, with respect to the Property known as Scott Town Center, located in Bloomsburg,
Pennsylvania, as amended by letter amendment dated January 8, 2007 and (v) Agreement for the Sale
of Real Estate, dated as of December 11, 2006, made by and between Cedar, as buyer, and Caldwell
Development, Inc.,




8









 




as seller, with respect to the Property known as Parkway Plaza, located in Mechanicsburg,
Pennsylvania, as amended by letter amendment dated January 8, 2007.




          Purchase Contract Closing: As defined in Section 6.




          Remaining Scheduled Closing Date(s): As defined in Section 4.




          Rental Income: With respect to each Property, the rental income generated pursuant to
the applicable Leases.




          Rental Income Shortfall Amount: As defined in Section 2(d).




          Scheduled Closing Date(s): As defined in Section 4.




          Scott Town Center Loan: As defined in Section 11(a).




          Scott Town Center Loan Documents: As defined in Section 11(a).




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




          Settlement Statement: As defined in Section 15(a).




          Service Contracts: With respect to each Property, (i) the contracts described on
Schedule 2 attached hereto and made a part hereof, (ii) Terminable Service Contracts, (iii)
contracts entered into by any Property Owner in accordance with Section 14 hereof and (iv) prior to
any Purchase Contract Closing, contracts entered into by the seller under the applicable Purchase
Contract.




          Spring Meadow Loan: As defined in Section 11(a).




          Spring Meadow Loan Documents: As defined in Section 11(a).




          Stone Hedge Line of Credit: The revolving line of credit from Bank of America
encumbering, inter alia, the Stone Hedge Property as of the date hereof.




          Stone Hedge Property: The Existing Cedar Property known as Stone Hedge Square,
located in Carlisle, Pennsylvania.




          Subject Interests: As defined in Section 10(b).




          Subject Lease: As defined in Section 2(d).




          Subject Property: As defined in Section 10(b).




          Subject Transaction(s): As defined in Section 10(b).




          Syndication: As defined in the Recitals.




9









 





          Tenant Estoppels: As defined in Section 14(f).




          Tenant Improvements: As defined in Section 17(f).




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




          Termination Notice: As defined in Section 9.




          Title
Company: LandAmerica Financial Group, Inc., Two Grand Central Tower 140 East 45th Street, 22nd Floor, New York, NY 10017, Attention: Robert Fitzgerald.




          Title Objections: As defined in Section 23(a).




          Title Reports: As defined in Section 23(a).




          Title Objection Letter: As defined in Section 23(a).




          Title Objection Response: As defined in Section 23(a).




          Transaction(s): Individually and collectively, as applicable, the Existing Cedar
Property Transactions and the Contract Transactions.




          Transfer Taxes: As defined in Section 5(a).




          Unpermitted Exception: As defined in Section 23(a).




          Update Certificate: As defined in Section 15(a).




     2. Conversions and Formations; Consideration; Rental Income Shortfall Amount.



          (a) Prior to the Closing of a Transaction, Cedar shall cause the Conversion or Formation, as
the case may be, of the applicable Property Owner to occur. Notwithstanding the foregoing, in the
event that Cedar shall purchase all of the direct or indirect interests in one or more of the
sellers under the Purchase Contracts pursuant to an Equity Sale Amendment (i.e. instead of
purchasing the fee interests in the applicable Contract Property(ies)), then in lieu of causing the
Formation of the applicable Property Owner, Cedar shall, contemporaneously with or subsequent to
the applicable Purchase Contract Closing but prior to the Closing of the applicable Contract
Transaction, cause the Conversion of the seller entity so acquired by Cedar.




          (b) On the Closing Date applicable to each Transaction, Cedar shall cause, as applicable, the
subject Interests to be transferred to Homburg. From and after the applicable Closing Date, no
Cedar Entity shall have any continuing obligations with respect to the subject Interests or
Properties as transferor or seller thereof other than as expressly provided in this Agreement.




10









 





          (c) The aggregate consideration payable by Homburg to Cedar on the Closing Dates for the
Interests shall be $135,560,000 (the “Consideration”) as allocated to each Property as set forth in
the applicable pro forma price schedule attached hereto as Exhibit E (the “Allotted
Consideration”). The Allotted Consideration shall be (i) reduced for each Transaction by eighty
percent (80%) of the outstanding principal amount as of the Closing Date of the Current Loan
applicable thereto (or, if applicable, the New Parkway Plaza Loan or the New Stone Hedge Loan) and
(ii) adjusted pursuant to the express terms of this Agreement (the Allotted Consideration, as so
reduced and adjusted, the “Net Consideration”). Each of Cedar and Homburg (and their respective
direct and indirect partners, members, owners, beneficiaries, investors, and shareholders) agree to
allocate the Consideration as determined for U.S. federal income tax purposes (which shall include
all capitalizable costs incurred in connection with the transactions hereunder) among the
Properties for all purposes (including, without limitation, accounting, financial reporting and
federal and applicable state and local income tax purposes) on the basis of Section 1060 of the
Internal Revenue Code, as amended, and in a manner consistent with Exhibit E, as such
allocation may be amended from time to time pursuant to the next sentence. The allocation of the
Consideration shall be amended to reflect any adjustment to the Consideration. The Net
Consideration shall be payable as follows:




               (i) Homburg shall pay the applicable Net Consideration to Cedar, and in consideration
therefor, Homburg shall be admitted as a limited partner of the applicable Property Owners; and



               (ii) Homburg shall pay the Net Consideration to Cedar by wire transfer of immediately
available federal funds to an account or accounts designated by Cedar.



          (d) As of the applicable Closing Date, in the event that a tenant at any Existing Cedar
Property shall have terminated or otherwise be in default of making required rental payments under
its lease (such lease being, a “Subject Lease”) and as a result, the annualized Rental Income of
such Existing Cedar Property as of the applicable Closing Date (the “Closing Date Rental Income”)
shall be less than the annualized Rental Income for such Existing Cedar Property (such difference
being the “Rental Income Shortfall Amount”) as reflected on Schedule 7 attached hereto (the
“Base Rental Income”), then Cedar shall pay to the applicable Property Owner (as constituted from
and after the Closing Date), as and when the same would otherwise be required to be paid in
accordance with the terms of the applicable Subject Lease, the rent attributable to the Rental
Income Shortfall Amount (to the extent such rent is not otherwise received by the Property Owner).
For purposes herein, the Closing Date Rental Income shall be determined by Cedar using the same
methodology as used to determine the Base Rental Income and identified in Schedule 7.
Notwithstanding the foregoing, the Rental Income Shortfall Amount shall be automatically adjusted
downward as follows: (i) upon the date that any terminated Subject Lease was to have expired by
its terms, the Rental Income Shortfall Amount shall be permanently reduced by an amount equal to
the amount attributed to the Subject Lease in calculating the Rental Income Shortfall Amount
pursuant to this Section 2(d) (it being the intent that from and after such date, Cedar’s
obligation under this Section 2(d) with respect to the Subject Lease shall terminate), (ii) upon
such date as (x) one or more replacement tenants shall have commenced the payment of rent pursuant
to one or more replacement leases of the premises (or any part thereof) at the Existing Cedar
Property that was

11









 








originally leased pursuant to a terminated Subject Lease (provided such replacement lease(s)
has a term substantially equal or greater to the term of the Subject Lease) or (y) one or more
tenants shall have commenced the payment of rent pursuant to one or more new leases of space (or
any part thereof) at the Existing Cedar Property that is noted as vacant on Schedule 7
attached hereto (provided that such new lease shall have an initial term of at least two (2)
years), the Rental Income Shortfall Amount shall be permanently reduced by an amount equal to the
aggregate rent being paid by such replacement or other tenant pursuant to such replacement lease(s)
or new lease(s), as the case may be, for the first year of such replacement lease(s) or new
lease(s), as applicable (provided that the rent for the first year of such replacement lease(s) or
new lease(s) does not exceed the rent for any subsequent year of such lease(s) and provided
further, that the amount by which the Rental Income Shortfall Amount shall be reduced shall be
grossed up to reflect any “free rent” granted to the applicable tenant pursuant to its lease during
the subject time period), and (iii) upon such date as any defaulting tenant under a Subject Lease
shall recommence the payment of rent under such Subject Lease, the Rental Income Shortfall Amount
shall be permanently reduced by an amount equal to the amount attributed to such Subject Lease in
calculating the Rental Income Shortfall Amount pursuant to this Section 2(d) (it being the intent
that from and after such date, Cedar’s obligation under this Section 2(d) with respect to the
Subject Lease shall terminate). For avoidance of doubt, the parties hereby acknowledge that the
Rental Income Shortfall Amount, whether or not previously reduced pursuant to the terms of this
Section 2(d), shall never be adjusted upwards (only downwards) even if, for example, but without
limitation, the Rental Income of the applicable Existing Cedar Property shall be reduced to a level
below the Closing Date Rental Income for any reason.




     The provisions of this Section 2 shall survive the Closings.



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



     4. Closing. The closing (each a “Closing”) of the Transactions shall occur in stages.
The first Closing shall include at least four (4) Transactions and shall occur at 10:00 a.m.
(Eastern time) on the date that is fifteen (15) days after the satisfaction (or waiver) of the last
of all conditions precedent for at least four (4) Transactions (the “First Scheduled Closing
Date”). Each of the remaining Transactions with respect to which all conditions precedent thereto
have been satisfied or waived by the party entitled to do so, shall occur on the date that is
fifteen (15) days after the satisfaction (or waiver) of the last of all such conditions precedent
for the



12









 







applicable Transaction (each, a “Remaining Scheduled Closing Date”; together with the First
Scheduled Closing Date, the “Scheduled Closing Date(s)”); provided, however, that Homburg shall
have the right to adjourn a particular Scheduled Closing Date not more than two (2) times to a
Business Day that is not later than June 29, 2007 by delivery of written notice to Cedar on or
prior to the original Scheduled Closing Date of the adjourned Scheduled Closing Date. Without
limitation to the foregoing, the parties agree to use commercially reasonable efforts to close as
many of the Transactions on the same date as practicable. Notwithstanding the foregoing but
subject to the right of Cedar to adjourn the Closing of one or more Transactions pursuant to
Section 10(b) or Section 23 hereof, in the event that all of the conditions precedent with respect
to any Transaction shall not have been satisfied or waived by the party entitled to do so by
September 28, 2007 (the “Outside Closing Date”), then this Agreement shall automatically terminate
on such Outside Closing Date as to such Transaction and the applicable Allotted Deposit shall be
refunded to Homburg and the Consideration shall be reduced by the amount of the applicable Allotted
Consideration, whereupon the parties hereto shall be relieved of all further liability and
responsibility under this Agreement with respect to such Transaction (except for any obligation
expressly provided to survive a termination of this Agreement). The Closings shall occur at the
offices of the Title Company through an escrow and pursuant to escrow instructions consistent with
the terms of this Agreement and otherwise mutually satisfactory to Cedar and Homburg (the date on
which any Closing shall occur being herein referred to as a “Closing Date”). Each Closing shall
constitute approval by each of Cedar and Homburg of all matters to which such party has a right of
approval and a waiver of all conditions precedent related to the applicable Transaction. For the
avoidance of doubt, nothing contained in this Section 4 shall be construed to limit the rights of
Cedar pursuant to Section 41 hereinbelow respecting the closing of the purchase and sale of any
Contract Property pursuant to the applicable Purchase Agreement.



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



          (a) With respect to the Existing Cedar Property Transactions only:




               (i) the applicable Cedar Partners and Homburg shall pay their respective Percentage Interests
of, as applicable, the following costs and expenses: (A) any and all state and local recording
charges and fees, if any, (B) all of the costs, expenses and charges in connection with the Loan
Approvals, including, without limitation, all application fees, processing fees, assumption fees,
attorneys’ fees, consultants’ fees and costs and expenses associated with survey updates, record
searches, title examinations and updated mortgagee title insurance policies (including endorsements
thereto), if any, required by any Current Lender, (C) any escrow fees charged by the Title Company,
(D) any and all state and local deed taxes, real property transfer taxes and similar taxes
(collectively, “Transfer Taxes”) due and payable in connection with the Existing Cedar Property
Transactions involving the Existing Cedar Property located in the Commonwealth of Massachusetts,
(E) with respect to the Existing Cedar Property Transaction involving the Stone Hedge Property, all
of the reasonable costs, expenses and charges incurred in connection with the release of the Stone
Hedge Property from the Stone Hedge Line of Credit and (F) as applicable, all costs and expenses
associated with the Conversions, including, without limitation, legal and filing fees and
disbursements.



13









 




Notwithstanding the foregoing or anything to the contrary contained herein, with respect to
Transfer Taxes due and payable in connection with the Existing Cedar Property Transactions
involving the Existing Cedar Properties located in the Commonwealth of Pennsylvania, each of
Homburg and the applicable Cedar Partners shall be responsible for fifty percent (50%) of the
amount thereof.




               (ii) Subject to the last sentence of Section 5(b)(ii), the applicable Cedar Partners and
Homburg shall pay their respective Percentage Interests of all costs and expenses associated with
(A) record searches, title examinations and updated owner title insurance policies (including
endorsements thereto), if any, desired by Homburg and not by any Current Lender or any lender under
the New Stone Hedge Loan, (B) any title insurance policy and/or endorsements insuring or otherwise
providing coverage to, Homburg as a partner of any Existing Cedar Property Owner and (C) obtaining
updates to the surveys of the Existing Cedar Properties as and to the extent desired by Homburg and
not by any Current Lender or any lender under the New Stone Hedge Loan.



          (b) With respect to the Contract Transactions only:




               (i) Homburg shall pay or reimburse Cedar for, as applicable, Homburg’s Percentage Interests
of, as applicable, all costs and expenses paid by Cedar or its affiliates in connection with the
Formations (including, without limitation, legal and filing fees and disbursements), the
acquisition of the Contract Properties or, if applicable, all of the direct or indirect interests
in the sellers under the Purchase Contracts pursuant to the terms of the applicable Purchase
Contract (other than the gross purchase price payable by Cedar pursuant to the applicable Purchase
Contract, for which Cedar shall receive from Homburg the applicable Allotted Consideration payable
pursuant to Section 2(c) above) and in connection with the acquisition by Homburg of the applicable
Interests at the Closing of each Contract Transaction, including, but not limited to, the
following: (A) any and all state and local recording charges and fees, (B) all costs and expenses
associated with record searches, title examinations and updated owner title insurance policies
(including endorsements thereto), (C) the costs associated with obtaining updates to the surveys of
the Contract Properties, (D) all of the costs, expenses and charges in connection with the
obtainment of the applicable Loan Approvals, including, without limitation, costs and expenses
associated with record searches, title examinations and updated mortgagee title insurance policies
(including endorsements thereto), if any, required by any Current Lender, (E) the assumption by the
Contract Property Owners of, or subject to Section 10(d) below, the defeasance of, any existing
financing encumbering the applicable Contract Property, including, without limitation, the
Assumption Consents and all application fees, processing fees, assumption fees, defeasance costs,
attorneys’ fees, consultants’ fees and title insurance fees, (F) any closing escrow fees, (G) any
and all Transfer Taxes due and payable in connection with the transactions contemplated by the
applicable Purchase Contract, (H) all third party costs incurred in connection with the preparation
of any third party reports respecting the applicable Contract Property or the condition thereof
(e.g., environmental, engineering and lease abstracting) and (I) all legal and accounting fees and
disbursements incurred by Cedar in connection with the transactions contemplated by the applicable
Purchase Contract. In addition, in the event that Cedar shall purchase all of the direct or
indirect interests in one or more of the sellers under the Purchase Contracts pursuant to an
amendment thereto, Homburg shall pay or



14









 







reimburse Cedar for Homburg’s Percentage Interests of all costs and expenses paid by Cedar or
its affiliates in connection with the applicable Conversion(s) (including, without limitation,
legal and filing fees and disbursements). To the extent any of the foregoing costs or expenses
shall be paid by Homburg in the form of a reimbursement to Cedar, Cedar agrees to deliver copies of
paid receipts, settlement statements or other reasonable evidence to Homburg verifying the amount
thereof. Notwithstanding the foregoing or anything to the contrary contained herein, with respect
to Transfer Taxes due and payable in connection with the Contract Transactions (each of which
involves a Contract Property located in the Commonwealth of Pennsylvania), each of Homburg and the
applicable Cedar Partners shall be responsible for fifty percent (50%) of the amount thereof.



               (ii) Subject to the last sentence of this Section 5(b)(ii), the applicable Cedar Partners and
Homburg shall pay their respective Percentage Interests of all costs and expenses associated with
(A) additional record searches, additional title examinations and updates of the owner title
insurance policies (including endorsements thereto) as and to the extent such additional searches,
examinations and/or updated policies are desired by Homburg and not by any Current Lender or the
Lender under the New Parkway Plaza Loan, (B) any title insurance policy and/or endorsements
insuring or otherwise providing coverage to, Homburg as a partner of any Contract Property Owner
and (C) obtaining updates to the surveys of the Contract Properties, as and to the extent such
updated surveys are desired by Homburg and not by any Current Lender or the Lender under the New
Parkway Plaza Loan. Notwithstanding anything herein to the contrary, if the aggregate amount
payable by the Cedar Partners under Section 5(a)(ii) and this Section 5(b)(ii) shall exceed
$10,000, Homburg shall be responsible for all amounts in excess of $10,000.



               (iii) Notwithstanding anything to the contrary contained herein, if, for any reason (except as
otherwise expressly provided in this Section 5(b)(iii)), a Purchase Contract Closing and the
Closing of the applicable Contract Transaction shall not occur simultaneously, then Homburg shall
be responsible for one hundred percent (100%) of all costs and expenses incurred by Homburg, Cedar
and the Property Owners as a result of such separate closings (i.e. notwithstanding the fact that
similar costs may have been initially paid in connection with a Purchase Contract Closing and
Homburg shall be required to reimburse Cedar for its Percentage Interests thereof pursuant to
Section 5(b)(i) above). Notwithstanding the foregoing, if a Purchase Contract Closing shall occur
and the Closing of the applicable Contract Transaction shall not have occurred contemporaneously
therewith solely by reason of (i) the breach by Cedar of its obligations under this Agreement and
provided that Homburg shall have otherwise been ready, willing and able to close such Contract
Transaction contemporaneously with the applicable Purchase Contract Closing, then Cedar shall be
responsible for one hundred percent (100%) of all costs and expenses incurred by Homburg, Cedar and
the Property Owners as a result of such separate closings or (ii) the failure of one or more
conditions precedent to the obligation of Homburg to close such Contract Transaction
contemporaneously with the applicable Purchase Contract Closing (other than by reason of any breach
described in clause (i) above), then the applicable Cedar Partners and Homburg shall be responsible
for their respective Percentage Interests of all costs and expenses incurred by Homburg, Cedar and
the Property Owners as a result of such separate closings. The parties agree to use good faith
efforts to coordinate a



15









 







Purchase Contract Closing and the Closing of the applicable Contract Transaction such that the
same shall occur contemporaneously.



          (c) In addition, Homburg hereby agrees to pay to Cedar, in its capacity as Manager, at the
applicable Closing and as more particularly set forth in the applicable Management Agreement, its
Percentage Interest of any Leasing Commission (as defined in the Management Agreement) payable to
Cedar with respect to any Leases or renewals thereof entered into by and between a tenant at a
Property and the applicable Property Owner at any time between the date hereof and the applicable
Closing Date and with respect to which Lease or renewal thereof, the tenant thereunder has paid its
first month’s rent on or prior to the applicable Closing Date.




          (d) Except as set forth in clause (I) of Section 5(b)(i) and Section 37 below, each party
shall pay the cost of the fees and disbursements of its attorneys in connection with this
Agreement.




          The provisions of this Section 5 shall survive the Closings.




     6. Due Diligence Reviews. Homburg shall have until 5:00 p.m. (Eastern time) on April
25, 2007, TIME BEING OF THE ESSENCE (the period of time commencing upon the date hereof and
continuing through and including such time on such date being herein called the “Due Diligence
Period”), within which to complete its due diligence examinations of the Properties (the
“Investigations”), which Investigations shall at all times be subject to Homburg’s compliance with
the provisions of this Section 6 and Section 7 hereof. Any entry upon any Property and all
Investigations shall be made or performed during Cedar’s normal business hours and at the sole risk
and expense of Homburg, and shall not interfere with the activities on or about any Property, its
tenants and their employees and invitees. During the Due Diligence Period, Cedar shall provide
Homburg with reasonable access to the Existing Cedar Properties and, subject to the terms of this
Section 6, the Contract Properties upon reasonable advance notice for the sole purpose of
performing the Investigations with respect thereto. In connection with the foregoing, Homburg
shall:



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




          (b) fully comply with all laws applicable to the Investigations and all other activities
undertaken in connection therewith;




          (c) permit Cedar to have a representative present during all Investigations undertaken
hereunder;




          (d) take all actions and implement all protections reasonably necessary to ensure that the
Investigations and the equipment, materials, and substances generated, used or brought onto the
Properties in connection with the Investigations, pose no threat to the safety or

16









 








health of persons or the environment, and cause no damage to the Properties or other property
of Cedar or other persons;




          (e) furnish to Cedar, at no cost or expense to Cedar, copies of all studies and reports
relating to the Investigations which Homburg shall obtain with respect to the Properties or the
Interests promptly after Homburg’s receipt of same;




          (f) with respect to each Property, maintain or cause to be maintained, at Homburg’s expense, a
policy of commercial general liability insurance, with a broad form contractual liability
endorsement and with a combined single limit of not less than $2,000,000 per occurrence for bodily
injury and property damage, automobile liability coverage including owned and hired vehicles with a
combined single limit of $2,000,000 per occurrence for bodily injury and property damage, and an
excess umbrella liability policy for bodily injury and property damage in the amount of $5,000,000,
insuring Homburg, Cedar, CSCI and, with respect to the Existing Cedar Properties, the applicable
Existing Cedar Property Owners and, with respect to the Contract Properties, such parties as shall
be required pursuant to the terms of the applicable Purchase Contracts, as additional insureds,
against any injuries or damages to persons or property that may result from or are related to (i)
Homburg and/or the entry of the Homburg Representatives upon the Property, (ii) any Investigations
or other activities conducted thereon, and/or (iii) any and all other activities undertaken by
Homburg and/or the Homburg Representatives, all of which insurance shall be on an “occurrence form”
and otherwise in such forms acceptable to Cedar and with an insurance company acceptable to Cedar,
and deliver a copy of such insurance policy to Cedar prior to the first entry on the Property;




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




          (h) without limiting the foregoing, in no event shall Homburg or the Homburg Representatives,
without the prior written consent of Cedar (provided, however, that Cedar agrees not to
unreasonably withhold consent to any request made pursuant to clause (x) below): (x) make any
intrusive physical testing (environmental, structural or otherwise) at any Property (such as soil
borings, water samplings or the like) or (y) contact any tenant of any Property.




     Notwithstanding the foregoing, prior to the closing of the purchase and sale of any Contract
Property or, if applicable, the direct or indirect interests in any seller under any Purchase
Contract pursuant to the applicable Purchase Contract (a “Purchase Contract Closing”) and provided
that such Purchase Contract shall then be in full force and effect, then Homburg shall be permitted
to perform (at its sole cost and expense) the same due diligence examinations of the Contract
Properties as Cedar shall be permitted to perform thereunder, as and to the extent permitted
pursuant to the terms of such Purchase Contract. In the event that any Purchase Contract shall
have terminated or the same shall not or shall no longer permit any due diligence examinations of
the Contract Properties, then under no circumstances shall this Agreement be construed to provide
or grant Homburg with any special right of entry or other



17









 







investigative rights or privileges with respect to any of the Contract Properties. Homburg
acknowledges and agrees that any and all due diligence investigations that Homburg desires to
perform with respect to the Contract Properties shall be coordinated through and approved by Cedar
(such consent not to be unreasonably withheld), pursuant to written requests made by Homburg to
Cedar, it being acknowledged and agreed however, that Cedar shall not be required to incur any cost
or expense in connection therewith. To the extent not previously provided, Cedar agrees to furnish
to Homburg promptly following the date hereof, copies of all existing third party studies and
reports relating to any investigations undertaken by Cedar or any Cedar Related Party with respect
to the Contract Properties pursuant to the applicable Purchase Contracts and, promptly after
Cedar’s receipt of the same, Cedar agrees to furnish to Homburg copies of any such third party
studies and reports received by Cedar after the date hereof. The provisions of this Section 6
shall survive the Closings and/or any termination of this Agreement.



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



     The provisions of this Section 7 shall survive the Closings and/or any termination of this
Agreement.



     8. Property Information and Confidentiality. All Information provided to Homburg,
whether prior to or after the date hereof, shall be subject to the following terms and conditions:



          (a) Except as expressly provided otherwise in this Agreement, neither Cedar nor any Cedar
Related Party makes any representation or warranty as to the truth, accuracy or completeness of the
Information, or any other studies, documents, reports or other information provided to Homburg
hereunder and expressly disclaims any implied representations as to any matter disclosed or
omitted.




          (b) Homburg agrees that neither Homburg nor the Homburg Representatives shall, at any time or
in any manner, either directly or indirectly, divulge, disclose or communicate to any person,
entity or association the Information, or any other knowledge or

18









 








information acquired by Homburg or the Homburg Representatives from Cedar, any Cedar Related
Party or by Homburg’s own inspections and investigations, other than matters that were in the
public domain at the time of receipt by Homburg or the Homburg Representatives. Without Cedar’s
prior written consent, Homburg shall not disclose and Homburg shall direct the Homburg
Representatives not to disclose to any person, entity or association or any of the terms,
conditions or other facts with respect to this Agreement or the Purchase Contracts, including,
without limitation, the status hereof or thereof. Notwithstanding the foregoing but subject to the
terms of the Purchase Contracts, Homburg may disclose such of the Information and its other
reports, studies, documents and other matters generated by it and the terms of this Agreement (i)
as required by law or court order (provided prior written notice of such disclosure shall be
provided to Cedar), (ii) as Homburg deems necessary or desirable to the Homburg Representatives in
connection with Homburg’s Investigation and the transactions contemplated hereby provided that
those to whom such Information is disclosed are informed of the confidential nature thereof and
agree(s) to keep the same confidential in accordance with the terms and conditions hereof and/or
the Purchase Contracts, as applicable and (iii) subject to the immediately succeeding sentence, as
contained in sales materials distributed to potential investors in HP. Prior to any Syndication,
Homburg shall offer Cedar the opportunity to timely review and, subject to any Netherlands
regulatory requirements, approve all descriptive materials published and disseminated with respect
to references to Cedar or any parent or subsidiary thereof (other than the Property Owners) and its
or their organizational and/or financial operations, structure or history, such approval not to be
unreasonably withheld, conditioned or delayed, and shall offer Cedar the opportunity to timely
review all materials published and disseminated with respect to any Property Owner and the
interests therein, the Properties and the transactions contemplated by this Agreement and the
Amended and Restated Partnership Agreements. The review and approval by Cedar of any materials
published and disseminated as aforesaid shall in no way subject Cedar to any liability hereunder or
otherwise, it being agreed that Homburg shall defend, indemnify and hold each of the Cedar Related
Parties harmless of, from and against any and all losses, claims, liabilities, damages, costs,
charges and expenses (including, without limitation, reasonable legal fees and the cost of
enforcement of the indemnification obligation hereunder) arising out of or in connection with any
Syndication. Notwithstanding anything to the contrary contained herein, Homburg hereby covenants
and agrees to comply with any and all confidentiality provisions set forth in the Purchase
Contracts.




          (c) Homburg shall indemnify and hold harmless Cedar and the Cedar Related Parties from and
against any and all claims, demands, causes of action, losses, damages, liabilities, costs and
expenses (including, without limitation, attorneys’ fees and disbursements and costs of enforcement
of the indemnification obligation hereunder but excluding any special or consequential damages)
suffered or incurred by Cedar or any Cedar Related Party and arising out of or in connection with a
breach by Homburg or the Homburg Representatives of the provisions of this Section 8.




          (d) Homburg and the Homburg Representatives shall use reasonable care to maintain in good
condition all of the Information furnished or made available to Homburg and/or the Homburg
Representatives. In the event this Agreement is terminated, Homburg and the Homburg
Representatives shall promptly destroy all originals and copies of the Information in the
possession of Homburg and the Homburg Representatives (except to the extent such

19









 








Information pertains to a Transaction that shall have closed). Likewise, if this Agreement is
terminated as to one Transaction only in accordance with the terms of this Agreement, then Homburg
and the Homburg Representatives shall promptly destroy all originals and copies of the Information
pertaining to such Transaction (e.g., the applicable Property(ies) and Interests) in the possession
of Homburg and the Homburg Representatives. Notwithstanding the foregoing or anything to the
contrary contained herein, in the event that a Purchase Contract shall terminate for any reason,
Homburg shall deliver to Cedar promptly upon demand, all originals and copies of the Information in
the possession of Homburg and the Homburg Representatives relating to the applicable Contract
Property.




          (e) As used in this Agreement, the term “Information” shall mean any of the following: (i) all
information and documents in any way relating to the Properties and/or the Interests, the operation
thereof or the sale thereof, including, without limitation, the Purchase Contracts, all leases and
contracts furnished to Homburg or the Homburg Representatives by Cedar or any Cedar Related Party
or their agents or representatives, including, without limitation, their contractors, engineers,
attorneys, accountants, consultants, brokers or advisors, whether prior to or after the date hereof
and (ii) all analyses, compilations, data, studies, reports or other information or documents
prepared or obtained by Homburg or the Homburg Representatives containing or based on, in whole or
in part, the information or documents described in the preceding clause (i), the Investigations, or
otherwise reflecting their review or investigation of the Properties and/or the Interests.




          (f) In addition to any other remedies available to Cedar, Cedar shall have the right to seek
equitable relief, including, without limitation, injunctive relief or specific performance, against
Homburg and/or the Homburg Representatives in order to enforce the provisions of this Section 8.




          (g) Notwithstanding any terms or conditions in this Agreement to the contrary, no conditions
of confidentiality within the meaning of IRC §6111(d) or the Treasury Regulations promulgated under
IRC Sec. 6011 are intended, and the parties hereto are expressly authorized to disclose every U.S.
federal income tax aspect of any transaction covered by this Agreement with any and all persons,
without limitation of any kind.




     The provisions of this Section 8 shall survive the Closings and/or any termination of this
Agreement.



     9. Termination Right. If, on or before the expiration of the Due Diligence Period,
based upon the Investigations and/or the Information, Homburg shall determine that it no longer
intends to acquire the Property for any reason, then Homburg shall have the right to terminate this
Agreement by delivery of written notice to Cedar on or before 5:00 p.m. (Eastern time) on the date
that the Due Diligence Period shall expire (such notice being herein called the “Termination
Notice”), whereupon the Deposit shall be promptly returned to Homburg, and this Agreement and the
obligations of the parties hereunder shall terminate (and no party hereto shall have any further
obligations in connection herewith except under those provisions that expressly survive a
termination of this Agreement). In the event that Homburg shall fail to deliver the Termination
Notice to Cedar on or before 5:00 p.m. (Eastern time) on the date that the Due



20









 







Diligence Period shall expire, Homburg shall be deemed to have agreed that the foregoing
matters are acceptable to Homburg and that it intends to proceed with all of the transactions
contemplated by this Agreement (and, thereafter, Homburg shall have no further right to terminate
this Agreement pursuant to this Section 9).



     10. Lender Approval.



          (a) With respect to each of the Transactions other than the Transactions involving the Stone
Hedge Property and the Parkway Plaza Property, Cedar shall use commercially reasonable efforts to
obtain from the Current Lenders their respective written approval or agreement, in a form
reasonably acceptable to Homburg of (i) the Conversions, if applicable, and the transfer of the
applicable Interests as contemplated under this Agreement, (ii) the applicable Amended and Restated
Partnership Agreements, (iii) the applicable Management Agreement and (iv) the Syndication
(including the applicable Current Lender’s agreement that the Syndication shall not constitute a
default under the applicable Current Loan Documents) (collectively, with any other related
approvals required pursuant to the applicable Loan Documents the “Loan Approvals”).
Notwithstanding the foregoing, the refusal of a Current Lender to pre-approve or otherwise permit
without the consent of Lender a transfer of partnership interest from Cedar to Homburg or HPBV (or
any affiliate of either of the foregoing) shall not be grounds for Homburg to withhold its consent
to a Loan Approval. Cedar shall request that the documents evidencing a Loan Approval contain a
statement from the Current Lender identifying, in writing, the outstanding principal balance and
interest rate of the applicable Current Loan and whether, to Current Lender’s knowledge, any
default exists under the applicable Current Loan Documents (the “Loan Estoppel Statement”). Cedar
and Homburg agree to use commercially reasonable efforts to cooperate with each other in connection
with the foregoing (including, without limitation, promptly furnishing to the Current Lenders all
information and documents (financial and otherwise) which may be required under the Current Loan
Documents or otherwise reasonably requested by the Current Lenders). For avoidance of doubt,
failure by Cedar to obtain (x) any Loan Approval in the manner provided herein shall not constitute
a default by Cedar under this Agreement, but shall constitute the mere failure of a condition
precedent as more particularly set forth in Section 16 below and/or (y) any Loan Estoppel Statement
in the manner provided herein shall constitute neither a default by Cedar under this Agreement nor
the failure of a condition precedent to the obligation of any party to close hereunder.




          (b) If, with respect to one (1) or more of the applicable Properties (each, a “Subject
Property”), necessary Loan Approvals shall not have been obtained by Cedar and Homburg prior to
5:00 P.M. (Eastern time) on June 29, 2007 (the “Loan Approval Deadline”), then Cedar shall have the
right, in its sole and absolute discretion, exercisable by delivery of written notice to Homburg to
either (x) extend the Loan Approval Deadline with respect to the Subject Property(ies) by a period
not to exceed, in the aggregate, thirty (30) days (the “Extension Period”) and, if necessary,
extend the Closing of the related Transaction(s) (the “Subject Transaction(s)”) in connection
therewith, or (y) remove the Interests associated with the Subject Property(ies) (the “Subject
Interests”) from the Interests being conveyed pursuant to this Agreement, in which case this
Agreement shall terminate as to the Subject Transaction and the applicable Allotted Deposit shall
be refunded to Homburg and the Consideration shall be

21









 








reduced by the amount of the applicable Allotted Consideration, whereupon the parties hereto
shall be relieved of all further liability and responsibility under this Agreement with respect to
the Subject Interests, the Subject Property and the Subject Transaction (except for any obligation
expressly provided to survive a termination of this Agreement). If Cedar shall make an election
under clause (x) of this Section 10(b), then the following shall apply:




               (i) The parties shall proceed with the Closing of any other Transaction that is not a Subject
Transaction in accordance with the terms of this Agreement.



               (ii) If Cedar does not obtain any or all outstanding Loan Approval(s) by the expiration of the
Extension Period, then this Agreement shall automatically terminate with respect to the Subject
Transaction only, in which case the applicable Allotted Deposit shall be refunded to Homburg and
the Consideration shall be reduced by the amount of the applicable Allotted Consideration, and the
parties hereto shall be relieved of all further liability and responsibility under this Agreement
with respect to the Subject Interests, the Subject Property and the Subject Transaction, except for
any obligation expressly provided to survive a termination of this Agreement.



          (c) The parties hereby acknowledge that none of Cedar, the Property Owners or any of their
respective affiliates are the current borrowers under the Current Loans encumbering the Contract
Properties and that pursuant to the respective Purchase Contracts, Cedar has applied to the
applicable Current Lenders for their consent to the assumption by the Contract Property Owners
(other than the Contract Property Owner for the Parkway Plaza Property) of the applicable Current
Loans (the “Assumption Consents”). The parties further acknowledge and agree that Cedar intends to
seek the Loan Approvals respecting the Contract Properties other than the Parkway Plaza Property
contemporaneously with the Assumption Consents; provided, however, that if a Current Lender shall
render an Assumption Consent but shall not render a Loan Approval, then, at Cedar’s election,
following notice from Cedar to Homburg thereof, (x) Cedar shall be permitted to close the purchase
and sale of the related Contract Property in accordance with the applicable Purchase Contract and
assume the applicable Current Loan without any participation, then or at a later date, with Homburg
and (y) this Agreement shall automatically terminate as to the applicable Contract Transaction and
the applicable Allotted Deposit shall be refunded to Homburg and the Consideration shall be reduced
by the amount of the applicable Allotted Consideration and the parties hereto shall be relieved of
all further liability and responsibility under this Agreement with respect to the applicable
Interests and the applicable Contract Property (except for any obligation expressly provided to
survive a termination of this Agreement).




          (d) In the event that Cedar shall be unable to secure an Assumption Consent with respect to
any of the Contract Properties (other than the Parkway Plaza Property, with respect to which the
parties acknowledge that the existing mortgage loan encumbering the same is intended to be
defeased prior to the applicable Purchase Contract Closing) and as a result, Cedar shall elect to
cause the defeasance of the applicable Current Loan (the “Defeased Current Loan”) pursuant to the
terms of the applicable Purchase Contract, Cedar shall notify Homburg in writing thereof (the
“Defeasance Notice”), which notice shall include an estimate by Cedar, in its reasonable
determination, of the cost of such defeasance. Within ten (10) Business Days after

22









 








the receipt of a Defeasance Notice, Homburg shall have the option, in its sole discretion, to
terminate this Agreement with respect to the Contract Transaction involving the Defeased Current
Loan only, in which case the applicable Allotted Deposit shall be refunded to Homburg and the
Consideration shall be reduced by the amount of the applicable Allotted Consideration, and the
parties hereto shall be relieved of all further liability and responsibility under this Agreement
with respect to such Contract Property and the Interests related thereto, except for any obligation
expressly provided to survive a termination of this Agreement. If Homburg shall not terminate this
Agreement as to a Contract Transaction involving a Defeased Current Loan within such ten (10)
Business Day period, the parties shall proceed to the Closing of such Contract Transaction in
accordance with the terms hereof and Homburg shall be responsible for its Percentage Interest of
any and all defeasance costs incurred in connection therewith as set forth in Section 5(b)(i)
above.




