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x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes x No o

The aggregate market value of the voting stock held by non-affiliates of the registrant as of the last business day of the registrant’s most recent completed second fiscal quarter was $246,661,000.

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.

Portions of the 2002 Ramco-Gershenson Properties Trust Proxy Statement to be filed with the Securities and Exchange Commission within 120 days after the end of the year covered by this Form 10-K with respect to the annual meeting of shareholders to be held on June 12, 2003 are incorporated by reference into Part III.

Ramco-Gershenson Properties Trust website address is www.ramco-gershenson.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to section 13(a) or 15(d) of the Exchange Act are available free of charge through our website as soon as reasonably possible after they are electronically filed with, or furnished to, the Securities and Exchange Commission.

Ramco-Gershenson Properties Trust is a Maryland real estate investment trust organized pursuant to Articles of Amendment and Restatement of Declaration of Trust dated October 2, 1997.

The term “we, our or us” refers to Ramco-Gershenson Properties Trust and/or its predecessors. Our principal office is located at 27600 Northwestern Highway, Suite 200, Southfield, Michigan 48034.

RPS Realty Trust, a Massachusetts business trust, was formed on June 21, 1988 to be a diversified growth oriented real estate investment trust (“REIT”). From 1988 until April 30, 1996, RPS Realty Trust was primarily engaged in the business of owning and managing a participating mortgage loan portfolio, and, through its wholly-owned subsidiaries, owning and operating eight real estate properties.

In May 1996, our predecessor, RPS Realty Trust, acquired the Ramco-Gershenson interests through a reverse merger, including substantially all the shopping centers and retail properties as well as the management company and business operations of Ramco-Gershenson, Inc. and certain of its affiliates. The resulting trust changed its name to Ramco-Gershenson Properties Trust and relocated its corporate office to Southfield, Michigan, where Ramco-Gershenson, Inc.’s officers assumed management responsibility. The trust also changed its operations from a mortgage REIT to an equity REIT and contributed eight mortgage loans and two real estate properties to Atlantic Realty Trust, an independent, newly formed liquidating real estate investment trust.

In 1997, with approval from our shareholders, we changed our state of organization from Massachusetts to Maryland by terminating the Massachusetts trust and merging into a newly formed Maryland real estate investment trust.

We conduct substantially all of our business, and hold substantially all of our interests in our properties, through our operating partnership, Ramco-Gershenson Properties, L.P., either directly or indirectly through partnerships or limited liability companies which hold fee title to the properties. We have the exclusive power to manage and conduct the business of our operating partnership. As of December 31, 2002, our company owned approximately 80.7% of the interests in our operating partnership.

Operations of the Company. We are engaged in the business of owning, developing, acquiring, managing and leasing community shopping centers in the midwestern, southeastern and mid-Atlantic regions of the United States. As of December 31, 2002, we had a portfolio of 59 shopping centers, with more than 11,400,00 square feet of gross leasable area (“GLA”), located in 12 states.

According to the Urban Land Institute, shopping centers are typically organized in five categories: convenience, neighborhood, community, regional and super regional centers. The shopping centers are distinguished by various characteristics, including center size, the number and type of anchor tenants and the types of products sold.

Convenience centers include at least three tenants with a gross leaseable area of up to 30,000 square feet and are generally anchored by a tenant that provides personal/convenience service such as a mini market.

Neighborhood centers provide for the sale of personal services and goods for the day-to-day living of the immediate neighborhood. Average gross leaseable area of a neighborhood center is approximately 60,000 square feet. These centers may include a grocery store.

Community centers provide, in addition to convenience goods and personal services offered by neighborhood centers, a wider range of soft and hard line goods. Average gross leaseable area of a community center ranges between 100,000 and 500,000 square feet. The center may include a grocery store, discount department store, super drug store, and several specialty stores. In some cases a community center may be classified as a power center. A power center may have over 1,000,000 square feet of gross leaseable area and include several category specific off price anchors of 20,000 or more square feet. These anchors typically emphasize hard

goods such as consumer electronics, sporting goods, office supplies, home furnishings and home improvement goods. It is our experience that the demand for the types of goods and services offered at community centers is not generally affected by economic downturns.

Regional centers, also known as regional malls, are built around two or more full line department stores of generally not less than 50,000 square feet. Their typical size ranges from 250,000 to about 900,000 square feet. Regional malls provide services typical of a business district but are not as extensive as those provided by a super regional mall.

Super regional centers, also known as super regional malls are built around three or more full line department stores of generally not less than 75,000 square feet. Their typical size ranges from 500,000 square feet to more than 1,500,000 square feet. These centers offer an extensive variety of general merchandise, apparel, furniture and home furnishings.

As of December 31, 2002, we owned and operated a portfolio of 59 shopping centers totaling approximately 11.5 million square feet of gross leaseable area located in 12 states. Our properties consist of 58 community shopping centers, nine of which are power centers and three of which are single tenant facilities. We also own one enclosed regional mall.

We are predominantly a community shopping center company with a focus on acquiring, developing and managing centers primarily anchored by grocery stores and nationally recognized discount department stores. It is our belief that centers with a grocery and/or discount component attract consumers seeking value-priced products. Since these products are required to satisfy everyday needs, customers usually visit the centers on a weekly basis. Our shopping centers are focused in metropolitan trade areas in the midwestern and the southeastern regions of the United States. We also own and operate three centers in the mid-Atlantic region of the United States. Our anchor tenants include Wal-Mart, Target, Kmart, Kohl’s, Home Depot and Lowe’s Home Improvement. Approximately 55% of our community shopping centers have grocery anchors, including Publix, A&P, Kroger, Super Value, Shop Rite, Kash ‘n Karry, Winn Dixie, Giant Eagle and Meijer.

Our shopping centers are primarily located in major metropolitan areas in the midwestern and southeastern regions of the United States. By focusing our energies on these markets, we have developed a thorough understanding of the unique characteristics of these trade areas. Based on data provided by Market Insight Group, over 60% of our midwestern centers are located in trade areas with income levels that exceed the national average, and over 80% of our southeastern centers are located within markets that exceed national average population growth rates. In both of these regions we have concentrated a number of centers in reasonable proximity to each other in order to achieve market penetration as well as efficiencies in management, oversight and purchasing.

Our business objective and operating strategy is to increase funds from operations and cash available for distribution per share. We expect to achieve internal growth and to enhance the value of our properties by increasing their rental income over time through (i) contractual rent increases, (ii) the leasing and re-leasing of available space at higher rental levels, and (iii) the selective renovation of the properties. We intend to achieve external growth through the selective development of new shopping center properties, the acquisition of shopping center properties directly or through one or more joint venture entities, and the expansion and redevelopment of existing properties. Since December 31, 1998, we have engaged in the sale of mature properties, which have less potential for growth, and the redeployment of the proceeds of those sales to fund acquisition, development and redevelopment activities, to repay variable rate debt and to repurchase outstanding shares. Since December 31, 1998 we have sold a total of seven shopping centers and six parcels of land for an aggregate amount of $79,172,000.

As of December 31, 2002, we employed 85 corporate employees, including six executives and two executive support personnel, 25 employees in asset management, ten employees in development and construction, two employees in acquisitions, 17 employees in financial and treasury services, 13 employees in lease administration, six employees in human resources and office services and four employees in information

As part of our ongoing business strategy, we continue to expand and redevelop existing properties in our shopping center portfolio, depending on tenant demands and market conditions. We plan to take advantage of attractive purchase opportunities by acquiring additional shopping center properties in underserved, attractive and/or expanding markets. We also seek to acquire strategically located, quality shopping centers that (i) have leases at rental rates below market rates, (ii) have potential for rental and/or occupancy increases or (iii) offer cash flow growth or capital appreciation potential where we have financial strength, relationships with retail companies or expansion or redevelopment capabilities which can enhance value, and provide anticipated total returns that will increase our cash available for distribution per share. During 2002, we acquired three properties at an aggregate cost of $45,500,000. During 2002, we also acquired our joint venture partners’ equity interest in four properties. We believe we have an aggressive approach to repositioning, renovating and expanding our shopping centers. Our management team assesses our centers annually to identify redevelopment opportunities and proactively engage in value-enhancing activities. These efforts have resulted in the improvement of property values and increased operating income. They also keep our centers attractive, well tenanted and properly maintained. In addition, we will continue our strategy to sell non-core assets when properties are not viable redevelopment candidates.

In April and May 2002, we issued 4.8 million common shares of beneficial interest in a public offering, resulting in approximately $77.7 million in net proceeds. In addition, in November 2002, we issued 1.0 million shares of Series B Preferred Shares in a public offering yielding approximately $23.8 million of net proceeds. Dividends on Series B Preferred Shares are paid quarterly in an amount per share equal to $2.375 per year (equivalent to 9.5% per annum of the $25.00 liquidation preference).

In 2002 we substantially completed the conversion of our Tel-Twelve shopping center from an enclosed regional mall to an open-air center for a total cost of approximately $19,500,000. In connection with the redevelopment we demolished approximately 20% of the gross leasable area (133,000 square feet) of the shopping center. An expanded 25,000 square foot DSW Shoe Warehouse and two 13,000 square foot multi-tenant retail outlot buildings were completed and opened during 2002. Lowe’s Home Improvement opened a 165,000 square foot building in February 2003.

During 2002, we also completed two redevelopment projects at a total cost of approximately $12.1 million at two of our shopping centers (Sunshine Plaza and Lantana Plaza). We are currently redeveloping The Shoppes of Lakeland for an estimated net cost of approximately $7.3 million.

We face competition from similar retail centers within the trade centers in which our centers operate to renew leases or re-let spaces as leases expire. Some of these competing properties may be newer, better located, better capitalized or better tenanted than our properties. In addition, any new competitive properties that are developed within the trade areas in which we operate may result in increased competition for customer traffic and creditworthy tenants. We may not be able to renew leases or obtain new tenants to whom space may be re-let as leases expire, and the terms of renewals or new leases (including the cost of required renovations or concessions to tenants) may be less favorable to us than current lease terms. Increased competition for tenants may require us to make capital improvements to properties which we would not have otherwise planned to make. In addition, we face competition from alternate forms of retailing, including home shopping networks, mail order catalogues and on-line based shopping services, which may limit the number of retail tenants that desire to seek space in shopping center properties generally. If we are unable to re-let substantial amounts of vacant space promptly, if the rental rates upon a renewal or new lease are significantly

We first elected to qualify as a REIT for our tax year ended December 31, 1988. Our policy has been and is to operate in such a manner as to qualify as a REIT for federal income tax purposes. If we so qualify, then we will generally not be subject to corporate income tax on amounts we pay as distributions to our shareholders. For any tax year in which we do not meet the requirements qualifying as a REIT, we will be taxed as a corporation.

The requirements for qualification as a REIT are contained in sections 856 through 860 of the Internal Revenue Code and applicable provisions of the Treasury Regulations. Among other requirements, at the end of each fiscal quarter, at least 75% of the value of our total assets must consist of real estate assets (including interests in mortgages on real property and interests in other REITs) as well as cash, cash items and government securities. There are also limitations on the amount of certain types of securities we can hold. Additionally, at least 75% of our gross income for the tax year must be derived from certain sources, which include “rents from real property,” and interest on loans secured by mortgages on real property. An additional 20% of our gross income must be derived from these same sources or from dividends and interest from any source gains from the sale or other disposition of stock or securities or any combination of the foregoing. We are also generally required to distribute annually at least 90% of our “REIT taxable income” (as defined in the Internal Revenue Code) to our shareholders.

During the third quarter of 1994, we held more than 25% of the value of our total assets in short-term Treasury Bill reverse repurchase agreements, which could be viewed as non-qualifying assets for purposes of applying the 75% asset test described in the immediately preceding paragraph. We requested that the Internal Revenue Service, also known as the IRS, enter into a closing agreement with us that our ownership of the short-term Treasury Bill reverse repurchase agreements will not adversely affect our status as a REIT. The IRS deferred any action relating to this issue pending the further examination of our taxable years ended December 31, 1991 through 1994. As discussed below, the field examination has since been completed and the IRS has proposed to disqualify us as a REIT for our taxable year ended December 31, 1994, based on our ownership of the short-term Treasury Bill reverse repurchase agreements. Our former tax counsel, Battle Fowler LLP, had rendered an opinion on March 6, 1996, that our investment in the short-term Treasury Bill reverse repurchase agreements would not adversely affect our REIT status. This opinion, however, is not binding upon the IRS or any court.

In connection with the incorporation and distribution of all of the shares of Atlantic Realty Trust in May 1996, we entered into a tax agreement with Atlantic under which Atlantic assumed all our tax liability arising out of the IRS’ then ongoing examination, excluding any tax liability relating to any actions or events occurring, or any tax return position taken, after May 10, 1996, but including liabilities for additions to tax, interest, penalties and costs relating to covered taxes. Under the tax agreement, a group of our Trustees consisting of Stephen R. Blank, Arthur Goldberg and Joel Pashcow, has the right to control, conduct and effect the settlement of any claims for taxes for which Atlantic assumed liability. Accordingly, Atlantic does not have any control as to the timing of the resolution or disposition of any such claims. In addition, the tax agreement provides that, to the extent any tax which Atlantic is obligated to pay under the tax agreement can be avoided through the declaration of a “deficiency dividend” (that is, our declaration and payment of a distribution that is permitted to relate back to the year for which the IRS determines a deficiency in order to satisfy the requirement for REIT qualification that we distribute a certain minimum amount of our “REIT taxable income” for such year), we will make, and Atlantic will reimburse us for the amount of such deficiency dividend.

In addition to examining our taxable years ended December 31, 1991 through 1994, the IRS examined our taxable year ended December 31, 1995. The IRS revenue agent issued an examination report on March 1, 1999 (which is hereinafter referred to as the “First Report”). As previously noted, the First Report proposes to disqualify us as a REIT for our taxable year ended December 31, 1994, based on our ownership of the

short-term Treasury Bill reverse repurchase agreements. In addition, the First Report proposes to adjust our “REIT taxable income” for our taxable years ended December 31, 1991, 1992, 1993, and 1995. In this regard, we and Atlantic received an opinion from special tax counsel, Wolf, Block, Schorr and Solis-Cohen, on March 25, 1996, that, to the extent there is a deficiency in our “REIT taxable income” for our taxable years ended December 31, 1991 through 1994, and provided we timely make a deficiency dividend, our status as a REIT for those taxable years would not be affected. The First Report acknowledges that we may avoid disqualification for failure to meet the distribution requirement with respect to a year for which our income is increased by payment of a deficiency dividend. However, the First Report notes that the payment of a deficiency dividend cannot cure our disqualification as a REIT for the taxable year ended December 31, 1994, based on our ownership of the short-term Treasury Bill reverse repurchase agreements.

