SHALL NOT
BE CLOSED SOLELY BY REASON OF A RIOCAN HOLDINGS, REIT OR REIT SUB BREACH OR
DEFAULT UNDER THIS AGREEMENT (OTHER THAN A BREACH OR DEFAULT BY REIT SUB CAUSED
BY CEDAR OR ITS AFFILIATE AS THE GENERAL PARTNER OF RC CEDAR PARTNERSHIP LP, THE
INDIRECT PARENT OF REIT SUB), THEN CEDAR SHALL HAVE AS ITS EXCLUSIVE REMEDY THE
RIGHT TO (A) SUBJECT TO THE LAST SENTENCE OF THIS SECTION 16(b), TERMINATE THIS
AGREEMENT (IN WHICH EVENT NO PARTY HERETO SHALL HAVE ANY FURTHER OBLIGATION OR
LIABILITY TO THE OTHER EXCEPT WITH RESPECT TO THOSE PROVISIONS OF THIS AGREEMENT
WHICH EXPRESSLY SURVIVE A TERMINATION OF THIS AGREEMENT), CEDAR HEREBY WAIVING
ANY RIGHT OR CLAIM TO DAMAGES FOR SUCH BREACH EXCEPT AS EXPRESSLY PROVIDED IN
CLAUSE (C) BELOW; OR (B) SPECIFICALLY ENFORCE THIS AGREEMENT (BUT NO OTHER
ACTION, FOR DAMAGES OR OTHERWISE, SHALL BE PERMITTED); PROVIDED THAT ANY ACTION
BY CEDAR FOR SPECIFIC PERFORMANCE MUST BE FILED, IF AT ALL, WITHIN FORTY-FIVE
(45) DAYS OF, A RIOCAN HOLDINGS, REIT OR REIT SUB BREACH OR DEFAULT, AND THE
FAILURE TO FILE WITHIN SUCH PERIOD SHALL CONSTITUTE A WAIVER OF SUCH RIGHT AND
REMEDY OR (C) IF SPECIFIC PERFORMANCE SHALL NOT BE AVAILABLE TO CEDAR THROUGH NO
FAULT OF CEDAR, SUE FOR ACTUAL DAMAGES. THE PARTIES ACKNOWLEDGE AND AGREE THAT
THE TERMS AND PROVISIONS OF THIS SECTION 16(b) ARE NOT INTENDED TO LIMIT CEDAR'S
RIGHTS AND REMEDIES IN THE EVENT OF A BREACH OF POST-CLOSING OBLIGATIONS UNDER
THIS AGREEMENT.
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(c) Prior to the exercise by Cedar or RioCan Holdings, REIT or REIT SUB of any
right or remedy afforded to it pursuant to Section 16(a) or Section 16(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 16(a)) or Section 16(b) above, as applicable.
(d) Cedar acknowledges and agrees that a default by Cedar or the Cedar
Partners (as defined in the Other Agreement) under the Other Agreement shall
constitute a default by Cedar under this Agreement and shall entitle RioCan
Holdings, REIT and REIT Sub to exercise the express remedies provided to RioCan
Holdings, REIT and REIT Sub in Section 16(a). RioCan Holdings, REIT and REIT Sub
acknowledge and agrees that a default by either RioCan Partner (as defined in
the Other Agreement) under the Other Agreement shall constitute a default by
RioCan Holdings, REIT and REIT Sub under this Agreement and shall entitle Cedar
to exercise the express remedies provided to Cedar in Section 16(b).
(e) The provisions of this Section 16 shall survive the Closing and/or a