     11. Representations and Warranties of Cedar.



          (a) Cedar hereby makes the following representations and warranties to Homburg as of the date
of this Agreement (except as otherwise provided):




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



               (ii) Pre-Homburg Property Owner Agreements; Assets. Annexed hereto as Exhibit C-1
and made a part hereof is a true and complete list (in all material respects) of the
Pre-Homburg Property Owner Agreements of each Existing Cedar Property Owner as modified and/or
amended through the date hereof, true and correct copies (in all material respects) of which have
been delivered to Homburg. As of the date hereof, the Pre-Homburg Property Owner Agreements of
each Existing Cedar Property Owner, as listed in Exhibit C-1, are in full force and effect
and have not been modified, supplemented or amended. Prior to the



23









 







applicable Closing Date, each of the Pre-Homburg Property Owner Agreements will have been
executed or amended and restated, as the case may be, in substantially the form of the Pre-Homburg
Property Owner Agreement attached hereto as Exhibit C-2 to reflect the Conversion or the
Formation, as applicable; provided, however, that if a Purchase Contract Closing shall close
simultaneous with a Contract Closing hereunder, then no Pre-Homburg Property Owner Agreement will
have been executed in connection therewith, it being the intention of the parties that the
applicable Amended and Restated Partnership Agreement will be modified to reflect the same as the
initial partnership agreement of the applicable Property Owner. Since its inception, no Property
Owner has or will have owned, as applicable, assets other than the applicable Property or engaged
in any business other than the ownership and operation of the applicable Property.



               (iii) Interests. As of the date hereof, Cedar owns, directly or indirectly, all of
the Interests in each Existing Cedar Property Owner free of all security interests, liens,
encumbrances and pledges. Immediately prior to each Closing, the applicable (x) Cedar GP shall own
its one percent (1%) general partnership interest in the respective Property Owner and (y) Cedar
(or its wholly-owned subsidiary limited liability company, as determined by Cedar) shall own its
ninety-nine percent (99%) limited partnership interests in the respective Property Owner, free of
all security interests, liens, encumbrances and pledges. There are no outstanding options,
subscriptions, warrants or calls outstanding with respect to the Interests.



               (iv) Conflicts. Neither the entry into nor the performance of this Agreement by Cedar
will (i) violate or result in a material breach under, or constitute a material default under, any
corporate charter, certificate of incorporation, by-law, partnership agreement, indenture,
contract, permit, judgment, decree or order to which Cedar or any Property Owner (as and to the
extent the same has been formed) is a party or by which Cedar or any Property Owner (as and to the
extent the same has been formed) is bound, or (ii) except with respect to the Loan Approvals,
require the consent of any third party other than as has already been obtained or is otherwise
specifically set forth herein (e.g. the Board Consent).



               (v) Taxes. All tax returns that have been required to be filed with respect to the
business, operations and assets of each Property Owner (as and to the extent the same has been
formed) have been timely filed. All taxes, charges, fees, levies or other assessments, including,
without limitation, income, real and personal property taxes, imposed by any Governmental Authority
having jurisdiction that are due and payable as of the applicable Closing Date with respect to the
business, operations and assets of the applicable Property Owner, have been paid or shall be paid
as of the applicable Closing Date. There are no pending audits with respect to taxes payable by
the Property Owners (as and to the extent the same have been formed). As of the date hereof and
the Closing Date, each Property Owner (as and to the extent the same have been formed) is currently
and shall continue to be, classified as a disregarded entity for federal income tax purposes.



               (vi) Leases. Cedar has no knowledge of any leases, licenses or other occupancy
agreements to which any Property Owner is a party affecting any portion of the applicable Property
which will be in force on the applicable Closing Date other than the Leases. To Cedar’s knowledge,
as of the date of this Agreement (x) the Leases are in full force and effect



24









 







and have not been amended except as set forth in the Lease Exhibit, and (y) the Lease Exhibit
is true and correct in all material respects. To the knowledge of Cedar with respect to the
Existing Cedar Properties only, true and complete (in all material respects) copies of the Leases
have been provided to Homburg. As of the date hereof, (A) except as noted on Schedule 8,
Cedar has no knowledge of any material default by any party to any Lease encumbering any Existing
Cedar Property that remains uncured and (B) Cedar has not received written notice from any seller
under any Purchase Contract that any party to any Lease encumbering a Contract Property is in
material default thereunder, which default remains uncured.



               (vii) Service Contracts. Cedar has no knowledge of any service or equipment leasing
contracts to which any Property Owner is a party affecting any portion of the applicable Property
which will be in force on the applicable Closing Date other than the Service Contracts. To the
knowledge of Cedar with respect to the Existing Cedar Properties only, as of the date of this
Agreement (x) all of the material Service Contracts are in full force and effect and (y) true and
complete (in all material respects) copies of the Service Contracts listed on Schedule 2
have been (or will be) delivered to Homburg. As of the date hereof, (A) Cedar has no knowledge of
any material default by any party to any Service Contract applicable to any Existing Cedar Property
that remains uncured and (B) Cedar has not received written notice from any seller under any
Purchase Contract that any party to any Service Contract affecting a Contract Property is in
material default thereunder, which default remains uncured.



               (viii) Employees. As of the date hereof and the applicable Closing Date, the Property
Owners have no and shall not have any, employees.



               (ix) Litigation. To Cedar’s knowledge and except as set forth in Schedule 5
attached hereto, there is no material pending or threatened litigation against any Existing Cedar
Property or against any Existing Cedar Property Owner other than claims made in the ordinary course
of the business of owning and operating the Existing Cedar Properties and the Existing Cedar
Property Owners, as applicable. To the knowledge of Cedar and except as set forth in Schedule
5 attached hereto, there is no material pending or threatened litigation against any Contract
Property or against any Contract Property Owner other than claims made in the ordinary course of
the business of owning and operating the Contract Properties and the Contract Property Owners, as
applicable.



               (x) No Insolvency. Neither Cedar nor any Property Owner (as and to the extent the
same as been formed) is or shall be on the Closing Date, a debtor in any state or federal
insolvency, bankruptcy or receivership proceeding.



               (xi) Non-Foreign Person. Neither Cedar nor any Property Owner (as and to the extent
the same as been formed) is or shall be as of the Closing Date, a “foreign person” as defined in
Section 1445 of the Internal Revenue Code, as amended.



               (xii) Pennsboro Loan. The Property commonly known as Pennsboro Commons, located in
Enola, Pennsylvania is currently encumbered by a mortgage loan in the original principal amount of
$11,540,000 made by KeyBank National Association (the “Pennsboro Loan”) to the applicable Existing
Cedar Property Owner. To the knowledge of Cedar, as of the date of this Agreement (x) the
documents and instruments identified on Schedule 



25









 







6 attached hereto constitute all of the material documents and instruments delivered
in connection with the Pennsboro Loan (the “Pennsboro Loan Documents”), true and complete (in all
material respects) copies of which have been (or will be within ten (10) Business Days of the date
hereof) delivered to Homburg; (y) the Pennsboro Loan Documents are in full force and effect and
have not been amended except as set forth on Schedule 6 attached hereto, and (z) the
applicable Existing Cedar Property Owner is not in material default of, and has not received
written notice from the applicable Current Lender of any uncured default under, any of such
Existing Cedar Property Owner’s material obligations under the Pennsboro Loan Documents. To the
knowledge of Cedar, as of the applicable Closing Date, the applicable Existing Cedar Property Owner
will not be in material default of, and will not have received written notice from the applicable
Current Lender of any uncured default under, any of such Existing Cedar Property Owner’s material
obligations under the Pennsboro Loan Documents and the outstanding principal amount of the
Pennsboro Loan set forth on the Settlement Statement shall be the true and correct outstanding
principal amount of the Pennsboro Loan as of the Closing Date.



               (xiii) Fieldstone Marketplace Loan. The Property commonly known as Fieldstone
Marketplace, located in New Bedford, Massachusetts is currently encumbered by a mortgage loan in
the original principal amount of $19,000,000 made by Lehman Brothers Bank, FSB (the “Fieldstone
Marketplace Loan”) to Fieldstone WP Associates, LLC, a Delaware limited liability company, as
borrower’s interest has been assigned to and assumed by, the applicable Existing Cedar Property
Owner. To the knowledge of Cedar, as of the date of this Agreement (x) the documents and
instruments identified on Schedule 6 attached hereto constitute all of the material
documents and instruments delivered in connection with the Fieldstone Marketplace Loan (the
“Fieldstone Marketplace Loan Documents”), true and complete (in all material respects) copies of
which have been (or will be within ten (10) Business Days of the date hereof) delivered to Homburg;
(y) the Fieldstone Marketplace Loan Documents are in full force and effect and have not been
amended except as set forth on Schedule 6, and (z) the applicable Existing Cedar Property
Owner is not in material default of, and has not received written notice from the applicable
Current Lender of any uncured default under, any of such Existing Cedar Property Owner’s material
obligations under the Fieldstone Marketplace Loan Documents. To the knowledge of Cedar, as of the
applicable Closing Date, the applicable Existing Cedar Property Owner will not be in material
default of, and will not have received written notice from the applicable Current Lender of any
uncured default under, any of such Existing Cedar Property Owner’s material obligations under the
Fieldstone Marketplace Loan Documents and the outstanding principal amount of the Fieldstone
Marketplace Loan set forth on the Settlement Statement shall be the true and correct outstanding
principal amount of the Fieldstone Marketplace Loan as of the Closing Date.



               (xiv) Intentionally Deleted.



               (xv) Meadows Marketplace Loan. The Property commonly known as Meadows Marketplace,
located in Hershey, Pennsylvania is currently encumbered by a mortgage loan in the original
principal amount of $10,775,000.00 made by KeyBank National Association (the “Meadows Marketplace
Loan”) to the applicable Existing Cedar Property Owner. To the knowledge of Cedar, as of the date
of this Agreement (x) the documents and instruments identified on Schedule 6 attached
hereto constitute all of the material documents and instruments



26









 







delivered in connection with the Meadows Marketplace Loan (the “Meadows Marketplace Loan
Documents”), true and complete (in all material respects) copies of which have been (or will be
within ten (10) Business Days of the date hereof) delivered to Homburg; (y) the Meadows Marketplace
Loan Documents are in full force and effect and have not been amended except as set forth on
Schedule 6 and (z) the applicable Existing Cedar Property Owner is not in material default
of, and has not received written notice from the applicable Current Lender of any uncured default
under, any of such Existing Cedar Property Owner’s material obligations under the Meadows
Marketplace Loan Documents. To the knowledge of Cedar, as of the applicable Closing Date, the
applicable Existing Cedar Property Owner will not be in material default of, and will not have
received written notice from the applicable Current Lender of any uncured default under, any of
such Existing Cedar Property Owner’s material obligations under the Meadows Marketplace Loan
Documents and the outstanding principal amount of the Meadows Marketplace Loan set forth on the
Settlement Statement shall be the true and correct outstanding principal amount of the Meadows
Marketplace Loan as of the Closing Date.



               (xvi) Ayr Town Center Loan. To the knowledge of Cedar, the Property commonly known as
Ayr Town Center, located in McConnellsburg, Pennsylvania is currently encumbered by a mortgage loan
in the original principal amount of $7,650,000.00 made by Citigroup Global Markets Realty Corp.
(the “Ayr Town Center Loan”) to the seller under the applicable Purchase Contract, as borrower. To
the knowledge of Cedar, as of the date of this Agreement (x) the documents and instruments
identified on Schedule 6 attached hereto constitute all of the material documents and
instruments delivered in connection with the Ayr Town Center Loan (the “Ayr Town Center Loan
Documents”); (y) the Ayr Town Center Loan Documents are in full force and effect and have not been
amended except as set forth on Schedule 6; and (z) Cedar has not received written notice
from the seller under the applicable Purchase Contract that the borrower under the Ayr Town Center
Loan Documents is in material default thereunder, which default remains uncured. To the knowledge
of Cedar, as of the Closing Date, the applicable Contract Property Owner will not have received
written notice from the lender under the Ayr Town Center Loan Documents that such Contract Property
Owner is in material default thereunder, which default remains uncured.



               (xvii) Aston Center Loan. To the knowledge of Cedar, the Property commonly known as
Aston Center, located in Aston, Pennsylvania is currently encumbered by a mortgage loan in the
original principal amount of $13,250,000.00 made by Citigroup Global Markets Realty Corp. (the
“Aston Center Loan”) to the seller under the applicable Purchase Contract, as borrower. To the
knowledge of Cedar, as of the date of this Agreement (x) the documents and instruments identified
on Schedule 6 attached hereto constitute all of the material documents and instruments
delivered in connection with the Aston Center Loan (the “Aston Center Loan Documents”); (y) the
Aston Center Loan Documents are in full force and effect and have not been amended except as set
forth on Schedule 6; and (z) Cedar has not received written notice from the seller under
the applicable Purchase Contract that the borrower under the Aston Center Loan Documents is in
material default thereunder, which default remains uncured. To the knowledge of Cedar, as of the
Closing Date, the applicable Contract Property Owner will not have received written notice from the
lender under the Aston Center Loan Documents that such Contract Property Owner is in material
default thereunder, which default remains uncured.



27









 





               (xviii) Scott Town Center Loan. To the knowledge of Cedar, the Property commonly
known as Scott Town Center, located in Bloomsburg, Pennsylvania is currently encumbered by a
mortgage loan in the original principal amount of $9,500,000.00 made by Citigroup Global Markets
Realty Corp. (the “Scott Town Center Loan”) to the seller under the applicable Purchase Contract,
as borrower. To the knowledge of Cedar, as of the date of this Agreement (x) the documents and
instruments identified on Schedule 6 attached hereto constitute all of the material
documents and instruments delivered in connection with the Scott Town Center Loan (the “Scott Town
Center Loan Documents”); (y) the Scott Town Center Loan Documents are in full force and effect and
have not been amended except as set forth on Schedule 6; and (z) Cedar has not received
written notice from the seller under the applicable Purchase Contract that the borrower under the
Scott Town Center Loan Documents is in material default thereunder, which default remains uncured.
To the knowledge of Cedar, as of the Closing Date, the applicable Contract Property Owner will not
have received written notice from the lender under the Scott Town Center Loan Documents that such
Contract Property Owner is in material default thereunder, which default remains uncured.



               (xix) Spring Meadow Loan. To the knowledge of Cedar, the Property commonly known as
Spring Meadow, located in Wyomissing, Pennsylvania is currently encumbered by a mortgage loan in
the original principal amount of $13,400,000.00 made by Citigroup Global Markets Realty Corp. (the
“Spring Meadow Loan”) to the seller under the applicable Purchase Contract, as borrower. To the
knowledge of Cedar, as of the date of this Agreement (x) the documents and instruments identified
on Schedule 6 attached hereto constitute all of the material documents and instruments
delivered in connection with the Spring Meadow Loan (the “Spring Meadow Loan Documents”); (y) the
Spring Meadow Loan Documents are in full force and effect and have not been amended except as set
forth on Schedule 6; and (z) Cedar has not received written notice from the seller under
the applicable Purchase Contract that the borrower under the Spring Meadow Loan Documents is in
material default thereunder, which default remains uncured. To the knowledge of Cedar, as of the
Closing Date, the applicable Contract Property Owner will not have received written notice from the
lender under the Spring Meadow Loan Documents that such Contract Property Owner is in material
default thereunder, which default remains uncured.



               (xx) Current Loan Documents. Other than in connection with the New Stone Hedge Loan
and the New Parkway Plaza Loan, as and to the extent in effect as of the applicable Closing Date,
no Property Owner has entered into any loan documents secured in whole or in part by the applicable
Property that will be binding on such Property Owner after the applicable Closing Date other than
the Current Loan Documents.



               (xxi) Purchase Contracts. Prior to the date hereof, Cedar has delivered to Homburg,
copies of the Purchase Contracts, which are true, correct and complete in all material respects. As
of the date hereof, none of the Purchase Contracts has been modified, amended, supplemented,
canceled or terminated except as otherwise provided herein. Cedar has not heretofore assigned or
in any manner encumbered or otherwise transferred its interests in any Purchase Contract to any
other person or entity. To the knowledge of Cedar, as of the date of this Agreement (x) the
Purchase Contracts are in full force and effect, (y) Cedar has not given or received written notice
to or from the seller under any Purchase Contract of any uncured default



28









 







of any material obligations thereunder and (z) each of the representations and warranties made
by the applicable seller under each Purchase Contract is true and correct in all material respects.



               (xxii) Notices of Condemnation, Violations. To the knowledge of Cedar, as of the date
hereof, neither Cedar nor any Existing Cedar Property Owner has received written notice from any
Governmental Authority of (a) any notice of condemnation of all or any part of the Existing Cedar
Properties or (b) any violations by any Existing Cedar Property Owner of any zoning ordinance, law
or other legal requirement relating to the ownership of the Existing Cedar Properties, which have
not been corrected in all material respects and which have a material adverse effect on the value,
use or operation of such Existing Cedar Property.



          Notwithstanding the foregoing or anything to the contrary contained in this Agreement, in the
event that Cedar shall purchase all of the direct or indirect interests in one or more of the
sellers under the Purchase Contracts rather than purchase the fee interests in the related the
Contract Property(ies), then each of the representations and warranties made by Cedar herein that
shall relate to the Contract Property Owners shall, in addition to any other limitation or
qualification applicable thereto, be further limited to the knowledge of Cedar and relate only to
periods from and after the date that Cedar shall have acquired such interests (i.e. the applicable
Purchase Contract Closing).




          (b) Knowledge of Cedar. References to the “knowledge” of Cedar or words of similar
import shall refer only to (i) the knowledge of Cedar of information actually and specifically set
forth in written materials physically located in the files and property records maintained by Cedar
at its office and (ii) the current actual (as opposed to implied or constructive) knowledge of Leo
S. Ullman and Brenda Walker and shall not be construed, by imputation or otherwise, to refer to the
knowledge of Cedar or any parent, subsidiary or affiliate of Cedar or to any other officer, agent,
manager, representative or employee of Cedar or to impose upon Leo S. Ullman or Brenda Walker any
duty to investigate the matter to which such actual knowledge, or the absence thereof, pertains.
Notwithstanding anything to the contrary contained in this Agreement, neither Leo S. Ullman nor
Brenda Walker shall have any personal liability hereunder.




          (c) Knowledge of Homburg. Notwithstanding anything to the contrary contained in this
Agreement, with respect to each Transaction, (i) if any of the representations or warranties of
Cedar contained in this Agreement or in any document or instrument delivered in connection herewith
are materially false or inaccurate, or Cedar is in material breach or default of any of its
obligations under this Agreement that survive a Closing, and Homburg nonetheless close such
Transaction hereunder, then none of the Cedar Partners shall have any liability or obligation
respecting such false or inaccurate representations or warranties or other breach or default (and
any cause of action resulting therefrom shall terminate upon such Closing) in the event that either
(x) on or prior to the applicable Closing, Homburg shall have had actual knowledge of the false or
inaccurate representations or warranties or other breach or default, or (y) the accurate state of
facts pertinent to such false or inaccurate representations or warranties or other breach or
default was contained in any of the Information and (ii) to the extent the copies of the Leases,
the Service Contracts, any estoppel certificates or any other such Information furnished to or
otherwise obtained by Homburg prior to the applicable Closing contain provisions or information
that are inconsistent

29









 








with the foregoing representations and warranties, none of the Cedar Partners shall have any
liability or obligation respecting such inconsistent representations or warranties (and Homburg
shall have no cause of action with respect thereto), and such representations and warranties shall
be deemed modified to the extent necessary to eliminate such inconsistency and to conform such
representations and warranties to such Leases, Service Contracts and other Information.




          (d) DISCLAIMER OF REPRESENTATIONS. EXCEPT AS SPECIFICALLY SET FORTH IN THIS
AGREEMENT, THE TRANSFER OF THE INTERESTS AND THE PROPERTIES HEREUNDER IS AND WILL BE MADE ON AN “AS
IS” ,”WHERE IS,” AND “WITH ALL FAULTS” BASIS, WITHOUT REPRESENTATIONS AND WARRANTIES OF ANY KIND OR
NATURE, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING ANY REPRESENTATION OR WARRANTY CONCERNING TITLE TO
THE PROPERTIES, THE PHYSICAL CONDITION OF THE PROPERTIES (INCLUDING THE CONDITION OF THE SOIL OR
THE IMPROVEMENTS), THE ENVIRONMENTAL CONDITION OF THE PROPERTIES (INCLUDING THE PRESENCE OR ABSENCE
OF HAZARDOUS SUBSTANCES ON OR AFFECTING THE PROPERTY), THE COMPLIANCE OF THE PROPERTIES OR THE
PROPERTY OWNERS WITH APPLICABLE LAWS AND REGULATIONS (INCLUDING ZONING AND BUILDING CODES OR THE
STATUS OF DEVELOPMENT OR USE RIGHTS RESPECTING THE PROPERTIES), THE FINANCIAL CONDITION OF THE
PROPERTIES, THE PROPERTY OWNERS OR ANY OTHER REPRESENTATION OR WARRANTY RESPECTING ANY INCOME,
EXPENSES, CHARGES, LIENS OR ENCUMBRANCES, RIGHTS OR CLAIMS ON, AFFECTING OR PERTAINING TO THE
PROPERTIES, THE PROPERTY OWNERS, THE INTERESTS OR ANY PART THEREOF. HOMBURG ACKNOWLEDGES THAT
PRIOR TO THE EXPIRATION OF THE DILIGENCE PERIOD HOMBURG WILL HAVE EXAMINED, REVIEWED AND INSPECTED
ALL MATTERS WHICH IN THE JUDGMENT OF HOMBURG BEAR UPON THE PROPERTIES, THE INTERESTS AND THEIR
VALUE AND SUITABILITY. EXCEPT AS TO MATTERS SPECIFICALLY SET FORTH IN THIS AGREEMENT: (A) HOMBURG
WILL ACQUIRE THE INTERESTS (INCLUDING AN INDIRECT INTEREST IN THE PROPERTIES) SOLELY ON THE BASIS
OF THEIR OWN PHYSICAL AND FINANCIAL EXAMINATIONS, REVIEWS AND INSPECTIONS AND (B) WITHOUT LIMITING
THE FOREGOING, HOMBURG WAIVES ANY RIGHT THEY OTHERWISE MAY HAVE AT LAW OR IN EQUITY, INCLUDING,
WITHOUT LIMITATION, THE RIGHT TO SEEK DAMAGES FROM CEDAR IN CONNECTION WITH THE CONDITION OF THE
PROPERTIES AND THE INTERESTS, INCLUDING ANY RIGHT OF CONTRIBUTION UNDER THE COMPREHENSIVE
ENVIRONMENTAL RESPONSE COMPENSATION AND LIABILITY ACT. THE PROVISIONS OF THIS SECTION 11(d) SHALL
SURVIVE THE CLOSING.




          (e) Survival of Representations and Warranties of Cedar. Notwithstanding anything to
the contrary contained in this Agreement, all representations and warranties of Cedar contained in
this Section 11 with respect to each Transaction and the related Existing Cedar Property, Property
Owner, Interests, Purchase Contract (if applicable) and Cedar Partners shall survive the Closing of
such Transaction for a period of one (1) year (except that the representations and warranties of
Cedar contained in Section 11(a)(i)-(iv) shall survive the Closing of the applicable Transaction
for a period of two (2) years and the representations and

30









 








warranties of Cedar contained in Section 11(a)(v) shall survive the Closing until the
expiration of the applicable statute of limitations). This Section 11(e) shall survive the
Closings.




     12. Representations and Warranties of Homburg.



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




               (i) Due Authority. This Agreement and all agreements, instruments and documents
herein provided to be executed by Homburg have been or by Closing will be, duly authorized,
executed and delivered by and are binding upon Homburg. As of the Closing Date, this Agreement
will constitute the legal, valid and binding obligations of Homburg and shall be enforceable
against Homburg in accordance with its terms, except as such enforceability may be limited by (i)
bankruptcy, insolvency or other similar laws affecting creditor’s rights generally and (ii) general
principles of equity. Homburg is a corporation, duly organized and validly existing and in good
standing under the laws of the state of Colorado, and is duly authorized and qualified to do all
things required of it under this Agreement and all agreements, instruments and documents herein
provided to be executed by Homburg.



               (ii) Litigation. To the knowledge of Homburg, there is no material pending or
threatened litigation action against Homburg.



               (iii) No Insolvency. Homburg is not and as of the applicable Closing Date, Homburg
will not be, a debtor in any state, federal or foreign insolvency, bankruptcy, receivership
proceeding.



               (iv) OFAC. Neither Homburg nor any member, partner or shareholder of Homburg, nor to
the knowledge of Homburg, any Person with actual authority to direct the actions of Homburg nor, to
the knowledge of Homburg any other Persons holding any legal or beneficial interest whatsoever in
Homburg (A) are named on any list of Persons and governments issued by OFAC pursuant to Executive
Order 13224, as in effect on the date hereof, or any similar list known to Homburg or publicly
issued by OFAC or any other department or agency of the United States of America (collectively, the
“OFAC Lists”), (B) are included in, owned by, controlled by, knowingly acting for or on behalf of,
knowingly providing assistance, support, sponsorship, or services of any kind to, or otherwise
knowingly associated with any of the Persons referred to or described in the OFAC Lists, or (C) has
knowingly conducted business with or knowingly engaged in any transaction with any Person named on
any of the OFAC Lists or any Person included in, owned by, controlled by, acting for or on behalf
of, providing assistance, support, sponsorship, or services of any kind to, or, to the knowledge of
Homburg, otherwise associated with any of the Persons referred to or described in the OFAC Lists.



               (v) Conflicts. Neither the entry into nor the performance of this Agreement by
Homburg will (i) violate or result in a material breach under, or constitute a material default
under, any corporate charter, certificate of incorporation, by-law, partnership agreement,
indenture, contract, permit, judgment, decree or order to which Homburg is a party or by which
Homburg is bound, or (ii) except with respect to the Loan Approvals, require the



31









 







consent of any third party other than as has already been obtained or is otherwise
specifically set forth herein.



     13. Investment Representations, Etc.



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




          (b) Cedar, for itself and for each Cedar Partner, and Homburg each acknowledges that: (i) the
offering of the Interests has not been, and will not be, registered with the Commission under and
pursuant to the Securities Act; (ii) the Interests have not been qualified for sale in any state
under applicable state securities or Blue Sky Laws; (iii) in purchasing the Interests it must bear
the economic risks of the investment for an indefinite period of time because the Interests cannot
be sold unless the offering of such Interests is subsequently registered under that Securities Act
or an exemption from such registration is available; (iv) with respect to the tax and other legal
consequences of an investment in the Interests, it is relying solely upon advice of its own tax and
legal advisors; and (v) the Amended and Restated Partnership Agreements and any other evidence of
ownership of Interests will bear a legend reflecting the unregistered and restricted nature of the
Interests; provided, however the foregoing Sections 13(a) and 13(b) are subject to and do not
derogate from the reliance by each of Homburg and Cedar on the truth and accuracy of the express
representations, warranties and covenants of the other in this Agreement or any of the closing
documents executed and delivered by the other in connection with a Closing.




          (c) Cedar and Homburg each agrees that: (i) it will not dispose of any of the Interests
without registration under the Securities Act unless and until the proposed sale or transfer of the
Interests is exempt from the registration requirements of the Securities Act, as evidenced (if
desired by such Property Owner) by a written opinion of counsel of recognized standing in
Securities Law, provided no such opinion shall be required to be delivered in connection with the
Syndication.




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          (d) The provisions of this Section 13 shall survive the Closings.




     14. Interim Covenants of Cedar.



          (a) With respect to each of the Existing Cedar Properties, Cedar shall cause each of the
Existing Cedar Property Owners to operate its Existing Cedar Property in substantially the same
manner as prior hereto pursuant to its normal course of business until the applicable Closing Date;
provided, however that, without the prior consent of Homburg, Cedar shall not (except to the extent
expressly provided herein):




               (i) refinance any of the Current Loans or amend, modify or terminate in any material respect
any of the Current Loan Documents, which termination, modification or amendment could reasonably be
expected to have a material adverse impact on the applicable Property Owner; or



               (ii) enter into, terminate, modify or amend, or waive in writing or otherwise in any material
respect, any Lease for an area in excess of twenty-five percent (25%) of the aggregate rentable
square feet of the improvements located on the applicable Existing Cedar Property, which
termination, modification or amendment, could reasonably be expected to have a material adverse
impact on the applicable Property Owner.


To the extent that a Purchase Contract shall provide Cedar with approval rights with respect to the
entering into, modification, amendment or termination of any Leases or Current Loan Documents
affecting any Contract Property, Cedar shall not exercise such approval rights without the prior
consent of Homburg; provided, however, that Cedar shall only be required to seek such consent of
Homburg if the circumstances are such that, had the subject Property been an Existing Cedar
Property instead of a Contract Property, Cedar would have been required to obtain the consent of
Homburg pursuant to this Section 14(a). The failure of Homburg to consent or not consent to any
action proposed by Cedar under this Section 14(a) within five (5) Business Days after notice from
Cedar shall be deemed consent by Homburg to such proposed action. At such time as any Purchase
Contract Closing shall have occurred and the applicable Contract Property Owner shall have acquired
title to the applicable Contract Property, the covenants of Cedar with respect to the Existing
Cedar Property Owners contained in this Section 14(a) shall be applicable to each such Contract
Property Owner.




          (b) Following request therefor, Cedar agrees to keep Homburg informed of the status of the
Purchase Contracts and provide Homburg with materials related thereto that are readily available to
Cedar; provided, however, that Cedar shall, in any event, promptly deliver to Homburg copies of any
written notice of closing date adjournment or default given or received by Cedar with respect to a
Purchase Contract and notify Homburg of the occurrence of any Purchase Contract Closing and/or the
modification, amendment, assignment or termination of any Purchase Contract, as applicable. In
addition, Cedar shall promptly provide Homburg with copies of any written notice delivered to Cedar
by a seller under any Purchase Contract respecting any defaults by such seller under any of the
Current Loan Documents encumbering the applicable Contract Property. Notwithstanding the
foregoing, Cedar shall provide to Homburg for its prior written approval, not to be unreasonably
withheld, conditioned or delayed, a true and correct copy (in all material respects) of any
proposed amendment or modification (an




33









 







“Equity Sale Amendment”) to any of the Purchase Contracts, which amendment or modification
provides for the purchase and sale by Cedar of the direct or indirect interests in any of the
sellers thereunder in lieu of purchasing the fee interests in applicable Contract Property(ies) (an
“Equity Sale”). The failure of Homburg to give or withhold its consent to any such proposed
amendment or modification within five (5) Business Days after delivery thereof to Homburg shall be
deemed Homburg’s consent thereto. Cedar shall provide to Homburg, promptly following Cedar’s
receipt thereof, copies of all books and records, balance sheets, general ledgers and tax returns
of the sellers under the Purchase Contracts and any other financial information regarding such
sellers and/or any Person providing an indemnity or guaranty with respect to a proposed Equity Sale
as Homburg shall reasonably request from time to time and which shall be in the possession of
Cedar. If as a result of Homburg’s review of such information or any other matter deemed relevant
by Homburg with respect to any proposed Equity Sale(s), Homburg determines, in its reasonable
discretion, it does not wish for Cedar to proceed with such Equity Sale(s), then Homburg shall have
the right, on notice to Cedar given at least ten (10) days prior to the closing date under the
applicable Purchase Contract(s), to direct Cedar to not to proceed with an Equity Sale, whereupon
such Purchase Contract(s) shall continue in full force and effect as though unmodified by such
Equity Sale Amendment(s), provided that Cedar may, in its sole determination, elect to proceed with
such Equity Sale, in which event Homburg shall have the right to terminate this Agreement as to the
applicable Transaction(s) by written notice to Cedar within one (1) Business Day following receipt
of notice from Cedar of its election to proceed with such Equity Sale, upon which Termination the
applicable Allotted Deposit(s) shall be refunded to Homburg, the Consideration shall be reduced by
an amount equal to the applicable Allotted Consideration and the parties hereto shall be relieved
of all further liability and responsibility under this Agreement with respect to such
Transaction(s) (except for any obligation expressly provided to survive a termination of this
Agreement).




          (c) Following the date hereof, Cedar agrees to use commercially reasonable efforts to cause
the release of the Stone Hedge Property from the lien of the Stone Hedge Line of Credit.




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

34









 








accordance with the terms of this Section 14(d), Homburg shall disapprove of the terms of
either the New Parkway Plaza Application or the New Parkway Plaza Loan Documents, Cedar shall have
the option, in its sole direction, to either (i) cause the New Parkway Plaza Application or the New
Parkway Plaza Loan Documents, as applicable, to be modified until Homburg shall approve the same
(which approval shall not be unreasonably withheld, conditioned or delayed) or (ii) terminate this
Agreement with respect to the Contract Transaction involving the Parkway Plaza Property only, in
which case the applicable Allotted Deposit shall be refunded to Homburg and the Consideration shall
be reduced by the amount of the applicable Allotted Consideration, and the parties hereto shall be
relieved of all further liability and responsibility under this Agreement with respect to the
Parkway Plaza Property and the Interests related thereto, except for any obligation expressly
provided to survive a termination of this Agreement. If this Agreement shall not be terminated as
to the Parkway Plaza Property as aforesaid, in the event that the New Parkway Plaza Loan shall
close prior to the Closing of the Contract Transaction involving the Parkway Plaza Property as
contemplated herein, the Allotted Consideration payable by Homburg at such Closing shall be
equitably adjusted (x) to account for the outstanding principal amount of the New Parkway Plaza
Loan and (y) such that Homburg shall be responsible for its Percentage Interests of all third party
transaction costs and closing costs incurred in obtaining the New Parkway Plaza Loan. In addition,
if the New Parkway Plaza Loan shall have closed prior to the Closing of the Contract Transaction
involving the Parkway Plaza Property, Homburg shall pay to Cedar at the Closing of such Contract
Transaction, its Percentage Interest of a financing fee equal to one-half of one percent (0.5%) of
the original principal amount of the New Parkway Plaza Loan; provided, however, that any such
financing fee payable hereunder shall not exceed $50,000. In the event the New Parkway Plaza Loan
shall close on or after the Closing of the Contract Transaction involving the Parkway Plaza
Property, the financing fee payable to Cedar in connection therewith shall be governed by the terms
of the applicable Management Agreement. The provisions of this Section 14(d) shall survive the
Closing.




          (e) Prior to the Closing of the Existing Cedar Transaction involving the Stone Hedge Property,
in its discretion, following the release of the Stone Hedge Property from the Stone Hedge Line of
Credit, Cedar may cause the applicable Property Owner to finance the Stone Hedge Property with a
mortgage loan secured by such Property on such commercially reasonable terms as Cedar shall
determine (the “New Stone Hedge Loan”). Promptly upon receipt thereof, Cedar agrees to deliver a
copy of either the loan application or commitment received from the applicable lender in connection
with the New Stone Hedge Loan (the “New Stone Hedge Application”) to Homburg for its review and
approval, not to be unreasonably withheld or conditioned. Likewise, prior to entering into the
loan documents and instruments evidencing the New Stone Hedge Loan (the “New Stone Hedge Loan
Documents”), Cedar agrees to deliver copies of the same to Homburg for its review and approval, not
to be unreasonably withheld or conditioned; provided, however, that Homburg shall have no right to
disapprove the New Stone Hedge Loan Documents unless the same materially and adversely conflict
with the terms of the New Stone Hedge Application. In the event that Homburg shall fail to deliver
written approval or disapproval of the terms of either the New Stone Hedge Application or the New
Stone Hedge Loan Documents within five (5) Business Days after receipt thereof, Homburg shall be
deemed to have approved the same. If, in accordance with the terms of this Section 14(e), Homburg
shall disapprove of the terms of either the New Stone

35









 








Hedge Application or the New Stone Hedge Loan Documents, Cedar shall have the option, in its
sole direction, to either (i) cause the New Stone Hedge Application or the New Stone Hedge Loan
Documents, as applicable, to be modified until Homburg shall approve the same (which approval shall
not be unreasonably withheld, conditioned or delayed) or (ii) terminate this Agreement with respect
to the Existing Cedar Transaction involving the Stone Hedge Property only, in which case the
applicable Allotted Deposit shall be refunded to Homburg and the Consideration shall be reduced by
the amount of the applicable Allotted Consideration, and the parties hereto shall be relieved of
all further liability and responsibility under this Agreement with respect to the Stone Hedge
Property and the Interests related thereto, except for any obligation expressly provided to survive
a termination of this Agreement. If this Agreement shall not be terminated as to the Stone Hedge
Property as aforesaid, in the event that the New Stone Hedge Loan shall close prior to the Closing
of the Transaction involving the Stone Hedge Property as contemplated herein, the Allotted
Consideration payable by Homburg at such Closing shall be equitably adjusted (x) to account for the
outstanding principal amount of the New Stone Hedge Loan and (y) such that Homburg shall be
responsible for its respective Percentage Interests of all third party transaction costs and
closing costs incurred in obtaining the New Stone Hedge Loan. In addition, if the New Stone Hedge
Loan shall have closed prior to the Closing of the Contract Transaction involving the Stone Hedge
Property, Homburg shall pay to Cedar at the Closing of such Contract Transaction, its Percentage
Interest of a financing fee equal to one-half of one percent (0.5%) of the original principal
amount of the New Stone Hedge Loan; provided, however, that any such financing fee payable
hereunder shall not exceed $50,000. In the event the New Stone Hedge Loan shall close on or after
the Closing of the Contract Transaction involving the Stone Hedge Property, the financing fee
payable to Cedar in connection therewith shall be governed by the terms of the applicable
Management Agreement. The provisions of this Section 14(e) shall survive the Closing.




          (f) Cedar shall use commercially reasonable efforts to deliver to Homburg before the
applicable Closing Date, tenant estoppel certificates (“Tenant Estoppels”) from tenants under
Leases occupying each Existing Cedar Property, each on the applicable tenant’s standard estoppel
form or as otherwise prescribed by its Lease or on a commercially reasonable form. In addition,
Cedar agrees to deliver to Homburg, promptly upon receipt thereof, copies of any and all Tenant
Estoppels received from tenants under Leases affecting the Contract Properties. For avoidance of
doubt, failure by Cedar to obtain any Tenant Estoppel shall constitute neither a default by Cedar
under this Agreement nor the failure of a condition precedent to the obligation of any party to
close hereunder.