We believe that most of the positions set forth in the First Report are unsupported by the facts and applicable law. Accordingly, on April 30, 1999, we filed a protest with the Appeals Office of the IRS to contest most of the positions set forth in the First Report. The Appeals Officer returned the case file to the revenue agent for further development. On October 29, 2001, the revenue agent issued a new examination report (which is hereinafter referred to as the “Second Report”) that arrived at very much the same conclusions as the First Report. We filed a protest of the Second Report with the IRS, and we had several meetings with the appellate conferee, subsequent to filing the protest. If a satisfactory result cannot be obtained through the administrative appeals process, judicial review of the determination is available to us. In addition, the IRS is currently conducting an examination of us for the taxable years ended December 31, 1996 and 1997, and of our operating partnership for the taxable years ended December 31, 1997, 1998 and 1999.

If, notwithstanding the above-described opinions of legal counsel, the IRS successfully challenges our status as a REIT for any taxable year, we will be able to re-elect REIT status commencing with the fifth succeeding taxable year (or possibly an earlier taxable year if we meet certain relief provisions under the Internal Revenue Code).

In the notes to the consolidated financial statements made part of Atlantic’s most recent quarterly report on Form 10-Q filed with the Securities and Exchange Commission for the quarter ended September 30, 2002, Atlantic has disclosed its liability for the tax deficiencies (and interest and penalties, tax deficiencies) proposed to be assessed against us by the IRS for the taxable years ended December 31, 1991 through 1995, as reflected in each of the First Report and Second Report. We believe, but can provide no assurance, that Atlantic currently has sufficient assets to pay such tax deficiencies, interest and penalties. According to the quarterly report on Form 10-Q filed by Atlantic for its quarter ended September 30, 2002, Atlantic had net assets on September 30, 2002 of approximately $62.3 million (as determined pursuant to the liquidation basis of accounting). If the amount of tax, interest and penalties assessed against us ultimately exceeds the amounts proposed in each of the First Report and the Second Report, however, because interest continues to accrue on the proposed tax deficiencies, if additional tax deficiencies are proposed or for any other reason, then Atlantic may not have sufficient assets to reimburse us for all amounts we must pay to the IRS, and we would be required to pay the difference out of our own funds. Accordingly, the ultimate resolution of any controversy over tax liabilities covered by the above-described tax agreement may have a material adverse effect on our financial position, results of operations or cash flows, including if we are required to distribute deficiency dividends to our shareholders and/or pay additional taxes, interest and penalties to the IRS in amounts that exceed the value of Atlantic’s net assets. Moreover, the IRS may assess us with taxes that Atlantic is not required under the above-described tax agreement to pay, such as taxes arising from the recently-commenced examination of us for the taxable years ended December 31, 1996 and 1997, and of our operating partnership for the taxable years ended December 31, 1997, 1998 and 1999. There can be no assurance, therefore, that the IRS will not assess us with substantial taxes, interest and penalties which Atlantic cannot, is not required to, or otherwise does not pay.

Under various Federal, state and local laws, ordinances and regulations relating to the protection of the environment (“Environmental Laws”), a current or previous owner or operator of real estate may be liable for the costs of removal or remediation of certain hazardous or toxic substances disposed, stored, released,

generated, manufactured or discharged from, on, at, onto, under or in such property. Environmental Laws often impose such liability without regard to whether the owner or operator knew of, or was responsible for, the presence or release of such hazardous or toxic substance. The presence of such substances, or the failure to properly remediate such substances when present, released or discharged, may adversely affect the owner’s ability to sell or rent such property or to borrow using such property as collateral. The cost of any required remediation and the liability of the owner or operator therefore as to any property is generally not limited under such Environmental Laws and could exceed the value of the property and/or the aggregate assets of the owner or operator. Persons who arrange for the disposal or treatment of hazardous or toxic substances may also be liable for the cost of removal or remediation of such substances at a disposal or treatment facility, whether or not such facility is owned or operated by such persons. In addition to any action required by Federal, state or local authorities, the presence or release of hazardous or toxic substances on or from any property could result in private plaintiffs bringing claims for personal injury or other causes of action.

In connection with ownership (direct or indirect), operation, management and development of real properties, we may be potentially liable for remediation, releases or injury. In addition, Environmental Laws impose on owners or operators the requirement of on-going compliance with rules and regulations regarding business-related activities that may affect the environment. Such activities include, for example, the ownership or use of transformers or underground tanks, the treatment or discharge of waste waters or other materials, the removal or abatement of asbestos-containing materials (“ACMs”) or lead-containing paint during renovations or otherwise, or notification to various parties concerning the potential presence of regulated matter, including ACMs. Failure to comply with such requirements could result in difficulty in the lease or sale of any affected property and/or the imposition of monetary penalties, fines or other sanctions in addition to the costs required to attain compliance. Various of our properties have or may contain ACMs or underground storage tanks (“USTs”); however, except as set forth below we are not aware of any potential environmental liability which could reasonably be expected to have a material impact on our financial position or results of operations. No assurance can be given that future laws, ordinances or regulations will not impose any material environmental requirement or liability, or that a material adverse environmental condition does not otherwise exist.

There was a release of approximately 2,300 gallons of gasoline from a product line break in August 1986 and a release of approximately 1,200 gallons of gasoline from a delivery line break in October 1991 at a gasoline station located at Jackson Crossing. A release of gasoline was also discovered in 1987 at a time of removal of USTs from a gasoline station located adjacent to Lake Orion Plaza. Subsequent investigations indicated that levels of contamination exist in the ground water under such properties. Certain of our affiliates, jointly and severally, have agreed to indemnify us, the Operating Partnership and their respective subsidiaries and affiliates for any and all damages arising from or in connection with such environmental conditions at the Jackson Crossing and Lake Orion Plaza properties.

Our properties are located in twelve states primarily throughout the midwestern, southeastern and mid-Atlantic regions of the United States as follows:

The above table includes four properties owned by joint ventures in which we have an equity investment.

Additional information regarding the Properties is included in the Property Schedule on the following pages.

[Continued from above table, first column(s) repeated]



	Total Shopping Center GLA

			Company
	Anchor		Owned		Total		Non-
	Owned		Anchor		Anchor		Anchor
Property	Space		Space		GLA		GLA		Total

Alabama
Cox Creek Plaza				92,901		92,901		33,800		126,701

Total/ Weighted Average		—		92,901		92,901		33,800		126,701

Florida
Coral Creek Shops				42,112		42,112		67,200		109,312
Crestview Corners				79,603		79,603		32,015		111,618

Lantana Shopping Center				61,166		61,166		61,347		122,513
Naples Towne Centre		32,680		102,027		134,707		32,680		167,387

Pelican Plaza				35,768		35,768		70,105		105,873

Rivertowne Square				70,948		70,948		65,699		136,647

Shenandoah Square(7)				42,112		42,112		81,500		123,612
Shoppes of Lakeland				23,001		23,001		5,646		28,647
Southbay Fashion Center				31,700		31,700		64,990		96,690
Sunshine Plaza				175,834		175,834		69,970		245,804

The Crossroads				42,112		42,112		77,980		120,092
Village Lakes Shopping Center				125,141		125,141		61,335		186,476

Total/ Weighted Average		32,680		831,524		864,204		690,467		1,554,671

Georgia
Conyers Crossing				138,915		138,915		31,560		170,475

Holcomb Center				39,668		39,668		67,385		107,053
Horizon Village				47,955		47,955		49,046		97,001
Indian Hills				97,930		97,930		35,200		133,130

Mays Crossing				100,232		100,232		37,040		137,272

Total/ Weighted Average		—		424,700		424,700		220,231		644,931

Maryland
Crofton Plaza				176,376		176,376		75,171		251,547

Total/ Weighted Average		—		176,376		176,376		75,171		251,547

Michigan
Auburn Mile		45,520		552,437		597,957		14,381		612,338

Clinton Valley Mall				55,175		55,175		93,902		149,077

Clinton Valley Shopping Center				50,000		50,000		44,360		94,360
Eastridge Commons		117,777		124,203		241,980		45,637		287,617

Edgewood Towne Center		209,272		23,524		232,796		62,233		295,029

Ferndale Plaza				—		—		30,916		30,916
Fraser Shopping Center				52,784		52,784		23,915		76,699

Jackson Crossing		254,242		191,923		446,165		184,215		630,380

Jackson West				194,484		194,484		15,837		210,321

Kentwood Towne Centre(2)		101,909		122,390		224,299		61,265		285,564

Lake Orion Plaza				114,574		114,574		7,558		122,132

Madison Center				167,830		167,830		59,258		227,088

New Towne Plaza				91,122		91,122		80,668		171,790

Oak Brook Square				57,160		57,160		83,057		140,217

Roseville Towne Center				211,447		211,447		84,821		296,268

[Continued from above table, first column(s) repeated]



								Annualized Base
								Rent

	Company Owned GLA									Per
										Square
Property	Total		Leased		Occupancy			Total		Foot		Anchors(9)

Alabama
Cox Creek Plaza		126,701		113,801		89.8	%	$	747,451	$	6.57	Goody’s, Toy’s R Us, Old Navy

Total/ Weighted Average		126,701		113,801		89.8	%	$	747,451	$	6.57

Florida
Coral Creek Shops		109,312		109,312		100.0	%	$	1,471,166	$	13.46	Publix
Crestview Corners		111,618		110,418		98.9	%		555,776		5.03	Fleming Foods(8), Wal-Mart(4)
Lantana Shopping Center		122,513		120,713		98.5	%		1,164,200		9.64	Publix
Naples Towne Centre		134,707		44,152		32.8	%		241,999		5.48	Florida Food & Drug(1), Save- A-Lot
Pelican Plaza		105,873		81,001		76.5	%		895,112		11.05	Linens ’n Things
Rivertowne Square		136,647		131,800		96.5	%		1,145,277		8.69	Winn-Dixie, Office Depot
Shenandoah Square(7)		123,612		114,912		93.0	%		1,564,052		13.61	Publix
Shoppes of Lakeland		28,647		28,647		100.0	%		269,943		9.42	Michael’s
Southbay Fashion Center		96,690		42,094		43.5	%		340,742		8.09
Sunshine Plaza		245,804		228,933		93.1	%		1,580,267		6.90	Publix, Old Time Pottery, Price Cutters
The Crossroads		120,092		118,792		98.9	%		1,526,236		12.85	Publix
Village Lakes Shopping Center		186,476		185,076		99.2	%		1,024,546		5.54	Kash ’N Karry Food Store, Wal-Mart

Total/ Weighted Average		1,521,991		1,315,850		86.5	%	$	11,779,316	$	8.95

Georgia
Conyers Crossing		170,475		170,475		100.0	%	$	897,332	$	5.26	Burlington Coat Factory, Hobby Lobby
Holcomb Center		107,053		105,023		98.1	%		982,514		9.36	A&P(5)
Horizon Village		97,001		97,001		100.0	%		1,138,039		11.73	Publix
Indian Hills		133,130		129,530		97.3	%		670,045		5.17	Ingles Market, Wal-Mart(4)
Mays Crossing		137,272		113,323		82.6	%		643,687		5.68	Ingles Market(8), Big Lots

Total/ Weighted Average		644,931		615,352		95.4	%	$	4,331,617	$	7.04

Maryland
Crofton Plaza		251,547		214,624		85.3	%	$	1,340,521	$	6.25	Super Valu, Kmart

Total/ Weighted Average		251,547		214,624		85.3	%	$	1,340,521	$	6.25

Michigan
Auburn Mile		566,818		566,818		100.0	%	$	2,590,750	$	4.57	Best Buy(1), Target, Meijer, Costco, Joann etc, Staples
Clinton Valley Mall		149,077		115,671		77.6	%		1,507,860		13.04	Office Depot, DSW Shoe Warehouse
Clinton Valley Shopping Center		94,360		36,244		38.4	%		377,967		10.43
Eastridge Commons		169,840		166,725		98.2	%		1,657,671		9.94	Farmer Jack (A&P), Staples, Target(1), TJ Maxx
Edgewood Towne Center		85,757		80,757		94.2	%		787,638		9.75	OfficeMax, Sam’s Club(1), Target(1)
Ferndale Plaza		30,916		30,916		100.0	%		372,787		12.06
Fraser Shopping Center		76,699		71,735		93.5	%		420,937		5.87	Oakridge Market, Rite- Aid
Jackson Crossing		376,138		370,812		98.6	%		3,276,574		8.84	Kohl’s Department Store, Sears(1), Target(1), Toys ’R’ Us, Best Buy, Bed, Bath & Beyond, Jackson 10
Jackson West		210,321		210,321		100.0	%		1,570,831		7.47	Circuit City, Lowe’s, Michael’s, OfficeMax
Kentwood Towne Centre(2)		183,655		180,055		98.0	%		1,445,531		8.03	Burlington Coat, Hobby Lobby, OfficeMax, Target(1)
Lake Orion Plaza		122,132		122,132		100.0	%		503,629		4.12	Farmer Jack (A&P), Kmart
Madison Center		227,088		224,588		98.9	%		1,360,454		6.06	Dunham’s, Kmart
New Towne Plaza		171,790		171,790		100.0	%		1,415,167		8.24	Kohl’s Department Store
Oak Brook Square		140,217		119,707		85.4	%		1,055,498		8.82	Kids ’R’ Us, TJ Maxx
Roseville Towne Center		296,268		245,512		82.9	%		1,253,709		5.11	Marshall’s, Wal-Mart


		Year Constructed/
		Acquired/Year of		Number
		Latest Renovation		of
Property	Location	or Expansion(3)		Units

Southfield Plaza	Southfield, MI		1969/1996/1999		14
Southfield Plaza Expansion(2)	Southfield, MI		1987/1996/ NA		11
Taylor Plaza	Taylor, MI		1970/1996/ NA		1
Tel-Twelve	Southfield, MI		1968/1996/2002		16
West Acres Commons(7)	Flint, MI		1998/2001/ NA		14
West Oaks I	Novi, MI		1979/1996/1998		7
West Oaks II	Novi, MI		1986/1996/2000		31

Total/ Weighted Average					339

New Jersey
Chester Springs	Chester, NJ		1970/2002/1999		41

Total/ Weighted Average					41

North Carolina
Holly Springs Plaza	Franklin, NC		1988/1997/1992		16
Ridgeview Crossing	Elkin, NC		1989/1997/1995		20