     15. Deliveries to be made on the Closing Date.



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




               (i) the applicable Amended and Restated Partnership Agreement and any formation or similar
certificates required by the laws of the State of Delaware, executed by the applicable Cedar
Partners;



36









 





               (ii) assignment and assumption agreements in the form attached hereto as Exhibit G
between Cedar, as assignor, and Homburg, as assignee, of the applicable Interests (each, an
“Assignment and Assumption Agreement”), executed by Cedar;



               (iii) with respect to each Property, the Management Agreement, executed by the applicable
Property Owner and the Manager;



               (iv) all applicable transfer tax forms, if any;



               (v) the affidavit referred to in Section 1445 of the Code with all pertinent information
confirming that Cedar is not a foreign person, trust, estate, corporation or partnership;



               (vi) evidence reasonably satisfactory to the Title Company respecting the due organization of
the Cedar Partners and the due authorization and execution by the applicable Cedar Partners of this
Agreement and the documents required to be delivered hereunder;



               (vii) to the extent reasonably required by the Title Company, an affidavit of title in the
form attached hereto as Exhibit H;



               (viii) a certificate (the “Update Certificate”) of Cedar dated as of the Closing Date
certifying that the representations and warranties of Cedar set forth in Section 11(a) of this
Agreement, other than the representations and warranties set forth in Section 11(a) of this
Agreement which are made as of the date of this Agreement (the representations and warranties of
Seller set forth in Section 11(a) of this Agreement, other than the representations and warranties
set forth in Section 11(a) of this Agreement which are made as of the date of this Agreement, being
hereafter referenced to as “Closing Date Representations”) remain true and correct in all material
respects as of the Closing Date, it being agreed that if any Closing Date Representation shall no
longer be true and correct in any material respect due to a change in the facts or circumstances
which do not otherwise constitute a default of Cedar pursuant to the express terms of this
Agreement and Cedar is unable to deliver the Update Certificate, the failure of Cedar to deliver
the Update Certificate shall constitute a failure of a condition to Closing and shall not
constitute a default by Cedar under this Agreement, and the sole remedy of Homburg in connection
therewith shall be to terminate this Agreement with respect to all Transactions not yet closed by
written notice to Cedar (in which event the unapplied portion of the Deposit shall be returned to
Homburg and no party hereto shall have any further obligations under this Agreement except under
those provisions of this Agreement that expressly survive a termination of this Agreement); and



               (ix) a settlement statement prepared by the Title Company and approved by Cedar and Homburg
(the “Settlement Statement”).



          (b) Homburg Deliveries: Homburg shall deliver or cause to be delivered to Cedar, the
Property Owners or the Title Company, as the case may be, on the Closing Date the following
(collectively, “Homburg Deliveries”):




37









 








               (i) the applicable Net Consideration required to be paid by Homburg to Cedar pursuant to
Section 2 hereof;



               (ii) the Assignment and Assumption Agreement, executed by Homburg.



               (iii) the applicable Amended and Restated Partnership Agreement and any certificates required
by the laws of the State of Delaware, executed by Homburg;



               (iv) all applicable transfer tax forms, if any;



               (v) evidence reasonably satisfactory to the Title Company respecting the due organization of
Homburg and the due authorization and execution by Homburg of this Agreement and the documents
required to be delivered hereunder; and



               (vi) the Settlement Statement.



     16. Conditions to the Closings.



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




               (i) performance and observance in all material respects, by Cedar of all covenants, warranties
and agreements of this Agreement to be performed or observed by Cedar prior to or on the applicable
Closing Date;



               (ii) receipt of any Loan Approval applicable to such Transaction;



               (iii) with respect to the first Closing to occur pursuant to the terms of this Agreement, no
less than four (4) Transactions shall be the subject thereof;



               (iv) the Conversion or Formation applicable to such Transaction shall have occurred;



               (v) with respect to each Contract Transaction only, the applicable Purchase Contract Closing
shall have occurred;



               (vi) with respect to the Transaction involving the Stone Hedge Property only, such Property
shall have been released from the lien of the Stone Hedge Line of Credit;



               (vii) the representations and warranties of Cedar set forth in Section 11 and Section 13
hereof (other than those representations and warranties made as of the date of this Agreement)
being true and correct in all material respects; and



               (viii) the fulfillment on or before the applicable Closing Date of all other conditions
precedent to Closing benefiting Homburg specifically enumerated in this Agreement



38









 







respecting the subject Transaction, any or all of which may be waived by Homburg in its sole
discretion.



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




               (i) performance and observance by Homburg in all material respects, of all covenants and
agreements of this Agreement to be performed or observed by Homburg prior to or on the applicable
Closing Date;



               (ii) receipt of any Loan Approval applicable to such Transaction;



               (iii) with respect to the first Closing to occur pursuant to the terms of this Agreement, no
less than four (4) Transactions shall be the subject thereof, as determined pursuant to Section 4
hereof;



               (iv) with respect to each Contract Transaction only, the closing under the applicable Purchase
Contract shall have occurred;



               (v) with respect to the Transaction involving the Stone Hedge Property only, such Property
shall have been released from the lien of the Stone Hedge Line of Credit;



               (vi) the representations and warranties of Homburg set forth in Section 12 and Section 13
hereof being true and correct in all material respects; and



               (vii) the fulfillment on or before the Closing Date of all other conditions precedent to
Closing benefiting Cedar specifically set forth in this Agreement respecting the subject
Transaction, any or all of which may be waived by Cedar in its sole discretion.



     17. Apportionments.



          (a) With respect to each Property, the following shall be prorated between the applicable
Property Owner as constituted immediately prior to the Closing, and the applicable Property Owner
as constituted immediately following the Closing, as of 11:59 p.m. on the day preceding the Closing
Date (on the basis of the actual number of days elapsed over the applicable period):




               (i) Fixed rents, additional rents and all other sums and credits due or payable under the
applicable Leases and any other items of income, as and when collected;



               (ii) All real estate taxes, water charges, sewer rents, vault charges and assessments on the
Property on the basis of the fiscal year for which assessed (except to the extent required to be
paid by tenants in good standing pursuant to Leases);



               (iii) All operating expenses (except to the extent required to be paid by tenants in good
standing pursuant to Leases);



39









 





               (iv) Any prepaid items, including, without limitation, fees for licenses and annual permit and
inspection fees;



               (v) Utilities, including, without limitation, telephone, steam, electricity and gas, on the
basis of the most recently issued bills therefor (except to the extent required to be paid by
tenants pursuant to Leases);



               (vi) Deposits with telephone and other utility companies;



               (vii) Payments of principal and interest and other costs payable under any Current Loan
Documents, New Parkway Plaza Loan Documents and New Stone Hedge Loan Documents, as applicable; and



               (viii) Such other items as are customarily apportioned between sellers and purchasers of real
properties (and interests therein) of a type similar to the Properties and located in the
Commonwealth in which each such Property is located.



          (b) If, on the Closing Date, any items of additional rent or percentage rent under the Leases
or other income or expense of the Properties shall not have been ascertained, then such items shall
be adjusted retroactively as and when the same are ascertained.




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




          (d) All apportionments made under this Agreement shall be calculated (1) as between the
Property Owners, as constituted prior to the applicable Closing as the prior owners of the
Properties, and such Property Owners, as constituted following the applicable Closing as the new
owners of the Properties, and then (2) the applicable Allotted Consideration shall be adjusted at
the applicable Closing such that Cedar and Homburg shall share in the credits and debits of the
Property Owners in proportion to their respective interests in such Property Owners immediately
following the Closing.




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




40









 








          (f) Notwithstanding anything to the contrary contained in this Agreement, with respect to the
Existing Cedar Properties only, Cedar shall remain liable for actual damages (including
out-of-pocket expenses actually incurred by the Property Owners) resulting from (w) uninsured third
party tort claims arising and accruing prior to the applicable Closing Date and which are both
unrelated to the environmental condition of any Existing Cedar Property or any physical condition
known by or disclosed to Homburg or any Homburg Representatives and based solely on the actions or
omissions of any Existing Cedar Property Owner prior to the applicable Closing Date (the parties
acknowledge that Cedar shall not be responsible hereunder for third party tort claims that are
uninsured by reason of the applicable insurance deductible), (x) any breach by any Existing
Property Owner of its obligations under any of the Service Contracts and Leases arising prior to
the applicable Closing Date unless Homburg shall have received an estoppel certificate with respect
to such Service Contract or Lease prior to applicable Closing or (A) such breach shall have been
disclosed to or known by Homburg prior to the applicable Closing Date or (B) the applicable
Allotted Consideration shall have been adjusted to reflect such monetary obligation or breach, (y)
any tax liability of any Existing Cedar Property Owner allocable to periods prior to the applicable
Closing Date, and (z) the completion of certain tenant improvements required to be performed by the
lessor under certain Leases, all as more particularly identified on Schedule 4 attached
hereto (the “Tenant Improvements”), as and to the extent the same have not been completed prior to
the applicable Closing Date. Homburg acknowledges and agrees that its sole and exclusive remedy
against Cedar in connection with the foregoing responsibilities shall be either an action for
specific performance or a claim for actual damages (excluding special, consequential and punitive
damages), Homburg hereby waiving any other right or remedy it may otherwise have at law or equity.
The provisions of this Section 17 notwithstanding, nothing contained herein shall limit or in any
way be deemed to modify the “as is, where is” nature of the Transactions as more particularly set
forth in Section 11(d) of this Agreement and Homburg hereby confirms its agreement to waive any
right it may have at law or in equity, including, without limitation, the right to seek damages or
contribution from Cedar in connection with the physical (including, without limitation,
environmental) condition of the Properties (except in connection with any breach of applicable
representations and warranties of Cedar contained in Section 11(a) in accordance with the terms and
conditions of this Agreement).




     The provisions of this Section 17 shall survive the Closings.



     18. Condemnation or Destruction of the Properties. In the event that, after the date
hereof but prior to the applicable Closing Date with respect to any Property then owned by Cedar or
any affiliate, either any portion of such Property is taken (or so threatened by written notice
delivered to the applicable Contract Property Owner by a governmental authority having
jurisdiction) pursuant to eminent domain proceedings or condemnation or any of the improvements on
such Property are damaged or destroyed by fire or other casualty, Cedar shall, promptly upon
becoming aware of the same, deliver or cause to be delivered to Homburg, notice of any such eminent
domain proceedings or casualty. Except as otherwise expressly provided herein, neither Cedar nor
any Property Owner shall have the obligation to restore, repair or replace any portion of any
Property or any such damage or destruction. If, with respect to any Property, the amount of the
damage (as determined by an independent third party contractor or engineer selected by Cedar and
reasonably approved by Homburg) or the amount of



41









 







condemnation award shall exceed an amount equal to ten percent (10%) of the applicable
Allotted Consideration, Homburg shall have the right to terminate this Agreement as to the
applicable Transaction only by written notice to Cedar given within ten (10) days after
notification to Homburg of the estimated amount of damages or the determination of the amount of
any condemnation award, whereupon the applicable Allotted Deposit shall be refunded to Homburg, the
Consideration shall be reduced by an amount equal to the applicable Allotted Consideration and the
parties hereto shall be relieved of all further liability and responsibility under this Agreement
with respect to such Transaction (except for any obligation expressly provided to survive a
termination of this Agreement). In the event of any condemnation or casualty as aforesaid, the
applicable Closing Date shall be extended as and to the extent necessary to permit the
determination of the damage amount or condemnation award in the manner herein provided, to a
Business Day selected by Cedar and reasonably approved by Homburg. The parties hereby waive the
provisions of any statute which provides for a different outcome or treatment in the event of a
casually or a condemnation or eminent domain proceeding.



     19. Release.



          (a) EFFECTIVE AS OF THE CLOSING OF EACH TRANSACTION, HOMBURG SHALL BE DEEMED TO HAVE RELEASED
CEDAR AND ALL CEDAR RELATED PARTIES FROM ALL CLAIMS WHICH HOMBURG OR ANY AGENT, REPRESENTATIVE,
AFFILIATE, EMPLOYEE, DIRECTOR, OFFICER, PARTNER, MEMBER, SERVANT, SHAREHOLDER OR OTHER PERSON OR
ENTITY ACTING ON BEHALF OF OR OTHERWISE RELATED TO OR AFFILIATED WITH, HOMBURG (EACH, A “HOMBURG
RELATED PARTY”) HAS OR MAY HAVE ARISING FROM OR RELATED TO ANY MATTER OR THING RELATED TO OR IN
CONNECTION WITH THE APPLICABLE PROPERTY AND THE APPLICABLE INTERESTS INCLUDING THE DOCUMENTS AND
INFORMATION REFERRED TO HEREIN, THE PURCHASE CONTRACTS, THE LEASES AND THE TENANTS THEREUNDER, ANY
CONSTRUCTION DEFECTS, ERRORS OR OMISSIONS IN THE DESIGN OR CONSTRUCTION OF ALL OR ANY PORTION OF
THE APPLICABLE PROPERTY AND ANY ENVIRONMENTAL CONDITIONS, AND HOMBURG SHALL NOT LOOK TO CEDAR OR
ANY CEDAR RELATED PARTIES IN CONNECTION WITH THE FOREGOING FOR ANY REDRESS OR RELIEF. THIS RELEASE
SHALL BE GIVEN FULL FORCE AND EFFECT ACCORDING TO EACH OF ITS EXPRESSED TERMS AND PROVISIONS,
INCLUDING THOSE RELATING TO UNKNOWN AND UNSUSPECTED CLAIMS, DAMAGES AND CAUSES OF ACTION; PROVIDED,
HOWEVER, THAT THIS RELEASE SHALL NOT BE APPLICABLE TO ANY CLAIMS ARISING OUT OF THE EXPRESS
COVENANTS, REPRESENTATIONS, OR WARRANTIES SET FORTH IN THIS AGREEMENT OR ANY CLOSING DELIVERY THAT
SHALL EXPRESSLY SURVIVE THE CLOSING OF A TRANSACTION.




          (b) The provisions of this Section 19 shall survive the Closings or a termination of this
Agreement.




42









 








     20. Brokers. Cedar represents and warrants to Homburg, and Homburg represents and
warrants to Cedar, that no broker or finder has been engaged by it, respectively, in connection
with the Transactions contemplated under this Agreement. In the event of a claim for broker’s or
finder’s fee or commissions in connection with the sale contemplated by this Agreement, then Cedar
shall indemnify, defend and hold harmless Homburg from the same if it shall be based upon any
statement or agreement alleged to have been made by Cedar, and Homburg shall indemnify, defend and
hold harmless Cedar from the same if it shall be based upon any statement or agreement alleged to
have been made by Homburg. The provisions of this Section 20 shall survive the Closings and/or a
termination of this Agreement.



     21. Limitation of Liability.



          (a) Notwithstanding anything to the contrary contained in this Agreement or any documents
executed in connection herewith, if one or more of the Transactions shall have closed hereunder,
Cedar shall have not have any liability arising pursuant to or in connection with the
representations, warranties, indemnifications, covenants or other obligations (whether express or
implied) of Cedar under this Agreement (or any document or certificate executed or delivered in
connection herewith) unless claims made by Homburg shall collectively aggregate at least One
Hundred Thousand and 00/100 Dollars ($100,000.00); provided, however, in no event shall the
aggregate liability of Cedar hereunder exceed Two Million and 00/100 Dollars ($2,000,000.00).
Notwithstanding the foregoing, the obligations of Cedar contained in Section 4(d) and 17(f) hereof
shall not be subject to the limitations on liability contained in this Section 21(a).




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




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




     22. Remedies For Default and Disposition of the Deposit.



          (a) CEDAR DEFAULTS. IF ANY TRANSACTION SHALL NOT BE CLOSED BY REASON OF CEDAR’S
BREACH OR DEFAULT UNDER THIS AGREEMENT, THEN HOMBURG SHALL HAVE AS ITS EXCLUSIVE REMEDY THE RIGHT
TO (A) TERMINATE THIS AGREEMENT WITH RESPECT TO ALL TRANSACTIONS NOT YET CLOSED (IN WHICH EVENT THE
UNAPPLIED PORTION OF THE DEPOSIT SHALL BE RETURNED TO HOMBURG, AND NO PARTY HERETO SHALL HAVE ANY
FURTHER OBLIGATION OR LIABILITY TO THE OTHERS EXCEPT WITH RESPECT TO THOSE PROVISIONS OF THIS
AGREEMENT WHICH EXPRESSLY SURVIVE A CLOSING OR TERMINATION OF THIS AGREEMENT), HOMBURG HEREBY
WAIVING ANY RIGHT OR CLAIM TO DAMAGES FOR CEDAR’S BREACH OR (B) SPECIFICALLY ENFORCE THIS AGREEMENT
(BUT NO OTHER ACTION, FOR

43









 








DAMAGES OR OTHERWISE, SHALL BE PERMITTED); PROVIDED THAT ANY ACTION BY HOMBURG FOR SPECIFIC
PERFORMANCE MUST BE FILED, IF AT ALL, WITHIN FORTY-FIVE (45) DAYS OF CEDAR’S BREACH OR DEFAULT, AND
THE FAILURE TO FILE WITHIN SUCH PERIOD SHALL CONSTITUTE A WAIVER BY HOMBURG OF SUCH RIGHT AND
REMEDY. NOTWITHSTANDING THE FOREGOING, IF A CONTRACT TRANSACTION SHALL NOT BE CLOSED BY REASON OF
CEDAR’S BREACH OR DEFAULT UNDER THIS AGREEMENT, IN NO EVENT SHALL HOMBURG HAVE THE RIGHT TO SUE TO
CAUSE CEDAR TO CLOSE THE PURCHASE AND SALE OF A CONTRACT PROPERTY UNDER AN APPLICABLE PURCHASE
CONTRACT AND IF CEDAR SHALL NOT SO CLOSE THE APPLICABLE CONTRACT PROPERTY PURSUANT TO THE
APPLICABLE PURCHASE AGREEMENT, THE SOLE REMEDY OF HOMBURG SHALL BE TO TERMINATE THIS AGREEMENT WITH
RESPECT TO ALL TRANSACTIONS NOT YET CLOSED IN ACCORDANCE WITH CLAUSE (A) ABOVE.




          (b) HOMBURG DEFAULTS. IN THE EVENT ANY TRANSACTION SHALL NOT CLOSE ON ACCOUNT OF
HOMBURG’S BREACH OR DEFAULT, THEN, AT CEDAR’S ELECTION, THIS AGREEMENT SHALL TERMINATE WITH RESPECT
TO ALL TRANSACTIONS NOT YET CLOSED, THE RETENTION OF THE UNAPPLIED PORTION OF THE DEPOSIT SHALL BE
CEDAR’S SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT, SUBJECT TO THE PROVISIONS OF THIS AGREEMENT
THAT EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT; PROVIDED, HOWEVER, NOTHING IN THIS
AGREEMENT SHALL BE CONSTRUED TO LIMIT CEDAR’S RIGHTS OR DAMAGES UNDER ANY INDEMNITIES GIVEN BY
HOMBURG TO CEDAR UNDER THIS AGREEMENT. IN CONNECTION WITH THE FOREGOING, THE PARTIES RECOGNIZE
THAT CEDAR WILL INCUR EXPENSE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT
AND THAT THE INTERESTS (AND RELATED PROPERTIES) WILL BE REMOVED FROM THE MARKET; FURTHER, THAT IT
IS EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN THE EXTENT OF DETRIMENT TO CEDAR CAUSED BY
THE BREACH BY HOMBURG UNDER THIS AGREEMENT AND THE FAILURE OF THE CONSUMMATION OF ANY TRANSACTION
CONTEMPLATED BY THIS AGREEMENT OR THE AMOUNT OF COMPENSATION CEDAR SHOULD RECEIVE AS A RESULT OF
HOMBURG’S BREACH OR DEFAULT.




          (c) Prior to the exercise by Cedar or Homburg of any right or remedy afforded to it pursuant
to Section 22(a) or Section 22(b) herein, as applicable, such party (the “Non-Defaulting Party”)
shall deliver written notice (a “Default Notice”) to the other party hereunder (the “Defaulting
Party”) identifying the applicable breach or default and the Defaulting Party shall have ten (10)
days after delivery such Default Notice to cure such breach or default. If a Defaulting Party
fails to cure any default or breach that is the subject of a Default Notice within such ten (10)
day period, the Non-Defaulting Party may exercise all rights and remedies afforded to it pursuant
to Section 22(a) or Section 22(b) above, as applicable.




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




44









 








     23. Title Reviews.



          (a) Homburg has, or shall promptly after the date hereof, obtain title reports for each of the
Properties from the Title Company (the “Title Reports”). If any exceptions(s) to title to any
Property should appear in the Title Reports that are not Permitted Exceptions, then, no later than
March 26, 2007, Homburg shall promptly deliver copies thereof to Cedar, together with copies of the
applicable exception documentation and written notice of disapproval of said exceptions (a “Title
Objection Letter”). Any such material title exceptions so objected to by Homburg pursuant to this
Section 23(a) shall be deemed to be “Title Objections.” Subject to Section 23(c) below, within ten
(10) days following receipt of the Title Objection Letter, Cedar shall deliver written notice to
Homburg of any Title Objections with respect to which Cedar, in its sole and absolute discretion,
elects to undertake the removal prior to or at the applicable Closing (the “Title Objection
Response”); provided, however, that if Cedar shall fail to deliver any Title Objection Response by
the expiration of such ten (10) day period, Cedar shall be deemed to have elected not to undertake
the removal of the subject Title Objections. Subject to Section 23(c) below, if Cedar elects or is
deemed to have elected not to cure any Title Objection, Homburg’s only option in response thereto
shall be to terminate this Agreement in accordance with Section 9 above. Subject to Section 23(c)
below, if Cedar shall have elected to undertake the removal of a Title Objection but does not cause
the removal thereof by the applicable Scheduled Closing Date, Homburg shall have the option, to be
exercised by Homburg by written notice to Cedar on or before the applicable Scheduled Closing Date,
to either (A) accept the Property “as is” with respect to such Title Objections and consummate the
Closings in accordance with the terms of this Agreement or (B) terminate this Agreement by written
notice thereof to Cedar, and receive a return of the undisbursed portion of the Deposit, whereupon
neither party shall have any obligations or liability hereunder except as expressly intended to
survive a termination of this Agreement or, if applicable, any Closing that may have already
occurred hereunder. Should Homburg fail to elect an option in writing by the applicable Scheduled
Closing Date, Homburg shall be deemed to have elected option (A) above. For avoidance of doubt,
Cedar shall not under any circumstance be required or obligated to cause the cure or removal of any
Title Objection (other than Mandatory Cure Items) including, without limitation, to bring any
action or proceeding, to make any payments or otherwise to incur any expense in order to eliminate
any Title Objection or to arrange for title insurance insuring against enforcement of such Title
Objection against, or collection of the same out of, the applicable Property, notwithstanding that
Cedar may have attempted to do so.




          (b) If Homburg shall object to any exceptions(s) to title to the Property, other than the
Permitted Exceptions, of which Homburg is first made aware in any update made to any Title Report
after the earlier of the date of the Title Objection Letter delivered pursuant to Section 23(a)
above or March 26, 2007, Homburg shall deliver copies thereof to Cedar, together with copies of the
applicable exception documentation(s) and written notice of disapproval of said exceptions no later
than the earlier of (i) the applicable Scheduled Closing Date and (ii) ten (10) days after receipt
by Homburg of the applicable updated Title Report. Any such material title exceptions so objected
to by Homburg pursuant to this Section 23(b) shall be deemed to be “Additional Title Objections.”
Subject to Section 23(c) below, no later than the earlier of (i) the applicable Scheduled Closing
Date and (ii) ten (10) days after receipt by Cedar of written notice from Homburg of any Additional
Title Objections, Cedar shall deliver a Title Objection

45









 








Response to Homburg of any Additional Title Objections with respect to which Cedar, in its
sole and absolute discretion, elects to undertake the removal prior to or at the applicable
Closing; provided, however, that if Cedar shall fail to deliver any Title Objection Response by the
applicable Scheduled Closing Date, Cedar shall be deemed to have elected not to cause the removal
of the subject Additional Title Objections. Notwithstanding the foregoing, in the event Cedar
shall elect to undertake the removal of any Additional Title Objections hereunder, Cedar shall have
the right in its sole and absolute discretion upon delivery of prior written notice to Homburg, to
extend the applicable Scheduled Closing Date by up to thirty (30) days in the aggregate, to cause
the removal thereof. Subject to Section 23(c) below, if Cedar indicates or is deemed to have
indicated that it will not cure any Additional Title Objection or, if Cedar shall have elected to
undertake the removal of an Additional Title Objection but does not cause the removal thereof by
the applicable Schedule Closing Date, Homburg shall have the option, by (I) if Cedar shall have
elected (or is deemed to have elected) not to cause the removal of the Additional Title Objection,
the earlier of the Scheduled Closing Date and third (3rd) Business Day after receipt of the Title
Objection Response (or the date such Title Objection Response shall have been due, as applicable)
or (II) if Cedar shall have elected to undertake the removal of an Additional Title Objection but
does not cause the removal thereof by the applicable Schedule Closing Date, the Scheduled Closing
Date, to either (A) accept the Property “as is” with respect to such Additional Title Objections
and consummate the Closings in accordance with the terms of this Agreement or (B) terminate this
Agreement by written notice thereof to Cedar, and receive a return of the undisbursed portion of
the Deposit, whereupon neither party shall have any obligations or liability hereunder except as
expressly intended to survive a termination of this Agreement or, if applicable, any Closing that
may have already occurred hereunder. Should Homburg fail to elect an option in writing within said
three (3) Business Day period, Homburg shall be deemed to have elected option (A) above. For
avoidance of doubt, Cedar shall not under any circumstance be required or obligated to cause the
cure or removal of any Additional Title Objection (other than Mandatory Cure Items) including,
without limitation, to bring any action or proceeding, to make any payments or otherwise to incur
any expense in order to eliminate any Additional Title Objection or to arrange for title insurance
insuring against enforcement of such Additional Title Objection against, or collection of the same
out of, the applicable Property, notwithstanding that Cedar may have attempted to do so.




          (c) Notwithstanding anything to the contrary contained herein, Cedar shall cause the removal
(by bonding or otherwise) prior to the applicable Scheduled Closing Date of any monetary liens
encumbering any Property (that is not a Permitted Exception hereunder) objected to by Homburg in
accordance with Section 23(a) or Section 23(b) above, if the placing of such lien was solely the
direct result of the actions of Cedar and not otherwise caused by any tenant at, or prior owner of,
the Property or any other third party (each, a “Mandatory Cure Item”).




     24. Notices. All notices, demands, consents, reports and other communications
provided for in this Agreement shall be in writing, shall be given by a method prescribed in this
Section and shall be given to the party to whom it is addressed at the address set forth below or
at such other address(es) as such party hereto may hereafter specify by at least seven (7) days’
prior written notice.



46









 




To Cedar:



c/o Cedar Shopping Centers, Inc.

44 South Bayles Avenue

Port Washington, New York 11050

Attention: Leo S. Ullman

Facsimile: (516) 767-6497



With a copy to:



Stroock & Stroock & Lavan LLP

180 Maiden Lane

New York, New York 10038-4982

Attention: Steven P. Moskowitz, Esq.

Facsimile: (212) 806-6006



To Homburg:



c/o Homburg Invest Inc.

1741 Brunswick Street, Suite 600

Halifax, NS B3J-3X8

Attention: Richard Stolle

Facsimile: 902-468-2457



and to:



c/o Homburg Invest Inc.

11 Akerley Blvd., Suite 200

Dartmouth, NS B3B-1V7

Attention: Gordon Lawlor

Facsimile: 902-469-6776



and to:



c/o Homburg Holdings (U.S.), Inc.

559 East Pikes Peak Avenue

Suite 320

Colorado Springs, Colorado 80903

Attention: Robert W. Harris

Facsimile: 719-633-0278



With a copy to:



Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019-6064

Attention: Steven Simkin, Esq.




47









 







Facsimile: (212) 492-0073



and to:



The DeCaro Law Firm, PC

47 Aspen Court

Evergreen, CO 80439

Attention: Phillip S. DeCaro, Esq.

Facsimile: (303) 679-3327



Any party hereto may change the address to which notice may be delivered hereunder by the giving of
written notice thereof to the other Parties as provided hereinbelow. Any notice or other
communication delivered pursuant to this Section may be mailed by United States or Canadian
certified air mail, return receipt requested, postage prepaid, deposited in a United States or
Canadian Post Office or a depository for the receipt of mail regularly maintained by the United
States Post Office or the Canadian Post Office, as applicable. Such notices, demands, consents and
reports may also be delivered (i) by hand or reputable international courier service which
maintains evidence of receipt or (ii) by facsimile with a confirmation copy delivery by
hand or reputable international courier service which maintains evidence of receipt. Any notices,
demands, consents or other communications shall be deemed given and effective when delivered by
hand or courier or facsimile, or if mailed only, five (5) Business Days after mailing.
Notwithstanding the foregoing, no notice or other communication shall be deemed ineffective because
of refusal of delivery to the address specified for the giving of such notice in accordance
herewith. The provisions of this Section 24 shall survive the Closings and/or a termination of
this Agreement.




     25. Amendments. This Agreement may not be modified or terminated orally or in any
manner other than by an agreement in writing signed by all the parties hereto or their respective
successors in interest. The provisions of this Section 25 shall survive the Closings and/or a
termination of this Agreement.



     26. Governing Law; Jurisdiction; Construction. This Agreement (a) shall be governed
by and construed in accordance with the laws of the State of New York, without giving effect to
principles of conflicts of law and (b) shall be given a fair and reasonable construction in
accordance with the intentions of the parties hereto and without regard to, or aid of, any rules of
construction requiring construction against any party drafting this Agreement. The parties agree
that this Agreement has been made in the New York, New York and that exclusive jurisdiction for
matters arising under this Agreement shall be in the State courts in New York County, New York.
Each party by signing this Agreement irrevocably consents to and shall submit to such jurisdiction.
Each party hereto acknowledges that it has participated in the drafting of this Agreement, and any
applicable rule of construction to the effect that ambiguities are to be resolved against the
drafting party shall not be applied in connection with the construction or interpretation hereof.
Each party has been represented by independent counsel in connection with this Agreement. The
provisions of this Section 26 shall survive the Closings and/or a termination of this Agreement.



48









 





     27. Partial Invalidity. If any provision of this Agreement is held to be invalid or
unenforceable as against any Person or under certain circumstances, the remainder of this Agreement
and the applicability of such provision to other Persons or circumstances shall not be affected
thereby. Each provision of this Agreement shall be valid and enforceable to the fullest extent
permitted by law. The provisions of this Section 27 shall survive the Closings and/or a
termination of this Agreement.



     28. Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall constitute an original, but all of which, taken together, shall constitute but one
and the same instrument. This Agreement may be executed by facsimile which shall be deemed an
original for all purposes. In the event this Agreement is executed by the exchange of facsimile
copies, the parties agree to exchange ink-signed counterparts promptly after the execution and
delivery of this Agreement. The provisions of this Section 28 shall survive the Closings and/or a
termination of this Agreement.



     29. No Third Party Beneficiaries. The warranties, representations, agreements and
undertakings contained herein shall not be deemed to have been made for the benefit of any Person
or entity other than the parties hereto and the Cedar Related Parties. The provisions of this
Section 29 shall survive the Closings and/or a termination of this Agreement.



     30. Waiver. No failure or delay of either party in the exercise of any right given to
such party hereunder or the waiver by any party of any condition hereunder for its benefit (unless
the time specified herein for exercise of such right, or satisfaction of such condition, has
expired) shall constitute a waiver of any other or further right nor shall any single or partial
exercise of any right preclude other or further exercise thereof or any other right. The waiver of
any breach hereunder shall not be deemed to be waiver of any other or any subsequent breach hereof.
The provisions of this Section 30 shall survive the Closings and/or a termination of this
Agreement.



     31. Assignment. Without the prior written consent of the other parties hereunder, no
party hereto may assign this Agreement or any of its rights or obligations hereunder, and any
purported unpermitted assignment shall be null and void. Notwithstanding the foregoing, Cedar
shall be permitted to assign this Agreement without the consent of any other party to any entity
controlled, directly or indirectly, by Cedar, provided that any such assignment by Cedar shall not
release Cedar of its obligations under this Agreement. The provisions of this Section 31 shall
survive the Closings and/or a termination of this Agreement.



     32. Binding Effect. This Agreement is binding upon, and shall inure to the benefit
of, the parties and each of their respective successors and permitted assigns. The provisions of
this Section 32 shall survive the Closings and/or a termination of this Agreement.



     33. Entire Agreement. This Agreement sets forth the entire agreement between the
parties and there are no other terms, obligations, covenants, representations, statements or
conditions, oral or otherwise, of any kind whatsoever. Any agreement hereafter made shall be
ineffective to change, modify, discharge or effect an abandonment of this Agreement in whole or in
part unless such agreement is in writing and signed by the party against whom enforcement of the
change, modification, discharge or abandonment is sought. The provisions of this Section 33 shall
survive the Closings and/or a termination of this Agreement.



49









 





     34. Further Assurances. After the Closing Date, the parties hereunder shall execute
and deliver each to the other such documents and instruments and take such further actions as may
be reasonably necessary or required to consummate the transactions contemplated by this Agreement.
The provisions of this Section 34 shall survive the Closings and/or a termination of this
Agreement.



     35. Paragraph Headings. The headings of the various sections of this Agreement have
been inserted only for the purpose of convenience and are not part of this Agreement and shall not
be deemed in any manner to modify, expand, explain or restrict any of the provisions of this
Agreement. The provisions of this Section 35 shall survive the Closings and/or a termination of
this Agreement.



     36. Waiver of Trial by Jury. The parties hereto waive trial by jury in any action or
proceeding arising out of or in connection with this Agreement. The provisions of this Section 36
shall survive the Closings and/or a termination of this Agreement.



     37. Litigation Costs. Notwithstanding anything to the contrary contained in this
Agreement (including, without limitation, the terms of Section 5), in the event of any litigation
arising in connection with this Agreement, the substantially prevailing party shall be entitled to
recover from the substantially non-prevailing party its reasonable legal fees and expenses at trial
and all appellate levels. The provisions of this Section 37 shall survive the Closings and/or a
termination of this Agreement.



     38. Currency. Any and all amounts owing by any party hereto pursuant to this
Agreement, shall be paid in lawful currency of the United States of America (i.e. U.S. Dollars).
The provisions of this Section 38 shall survive the Closings and/or a termination of this
Agreement.



     39. Contract Transactions. Notwithstanding anything to the contrary contained in this
Agreement, Homburg acknowledges and agrees that Cedar shall have no obligation to purchase any
Contract Property and that the decision to so purchase any such Contract Property shall be made in
the sole and absolute discretion of Cedar. In the event that any Purchase Contract Closing shall
not occur for any reason whatsoever, including, without limitation, the willful fault of Cedar,
Homburg shall not have any recourse against Cedar as a result of such failure to close the purchase
and sale of any Contract Property; provided, however, that this Agreement shall automatically
terminate as to the applicable Contract Transaction and the applicable Allotted Deposit shall be
refunded to Homburg and the Consideration shall be reduced by the amount of the applicable Allotted
Consideration and the parties hereto shall be relieved of all further liability and responsibility
under this Agreement with respect to the applicable Interests and the applicable Contract Property
(except for any obligation expressly provided to survive a termination of this Agreement).
Notwithstanding the foregoing, in the event that a Purchase Contract Closing shall not occur solely
by reason of the willful breach of Cedar under the applicable Purchase Contract, then Cedar shall
reimburse Homburg for a portion of its third-party out-of-pocket expenses actually incurred by
Homburg solely in connection with the diligence of the applicable Contract Transaction; provided,
however, (i) in no event shall Cedar be obligated to reimburse Homburg hereunder in excess of Fifty
Thousand and 00/100 Dollars ($50,000) with



50









 







respect to all of the Contract Transactions, in the aggregate, and (ii) Cedar’s obligation to
reimburse Homburg hereunder shall relate only to third-party out-of-pocket expenses with respect to
which Homburg delivers to Cedar a third-party invoice (with reasonable supporting information and
documentation and evidence of payment) within thirty (30) days after the date on which this
Agreement shall have terminated as to the applicable Contract Transaction.



     40. Board Consent. The obligation of each of Cedar and Homburg to consummate the
Transactions contemplated hereby shall be conditioned upon receipt of the approval of the board of
directors of CSCI, the general partner of Cedar, to the transactions contemplated by this Agreement
(“Board Consent”). Notwithstanding the foregoing, Cedar shall endeavor to obtain Board Consent on
or before the date that is forty-five (45) days following the date hereof (the “Consent Deadline”);
provided, however, that in the event that Cedar fails to obtain the Board Consent on or prior to
the Consent Deadline, and until such time as Cedar shall obtain such Board Consent, Homburg may
terminate this Agreement upon five (5) Business Days written notice to Cedar, whereupon the Deposit
shall be promptly returned to Homburg and this Agreement and the obligations of the parties
hereunder shall terminate (and no party shall have any further obligations in connection herewith
except under those provisions that expressly survive a termination of this Agreement).



     41. Review of Form of Amended and Restated Partnership Agreement. The parties hereto
acknowledge and agree that Homburg shall promptly submit the form of Amended and Restated
Partnership Agreement to the applicable Netherlands Government Authorities for review of its
compliance with applicable Netherlands legal requirements. In the event that such Governmental
Authorities advise Homburg that the form of the Amended and Restated Partnership Agreement does not
comply with such applicable legal requirements, the parties hereto agree to cooperate in good faith
to amend such form of Amended and Restated Partnership Agreement so that it complies with such
requirements.