Total/ Weighted Average					36

Ohio
Crossroads Centre	Rossford, OH		2001/2002/ NA		16
OfficeMax Center	Toledo, OH		1994/1996/ NA		1
Spring Meadows Place	Holland, OH		1987/1996/1997		35
Troy Towne Center	Troy, OH		1990/1996/2002		18

Total/ Weighted Average					70

South Carolina
Edgewood Square	North Augusta, SC		1989/1997/1997		15
Taylors Square	Greenville, SC		1989/1997/1995		2

Total/ Weighted Average					17

Tennessee
Cumberland Gallery	New Tazewell, TN		1988/1997/ NA		16
Highland Square	Crossville, TN		1988/1997/ NA		16
Northwest Crossing	Knoxville, TN		1989/1997/1995		16
Northwest Crossing II	Knoxville, TN		1999/1999/ NA		1
Stonegate Plaza	Kingsport, TN		1984/1997/1993		7
Tellico Plaza	Lenoir City, TN		1989/1997/ NA		12

Total/ Weighted Average					68

Virginia
Aquia Towne Center	Stafford, VA		1989/1998/ NA		41

Total/ Weighted Average					41

[Continued from above table, first column(s) repeated]



	Total Shopping Center GLA

			Company
	Anchor		Owned		Total		Non-
	Owned		Anchor		Anchor		Anchor
Property	Space		Space		GLA		GLA		Total

Southfield Plaza				128,358		128,358		37,660		166,018

Southfield Plaza Expansion(2)				—		—		19,410		19,410
Taylor Plaza				122,374		122,374		—		122,374
Tel-Twelve				367,246		367,246		35,440		402,686

West Acres Commons(7)				59,889		59,889		35,200		95,089

West Oaks I				226,839		226,839		19,028		245,867

West Oaks II		221,140		90,753		311,893		77,201		389,094

Total/ Weighted Average		949,860		3,004,512		3,954,372		1,115,962		5,070,334

New Jersey
Chester Springs				81,760		81,760		142,378		224,138

Total/ Weighted Average		—		81,760		81,760		142,378		224,138

North Carolina
Holly Springs Plaza				124,484		124,484		31,100		155,584

Ridgeview Crossing				168,659		168,659		42,865		211,524

Total/ Weighted Average		—		293,143		293,143		73,965		367,108

Ohio
Crossroads Centre				381,291		381,291		69,214		450,505

OfficeMax Center				22,930		22,930		—		22,930
Spring Meadows Place		275,372		54,071		329,443		135,645		465,088

Troy Towne Center		90,921		107,584		198,505		42,679		241,184

Total/ Weighted Average		366,293		565,876		932,169		247,538		1,179,707

South Carolina
Edgewood Square				207,829		207,829		20,375		228,204

Taylors Square				133,624		133,624		1,600		135,224

Total/ Weighted Average		—		341,453		341,453		21,975		363,428

Tennessee
Cumberland Gallery				73,304		73,304		24,851		98,155

Highland Square				131,126		131,126		37,620		168,746

Northwest Crossing				217,443		217,443		32,789		250,232
Northwest Crossing II				23,500		23,500		—		23,500
Stonegate Plaza				127,042		127,042		11,448		138,490

Tellico Plaza				94,805		94,805		19,387		114,192

Total/ Weighted Average		—		667,220		667,220		126,095		793,315

Virginia
Aquia Towne Center				117,195		117,195		122,847		240,042

Total/ Weighted Average		—		117,195		117,195		122,847		240,042

[Continued from above table, first column(s) repeated]



								Annualized Base
								Rent

	Company Owned GLA									Per
										Square
Property	Total		Leased		Occupancy			Total		Foot		Anchors(9)

Southfield Plaza		166,018		153,458		92.4	%		1,137,795		7.41	Burlington Coat Factory, Marshall’s, F & M Drugs
Southfield Plaza Expansion(2)		19,410		17,610		90.7	%		237,007		13.46	No Anchor
Taylor Plaza		122,374		0		0.0	%		—		—
Tel-Twelve		402,686		316,184		78.5	%		3,775,939		11.94	Circuit City, Kmart, Media Play, Office Depot, DSW Shoe Warehouse
West Acres Commons(7)		95,089		91,889		96.6	%		1,146,213		12.47	Farmer Jack (A&P)
West Oaks I		245,867		245,867		100.0	%		1,346,745		5.48	Circuit City, Kmart(5), OfficeMax, Service Merchandise(8), DSW Shoe Warehouse
West Oaks II		167,954		166,154		98.9	%		2,524,510		15.19	Value City Furniture(6), Bed Bath & Beyond(6), Marshall’s, Toys ’R’ Us(1), Kids ’R’ Us(1), Kohl’s Department Store(1), Joann etc.

Total/ Weighted Average		4,120,474		3,704,945		89.9	%	$	29,765,212	$	8.03

New Jersey
Chester Springs		224,138		224,138		100.0	%	$	2,818,408	$	12.57	Shop-Rite Supermarket, Staples

Total/ Weighted Average		224,138		224,138		100.0	%	$	2,818,408	$	12.57

North Carolina
Holly Springs Plaza		155,584		155,584		100.0	%	$	852,255	$	5.48	Ingles Market, Wal-Mart
Ridgeview Crossing		211,524		209,724		99.1	%		1,165,901		5.56	Belk Department Store, Ingles Market, Wal- Mart

Total/ Weighted Average		367,108		365,308		99.5	%	$	2,018,156	$	5.52

Ohio
Crossroads Centre		450,505		450,505		100.0	%	$	3,284,210	$	7.29	Home Depot, Target, Giant Eagle, Michael’s Linens ’n Things
OfficeMax Center		22,930		22,930		100.0	%		254,523		11.10	OfficeMax
Spring Meadows Place		189,716		151,332		79.8	%		1,764,533		11.66	Dick’s Sporting Goods(6), Media Play(6), Kroger(1), Target(1), TJ Maxx, OfficeMax
Troy Towne Center		150,263		150,263		100.0	%		1,015,073		6.76	Sears Hardware, Wal- Mart(1), Kohl’s

Total/ Weighted Average		813,414		775,030		95.3	%	$	6,318,339	$	8.15

South Carolina
Edgewood Square		228,204		220,829		96.8	%	$	1,303,313	$	5.90	Bi-Lo Grocery, Goody’s Family Clothing, Wal- Mart
Taylors Square		135,224		135,224		100.0	%		727,200		5.38	Wal-Mart

Total/ Weighted Average		363,428		356,053		98.0	%	$	2,030,513	$	5.70

Tennessee
Cumberland Gallery		98,155		94,555		96.3	%	$	449,962	$	4.76	Ingles Market, Wal-Mart
Highland Square		168,746		163,046		96.6	%		835,280		5.12	Kroger, Wal- Mart(4)
Northwest Crossing		250,232		172,232		68.8	%		1,135,401		6.59	Wal-Mart
Northwest Crossing II		23,500		23,500		100.0	%		28,776		1.22	OfficeMax
Stonegate Plaza		138,490		135,042		97.5	%		673,784		4.99	Food Lion Grocery, Wal- Mart(5)
Tellico Plaza		114,192		111,247		97.4	%		596,293		5.36	Bi-Lo Grocery, Wal-Mart(4)

Total/ Weighted Average		793,315		699,622		88.2	%	$	3,719,496	$	5.32

Virginia
Aquia Towne Center		240,042		227,917		94.9	%	$	2,485,408	$	10.90	Super Valu, Big Lots, Northrop Grumman

Total/ Weighted Average		240,042		227,917		94.9	%	$	2,485,408	$	10.90


		Year Constructed/
		Acquired/Year of		Number
		Latest Renovation		of
Property	Location	or Expansion(3)		Units

Wisconsin
East Town Plaza	Madison, WI		1992/2002/2000		17
West Allis Towne Centre	West Allis, WI		1987/1996/ NA		29

Total/ Weighted Average					46

PORTFOLIO TOTAL/ WEIGHTED AVERAGE					1084

[Continued from above table, first column(s) repeated]



	Total Shopping Center GLA

			Company
	Anchor		Owned		Total		Non-
	Owned		Anchor		Anchor		Anchor
Property	Space		Space		GLA		GLA		Total

Wisconsin
East Town Plaza		132,995		144,685		277,680		64,274		341,954
West Allis Towne Centre				216,474		216,474		112,980		329,454

Total/ Weighted Average		132,995		361,159		494,154		177,254		671,408

PORTFOLIO TOTAL/ WEIGHTED AVERAGE		1,481,828		6,957,819		8,439,647		3,047,683		11,487,330

[Continued from above table, first column(s) repeated]



								Annualized Base
								Rent

	Company Owned GLA									Per
										Square
Property	Total		Leased		Occupancy			Total		Foot		Anchors(9)

Wisconsin
East Town Plaza		208,959		200,759		96.1	%	$	1,762,997	$	8.78	Burlington, Marshalls, JoAnn, Borders, Toys ’R’ Us(1), Shopco(1)
West Allis Towne Centre		329,454		245,454		74.5	%		1,834,884		7.48	Kmart, Kohl’s Supermarket (A&P)(5)

Total/ Weighted Average		538,413		446,213		82.9	%	$	3,597,881	$	8.06

PORTFOLIO TOTAL/ WEIGHTED AVERAGE		10,005,502		9,058,853		90.5	%	$	70,952,318	$	7.83

The following table sets forth, as of December 31, 2002, information regarding space leased to tenants which in each case, individually account for more than 2% of total annualized base rental revenue from our properties.

Approximately 367,000 square feet of GLA at five of our shopping centers is leased to Wal-Mart, but not currently occupied by Wal-Mart, although Wal-Mart remains obligated under the respective lease agreements. The leases for the five Wal-Mart properties expire between 2006 and 2009. Wal-Mart has entered into various subleases, with sub-tenants currently occupying approximately 154,000 of the 367,000 square feet of GLA.

Kmart Corporation filed for Chapter 11 bankruptcy protection during January 2002. Kmart is our second largest tenant (based on the percentage of our total annualized base rent) and leases seven locations with a total annualized base rent at December 31, 2002 of approximately $3.2 million. On March 8, 2002, Kmart announced its intention to close 284 stores, including three stores leased from us. On June 30, 2002, we entered into a termination agreement for one of the locations for redevelopment purposes. Designation rights for the other two locations were purchased by a third party. Of those two, one has been assumed and assigned to Burlington Coat Factory without impact to monetary lease obligations and the other will expire on its own terms in April 2003. On January 14, 2003, Kmart announced its intention to close an additional 326 stores, including one store leased from us at our Tel-Twelve shopping center. Kmart will continue to be lease obligated for this location unless Kmart rejects the lease as part of its bankruptcy proceedings. If the Tel-Twelve lease is rejected, the collectibility of the straight line rent receivable in the amount of $2.9 million is unlikely, and could result in an adverse effect on future results of operations.

The following table sets forth the total GLA leased to anchors, retail tenants, and available space, in the aggregate, of our properties as of December 31, 2002:

The following table sets forth as of December 31, 2002, the total GLA leased to national, regional and local tenants, in the aggregate, of our properties.

The following table sets forth lease expirations for the next five years at our properties assuming that no renewal options are exercised.

There are no material pending legal proceedings, other than ordinary routine litigation incidental to the business, against or involving us or our properties.

During the fourth quarter of 2002, no matters were submitted for a vote of our shareholders.

Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters

Market Information — Our Common Shares are currently listed and traded on the New York Stock Exchange (“NYSE”) under the symbol “RPT”. On March 19, 2003, the last reported sales price of the Shares on the NYSE was $21.65.

The following table shows high and low closing prices per share for each quarter in 2001 and 2002.

Holders — The number of holders of record of the Common Shares was 2,092 as of March 19, 2003.

Dividends — Under the Code, a REIT must meet certain requirements, including a requirement that it distribute annually to its shareholders at least 90 percent of its taxable income. Dividend distributions per common share for the years ended December 31, 2002 and 2001, are summarized as follows.

We declared the following cash distributions per share to common shareholders for the year ended December 31, 2001:

We declared the following cash distributions per share to common shareholders for the year ended December 31, 2002:

Distributions paid by us are at the discretion of the Board of Trustees and depend on a number of factors, including our cash flow, financial condition and capital requirements, the annual distribution requirements necessary to maintain its status as a REIT under the Code, and such other factors as the Board of Trustees deems relevant.

We have a Dividend Reinvestment Plan (the “DRP Plan”) which allows shareholders to acquire additional Common Shares by automatically reinvesting cash dividends. Shares are acquired pursuant to the DRP Plan at a price equal to the prevailing market price of such Shares, without payment of any brokerage commission or service charge. Shareholders who do not participate in the Plan continue to receive cash distributions, as declared.

The following table sets forth selected consolidated financial data for the Company and should be read in conjunction with the consolidated financial statements and notes thereto included elsewhere in this report.

The following discussion should be read in conjunction with the consolidated financial statements, the notes thereto, and the comparative summary of selected financial data appearing elsewhere in this report. Dollars are in thousands, except per Share and per Unit amounts.

This Form 10-K contains forward-looking statements with respect to the operation of certain of our properties. We believe the expectations reflected in the forward-looking statements made in this document are based on reasonable assumptions. Certain factors could occur that might cause actual results to vary. These include: our success or failure in implementing our business strategy; economic conditions generally and in the commercial real estate and finance markets specifically; our cost of capital, which depends in part on our asset quality, our relationships with lenders and other capital providers, our business prospects and outlook and general market conditions, and changes in governmental regulations, tax rates and similar matters, and other factors discussed elsewhere in this Form 10-K report filed with the Securities and Exchange Commission. The

forward-looking statements are identified by terminology such as “may,” “will,” “should,” “believe,” “expect,” “estimate,” “anticipate,” “continue,” “predict” or similar terms. Although we believe that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from those projected in the forward-looking statements.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements. It is our opinion that we fully disclose our significant accounting policies in the Notes to the Consolidated Financial Statements. Consistent with our disclosure policies we include the following discussion related to what we believe to be our most critical accounting policies that require our most difficult, subjective or complex judgment:

Reserve for Bad Debts — We provide for bad debt expense based upon the reserve method of accounting. We continuously monitor the collectibility of our accounts receivable (billed, unbilled and straight-line) from specific tenants, analyze historical bad debts, customer credit worthiness, current economic trends and changes in tenant payment terms when evaluating the adequacy of the allowance for bad debts. When tenants are in bankruptcy, we make estimates of the expected recovery of pre-petition and post-petition claims. The ultimate resolution of these claims can exceed one year. Management believes the allowance is adequate to absorb currently estimated bad debts. However, if we experience bad debts in excess of the reserves we have established, our operating income would be reduced.

Bad debt expense amounted to $211,000, $735,000 and $330,000 for the three years ended December 31, 2002, 2001 and 2000, respectively.