     42. Marketing Fee. At the Closing, Cedar shall pay to Homburg (or credit against the
Net Consideration) an amount equal to one and one-half percent (1.5%) of the product of (i) sixty
percent (60%) and (ii) the Net Consideration paid at the Closing. Following any Syndication of the
Interests acquired by Homburg in a Property Owner pursuant to this Agreement, Cedar shall pay to
Homburg a marketing fee equal to one and one-half percent (1.5%) of the product of (x) the Net
Consideration paid by Homburg to Cedar for such Interests at the applicable Closing and (y) the
percentage of the Interests in the Property Owner that shall have been assigned by Homburg in
connection with the applicable Syndication (the “Marketing Fee”). Notwithstanding the foregoing,
Cedar shall have no obligation to pay a Marketing Fee to Homburg hereunder with respect to any
Syndication that shall occur subsequent to December 31, 2007. For avoidance of doubt, no Marketing
Fee shall be payable with respect to a Syndication of Interests unless and until the applicable
Closing shall have occurred hereunder. Any Marketing Fee required to be paid by Cedar hereunder
shall be payable to Homburg within thirty (30) days of receipt by Cedar of written request
therefor, together with evidence reasonably satisfactory to Cedar of the date that the applicable
Syndication shall have occurred and the percentage of the applicable Interests that shall have been
assigned by Homburg in connection therewith. The provisions of this Section 42 shall survive the
Closings.



51









 





     43.
Press Releases. Cedar and Homburg agree to consult with each
other before issuing any press releases with respect to this
Agreement or the Transactions and shall endeavor to agree as to the
content of such press releases (which agreement shall not be
unreasonably withheld, conditioned or delayed); provided, however,
that nothing herein shall be deemed to prevent either party, or their respective affiliates, from issuing any press release if such parties shall believe, in the exercise of its reasonable judgment, that such press release is required to be made by applicable law. The provisions of this Section 43 shall survive the Closings.




[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




52









 








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



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

	 	 	 	By:
	 	/s/ LEO S. ULLMAN
 

Leo S. Ullman
	 	 
	 

	 	 	 	 	 	President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	HOMBURG:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	HOMBURG HOLDINGS (U.S.) INC., a	 	 
	 	 	Colorado corporation	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 







53









 








EXHIBIT A




LAND




(not included)




 









 





EXHIBIT B




FORM OF AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT




(see attached)




 









 





EXHIBIT C-1




PRE-HOMBURG PROPERTY OWNER AGREEMENTS




(list of existing Pre-Homburg Property Owner Agreements)





	•	 	Limited Liability Company Agreement of Cedar-Fieldstone, LLC, made
by Cedar-Fieldstone SPE, LLC, dated as of November 9, 2005.






	•	 	Amended and Restated Limited Liability Company Agreement of
Cedar-Pennsboro, LLC, made by Cedar Shopping Centers Partnership,
L.P., dated as February 13, 2006.






	•	 	Limited Liability Company Agreement of Cedar-Stonehedge, LLC made
by Cedar Shopping Centers Partnership, L.P., dated as of July ___,
2006






	•	 	Limited Liability Company Agreement of Cedar Hershey, LLC made by
Cedar Shopping Centers Partnership, L.P., dated as of September
21, 2004




 









 











EXHIBIT C-2




PRE-HOMBURG PROPERTY OWNER AGREEMENTS




(Form of Pre-Homburg Property Owner Agreements  — limited partnership agreement of each

Property Owner immediately prior to the Closings)




(see attached)




 









 





EXHIBIT D




FORM OF MANAGEMENT AGREEMENT




(see attached)




 









 





EXHIBIT E




ALLOTTED CONSIDERATION



Cedar and Homburg agree that the Consideration for the Interests shall be allocated among the
assets owned by the Property Owner as of the Closing as follows:




	 	 	 
	Cash and Cash Equivalents (Class I)

	 	Dollar amount as of the Closing Date
	 
	 	 
	Receivables (Class III)

	 	Tax basis as of the Closing Date
	 
	 	 
	Supplies, Prepaid Expenses and Other
Current Assets (Class V)

	 	Tax basis as of the Closing Date
	 
	 	 
	Equipment, Furniture and Fixtures (Class V)

	 	Tax basis as of the Closing Date
	 
	 	 
	Real Property [Lease] and Improvements,
and Construction of Improvements in
Progress
(Class V)

	 	Balance
	 
	 	 
	Goodwill, Going Concern Value and Other
Section 197 Intangibles (Classes VI and
VII)

	 	None






	 	 	 	 	 
	Property	 	Allotted Consideration
	Pennsboro Commons
	 	$	15,680,000	 
	Fieldstone Marketplace
	 	$	22,960,000	 
	Stonehedge Square
	 	$	10,760,000	 
	Meadows Marketplace
	 	$	14,160,000	 
	Aston Center
	 	$	16,800,000	 
	Ayr Town Center
	 	$	9,600,000	 
	Parkway Plaza
	 	$	17,600,000	 
	Scott Town Center
	 	$	12,000,000	 
	Spring Meadow Shopping Ctr
	 	$	16,000,000	 
	TOTAL:
	 	$	135,560,000	 







 









 








EXHIBIT F




FORM OF ESCROW AGREEMENT




(See Attached)




 









 





EXHIBIT G




FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT




(not included)




 









 





EXHIBIT H




FORM OF TITLE AFFIDAVIT




(not included)




H-









 





EXHIBIT I




DEPOSIT ALLOCATION




	 	 	 	 	 
	Property	 	Deposit
	Pennsboro Commons
	 	$	58,000.00	 
	Fieldstone Marketplace
	 	$	85,000.00	 
	Stonehedge Square
	 	$	39,000.00	 
	Meadows Marketplace
	 	$	52,000.00	 
	Aston Center
	 	$	62,000.00	 
	Ayr Town Center
	 	$	36,000.00	 
	Parkway Plaza
	 	$	65,000.00	 
	Scott Town Center
	 	$	44,000.00	 
	Spring Meadow Shopping Center
	 	$	59,000.00	 
	 
	 	 	 	 
	TOTAL:
	 	$	500,000.00	 







 









 








SCHEDULE 1




PROPERTY OWNERS




	 	 	 
	Existing Cedar Property Owners*	 	Property
	Cedar-Pennsboro, LLC

	 	Pennsboro Commons
	Cedar-Fieldstone, LLC
	 	Fieldstone Marketplace
	Cedar-Stonehedge, LLC
	 	Stone Hedge Square
	Cedar Hershey, LLC
	 	Meadows Marketplace






	 	 	 
	Contract Property Owners	 	Property
	Cedar-Spring Meadow, LP
	 	Spring Meadow
	Cedar-Ayr Town Center, LP
	 	Ayr Town Center
	Cedar-Aston Center, LP
	 	Aston Center
	Cedar-Scott Town Center, LP
	 	Scott Town Center
	Cedar-Parkway Plaza, LP
	 	Parkway Plaza






EXHIBIT B




AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

OF

CEDAR-HERSHEY, LP




March [___], 2007



THE PARTNERSHIP INTERESTS REPRESENTED BY THIS LIMITED PARTNERSHIP
AGREEMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED
WITH THE SECURITIES AND EXCHANGE






 




			
	*	 	Each entity to be converted to a limited
partnership per the Agreement.





 









 




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





 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I
	 	 	 	 
	ORGANIZATION
	 	 	 	 
	SECTION 1.1. Continuation
	 	 	1	 
	SECTION 1.2. Name and Office
	 	 	2	 
	SECTION 1.3. Purpose
	 	 	2	 
	SECTION 1.4. Term
	 	 	3	 
	SECTION 1.5. Defined Terms
	 	 	3	 
	SECTION 1.6. Admission of HHUS; Amendment and Restatement
	 	 	12	 
	 
	 	 	 	 
	ARTICLE II
	 	 	 	 
	CAPITAL
	 	 	 	 
	SECTION 2.1. Capital Contributions
	 	 	13	 
	SECTION 2.2. Shortfalls; Shortfall Loans
	 	 	13	 
	 
	 	 	 	 
	ARTICLE III
	 	 	 	 
	COMPANY INTERESTS
	 	 	 	 
	SECTION 3.1. Percentage Interests of General Partner and Limited Partners
	 	 	14	 
	SECTION 3.2. Capital Accounts
	 	 	14	 
	SECTION 3.3. Return of Capital
	 	 	15	 
	 
	 	 	 	 
	ARTICLE IV
	 	 	 	 
	DISTRIBUTIONS
	 	 	 	 
	SECTION 4.1. General
	 	 	15	 
	SECTION 4.2. Net Cash Flow
	 	 	15	 
	SECTION 4.3. Net Proceeds of a Capital Transaction
	 	 	16	 
	SECTION 4.4. Tax Payments
	 	 	16	 
	SECTION 4.5. Limitation on Distributions
	 	 	16	 
	 
	 	 	 	 
	ARTICLE V
	 	 	 	 
	ALLOCATION OF PROFITS AND LOSSES
	 	 	 	 
	SECTION 5.1. Profits
	 	 	17	 
	SECTION 5.2. Losses
	 	 	17	 
	SECTION 5.3. Special Allocations
	 	 	18	 
	SECTION 5.4. Other Allocation Rules
	 	 	19	 
	SECTION 5.5. Tax Allocations
	 	 	20	 
	 
	 	 	 	 
	ARTICLE VI
	 	 	 	 
	MANAGEMENT
	 	 	 	 
	SECTION 6.1. Management
	 	 	21	 
	SECTION 6.2. Major Decisions
	 	 	23	 
	SECTION 6.3. Duties and Conflicts
	 	 	25	 
	SECTION 6.4. Company’s Counsel
	 	 	25	 






-i-









 






	 	 	 	 	 
	 	 	Page	 
	SECTION 6.5. Exculpation/Indemnification
	 	 	26	 
	SECTION 6.6. Transactions with Related Parties
	 	 	26	 
	SECTION 6.7. REIT Status
	 	 	27	 
	 
	 	 	 	 
	ARTICLE VII
	 	 	 	 
	BOOKS AND RECORDS; RESERVES
	 	 	 	 
	SECTION 7.1. Bank Accounts
	 	 	27	 
	SECTION 7.2. Books of Account
	 	 	28	 
	SECTION 7.3. Operating Statements
	 	 	28	 
	SECTION 7.4. The Accountant
	 	 	29	 
	SECTION 7.5. Tax Matters Partner
	 	 	29	 
	SECTION 7.6. Annual Budget
	 	 	29	 
	 
	 	 	 	 
	ARTICLE VIII
	 	 	 	 
	WITHDRAWALS; TRANSFERS OF COMPANY INTERESTS
	 	 	 	 
	SECTION 8.1. No Transfer
	 	 	30	 
	SECTION 8.2. Succession by Operation of Law/Certain Permitted Transfers/ Prorations/Cooperation
	 	 	30	 
	SECTION 8.3. General Conditions Applicable to Transfers
	 	 	30	 
	SECTION 8.4. Buy/Sell Rights
	 	 	32	 
	SECTION 8.5. Right of First Refusal
	 	 	36	 
	SECTION 8.6. Bankruptcy or Withdrawal of a Partner
	 	 	37	 
	SECTION 8.7. Death or Incompetency of an Individual Partner
	 	 	37	 
	SECTION 8.8. Withdrawal Rights
	 	 	38	 
	SECTION 8.9. Transparent Status
	 	 	38	 
	 
	 	 	 	 
	ARTICLE IX
	 	 	 	 
	BROKERS
	 	 	 	 
	SECTION 9.1. Brokers
	 	 	38	 
	 
	 	 	 	 
	ARTICLE X
	 	 	 	 
	TERMINATION
	 	 	 	 
	SECTION 10.1. Dissolution
	 	 	39	 
	SECTION 10.2. Termination
	 	 	39	 
	SECTION 10.3. Liquidating Partner
	 	 	40	 
	SECTION 10.4. No Redemption
	 	 	40	 
	SECTION 10.5. Governance
	 	 	40	 
	SECTION 10.6. Return of Capital
	 	 	41	 
	 
	 	 	 	 
	ARTICLE XI
	 	 	 	 
	POWER OF ATTORNEY
	 	 	 	 
	 
	 	 	 	 
	ARTICLE XII
	 	 	 	 
	MISCELLANEOUS
	 	 	 	 
	SECTION 12.1. Further Assurances
	 	 	42	 
	SECTION 12.2. Notices
	 	 	42	 
	SECTION 12.3. Governing Law
	 	 	44	 






-ii-









 






	 	 	 	 	 
	 	 	Page	 
	SECTION 12.4. Captions
	 	 	44	 
	SECTION 12.5. Pronouns
	 	 	44	 
	SECTION 12.6. Successors and Assigns
	 	 	44	 
	SECTION 12.7. Extension Not a Waiver
	 	 	44	 
	SECTION 12.8. Construction
	 	 	45	 
	SECTION 12.9. Severability
	 	 	45	 
	SECTION 12.10. Consents
	 	 	45	 
	SECTION 12.11. Entire Agreement
	 	 	45	 
	SECTION 12.12. Consent to Jurisdiction
	 	 	45	 
	SECTION 12.13. Counterparts
	 	 	45	 
	SECTION 12.14. Tax Election
	 	 	46	 
	SECTION 12.15. Costs
	 	 	46	 
	SECTION 12.16. Representations and Warranties
	 	 	46	 
	SECTION 12.17. Limitation of Liability
	 	 	48	 
	SECTION 12.18. Company Name
	 	 	49	 
	SECTION 12.19. Ownership of Company Property
	 	 	49	 
	SECTION 12.20. Time of the Essence
	 	 	49	 
	SECTION 12.21. Status Reports
	 	 	49	 
	SECTION 12.22. Waiver of Partition
	 	 	50	 
	SECTION 12.23. Calculation of Days
	 	 	50	 
	SECTION 12.24. Disclosure
	 	 	50	 
	SECTION 12.25. Dollar Amounts
	 	 	50	 






	 	 	 	 	 
	EXHIBIT A

	 	–
	 	IRR Calculation
	 
	EXHIBIT B

	 	–
	 	Property Description
	 
	EXHIBIT C

	 	–
	 	Form of Property Management Agreement







-iii-









 








AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

OF

CEDAR-HERSHEY, LP




     THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) is made as of
[March] [___], 2007, by and among [CEDAR SHOPPING CENTERS PARTNERSHIP, L.P. GP ENTITY], a
                    , having an office at 44 South Bayles Avenue, Port Washington, New York 11050 (“Cedar GP
“), [CEDAR SHOPPING CENTERS PARTNERSHIP, L.P. LP ENTITY], a [                    ], having an office
at 44 South Bayles Avenue, Port Washington, New York 11050 (“Cedar LP”), and HOMBURG HOLDINGS
(U.S.), INC., a Colorado corporation, having an address at 559 East Pikes Peak Avenue, Suite 320,
Colorado Springs, Colorado 80903 (“HHUS”), pursuant to the provisions of the Delaware Revised
Uniform Limited Partnership Act, Title 6 of the Delaware Code, Section 17-101 et
seq., as amended from time to time (“Delaware Act”). Capitalized terms used herein are
defined in Section 1.5 below or as elsewhere provided herein.



     WHEREAS, Cedar-Hershey, LLC, a Delaware limited liability company, was formed with Cedar LP as
its sole member on [September 1, 2004] for purposes of owning and operating the Property;



     WHEREAS, Cedar Shopping Centers Partnership, L.P. (“Cedar”), as sole member, approved the
conversion of Cedar-Hershey, LLC to a Delaware limited partnership named Cedar-Hershey, LP (the
“Company”) pursuant to Section 18-216 of the Delaware Limited Liability Company Act on [                    ],
and caused to be filed a certificate of conversion reflecting such conversion with the Delaware
Secretary of State and a certificate of limited partnership pursuant to Section 17-217 of the
Delaware Act on                     , and formed Cedar GP to act as general partner of the Company, with Cedar
LP being the limited partner of the Company;



     WHEREAS, the Company is governed by that certain Agreement of Limited Partnership of
Cedar-Hershey, LP, dated [                    ] between Cedar LP and Cedar GP (the “Original Partnership
Agreement”);



     WHEREAS, pursuant to the terms of the Purchase and Sale Agreement, Cedar LP is transferring to
HHUS an eighty percent (80%) limited partnership interest in the Company; and



     WHEREAS, in connection with the sale of the limited partnership interests to HHUS, (i) Cedar
GP and Cedar LP desire to admit HHUS as a Limited Partner and (ii) the Partners desire to amend and
restate the Original Partnership Agreement in its entirety.



     NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained,
Cedar GP, Cedar LP and HHUS do hereby mutually covenant and agree as follows:



44.

ORGANIZATION




     (a) Continuation.



 









 






     (i) The General Partner shall cause the Company to be continued pursuant to the
provisions of the Delaware Act and on the terms and conditions set forth in the Certificate.
The rights and liabilities of all Partners shall be as provided under the Delaware Act, the
Certificate and this Agreement. To the extent permitted by applicable law, the provisions
of this Agreement shall override the provisions of the Delaware Act in the event of any
inconsistency or contradiction between them. The fact that the Certificate is on file in
the office of the Secretary of State shall constitute notice that the Company is a limited
partnership, pursuant to Section 17-208 of the Delaware Act.



     (ii) In order to maintain the Company as a limited partnership under the laws of the
State of Delaware, the Company shall, from time to time, take appropriate action, including
the preparation and filing of such amendments to the Certificate and such other assumed name
certificates, documents, instruments and publications as may be required by or desirable
under law, including, without limitation, action to reflect:




     (1) any change in the Company name; or




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




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



     (b) Name and Office. The name of the Company shall be “Cedar-Hershey, LP.” All
business of the Company shall be conducted under the name of the Company and title to all property,
real, personal, or mixed, owned by or leased to the Company shall be held in such name. The
principal place of business and office of the Company shall be located at 44 South Bayles Avenue,
Port Washington, New York 11050 or at such other place or places as the General Partner may from
time to time designate. The Company may have such additional offices and places of business as may
be established at such other locations as may be determined from time to time by the Partners. The
registered agent of the Company within the State of Delaware is Corporation Trust Company and the
registered office of the Company within the State of Delaware is 1209 Orange Street, Wilmington,
Delaware 19801.



     (c) Purpose.




     (i) The purpose and business of the Company shall be to acquire and own the Property,
and in connection therewith to finance, own, operate, lease, manage, dispose of (in whole or
in part) and otherwise deal with the Property and any other real property and Company Assets
acquired, directly or indirectly, by the Company in accordance with the



-2-









 







terms hereof. The Partners acknowledge that their current intent is to dispose of the
Property within approximately seven (7) years after the Company’s acquisition of the
Property.




     (ii) The Company shall not engage in any other business or activity without the prior
written consent of all the Partners.



     (d) Term. The term of the Company commenced on the filing of the Original Certificate
with the Secretary of State of the State of Delaware and shall continue until December 31, 2021,
unless sooner terminated pursuant to the provisions hereof. The existence of the Company as a
separate legal entity shall continue until the cancellation of the Certificate in the manner
required by the Delaware Act.



     (e) Defined Terms. The following terms shall have the following meanings when used
herein:



     “9.25% IRR Deficiency” – As defined in Exhibit A.



     “10.5% IRR Deficiency” – As defined in Exhibit A.



     “Acceptance Notice” – As defined in Section 8.5(a).



     “Accountant” – As defined in Section 7.4.



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




     (i) Credit to such Capital Account any amounts which such Partner is obligated to
restore pursuant to the terms of this Agreement or is deemed to be obligated to restore
pursuant to Treasury Regulations Section 1.704-1(b)(2)(ii)(c) or pursuant to the penultimate
sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5); and




     (ii) Debit to such Capital Account the items described in paragraphs (4), (5) and (6)
of Treasury Regulations Section 1.704-1(b)(2)(ii)(d).



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



     “Affiliate” – Means with respect to any Person, any other Person directly or indirectly
Controlled by, controlling or under direct or indirect common Control with the Person in question,
or such Person who owns, directly or indirectly, five percent (5%) or more of the equity interest
of the other Person.



     “Agreement” – As defined in the Preamble.



-3-









 





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



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



     “Buy Sell Deposit” – As defined in Section 8.4(c).



     “Buy Sell Election Date” – As defined in Section 8.4(b).



     “Buy Sell Exercise Period” – Means, with respect to Cedar GP and Cedar LP, any time after the
eighteenth (18th) month anniversary of the date of this Agreement and with respect to HHUS (and, if
applicable, HP), (i) any time after the eighteenth (18th) month anniversary of the date of this
Agreement, (ii) within sixty (60) days after the date on which Cedar shall no longer be Controlled,
directly or indirectly, by CSCI or an entity in which Leo Ullman shall have a senior management
position, or (iii) at any time that HHUS shall reasonably believe, acting in good faith, that Cedar
shall qualify as a transparent entity for Dutch tax purposes.



     “Buy Sell Notice” – As defined in Section 8.4(a).



     “Buy Sell Offeree” – As defined in Section 8.4(a).



     “Buy Sell Offeror” – As defined in Section 8.4(a).



     “Bull Sell Property” – As defined in Section 8.4(a).



     “Buy Sell Purchase Price” - As defined in Section 8.4(a)



     “Capital Account” – The Capital Account maintained for each Partner pursuant to Section 3.2 as
the same may be credited or debited in accordance with the terms hereof.



-4-









 





     “Capital Contribution” – With respect to any Partner, the amount of money and the Gross Asset
Value of any property (other than money) contributed, or deemed contributed, by such Partner to the
Company (net of any liabilities secured by such property or to which such property is otherwise
subject).



     “Capital Expenditures” – For any period, the amount expended for items capitalized under
generally accepted accounting principles, consistently applied.



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



     “Cedar” – As defined in the Recitals.



     “Cedar LP” – As defined in the Preamble.



     “Cedar GP” – As defined in the Preamble.



     “Certificate” – The Certificate of Limited Partnership for the Company that complies with
Section 17-201 of the Delaware Act dated [___] filed with the Secretary of State of the State of
Delaware pursuant to Section 17-217 of the Delaware Act, as the same may be amended and restated.



     “Code” – The Internal Revenue Code of 1986, as amended.



     “Company” – As defined in the Recitals.



     “Company Assets” – The assets and property, whether tangible or intangible and whether real,
personal, or mixed, at any time owned by or held for the benefit of the Company and all direct or
indirect interests in the Property.



     “Company Counsel” – As defined in Section 6.4.



     “Company Interest” – As to any Partner, all of the interest of that Partner in the Company
including, without limitation, such Partner’s (i) right to a distributive share of the profits and
losses and cash flow of the Company, and (ii) right to participate in the management of the
business and affairs of the Company in accordance with the terms hereof.



     “Company Minimum Gain” – Means “partnership minimum gain” as set forth in Treasury Regulations
Section 1.704-2(d).



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     “Consent Notice” – As defined in Section 6.2.



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



     “CSCI” – Cedar Shopping Centers, Inc., a Maryland corporation, and any successors thereto.



     “Delaware Act” – As defined in the Preamble.



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



     “Escrow Agent” – Any reputable, nationally recognized and financially solvent title insurance
company designated by the Partner purchasing a Company Interest or the Property.



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



     “Fair Market Value” – The value of the particular asset or interest in question determined on
the basis of an arm’s length transaction for cash between an informed and willing seller (under no
compulsion to sell) and an informed and willing purchaser (under no compulsion to purchase), taking
into account, among other things, the anticipated cash flow, taxable income and taxable loss
attributable to the asset or interest in question. Except as otherwise expressly set forth herein,
in the case of any asset other than a marketable security, the Fair Market Value shall be
determined by the General Partner; in determining the value of any asset other than a marketable
security, the General Partner may, but shall not be under any obligation to, engage an independent
appraiser having recognized qualifications necessary in order to make such determination and the
fees and expenses of such appraiser shall be borne by the Company. Except as otherwise expressly
set forth herein, in the case of any marketable security at any date, the Fair Market Value of such
security shall equal the closing sale price of such security on the Business Day (on which any
national securities exchange is open for the normal transaction of business) next preceding such
date, as appearing in any published list of any national securities exchange (other than NASDAQ
Stock Market, Inc.) or in the Global Market List of NASDAQ Stock Market, Inc., or, if there is no
such closing sale price of such security, the final price of such security at face value quoted on
such Business Day by a financial institution of recognized standing which regularly deals in
securities of such type.



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     “Financing Document” – Any loan agreement, security agreement, mortgage, deed of trust,
indenture, bond, note, debenture or other instrument or agreement relating to indebtedness of the
Company.



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



     “General Partner” – Means the general partner or general partners, from time to time, of the
Company authorized to carry out the management of the business and affairs of the Company pursuant
to Article 6 hereof. The current General Partner is Cedar GP.



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



     1. The initial Gross Asset Value of any asset contributed by a Partner to the Company shall be
the gross Fair Market Value of such asset, as determined by the Partners (as evidenced by this
Agreement or an amendment hereto);



     2. The Gross Asset Values of all Company Assets shall be adjusted to equal their respective
gross fair market values, as determined by the General Partner, as of the following times: (i) the
acquisition of an interest or an additional interest in the Company by any new or existing Partner
in exchange for more than a de minimis Capital Contribution or other consideration; (ii) the
distribution by the Company to a Partner of more than a de minimis amount of property or money as
consideration for an interest in the Company; and (iii) the liquidation of the Company within the
meaning of Treasury Regulations Section 1.704 1(b)(2)(ii)(g); provided, however, that adjustments
pursuant to clauses (i) and (ii) above shall be made only if the General Partner, acting reasonably
and in good faith, determines that such adjustments are necessary or appropriate to reflect the
relative economic interests of the Partners;



     3. The Gross Asset Value of any Company Asset distributed to a Partner shall be the gross Fair
Market Value of such asset on the date of distribution;



     4. The Gross Asset Values of Company Assets shall be increased (or decreased) to reflect any
adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section
743(b), but only to the extent that such adjustments are taken into account in determining Capital
Accounts pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m), clause (f) of the
definition of Profits and Losses and Section 5.3(g); provided, however, that Gross Asset Values
shall not be adjusted pursuant to this paragraph (d) to the extent the General Partner determines
that an adjustment pursuant to paragraph (b) hereof is necessary or appropriate in connection with
a transaction that would otherwise result in an adjustment pursuant to this paragraph (d); and



     5. If the Gross Asset Value of an asset has been determined or adjusted pursuant to paragraphs
(a), (b), or (d), such Gross Asset Value shall thereafter be adjusted by the



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Depreciation taken into account with respect to such asset for purposes of computing Profits
and Losses.



     “HHUS” – As defined in the Preamble.



     “HP” – As defined in Section 8.2.



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



     “Indemnified Losses” – As defined in Section 6.5(b).



     “Liquidating Partner” – As defined in Section 10.3(a).



     “Limited Partner” means each of the persons named as limited partners in Section 3.1 and any
other person who is admitted to the Partnership as a limited partner pursuant to the provisions of
this Agreement.



     “Limited Partner TTV” – As defined in Section 8.9(a).



     “Liquidating Partner” – As defined in Section 10.3.



     “Litigation” – As defined in Section 6.2(m).



     “Major Decision” – As defined in Section 6.2.



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



-8-









 





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



     “Non-Purchasing Partner” – As defined in Section 8.4(c).



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



     “Nonrecourse Liability” – Has the meaning set forth in Treasury Regulations Section
1.704-2(b)(3).



     “Non-U.S. Person” – A Person that is not a U.S. Person as defined in Regulation S of the
Securities Act of 1933, as amended.



     “Notices” – As defined in Section 11.2.



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



     “OFAC Lists” – As defined in Section 8.3(a).



     “Original Certificate” – The Certificate of Formation for Cedar-Hershey, LLC, filed with the
Secretary of State of the State of Delaware on [September 1, 2004].



     “Original Partnership Agreement” – As defined in the Recitals.



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



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



     “Partner Nonrecourse Debt Minimum Gain” – Means an amount, with respect to each Partner
Nonrecourse Debt, equal to the Company Minimum Gain that would result if such




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Partner Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance
with Treasury Regulations Section 1.704-2(i)(2) and (3).




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



     “Percentage Interest” – As to any Partner, the Percentage Interest of such Partner specified
in Section 3.1.



     “Person” – Means any individual, corporation, partnership, limited liability company,
association, trust or other entity or organization.



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




     (a) Any income of the Company that is exempt from federal income tax, and not otherwise
taken into account in computing Profits or Losses pursuant to this definition, shall be
added to such taxable income or loss;




     (iii) Any expenditures of the Company described in Code Section 705(a)(2)(B) or treated
as Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulations Section
1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses
pursuant to this definition, shall be subtracted from such taxable income or loss;




     (iv) In the event the Gross Asset Value of any Company Asset is adjusted pursuant to
paragraph (b) or (c) under the definition of “Gross Asset Value,” the amount of such
adjustment shall be taken into account as gain or loss from the disposition of such Company
Asset for purposes of computing Profits or Losses;




     (v) Gain or loss resulting from any disposition of Company property with respect to
which gain or loss is recognized for federal income tax purposes shall be computed by
reference to the Gross Asset Value of the property disposed of, notwithstanding that the
adjusted tax basis of such property differs from its Gross Asset Value;




     (vi) In lieu of the depreciation, amortization and other cost recovery deductions taken
into account in computing such taxable income or loss, there shall be



-10-









 







taken into account Depreciation for such Fiscal Year or other period, computed in
accordance with the definition thereof;




     (vii) To the extent an adjustment to the adjusted tax basis of any Company Asset
pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury
Regulation Section 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital
Accounts as a result of a distribution other than in complete liquidation of a Partner’s
Company Interest, the amount of such adjustment shall be treated as an item of gain (if the
adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis
of the asset) from the disposition of the asset and shall be taken into account for purposes
of computing Profits or Losses; and




     (viii) Notwithstanding any other provision of this definitional Section, any items
which are specially allocated under this Agreement shall not be taken into account in
computing Profits or Losses.



     “Property” – Means the Property located in Hershey, Pennsylvania and commonly known as Meadows
Marketplace, as more particularly described on Exhibit B attached hereto (and all
improvements, fixtures, personal property, appurtenances, rights and interests in connection
therewith).



     “Purchase and Sale Agreement” – Means that certain Agreement Regarding Purchase of Partnership
Interests, dated March 26, 2007, between Cedar and HHUS.



     “Purchasing Partner” – As defined in Section 8.4(c).



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



     “Regulatory Allocations” – As defined in Section 5.3(i).



     “REIT” – As defined in Section 6.7.



     “Related Party” – As defined in Section 6.6.



     “Related Party Transaction” – As defined in Section 6.6.



     “Required Expenses” – Means the following expenses: (i) real estate taxes, (ii) property and
liability insurance premiums, and (iii) debt service payments.



     “Shortfall” – As defined in Section 2.2(a).



     “Shortfall Amount” – As defined in Section 2.2(a).



     “Shortfall Loan” – As defined in Section 2.2(a).



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     “Shortfall Loan Rate” – Means the sum of (i) two percent (2%) plus (ii) the rate reported on
the date of advance as of 11:00 a.m., London, England time, on Telerate Access Service Page 3750
(British Bankers Association Settlement Rate) as the London Interbank Offered Rate for U.S. Dollar
deposits having a term equal to six months and in an amount comparable to the principal amount of
the Shortfall Loan (or, if said Telerate Access Service Page shall cease to be publicly available,
as reported by the Reuters Screen LIBOR Page, and if said Reuters Screen Page shall cease to be
publicly available, then as reported by any publicly available source of similar market data
selected by the General Partner in the General Partner’s reasonable discretion, exercised in good
faith, that accurately reflects such London Interbank Offered Rate).



     “Shortfall Notice” – As defined in Section 2.2(a).



     “Subsidiary TTV” – As defined in Section 8.9(b).



     “Tax Matters Partner” – As defined in Section 7.5.



     “Tax Payments” – As defined in Section 4.4.



     “Taxed Partner” – As defined in Section 4.4.



     “Tax Transparent Vehicle” – Means any contractual, general or limited partnership or any fund
for joint account or any other similar entity or vehicle recognized as a “pass-through” or
“transparent” entity with respect to tax liability under applicable U.S. or foreign laws.



     “Transaction Documents” – As defined in Section 11.16(a)(ii).



     “Transfer” – As defined in Section 8.1.



     “TTV Partner” – Means each partner (or functional equivalent) of a Partner that is a Tax
Transparent Vehicle.



     “Withdrawal Event” – As defined in Section 8.6.



     “Withdrawn Partner” – As defined in Section 8.6.



     (f) Admission of HHUS; Amendment and Restatement.




     (i) HHUS is admitted to the Company as a Limited Partner with a Percentage Interest as
set forth in Section 3.1.




     (ii) The Original Partnership Agreement is hereby amended and restated in its entirety
by the terms of this Agreement.



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45.

CAPITAL




     (a) Capital Contributions.




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



	 	 	 	 	 	 	 	 	 
	 

	 	Cedar LP:

Cedar GP:

HHUS:
	 	$

$

$
	 	 
 

 
 

 
 

	 	   







     (ii) No Partner shall have the right to withdraw any capital from the Company or be
repaid its Capital Contribution except as provided in this Agreement.




     (iii) Except with the prior written consent of all of the Partners and TTV Partners, no
Partner shall be required or permitted to make any further Capital Contribution to the
Company.



     (b) Shortfalls; Shortfall Loans.




     (i) In the event at any time or from time to time additional funds are necessary to
operate the Property and the gross receipts (including, without limitation, proceeds under
all loans) together with the proceeds of any reserve account established by the Company may
be insufficient to pay all expenses when due (a “Shortfall”), then the General Partner may
notify each Partner of such Shortfall (a “Shortfall Notice”) identifying the amount of such
Shortfall (the “Shortfall Amount”) and any reason for such Shortfall. Upon receipt of a
Shortfall Notice, each Partner shall have the right, but not the obligation, to make a loan
(each, a “Shortfall Loan”) to the Company in an amount equal to the entire Shortfall
Amount. If a Partner shall elect to make a Shortfall Loan it shall provide a written
irrevocable unconditional notice of such election to the General Partner within ten (10)
Business Days of receipt of the Shortfall Notice. Failure to provide such notice within
such ten (10) Business Day period shall be deemed an election not to make a Shortfall Loan.
The General Partner may withdraw the Shortfall Notice at any time. If more than one Partner
shall elect to make a Shortfall Loan, the Shortfall Loans shall be made on a pro rata basis
based on the Partners’ respective Percentage Interests. Following the expiration of such
ten (10) Business Day period, the General Partner shall provide each Partner electing to
make a Shortfall Loan with written notice of the amount of its Shortfall Loan. Proceeds
from each Shortfall Loan shall be due in cash from the Partner making such Shortfall Loan
within ten (10) Business Days following receipt of the notice set forth in the immediately
preceding sentence. Shortfall Loans shall (i) be evidenced by a written promissory note,
(ii) bear interest at a fixed annual rate equal to the Shortfall Loan Rate, (iii) provide
for unpaid interest to accrue and compound monthly, (iv) have a maturity date of twelve (12)
months, (v) be repaid prior to any distribution of Net Cash Flow or Net Proceeds of a
Capital Transaction, and (vi) be prepayable at any time without penalty. Subject to Section
6.2(c), the General Partner shall have the right at any time and from time to time without
the consent of the other



-13-









 







Partners to cause the Company to repay one or more Shortfall Loans with loans made to
the Company by unaffiliated third parties on commercially reasonable terms. Notwithstanding
the foregoing, (i) in the event the General Partner fails to deliver a Shortfall Notice with
respect to a Required Expense that is due and payable and for which gross receipts and
reserves are insufficient, HHUS shall have the right, upon ten (10) Business Days notice to
the General Partner and Cedar LP, to deliver a Shortfall Notice to all of the Partners or
(ii) in the event the General Partner has failed to pay a Required Expense that is due and
payable despite the availability of adequate gross receipts and/or reserves, HHUS, upon ten
(10) Business Days notice to the General Partner and Cedar LP, may pay such Required Expense
and, upon receipt by General Partner and Cedar LP of evidence of payment thereof, such
payment shall constitute a Shortfall Loan from HHUS to the Company.



46.

COMPANY INTERESTS




     (a) Percentage Interests of General Partner and Limited Partners. The Percentage
Interests of Cedar GP as a general partner in the Company shall be one percent (1%), the
Percentage Interest of Cedar LP as a limited partner in the Company shall be nineteen percent (19%)
and the Percentage Interest of HHUS as a limited partner in the Company shall be eighty percent
(80%). The Percentage Interests shall not be changed without the prior written consent of all of
the Partners.



     (b) Capital Accounts. The Company shall establish and maintain a separate Capital
Account for each Partner in accordance with the following provisions:




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




     (ii) To each Partner’s Capital Account there shall be debited the amount of cash and
the Gross Asset Value of any Company property distributed to such Partner pursuant to any
provision of this Agreement (net of liabilities secured by such distributed property that
such Partner is considered to assume or take subject to under Code Section 752), such
Partner’s allocable share of Losses, and any items in the nature of expenses or losses that
are specially allocated to such Partner under this Agreement, and the amount of any
liabilities of such Partner that are assumed by the Company (other than liabilities that are
secured by any property contributed by such Partner to the Company).




     (iii) In the event any Company Interest is transferred in accordance with the terms of
this Agreement, the transferee shall succeed to the Capital Account of the transferor to the
extent it relates to the transferred Company Interest. In the case of Transfer of a Company
Interest at a time when an election under Code Section 754 is in effect, the Capital Account
of the transferee Partner shall not be adjusted to reflect the



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adjustments to the adjusted tax bases of Company property required under Code Sections
754 and 743, except as otherwise permitted by Treasury Regulations Section
1.704-1(b)(2)(iv)(m).




     (iv) In determining the amount of any liability for purposes of paragraphs (a) and (b)
above, there shall be taken into account Code Section 752(c) and the Treasury Regulations
promulgated thereunder, and any other applicable provisions of the Code and Regulations.




     (v) The foregoing provisions and the other provisions of this Agreement relating to the
maintenance of Capital Accounts are intended to comply with Treasury Regulations Section
1.704-1(b) and 1.704-2, and shall be interpreted and applied in a manner consistent with
such Regulations.



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



47.

DISTRIBUTIONS




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



     (b) Net Cash Flow. Subject to Section 10.2, Net Cash Flow attributed to the Property
for any Fiscal Year shall be distributed monthly (if available) by the General Partner to the
Partners in the following manner and priority:




     (i) one percent (1%) to Cedar GP, nineteen percent (19%) to Cedar LP and eighty percent
(80%) to HHUS until HHUS has received under Section 4.3(a) and this Section 4.2(a) an
aggregate amount of distributions equal to its then 9.25% IRR Deficiency with respect to the
Property; and then




     (ii) one percent (1%) to Cedar GP, thirty nine percent (39%) to Cedar LP and sixty
percent (60%) to HHUS until HHUS has received under Section 4.3(a) and (b), Section 4.2(a)
and this Section 4.2(b) an aggregate amount of distributions equal to its then 10.5% IRR
Deficiency with respect to the Property; and thereafter




     (iii) one percent (1%) to Cedar GP, forty nine percent (49%) to Cedar LP and fifty
percent (50%) to HHUS.