Revenue Recognition — Shopping center space is generally leased to retail tenants under leases which are accounted for as operating leases. We recognize minimum rents on the straight-line method over the terms of the leases, as required under Statement of Financial Accounting Standard No. 13. Certain of the leases also provide for additional revenue based on contingent percentage income which is recorded on an accrual basis once the specified target that triggers this type of income is achieved. The leases also typically provide for tenant recoveries of common area maintenance, real estate taxes and other operating expenses. These recoveries are recognized as revenue in the period the applicable costs are incurred.

Straight line rental income was greater than the current amount required to be paid by our tenants by $2.8 million, $2.1 million and $3.4 million for the years ended December 31, 2002, 2001 and 2000, respectively. Accounts receivable include unbilled straight-line rent receivables of $12.8 million at December 31, 2002 and $10.6 million at December 31, 2001. Straight line rent receivable at December 31, 2002, includes approximately $3.3 million due from Kmart Corporation.

demolition costs) incurred in connection with the redevelopment are capitalized to the extent such costs do not exceed the estimated fair value when complete. To the extent such costs exceed the estimated fair value of such property, the excess would be charged to expense.

We evaluate the recoverability of our investment in real estate whenever events or changes in circumstances indicate that the carrying amount of an asset may be impaired. Our assessment of recoverability of our real estate assets includes, but is not limited to recent operating results, expected net operating cash flow and our plans for future operations. For the years ended, December 31, 2002, 2001 and 2000, none of our assets was considered impaired.

In 2002 we substantially completed the first phase redevelopment of our Tel-Twelve shopping center from an enclosed regional mall to an open-air center for a total cost of approximately $19.5 million In connection with the redevelopment, we demolished approximately 20% of the Gross Leasable Area (139,000 square feet) of the shopping center. An expanded 25,000 square foot DSW Shoe Warehouse and two 13,000 square foot multi-tenant retail outlot buildings were completed and opened during 2002. Lowe’s Home Improvement opened a 165,000 square foot building in February 2003.

Proposed development and acquisition costs amounted to $1.4 million at December 31, 2002 and $3.6 million at December 31, 2001.

We are required to make subjective assessments as to whether there are impairments in the value of other assets. These assessments have a direct impact on our consolidated financial statements if events or changes in circumstances indicate that the carrying amount of these assets might not be recoverable.

Off Balance Sheet Arrangements — We have five off balance sheet investments in which we have a 50.0% or less ownership interest. We provide leasing, development and property management services to the joint ventures. These investments are accounted for under the equity method. In our judgment, we do not have the level of control of these joint ventures to include the entities as consolidated subsidiaries.

Total revenue increased 1.9% or $1.7 million to $91.2 million for the year ended December 31, 2002 as compared to $89.5 million for the year ended December 31, 2001. Of the $1.7 million increase, $1.1 million was the result of increased minimum rents.

For purposes of comparison between the years ended December 31, 2002 and 2001, “Same Center” refers to the shopping center properties owned as of January 1, 2001. We made three acquisitions during the year ended December 31, 2002, and we acquired the joint venture partners’ interest in four shopping centers, previously reported on the equity method. These seven properties are included in “Acquisitions” in the following discussion. Dispositions include the sale of White Lake MarketPlace and Athens Town Center that occurred in 2001. The results of operations for these two properties have been included as dispositions in the following tables.

Minimum rents increased 1.9%, or $1.1 million for the year ended December 31, 2002.

The decrease in same center minimum rents is principally attributable to the redevelopment during 2002 of our Tel-Twelve shopping center from an enclosed regional mall to an open-air center and the redevelopment of the Shoppes of Lakeland. In addition, our occupancy rate for our centers decreased to 90.5% at December 31, 2002 from 95.5% at December 31, 2001. The decrease in the occupancy rate is attributable to the increase in the number of retail companies filing for bankruptcy protection during 2001 and 2002. As a result of these bankruptcies, some national retail tenants closed stores at several of our locations. We have recently gained control of a few of these locations and we are currently negotiating with potential tenants to lease the space.

Recoveries from tenants increased 9.5%, or $2.2 million for the year ended December 31, 2002. The increase in recoveries from tenants at same centers is primarily the result of general increases in real estate tax recoveries during 2002. The overall recovery ratio was 96.1% for the year ended December 31, 2002, compared to 95.3% for the year ended December 31, 2001. The following two tables include recovery revenue and related expenses that comprise the recovery ratio.

Recoverable operating expenses, including real estate taxes, is a component of our recovery ratio. These expenses increased 8.6%, or $2.1 million for the year ended December 31, 2002.

For the year ended December 31, 2002, percentage rents decreased $372,000 to $1.1 million, as compared to $1.4 million for the twelve months ended December 31, 2001. The decrease is the result of tenant changes associated with redevelopment projects and our efforts to convert percentage rent to higher minimum rent when renewing leases. Fees and management income decreased $958,000, or 38.6%, to $1.5 million in 2002 from $2.5 million for 2001. The decrease was primarily the result of lower development and acquisition fees in 2002 when compared to 2001.

Total expenses increased 4.6%, or $3.5 million, for the year ended December 31, 2002. Real estate taxes and recoverable operating expenses increased $2.1 million, depreciation and amortization increased $820,000 and general and administrative expenses increased $496,000.

Depreciation and amortization expense increased $820,000 or 4.9% for the year ended December 31, 2002. The increase is primarily due to acquisitions made during 2002.

General and administrative expenses were $8.8 million and represented 9.7% of total revenue for the year ended December 31, 2002, as compared to $8.3 million and 9.2% of total revenue for the same period in 2001. The increase is attributable to $1.2 million expense related to Michigan Single Business Tax for the years ended December 31, 2001, 2000 and 1999. In 1995, the State of Michigan changed the method of computing the capital acquisition deduction for multi-state taxpayers. The change in the law has been vigorously challenged in the courts by a number of taxpayers. In January 2003, we were informed that the Michigan Supreme Court elected not to review the appellate courts decision that overturned a favorable lower court ruling in favor of a taxpayer. Since we previously paid the additional tax for the above-mentioned years and filed a protective claim requesting a refund, we recorded a receivable from the State of Michigan. As a result of the Michigan Supreme Court’s decision not to hear the case, we reversed the receivable and recognized an expense in 2002.

Interest expense increased 0.4%, or $97,000, for the year ended December 31, 2002. The summary below identifies the increase by its various components (dollars in thousands).

Income from discontinued operations, which consists of operating income for Hickory Corners shopping center, decreased $530,000, or 73.0% when compared to the year ended December 31, 2001. This center was sold on April 10, 2002, and therefore, only three months of operating income was included in 2002, compared to twelve months of operating income included in the year ended December 31, 2001. The sale of Hickory Corners resulted in a gain on sale of property of approximately $2.2 million, net of minority interest.

During the year ended December 31, 2001, we completed $29.0 million in asset sales and recognized net gains of $5.6 million. The sales of properties included White Lake MarketPlace and Athens Town Center, as well as the sales of four parcels of land. For sales entered into prior to January 1, 2002, the sales of properties are not accounted for as discontinued operations.

Total revenue increased 2.7% or $2.4 million to $89.5 million for the year ended December 31, 2001 as compared to $87.1 million for the year ended December 31, 2000.

For purposes of comparison between the years ended December 31, 2001 and 2000, “Same Center” refers to the shopping center properties owned as of January 1, 2000. Dispositions include the sale of White Lake MarketPlace and Athens Town Center that occurred in 2001. The results of operations for these two properties have been included as dispositions in the following tables.

Minimum rents increased 1.2%, or $722,000 for the year ended December 31, 2001. The sale of two properties in 2001 resulted in a reduction of $2.5 million in minimum rents offset by a $3.2 million increase in minimum rents in our portfolio when compared to 2000.

Recoveries from tenants decreased 2.6%, or $609,000 for the year ended December 31, 2001. The overall recovery ratio was 95.3% for the year ended December 31, 2001, compared to 97.3% for the year ended December 31, 2000. The decline in this ratio is a result of decreased occupancy during redevelopment of four shopping centers and the sale of White Lake MarketPlace and Athens Town Center in 2001. The following two tables include recovery revenue and related expenses that comprise the recovery ratio.

Recoverable operating expenses, including real estate taxes decreased 0.4%, or $107,000 for the year ended December 31, 2001.

In January 2001, we sold White Lake MarketPlace to Pontiac Mall Limited Partnership for cash of $20.2 million, resulting in a gain on sale of approximately $5.3 million. Various executive officers/trustees of the Company are partners in that partnership. The property was offered for sale, utilizing the services of a national real estate brokerage firm, and we accepted the highest offer from an unrelated party. Subsequently the buyer cancelled the agreement. Pontiac Mall Limited Partnership presented a comparable offer, which resulted in more favorable economic benefits to us. The sale of the property was entered into upon the unanimous approval of the independent members of our Board of Trustees.

Since January 1, 2001, Ramco-Gershenson, Inc. (“Ramco”), our management company providing property management services to us and to other entities, has been consolidated in our financial statements. As of January 1, 2001, Ramco elected to be a taxable real estate investment trust subsidiary for federal income tax purposes. In conjunction with the tax election, we entered into an option agreement to purchase the remaining voting common stock of Ramco, which we exercised. In prior years this entity was accounted for using the equity method of accounting. Fees and management income earned by Ramco contributed $2.5 million to the increase in revenue for the year ended December 31, 2001.

For the year ended December 31, 2001, percentage rents decreased $303,000 to $1.4 million, as compared to $1.7 million for the twelve months ended December 31, 2000. The decrease is the result of tenant changes associated with redevelopment projects and our efforts to convert percentage rent to higher minimum rent when renewing leases.

Total expenses for the year ended December 31, 2001 increased 4.1%, or $3.1 million to $77.2 million, compared to $74.2 million for the year ended December 31, 2000. The increase was due to a $1.8 million increase in depreciation and amortization expense and a $2.8 million increase in general and administrative expenses. The increase was offset by a $107,000 decrease in total recoverable expenses, including real estate taxes and a $1.4 million decrease in interest expense.

Depreciation and amortization expense increased 11.9%, or $1.8 million to $16.8 million in 2001. The increase is primarily due to the redevelopment projects completed during 2001 and amortization of leasing commissions and financing costs. The consolidation of Ramco in 2001 contributed $299,000 to the increase.

General and administrative expenses were $8.3 million and represented 9.3% of total revenue for the year ended December 31, 2001, as compared to $5.5 million and 6.3% of total revenue for the same period in 2000. The $2.8 million increase is principally attributable to consolidating Ramco in our financial statements in 2001. Fee and management income of $2.5 million included in total revenue for the year ended December 31, 2001, were offset against our management fee paid to Ramco prior to 2001.

Interest expense decreased 5.1%, or $1.4 million for the year ended December 31, 2001. The summary below identifies the increase by its various components (dollars in thousands).

Earnings from unconsolidated entities increased $615,000 from $198,000 in 2000 to $813,000 for the year ended December 31, 2001. Our share of Rossford Development LLC’s income increased from $24,000 in 2000 to $262,000 in 2001. The two joint ventures we invested in during 2001 contributed $15,000 to the increase. In addition, depreciation and amortization expense arising from our net basis in the unconsolidated entities’ assets decreased by $148,000 from $267,000 in 2000 to $119,000 for the year ended December 31, 2001.

Our capital structure at December 31, 2002, includes property-specific mortgages, an Unsecured Revolving Credit Facility loan, the Secured Revolving Credit Facility, our Series B Preferred Shares, our Common Shares and a minority interest in the Operating Partnership.

The principal uses of our liquidity and capital resources are for acquisitions, development, redevelopment, including expansion and renovation programs and debt repayment, as well as dividend payments in accordance with REIT requirements. We anticipate that cash on hand, borrowings under our existing credit facility, as well as other debt and equity alternatives, will provide the necessary capital to achieve continued growth.

To maintain our qualification as a real estate investment trust under the Internal Revenue Code of 1986, as amended (the “Code”), we are required to distribute to our shareholders at least 90% of our “Real Estate Investment Trust Taxable Income” as defined in the Code. We satisfied the REIT requirement with declared common and preferred share dividends of $23.2 million in 2002, $20.2 million in 2001 and $20.4 million in 2000.

The following are our contractual cash obligations as of December 31, 2002 (dollars in thousands):

At December 31, 2002, our market capitalization amounted to $749.0 million. Market capitalization consisted of $423.2 million of debt, $25.6 million of Series B Preferred Shares, and $300.2 million of market equity of Common Shares and Operating Partnership Units. Our debt to total market capitalization was 56.5% at December 31, 2002, as compared to 64.2% at December 31, 2001. Our outstanding debt at December 31, 2002, had a weighted average interest rate of 6.7%, and consisted of $335.9 million of fixed rate debt and $87.4 million of variable rate debt.

Effective December 2002, we renewed our Secured Revolving Credit Facility, increasing the maximum available borrowings from $110.0 million to $125.0 million, and we extended the maturity due date to December 2005. At our option, we can increase the available amount of borrowings by $25.0 million to $150.0 million. The interest rate is at LIBOR plus a margin of 150 to 200 basis points, depending on certain of our leverage ratios. The Credit Facility is secured by mortgages on various properties and contains financial covenants relating to liabilities-to-assets ratios, minimum operating coverage ratios and a minimum equity value. As of December 31, 2002, we were in compliance with the covenant terms.

We also amended our unsecured loan in December 2002. We increased our ability to borrow up to $40.0 million, due December 2005. At our option, we can increase the available amount of the Unsecured Revolving Credit Facility borrowings by $10.0 million to $50.0 million. The interest rate is at LIBOR plus a margin of 325 to 375 basis points, depending on certain of our leverage ratios.

Outstanding letters of credit issued under the Credit Facility amounted to $2.0 million at December 31, 2002.

Under terms of various debt agreements, we are required to maintain interest rate swap agreements to reduce the impact of changes in interest rate on our floating rate debt. We have six interest rate swap agreements with an aggregate notional amount of $85.0 million at December 31, 2002. Based on rates in effect at December 31, 2002, the agreements provide for fixed rates ranging from 6.7% to 8.0% (at LIBOR plus 175 basis points) and expire at various dates through March 2004. We are exposed to credit loss in the event of non-performance by the counter party to the interest rate swap agreements; however we do not anticipate non-performance by the counter party.

After taking into account the impact of converting our variable rate debt into fixed rate debt by use of the interest rate swap agreements, at December 31, 2002, our variable rate debt accounted for approximately $87.4 million of outstanding debt with a weighted average interest rate of 3.7%. Variable rate debt accounted for approximately 20.7% of our total debt and 11.7% of our total market capitalization.