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     (c) Net Proceeds of a Capital Transaction. Subject to Section 10.2, Net Proceeds of a
Capital Transaction attributed to the Property shall be distributed by the General Partner as soon
as practicable after the receipt thereof to the Partners in the following manner and priority:




     (i) one percent (1%) to Cedar GP, nineteen percent (19%) to Cedar LP and eighty percent
(80%) to HHUS until HHUS has received under Section 4.2(a) and this Section 4.3(a) an
aggregate amount of distributions equal to its then 9.25% IRR Deficiency with respect to the
Property; and then




     (ii) one percent (1%) to Cedar GP, thirty nine percent (39%) to Cedar LP and sixty
percent (60%) to HHUS until HHUS has received under Section 4.2(a) and (b) and Section
4.3(a) and this Section 4.3(b) an aggregate amount of distributions equal to its then 10.5%
IRR Deficiency with respect to the Property; and thereafter




     (iii) one percent (1%) to Cedar GP, forty nine percent (49%) to Cedar LP and fifty
percent (50%) to HHUS.



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



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



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48.

ALLOCATION OF PROFITS AND LOSSES




     (a) Profits. After giving effect to the special allocations set forth in Section 5.3
hereof, Profits for any Fiscal Year shall be allocated as follows:




     (i) to the Partners, in accordance with their Percentage Interests, until the aggregate
amount of Profits allocated to them under this Section 5.1(a) for the Fiscal Year and all
prior Fiscal Years equals the aggregate amount of Losses allocated to them pursuant to
Section 5.2(e) for all prior Fiscal Years; and then




     (ii) to the Partners, until the aggregate amount of Profits allocated to them under
this Section 5.1(b) for the Fiscal Year and all prior Fiscal Years equals the aggregate
amount of Losses allocated to them pursuant to Section 5.2(d) for all prior Fiscal Years, in
proportion to their shares of such Losses being offset; and then




     (iii) one percent (1%) to Cedar GP, nineteen percent (19%) to Cedar LP and eighty
percent (80%) to HHUS until the aggregate amount of Profits allocated to each Partner under
this Section 5.1(c) equals the cumulative amount of distributions (other than distributions
representing a return of capital) received by such Partner under Section 4.2(a) and 4.3(a),
plus the amount of Losses allocated to such Partner under Section 5.2(c); and then




     (iv) one percent (1%) to Cedar GP, thirty nine percent (39%) to Cedar LP and sixty
percent (60%) to HHUS until the aggregate amount of Profits allocated to each Partner under
this Section 5.1(d) equals the cumulative amount of distributions (other than distributions
representing return of capital) received by such Partner under Section 4.2(b) and 4.3(b),
plus the amount of Losses allocated to such Partner under Section 5.2(b); and thereafter




     (v) the balance, if any, one percent (1%) to Cedar GP, forty nine percent (49%) to
Cedar LP and fifty percent (50%) to HHUS.



     (b) Losses. After giving effect to the special allocations set forth in Section 5.3
hereof, Losses for any Fiscal Year shall be allocated as follows:




     (i) to the Partners until the aggregate amount of Losses allocated to them under this
Section 5.2(a) for the Fiscal Year and all prior Fiscal Years equals the aggregate amount of
Profits allocated to them for all prior Fiscal Years pursuant to Section 5.1(e), in
proportion to their shares of the Profits being offset; and then




     (ii) to the Partners until the aggregate amount of Losses allocated to them under this
Section 5.2(b) for the Fiscal Year and all prior Fiscal Years equals the aggregate amount of
Profits allocated to them for all prior Fiscal Years pursuant to Section 5.1(d), in
proportion to their shares of the Profits being offset; and then




     (iii) to the Partners until the aggregate amount of Losses allocated to them under this
Section 5.2(c) for the Fiscal Year and all prior Fiscal Years equals the



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aggregate amount of Profits allocated to them for all prior Fiscal Years pursuant to
Section 5.1(c), in proportion to their share of the Profits being offset; and then




     (iv) to the Partners, in proportion to their relative positive Capital Account
balances, until the positive Capital Account balance of each Partner has been reduced to
zero; and thereafter




     (v) the balance, if any, to the Partners in accordance with their Percentage Interests.



     (c) Special Allocations.




     (i) Minimum Gain Chargeback. Notwithstanding any other provision of this
Article V, if there is a net decrease in Company Minimum Gain during any Company Fiscal
Year, the Partners shall be specially allocated items of Company income and gain for such
Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such
Partner’s share of the net decrease in Company Minimum Gain, determined in accordance with
Treasury Regulations Section 1.704-2(g)(2). Allocations pursuant to the previous sentence
shall be made in proportion to the respective amounts required to be allocated to each
Partner pursuant thereto. The items so allocated shall be determined in accordance with
Treasury Regulations Section 1.704-2(f). This Section 5.3(a) is intended to comply with the
minimum gain chargeback requirement in Section 1.704-2(f) of the Treasury Regulations and
shall be interpreted consistently therewith.



     
(ii) Partner Nonrecourse Debt Minimum Gain
Chargeback. Notwithstanding any other provision of this Article V, except Section
5.3(a), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to
a Partner Nonrecourse Debt during any Fiscal Year, each Partner who has a share of the
Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt,
determined in accordance with Treasury Regulations Section 1.704-2(i)(5), shall be specially
allocated items of Company income and gain for such Fiscal Year (and, if necessary,
subsequent Fiscal Years) in an amount equal to such Partner’s share of the net decrease in
Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt,
determined in accordance with Treasury Regulations Section 1.704-2(i)(4). Allocations
pursuant to the previous sentence shall be made in proportion to the respective amounts
required to be allocated to each Partner pursuant thereto. The items so allocated shall be
determined in accordance with Treasury Regulations Section 1.704-2(i)(4). This Section
5.3(b) is intended to comply with the minimum gain chargeback requirement in such Section of
the Treasury Regulations and shall be interpreted consistently therewith.




     (iii) Qualified Income Offset. In the event any Partner unexpectedly receives
any adjustments, allocations, or distributions described in paragraphs (4), (5) and (6) of
Treasury Regulations Section 1.704-1(b)(2)(ii)(d), items of Company income and gain shall be
specially allocated to such Partners in an amount and manner sufficient to eliminate, to the
extent required by such Regulations, the Adjusted Capital Account deficit of such Partners
as quickly as possible, provided that an allocation pursuant to this Section 5.3(c) shall be
made only if and to the extent that such Partner would have an



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Adjusted Capital Account deficit after all other allocations provided for in this
Article V have been tentatively made as if this Section 5.3(c) were not in the Agreement.




     (iv) Nonrecourse Deductions. Nonrecourse Deductions shall be allocated to the
Partners in accordance with their respective Percentage Interests.




     (v) Partner Nonrecourse Deductions. Any Partner Nonrecourse Deductions for any
Fiscal Year or other period shall be specially allocated to the Partner who bears the
economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner
Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section
1.704-2(i)(1).




     (vi) Limitation on Allocation of Losses. In no event shall Losses be allocated
to a Partner to the extent such allocation would result in such Partner having an Adjusted
Capital Account deficit at the end of any Fiscal Year. All such Losses shall be allocated
to the other Partners, provided, however, that appropriate adjustments shall be made to the
allocation of future Profits in order to offset such specially allocated Losses hereunder.




     (vii) Section 754 Adjustments. To the extent an adjustment to the adjusted tax
basis of any Company Asset pursuant to Code Section 734(b) or Code Section 743(b) is
required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into
account in determining Capital Accounts, the amount of such adjustment to the Capital
Accounts shall be treated as an item of gain (if the adjustment increases the basis of the
asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be
allocated to the Partners in a manner consistent with the manner in which their Capital
Accounts are required to be adjusted pursuant to such Section of the Treasury Regulations.




     (viii) Curative Allocations. The allocations contained in Sections 5.3(a)
through 5.3(g) (the “Regulatory Allocations”) are intended to comply with certain
requirements of the Code and Treasury Regulations. The Partners intend that, to the extent
possible, all Regulatory Allocations shall be offset either by other Regulatory Allocations
or with special allocations of other items of Company income, gain, loss or deduction
pursuant to this Section 5.3(h). Therefore, notwithstanding any other provisions of this
Article V (other than the Regulatory Allocations), the Partners shall make such offsetting
special allocations of Company income, gain, loss or deduction in whatever manner they
reasonably determine to be appropriate so that, after such offsetting allocations are made,
each Partner’s Capital Account balance is, to the extent possible, equal to the Capital
Account balance such Partner would have had if the Regulatory Allocations were not part of
this Agreement.



     (d) Other Allocation Rules.




     (i) For purposes of determining the Profits, Losses, or any other items allocable to
any period, Profits, Losses, and any such other items shall be determined on a



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daily, monthly, or other basis, as reasonably determined by the Partners using any
permissible method under Code Section 706 and the Treasury Regulations thereunder.




     (ii) Except as otherwise provided in this Agreement, all items of Company income, gain,
loss, deduction, and any other allocations not otherwise provided for shall be divided among
the Partners for tax purposes in the same proportions as they share Profits or Losses, as
the case may be, for the Fiscal Year.




     (iii) The Partners are aware of the income tax consequences of the allocations made by
this Article V and hereby agree to be bound by the provisions of this Article V in reporting
their shares of Company income and loss for income tax purposes.




     (iv) Solely for purposes of determining a Partner’s proportionate share of the “excess
nonrecourse liabilities” of the Company within the meaning of Treasury Regulations Section
1.752-3(a)(3), the interest of the Partners in Company Profits equals one hundred percent
(100%), in proportion to their Percentage Interests.




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



     (e) Tax Allocations. Code Section 704(c).




     (i) In accordance with Code Section 704(c) and the Treasury Regulations thereunder,
income, gain, loss, and deduction with respect to any property contributed to the capital of
the Company shall, solely for tax purposes, be allocated among the Partners so as to take
account of any variation between the adjusted basis of such property to the Company for
federal income tax purposes and its initial Gross Asset Value using the “traditional method”
with curative allocations upon disposition. For purposes of calculating the application of
this Section 5.5(a) to the “built in gain” with respect to interests in real property
contributed pursuant to Section 2.1(a) hereof, each parcel of real property shall treated as
a single asset.




     (ii) In the event the Gross Asset Value of any Company property is adjusted pursuant to
paragraph (b) of the definition of Gross Asset Value, subsequent allocations of income,
gain, loss, and deduction with respect to such asset shall take account of any variation
between the adjusted basis of such asset for federal income tax purposes and its Gross Asset
Value in the same manner as under Code Section 704(c) and the Treasury Regulations
thereunder using the traditional method.




     (iii) Any elections or other decisions relating to such allocations shall be made by
the General Partner, in any manner that reasonably reflects the purpose and intention of
this Agreement. Allocations pursuant to this Section 5.5 are solely for purposes of
federal, state, and local taxes and shall not affect, or in any way be taken into account in
computing, any Partner’s Capital Account or share of Profits, Losses, other items, or
distributions pursuant to any provision of this Agreement.



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49.

MANAGEMENT




     (a) Management.




     (i) Except as otherwise expressly provided in this Agreement, the business and affairs
of the Company shall be exclusively vested in the General Partner. The General Partner
shall carry out and implement the day to day affairs of the Company within the scope of the
authority granted pursuant to this Agreement. The General Partner shall keep the Partners
reasonably informed as to all matters of concern to the Company and the Partners. The
General Partner shall devote to the Company’s business such time as reasonably shall be
necessary in connection with its duties and responsibilities hereunder. Except to the
extent limited by the provisions of Section 6.2 or otherwise in this Agreement, the General
Partner shall have the full, exclusive and complete discretion in the management and control
of the affairs of the Partnership and no Limited Partner shall participate in the management
of the Partnership or have any control over the Partnership business or have any right or
authority to act for or by the Partnership, including, without limitation, the authority
provided by the Act and, in addition, the General Partner shall have the power on behalf of
the Partnership, without the consent of the other Partners, to:




     (1) acquire, improve, repair, construct and reconstruct real and personal
property on behalf of the Partnership and enter into contracts for the same;




     (2) sell and convey in whole or in part the property owned by the Partnership,
real or personal, grant easements with respect thereto and enter into agreements
restricting its use and, in connection therewith, to execute for and on behalf of
the Partnership any deeds, bills of sale, agreements, assignments, leases, stock
powers, and other documents;




     (3) vote at any election or meeting of any corporation or person, or by proxy,
and appoint agents to do so in its place and stead;




     (4) enter into sale and leaseback financing arrangements with respect to all or
part of the property owned by the Partnership, and, in connection therewith, execute
for and on behalf of the Partnership any documents relating thereto;




     (5) lease or sublease, in whole or in part, the property owned or leased by the
Partnership, real and personal, as lessor, sublessor, lessee or sublessee, and, in
connection therewith, execute for and on behalf of the Partnership any lease or
subleases or agreements modifying leases or subleases;




     (6) borrow money on behalf of the Partnership, and, in connection therewith,
execute for and on behalf of the Partnership bonds, notes, mortgages, security
agreements, financing statements, assignments and other agreements and



-21-









 







documents creating liens on or otherwise affecting the Property owned by the
Partnership (any of which loan documents may contain confessions of judgments or
warrants of attorney), and extensions, renewals, and modifications thereof, and to
repay in whole or in part, refinance, recast, increase, modify or extend any
indebtedness of the Partnership;




     (7) employ, on behalf of the Partnership, such persons, firms or corporations
as it shall reasonably deem advisable for the operation and management of the
business of the Partnership and for the performance of the accounting and legal
services and all on such terms and for such compensation as the General Partner
shall reasonably determine to be proper;




     (8) make and implement all decisions for the Partnership;




     (9) open and maintain bank accounts for funds of the Company in the name of the
Company and designate the persons authorized on behalf of the Company to make
deposits therein and withdrawals therefrom;




     (10) employ independent unaffiliated contractors at market rates for the
ordinary maintenance and repair of the Property;




     (11) retain or engage agents, managers, accountants, attorneys, consultants,
brokers and other Persons;




     (12) pay, extend, renew, modify, adjust, submit to arbitration, prosecute,
defend or compromise upon such terms as the General Partner may determine and upon
such evidence as it deems sufficient any obligation, suit, liability, cause of
action or claim, either in favor of or against the Company;




     (13) enter into, execute, acknowledge and deliver any and all contracts,
agreements or other instruments the General Partner deems necessary or appropriate
in connection with the business or affairs of the Company;




     (14) apply for, file, prosecute, obtain, appeal and challenge any permit,
approval, authorization, filing or consent with respect to the Company issued by any
governmental authority;




     (15) engage in any kind of activity and execute, perform and carry out
contracts of any kind necessary, or in connection with or convenient or incidental
to any of the foregoing or the Company’s purposes as set forth herein; execute any
and all other documents to carry out the intention and purpose hereof; and




     (16) otherwise take any other action in furtherance of the Company’s stated
purpose hereunder unless consent of one or more of the other Partners is otherwise
expressly required hereunder.



-22-









 





     Any third party dealing with the Company may, without any inquiry, rely upon any instrument or
agreement executed and delivered by the General Partner on behalf of the Company as constituting
the binding act and deed of the Company.



     Except as otherwise expressly provided in this Agreement, the Limited Partners shall not take
part in the management or control of the business of the Partnership or transact any business for
or in the name of the Partnership, nor shall any Limited Partner have the power to sign for or bind
the Partnership. Except as otherwise expressly provided herein, any exercise by the Limited
Partners of their rights under this Agreement shall be deemed to be an action affecting the
agreement among the Partners and not an action affecting the management or control of the business
of the Partnership.



     (b) Major Decisions. Notwithstanding the provisions of Section 6.1, without the prior
written consent of all Partners in each instance (a “Major Decision”), the Company shall not:




     (i) sell (including, without limitation, sell and leaseback), assign, pledge, transfer,
give, dispose, hypothecate or otherwise encumber the Property or any Company Asset or any
material part thereof or material interest therein, other than (i) personal property which
may be disposed of or replaced due to wear and tear or obsolescence or otherwise in the
ordinary course of business, (ii) easements and other property rights granted in the
ordinary course of business, and (iii) subject to Section 6.2(d), in connection with debt
incurred by the Company pursuant to the terms of this Agreement;




     (ii) acquire other real property, or any interest therein on behalf of the Company,
either directly or indirectly, other than easements and other property rights acquired in
connection with the ordinary operation of the Property;




     (iii) other than trade payables incurred in the ordinary course of business and
Shortfall Loans, incur debt (including, without limitation, unaffiliated third-party debt
incurred to repay any Shortfall Loans) in excess of $250,000 in the aggregate on behalf of
the Company, provided that General Partner shall endeavor to notify the other Partners at
least five (5) Business Days prior to incurring any such debt in an amount less than
$250,000 (other than trade payables incurred in the ordinary course of business and
Shortfall Loans), provided further that the unintentional failure of General Partner to so
notify the other Partners shall not constitute a default under this Agreement or subject the
General Partner to any liability on account thereof;




     (iv) amend, modify or terminate in any material respect any Financing Document (other
than any Financing Document entered into in connection with indebtedness the incurrence of
which does not constitute a Major Decision under Section 6.2(c)), which termination,
modification or amendment could reasonably be expected to have a material adverse impact on
the Company, provided that General Partner shall endeavor to notify the other Partners at
least five (5) Business Days prior to any material termination, modification or amendment
that could not reasonably be expected to have a material adverse impact on the Company,
provided further that the unintentional failure of General Partner to so notify the other
Partners shall not constitute



-23-









 







a default under this Agreement or subject the General Partner to any liability on
account thereof;




     (v) merge or consolidate the Company with or into another Person;




     (vi) execute and deliver any document which is prohibited under the Delaware Act, this
Agreement or any Financing Document;




     (vii) amend, modify or terminate this Agreement;




     (viii) take any action not in furtherance of the stated purposes or intended business
of the Company as set forth in this Agreement;




     (ix) take any action under applicable bankruptcy, insolvency or similar laws with
respect to the bankruptcy or insolvency of the Company;




     (x) enter into, terminate, modify or amend any lease of space at the Property for an
area in excess of twenty-five percent (25%) of the aggregate rentable square feet of the
improvements on the Property, which termination, modification or amendment could reasonably
be expected to have a material adverse impact on the Company;




     (xi) enter into any material Related Party Transaction;




     (xii) make any single Capital Expenditure or group of Capital Expenditures in any
Fiscal Year in excess of $250,000;




     (xiii) initiate any action, suit, arbitration, or litigation (“Litigation”) on behalf
of the Company, except any Litigation initiated in the ordinary course of business or which
could reasonably be expected to result in payment to the company of $1,000,000 or less;




     (xiv) settle any Litigation except any Litigation which is covered in full by an
insurance policy which is in effect (other than for any deductible which may apply) or that
shall result in the payment by the Company of amounts in excess of $250,000 to the
counterparty in such Litigation;




     (xv) settle or adjust any insurance claim or condemnation action that individually or,
with respect to a series of related claims in any Fiscal Year, in the aggregate, exceeds
$500,000; or




     (xvi) approve any other matter set forth in this Agreement expressly requiring the
approval of all the Partners.



     All requests for approval of a Major Decision shall be made by the General Partner in writing
and shall be accompanied by (x) pertinent information regarding such proposed Major Decision, and
(y) a description of the Major Decision proposed to be taken by the Partnership and the basis on
which the General Partner recommends taking the proposed Major Decision action (a “Consent
Notice”). Each Consent Notice shall also specify the date by which the



-24-









 







Partners shall respond to such Consent Notice, which date shall be not less than thirty (30)
days after delivery thereof to the Partners. If any Partner shall not deliver a written response
to a proposed Major Decision prior to the date specified in the Consent Notice pertaining thereto,
then such Partner shall be deemed to have consented to such Major Decision.



     (c) Duties and Conflicts.




     (i) The Partners, in connection with their respective duties and responsibilities
hereunder, shall at all times act in good faith and, except as expressly set forth herein,
any decision or exercise of right of approval, consent, disapproval or deferral of approval
by a Partner is to be made by such Partner pursuant to the terms of this Agreement in good
faith. Except for reimbursement of the General Partner’s reasonable and actual
out-of-pocket expenses (not including any general office overhead), and as otherwise
expressly set forth herein, or as otherwise agreed to in writing by the Partners, no Partner
or any partner, officer, shareholder or employee of any Partner shall receive any salary or
other remuneration for its services rendered pursuant to this Agreement.




     (ii) Each Partner recognizes that the other Partners have or may have other business
interests, activities and investments, some of which may be in conflict or competition with
the business of the Company and that the other Partners are entitled to carry on such other
business interests, activities and investments. No Partner shall be obligated to devote all
or any particular part of its time and effort to the Company and its affairs.




     (iii) Any Partner or Affiliate thereof may engage in or possess an interest in any
other business ventures of any nature or description, independently or with others, similar
or dissimilar to the business of the Company, and neither the Company nor any Partner shall
have any rights by virtue of this Agreement or the relationship created hereby in or to any
other ventures or activities engaged in by any Partner or Affiliate thereof, or to the
income or proceeds derived therefrom, and the pursuit of such ventures or activities by any
Partner or its Affiliate shall not be deemed wrongful or improper, even to the extent the
same are competitive with the business activities of the Company. No Partner or Affiliate
thereof shall be obligated to present any particular investment opportunity to the Company
even if such opportunity is of a character which, if presented to the Company, could be
taken by the Company, and any Partner or Affiliate thereof shall have the right to take for
its own account (individually or as a partner, partner or fiduciary) or to recommend to
others any such particular investment opportunity.



     (d) Company’s Counsel. To the extent that the General Partner deems necessary, the
Company shall retain one or more law firms to be the Company’s legal counsel (the “Company
Counsel”). The fees and expenses of the Company Counsel shall be a Company expense. Nothing
herein shall restrict the Company Counsel from acting as counsel to any Partner or any Affiliate of
such Partner (at the expense of such Partner or Affiliate), and the Partners agree that Company
Counsel may represent such Partner or any Affiliate of such Partner in any dispute involving any
other Partner or the Company.



-25-









 





     (e) Exculpation/Indemnification.




     (i) No Partner shall be liable to the Company or to any Partner for any act performed
or omitted to be performed by it on behalf of the Company provided such act or omission was
taken in good faith, and did not constitute fraud, gross negligence or willful misconduct or
constitute a material breach of this Agreement.




     (ii) The Partners shall be indemnified, defended and held harmless by the Company from
and against any and all expenses (including reasonable attorneys’ fees), losses, damages,
liabilities, charges and claims of any kind or nature whatsoever including the cost of
seeking to enforce this indemnification right (collectively “Indemnified Losses”), incurred
by them in their capacities as Partners, arising out of or incidental to any act performed
or omitted to be performed by any one or more of the Partners in good faith in their
capacities as Partners and/or in connection with the business of the Company, including any
act or omission constituting ordinary negligence of such Partners, provided that such act or
omission did not constitute gross negligence, willful misconduct or fraud or constitute a
material breach of this Agreement.




     (iii) The Company and the other Partners shall be indemnified and held harmless by each
Partner from and against any and all Indemnified Losses arising out of or incidental to any
act or omission taken in bad faith by such Partner, or any fraudulent act, gross negligence,
or willful misconduct performed by such Partner or material breach of this Agreement by such
Partner.




     (iv) All indemnification obligations under this Agreement shall also run to the benefit
of any Affiliate of any Partner or any principal, partner, member, manager, shareholder,
controlling person, officer, director, agent or employee of any of the aforesaid Persons.



     (f) Transactions with Related Parties. No agreement or transaction (each, a “Related
Party Transaction”) between the Company on the one hand and any Partner or any Affiliate of any
Partner (each, a “Related Party”) on the other hand shall be void or voidable solely by reason of
such relationship. The entering into of any Related Party Transaction by the Company shall not
subject the participating Related Party or any of their respective Affiliates, or their respective
officers, directors, managers, partners or stockholders to liability to the Company or any Partner
if (i) all of the material facts as to the Related Party Transaction and the nature of any conflict
of interest are disclosed or are known to the Partners prior to entering into the Related Party
Transaction and (ii) the Partners approve such Related Party Transaction prior to the Related Party
Transaction being entered into. In furtherance of the foregoing, the Partners acknowledge and
agree that (i) Cedar or an Affiliate (provided such Affiliate is directly or indirectly
wholly-owned by Cedar or CSCI and generally manages the other properties directly or indirectly
owned by Cedar) shall, at Cedar GP’s election, act as property manager for the Property pursuant to
the form of property management agreement attached hereto as Exhibit C and shall be
entitled to property management fees equal to four percent (4%) of gross revenues of the Company
from and after the date hereof, construction management fees equal to five percent (5%) of total
construction costs incurred from and after the date hereof by the Company in connection with
capital improvements made on the Property (provided, for certainty, that such



-26-









 







fees shall not be payable with respect to any costs or expenses incurred by Cedar or any of
its Affiliates in connection with any Tenant Improvements (as such term is defined in the Purchase
and Sale Agreement)), and leasing fees equal to five percent (5%) of the base rents for the initial
term of each lease for space on the Property entered into by the Company and two and five tenths
percent (2.5%) of the base rents for renewal terms provided such fees shall not exceed 50% in the
aggregate with respect to initial terms or 25% in the aggregate with respect to renewal terms, (ii)
Cedar or its designated Affiliate shall be entitled to an acquisition fee for any real property
(excluding the Property and any easements and other similar real property rights acquired in
connection with the ordinary operation of the Property) acquired, directly or indirectly, by the
Company or any wholly-owned direct or indirect subsidiary of the Company from and after the date
hereof in an amount for such property equal to the lesser of one percent (1%) of the gross purchase
price of such real property and $150,000, (iii) Cedar or an Affiliate shall be entitled to a
disposition fee for the Property (exclusive of any disposition made pursuant to Section 8.4 or
Section 8.5 hereof) in an amount equal to the lesser of one half percent (.5%) of the gross sales
price of the Property and $150,000 and (iv) Cedar or its designated Affiliate shall be entitled to
a loan origination fee for each new loan (excluding any Shortfall Loan or any loan to repay a
Shortfall Loan, the incurrence of which is not a Major Decision under Section 6.2(c)) obtained by
the Company from and after the date hereof in an amount equal to the lesser of one half percent
(.5%) of the loan amount and $50,000. The aforementioned fees shall be paid to Cedar or its
Affiliate pursuant to the terms of the property management agreement. In the event of a material
default under a Related Party Transaction between the Company and Cedar or any Affiliate or
permitted assignee thereof, if the General Partner shall not be using commercially reasonable
efforts to cause such default to be remedied, HHUS shall have the right, upon not less than ten
(10) Business Days notice to Cedar GP, to enforce the terms of such Related Party Transaction on
behalf of the Company. If HHUS shall elect to enforce a Related Party Transaction on behalf of the
Company, HHUS shall keep Cedar GP informed with respect thereto.



     (g) REIT Status. Notwithstanding any provision of this Agreement to the contrary, the
General Partner shall have the right to take any action (and to cause the Company to take any
action) or to refrain from taking any action (and to cause the Company to refrain from taking any
action) to ensure the continued qualification of CSCI as a real estate investment trust (“REIT”)
and to avoid the imposition of taxes under Section 857 of the Code and Section 4981 of the Code,
provided that the General Partner shall use commercially reasonable efforts (taking into
consideration CSCI’s status as a REIT) to implement a course of action with respect to such action
or omission which, to the extent consistent with the intent of this Section 6.7, minimizes or
eliminates the adverse economic effect, if any, of such action or omission on the Company or the
other Partners.



50.

BOOKS AND RECORDS; RESERVES




     (a) Bank Accounts. The General Partner shall have authority to open bank accounts and
designate signatories with respect thereto on behalf of the Company as it shall deem necessary or
desirable for the management and operation of the Property and the conduct of Company business.
One or more individuals designated by the General Partner, from time to



-27-









 




time, shall at all times be designated signatories with respect to all Company bank accounts.
The Company’s funds shall not be commingled with any other funds.




     (b) Books of Account. The Company shall keep books of account and records showing the
assets and liabilities, operations, transactions and financial condition of the Company and the
Property on an accrual basis in accordance with generally accepted accounting principles,
consistently applied. The books of account and records of the Company and the Property shall at
all times be maintained at the principal office of the Company. All such books of account and
records may be inspected, copied and audited by any Partner, its designees or representatives from
time to time upon reasonable prior written notice to the General Partner at the office of the
Company or other Person maintaining the same.



     (c) Operating Statements.




     (i) The General Partner shall, as a Company expense, at least once every calendar year
have the Company’s books and records audited by the Accountant. A copy of the annual
audited financial statements shall be submitted promptly after completion to all Partners.
General Partner shall use commercially reasonable efforts to cause such submission to occur
not later than one hundred five (105) days after the end of each Fiscal Year.




     (ii) The General Partner shall furnish the following quarterly reports prepared for the
Property on an accrual basis showing quarterly and year-to-date activity (without notice or
demand) not later than the forty fifth (45th) day following the end of each calendar
quarter:




     (1) an unaudited cash flow statement setting forth the calculation of Net Cash
Flow and all disbursements of cash from the Company;




     (2) an unaudited balance sheet for the Company;




     (3) an unaudited profit and loss statement;




     (4) banks statements and reconciliations for all accounts;




     (5) reconciliation of actual expenditures to budgeted expenditures; and




     (6) in the event a Capital Transaction has occurred, an unaudited statement of
the Net Proceeds of a Capital Transaction for such Capital Transaction.




     (iii) The General Partner shall, as a Company expense, use commercially reasonable
efforts to cause to be filed all tax returns related to the Company and the Property in a
timely manner. Each of the Partners shall promptly provide to the General Partner such
information as may be in its possession as shall be necessary or appropriate for the
preparation of such returns. No later than one hundred twenty (120) days after the end of
each Fiscal Year of the Company, the Company shall, as a Company expense, furnish the
Partners with all necessary tax reporting information required by the Partners



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for the preparation of their respective federal, state and local income tax returns,
including each Partner’s pro rata share of income, gain, loss, deductions and credits for
such Fiscal Year. The General Partner shall supervise the Accountant in the preparation of
the Company’s tax returns, the cost of which shall be a Company expense.




     (iv) Within one hundred twenty (120) days following the end of the Fiscal Year of the
Company, the Company shall, as a Company expense, furnish each Partner with copies of the
Company’s federal partnership Return of Income and other income tax returns, together with
each Partner’s Schedule K-1 or analogous schedule, which returns shall be signed by the Tax
Matters Partner on behalf of the Company and co-signed by the Accountant as preparer.




     (v) Except as otherwise provided in this Agreement, all decisions as to accounting
principles, whether for the Company’s books or for income tax purposes (and such decisions
may be different for each such purpose) and all elections available to the Company under
applicable tax law, shall be made by the Tax Matters Partner. Upon the request of any
Partner in connection with the transfer of all or part of such Partner’s Company Interest,
the Company shall make an election under Code Section 754. The General Partner shall not
elect to have the Company classified as an association taxable as a corporation for federal
income tax purposes and shall take any steps required to maintain the Company’s
classification as a partnership for such purposes.




     (vi) Cedar shall, at no cost or expense to Cedar, cooperate with HHUS in good faith in
connection with the preparation of internal reports required to be prepared by or on behalf
of HHUS, including providing readily available information to HHUS in connection therewith.



     (d) The Accountant. The General Partner shall cause the Company to retain Wiser LP,
Grant Thornton, Ernst & Young or any other recognized and reputable national or regional
independent certified public accounting firm selected by the General Partner to be the accountant
and auditor for the Company (the “Accountant”). The fees and expenses of the Accountant shall be a
Company expense.



     (e) Tax Matters Partner. The General Partner is hereby designated as the tax matters
partner under Code Section 6231(a)(7) (the “Tax Matters Partner”). In addition to the duties
described in Section 7.3(e) of this Agreement, the Tax Matters Partner shall manage audits of the
Company conducted by the Internal Revenue Service or any other taxing authority pursuant to the
audit procedures under the Code and the Treasury Regulations promulgated thereunder or other
applicable law.



     (f) Annual Budget. The General Partner shall prepare and deliver to the other
Partners an annual budget for the Property for each Fiscal Year not later than sixty (60) days
prior to the commencement of each Fiscal Year.



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51.

WITHDRAWALS; TRANSFERS OF COMPANY INTERESTS




     (a) No Transfer. No Partner may sell, assign, pledge, transfer, give, hypothecate or
otherwise encumber, and no Partner or non-Partner may acquire, any direct interest in the Company
(any such sale, assignment, pledge, transfer, gift, hypothecation, encumbrance or acquisition being
hereinafter referred to as a “Transfer”) without (x) the prior written consent of all of the
Partners, which may be granted or withheld in the sole and absolute discretion of the other
Partners and (y) in the event of a Transfer of a limited partnership interest of the Company, the
prior written consent of all of the TTV Partners, which may be granted or withheld in the sole
discretion of such TTV Partners. Any Transfer of any Company Interest in contravention of this
Article VIII shall be null and void and shall be deemed a material breach of the terms of this
Agreement, and the other Partners shall have all the rights and remedies available under this
Agreement and applicable law.



     (b) Succession by Operation of Law/Certain Permitted Transfers/
Prorations/Cooperation. If any Company Interest is Transferred or proposed to be Transferred
pursuant to this Article VIII, the parties hereto agree to reasonably cooperate with each other in
good faith to structure such Transfer to avoid or minimize transfer fees to lenders and any
transfer, deed or similar taxes due in connection therewith and, if so desired, to avoid
termination of the Company for Federal income tax purposes. All expenses of the Company, including
transfer taxes (if any), legal, accounting and general audit expenses, occasioned by the sale,
assignment or transfer by a Partner of its Company Interest or the death, insanity, incompetence or
Bankruptcy of a Partner, shall be paid by such Partner or, as applicable, by the transferee of such
Partner’s Company Interest, promptly upon demand thereof, as a condition to the effectiveness of
such Transfer. Notwithstanding the terms of Section 8.1, HHUS shall have the right, in its sole
discretion, to assign up to seventy five percent (75%) of its Partnership Interest (i.e. sixty
percent (60%) of the aggregate Partnership Interests) to a single Delaware limited partnership
comprised of one or more Non-U.S. Persons as limited partners and Homburg Participates B.V. or an
Affiliate as general partner (such single limited partnership, “HP”).



     (c) General Conditions Applicable to Transfers.




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



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the Persons referred to or described in the OFAC Lists, or (C) who has knowingly
conducted business with or knowingly engaged in any transaction with any Person named on any
of the OFAC Lists.




     (ii) In the event that any filing, application, approval or consent is required in
connection with any Transfer, whether by any governmental entity or other third-party, the
transferring Partner shall promptly make such filing or application or obtain such approval
or consent, at its sole expense.




     (iii) Notwithstanding anything to the contrary contained in this Agreement, each
Partner shall be an entity organized under the laws of the United States.




     (iv) Notwithstanding anything to the contrary contained in this Agreement (including
but not limited to the other sections of this Article VIII), no Transfer of all or any
portion of any Partner’s Company Interest shall be binding upon the other Partners or the
Company, and the Company shall be entitled to treat the record owner of any Company Interest
as the absolute owner thereof in all respects, unless and until (i) true copies of the
instruments of transfer executed and delivered pursuant to or in connection with such
Transfer shall have been delivered to the General Partner, (ii) the transferee shall have
delivered to the General Partner an executed and acknowledged assumption agreement pursuant
to which the transferee assumes all the obligations of the transferor arising and accruing
from and after the date of such Transfer under, and agrees to be bound by all the provisions
of, this Agreement, (iii) the transferee shall have executed, acknowledged and delivered any
instruments required under any applicable laws to effect such Transfer and, if applicable,
its admission to the Company, and (iv) the transferee shall have executed and delivered such
other instruments, documents and agreements reasonably required by the General Partner in
connection with such Transfer which are consistent with the other terms hereof including,
without limitation, a favorable opinion of counsel reasonably satisfactory to General
Partner that such Transfer shall not constitute a violation of the Securities Act of 1933,
as amended, or of any law or statute of any state and shall have no materially adverse
federal income tax impact on the Partnership; provided, however, that no such opinion of
counsel shall be required in connection with a Transfer to HP pursuant to and in accordance
with the terms of the last sentence of Section 8.2. Upon compliance with the provisions of
this Section 8.3(c), any Person who acquires a Company Interest in a transaction permitted
by this Article VIII shall, unless otherwise provided in this Agreement, be admitted as a
Partner. Except as otherwise set forth herein, upon the execution and delivery of such
assumption agreement, the transferor shall have no further obligation hereunder after the
date of the Transfer except that the transferor shall remain primarily liable for all
accrued obligations (as of the date of Transfer) of the transferor under this Agreement,
notwithstanding any Transfer pursuant to this Article VIII.




     (v) Except as otherwise expressly provided herein, all reasonable costs and expenses
incurred by the Company in connection with any Transfer of a Company Interest and, if
applicable, the admission of a Person as a Partner hereunder, shall be paid by the
transferor. Upon compliance with all provisions hereof applicable to any transferee of a
Company Interest becoming a Partner, all Partners hereby agree to execute



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and deliver such reasonable amendments hereto as are necessary to constitute such
person or entity a Partner of the Company.




     (vi) If any Person acquires all or any part of the Company Interest of a Partner in
violation of this Article VIII whether by operation of law, judicial proceeding, or other
manner not expressly permitted hereunder, such Person shall have no rights under this
Agreement with respect to the Company Interest so acquired.




     (vii) Prior to any Transfer described in the last sentence of Section 8.2, Cedar GP
shall be offered the opportunity timely to review and, subject to any Netherlands regulatory
requirements, approve all descriptive materials published and disseminated with respect to
references to Cedar GP, Cedar LP, Cedar or any parent or subsidiary thereof (other than the
Company) and its or their organizational and/or financial operations, structure or history,
such approval not to be unreasonably withheld, conditioned or delayed, and shall be offered
the opportunity to timely review all materials published and disseminated with respect to
the Company, the Properties, the Partnership Interests and the transactions contemplated by
this Agreement. HHUS and, if such Transfer shall occur, HP shall defend, indemnify and hold
the Company, Cedar, Cedar GP, Cedar LP and the Affiliates, parents and subsidiaries of
Cedar, Cedar GP and Cedar LP harmless of, from and against any and all Indemnified Losses
(other than any special, consequential or punitive damages) arising out of or in connection
with such Transfer or proposed Transfer. Notwithstanding anything to the contrary contained
in this Agreement, the review and/or approval by Cedar GP of any materials with respect to
any of the forgoing shall in no way relieve HP of any of its obligations pursuant to the
terms of the immediately preceding sentence or result in liability to Cedar GP on account
thereof.




     (viii) If Cedar shall no longer be directly or indirectly controlled by CSCP, Cedar LP
shall pay all costs and expenses required to be paid by the Company pursuant to the
Financing Documents on account thereof.



     (d) Buy/Sell Rights.




     (i) Either Cedar LP and Cedar GP acting collectively, on the one hand, and HHUS and, if
applicable, HP acting collectively, on the other hand (“Buy Sell Offeror”), shall have the
right from time to time to effect the provisions of this Section 8.4 at any time during the
Buy/Sell Exercise Period by delivering written notice (the “Buy Sell Notice”) to the other
Partner (“Buy Sell Offeree”) (A) of its intention to effect the provisions of this Section
8.4(a), and (B) designating its determination (which shall be made in its sole discretion)
of the fair market value of the Property and all other Company Assets (the “Buy Sell
Property”) taking into account the obligation of the Purchasing Partner to repay or assume
any existing mortgage indebtedness (the “Buy Sell Purchase Price”).




     (ii) Upon receipt of the Buy Sell Notice given pursuant to Section 8.4(a) hereof, Buy
Sell Offeree shall then be obligated either to:



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     (1) purchase the Buy Sell Property from the Company for cash at a price equal
to the Buy Sell Purchase Price; or




     (2) allow the Company to sell the Buy Sell Property to Buy Sell Offeror for
cash at a price equal to the Buy Sell Purchase Price,



          and in each such instance the Company shall sell the Buy Sell Property to the Buy Sell Offeree
or Buy Sell Offeror, as applicable. Buy Sell Offeree shall give written notice of its election to
Buy Sell Offeror within thirty (30) days after receipt of the Buy Sell Notice (the date of election
being the “Buy Sell Election Date”). Failure of Buy Sell Offeree to give Buy Sell Offeror notice
within such time shall be a conclusive election under subsection (b)(ii) above.





     (iii) Within ten (10) Business Days after Buy Sell Offeree’s election or deemed
election under subsection 8.4(b), the Partner purchasing the Buy Sell Property (the
“Purchasing Partner”; the Partner(s) not purchasing the Buy Sell Property being hereinafter
referred to as the “Non-Purchasing Partner”) shall deposit with the Escrow Agent in cash an
amount equal to the greater of (I) Two Hundred Fifty Thousand Dollars ($250,000) and (II) an
amount equal to five percent (5%) of the Buy Sell Purchase Price (“Buy Sell Deposit”). If
the Purchasing Partner shall fail to deposit the Buy Sell Deposit within such ten (10)
Business Day period, the Purchasing Partner shall be in default hereunder, the
Non-Purchasing Partner and the Company shall have all remedies available at law or in
equity, and the Non-Purchasing Partner shall have the right, exercisable by delivery of
written notice to the Purchasing Partner and the Company within ten (10) days of the
expiration of such five (5) Business Day period, to purchase (pursuant to the terms of this
Section 8.4) the Buy Sell Property for cash at a price equal to ninety five percent (95%) of
the Buy Sell Purchase Price. If the Non-Purchasing Partner does not elect to purchase the
Buy Sell Property, the rights of the Partners under this Section 8.4 shall be as they were
prior to the delivery of the applicable Buy Sell Notice, except that the Purchasing Partner
shall lose its right to initiate the buy sell procedures for a period of eighteen (18)
months following the date of the Buy/Sell Notice. The charges of the Escrow Agent shall be
paid by the Company. The Escrow Agent shall hold the Buy Sell Deposit in an interest
bearing account pursuant to a written agreement among the Company and the Purchasing Partner
and the Escrow Agent, which agreement shall be satisfactory to such parties in the exercise
of their respective reasonable discretion and shall provide, among other things, that the
Escrow Agent shall not commingle the Buy Sell Deposit with any other funds. In the event of
a closing pursuant to the terms of this subsection 8.4(c), the Buy Sell Deposit, together
with any interest earned thereon, shall be credited against the Buy Sell Purchase Price and
paid to the Company. In the event of a default by the Purchasing Partner in its obligation
to purchase the Buy Sell Property pursuant to, and in accordance with, the terms of this
subsection 8.4(c) (other than the failure of the Purchasing Partner to make the Buy Sell
Deposit as aforesaid), the Buy Sell Deposit, and any interest thereon, shall be paid to the
Company by the Escrow Agent promptly following written request therefor as the
Non-Purchasing Partner’s and Company’s sole and exclusive remedy, and the Non-Purchasing
Partner shall have the right, exercisable by delivery of written notice to the Purchasing
Partner and the Company within thirty (30) days of the Company’s receipt of the Buy Sell
Deposit, to purchase (pursuant to the terms of this Section 8.4) the Buy Sell Property



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for cash at a price equal to the Buy Sell Purchase Price. If the Non-Purchasing
Partner does not elect to purchase the Buy Sell Property, the rights of the Partners under
this Section 8.4 shall be as they were prior to the delivery of the applicable Buy Sell
Notice, except that the Purchasing Partner shall lose its right to initiate the buy sell
procedures for a period of eighteen (18) months following the date of the Buy/Sell Notice.
If the Non-Purchasing Partner shall cause the Company to default in any of its obligations
under this subsection 8.4(c), the Buy Sell Deposit, and any interest earned thereon, shall
be returned to the Purchasing Partner promptly following written request therefor, the
Purchasing Partner shall have all other remedies available to it at law or in equity
(including, without limitation, an action for specific performance), and the Non-Purchasing
Partner shall lose its right to initiate the buy sell procedures for a period of eighteen
(18) months following the date of the Buy/Sell Notice. Upon deposit by the Purchasing
Partner of the Buy Sell Deposit with the Escrow Agent as aforesaid, (i) a binding contract
shall be deemed to exist between the Company and the Purchasing Partner with respect to the
Buy Sell Property, and (ii) the closing shall be held pursuant to an escrow arrangement
acceptable to the Purchasing Partner and the Company in the exercise of their reasonable
judgment on a Business Day selected by the Purchasing Partner not less than thirty (30) days
and not more than one hundred twenty (120) days from the Buy Sell Election Date. The
Purchasing Partner shall pay the Buy Sell Purchase Price (less the Buy Sell Deposit and any
interest earned thereon and as adjusted as provided herein) by wire transfer of immediately
available federal funds to an account designated in writing by the Company. At the closing,
the Company shall deliver to Purchasing Partner a limited warranty deed for the Property,
subject to all encumbrances of record, an assignment of leases, contracts, and general
intangibles, a bill of sale, and any other documents necessary to effectuate such transfer.
Any transfer, deed, documentary stamp or other tax due in connection with a Transfer of the
Property pursuant to this Section 6.10(c) shall be paid by the Non-Purchasing Partner. In
addition, at the closing, (i) items of income and expense with respect to the Property shall
be apportioned as of 11:59 p.m. of the day preceding the closing date in accordance with
local custom and (ii) the Purchasing Partner, at its expense, shall cause the Property to be
transferred free and clear of all mortgage financings unless the Purchasing Partner shall
elect to assume such mortgage financings, and the assumption is permitted by the terms of
the applicable Financing Documents or consent for such assumption is obtained (in which
event the Buy Sell Purchase Price shall be adjusted accordingly). All costs and expenses
incurred in connection with assuming such mortgage financings shall be paid by the
Purchasing Partner.




     (iv) The Partners shall cooperate with each other to effectuate a transfer of the
Property in a manner that will minimize transfer and other taxes and, if applicable, loan
assumption fees including, without limitation, structuring (subject to Section 8.4(e)) any
such transfer as an entity transfer to the extent reasonably feasible.




     (v) Subject to the prior written approval of all of the Partners and TTV Partners, the
Purchasing Partner may, at its option, elect to acquire (and to have an Affiliate acquire
the General Partner’s interests if the acquisition is to be of both general partner and
limited partnership interests, in which case such Affiliate shall be deemed included within
the term Purchasing Partner for purposes of this paragraph) all of the



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Company Interests in the Non-Purchasing Partner in lieu of acquiring the Property by
deed. If the Purchasing Partner shall elect to acquire all of the Company Interests in the
Non-Purchasing Partner, the Non-Purchasing Partner shall deliver to the Purchasing Partner
or its designee an assignment of all of the Non-Purchasing Partner’s Company Interest, which
such assignment shall be free and clear of all legal and equitable claims (other than the
legal and equitable claims, if any, of the Purchasing Partner pursuant to this Agreement)
and all liens and encumbrances (other than liens and encumbrances under this Agreement and
Financing Documents that shall remain in full force and effect following the closing). At
the closing, the Non-Purchasing Partner and the Purchasing Partner shall execute an
agreement acceptable to the Non-Purchasing Partner and the Purchasing Partner in the
exercise of their reasonable judgment whereby (X) each shall represent and warrant to the
other that each is duly organized, validly existing, has the necessary corporate power and
authority to consummate the subject transactions and requires no consents which have not
been obtained and (Y) the Non-Purchasing Partner shall represent to the Purchasing Partner
that the Non-Purchasing Partner is the owner of its Company Interest free and clear of all
liens and encumbrances (other than liens and encumbrances under this Agreement and Financing
Documents that shall remain in full force and effect following the closing) and that the
Transfer is being made free and clear of all legal and equitable claims (other than the
legal and equitable claims of the Purchasing Partner pursuant to this Agreement).




     (vi) The Purchasing Partner may, at its option, cause the Buy Sell Property to be
acquired by one or more of Purchasing Partner’s designees (or, if the provisions of the
prior paragraph are applicable, and the prior written approval of all of the Partners and
TTV Partners has been obtained, to cause any Company Interest held by a Non-Purchasing
Partner to be purchased by the Purchasing Partner and/or any one or more of the Purchasing
Partner’s designees with appropriate modifications to the purchase agreement referred to in
such paragraph); provided that any such assignment of the Purchasing Partner’s rights
hereunder for purposes of accomplishing such purchase by any such designee shall not relieve
the Purchasing Partner of any obligation or liability with respect thereto.




     (vii) Each Partner agrees that it shall be reasonable and cooperate with the other
Partners, including, without limitation, executing any documents which may be reasonably
required, in order to consummate the transactions contemplated by this Section 8.4.




     (viii) For purposes of the terms of this Section 8.4, Cedar LP and Cedar GP shall be
deemed to be one Partner and shall act collectively except solely to the extent that the
interests of each are to be transferred to different purchasers and, if HP shall acquire a
Company Interest, HHUS and HP shall be deemed to be one Partner and shall act collectively
except solely to the extent that the interests of each are to be transferred to different
purchasers.



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     (e) Right of First Refusal.




     (i) Upon receipt by the Company of a bona fide, arm’s length offer to sell the Property
(which offer shall contain the material terms of the proposed transaction), the General
Partner shall send a notice to the other Partners (which notice shall include a copy of such
offer). In the event that a Partner elects, in its sole discretion, to consent to the sale
of the Property on the terms of the offer, such Partner shall deliver notice of such
acceptance (an “Acceptance Notice”) to the General Partner with copies to the other
Partners. In the event that all of the Partners deliver Acceptance Notices to the General
Partner, the General Partner shall, prior to accepting the offer on behalf of the Company,
provide Cedar LP with a right of first refusal to acquire the Property on the same terms and
conditions as contained in such offer. Cedar LP shall have fifteen (15) days from the date
on which all of the Partners have delivered an Acceptance Notice to the General Partner to
agree to purchase the Property on the terms contained in such offer. If Cedar LP agrees to
purchase the Property on the terms contained in the offer by delivering a written notice of
such acceptance to the other Partners and, within ten (10) Business Days after delivery of
such notice, depositing with the Escrow Agent the deposit provided for in the terms of the
offer, or if such terms do not provide for a deposit, an amount equal to the greater of
$250,000 and five percent (5%) of the proposed purchase price (the “ROFR Deposit”), a
binding contract of sale shall be deemed to exist between Cedar LP and the Company with
respect to the purchase and sale of the Property. If Cedar LP does not elect to purchase
the Property in accordance with the terms of such offer within such fifteen-day period, or
fails to deliver the ROFR Deposit to the Escrow Agent within such ten Business Day period,
the Company shall have the right to sell the Property pursuant to the terms of such offer.
Notwithstanding the foregoing, if the sale shall not be consummated pursuant to the terms of
such offer within one hundred twenty (120) days, or if the terms of such offer are changed
in a manner materially detrimental to the Company, the Company shall once again comply with
the terms of this Section 8.5 prior to consummating a sale of the Property.




     (ii) If Cedar LP elects to purchase the Property, it may, at its option, cause the
Property to be acquired by one or more of its designees, provided that any such assignment
of Cedar LP’s rights hereunder for the purpose of accomplishing such purpose shall not
relieve Cedar LP of any obligation or liability with respect thereto.




     (iii) The Company and each of the Partners shall cooperate in good faith with Cedar LP
in connection with any such acquisition.




     (iv) Subject to the prior written approval of all of the Partners and TTV Partners,
Cedar LP may, at its option, elect to acquire all of the Company Interests of HHUS in lieu
of acquiring the Property by deed. If Cedar LP shall elect to acquire all of the Company
Interests of HHUS, the purchase price shall be adjusted equitably by the Partners, and HHUS
shall deliver to Cedar LP or its designee an assignment of all of the Company Interests of
HHUS, which such assignment shall be free and clear of all legal and equitable claims (other
than the legal and equitable claims, if any, of Cedar LP pursuant to this Agreement) and all
liens and encumbrances (other than liens and encumbrances under this Agreement and Financing
Documents that shall remain in full



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force and effect following the closing). At the closing, Cedar LP and HHUS shall
execute an agreement acceptable to each of Cedar LP and HHUS in the exercise of their
reasonable judgment whereby (i) each shall represent and warrant to the other that each is
duly organized, validly existing, has the necessary corporate power and authority to
consummate the subject transactions and requires no consents which have not been obtained
and (ii) HHUS shall represent to Cedar LP that it is the owner of its Company Interest free
and clear of all liens and encumbrances (other than liens and encumbrances under this
Agreement and Financing Documents that shall remain in full force and effect following the
closing) and that the Transfer is being made free and clear of all legal and equitable
claims (other than the legal and equitable claims of Cedar LP pursuant to this Agreement).



     (f) Bankruptcy or Withdrawal of a Partner. Upon the occurrence of a Bankruptcy Event
or any other occurrence with respect to a Partner of any event which under the Delaware Act causes
the Partner to cease to be a partner of a limited partnership (a “Withdrawal Event”), the Partner
affected by such Withdrawal Event shall, unless the other Partners shall otherwise consent within
ninety (90) days of such Withdrawal Event, be deemed to have withdrawn as a Partner on the
expiration of such ninety (90) day period. In the event that a Partner is deemed to have withdrawn
from the Company pursuant to this Section 8.6, then such Partner (a “Withdrawn Partner”) shall
continue to have the rights of an assignee of its Company Interest which was not admitted as a
Partner and shall not be entitled to participate in the management of the Company or to vote,
approve or consent to any matter for which the vote, approval or consent of any Partners is
required. Unless the Partners (other than the Withdrawn Partner) otherwise agree, the Company
shall not terminate or dissolve upon the occurrence of a Withdrawal Event, provided (to the extent
required by any Financing Document) that in the event that the Company has two or more General
Partners at least one of which is solvent, the Partners shall not agree to terminate or dissolve
the Company upon the occurrence of a Withdrawal Event. No Partner shall withdraw or retire from
the Company without the prior written consent of all of the other Partners and TTV Partners, except
in connection with a Transfer of its entire Company Interest as expressly permitted under and in
accordance with the terms of this Agreement. In furtherance of the foregoing, each Partner hereby
waives any and all rights such Partner may have to withdraw and/or resign from the Company pursuant
to Sections 17-602 and 17-603 of the Delaware Act and hereby waives any and all rights such Partner
may have to receive the fair value of such Partner’s Company Interest upon such resignation and/or
withdrawal pursuant to Section 17-604 of the Delaware Act, and such Partner shall continue to hold
its Company Interest in accordance with the provisions hereof.



     (g) Death or Incompetency of an Individual Partner. Upon the death or legal
incompetency of an individual Limited Partner (including a substituted Limited Partner), his or her
legally authorized personal representatives shall have all of the rights of a Limited Partner for
the purpose of settling or managing his or her estate, and shall have such power as the decedent,
incompetent, bankrupt or insolvent individual Limited Partner possessed hereunder to make an
assignment of his or her interest in the Partnership in accordance with the terms hereof. No such
representative shall be admitted as a Limited Partner in the Partnership except in compliance with
the provisions of Section 8.1 and Section 12.3 hereof.



-37-









 





     (h) Withdrawal Rights. If at any time the Partnership shall have more than one
General Partner, a General Partner may withdraw as a General Partner of the Partnership upon
obtaining the written consent of all of the other Partners and, except in the event of a withdrawal
by Cedar GP, the TTV Partners, to such withdrawal. From and after the effective date of any such
withdrawal, the withdrawing General Partner shall automatically cease to serve as the General
Partner of the Partnership and such General Partner’s Company Interest shall be deemed to be
converted to a limited partnership interest in the Partnership and all references in this Agreement
to the “General Partner” shall be deemed to be references to the remaining General Partner only.



     (i) Transparent Status.




     (i) Any Limited Partner that is a Tax Transparent Vehicle (a “Limited Partner TTV”)
shall provide in its partnership agreement or other constitutional documents that (i) the
general partner (or its functional equivalent) of such Limited Partner TTV shall have the
authority in its sole discretion to approve the admission or substitution of limited
partners (or the functional equivalent) of such Limited Partner TTV or (ii) the consent of
all of the partners in such Limited Partner TTV shall be required in connection with such
Limited Partner’s consent to a Transfer of a limited partnership interest in the Company.




     (ii) If the Company shall invest as a limited partner in a Tax Transparent Vehicle (a
“Subsidiary TTV”), the constitutional documents or bylaws of such Subsidiary TTV shall
require the prior written consent of all of the Partners for any transfer of partnership
interests in such Subsidiary TTV.




     (iii) If applicable, upon the request of HP in connection with HP’s admission to the
Company and from time to time thereafter, Cedar LP shall provide to HP excerpts from Cedar’s
limited partnership agreement for purposes of allowing HP to determine whether Cedar shall
not qualify as a transparent entity for Dutch tax purposes. If Cedar shall amend its
limited partnership agreement to provide that the consent of all limited partners is needed
for the issuance or transfer of a limited partner interest in Cedar, Cedar GP shall provide
written notice to HP of such event.



52.

BROKERS




     (a) Brokers. Each Partner represents and warrants to the other Partners that it has
not dealt with any real estate broker or finder in connection with the formation of the Company or
the transactions contemplated herein. Each Partner agrees to indemnify and hold harmless the other
Partners and the Company from and against any actions, claims or demands for any commissions or
fees and all Indemnified Losses arising from a breach of the foregoing representation and warranty.



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53.

TERMINATION




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




     (i) The sale, condemnation or other disposition of all or substantially all of the
Property and the other Company Assets and the receipt of all consideration therefor except
that if non-monetary consideration is received upon such disposition the Company shall not
be dissolved pursuant to this clause until such consideration is converted into money or
money equivalent;




     (ii) At any time that there is no General Partner or any limited partners unless the
remaining partners take the necessary action pursuant to Section 17-802(3) or (4) of the
Delaware Act, as applicable, to continue the Company.




     (iii) The occurrence of any event, other than those referred to in paragraph (b), which
causes dissolution of a limited partnership under the Delaware Act, unless the Partners
agree to continue the Company pursuant to the Delaware Act.



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




     (i) The Liquidating Partner shall cause to be prepared (i) statements setting forth the
assets and liabilities of the Company as of the date of dissolution and as of the date of
complete liquidation, a copy of such statements shall be furnished to all of the Partners
and (ii) a report in reasonable detail of the manner or disposition of assets.




     (ii) The property and assets of the Company shall be liquidated by the Liquidating
Partner as promptly as possible, but in an orderly and businesslike and commercially
reasonable manner. The Liquidating Partner may, in the exercise of its business judgment
and if commercially reasonable, determine to defer the sale of all or any portion of the
property and assets of the Company if deemed necessary or appropriate to realize the fair
market value of any such property or assets.




     (iii) The proceeds of sale and all other assets of the Company shall be applied and
distributed as follows and in the following order of priority:




     (1) To the payment of (x) the debts and liabilities of the Company (including
any outstanding amounts due on any recourse indebtedness encumbering the Property,
or any part thereof) and (y) the expenses of liquidation.




     (2) To the setting up of any reserves which the Liquidating Partner shall
determine in its commercially reasonable judgment to be reasonably necessary for
contingent, unliquidated or unforeseen liabilities or obligations of



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the Company or the Partners arising out of or in connection with the Company.
Such reserves may, in the commercially reasonable discretion of the Liquidating
Partner, be paid over to a national bank or national trust company selected by the
Partners and authorized to conduct business as an escrow agent to be held by such
bank or trust company as escrow agent for the purposes of disbursing such reserves
to satisfy the liabilities and obligations described above, and at the expiration of
such period distributing any remaining balance as provided in clause (iv) below.




     (3) The balance to the Partners in accordance with the provisions of Sections
4.3.



     Distributions pursuant to the preceding clause (iii) shall be made by the end of the Fiscal
Year during which the dissolution of the Company occurs (or, if later, within ninety (90) days of
such dissolution). To the fullest extent permitted by applicable law, the Partners hereby waive
any rights to distributions under Section `17-604 of the Delaware Act.




     (iv) The Liquidating Partner shall cause the filing of the Certificate of Cancellation
pursuant to Section 17-203 of the Delaware Act and shall take all such other actions as may
be necessary to terminate the Company.



     (c) Liquidating Partner.




     (i) The term “Liquidating Partner” shall mean (i) the General Partner in the case of a
termination of the Company pursuant to clause (a) of Section 10.1 hereof, (ii) Cedar GP in
the case of a termination of the Company pursuant to clause (c) of Section 10.1 hereof if
HHUS shall be the Partner causing the termination event pursuant to said clause, (iii) HHUS
in the case of a termination of the Company pursuant to clause (c) of Section 10.1 hereof if
Cedar LP or Cedar GP shall be the Partner causing the termination event pursuant to said
clause, and (iv) the last remaining Partner (or its personal representative or nominee) in
the case of a termination of the Company pursuant to clause (b) of Section 10.1 hereof.




     (ii) Without limiting the foregoing, the Liquidating Partner shall, upon the
dissolution and upon completion of the winding up of the affairs of the Company, file
appropriate certificate(s) to such effect in the proper governmental office or offices under
the Delaware Act as then in effect. Notwithstanding the foregoing, each Partner, upon the
request of the Liquidating Partner, shall promptly execute, acknowledge and deliver all such
documents, certificates and other instruments as the Liquidating Partner shall reasonably
request to effectuate the proper dissolution and termination of the Company, including the
winding up of the business of the Company.



     (d) No Redemption. The Company may not acquire, by purchase, redemption or otherwise
any Company Interest of any Partner.



     (e) Governance. Notwithstanding a dissolution of the Company, until the termination
of the business of the Company, the affairs of the Partners, as such, shall continue to be governed



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



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



54.

POWER OF ATTORNEY




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




     (i) Amendments to this Agreement as required by the laws of the State, or by any other
state, including amendments required for the admission or substitution of a Limited Partner,
the admission or substitution of a General Partner, and the continuation of the business of
the Partnership after the withdrawal or removal of a General Partner;




     (ii) Any cancellation of this Agreement as required by the laws of the State upon
dissolution or termination of the partnership;




     (iii) Amendments to the Certificate as required under the laws of the State, or the
laws of any other state in which such Certificate (and amendments) are required to be filed
or recorded;




     (iv) All such other instruments, documents and certificates which may from time to time
be required by the laws of the State, the United States of America or any other jurisdiction
which the Partnership shall determine to do business in accordance with the terms of this
Agreement, or any other political subdivision or agency thereof, to effectuate, implement,
continue and defend the validity and existence of the Partnership; and




     (v) Any business certificate, fictitious name certificate, certificate of limited
partnership, amendment thereto or other instrument or document of any kind necessary to
accomplish the business, purposes and objectives of the Partnership.



     The power of attorney hereby granted to the General Partner is a special power of attorney
coupled with an interest, is irrevocable, and shall survive the death of any Limited Partners that
are individuals. This power of attorney may be exercised by the General Partner for each Limited
Partner by listing all of the Limited Partners executing any instrument with a signature of the
General Partner acting as attorney-in-fact for all of them. In addition, this power



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of attorney shall survive the delivery of an assignment by a Limited Partner of the whole or
any portion of his interest; except that where the transferee of a Limited Partner has been
approved by the General Partner for admission to the Partnership as a substitute Limited Partner,
the power of attorney shall survive the delivery of such assignment for the sole purpose of
enabling the General Partner to execute, acknowledge, and file any instrument necessary to effect
such substitution.



55.

MISCELLANEOUS




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



     (b) Notices. All notices, demands, consents, approvals, requests or other
communications which any of the parties to this Agreement may desire or be required to give
hereunder (collectively, “Notices”) shall be in writing and shall be given by personal delivery
(including by hand or reputable international courier service) or facsimile or United States,
Canada or Netherlands, as applicable, registered or certified air mail (postage prepaid, return
receipt requested) addressed as hereinafter provided, provided, however, that any Notice given by
facsimile shall also be given by personal delivery or United States, Canada or Netherlands, as
applicable, registered or certified air mail. Except as otherwise specified herein, the time
period in which a response to any notice or other communication must be made, if any, shall
commence to run on the earliest to occur of (a) if by personal delivery, the date of receipt, or
attempted delivery, if such communication is refused; (b) if given by facsimile, the date on which
such facsimile is transmitted and confirmation of delivery thereof is received; and (c) if sent by
mail (as aforesaid), the date of receipt or attempted delivery, if such mailing is refused. Until
further notice, notices and other communications under this Agreement shall be addressed to the
parties listed below as follows:




     (1) If to the Company, Cedar GP or Cedar LP, to:


Cedar Shopping Centers, Inc.

44 South Bayles Avenue

Port Washington, NY 11050

Attention: Leo S. Ullman

Facsimile: (516) 767-6497



with a copy to:



Steven Moskowitz, Esq.

Stroock & Stroock & Lavan LLP

180 Maiden Lane




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New York, New York 10038

Fax Number: (212) 806-6006





     (2) If to HHUS, to:


Homburg Invest Inc.

1741 Brunswick Street, Suite 600

Halifax, NS B3J-3X8

Attention: Richard Stolle

Facsimile: 902-468-2457



and to:



Homburg Invest Inc.

11 Akerley Blvd., Suite 200

Dartmouth, NS B3B-1V7

Attention: Gordon Lawlor

Facsimile: 902-469-6776



and to:



Homburg Holdings (U.S.), Inc.

559 East Pikes Place Avenue

Suite 320

Colorado Springs, Colorado 80903

Attention: Robert W. Harris

Facsimile: 719-633-0278



with a copy to:



Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019-6064

Attention: Steven Simkin, Esq.

Facsimile: (212) 492-0073



and to:



The DeCaro Law Firm, PC

47 Aspen Court

Evergreen, CO 80439

Attention: Phillip S. DeCaro, Esq.

Facsimile: (303) 679-3327




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     (3) If to HP (to the extent HP shall be a Partner):


Homburg Participates B.V.

Beckeringhstraat 36

3762 EX Soest

Netherlands

Attention: Remco de Louwer

Facsimile: 011 3135609-1630



with a copy to:



Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019-6064

Attention: Steven Simkin, Esq.

Facsimile: (212) 492-0073




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



     (c) Governing Law. This Agreement, the rights and obligations of the parties hereto,
and any claims or disputes relating thereto shall be governed by and construed in accordance with
the laws of the State of Delaware (but not including the choice of law rules thereof).



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



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



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



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



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     (h) Construction. None of the provisions of this Agreement shall be for the benefit
of or enforceable by any creditor of the Company or any third party. No Partner shall be obligated
personally for any debt, obligation or liability of the Company solely by being a Partner of the
Company. Without the consent of all the Partners, the Company shall not do business in or
otherwise have contact with any jurisdiction other than Delaware and the Commonwealth in which the
Property is located if such would result in any Partner being obligated personally for any debt,
obligation or liability of the Company solely by reason of being a Partner of the Company and
exercising its rights under this Agreement and the Delaware Act.



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



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



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



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



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



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     (n) Tax Election. The Partners shall take all actions necessary to cause the Company
to be treated as a partnership for federal, state and, if applicable, local income tax purposes.



     (o) Intentionally Deleted.



     (p) Representations and Warranties.




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




     (1) Cedar LP is a [limited liability company] duly organized, validly existing
and in good standing under the laws of the State of Delaware.




     (2) The execution and delivery of this Agreement and all other documents,
instruments and agreements to be executed in connection with the transactions
contemplated by this Agreement (the “Transaction Documents”) have been duly and
validly authorized by all necessary actions of Cedar LP, and shall constitute the
legal, valid and binding obligations of Cedar LP enforceable against Cedar LP in
accordance with the terms hereof and thereof except as the enforcement thereof may
be limited by bankruptcy, insolvency, reorganization, liquidation, receivership,
moratorium or other similar laws related to or affecting the enforcement of
creditors’ rights generally or by general principles of equity, regardless of
whether such enforceability is considered in a proceeding in equity or at law.




     (3) No consent, waiver, approval or authorization of or notice to any other
Person (including any governmental entity) is required to be made, obtained or given
by Cedar LP in connection with the execution and delivery of this Agreement or any
other Transaction Document except for those which have been heretofore obtained.




     (4) Neither the execution or delivery of this Agreement nor any other
Transaction Document does or will, with or without the giving of notice, lapse of
time or both, (i) violate, conflict with or constitute a default under any term or
provision of (A) any agreement to which Cedar LP is a party or by which it is bound,
or (B) any judgment, decree, order, statute, injunction, rule or regulation of a
governmental entity applicable to Cedar LP, or by which it or its assets or
properties are bound, or (ii) result in the creation of any lien or encumbrance upon
Cedar LP or its assets.




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




     (1) Cedar GP is a limited liability company duly formed, validly existing and
in good standing under the laws of the State of Delaware.




     (2) The execution and delivery of this Agreement and all other Transaction
Documents have been duly and validly authorized by all necessary actions of Cedar
GP, and shall constitute the legal, valid and binding obligations of Cedar GP
enforceable against Cedar GP in accordance with the terms hereof



-46-









 







and thereof except as the enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, liquidation, receivership, moratorium or other similar
laws related to or affecting the enforcement of creditors’ rights generally or by
general principles of equity, regardless of whether such enforceability is
considered in a proceeding in equity or at law.




     (3) No consent, waiver, approval or authorization of or notice to any other
Person (including any governmental entity) is required to be made, obtained or given
by Cedar GP in connection with the execution and delivery of this Agreement or any
other Transaction Document except for those which have been heretofore obtained.




     (4) Neither the execution or delivery of this Agreement nor any other
Transaction Document does or will, with or without the giving of notice, lapse of
time or both, (i) violate, conflict with or constitute a default under any term or
provision of (A) any agreement to which Cedar GP is a party or by which it is
bound, or (B) any judgment, decree, order, statute, injunction, rule or regulation
of a governmental entity applicable to Cedar GP, or by which it or its assets or
properties are bound, or (ii) result in the creation of any lien or encumbrance upon
Cedar GP or its assets.




     (iii) HHUS represents and warrants and covenants as follows:




     (1) HHUS is a corporation duly organized, validly existing and in good standing
under the laws of the State of Colorado.




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




     (3) No consent, waiver, approval or authorization of or notice to any other
Person (including any governmental entity) is required to be made, obtained or given
by HHUS in connection with the execution and delivery of this Agreement or any other
Transaction Document except for those which have been heretofore obtained.




     (4) Neither the execution or delivery of this Agreement nor any other
Transaction Document does or will, with or without the giving of notice, lapse of
time or both, (i) violate, conflict with or constitute a default under any term or
provision of (A) any agreement to which HHUS is a party or by which it is bound, or
(B) any judgment, decree, order, statute, injunction, rule or regulation of a



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governmental entity applicable to HHUS or by which HHUS or its assets or
properties are bound, or (ii) result in the creation of any lien or encumbrance upon
HHUS or its assets.




     (5) HHUS is a wholly owned indirect subsidiary of Homburg Invest, Inc., a
Canadian corporation.




     (iv) If HP shall be admitted to the Company (if applicable), HP represents and warrants
and covenants as follows:




     (1) HP is a Delaware limited partnership, duly organized, validly existing and
in good standing under the laws of the State of Delaware.




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




     (3) No consent, waiver, approval or authorization of or notice to any other
Person (including any governmental entity) is required to be made, obtained or given
by HP in connection with the execution and delivery of this Agreement or any other
Transaction Document except for those which have been heretofore obtained.




     (4) Neither the execution or delivery of this Agreement nor any other
Transaction Document does or will, with or without the giving of notice, lapse of
time or both, (i) violate, conflict with or constitute a default under any term or
provision of (A) any agreement to which HP is a party or by which it is bound, or
(B) any judgment, decree, order, statute, injunction, rule or regulation of a
governmental entity applicable to HP or by which HP or its assets or properties are
bound, or (ii) result in the creation of any lien or encumbrance upon HP or its
assets.




     (5) The general partner of HP is Homburg Participates B.V. or an entity
Controlled by Homburg Participates B.V.



     (q) Limitation of Liability. Notwithstanding anything to the contrary contained in
this Agreement, but subject to the terms of the immediately succeeding sentence, no recourse shall
be had for the payment of any loans or other payments due or for any other claim under this
Agreement or based on the failure of performance or observance of any of the terms and conditions
of this Agreement against any Partner (for the avoidance of doubt, including the General Partner),
any Affiliate of any Partner, or any principal, partner, partner, manager,



-48-









 







shareholder, controlling person, officer, director, agent or employee of any of the aforesaid
Persons or any of their respective assets other than such Partner’s interest in the Company or
assets of the Company to which such Partner is entitled under any rule of law, statute or
constitution, or by the enforcement of any assessment or penalty, or otherwise, nor shall any of
such Persons be personally liable for any contributions, loans, payments or claims, or personally
liable for any deficiency judgment based thereon or with respect thereto, it being expressly
understood that the sole remedies of the Company or any other Partner with respect to such amounts
and claims shall be against such interest in the Company and the assets of the Company to which
such Partner is entitled and as otherwise expressly set forth in this Agreement, and that all such
liability of the aforesaid Persons, except as expressly provided in this Section 12.17, is
expressly waived and released as a condition of, and as consideration for, the execution of this
Agreement and the admission of each Partner to the Company. Notwithstanding the terms of the
immediately preceding sentence, nothing contained in this Agreement (including, without limitation,
the provisions of this Section 12.17), (i) shall constitute a waiver of any obligation of a Partner
under this Agreement, (ii) shall be taken to prevent recourse to and the enforcement against such
Partner’s Company Interest and the assets of the Company to which such Partner is entitled for all
of the respective liabilities, obligations, and undertakings of the aforesaid Persons contained in
this Agreement, (iii) shall be taken to limit or restrict any action or proceeding against any of
the aforesaid Persons which does not seek damages or a money judgment or does not seek to compel
payment of money (or the performance of obligations which would require the payment of money) by
any of the aforesaid Persons, or (iv) shall constitute a waiver of any contractual obligations of
any of the aforesaid Persons pursuant to contracts and agreement between any such Person and the
Company.



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



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



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



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




     (i) that this Agreement is unmodified and in full force and effect (or if there have
been modifications, that the Agreement is in full force and effect as modified and stating
the modifications);



-49-









 






     (ii) stating whether or not to the best knowledge of such certifying Partner (i) the
requesting Partner in the Company is in default in keeping, observing or performing any of
the terms contained in this Agreement and, if in default, specifying each such default
(limited to those defaults of which the certifying Partner has knowledge), and (ii) there
has occurred an event that with the passage of time or the giving of notice, or both, would
ripen into a default hereunder on the part of the requesting Partner (limited to those
events of which the certifying Partner has knowledge); and




     (iii) to the best of the knowledge and belief of the Partner making such statement,
with respect to any other matters as may be reasonably requested by the requesting Partner.



     Such statement may be relied upon by the requesting Partner and any other Person for whom such
statement is requested, but no such statement shall operate as a waiver as to any default or other
matter as to which the Partner executing it did not have actual knowledge.



     (v) Waiver of Partition. Except as otherwise expressly provided for in this
Agreement, no Partner shall, either directly or indirectly, take any action to require partition or
appraisement of the Company or any of its assets or properties or cause the sale of any Company
assets or property, and notwithstanding any provisions of applicable law to the contrary, each
Partner (for itself and its legal representatives, successors and assigns) hereby irrevocably
waives any and all right to partition, or to maintain any action for partition, or to compel any
sale with respect to its interest in, or with respect to, any assets or properties of the Company,
except as expressly provided in this Agreement.



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



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



     (y) Dollar Amounts. All references in this Agreement to dollar amounts shall be to
U.S. Dollars.



[signature page follows]




-50-









 








     IN WITNESS WHEREOF, the parties hereto have duly executed this Limited partnership agreement
as of the day and year first above written.



	 	 	 	 	 
	 	HOMBURG HOLDINGS (U.S.) INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[NEW “CEDAR GP” ENTITY TO BE FORMED BY

CEDAR SHOPPING CENTERS PARTNERSHIP, L.P.]




[NEW “CEDAR LP” ENTITY TO BE FORMED

BY CEDAR SHOPPING CENTERS PARTNERSHIP, L.P.]





-51-









 








EXHIBIT A




IRR CALCULATION





     This Exhibit describes the internal rate of return calculation contemplated by the limited
partnership agreement (the “Agreement”) to which this Exhibit is attached and of which this Exhibit
forms a part. Except as otherwise indicated in this Exhibit, each capitalized term used herein
shall have the meaning given to the same elsewhere in the Agreement.