The properties in which Ramco-Gershenson Properties, L.P. (the “Operating Partnership”), owns an interest and which we account for using the equity method of accounting are subject to non-recourse mortgage indebtedness. At December 31, 2002, the pro rata share of non-recourse mortgage debt of these properties held by unconsolidated entities was $20.4 million with a weighted average interest rate of 6.3%.

The mortgage loans (other than our Secured Revolving Credit Facility) encumbering our properties, including properties held by our unconsolidated joint ventures, are generally non-recourse, subject to certain exceptions for which we would be liable for any resulting losses incurred by the lender. These exceptions vary from loan to loan but generally include fraud or a material misrepresentation, misstatement or omission by the borrower, intentional or grossly negligent conduct by the borrower that harms the property or results in a loss to the lender, filing of bankruptcy petition by the borrower, either directly or indirectly, and certain environmental liabilities. In addition, upon the occurrence of certain of such events, such as fraud or filing of a bankruptcy petition by the borrower, we would be liable for the entire outstanding balance of the loan, all interest accrued thereon and certain other costs, penalties and expenses. At December 31, 2002, our unconsolidated joint venture entities had $91.5 million of debt outstanding, of which $20.4 million was our proportionate share.

On April 29, 2002, we issued 4.2 million Common Shares of beneficial interest in a public offering. On May 29, 2002, we issued an additional 630,000 Common Shares upon the exercise by the underwriter of their over-allotment option. We received total net proceeds of $77.7 million, based on an offering price of $17.50 per share. The net proceeds from the offering were used to redeem 1.2 million of our Series A Preferred Shares, purchase the equity interest of our joint venture partner in RPT/ INVEST, LLC and pay down amounts outstanding under our Revolving Credit Facility.

As a result of this offering, the remaining 200,000 of our Series A Preferred Shares automatically converted into 286,537 common shares on April 29, 2002.

On November 12, 2002, we issued 1.0 million shares of 9.5% Series B Cumulative Redeemable Preferred Shares. We received total net proceeds of $23.8 million based on an offering price of $25.00 per share. The net proceeds from this offering were used to purchase the equity interest of our joint venture partners in Rossford Development LLC and in East Town Plaza shopping center. A portion of the proceeds from this offering were used to purchase the fee interest in a parcel of property adjacent to our Naples, Florida shopping center.

At December 31, 2002, the minority interest in the Operating Partnership represented a 19.3% ownership in the Operating Partnership which may, under certain conditions, be exchanged for 2,931,062 Common Shares. As of December 31, 2002, Operating Partnership Units (“OP Units”) issued were exchangeable for our Common Shares on a one-for-one basis. We, as sole general partner of the Operating Partnership, have the option, but not the obligation, to settle exchanged OP Units in cash based on the current trading price of our Common Shares. Assuming the exchange of all limited partnership interests in the Operating Partnership, there would have been 15,199,153 of our common shares outstanding at December 31, 2002, with a market value of approximately $300.2 million at December 31, 2002 (based on the closing price of $19.75 per share on December 31, 2002).

We have historically funded, and may continue to fund, some of our acquisition and development activities by entering into joint venture transactions with third parties in which we own 50% or less of the joint venture entity.

As part of our business plan to improve our capital structure and reduce debt, we will continue to pursue the strategy of selling fully-valued properties and to dispose of shopping centers that no longer meet the criteria established for our portfolio. Our ability to obtain acceptable selling prices and satisfactory terms will impact the timing of future sales. Net proceeds from the sale of properties are expected to reduce outstanding debt.

We anticipate that the combination of the availability under the Secured Revolving Credit Facility, the Unsecured Revolving Credit Facility, possible equity offerings, the sale of existing properties, and potential new debt will satisfy our expected working capital requirements through at least the next 12 months. We anticipate adequate liquidity for the foreseeable future to fund future developments, expansions, repositionings, and to continue currently planned capital programs, and to make distributions to our shareholders in accordance with the Code’s requirements applicable to REITs. Although we believe that the combination of factors discussed above will provide sufficient liquidity, no such assurance can be given.

The retail industry has experienced some financial difficulties during the past few years and certain local, regional and national retailers have filed for protection under bankruptcy laws. If this trend should continue, our future earnings performance could be negatively impacted.

We are exposured to interest rate risk on our variable rate debt obligations. We are not subject to any foreign currency exchange rate risk or commodity price risk, or other material market rate or price risks. Based on our debt and interest rates and the interest rate swap agreements in effect at December 31, 2002, a 100 basis point change in interest rates would affect our earnings and cash flows by approximately $774,000.

The economic performance and value of our real estate assets are subject to all the risks associated with owning and operating real estate, including risks related to adverse changes in national, regional and local economic and market conditions. Our current properties are located in 12 states in the midwestern, southeastern and mid-Atlantic regions of the United States. The economic condition of each of our markets may be dependent on one or more industries. An economic downturn in one of these industries may result in a business downturn for our tenants, and as a result, these tenants may fail to make rental payments, decline to extend leases upon expiration, delay lease commencements or declare bankruptcy.

Any tenant bankruptcies, leasing delays, or failure to make rental payments when due could result in the termination of the tenant’s lease, causing material losses to us and adversely impacting our operating results. If our properties do not generate sufficient income to meet our operating expenses, including future debt service, our income and results of operations would be adversely affected. Kmart Corporation filed for Chapter 11 bankruptcy protection during January 2002. Kmart is our second largest tenant (based on the percentage of our total annualized base rent) and leases seven locations with a total annualized base rent at December 31, 2002 of approximately $3.2 million. On March 8, 2002, Kmart announced its intention to close 284 stores, including three stores leased from us. On June 30, 2002, we entered into a termination agreement for one of the locations for redevelopment purposes. Designation rights for the other two locations were purchased by a third party. Of those two, one has been assumed and assigned to Burlington Coat Factory without impact of monetary lease obligations and the other will expire on its own terms in April 2003. On January 14, 2003, Kmart announced its intention to close an additional 326 stores, including one store leased from us at our Tel-Twelve shopping center. Kmart will continue to be lease obligated for this location unless Kmart rejects the lease as part of its bankruptcy proceedings. If the Tel-Twelve lease is rejected, the collectibility of straight line rent receivable in the amount of $2.9 million is unlikely, and could result in an adverse effect on future results of operations.

Any bankruptcy filings by or relating to one of our tenants or a lease guarantor would bar all efforts by us to collect pre-bankruptcy debts from that tenant, the lease guarantor or their property, unless we receive an order permitting us to do so from the bankruptcy court. A tenant or lease guarantor bankruptcy could delay our efforts to collect past due balances under the relevant leases and could ultimately preclude full collection of these sums. If a lease is assumed by the tenant in bankruptcy, all pre-bankruptcy balances due under the lease must be paid to us in full. However, if a lease is rejected by a tenant in bankruptcy, we would have only a

general unsecured claim for damages. Any unsecured claim we hold may be paid only to the extent that funds are available and only in the same percentage as is paid to all other holders of unsecured claims. It is possible that we may recover substantially less than the full value of any unsecured claims we hold, if at all, which may adversely affect our operating results and financial condition.

Several of our tenants represent a significant portion of our leasing revenues. As of December 31, 2002, we received 7.5% of our annualized rent from Wal-Mart Stores, Inc. and 4.5% from Kmart Corporation. Six other tenants each represented at least 2.0% of our total annualized base rent. The concentration in our leasing revenue from a small number of tenants creates the risk that, should these tenants experience financial difficulties, our operating results could be adversely affected.

We are involved in various tax disputes with the Internal Revenue Service and may not be able to resolve these disputes on satisfactory terms.

We are involved in a dispute with the IRS that relates to its examination of our taxable years ended December 31, 1991, through 1995. During the third quarter of 1994, we held more than 25% of the value of our total assets in short-term Treasury Bill reverse repurchase agreements, which could be viewed as non-qualifying assets for purposes of determining whether we qualify to be taxed as a REIT. We requested that the IRS enter into a closing agreement with us that our ownership of the short-term Treasury Bill reverse repurchase agreements would not adversely affect our status as a REIT. The IRS deferred any action relating to this issue pending the further examination of our taxable years ended December 31, 1991 through 1994. As discussed below, the field examination has since been completed and the IRS has proposed to disqualify us as a REIT for our taxable year ended December 31, 1994, based on our ownership of the short-term Treasury Bill reverse repurchase agreements.

In connection with the incorporation and distribution of all of the shares of Atlantic Realty Trust in May 1996, we entered into a tax agreement with Atlantic under which Atlantic assumed all tax liability arising out of the IRS’ then ongoing examination, excluding any tax liability relating to any actions or events occurring, or any tax return position taken, after May 10, 1996, but including liabilities for interest, penalties, additions to tax and costs relating to covered taxes. In addition, the tax agreement provides that, to the extent any of our taxes which Atlantic is obligated to pay under the tax agreement can be avoided through the declaration of a “deficiency dividend” (that is, our declaration and payment of a distribution that is permitted to relate back to the year for which the IRS determines a deficiency in order to satisfy the requirement for REIT qualification that we distribute a certain minimum percentage of our “REIT taxable income” for such year), we will make, and Atlantic will reimburse us for the amount of, such deficiency dividend.

In addition to examining our taxable years ended December 31, 1991 through 1994, the IRS examined our taxable year ended December 31, 1995. Based on these examinations, the IRS has not only proposed to disqualify us as a REIT for our taxable year ended December 31, 1994, based on our ownership of the short-term Treasury Bill reverse repurchase agreements, as noted above, but has also proposed to adjust (increase) our “REIT taxable income” for the taxable years ended December 31, 1991, 1992, 1993, and 1995. If sustained, the adjustments proposed by the IRS to our “REIT taxable income” would, in and of themselves, disqualify us as a REIT for at least some of these years unless we were to pay a deficiency dividend for each of the taxable years for which we would otherwise be disqualified as a REIT as a result of having failed to distribute a sufficient amount of our taxable income. We are continuing to dispute these issues with the IRS through an administrative appeals procedure. In addition, the IRS is currently conducting an examination of our taxable years ended December 31, 1996 and 1997, and of our operating partnership for the taxable years ended December 31, 1997, 1998 and 1999.

Based on the second of two examination reports issued by the IRS, we could be liable for up to $58.8 million in combined taxes, penalties and interest through March 31, 2003. However, this examination report acknowledges (as does the initial examination report) that we can avoid disqualification as a REIT for certain of our examined tax years if we distribute a deficiency dividend to our shareholders. The distribution of a deficiency dividend would be deductible by us, thereby reducing our liability for federal income tax. Based on the second examination report, the proposed adjustments to our “REIT taxable income” would require us

If the IRS successfully challenges our status as a REIT for any taxable year, we will be able to re-elect REIT status commencing with the fifth succeeding taxable year (or possibly an earlier taxable year if we meet certain relief provisions of the Internal Revenue Code).

In the notes to the consolidated financial statements made part of Atlantic’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission for the quarter ended September 30, 2002, Atlantic has disclosed its liability for the tax deficiencies (and interest and penalties on the tax deficiencies) proposed to be assessed against us by the IRS for the taxable years ended December 31, 1991, through 1995, as reflected in each of the two examination reports issued by the IRS. We believe, but can provide no assurance, that Atlantic currently has sufficient assets to pay such tax deficiencies, interest and penalties. According to the quarterly report on Form 10-Q filed by Atlantic for its quarter ended September 30, 2002, Atlantic had net assets on September 30, 2002, of approximately $62.3 million (as determined pursuant to the liquidation basis of accounting). If the amount of tax, interest and penalties assessed against us ultimately exceeds the amounts proposed in each of the examination reports, however, because interest continues to accrue on the proposed tax deficiencies, or if additional tax deficiencies are proposed or for any other reason, then Atlantic may not have sufficient assets to reimburse us for all amounts we must pay to the IRS, and we would be required to pay the difference out of our own funds. Accordingly, the ultimate resolution of any controversy over tax liabilities covered by the above-described tax agreement may have a material adverse effect on our financial position, results of operation or cash flows, including if we are required to distribute deficiency dividends to our shareholders and/or pay additional taxes, interest and penalties to the IRS in amounts that exceed the value of Atlantic’s net assets. Moreover, the IRS may assess us with taxes that Atlantic is not required under the above-described tax agreement to pay, such as taxes arising from the recently-commenced examination of us for the taxable years ended December 31, 1996, and 1997, and of our operating partnership for the taxable years ended December 31, 1997, 1998 and 1999. There can be no assurance, therefore, that the IRS will not assess us with substantial taxes, interest and penalties which Atlantic cannot, is not required to, or otherwise does not pay.

Our failure to qualify as a REIT would result in higher taxes and reduced cash available for our shareholders.

We believe that we currently operate in a manner so as to qualify as a REIT for federal income tax purposes. If, however, we were to fail to qualify as a REIT in any taxable year, we would be subject to federal income tax, including any applicable alternative minimum tax, on our taxable income at regular corporate rates, and distributions to shareholders would not be deductible by us in computing our taxable income. Any such corporate tax liability could be substantial and would reduce the amount of cash available for distribution to our shareholders, which in turn could have an adverse impact on the value of, and trading prices for, our shares. Unless entitled to relief under certain Internal Revenue Code provisions, we also would be disqualified from taxation as a REIT for the four taxable years following the year during which we ceased to qualify as a REIT.

Ability to successfully identify or complete suitable acquisitions and new developments.

Integral to our business strategy is our ability to continue to acquire and develop properties. We also may not be successful in identifying suitable real estate properties that meet our acquisition criteria and are compatible with our growth strategy or in consummating acquisitions or investments on satisfactory terms. We may not be successful in identifying suitable areas for new development, negotiating for the acquisition of the land, obtaining required permits and authorizations, completing developments in accordance with our budgets and on a timely basis or leasing any newly-developed space. If we fail to identify or complete suitable acquisitions or developments within our budget, our financial condition and results of operations could be adversely affected and our growth could slow, which in turn could adversely impact our share price.

Our redevelopment projects may not yield anticipated returns, which would adversely affect our operating results.

A key component of our business strategy is exploring redevelopment opportunities at existing properties within our portfolio and in connection with property acquisitions. To the extent that we engage in these redevelopment activities, they will be subject to the risks normally associated with these projects, including, among others, cost overruns and timing delays as a result of the lack of availability of materials and labor, weather conditions and other factors outside of our control. Any substantial unanticipated delays or expenses could adversely affect the investment returns from these redevelopment projects and adversely impact our operating results.