     Section 1 CERTAIN DEFINITIONS.


(i) “Contributions” means the sum of all contributions made or deemed made under the Agreement by a
Partner to the Company (as described in Section 2.1 of the Agreement) on or after Time 0. If an
escrow is used, Contributions shall be deemed made on the date deposited into escrow.



(ii) “Distributions” to a Partner means all distributions made or deemed made to such Partner under
Section 4.2 and 4.3 and subsection 10.2(c) of the Agreement on or after Time 0.



(iii) “IRR Rate” means the “9.25% IRR Rate” or the “10.5% IRR Rate,” as applicable. “9.25% IRR
Rate” means 9.25% per annum and “10.5% IRR Rate” means 10.5% per annum.



(iv) “Time 0” means the date of the Agreement.




     Section 2 ASSUMPTIONS.



     For the purpose of performing the future value calculations described in this Exhibit:




     (i) Periods. All calculations shall be based on calendar month periods (each,
a “Calendar Month”), the first of which shall be the calendar month in which Time 0 occurs.




     (ii) Distributions. All Distributions will be considered to have been made at
the end of the Calendar Month in which they were actually made; and each Distribution in a
particular Calendar Month will be increased by an amount equal to the interest accruing on
such Distribution at the applicable IRR Rate, for the period commencing on the date such
Distribution is actually made through the last day of the Calendar Month in which the same
is made.




     (iii) Contributions. All Contributions will be considered to have been made at
the end of the Calendar Month in which they were actually made; and each Contribution will
be increased by an amount equal to the interest accruing on such Contribution at the
applicable IRR Rate, for the period commencing on the date such Contribution is actually
made through the last day of the Calendar Month in which the same is made.



A-1









 





     SECTION 3 DEFINITION AND CALCULATION OF IRR DEFICIENCY.



     With respect to the applicable IRR Rate, the “IRR Deficiency” as of any particular date means
the amount by which (1) the future value as of such date at such IRR Rate of all Contributions made
on or before such date (which shall include both such Contributions themselves and a monthly
compounded return on such Contributions using the applicable IRR Rate), exceeds (2) the future
value (as of such date) at the applicable IRR Rate of all Distributions (excluding, however, any
Distribution to be made on such date with respect to which such calculation is being made) made on
or before such date (which shall include both such Distributions themselves and a monthly
compounded return on such Distributions using the applicable IRR Rate). Accordingly, (i) the
“9.25% IRR Deficiency” is the IRR Deficiency using the 9.25% IRR Rate and (ii) the “10.5% IRR
Deficiency” is the IRR Deficiency using the 10.5% IRR Rate. An example of this calculation is
attached hereto as Schedule 1.



A-2









 





SCHEDULE 1




SAMPLE IRR DEFICIENCY CALCULATION





 









 








EXHIBIT B




PROPERTY DESCRIPTION




B-1









 





EXHIBIT C




FORM OF PROPERTY MANAGEMENT AGREEMENT




EXHIBIT C-2




LIMITED PARTNERSHIP AGREEMENT

OF

[                    ], LP1




          This LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of
[___], LP (the “Partnership”) is made and entered into to be
effective for all purposes as of the date of conversion of the Partnership from being a limited
liability company to being a limited partnership on [___], 2007 by
[___] GP, LLC, a Delaware limited liability company (“Cedar
GP”), as the sole general partner (“General Partner”), [INSERT APPROPRIATE WHOLLY OWNED
CEDAR ENTITY] (“Cedar LP”), as the sole limited partner, and such other persons as may from
time to time be admitted as partners of the Partnership in accordance with the terms of this
Agreement and the Delaware Act (as that term is hereinafter defined). As used in this Agreement,
the term “Partner” (whether one or more) shall mean Cedar GP, Cedar LP and any other
persons or entities admitted as a partner of the Partnership in accordance with this Agreement and
the Delaware Act (so long as they are partners of the Partnership), each in their capacity as a
partner of the Partnership.




R E C I T A L S:




          WHEREAS, the Partnership was formed as a limited liability company pursuant to the Delaware
Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., by the filing of a Certificate of
Formation for the Partnership with the Secretary of State of Delaware on [___],
[___] (the “Certificate of Formation”);




          WHEREAS, Cedar LP and Cedar GP, as the sole members of the Partnership, elected to convert the
Partnership from being a limited liability company to being a limited partnership under the
Delaware Limited Liability Company Act (6 Del. C. §§ 18-100 et seq.) and the Revised Uniform
Limited Partnership Act of the State of Delaware (6 Del. C. §§17-101 et seq., as amended from time
to time, the “Delaware Act”) with Cedar LP becoming the sole limited partner with a 99%
Percentage Interest (as that term is defined below) and Cedar GP becoming the sole general partner
with a 1% Percentage Interest, and caused a certificate of conversion (the “Certificate of
Conversion”) and a certificate of limited partnership (the






 




			
	1	 	Each Limited Partnership Agreement shall be
revised, as necessary, to (a) incorporate different Single Purpose Entity and
related requirements of each specific Lender and/or (b) delete references in
the Recitals, Section 1, Section 2 and elsewhere throughout the Agreement to
the Limited Partnership as having been converted from a limited liability
company.




 









 









“Certificate of Limited Partnership”) for the Partnership to be filed with the
Delaware Secretary of State on [___], 2007 to effect such conversion.




          NOW, THEREFORE, the undersigned hereby adopts the following as its “limited partnership
agreement” (as that term is used in the Delaware Act):




     56. Organization and Background.



          (a) The Partnership was originally organized on or about [___] as a [Delaware]
limited liability company under the name “[___], LLC” (the “Prior Entity”). On or about
[___], 2007, the Partners caused to be filed a Certificate of Limited Partnership
with the Office of the Delaware Secretary of State.




          (b) By the execution of this Agreement and in accordance with the Delaware Act, the Partners
are providing for the conversion of the Prior Entity from a limited liability company in which the
Cedar LP held a 99% interest and Cedar GP held a 1% interest to a limited partnership under the
Delaware Act, with (a) continuation of the business previously carried on by such Prior Entity
(which shall not be required nor shall it wind up its affairs) and (b) no change in proportionate
ownership interests or property rights of the principals resulting from the conversion. The
separate existence of the Prior Entity shall cease, and the Partnership shall hereafter conduct its
business under the name “[___], LP.”




          (c) All of the rights, privileges and powers of the Prior Entity, and all property (real,
personal and mixed), all franchises, all claims and debts due to the Prior Entity, as well as all
other things and causes of action belong to the Prior Entity shall remain vested in the Partnership
and shall be the property of the Partnership without further act or deed, and the title to any real
property vested by deed or otherwise in the Prior Entity shall not revert or be in any way impaired
by the conversion. All rights of creditors and all liens upon any property of the Prior Entity
shall be preserved unimpaired, and all debts, liabilities, obligations and duties of the Prior
Entity shall remain attached to the Partnership and may be enforced against it to the same extent
as if said debts, liabilities, obligations and duties had originally been incurred or contracted by
it in its capacity as the Partnership. The rights, privileges, powers and interests in property of
the Prior Entity, as well as the debts, liabilities and duties of the Prior Entity, shall not be
deemed, as a consequence of the conversion, to have been transferred to the Partnership.




     57. Conversion. The Certificate of Conversion and the Certificate of Limited
Partnership, the conversion of the Partnership from a limited liability company to a limited
partnership under the Delaware Act and the Delaware Limited Liability Company Act, and all actions
taken by Cedar LP, as the authorized person within the meaning of the Delaware Act, who executed
and filed the Certificate of Conversion and the Certificate of Limited Partnership, are hereby
adopted and ratified. The affairs of the Partnership and the conduct of its business shall be
governed by the terms and subject to the conditions set forth in this Agreement, as amended from
time to time. The General Partner is hereby authorized and directed to file any necessary
amendments to the Certificate of Conversion and the Certificate of Limited Partnership of the
Partnership in the office of the Secretary of State of the State of Delaware and



 









 







such other documents as may be required or appropriate under the Delaware Act or the laws of
any other jurisdiction in which the Partnership may conduct business or own property.



     58. Name and Principal Place of Business. The name of the Partnership is
[___], LP. The General Partner may change the name of the
Partnership or adopt such trade or fictitious names for use by the Partnership as the General
Partner may from time to time determine. All business of the Partnership shall be conducted under
such names and title to all assets or property owned by the Partnership shall be held in such
names. The principal place of business and office of the Partnership shall be c/o Cedar Shopping
Centers Partnership, L.P., 44 South Bayles Avenue, Suite 304, Port Washington, New York 11050, or
at such other place or places as the Partner may from time to time designate.



     59. Registered Agent and Registered Office. The name of the Partnership’s registered
agent for service of process shall be Corporation Service Company, and the address of the
Partnership’s registered agent and the address of the Partnership’s registered office in the State
of Delaware shall be 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808. The registered
agent and the registered office of the Partnership may be changed from time to time by the Partner.



     60. Term. The term of the Partnership shall be deemed to have commenced on the filing
of the Certificate of Limited Partnership of the Partnership as a limited partnership and shall
continue until December 31, 2050, unless sooner terminated or further extended pursuant to the
provisions of this Agreement by the Partner. The existence of the Partnership as a separate legal
entity shall continue until cancellation of the Certificate of Limited Partnership as provided in
the Delaware Act.



     61. Purpose. The purpose and business of the Partnership shall be to (i) acquire and
own, operate, develop, re-develop, finance, re-finance, lease, manage, sell and otherwise deal with
the property known as the [___], located in
[___], such property to include the personal property used or useable in
connection with the operation of such property (collectively, the “Property”), and
(ii) engage in any activity and take any action which limited partnerships may take that is
incidental, necessary or appropriate to accomplish the foregoing.



     62. Partners.



          (a) Cedar GP, whose address is set forth opposite its name in the signature page of this
Agreement, is the sole general partner of the Partnership with a 1% interest in the profits and
losses of the Partnership (its “Percentage Interest”) and shall be shown as such on the
books and records of the Partnership and Cedar LP, whose address is set forth opposite its name in
the signature page of this Agreement, is the sole limited partner of the Partnership with a 99%
Percentage Interest and shall be shown as such on the books and records of the Partnership. Each of
Cedar LP and Cedar GP were admitted to the Partnership as partners upon its execution of a
counterpart signature page to this Agreement. Except as expressly permitted by this Agreement, no
other person shall be admitted as a partner of the Partnership, and no additional interest in the
Partnership shall be issued, without the approval of the Partners.




 









 








          (b) Notwithstanding any other provision of this Agreement, the Bankruptcy of a Partner shall
not cause the Partner to cease to be a partner of the Partnership and upon the occurrence of such
an event, the business of the Partnership shall continue without dissolution. For purposes of this
Section 7, “Bankruptcy” means, with respect to any person, or entity, if such person or entity (i)
makes an assignment for the benefit of creditors, (ii) files a voluntary petition in bankruptcy,
(iii) is adjudged bankrupt or insolvent, or has entered against it an order for relief, in any
bankruptcy or insolvency proceedings, (iv) files a petition or answer seeking for itself any
reorganization, arrangement, composition, readjustment, liquidation or similar relief under any
statute, law or regulation, (v) files an answer or other pleading admitting or failing to contest
the material allegations of a petition filed against it in any proceeding of this nature, (vi)
seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the
person or entity or of all or any substantial part of its properties, or (vii) if 120 days after
the commencement of any proceeding against the person or entity seeking reorganization,
arrangement, composition, readjustment, liquidation or similar relief under any statute, law or
regulation, if the proceeding has not been dismissed, or if within 90 days after the appointment
without such person’s or entity’s consent or acquiescence of a trustee, receiver or liquidator of
such person or entity or of all or any substantial part of its properties, the appointment is not
vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not
vacated. The foregoing definition of “Bankruptcy” is intended to replace and shall supersede and
replace any definition of “Bankruptcy” set forth in the Delaware Act.




     63. Management. In accordance with Section 17-403 of the Delaware Act, management of
the Partnership shall be vested in the General Partner. The General Partner shall have the power
to do any and all acts necessary, convenient or incidental to or for the furtherance of the
purposes described herein, including all powers, statutory or otherwise, possessed by partners of a
limited partnership under the laws of the State of Delaware. The General Partner has the authority
to bind the Partnership. Notwithstanding anything to the contrary contained herein, the provisions
of this Section 8 are subject to the provisions contained in Section 21 hereof.



     64. Officers. The General Partner may, from time to time as it deems advisable,
appoint officers of the Partnership (the “Officers”) and assign in writing titles
(including, without limitation, President, Vice President, Secretary, and Treasurer) to any such
person. Unless the General Partner decides otherwise, if the title is one commonly used for
officers of a business corporation formed under the General Corporation Law of the State of
Delaware, the assignment of such title shall constitute the delegation to such person of the
authorities and duties that are normally associated with that office. Any delegation pursuant to
this Section 9 may be revoked at any time by the General Partner. In accordance with the
foregoing, the Partner hereby appoints Leo S. Ullman as President, Brenda J. Walker as Vice
President and Stuart H. Widowski as Secretary.



     65. Initial Capital Contribution. The capital contribution made by Cedar LP consists
of the capital contribution that it made upon the formation of the Partnership as a limited
liability company and any subsequent capital contributions made by it. Upon the conversion of the
Partnership to limited partnership form, Cedar LP assigned to Cedar GP one percent (1%) of its
interests in the Partnership.



 









 





     66. Additional Capital Contributions. The Partners are not required to contribute any
additional capital to the Partnership other than the initial contributions heretofore made. The
Partners will not have any obligation to restore any negative or deficit balance in their capital
account, including any negative or deficit balance in its capital account upon liquidation and
dissolution of the Partnership. Any additional funds required by the Partnership to meet its cash
requirements shall, to the extent possible, be provided by Company borrowings from third parties,
upon such terms and conditions as determined appropriate by the approval of the General Partner;
provided, however, that in lieu of causing the Partnership to borrow from third parties, the
General Partner may from time to time make additional capital contributions to the Partnership.



     67. Tax Matters. The undersigned intend for the Partnership to be treated as a
partnership for federal income tax purposes if the Partnership has two or more partners, and
otherwise as an entity that is disregarded as an entity separate from its owner for federal income
tax purposes pursuant to Treasury Regulation Section 301.7701-3. The General Partner is appointed
as the Tax Matters Partner as such term is defined in Section 6231(a)(7) of the Internal Revenue
Code.



     68. Distributions. The Partnership shall, as soon as reasonably practical, make
monthly distributions and biannual adjusting distributions of the Partnership’s net cash flow
available for distribution, including distributions of net cash flow from operations, net proceeds
of any interim capital transaction and net proceeds available upon dissolution and winding up of
the Partnership (such net cash flow, net proceeds from interim capital transactions and net
proceeds upon dissolution and winding up of the Partnership being herein sometimes referred to as
the “Distributable Cash”) (in each case after establishment of appropriate and reasonable
reserves) to the Partners in proportion to their respective Percentage Interests. Notwithstanding
any provision to the contrary contained in this Agreement, the Partnership, or any partner on
behalf of the Partnership, shall not be required to make a distribution to the Partners on account
of its interest in the Partnership if such distribution would violate the Delaware Act or any other
applicable law.



69. Dissolution and Termination.




          (a) The Partnership shall be dissolved and its business wound up upon the earliest to occur of
any of the following events:





     (i) The expiration of the term of the Partnership;




     (ii) The sale of all or substantially all of the Partnership’s assets.




     (iii) The termination of the legal existence of the general partner of the
Partnership or the withdrawal of the general partner, or at such time as there are
no limited partners, unless the business of the Partnership is continued in a manner
permitted by this Agreement or Section 17-801 or other applicable provisions of the
Delaware Act; or




     (iv) The entry of a decree of judicial dissolution under Section 17-802 of the
Delaware Act.



 









 




Upon the occurrence of any event that causes the general partner or the last remaining limited
partner of the Partnership to cease to be a partner of the Partnership, to the fullest extent
permitted by law, the successor to or personal representative of such partner is hereby authorized
to, and shall, within 90 days after the occurrence of the event that terminated the continued
partnership of such partner in the Partnership, agree in writing (i) to continue the Partnership
and (ii) to the admission of the successor or personal representative or its nominee or designee,
as the case may be, as a substitute partner of the Partnership, effective as of the occurrence of
the event that terminated the continued partnership of the general partner or the last remaining
limited partner of the Partnership.




          (b) The Partnership shall not dissolve, liquidate or terminate upon the death, Bankruptcy,
insolvency, dissolution, liquidation, termination, resignation, or removal of a Partner.




          (c) Upon dissolution, the Partnership’s business shall be liquidated in an orderly manner.
The General Partner shall act as the liquidating trustee to wind up the business of the Partnership
pursuant to this Agreement. If there shall be no remaining General Partner, the
successor-in-interest of the General Partner may approve one or more liquidating trustees to act as
the liquidator in carrying out such liquidation. In performing its duties, the liquidator is
authorized to sell, distribute, exchange or otherwise dispose of the assets of the Partnership in
accordance with the Delaware Act and in any reasonable manner that the liquidator shall determine
to be in the best interest of the General Partner or its successors-in-interest.




          (d) In the event it becomes necessary in connection with the liquidation of the Partnership to
make a distribution of property in kind, such property shall be transferred and conveyed to the
Partners pro rata to their Percentage Interests.




          (e) The Partnership shall terminate when (i) all of the assets of the Partnership, after
payment of or due provision for all debts, liabilities and obligations of the Partnership, shall
have been distributed to the Partners in the manner provided for in this Agreement and (ii) the
Certificate of Limited Partnership of the Partnership shall have been canceled in the manner
required by the Delaware Act.




     70. Indemnification. The Partners shall not be liable to the Partnership for monetary
damages for any losses, claims, damages or liabilities arising from any act or omission performed
or omitted by it arising out of or in connection with this Agreement or the Partnership’s business
or affairs, except for any such loss, claim, damage or liability primarily attributable to such
Partner’s fraud, gross negligence or willful misconduct. The Partnership shall, to the fullest
extent permitted by applicable law, indemnify, defend and hold harmless the Partners against any
losses, claims damages or liabilities to which the Partners may become subject in connection with
any matter arising out of or in connection with this Agreement or the Partnership’s business or
affairs, except for any such loss, claim, damage or liability primarily attributable to such
Partner’s fraud, gross negligence or willful misconduct. If any Partner becomes involved in any
capacity in any action, proceeding or investigation in connection with any matter arising out of or
in connection with this Agreement or the Partnership’s business or affairs, the Partnership shall
reimburse such Partner for its reasonable legal fees and other reasonable out-of-pocket expenses
(including the cost of any investigation and preparation) as



 









 







they are incurred in connection therewith, provided that such Partner shall promptly repay to
the Partnership the amount of any such reimbursed expenses paid to it if it shall ultimately be
determined that such Partner was not entitled to be indemnified by the Partnership in connection
with such action, proceeding or investigation. If for any reason (other than the fraud, gross
negligence or willful misconduct of a Partner) the foregoing indemnification is unavailable to any
Partner, or insufficient to hold it harmless, then the Partnership shall contribute to the amount
paid or payable by such Partner as a result of such loss, claim, damage, liability or expense in
such proportion as is appropriate to reflect the relative benefits received by the Partnership on
the one hand and the Partner on the other hand or, if such allocation is not permitted by
applicable law, to reflect not only the relative benefits referred to above but also any other
relevant equitable considerations. The provisions of this Paragraph 14 shall survive for a period
of four (4) years from the date of dissolution of the Partnership; provided that if at the end of
such period there are any actions, proceedings or investigations then pending, a Partner may so
notify the Partnership (which notice shall include a brief description of each such action,
proceeding or investigation and the liabilities asserted therein) and the provisions of this
Paragraph 14 shall survive with respect to each such action, proceeding or investigation set forth
in such notice (or any related action, proceeding or investigation based upon the same or similar
claim) until such date that such action, proceeding or investigation is finally resolved, and the
obligations of the Partnership under this 14 shall be satisfied solely out of Company assets.
Notwithstanding anything to the contrary contained in this Agreement, the obligations of the
Partnership or the Partners under this Paragraph 14 shall (i) be in addition to any liability which
the Partnership or the Partners may otherwise have and (ii) inure to the benefit of the Partners,
its affiliates and their respective partners, directors, officers, employees, agents and affiliates
and any successors, assigns, heirs and personal representatives of such persons. Notwithstanding
the foregoing and for so long as the Loan (as hereinafter defined) shall be outstanding, any
obligations of the Partnership to indemnify any Partner are hereby fully subordinated to the
Partnership’s obligations respecting the Loan and shall not constitute a claim against the
Partnership in the event that cash flow in excess of amounts required to pay holders of any debt
evidenced by the Loan is insufficient to pay such obligations.



     71. Liability of the Partner. Except as otherwise expressly provided in the Delaware
Act, the debts, obligations and liabilities of the Partnership, whether arising in contract, tort
or otherwise, shall be solely the debts, obligations and liabilities of the Partnership, and the
Partners shall not be obligated personally for any such debt, obligation or liability of the
Partnership solely by reason of being the partner. Except as otherwise expressly provided in the
Delaware Act, the liability of the Partners shall be limited to the amount of capital
contributions, if any, required to be made by the Partner in accordance with the provisions of this
Agreement, but only when and to the extent the same shall become due pursuant to the provisions of
this Agreement.



     72. Waiver of Partition and Nature of Interest in the Partnership. To the fullest
extent permitted by law, the Partners hereby irrevocably waive any right or power that a Partner
might have to cause the Partnership or any of its assets to be partitioned, to cause the
appointment of a receiver for all or any portion of the assets of the Partnership, to compel any
sale of all or any portion of the assets of the Partnership pursuant to any applicable law, or to
file a complaint or to institute any proceeding at law or in equity to cause the termination,
dissolution



 









 







and liquidation of the Partnership. The Partners shall not have any interest in any specific
assets of the Partnership.



     73. Books Records. Accounting and Reports. The Partnership shall maintain, or cause
to be maintained, in a manner customary and consistent with good accounting principles, practices
and procedures, a comprehensive system of office records, books and accounts (which records, books
and accounts shall be and remain the property of the Partnership) in which shall be entered fully
and accurately each and every financial transaction with respect to the ownership and operation of
the property of the Partnership. Such books and records of account shall be prepared and
maintained at the principal place of business of the Partnership or such other place or places as
may from time to time be determined by the Partner. The Partners or their duly authorized
representative shall have the right to inspect, examine and copy such books and records of account
at the Partnership’s office during reasonable business hours. A reasonable charge for copying
books and records may be charged by the Partnership. The books of the Partnership shall be
adjusted quarterly to the accrual basis in accordance with generally accepted accounting practices
and principles. The Partnership shall report its operations for tax purposes on the accrual
method. The fiscal year of the Partnership shall end on December 31 of each year, unless the
Partners elect to use a different fiscal year permitted under the Code.



     74. The Partnership Accountant. The Partnership shall retain as the regular
accountant and auditor for the Partnership (the “Partnership Accountant”) a
nationally-recognized accounting firm designated by the General Partner. The fees and expenses of
the Partnership Accountant shall be a Company expense.



75. Miscellaneous.




          (a) Further Assurances. The Partners shall execute, acknowledge, deliver, file,
record and publish such further instruments and documents, and do all such other acts and things as
may be required by law, or as may be required to carry out the intent and purposes of this
Agreement.




          (b) Successors and Assigns. This Agreement shall be binding upon the Partners and
their respective executors, administrators, legal representatives, heirs, successors and assigns.




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




          (d) Governing Law. This Agreement shall be governed by and construed under the laws of
the State of Delaware (without regard to conflict of laws principles), all rights and remedies
being governed by said laws.




     76. Special Loan Provisions.



 









 





          (a) SPE Requirements. For so long as that certain mortgage loan made by KeyBank
National Association (the “Lender”) to the Partnership (the “Loan”) shall remain
outstanding, the Partnership shall:





	 	(i)	 	Maintain its books and records separate from any other person or
entity;
	 
	 	(ii)	 	Maintain its bank accounts separate from any
other person or entity;
	 
	 	(iii)	 	Not commingle assets with those of any other
entity and shall hold all of its assets in its own name;
	 
	 	(iv)	 	Conduct its own business in its own name;
	 
	 	(v)	 	Pay its own liabilities out of its own funds;
	 
	 	(vi)	 	Maintain an arm’s length relationship with its
affiliates;
	 
	 	(vii)	 	Pay the salaries of its own employees and
maintain a sufficient number of employees in light of its contemplated
business operations;
	 
	 	(viii)	 	Not guarantee or become obligated for the debts of any other entity
or hold out its credit as being available to satisfy the obligations of
others;
	 
	 	(ix)	 	Not acquire obligations or securities of its
Partners;
	 
	 	(x)	 	Use separate stationery, invoices and checks;
	 
	 	(xi)	 	Hold itself out as a separate entity;
	 
	 	(xii)	 	Correct any known misunderstanding regarding
its separate identity;
	 
	 	(xiii)	 	Maintain adequate capital in light of its contemplated business
operations;
	 
	 	(xiv)	 	Not identify itself as a division of any other person or entity;
	 
	 	(xv)	 	Not hold, form or acquire any subsidiaries;
	 
	 	(xvi)	 	Observe all limited partnership formalities;
	 
	 	(xvii)	 	File its tax returns separate from any other entity; and
	 
	 	(xviii)	 	Not incur, create, or assume any indebtedness or liabilities,
secured or unsecured, direct or contingent, other than (i) the Loan and
(ii) unsecured indebtedness that represents trade payables or accrued
expenses occurring in the normal course of business of owning and
operating the Property that is not evidenced by a promissory note





 









 





	 	 	 	and is due and payable within sixty (60) days after the date incurred
and which in no event exceeds two percent (2%) of the original
principal amount of the promissory note evidencing the Loan.





          (b) Bankruptcy Action. For so long as the Loan remains outstanding and not discharged
in full, notwithstanding any other provision of this Agreement, the Partnership shall not take any
Bankruptcy Action (as hereinafter defined) without the prior unanimous written consent of its
General Partner and the sole member of the SPE Component Entity (as hereinafter defined), including
the Independent Director (as hereinafter defined). As used herein, “Bankruptcy Action”
means the taking of any action to: consolidate or merge the Partnership with or into any Person, or
sell all or substantially all of the assets of the Partnership, or to institute proceedings to have
the Partnership be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy
or insolvency proceedings against the Partnership or file a petition seeking, or consent to,
reorganization or relief with respect to the Partnership under any applicable federal or state law
relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee,
sequestrator (or other similar official) of the Partnership or a substantial part of its property,
or make any assignment for the benefit of creditors of the Partnership, or admit in writing the
Partnership’s inability to pay its debts generally as they become due, or take action in
furtherance of any such action, or, to the fullest extent permitted by law, dissolve or liquidate
the Partnership.




          (c) SPE Component Entity. Notwithstanding any other provisions of this Agreement and
so long as the Loan remains outstanding and not discharged in full, without the consent of the sole
member of the SPE Component Entity, including the Independent Director, the Partnership shall not,
and the Partner shall have no authority to:





     (i) to the fullest extent permitted by law, dissolve, wind-up or liquidate the
Partnership;




     (ii) sell, encumber (except with respect to the Lender) or otherwise transfer
or dispose of all or substantially all of the properties of the Partnership except
to the extent not prohibited by the Loan Documents (as such concept is defined in
the Loan Documents); or




     (iii) merge, consolidate or acquire all or substantially all of the assets of
an Affiliate or other Person, except to the extent not prohibited by the Loan
Documents or as permitted pursuant to this Agreement with the consent of the Lender.


Notwithstanding the foregoing and so long as the Loan remains outstanding and not discharged in
full, the Partnership shall have no authority to take any action in items (i) through (iii) above
without the prior written consent of the Lender to the extent required under the terms of the Loan
Documents.




          (d) SPE Component Entity; Independent Director.




 









 









For so long as the Loan shall be outstanding, the general partner of the Partnership shall
be an “SPE Component Entity” which means a limited liability company (i) whose sole
asset is its general partnership interest in the Partnership and any other interests or
property related thereto, (ii) which has restrictions and requirements in its organizational
documents which are substantially similar to those contained in Section 21 (a)-(c) above,
and (iii) whose organizational documents provide that such limited liability company will
not engage in business or activity other than owning an interest in Partnership and all
other activities as may be necessary or advisable in connection therewith, and will not
acquire or own any assets other than its partnership interest in Partnership and any other
interests or property related thereto. Upon the withdrawal, dissolution or other event that
causes an SPE Component Entity to be disassociated from the Partnership, a new SPE Component
Entity meeting all the criteria described above shall be appointed and such SPE Component
Entity shall own at least a one percent interest in the Partnership and otherwise comply in
all material respects with the special purpose entity provisions set forth in the documents
or instruments evidencing and/or securing the Loan. The organizational documents of the SPE
Component Entity shall provide that at all times there shall be at least one duly appointed
Independent Director (as hereinafter defined) of the SPE Component Entity.



     For so long as the Loan shall remain outstanding, the Partners shall not amend this Section 21
without the prior consent of the Lender.



     77. Non-Compliance. Failure of the Partnership, or the Partners on behalf of the
Partnership, to comply with any of the foregoing covenants or any other covenants contained in this
Agreement shall not affect the status of the Partnership as a separate legal entity or the limited
liability of the Partners.



     78. Certain Terms. The following terms shall have the following meanings for the
purposes of this Agreement:


“Affiliate” of any Person means any other Person that, directly or indirectly through
one or more intermediaries, controls, is controlled by or is under common control with such Person.
The term “control” means the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of a Person, whether through the ownership of voting
securities, by contract or otherwise.



“Constituent Entity” means any person or entity which directly or indirectly through
one or more intermediaries controls a specified person or entity.



“Independent Director” means a natural person who has not been, and during the
continuation of his or her services as a director (“Fiduciary Representative”) of the
General Partner (i) except in the capacity as the Fiduciary Representative of the General Partner,
is not an employee, officer, director, shareholder, partner, manager, member, counsel, advisor,
accountant or agent of the General Partner, any Constituent Entity of the General Partner or any
Affiliate of the General Partner; (ii) is not a present or former customer or supplier of the
General Partner, any entity or any Affiliate of the General Partner, or other person or Constituent
Entity of the General Partner who derives or is entitled to derive any of its profits or revenues
or any payments (other than any


 









 






 fee paid to such person as compensation for such person to serve as Fiduciary Representative)
from the General Partner, any Constituent Entity of the General Partner, or any Affiliate of the
General Partner; (iii) is not (and is not affiliated with an entity that is) a present or former
accountant, advisor, attorney, consultant or counsel to the General Partner, any Constituent Entity
of the General Partner, or any Affiliate of the General Partner; (iv) is not a spouse, parent,
child, grandchild or sibling of, or otherwise related to (by blood or by law), any of (i), (ii), or
(iii) above; and (v) is not affiliated with a person or entity of which the General Partner, any
Constituent Entity of the General Partner, or any Affiliate of the General Partner is a present or
former customer or supplier. Notwithstanding the foregoing, (a) an entity or any of its employees
that provides or serves as, as applicable, a Fiduciary Representative as a service for a fee is not
prohibited under this paragraph from providing, or serving as, as the case may be, one or more
Fiduciary Representatives to a member, the General Partner, any Constituent Entity of the General
Partner, or any Affiliate of the General Partner, and (b) a person shall not be disqualified from
serving as an Independent Director solely by reason of such person being an Independent Director
(or similar capacity) of any Affiliate of a member which is a Single Purpose Entity. The
Independent Director shall be a “Manager” of the General Partner within the meaning of the Delaware
Limited Liability Company Act.



“Person” shall mean any individual or entity, and the heirs, executors,
administrators, legal representatives, successors and assigns of such Person where the context so
permits.




[Remainder of Page Intentionally Left Blank]




 









 







IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth
in the introductory paragraph hereof.




	 	 	 	 	 	 	 	 	 	 	 
	Address	 	 	 	Partner
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	General Partner:
	 
	 	 	 	 	 	 	 	 	 	 
	c/o Cedar Bay Realty Advisors, Inc.
44 South Bayles Avenue, Suite 304
Port Washington, New York 11050	 	 	 	[                    ] GP, LLC,


	 	 	 	 	By:	 	CEDAR SHOPPING CENTERS

PARTNERSHIP, L.P., sole member
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	CEDAR SHOPPING CENTERS, INC., 

general partner
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By:
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	Brenda J. Walker, Vice President
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Limited Partner:
	 
	 	 	 	 	 	 	 	 	 	 
	c/o Cedar Bay Realty Advisors, Inc.
44 South Bayles Avenue, Suite 304
Port Washington, New York 11050	 	 	 	[INSERT APPROPRIATE SIGNATURE BLOCK]






EXHIBIT D




PROPERTY MANAGEMENT AGREEMENT




[                                        ]




     THIS PROPERTY MANAGEMENT AGREEMENT (“Agreement”) made as of [___] ___, 2007 by
and between [___], LP, a Delaware limited partnership (“Owner”) and CEDAR SHOPPING
CENTERS PARTNERSHIP, L.P., a Delaware limited partnership (“Agent”).



BACKGROUND




     6. Owner is the owner of the land and improvements known as [___], located in
[___] (the “Property”).



     7. Owner desires to retain Agent as its exclusive agent for the purposes of leasing and
managing the Property on behalf of Owner and Agent is willing to act as agent for Owner with
respect to the Property on the terms and conditions of the Agreement as more fully set forth
herein.



 









 





     NOW THEREFORE, in consideration of the agreements and covenants herein contained, and
intending to be legally bound hereby, Owner and Agent agree as follows:



     79. Owner hereby employs Agent to manage and lease as the exclusive broker the property upon
the terms and conditions hereinafter set forth for an initial term of three (3) years from the date
hereof unless otherwise extended, renewed or terminated as hereinafter set forth.