We generally consider funds from operations, also known as “FFO,” an appropriate supplemental measure of our financial performance because it is predicated on cash flow analyses. We have adopted the most recent National Association of Real Estate Investment Trusts (“NAREIT”) definition of FFO, which was amended April 2002. Under the NAREIT definition, FFO represents income before minority interest, excluding extraordinary items, as defined under accounting principles generally accepted in the United States of America, gains on sales of depreciable property, plus real estate related depreciation and amortization (excluding amortization of financing costs), and after adjustments for unconsolidated partnerships and joint ventures. Our computation of FFO may, however, differ from the methodology for calculating FFO utilized by other real estate companies, and therefore, may not be comparable to these other real estate companies. FFO should not be considered an alternative to net income as an indication of our performance or to cash flows as a measure of liquidity or our ability to pay distributions.

FFO does not represent cash generated from operating activities in accordance with accounting principles generally accepted in the United States of America and should not be considered an alternative to net income as an indication of our performance or to cash flows from operating activities as measure of liquidity or our ability to pay distributions. Furthermore, while net income and cash generated from operating, investing and financing activities, determined in accordance with accounting principles generally accepted in the United States of America, consider capital expenditures which have been and will be incurred in the future, the calculations of FFO does not.

During 2002, we spent approximately $4,280 on revenue-generating capital expenditures including tenant allowances, leasing commissions paid to third-party brokers, legal costs relative to lease documents, and capitalized leasing and construction costs. These types of costs generate a return through rents from tenants over the term of their leases. Revenue-enhancing capital expenditures, including expansions, renovations and repositionings were approximately $27,704. Revenue neutral capital expenditures, such as roof and parking lot repairs which are anticipated to be recovered from tenants, amounted to approximately $180.

Substantially all of our long-term leases contain provisions designed to mitigate the adverse impact of inflation. Such provisions include clauses enabling us to receive percentage rent based on tenants’ gross sales, which usually increase as prices rise, and/or, in certain cases, escalation clauses, which generally increase rental rates during the term of the leases. A substantial number of our leases require the tenants to pay their

In June 2001, The Financial Accounting Standards Board, also known as FASB, issued Statement of Financial Accounting Standard No. 141 “Business Combinations” (“SFAS 141”). This statement requires that the purchase method of accounting be used for all business combinations and the separate allocation of purchase price to intangible assets, including leases, if specific criteria are met. The provisions of this SFAS are required for all business combinations initiated after June 30, 2001. This statement prohibits the use of the pooling of interest method of accounting for business combinations. The adoption of SFAS 141 did not have a material impact on our consolidated financial statements, but it may have an impact in future years.

The FASB issued Statement of Financial Accounting Standard No. 142 “Goodwill and Other Intangible Assets” (“SFAS 142”) in June 2001. This statement changes the accounting for the amortization of goodwill and other intangible assets acquired in a business combination from an amortization method to an impairment-only method. The implementation of this statement requires the use of significant judgment to determine how to measure the fair value of intangible assets. Effective January 1, 2002, we adopted SFAS 142. The adoption of this statement did not have a material impact on our consolidated financial statements.

Effective January 1, 2002, we adopted Statement of Financial Accounting Standard No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS 144”). This statement supersedes SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of.” SFAS 144 requires an impairment loss to be recognized if the carrying amount of a long-lived asset is not recoverable and exceeds its fair value. This statement requires the use of one of two present value techniques to measure the fair value of an asset. In addition, this statement requires us to account for the sale of shopping centers as discontinued operations and not as part of our ongoing operations. The adoption of SFAS 144 resulted in reporting the operating results of a shopping center and the gain on sale of a shopping center in discontinued operations for all periods presented in the consolidated statements of income. Using our best estimates based on reasonable and supportable assumptions and projections, we review for impairment such long-lives assets whenever events or changes in circumstances indicate that the carrying amount of these assets might not be recoverable and no material impairment occurred since we adopted this pronouncement.

In April 2002, the FASB issued Statement of Financial Accounting Standard No. 145 “Rescission of FASB Statement No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections” which eliminates the requirement to report gains and losses from extinguishment of debt as extraordinary unless they meet the criteria of APB Opinion 30. This Statement also amends other existing pronouncements to make various technical corrections, clarify meanings, or describe their applicability under changed conditions. This Statement is effective for the year ending December 31, 2003. We do not expect this pronouncement to have a material impact on our consolidated financial statements.

In June 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities” (“SFAS 146”) which improves financial accounting and reporting for costs associated with exit or disposal activities. SFAS 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. SFAS 146 also establishes that fair value is the objective for initial measurement of the liability. This statement is effective for years beginning after December 31, 2002. We do not expect the provisions of SFAS 146 to have a material impact on our consolidated financial statements.

method of accounting for stock-based compensation from the intrinsic value method to the fair value method. However, we adopted the disclosure provisions of SFAS 148 as of December 31, 2002. The adoption expanded our disclosure of stock-based compensation, but did not impact our consolidated financial statements.

In November 2002, the FASB issued FASB Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others,” (“Interpretation 45”). This interpretation expands the disclosure to be made by a guarantor in its financial statements about its obligations under certain guarantees that it has issued. Interpretation 45 also clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for its fair value of the obligation undertaken in issuing the guarantee. Interpretation 45 is effective for guarantees issued or modified after December 31, 2002. We do not expect the provisions of Interpretation 45 will have a material impact on our consolidated financial statements.

In January 2003, the FASB issued FASB Interpretation No. 46 (“FIN 46”), “Consolidation of Variable Interest Entities.” The objective of this Interpretation is to provide guidance on how to identify a variable interest entity (“VIE”) and determine when the assets, liabilities, non-controlling interests, and results of operations of a VIE need to be included in a company’s consolidated financial statements. A company that holds variable interests in an entity will need to consolidate the entity if the company’s interest in the VIE is such that the company will absorb a majority of the VIE’s expected losses and/or receive a majority of the entity’s expected residual returns, if they occur. FIN 46 also requires additional disclosure by primary beneficiaries and other significant variable interest holders. The disclosure provisions of this Interpretation become effective upon issuance. The consolidated requirements of FIN 46 apply immediately to variable interest entities created after January 31, 2003 and in the fiscal year or interim period beginning after June 15, 2003 to existing variable interest entities.

We are currently in the process of evaluating all of our joint venture relationships which are described in Note 9 in order to determine whether the entities are variable interest entities and whether we are considered to be the primary beneficiary or whether we hold a significant variable interest.

The information required by this Item is included in this report at Item 7 under the caption “Liquidity and Capital Resources” and “Sensitivity Analysis‘.

The following consolidated financial statements of Ramco-Gershenson Properties Trust were prepared by management, which is responsible for their integrity and objectivity. The statements have been prepared in conformity with accounting principles generally accepted in the United States of America and, as such, include amounts based on the judgment of management.

Management is further responsible for maintaining internal control designed to provide reasonable assurance that the books and records reflect the transactions of Ramco-Gershenson Properties Trust and that established policies and procedures are carefully followed. From a shareholder’s point of view, perhaps the most important feature in a strong program of internal control is that it is continually reviewed for effectiveness and is augmented by written policies and guidelines, including the careful selection and training of qualified personnel.

Deloitte & Touche LLP, an independent audit firm, is engaged to audit the consolidated financial statements of Ramco-Gershenson Properties Trust and issue reports thereon. The audit is conducted in accordance with auditing standards generally accepted in the United States of America that comprehend the consideration of internal control and tests of transactions to the extent necessary to form an independent opinion on the consolidated financial statements prepared by management. The independent auditors’ report follows this report.

The Board of Trustees, through the Audit Committee (composed entirely of independent Trustees) is responsible for assuring that management fulfills its responsibilities in preparation of the consolidated financial statements. The Audit Committee selects the independent auditors (subject to shareholder ratification) and reviews the scope of the audits and the accounting principles being applied in financial reporting. The independent auditors and representatives of management meet regularly (separately and jointly) with the Audit Committee to review the activities of each, to ensure that each is properly discharging its responsibilities, to review any significant findings or recommendations, and to assess the effectiveness of internal controls. Each quarter, the Audit Committee meets with management and privately with the independent auditors in advance of the public release of operating results, and filing of annual and quarterly reports with the Securities and Exchange Commission. It is management’s conclusion that internal controls at December 31, 2002 provide reasonable assurance that the books and records reflect the transactions of Ramco-Gershenson Properties Trust and that the businesses comply with established policies and procedures. To ensure complete independence, Deloitte & Touche LLP has full and free access to meet with the Audit Committee, without management representatives present, to discuss the results of the audit, the adequacy of internal control, and the quality of financial reporting.

The information required by this item is incorporated herein by reference to our definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the year covered by this Annual Report on Form 10-K with respect to our annual meeting of shareholders to be held on June 12, 2003.

We have entered into employment agreements with Dennis Gershenson and Richard Gershenson, our President and Chief Executive Officer, and Executive Vice President and Secretary, respectively, which agreements each had an initial period of three years commencing on May 10, 1996, subject to automatic one year extensions thereafter, provided our Board of Trustees has considered the extension of such term not more than 90 days nor less than 30 days prior to the expiration of the term. Each of these employment agreements has been automatically extended through May 9, 2003. Pursuant to such agreements, each officer receives an annual base salary and such other fringe benefits and perquisites as are generally made available to our management employees. In addition to base salary, the officers receive annual performance-based compensation as determined by our Compensation Committee, but not less than a specified percentage of the increase in our funds from operation for the prior year.

These employment agreements provide for certain severance payments in the event of death or disability. In addition, each of the agreements provides that if the officer is terminated without cause or he terminates his employment for “good reason” (as defined below), he will be entitled to receive a severance payment equal to 1.99 times the “base amount” (as defined in the Internal Revenue Code of 1986, as amended) and, for the duration of the term, those fringe benefits provided for under such agreement. “Good reason” includes diminution in authority, change of location, fewer than two of Messrs. Joel Gershenson, Dennis Gershenson, Richard Gershenson, Bruce Gershenson and Michael Ward (collectively, the “Ramco Principals”) serving as members of our Board of Trustees or the Ramco Principals constituting less than 20% of the members of our board, and a “change of control.” A change of control will occur if any person or group of commonly controlled persons other than the Ramco Principals or their affiliates owns or controls, directly or indirectly, more than 25% of the voting control or value of the capital stock (or securities convertible or exchangeable therefore) of our company.

The employment agreements provide that Dennis Gershenson and Richard Gershenson will conduct all of their real estate ownership, acquisition, management and development activities (other than certain limited activities relating to their existing fast food franchise and other businesses and activities relating to certain excluded assets) through our company. In connection therewith, these officers have agreed to offer to us real estate opportunities of which they become aware (other than opportunities relating to certain excluded assets).

The employment agreements also provide that we will indemnify each officer to the fullest extent permitted by law, and will advance to such executive officer all related expenses, subject to reimbursement if it is subsequently determined that indemnification is not permitted.

We also entered into five year employment agreements as of April 16, 2001 with each of Messrs. Joel Gershenson, Bruce Gershenson and Michael Ward, our Chairman, Executive Vice President and Treasurer, and Executive Vice President and Chief Operating Officer, respectively. These agreements provide for a reduction in duties and salaries for these officers over the term of the agreements. Pursuant to these

agreements, each officer receives a base salary of $100,000 for the first year, $75,000 for the second year, $50,000 for the third year and $35,000 for each of the fourth and fifth years. The agreements provide that each officer will devote up to 600 hours to us during the first year, up to 400 hours during the second year and up to 200 hours during the third year, and each officer will only devote time to us during the fourth and fifth years as a member of our Advisory Committee. Our Advisory Committee consists of the Ramco Principals and meets at least once per quarter. If an officer is requested to devote additional hours to us above the commitments stated above, we will pay him additional compensation of $300 per hour. The agreements provide that Bruce Gershenson and Michael Ward will relinquish the titles of Treasurer and Chief Operating Officer, respectively, at our request.

In addition to his base salary, each officer will receive such fringe benefits and perquisites (other than any pension, profit-sharing, stock option or similar plan or program) as are generally made available from time to time to our management employees and executives. If we do not extend medical benefits to these officers at the end of the term of their employment agreements, the agreements provide that we will compensate each officer for the cost of obtaining medical benefits for life, up to a total cost of $30,000 for each year that the officer is employed with us pursuant to the agreement.

These employment agreements provide for certain severance payments in the event of death or disability. In addition, each of the agreements provides that if the officer is terminated without cause or he terminates his employment for “good reason” (as defined below), he will be entitled to receive a severance payment equal to the greater of (a) all compensation due to the officer through the end of the term of his employment agreement or (b) 1.99 times the “base amount” (as defined in the Internal Revenue Code of 1986, as amended) and continuation of the medical benefits provided for under the agreement. “Good reason” includes diminution in status, change of location, fewer than two of the Ramco Principals serving as members of our Board of Trustees or the Ramco Principals constituting less than 10% of the members of our board (provided that the Ramco Principals own shares and units of our operating partnership convertible into shares equal to more than 15% of our outstanding shares), and a “change of control” (using the same definition as the agreements with Dennis Gershenson and Richard Gershenson).

The employment agreements provide that the officers will not compete with us in the States of Michigan and Florida and the greater Toledo, Ohio area during the first year of the agreements. During the second and third years, the officers may compete with us but have agreed to offer us a right of first refusal for any retail development greater than 75,000 square feet anchored by a supermarket or including a major retailer in excess of 50,000 square feet. During the fourth and fifth years, the officers may compete with us without restriction.

The other information required by this item is incorporated herein by reference to our definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the year covered by this Annual Report on Form 10-K with respect to our annual meeting of shareholders to be held on June 12, 2003.

Our principal executive officer and principal financial officer have within 90 days of the filing of this annual report, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934, as amended) and have determined that such disclosure controls and procedures are adequate. There have been no significant changes in our internal controls or in other factors that could significantly affect our internal controls since the date of evaluation. We do not believe any significant deficiencies or material weaknesses exist in our internal controls. Accordingly, no corrective actions have been taken.

15(a)(1) Financial Statements of Ramco-Gershenson Properties Trust and the Independent Auditors’ Report thereon are filed with this report:

The following financial statements of Ramco-Gershenson Properties Trust and the Independent Auditors’ Report thereon are filed with this report:

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of registrant and in the capacities and on the dates indicated.

1. I have reviewed this annual report on Form 10-K of Ramco-Gershenson Properties Trust;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


	a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

	b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and

	c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of trustees (or persons performing the equivalent function):


	a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

	b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officer and I have indicated in the annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluations, including any corrective actions with regard to significant deficiencies and material weaknesses.