     80. Agent agrees to perform the following:



     (a) Use its best efforts to lease or cause brokers or other agents to lease on behalf of Owner
all available space in the Property;



     (b) Diligently to collect rents, additional rents and all other sums due from tenants when due
and, where necessary or appropriate, and except as directed otherwise by Owner (in which event
Owner shall bear the administrative costs of relieving Agent of such duty or duties), take all such
actions as Agent shall deem necessary or advisable to enforce all rights and remedies of Owner
under the leases relating to the Property (the “Leases”) or to protect the interest of Owner,
including, without limitation, the preparation and delivery to tenants under the Leases (“Tenants”)
of all “late payment”, default, and other appropriate notices, requests, bills, demands, and
statements. Agent may retain counsel, collection agencies, and such other persons and firms as
Agent shall deem appropriate or advisable to enforce, after notification to Owner, by legal action
the rights and remedies of Owner against any Tenant default in the performance of its obligations
under a Lease. Agent shall promptly notify Owner of the progress of any such legal action;



     (c) To pay from the operating funds of the Property or such other funds as are provided by
Owner bills and expenses for the maintenance, repair and operation of the Property, provided,
however, that all expenditures in excess of $10,000 in any single transaction or more than $100,000
in the aggregate in any period of twelve (12) consecutive months shall be subject to Owner’s
approval unless such expenditure is included in the operating budget for the Property that has been
approved by Owner, and provided further that Agent shall notify Owner of any budget expenditures
cumulatively exceeding twenty percent (20%) of any approved annual budget;



     (d) To establish and maintain such books of account, records, and other documentation
pertaining to the operation and maintenance of the Property as are customarily maintained by
managing agents of properties similar in location and size to that of the Property. Agent shall
prepare or cause to be prepared and file all returns and other reports relating to the Property,
other than income tax returns and any reports or returns that may be required of any foreign owner
of U.S. real property, as may be required by any governmental authority or otherwise under this
Agreement. Agent shall periodically report to Owner on the general operations, occupancy, physical
condition, disbursements, delinquencies, uncollectible accounts, and other matters relating to the
Property. Agent shall prepare and forward to Owner a written report each month showing the receipts
and expenditures for such month, the receipts and expenditures year-to-date and the variations from
the agreed upon budget. These statements shall, upon Owner’s request, be accompanied by appropriate
documentation of all expenditures made by Agent under this Agreement. As soon as practicable after
the end of each calendar year



 









 







and after the expiration or termination of this Agreement, Agent shall use reasonable efforts
to prepare and deliver to Owner statements pertaining to the operation and maintenance of the
Property during the preceding calendar year. Agent shall prepare and submit to Owner for its
approval no later than December 1st of each calendar year (or such later date as the parties agree)
a proposed pro forma budget for all costs pertaining to the operation and maintenance of the
Property during the ensuing calendar year. Each such budget shall be substantially in the same form
as the approved budget in effect for the prior calendar year, shall set forth expenditures on an
annual and a monthly basis, and shall not, except for informational purposes, include estimates for
costs and expenses for which Owner will be reimbursed by Tenants under the Leases. Agent shall make
such reasonable modifications to each proposed pro forma budget it prepares in accordance with this
section until Owner shall have approved this budget in writing, which approval shall not be
unreasonably withheld or delayed. Such budget and revisions shall be deemed to be accepted and
approved by Owner unless specifically rejected or accepted within fifteen (15) business days of
submission;



     (e) To account for all advance deposits of Tenants;




     (f) To refund to Tenants from escrow accounts, funds of the Property or funds provided by
Owner, as appropriate, pro-rated rents, rebates, allowances, advance deposit refunds, and such
other amounts as are legally due Tenants;



     (g) To collect from Tenants all insurance policies, Tenant insurance certificates, or other
evidence of insurance required to be carried by Tenants;



     (h) Unless otherwise instructed by Owner, to secure for and on behalf of and at the expense of
Owner such insurance, including without limitation, employee dishonesty insurance, fire and
extended coverage property insurance, public liability insurance and workers’ compensation
insurance, as may be deemed by Owner (or any mortgagees) to be necessary or appropriate, in amounts
satisfactory to Owner and Agent and naming Owner and Agent as co-insureds and in form and substance
satisfactory to Owner, Agent and any mortgagees; provided, however, that if Agent promptly notifies
Owner of the insurance so secured on behalf of Owner, and promptly complies with Owner’s
instructions regarding such insurance, Owner releases and holds Agent harmless of and from any
claims, loss, damages and liability of any nature whatsoever based upon or in any way relating to
Agent’s securing or failure to secure any insurance, or any decision made by Agent with respect to
the amount or extent of coverage thereof or the company or companies issuing, brokering or
negotiating such insurance;



     (i) To respond to complaints and inquiries by Tenants, prospective tenants and others, and to
take such corrective actions as Agent deems appropriate;



     (j) To contract on behalf of and at the expense of Owner for such supplies and services in
reasonable quantities and at reasonable prices as may be appropriate with respect to the Property,
and to supervise and administer such contracts, including, without limitation, contracts for
mechanical maintenance (including preventative maintenance), window and facade maintenance and
cleaning, metal maintenance, pest control, trash removal, janitorial and maintenance supplies,
building security, public relations, collection and credit reporting, legal and accounting
services, computer services, architectural and engineering services, laundry



 









 







services, and janitorial or cleaning services. In so contracting, Agent may contract with
entities or persons affiliated with it, provided, however, that the rates and charges of the
affiliated entity or person are generally competitive and consistent with rates and charges by
non-affiliated entities and will obtain a minimum of two (2) competitive bids from non-affiliated
contractors respecting any contract exceeding Twenty Thousand Dollars ($20,000.00).
Notwithstanding anything to the contrary contained herein, Agent shall not enter into, amend or
modify any contract of the type described in this Section 2.10 without the prior approval of Owner
unless such contract (A) is either (x) contained within the then current operating budget for the
Property that has been approved by Owner pursuant to this Agreement or (y) terminable without
termination fee, premium or penalty by Owner upon not more than thirty (30) days notice and (B)
does not provide or allow for annual consideration payable thereunder in excess of $100,000;



     (k) Intentionally deleted;




     (l) At the expense of Owner in accordance with the approved budget, to provide through Agent’s
(or its affiliates’) employees or third party contractors, all work, labor and services necessary
or appropriate to operate, maintain and repair the Property, which employees may include, but are
not necessarily limited to, a building executive director or supervisor, building manager, leasing
specialist or leasing agent, secretarial and clerical staff, maintenance personnel, porters,
laborers, security staff and watchmen. All matters pertaining to the employment, contracting,
supervision, compensation, promotion and discharge of such employees or contractors shall be the
responsibility of Agent;



     (m) To supervise and coordinate the moving in and moving out of Tenants to accomplish
efficient and time saving use of personnel and elevators and maintain appropriate public relations
with Tenants and prospective tenants;



     (n) To prepare and file and/or cause to be prepared and filed necessary forms for insurance,
hospitalization, benefits, social security taxes, union dues and contributions and such other
forms, documents and returns as may be required by any governmental authority, a collective
bargaining agreement, or otherwise with respect to employees and contractors, if applicable, of
Agent at the Property;



     (o) To prepare and file or cause to be prepared and filed on behalf of Owner such applications
for permits, and/or licenses as may be required for the operation of the Property;



     (p) To prepare and, where appropriate, transmit payroll records, accounting reports, vacancy
and occupancy reports, delinquency reports, cash flow reports, and disbursement ledgers. Agent may
contract with others, including but not limited to entities or persons affiliated with it, or
provide its own personnel for the performance of accounting, bookkeeping and computer services in
connection with such preparation and transmittal, all without any additional charge to Owner;



     (q) To institute and prosecute on behalf of Owner such legal actions or proceedings as the
Agent deems appropriate; to collect sums due Owner; with Owner’s approval, to evict a Tenant,
former Tenant or occupant of the Property; to regain possession of the Property or any part
thereof; to contest any bill or charge asserted against or with respect to the Property; to



 









 







defend any administrative or legal action brought against Agent and/or Owner with respect to
the Property; with Owner’s approval, to commence litigation pertaining to any labor or employment
related dispute; to administratively process or litigate any tax related issue or other issues
relating to the Property; to appeal all such proceedings and lawsuits; and to settle or compromise
any claims, lawsuits, judgments and proceedings relating to the Property. Notwithstanding the
foregoing, Agent shall obtain the consent of Owner prior to (x) instituting or prosecuting on
behalf of Owner any legal actions or proceedings having a monetary value at stake equal to or
exceeding $100,000 or (y) settling or compromising any legal action or proceeding which would
result in an expenditure by or loss to Owner in excess of $20,000;



     (r) To maintain such bank or similar accounts on behalf of Owner as are necessary or
appropriate in the operation of the Property, including such reserve, investment, security, escrow
and other accounts;



     (s) To open and maintain accounts on behalf of Owner with such suppliers and vendors as are
necessary or appropriate for the efficient operation of the Property;



     (t) Subject to the approval by the Owner, to join and participate on Owner’s behalf in such
professional, trade or industry organizations and associations relating to shopping centers as is
necessary or appropriate with respect to the operation of the Property;



     (u) To notify Owner of any violations of any laws, orders, rules, or determinations of any
governmental authority or agency affecting the Property promptly after such violation or
determination is known to Agent and, subject to the other terms and provisions of this Agreement,
to propose to Owner and implement at Owner’s expense remedies of any such violations;



     (v) To notify Owner of any catastrophe or major loss or damage or other material adverse
change with respect to the Property, and to similarly notify all appropriate insurance authorities
of the same, promptly upon Agent’s knowledge thereof;



     (w) To supervise and arrange for all construction work performed on behalf of Owner at, in or
about the Property, provided, however, that Agent shall be paid a construction supervision fee in
the amount of five percent (5%) of the total construction costs incurred for such work performed
from and after the date hereof (the “Construction Fee”), provided further that no Construction Fee
shall be paid to Agent with respect to any tenant improvements described on Schedule 12
attached hereto;



     (x) Upon request of Owner, to provide or arrange for such engineering, architectural, design
or consulting services with respect to construction, rehabilitation or decorating work or proposed
construction, rehabilitation or decorating work at the Property, all such services to be paid for
by Owner;



     (y) To handle on behalf of Owner the submission to appropriate insurance officials of
insurance claims and the settlement thereof, provided however, that with respect to any proceeds





 




			
	2	 	Attach with respect to applicable properties only.




 









 









or reimbursements with respect to such claim which is in excess of Twenty Five Thousand
Dollars ($25,000), Agent shall be paid a processing fee, in addition to all other fees set forth
herein, in an amount equivalent to three percent (3%) of the amount received by Owner with respect
to that claim;




     (z) To prepare such reports, data, presentations, market surveys or other material as Owner
requests in connection with the sale, refinancing, disposition or master leasing of the Property;



     (aa) To institute at Owner’s expense, advertising, marketing and public relations campaigns
pertaining to the Property;



     (bb) To recommend to Owner, where Agent deems it appropriate, programs for the rehabilitation,
remodeling, repairs and marketing of the Property;



     (cc) To use commercially reasonable efforts, at Owner’s expense, to cause compliance with all
material terms and conditions contained in any mortgage, deed of trust or other security
instruments affecting the Property or any document governing the Loan described in Section 17 to
the extent the same have been delivered to Agent; and



     (dd) To perform such other services on behalf of Owner with respect to the Property
customarily performed by agents within the Property’s geographical area as shall be reasonably
requested from time to time by Owner. If Owner and Agent disagree as to which services are
customarily performed by agents as aforesaid, Agent shall not be required to perform such service
until resolution of such dispute, and such non-performance shall not be the basis of termination by
Owner of this Agreement.



     81. Owner expressly withholds from Agent any power or authority to make any structural changes
in any building or to make any other major alterations or additions in or to any such building or
equipment therein, or to incur any expense chargeable to Owner other than expenses related to
exercising the express powers above vested in Agent without the prior written direction of Owner
(or any party that Owner shall direct), except such emergency repairs as may be required because of
danger to life or property or which are immediately necessary for the preservation and safety of
the Property or the safety of the occupants thereof or are required to avoid the suspension of any
necessary service to the Property.



     (a) Agent agrees to remit promptly to the account designated by Owner, all receipts received
in the prior calendar month with respect to the Property in excess of budgeted operating expenses
and reserves.



     82. Owner shall, at all times, provide necessary funds to maintain and operate the Property as
efficiently as possible and in a first class manner in keeping with the standards of operations for
similarly situated shopping centers in the area. Owner shall advance such funds to Agent no later
than thirty (30) days after its receipt from Agent of notice of the necessity for such advance.
Owner agrees to provide any anticipated cash deficits thirty (30) days prior to its occurrence.



 









 





     83. Except as otherwise provided for herein, Owner shall pay to Agent a property management
fee in an amount equal to four percent (4%) of the gross receipts of the Property (the “Management
Fee”). This fee shall be payable in monthly installments from the operating accounts maintained
pursuant to Section 2.18 hereof. Gross receipts of the Property shall include all rents,
percentage rents, tenant charges, reimbursements from Tenants for common area maintenance charges,
insurance, utilities and real estate taxes and such other amounts as are collected from Tenants and
shall exclude the proceeds from any sale or refinancing of the Property or any portion thereof and
the proceeds of any settlements, insurance award (except as provided in Section 2.25) or
condemnation award. The Management Fee does not include payment for leasing services, which shall
be payable to Agent pursuant to Section 5.2 below.



     (a) To the extent that operating revenues of the Property are insufficient to pay the
Management Fee in full when due, and to the extent that Agent agrees in writing in advance to defer
receipt by it of any part of the Management Fee due it, the amount so deferred shall bear interest
at the rate of two (2) percentage points in excess of the “prime rate” or “base rate” from time to
time announced by Citibank, N.A., New York New York compounded monthly. Nothing herein contained,
however, shall be construed to obligate Agent to defer receipt by it of any Management Fee or other
fees whatsoever.



     (b) Agent or its affiliate shall be the leasing agent for the Property. Owner shall pay Agent
or its affiliate a leasing commission for each lease signed by a tenant and Owner at any time
between March 26, 2007 and the date this Agreement shall expire or sooner terminate (a “Leasing
Commission”) in an amount equal to five percent (5%) of the full base rent (regardless of how such
rent is denominated therein) payable under such lease during the entire primary term thereof,
provided that such fees shall not exceed 50% in the aggregate with respect to any such primary
term. In the event of a lease renewal, the Leasing Commission payable to Agent shall be in an
amount equal to two and one-half percent (2.5%) of the full base rent (regardless of how such rent
is denominated therein) payable thereunder during the entire renewal term of such lease, provided
that such fees shall not exceed 25% in the aggregate with respect to any such renewal term. The
full amount of any Leasing Commission due hereunder shall be payable to Agent or its affiliate upon
the payment by the tenant to Owner of the first month’s rent due under the applicable lease or
lease renewal. In addition, Owner shall reimburse Manager for the reasonable actual out-of pocket
costs of all advertising plans and promotional materials and all reasonable attorneys’ fees
incurred by Agent in connection with the leasing of any space at the Property. Notwithstanding the
foregoing, if one or more outside brokers were engaged by Owner and are entitled to receive a
leasing commission in connection with the procurement of (A) a new lease, then the Leasing
Commission payable to Agent hereunder with respect thereto shall be equal to the sum of (x) two and
one-half percent (2.5%) of the full base rent payable under such lease during the entire primary
term thereof plus (y) one-half of the difference between five percent (5%) of the full base rent
payable under such lease during the entire primary term thereof and the amount to be paid to the
outside broker pursuant to a written brokerage agreement or (B) the renewal of a lease, then the
Leasing Commission payable to Agent hereunder with respect thereto shall be equal to the sum of (x)
one and one-quarter percent (1.25%) of the full base rent payable under such lease during the
entire renewal term thereof plus (y) one-half of the difference between two and one-half percent
(2.5%) of the full base rent payable under such lease during the entire renewal term thereof and
the amount to be paid to the outside broker pursuant to a written brokerage agreement.



 









 





     (c) Upon the sale or transfer, directly or indirectly, of the Property by Owner by deed, or by
transfer of all of the partnership interests in Owner, Owner shall pay to Agent a disposition fee
(a “Disposition Fee”) equal to one-half of one percent (0.5%) of the gross sales price paid by the
purchaser of the Property; provided, however, that any Disposition Fee payable hereunder shall not
exceed $150,000. The Disposition Fee shall be deemed earned, and, therefore, shall be paid, as and
when title to the Property closes and without regard to whether one or more outside brokers were
engaged in connection with such sale or transfer. Notwithstanding the foregoing, for so long as
Agent or any of its affiliates shall be partners of Owner (Agent or such affiliated partner(s) in
their respective capacity as partners of Owner, being “Cedar Affiliated Partner(s)”), Agent shall
not be entitled to a Disposition Fee hereunder in the event of any transfer of interests in Owner
by and among any of the then existing partners of Owner or any sale or transfer by deed of the
Property to any of the then existing partners of Owner.



     (d) Upon any financing or refinancing by debt, sale and leaseback or other form of financing
with respect to the Property (other than in connection with (i) the Loan described in Section 17
below3, (ii) any company loan from any partner of Owner to Owner (and any third-party
loan for an amount less than $250,000 used to repay such company loan) and (iii) any trade payable
incurred in the ordinary course of business), Owner shall pay to Manager a financing fee (the
“Financing Fee”) equal to one-half of one percent (0.5%) of the original principal amount of the
Financing; provided, however, that any Financing Fee payable hereunder shall not exceed $50,000.
The Financing Fee shall be deemed earned, and, therefore, shall be paid, as and when the subject
financing closes and without regard to whether one or more outside brokers were engaged in
connection with such financing.



     84. Owner shall reimburse Agent for reasonable, actual out-of-pocket expenses including
telephone and facsimile charges, postage and express mail service and travel and food expenses
incurred by Agent in connection with Agent’s on site supervision of the Property by Agent’s
officers and personnel (evidenced by receipts submitted to Owner).



     85. The Agent, on behalf of Owner, shall engage Stuart H. Widowski, Esq., or his successor, as
legal counsel to provide legal services for Owner and the Property. Such services shall be provided
as required and at a rate of $200 per hour unless otherwise agreed to by Owner and Agent.



     86. In performing its obligations hereunder, Agent shall comply with all applicable federal,
state and local laws and regulations.



     87. The initial term of this Agreement shall be for a period of three (3) years from the date
hereof and this Agreement shall automatically renew from year to year thereafter unless and until
terminated by either party upon ninety (90) days’ prior written notice thereof. Notwithstanding
the foregoing, Owner shall be entitled to terminate this Agreement (with no additional
compensation) at any time upon fifteen (15) days’ prior written notice to Agent in the event of the
malfeasance or breach of this Agreement by Agent or upon the filing of a bankruptcy petition
against or by Agent. This Agreement shall terminate automatically if:





 




			
	3	 	Revise to the extent Agreement relates to the
Parkway Plaza or Stone Hedge properties.




 









 










          (i) all or substantially all of the Property is condemned or acquired by eminent domain; or




          (ii) all or substantially all of the Property is destroyed by fire or other casualty as a
result of which all or substantially all of the Tenants are unable to continue the normal conduct
of their business in their respective occupied spaces and are permanently released under their
respective leases from the payment of all rent thereunder; or




          (iii) all of the Property is sold to an unrelated, third-party purchaser; or




          (iv) unless otherwise agreed to in writing between Owner and Agent, upon (x) the transfer by
all of the Cedar Affiliated Partners of all of their respective partnership interests in Owner to
any other then existing partners of Owner or to any other unaffiliated persons or entities or (y)
the sale of the Property to any of the then existing partners of Owner.




     88. Owner shall pay or reimburse Agent for any monies due it under this Agreement for services
prior to termination, notwithstanding termination of this Agreement. All provisions of this
Agreement that require Owner to have insured or to defend, reimburse or indemnify Agent shall
survive any termination and, if Agent is or becomes involved in any proceeding or litigation by
reason of having been Owner’s Agent, such provisions shall apply as if this Agreement were still in
effect. Owner agrees that Agent may withhold funds for thirty (30) days after the end of the month
in which this Agreement is terminated to pay bills previously incurred but not yet invoiced, and to
close accounts.



     89. Owner agrees to release, indemnify, defend, and save the Agent, its officers and employees
harmless from and against all claims, disputes, losses, liabilities and suits (including but not
limited to all attorneys’ fees and litigation expenses and Agent’s costs in connection therewith)
in any way:



          1. relating to or arising in connection with the Property and/or damage to property and
injuries to or death of any employee, invitee or other person whomsoever, and/or Agent’s
performance of its duties hereunder;




          2. relating to any proceeding or suit involving an alleged violation by Owner of any law
applicable to the Property or operations thereof; and




          3. relating to obligations assumed by Agent, its officers or employees in connection with any
financing or refinancing entered into in connection with the Property.




     (a) The obligations of Owner to indemnify, hold harmless, and reimburse Agent are subject to
the following conditions:



          (i) Agent shall promptly notify Owner of any matter with respect to which Owner is required to
indemnify, hold harmless, or reimburse Agent; and




          (ii) Agent shall not take or fail to take any actions, including an admission of liability,
which would bar Owner from enforcing any applicable coverage under policies of insurance held by
Owner or would prejudice any defense of Owner in any appropriate legal




 









 







proceedings pertaining to any such matter or otherwise prevent Owner from defending itself
with respect to any such matter, provided such action or failure to act resulted from the gross
negligence or willful malfeasance of Agent.




          Notwithstanding the foregoing, Owner shall not be required to indemnify, hold harmless, or
reimburse Agent with respect to any matter to the extent the same resulted from the gross
negligence or willful malfeasance of Agent or actions taken by Agent outside of the scope of
Agent’s authority under this Agreement or any express or implied direction of Owner.




          The provisions of this section shall survive the expiration or any termination of this
Agreement.




     90. Owner and Agent shall each waive any claim for loss or damage against the other and
mutually agree to hold each other harmless for loss to the Property to the extent that either party
is reimbursed or indemnified by insurance coverage.



     91. Agent will promptly notify Owner of any violations of any requirements of any statute,
ordinance, law or regulation of any Governmental body or any public authority or official thereof
having jurisdiction and shall promptly take all actions necessary to cure such violations and to
prevent any civil or criminal liability from being imposed.



     92. In the event (A) it is alleged or charged that the Property or any equipment therein or
any act or failure to act by the Owner or its agents with respect to the Property or the sale,
rental, or other disposition thereof fails to comply with, or is in violation of, any of the
requirements of any provision, statute, ordinance, law, or regulation of any Governmental body or
any order or ruling of any public authority or official thereof having or claiming to have
jurisdiction thereover, (B) Agent notifies Owner of such violation pursuant to Section 2.21 and
Owner fails to contest such violation in good faith and/or to commence and diligently prosecute to
completion (or permit Agent, at Owner’s expense to commence and diligently prosecute) the cure of
such violation, and (C) Agent, in its sole and absolute discretion, considers that the action or
position of Owner may result in damage or liability to Agent, Agent shall have the right to cancel
this Agreement at any time by giving not less than thirty (30) days’ prior written notice to Owner
of its election so to do, which cancellation shall be effective upon the service of such notice.
Such notice may be served personally or by United States certified mail, and if served by mail
shall be deemed to have been served when deposited in the United States mail system. Such
cancellation shall not release the indemnities of Owner and Agent set forth herein and shall not
terminate (i) any liability or obligation of Owner to Agent for any payment, reimbursement, or
other sum of money then due and payable to Agent hereunder as of the date of such cancellation, or
(ii) any obligation of Agent to remit moneys to Owner or to complete its obligations hereunder to
the date of such cancellation. Agent shall cooperate with Owner to ensure a smooth and efficient
transition to a new managing agent, including but not limited to, prompt delivery of files relating
to the Property.



     93. Agent agrees to release, indemnify, defend and save Owner harmless from and against all
claims, disputes, losses, liabilities and suits (including but not limited to all attorneys’ fees
and litigation expenses and Owner’s costs in connection therewith) in any way resulting from the
gross negligence or willful malfeasance of Agent, or its employees:



 









 





          (i) Relating to or arising in connection with the Property and/or damage to property and
injuries to or death of any employee, invitee or other person whomsoever, and/or Agent’s
performance of its duties hereunder; and




          (ii) Relating to any proceeding or suit involving an alleged violation by Agent of any law
applicable to the Property or operations thereof.




          The provisions of this Section 15 shall survive the expiration or any termination of this
Agreement.




     94. It is expressly agreed by the parties that:



     (a) The parties have entered into this Agreement without any inducements, representations,
statements, warranties or agreements made by either party other than those expressly stated herein.



     (b) This Agreement embodies the entire understanding of the parties with respect to the
subject matters stated herein and there are no other understandings or undertakings related to the
within subject matters. This Agreement may be modified only by a written agreement signed by the
parties hereto.



     (c) The provisions of this Agreement are severable and to the extent that any provision herein
is determined by court order, law or rule to be invalid, such invalidity shall in no way affect nor
invalidate the other provisions of this Agreement.



     (d) This Agreement shall be governed by and construed in accordance with the laws of the State
of New York.



     (e) With respect to any and all disputes under or relating to this Agreement, the parties
consent to the exclusive jurisdiction and venue of the Supreme Court of the State of New York,
Nassau County and the United States District Court for the Eastern District of New York and the
appellate courts with supervisory powers thereover.



     (f) The parties agree that in any litigation or proceeding commenced by either party against
the other, service of process shall be deemed to be effective either by hand delivery thereof or by
the mailing thereof via certified mail, postage prepaid, with a proof of mailing receipt validated
by the U.S. Postal Service constituting the sufficient evidence of service of process.



     (g) With respect to any notices that are required or permitted to be made pursuant to this
Agreement, they shall be in writing and either delivered personally, sent by United States mail or
by facsimile (provided that if delivered by facsimile, a confirmation copy of such notice must also
be delivered personally or by United State mail) addressed as follows:



As to Owner:




[                                        ]

c/o Cedar Shopping Centers, Inc.




 









 





44 South Bayles Avenue, Suite 304

Port Washington, New York 11050

Attention: Leo S. Ullman

Facsimile: (516) 767-6497




As to Agent:




Cedar Shopping Centers Partnership, L.P.

c/o Cedar Shopping Centers Partnership, L.P.

44 South Bayles Avenue, Suite 304

Port Washington, New York 11050

Attention: Brenda J. Walker

Facsimile: (516) 767-6497



Each such notice addressed and given as set forth above shall be effective (i) the date of receipt
of such notice, or attempted delivery of such notice, if receipt is refused; and (ii) if sent by
United States mail as aforesaid, the date which is seventy-two (72) hours after such notice is
deposited in the mail.




     (h) This Agreement may not be assigned by Agent without the prior written consent of Owner,
provided, however, that Owner consents to Agent’s designating a subsidiary or affiliate of Agent to
act on behalf of Agent as leasing and rental agent for the Property. This Agreement shall be
binding upon and benefit the parties hereto and their respective successors and permitted assigns.



     95. Agent acknowledges that Owner has obtained a loan from [___] (“Lender”) in
the principal amount of up to $[___] (the “Loan”), which is governed by a certain
[___] made by Owner for the benefit of Lender, dated the date hereof.4 For
so long as the Loan is outstanding:




	 	(1)	 	this Agreement shall be terminable by Lender or its nominee without penalty or
premium following the occurrence of an Event of Default (as such term is defined in the
Loan Agreement) or by Owner after Lender has notified Owner in writing that Agent is
unsatisfactory to Lender, in each case upon thirty (30) days prior written notice to
Agent;
	 
	 	(2)	 	all payments hereunder shall be subject and subordinate in lien and priority of
payment to the payment of all principal and interest and all other amounts due under
the Loan; and







 




			
	4	 	Modify as necessary to include the New Parkway
Plaza Loan and the New Stone Hedge Loan in the event such loans have not closed
as of the execution date.




 









 











	 	(3)	 	Agent shall promptly notify Lender with respect to any default hereunder and
promptly deliver to Lender a copy of each notice, report, plan or statement delivered
by Agent to Owner hereunder.




 









 











     IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties have executed this
Property Management Agreement as of the day and year first set forth above.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	AGENT
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	CEDAR SHOPPING CENTERS PARTNERSHIP, L.P.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Cedar Shopping Centers, Inc., general partner
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	Leo S. Ullman

President






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	OWNER	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	[                    ], LP	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	[                    ] GP, LLC, its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Cedar Shopping Centers Partnership, L.P., its 
sole member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	Cedar Shopping Centers,
Inc., its general
 partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By:
	 	  

Leo
S. Ullman

President
	 	 






 









 






SCHEDULE 1

TENANT IMPROVEMENTS




[REVISE TO INCLUDE FOR APPLICABLE PROPERTY ONLY]




	 	 	 	 	 	 	 
	Property	 	Estimated Tenant Improvement Costs	 	Description
	 
	 	 	 	 	 	Unit 104 – 2,400 sf vacant – In V-Box condition.  $24,000 fitout Allowance
	 
	 	 	 	 	 	Unit 109- 3,400 sf vacant – To be demised for Starbucks. $147,500 to demise and build out Starbucks
	 
	 	 	 	 	 	Unit 109a – 1,700 sf vacant after demising – $17,000 fitout allowance.
	 
	 	 	 	 	 	Electric – $9,000 for primary to 5’
	 
	 	 	 	 	 	Water – $30,000 for meter pit and service to 5’
	 
	 	 	 	 	 	Gas - $5,000 to run line to 5’
	Meadows Marketplace
	 	 	$242,100	 	 	Additional Sewer Capacity - $9,600
	 
	 	 	 	 	 	 
	Pennsboro Commons
	 	 	$35,000	 	 	Build-out of two vacant retail spaces
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	Build-out of Citifinancial space;
	 
	 	 	$15,000	 	 	Build-out of 4,000
	 
	 	 	$35,000	 	 	sf vacant retail
	Stonehedge Plaza
	 	 	$25,000	 	 	space; Grease Trap
	 
	 	 	 	 	 	 
	TOTAL TENANT
IMPROVEMENT
	 	 	$352,100	 	 	 
	 	 	 	 	 	 	 







 









 





EXHIBIT F




ESCROW AGREEMENT




          THIS ESCROW AGREEMENT (this “Agreement”), dated as of the 26th day of March, 2007, is among
LAWYERS TITLE INSURANCE CORPORATION, having an address at Two Grand Central Tower, 140 East
45th Street, New York, New York 10017 (“Escrowee”), CEDAR SHOPPING CENTERS
PARTNERSHIP, L.P., a Delaware limited partnership, having an office at 44 South Bayles Avenue, Port
Washington, New York 11050 (“Cedar”) and HOMBURG HOLDINGS (U.S.) INC., a Colorado
corporation, having an office c/o Homburg Invest Inc., 1741 Brunswick Street, Suite 600, Halifax,
NS B3J-3X8 (“Homburg”).




W I T N E S S E T H




          WHEREAS, Cedar and Homburg entered into that certain Agreement Regarding Purchase of
Partnership Interests (hereinafter referred to as the “Purchase and Sale Agreement”); dated
as of the date hereof, for the purchase and sale of the Interests.




          WHEREAS, the Purchase and Sale Agreement provides for the terms and conditions applicable to
the sale and purchase of the Interests and the performance obligations and rights of Cedar and
Homburg; and




          WHEREAS, Cedar and Homburg agree, pursuant to the Purchase and Sale Agreement, that Escrowee
shall hold, in escrow the Deposit in accordance with the terms and conditions of the Purchase and
Sale Agreement and this Agreement.




          NOW, THEREFORE, the parties hereto agree as follows:




     1. Appointment of Agent.



          (ii) (a) Cedar and Homburg hereby appoint Escrowee to act as their escrow agent on the terms
and conditions hereinafter set forth, and Escrowee accepts such appointment.




          (iii) (b) Homburg shall deliver the Deposit to Escrowee pursuant to the wire instructions
attached hereto as Exhibit A and Escrowee agrees to hold the Deposit on behalf of the
parties, and to apply, disburse and deliver the Deposit as provided in the Purchase and Sale
Agreement and this Agreement. In the event of any conflict between the terms and conditions of the
Purchase and Sale Agreement and the terms or conditions of this Agreement, as to the obligations of
Escrowee, the terms and conditions of this Agreement shall govern and control.




          (b) 2. Disposition of the Required Deposit.




               (i) (a) Escrowee shall hold the Deposit in an



 









 




interest bearing segregated account at JPMorgan Chase Bank, N.A. which rate of interest need
not be maximized. Escrowee shall not commingle the Deposit with any other funds.




               (ii) (b) Escrowee shall pay the Deposit in accordance with the terms of the Purchase and Sale
Agreement. If, prior to any Closing, either party makes a written demand upon Escrowee for
delivery of the Deposit (or portion thereof), Escrowee shall give written notice to the other party
of such demand. If a written notice of objection to the proposed payment is not received from the
other party within seven (7) Business Days after the giving of notice by Escrowee, Escrowee is
hereby authorized to deliver the Deposit (or portion thereof so demanded) to the party who made the
demand. If Escrowee receives a written notice of objection within said period, then Escrowee shall
continue to hold the Deposit and thereafter pay it to the party entitled when Escrowee receives (a)
written notice from the objecting party withdrawing the objection, or (b) a written notice signed
by both parties directing disposition of the Deposit, or (c) a judgment or order of a court of
competent jurisdiction.



               (iii) (c) Nothing in this Section 2 shall have any effect whatsoever upon Escrowee’s rights,
duties, and obligations under Section 3.



          (c) 3. Concerning Escrowee.




               (i) (a) Escrowee shall be protected in relying upon the accuracy, acting in reliance upon the
contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or
other document which is given to Escrowee without verifying the truth or accuracy of any such
notice, demand, certificate, signature, instrument or other document;



               (ii) (b) Escrowee shall not be bound in any way by any other contract or understanding between
Cedar and Homburg, whether or not Escrowee has knowledge thereof or consents thereto unless such
consent is given in writing;



               (iii) (c) Escrowee’s sole duties and responsibilities shall be to hold and disburse the
Deposit in accordance with this Agreement and the Purchase and Sale Agreement;



               (iv) (d) Upon the disbursement of the Deposit in accordance with this Agreement, Escrowee
shall be relieved and released from any liability under this Agreement;



               (v) (e) Escrowee may resign at any time upon at least fifteen (15) Business Days prior written
notice to Cedar and Homburg hereto. If, prior to the effective date of such resignation, Cedar and
Homburg hereto shall have approved, in writing, a successor escrow agent, then upon the resignation
of Escrowee, Escrowee shall deliver the Deposit to such successor escrow agent. From and after
such resignation and the delivery of the Deposit to such successor escrow agent, Escrowee shall be
fully relieved of all of its duties, responsibilities and obligations under this Agreement, all of
which duties, responsibilities and obligations shall be performed by the appointed successor escrow
agent. If for any reason Cedar and Homburg shall not approve a successor escrow agent within such
period, Escrowee may



 









 







bring any appropriate action or proceeding for leave to deposit the Deposit with a court of
competent jurisdiction, pending the approval of a successor escrow agent, and upon such deposit
Escrowee shall be fully relieved of all of its duties, responsibilities and obligations under this
Agreement;



               (vi) (f) Cedar and Homburg hereby agree to, jointly and severally, indemnify, defend and hold
harmless Escrowee from and against any liabilities, damages, losses, costs or expenses incurred by,
or claims or charges made against, Escrowee (including reasonable attorneys’ fees and
disbursements) by reason of Escrowee performing its obligations pursuant to, and in accordance
with, the terms of this Agreement, but in no event shall Escrowee be indemnified for its gross
negligence, willful misconduct or breach of the terms of this Agreement;



               (vii) (g) In the event that a dispute shall arise in connection with this Agreement or the
Purchase and Sale Agreement, or as to the rights of Cedar and Homburg in and to, or the disposition
of, the Deposit (or portion thereof), Escrowee shall have the right to (w) hold and retain all or
any part of the Deposit until such dispute is settled or finally determined by litigation,
arbitration or otherwise, or (x) deposit the Deposit in an appropriate court of law, following
which Escrowee shall thereby and thereafter be relieved and released from any liability or
obligation under this Agreement, or (y) institute an action in interpleader or other similar action
permitted by stakeholders in the State of New York, or (z) interplead Cedar or Homburg in any
action or proceeding which may be brought to determine the rights of Cedar and Homburg to all or
any part of the Deposit; and



               (viii) (h) Escrowee shall not have any liability or obligation for loss of all or any portion
of the Deposit by reason of the insolvency or failure of the institution of depository with whom
the escrow account is maintained.



          (d) 4. Termination.




          This Agreement shall automatically terminate upon the delivery or disbursement by Escrowee of
the entire Deposit in accordance with the terms of the Purchase and Sale Agreement and terms of
this Agreement, as applicable.




          (e) 5. Notices.




     96. All notices, demands, consents, reports and other communications provided for in this
Agreement shall be in writing, shall be given by a method prescribed in this Section and shall be
given to the party to whom it is addressed at the address set forth below or at such other
address(es) as such party hereto may hereafter specify by at least seven (7) days’ prior written
notice.


To Cedar:



c/o Cedar Shopping Centers, Inc.

44 South Bayles Avenue

Port Washington, New York 11050




 









 







Attention: Leo S. Ullman

Facsimile: (516) 767-6497



With a copy to:



Stroock & Stroock & Lavan LLP

180 Maiden Lane

New York, New York 10038-4982

Attention: Steven P. Moskowitz, Esq.

Facsimile: (212) 806-6006




     To Homburg:


c/o Homburg Invest Inc.

1741 Brunswick Street, Suite 600

Halifax, NS B3J-3X8

Attention: Richard Stolle

Facsimile: 902-468-2457



and to:



c/o Homburg Invest Inc.

11 Akerley Blvd., Suite 200

Dartmouth, NS B3B-1V7

Attention: Gordon Lawlor

Facsimile: 902-469-6776



and to:



c/o Homburg Holdings (U.S.), Inc.

559 East Pikes Peak Avenue

Suite 320

Colorado Springs, Colorado 80903

Attention: Robert W. Harris

Facsimile: 719-633-0278



With a copy to:



Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019-6064

Attention: Steven Simkin, Esq.

Facsimile: (212) 492-0073



and to:



The DeCaro Law Firm, PC




 









 







47 Aspen Court

Evergreen, CO 80439

Attention: Phillip S. DeCaro, Esq.

Facsimile: (303) 679-3327




To Escrowee:



Lawyers Title Insurance Corporation

Two Grand Central Tower

140 East 45th Street

New York, New York 10017

Attention: John LoVerme

Facsimile: (212) 557-2148

Telephone: (212) 949-0100




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



          (a)




          (b) 6. Capitalized Terms.




          Capitalized terms used herein and not otherwise defined herein shall have the meanings
ascribed to them in the Purchase and Sale Agreement.




          (c) 7. Governing Law.




          THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT
REGARD TO THE CONFLICTS OF LAW PRINCIPLES OF SUCH STATE. THE PARTIES HERETO WAIVE TRY BY JURY IN
ANY ACTION OR PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.




          (d) 8. Successors.




 









 








          This Agreement shall be binding upon and inure to the benefit of the respective successors and
permitted assigns of the parties hereto; provided, however, that except as expressly provided
herein as to the Escrowee, this Agreement may not be assigned by any party without the prior
written consent of the other parties.




          (e) 9. Entire Agreement.




          This Agreement, together with the Purchase and Sale Agreement, contains the entire agreement
and understanding between the parties hereto with respect to the subject matter hereof and
supersedes all prior agreements and understandings relating to such subject matter.




          (f) 10. Amendments.




          Except as expressly provided in this Agreement, no amendment, modification, termination,
cancellation, rescission or supersession to this Agreement shall be effective unless it shall be in
writing and signed by each of the parties hereto.




          (g) 11. Counterparts and/or Facsimile Signatures.




          This Agreement may be executed in any number of counterparts, including counterparts
transmitted by facsimile, any one of which shall constitute an original of this Agreement. When
counterparts or facsimile copies have been executed by all parties, they shall have the same effect
as if the signatures to each counterpart or copy were upon the same documents and copies of such
documents shall be deemed valid as originals. The parties agree that all such signatures may be
transferred to a single document upon the request of any party. This Agreement shall not be
binding unless and until it shall be fully executed and delivered by all parties hereto. In the
event that this Agreement is executed and delivered by way of facsimile transmission, each party
delivering a facsimile counterpart shall promptly deliver an ink-signed original counterpart of the
Agreement to the other party by overnight courier service; provided however, that the failure of a
party to deliver an ink-signed original counterpart shall not in any way effect the validity,
enforceability or binding effect of a counterpart executed and delivered by facsimile transmission.




          (h) 12. Severability.




          If any provision of the Agreement or the application of any such provision to any person or
circumstance shall be held invalid, illegal, or unenforceable in any respect by a court of
competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other
provision hereof.




          (i) 13. EIN.




          Cedar shall provide its employer identification numbers to Escrowee promptly following
execution and delivery of this Agreement. Each of the parties hereto shall execute and deliver to
the others any documents reasonably necessary for establishing the escrow account for the Deposit
promptly following request.




 









 








[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




 









 








          IN WITNESS WHEREOF, the parties have executed and delivered this Escrow Agreement as of the
date and year first above written.




	 	 	 	 	 	 	 	 	 
	 	 	ESCROWEE:


LAWYERS TITLE INSURANCE CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CEDAR:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CEDAR SHOPPING CENTERS

PARTNERSHIP, L.P., a Delaware limited

partnership	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Cedar Shopping Centers, Inc., a Maryland

corporation, its general partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	  

Leo
S. Ullman

President
	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	HOMBURG:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	HOMBURG HOLDINGS (U.S.) INC., a
 Colorado
corporation	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 






 









 





EXHIBIT A









97. WIRE INSTRUCTIONS




TO

COMMONWEALTH LAND TITLE INSURNCE COMPANY (NY)

Two Grand Central Tower

140 East 45th Street

NEW YORK, NY 10017

212-949-0100




	 	 	 	 	 
	BANK:

	 	CHASE MANHATTAN BANK, N.A.
	 	 
	 

	 	NEW YORK, NY	 	 
	 
	 	 	 	 
	ABA#

	 	021-000-021	 	 
	 
	 	 	 	 
	ACCT. NAME:

	 	Commonwealth Land Title Insurance Company	 	 
	 
	 	 	 	 
	ACCT. #

	 	036-1218746	 	 
	 
	 	 	 	 
	REFERENCE:

	 	( NYN06-002988-C; CEDAR CALDWELL)	 	 





Please reference Commonwealths Title Number on all Wire Transfers and contact our Accounting
Department at (212) 973-6731 contact person : David Harrison, Federal Reference Number when the
wire has been sent.