	/s/ DENNIS E. GERSHENSON

	Dennis E. Gershenson
	President and Chief Executive Officer

1. I have reviewed this annual report on Form 10-K of Ramco-Gershenson Properties Trust;


	a. designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

	b. evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and

	c. presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;


	a. all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

	b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

We have audited the accompanying consolidated balance sheets of Ramco-Gershenson Properties Trust and subsidiaries as of December 31, 2002 and 2001, and the related consolidated statements of income and comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2002. Our audits also included the financial statement schedule listed in the Index at Item 15. These consolidated financial statements and the financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Ramco-Gershenson Properties Trust and subsidiaries as of December 31, 2002 and 2001, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2002 in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

As discussed in Note 3 to the consolidated financial statements, in 2002 the Company changed its method of accounting for the impairment and disposal of long-lived assets to conform to Statement of Financial Accounting Standard No. 144. Also, as discussed in Note 3 to the consolidated financial statements, in 2001, the Company changed its method of accounting for derivative instruments and hedging activities to conform to Statement of Financial Accounting Standards No. 133, as amended or interpreted.

We are engaged in the business of owning, developing, acquiring, managing and leasing community shopping centers, regional malls and single tenant retail properties. At December 31, 2002, we had a portfolio of 59 shopping centers, with more than 11,400,000 square feet of gross leasable area, located in the midwestern, southeastern and mid-Atlantic regions of the United States. Our centers are usually anchored by discount department stores or supermarkets and the tenant base consists primarily of national and regional retail chains and local retailers. Our credit risk, therefore, is concentrated in the retail industry.

The economic performance and value of our real estate assets are subject to all the risks associated with owning and operating real estate, including risks related to adverse changes in national, regional and local economic and market conditions. The economic condition of each of our markets may be dependent on one or more industries. An economic downturn in one of these industries may result in a business downturn for our tenants, and as a result, these tenants may fail to make rental payments, decline to extend leases upon expiration, delay lease commencements or declare bankruptcy.

Any tenant bankruptcies, leasing delays, or failure to make rental payments when due could result in the termination of the tenant’s lease, causing material losses to us and adversely impacting our operating results. If our properties do not generate sufficient income to meet our operating expenses, including future debt service, our income and results of operations would be adversely affected. Kmart Corporation filed for Chapter 11 bankruptcy protection during January 2002. Kmart is our second largest tenant (based on the percentage of our total annualized base rent) and leases seven locations with a total annualized base rent at December 31, 2002 of approximately $3,207. On March 8, 2002, Kmart announced its intention to close 284 stores, including three stores leased from us. On June 30, 2002, we entered into a termination agreement for one of the locations for redevelopment purposes. Designation rights for the other two locations were purchased by a third party. Of those two, one has been assumed and assigned to Burlington Coat Factory without impact to monetary lease obligations and the other will expire on its own terms in April 2003. On January 14, 2003, Kmart announced its intention to close an additional 326 stores, including one store leased from us at our Tel-Twelve shopping center. Kmart will continue to be lease obligated for this location unless Kmart rejects the lease as part of its bankruptcy proceedings. If the Tel-Twelve lease is rejected, the collectibility of straight line rent receivable in the amount of $2,900 is unlikely, and could result in an adverse effect on future results of operations.

Revenues from our largest tenant, Wal-Mart, amounted to 7.5%, 8.7% and 9.2% of our annualized base rent for the years ended December 31, 2002, 2001 and 2000, respectively.

Principles of Consolidation — The consolidated financial statements include the accounts of the Company and our majority owned subsidiary, the Operating Partnership, Ramco-Gershenson Properties, L.P. (80.7% owned by us at December 31, 2002 and 70.7% at December 31, 2001), our wholly owned subsidiary, Ramco Properties Associates Limited Partnership, a financing subsidiary and Ramco-Gershenson, Inc, our management company. See Note 4 to the Consolidated Financial Statements. Investments in real estate joint ventures for which we have the ability to exercise significant influence over, but we do not have financial or operating control, are accounted for using the equity method of accounting. Accordingly, our share of the earnings of these joint ventures our included in consolidated net income. All significant intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the

date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition — Shopping center space is generally leased to retail tenants under leases which are accounted for as operating leases. We recognize minimum rents on the straight-line method over the terms of the leases, as required under Statement of Financial Accounting Standard No. 13. Certain of the leases also provide for additional revenue based on contingent percentage income and is recorded on an accrual basis once the specified target that triggers this type of income is achieved. The leases also typically provide for tenant recoveries of common area maintenance, real estate taxes and other operating expenses. These recoveries are recognized as revenue in the period the applicable costs are incurred.

Straight line rental income was greater than the current amount required to be paid by our tenants by $2,848, $2,135 and $3,383 for the years ended December 31, 2002, 2001 and 2000, respectively.

Cash and Cash Equivalents — We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Income Tax Status — We conduct our operations with the intent of meeting the requirements applicable to a real estate investment trust (“REIT”) under Sections 856 through 860 of the Internal Revenue Code of 1986 as amended, also known as the Code. In order to maintain qualification as a real estate investment trust, the REIT is also required to distribute annually at least a minimum percentage (90% for tax years beginning after December 31, 2000, and 95% for earlier tax years) of its REIT Taxable Income (as defined in the Internal Revenue Code) to its shareholders. As a real estate investment trust, the REIT will generally not be liable for federal corporate income taxes. Thus, no provision for federal income taxes has been included in the accompanying financial statements.

Real Estate — We record real estate assets at the lower of cost or fair value if impaired. Costs incurred for the acquisition, development and construction of properties are capitalized. For redevelopment of an existing operating property, the undepreciated net book value plus the cost for the construction (including demolition costs) incurred in connection with the redevelopment are capitalized to the extent such costs do not exceed the estimated fair value when complete. To the extent such costs exceed the estimated fair value of such property, the excess would be charged to expense.

We evaluate the recoverability of our investment in real estate whenever events or changes in circumstances indicate that the carrying amount of an asset may be impaired. Our assessment of recoverability of our real estate assets includes, but is not limited to, recent operating results, expected net operating cash flow and our plans for future operations. For the years ended, December 31, 2002, 2001 and 2000, none of our assets were considered impaired.

Depreciation is computed using the straight-line method and estimated useful lives for buildings and improvements of 40 years and equipment and fixtures of 5 to 10 years. Expenditures for improvements and construction allowances paid to tenants are capitalized and amortized over the remaining life of the initial terms of each lease. Expenditures for normal, recurring, or periodic maintenance and planned major maintenance activities are charged to expense when incurred. Renovations which improve or extend the life of the asset are capitalized.

Other Assets — Other assets consist primarily of prepaid expenses, proposed development and acquisition costs, and financing and leasing costs which are amortized using the straight-line method over the terms of the respective agreements. Using our best estimates based on reasonable and supportable assumptions and projections, we review for impairment such assets whenever events or changes in circumstances indicate that the carrying amount of these assets might not be recoverable.

Derivative Financial Instruments — In managing interest rate exposure on certain floating rate debt, we at times enter into interest rate protection agreements. We do not utilize these arrangements for trading or speculative purposes. The differential between fixed and variable rates to be paid or received is accrued, as interest rates change, and recognized currently in the Consolidated Statement of Income. We are exposed to credit loss in the event of non-performance by the counter party to the interest rate swap agreements, however, we do not anticipate non-performance by the counter party.

Stock-Based Compensation — We have two stock-based compensation plans, which are described more fully in Note 17 to the consolidated financial statements. We account for these plans under the recognition and measurement principles of APB Opinion No. 25, “Accounting for Stock Issued to Employees” and related interpretations. No stock-based employee compensation cost is reflected in net income, as all options granted under the two plans had an exercise price equal to the market value of the underlying common shares on the date of grant.

Reclassification — Certain reclassifications have been made to the 2001 financial statements to conform to the 2002 presentation.

Effective January 1, 2002, we adopted Statement of Financial Accounting Standard No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS 144”). This statement supersedes SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of.” SFAS 144 requires an impairment loss to be recognized if the carrying amount of a long-lived asset is not recoverable and exceeds its fair value. This statement requires the use of one of two present value techniques to measure the fair value of an asset. In addition, this statement requires us to account for the sale of shopping centers in discontinued operations and not as part of our ongoing operations. The adoption of SFAS 144 resulted in reporting the operating results of a shopping center and the gain on sale of a shopping center as discontinued operations for all periods presented in the consolidated statements of income. Using our best estimates based on reasonable and supportable assumptions and projections, we review for impairment such long-lives assets whenever events or changes in circumstances indicate that the carrying amount of these assets might not be recoverable and no material impairment occurred since we adopted this pronouncement.

In December 2002, the FASB issued Statement of Financial Accounting Standards No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure” (“SFAS 148”) which amends FASB No. 123, “Accounting for Stock-Based Compensation.” This statement provided alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. SFAS 148 also amends the disclosure requirements of Statement No. 123 to require prominent disclosure in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. We elected not to change our method of accounting for stock-based compensation from the intrinsic value method to the fair value method. However, we adopted the disclosure provisions of SFAS 148 as of December 31, 2002. The adoption expanded our disclosure of stock-based compensation, but did not impact our financial position or results of operations.

In November 2002, the FASB issued FASB Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others,” (“FIN 45”). This interpretation expands the disclosure to be made by a guarantor in its financial statements about its obligations under certain guarantees that it has issued. Interpretation 45 also clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for its fair value of the obligation undertaken in issuing the guarantee. FIN 45 is effective for guarantees issued or modified after December 31, 2002. We do not expect the provisions of FIN 45 will have a material impact on our consolidated financial statements.

Through our operating partnership, Ramco-Gershenson Properties, L.P., we own 100% of the non-voting and voting common stock of Ramco-Gershenson, Inc. (“Ramco”), the management company which provides property management services to us and to other entities. We previously accounted for our investment in Ramco under the equity method. As of January 1, 2001, Ramco elected to be a taxable real estate investment trust subsidiary for federal income tax purposes. In conjunction with the tax election, we entered into an option agreement to purchase the remaining voting common stock of Ramco, which was exercised. Subsequent to December 31, 2000, the assets, liabilities, revenue and expenses of Ramco have been included in the accompanying consolidated financial statements.

The following unaudited pro forma consolidated results of operations for the year ended December 31, 2000, assumes that Ramco was included in the consolidated financial statements as of January 1, 2000 (in thousands, except per share data):

The effect of including Ramco in the Consolidated Balance Sheet was to increase the following accounts as of January 1, 2001 and to reduce equity investments:

Accounts receivable include $12,791 and $10,560 of unbilled straight-line rent receivables at December 31, 2002 and December 31, 2001 respectively. Straight line rent receivable at December 31, 2002 includes approximately $3,289 due from Kmart Corporation. On January 14, 2003, Kmart announced its intention to close an additional 326 stores, including one store leased from us at our Tel-Twelve shopping center. Kmart will continue to be lease obligated for this location unless Kmart rejects the lease as part of its bankruptcy proceedings. If the Tel-Twelve lease is rejected, the collectibility of the straight line rent receivable in the amount of $2,900 is unlikely, and could result in an adverse effect on future results of operations.

We provide for bad debt expense based upon the reserve method of accounting. We continuously monitor the collectibility of our accounts receivable (billed, unbilled and straight-line) from specific tenants, analyze historical bad debts, customer credit worthiness, current economic trends and changes in tenant payment terms when evaluating the adequacy of the allowance for bad debts. When tenants are in bankruptcy, we make estimates of the expected recovery of pre-petition and post-petition claims. The ultimate resolution of these claims can exceed one year. Accounts receivable in the accompanying balance sheet is shown net of an allowance for doubtful accounts of $1,573 and $1,773 as of December 31, 2002 and 2001 respectively.

Bad debt expense amounted to $211, $735 and $330 for the years ended December 31, 2002, 2001 and 2000, respectively.

In May 2002 we acquired an additional 75% ownership interest in RPT/INVEST, LLC, which owns two community centers: Chester Springs and Rivertowne Square. As a result of this purchase, we became the 100% owner of the two centers. The transaction resulted in a net payment to our joint venture partner of approximately $8,714 in cash and we assumed $22,000 of debt.

During November 2002, we acquired an additional 90% ownership interest in Rossford Development LLC, which owns Crossroads Centre located in Rossford, Ohio. As a result of this purchase, we became the 100 percent owner of this center. The purchase price amounted to $1,373 and we assumed debt of $20,246.

In December 2002, we acquired an additional 75 percent ownership interest in RPT/INVEST II, LLC, which owns East Town Plaza shopping center located in Madison, Wisconsin. We paid our joint venture partner approximately $3,992 in cash and assumed $12,000 of debt. This additional investment resulted in us becoming the 100% owner of the center.

Prior to acquiring the 100% interest in the above mentioned shopping centers, we accounted for the shopping centers using the equity method of accounting. Accordingly, our share of the earnings of these joint ventures our included in earnings from unconsolidated entities in the consolidated statements of income.

The acquisitions of the additional interest in these above-mentioned shopping centers were accounted for using the purchase method of accounting and the results of operations have been included in the consolidated financial statements since the date of acquisitions. The excess of the fair value over the net book basis of the interest in these four shopping centers have been allocated to land and buildings, and no goodwill was recorded. The preliminary purchase price allocation is subject to adjustment until finalized, which is expected within one year of the date of acquisition.

We acquired three properties during 2002 at an aggregate cost of $45,500. These acquisitions have been accounted for using the purchase method of accounting and the results of their operations have been included in the consolidated financial statements since the date of acquisition. The purchase prices were allocated to the assets acquired and liabilities assumed based upon their estimated fair market value, and no goodwill was

recorded. The preliminary purchase price allocation is subject to adjustment until finalized, which is expected within one year from the date of acquisition.

In April 2002, we sold Hickory Corners for cash of $10,272, resulting in a gain on sale of approximately $2,164, net of minority interest. Hickory Corners’ results of operations and the gain on sale have been included in income from discontinued operations in the Consolidated of Statements of Income for the three years ended December 31, 2002.

In January 2001, we sold White Lake MarketPlace for cash of $20,200, resulting in a gain on sale of approximately $5,300. See Note 20. In addition, we sold our Athens Town Center property and four parcels of land and recognized an additional aggregate gain of $250.

During 2000, we sold two parcels of land and recognized an aggregate gain of $3,795. In addition, a subsidiary of Ramco, an unconsolidated entity, sold a parcel of land and recognized a gain of $249.

In September 2001, we invested $756 for a 40 percent interest in a joint venture, Ramco/West Acres LLC. Simultaneously, the joint venture acquired West Acres Commons shopping center located in Flint Township, Michigan for a purchase price of approximately $11,000 and assumed a mortgage note of $9,407.

In November 2001, we invested $1,713 for a 40 percent interest in a joint venture, Ramco/ Shenandoah LLC. The remaining 60% of Ramco/ Shenandoah LLC is owned by various partnerships and trusts for the benefit of family members of one of our trustees, who also serves as a trustee for several of these trusts. The joint venture acquired Shenandoah Square shopping center located in Davie, Florida for a purchase price of approximately $16,300.

During the year ended December 31, 2001, we earned acquisition fees of $165 and $163, respectively, from the above-mentioned joint ventures. Under terms of the joint venture agreements, we are responsible for the leasing and management of the projects, for which we receive management fees and leasing fees. The joint venture agreements included a buy-sell provision whereby we have the right to purchase or sell the properties during specific time periods.

Our unconsolidated entities had the following debt outstanding at December 31, 2002:

Combined condensed financial information of our unconsolidated entities is summarized as follows:

Our share of the unconsolidated entities’ income of $797, $932 and $465, for the years ended December 31, 2002, 2001 and 2000, was reduced by $7 in 2002, $119 in 2001, and $267 in 2000, which represents depreciation and amortization adjustments arising from our net basis adjustments in the unconsolidated entities’ assets. These adjustments result in net earnings of $790, $813, and $198 from the unconsolidated entities’ for the years ended December 31, 2002, 2001 and 2000, respectively.

For the years ended December 31, 2002 and 2001, Ramco, the management company which provides property management services to us and to other entities, is included in the consolidated financial statements. Prior to January 1, 2001, Ramco was accounted for under the equity method. See Note 4 to the consolidated financial statements.

As a result of us acquiring the remaining 100 percent interest in four shopping centers that were previously included in unconsolidated entities, the above financial information decreased in 2002. See Note 7.

During 2002, we purchased an existing mortgage note receivable for $2,377, which bears interest at 16.75% (18.75% during any period of default), due December 1, 2002. The note is secured by a mortgage on property adjacent to our Naples Towne Center in Naples, Florida. Certain defaults have occurred with respect to this note, including the failure of the borrower to make the monthly payments of principal and interest. In August 2002, we entered into a long term lease for this vacant retail building and adjoining occupied retail space, and we were given an option to purchase the lease property during the period January 1 through June 30, 2003. At December 31, 2002, the mortgage note receivable is included as a prepaid expense. See Note 23 to the consolidated financial statements.

We may not be successful in identifying suitable real estate properties that meet our acquisition criteria or to develop proposed sites on satisfactory terms. We may not be successful negotiating for the acquisition of the land, obtaining required permits and completing developments in accordance with our budgets and on a timely basis. If we are not successful, costs incurred may be impaired and our financial condition and results of operations could be adversely affected.

The mortgage notes and construction loans are secured by mortgages on properties that have an approximate net book value of $489,943 as of December 31, 2002. The Secured Revolving Credit Facility is secured by mortgages on various properties that have an approximate net book value of $138,304 as of December 31, 2002.

The $125,000 Secured Revolving Credit Facility bears interest between 150 and 200 basis points over LIBOR depending on certain of our leverage ratios. (using 175 basis points over LIBOR at December 31, 2002, the effective interest rate was 6.8%, including interest rate swap agreements) and is secured by mortgages on various properties.

The Unsecured Revolving Credit Facility bears interest between 325 and 375 basis points over LIBOR depending on certain debt ratios (using 363 basis points over LIBOR at December 31, 2002, the effective interest rate was 6.8%, including interest rate swap agreements). At our option, we can increase the available amount of borrowings by $10,000 to $50,000.

At December 31, 2002, outstanding letters of credit issued under the Secured Revolving Credit Facility, not reflected in the accompanying consolidated balance sheet, total approximately $2,026.

The Secured Revolving Credit Facility and the Unsecured Revolving Credit Facility contain financial covenants relating to loan to asset value, minimum operating coverage ratios, and a minimum equity value. As of December 31, 2002, we were in compliance with the covenant terms.

The mortgage loans (other than our Secured Revolving Credit Facility) encumbering our properties, including properties held by our unconsolidated joint ventures (See Note 9, are generally non-recourse, subject to certain exceptions for which we would be liable for any resulting losses incurred by the lender. These exceptions vary from loan to loan but generally include fraud or a material misrepresentation, misstatement or omission by the borrower, intentional or grossly negligent conduct by the borrower that harms the property or results in a loss to the lender, filing of a bankruptcy petition by the borrower, either directly or indirectly, and certain environmental liabilities. In addition, upon the occurrence of certain of such events, such as fraud or filing of a bankruptcy petition by the borrower, we would be liable for the entire outstanding balance of the loan, all interest accrued thereon and certain other costs, penalties and expenses.

The following table presents scheduled principal payments on mortgages and notes payable as of December 31, 2002:

It is our intention to extend the various mortgages and construction loan that mature during 2003 on a long-term basis, or to increase the revolving credit facilities. We are currently negotiating the terms of the debt agreements. However, there can be no assurance that we will be able to refinance our debt on commercially reasonable or any other terms.

Effective January 1, 2001, we adopted Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS 133”). This statement, as amended, requires us to measure all derivatives at fair value on the Consolidated Balance Sheet as an asset or liability, depending on our rights and obligations under each derivative contract. If the derivative is designated as a cash flow hedge, the effective portions of changes in the fair value of the derivative are deferred and recorded as a component of other comprehensive income (“OCI”) until the hedged transactions occur and are recognized in earnings. If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and the ineffective portion of a hedged derivative are recognized in earnings in the current period.

Under the terms of the Secured Revolving Credit Facility, we are required to maintain interest rate swap agreements to reduce the impact of changes in interest rates on our variable rate debt. The following table

summarizes the notional values and fair values of our derivative financial instruments as of December 31, 2002 (dollars in thousands):

During 2002, we acquired additional 90% interest in Rossford Development LLC (“Rossford”). This acquisition was accounted for using the purchases method of accounting. At the time of the acquisition, Rossford had an interest rate swap agreement outstanding with a notional value of $10,000 and an interest rate of 5.5%. The fair value of this swap agreement was a liability of $503 and was included in accounts payable at the date of acquisition.

On the date we enter into an interest rate swap, we designate the derivate as a hedge against the variability of cash flows that are to be paid in connection with a recognized liability. Subsequent changes in the fair value of a derivative designated as a cash flow hedge that is determined to be highly effective is recorded in OCI until earnings are affected by the variability of cash flows of the hedged transaction. The differential between fixed and variable rates to be paid or received is accrued, as interest rates change, and recognized currently in the Consolidated Statement of Income. We are exposed to credit loss in the event of non-performance by the counter party to the interest rate swap agreements, however, we do not anticipate non-performance by the counter party.

The adoption of SFAS 133 resulted in a transition adjustment loss charged to OCI of $348 as of January 1, 2001. For the year ended December 31, 2002, the change in fair market value of the interest rate swap agreements decreased the charge to accumulated OCI by $249 and for the year ended December 31, 2001, the change in fair value of the interest rate swap agreements increased the charge to accumulated OCI by $2.8 million.

Approximate future minimum revenues from rentals under noncancelable operating leases in effect at December 31, 2002, assuming no new or renegotiated leases nor option extensions on lease agreements, are as follows:

We lease office space under an operating lease that expires on June 30, 2004. Rent expense under this lease amounted to $363 in 2002 and 2001 and 2000. Future minimum rental payments are as follows:

The following table sets forth the computation of basic and diluted earnings per share (EPS) (in thousands, except share and per share data):

Conversion of the Series A Preferred Shares and of the Operating Partnership Units totaling 3,730,909 in 2002 and 4,944,977 in 2001 and 2000 would have been antidilutive and, therefore, were not considered in the computation of diluted earnings per share.

In December 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements” (SAB 101), which among other topics, requires that real estate companies should not recognize contingent percentage rents until the specified target that triggers this type of income is achieved. We had previously recorded percentage rents throughout the year based on rent estimated to be due from the tenant.

We elected to adopt the provisions of SAB 101 as of April 1, 2000. The cumulative effect of such adoption is a reduction in percentage rental revenue retroactive to January 1, 2000, of approximately $1,264.

On April 29, 2002, we issued 4.2 million common shares of beneficial interest in a public offering. On May 29, 2002, we issued an additional 630,000 common shares upon the exercise by the underwriters of their over-allotment option. We received total net proceeds of $77,698, based on an offering price of $17.50 per share. A portion of the net proceeds from the offering were used to redeem 1.2 million of our Series A

Preferred Shares. The redemption of Series A Preferred Shares resulted in a gain of $2,425. The remaining 200,000 shares of our Series A Preferred Shares automatically converted into 286,537 common shares.

On November 5, 2002, we completed a $25,000 public offering of 1.0 million shares of 9 1/2 percent Series B cumulative Preferred Shares of beneficial interest. The aggregate net proceeds of this offering were $23,804. Dividends on the Series B Preferred Shares are payable quarterly in arrears. We may, but we are not required to, redeem the Series B Preferred Shares anytime after November 5, 2007, at a redemption price of $25.00 per share, plus accrued and unpaid dividends. A portion of the net proceeds from this offering were used to purchase the equity interest of our joint venture partners in East Town Plaza and from Rossford Development LLC and purchase the fee interest in the property adjacent to our Naples, Florida shopping center.

The Series B Preferred Shares rank senior to the common shares with respect to dividends and the distribution of assets in the event of our liquidation, dissolution or winding up. The Series B Preferred Shares are not convertible into or exchangeable for any of our other securities or property.

Holders of Series B Preferred Shares generally have no voting rights. However, if we do not pay dividends on the Series B Preferred Shares for six or more quarterly periods (whether or not consecutive), the holders of the Series B Preferred Shares will be entitled to vote at the next annual meeting of shareholders for the election of two additional trustees to serve on the board of trustees until we pay all dividends which we owe on Series B Preferred Shares.

We have a dividend reinvestment plan that allows for participating shareholders to have their dividend distributions automatically invested in additional shares of beneficial interest in us based on the average price of the shares acquired for the distribution.

1996 Share Option Plan — In May 1996, we adopted the 1996 Share Option Plan (the “Plan”) to enable our employees to participate in the ownership of the Company. The Plan was amended in June 1999 to provide for the maximum number of common shares available for issuance under the Plan to equal 9 percent of the total number of issued and outstanding common shares (on a fully diluted basis assuming the exchange of all OP units and Series A Preferred Shares for common shares), which number would equal approximately 1,368,000 common shares at December 31, 2002. The Plan provides for the award of up to 1,368,000 stock options to purchase common shares of beneficial interest, at the fair market value at the date of grant, to executive officers and employees of the Company. The Plan is administered by the independent trustee members of the Compensation Committee of the Board of Trustees, whose members are not eligible for grants under the Plan. Stock options granted under the Plan vest and become exercisable in installments on each of the first three anniversaries of the date of grant and expire ten years after the date of grant. No more than 50,000 share options may be granted to any one individual in any calendar year.

1997 Non-Employee Trustee Stock Option Plan — During 1997, we adopted the 1997 Non-Employee Trustee Stock Option Plan (the “Trustees’ Plan”) which permits us to grant non-qualified options to purchase up to 100,000 common shares of beneficial interest in the Company at the fair market value at the date of grant. Each Non-Employee Trustee will be granted an option to purchase 2,000 shares annually on our annual meeting date, beginning June 10, 1997. Stock options granted to participants vest and become exercisable in installments on each of the first two anniversaries of the date of grant and expire ten years after the date of grant.

The following table summarizes the characteristics of the options outstanding and exercisable at December 31, 2002:

The fair value of options granted during 2002, 2001 and 2000 was immaterial on the date of grant. All options granted were non-qualified share options. The fair value of the options was determined using the Black-Scholes option pricing model with the following weighted average assumptions used:

We account for the two stock-based compensation plans in accordance with Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” and related interpretations. No stock-based employee compensation cost is reflected in net income, as all options granted under the two plans had an exercise price equal to the market value of the underlying common shares on the date of grant. The following table illustrates the effect on net income and earnings per share as if we had applied the fair value recognition

provisions of FASB Statement No. 123, “Accounting for Stock-Based Compensation”, to stock-based employee compensation.

We sponsor a 401(k) defined contribution plan covering substantially all officers and employees of the Company which allows participants to defer up to a maximum of 17.5% of their compensation. We contribute up to a maximum of 50% of the employee’s contribution, up to a maximum of 5%, of an employee’s annual compensation. During 2002, 2001 and 2000, our matching cash contributions were $163, $154 and $57, respectively.

The carrying values of cash and cash equivalents, receivables, accounts payable and accrued expenses are reasonable estimates of their fair values because of the short maturity of these financial instruments. As of December 31, 2002 and 2001 the carrying amounts of our borrowings under variable rate debt approximated fair value.

We estimated the fair value of fixed rate mortgages using a discounted cash flow analysis, based on our incremental borrowing rates for similar types of borrowing arrangements with the same remaining maturity. At December 31, 2002, the fair value of our fixed rate debt amounted to $284,599 compared to the carrying amount of $250,852.

Considerable judgment is required to develop estimated fair values of financial instruments. The fair value of our fixed rate debt is greater than the carrying amount, settlement at the reported fair value may not be possible or may not be a prudent management decision. The estimates presented herein are not necessary indicative of the amounts we could realize on disposition of the financial instruments.

The following table sets forth the quarterly results of operations for the years ended December 31, 2002 and 2001 (in thousands, except per share amounts):

During the second quarter of 2002, we redeemed 1.2 million of our Series A preferred shares for approximately $26,571, resulting in a gain of $2,425.

During the fourth quarter of 2002, general and administrative expenses increased. The increase is attributable to a $1.2 million expense related to Michigan Single Business Tax for the taxable years ended December 31, 2001, 2000 and 1999. In 1995, the State of Michigan changed the method of computing the capital acquisition deduction for multi-state taxpayers. The change in the law has been vigorously challenged in the courts by a number of taxpayers. In January 2003, we were informed that the Michigan Supreme Court elected not to review the appellate courts decision that overturned a favorable lower court ruling in favor of a taxpayer. Since we had previously paid the additional tax for the above-mentioned taxable years and filed a protective claim requesting a refund, we recorded a receivable from the State of Michigan. As a result of the Michigan Supreme Court’s decision not to hear the case, we reversed the receivable and recognized an expense.

Earnings per share, as reported in the above table, are based on weighted average common share outstanding during the quarter and, therefore, may not agree with the earnings per share calculated for the years ended December 31, 2002 and 2001.

In January 2001, we sold White Lake MarketPlace to Pontiac Mall Limited Partnership for cash of $20,200, resulting in a gain on sale of approximately $5,300. Various executive officers/trustees of the Company are partners in that partnership. The property was offered for sale, utilizing the services of a national real estate brokerage firm, and we accepted the highest offer from an unrelated party. Subsequently the buyer cancelled the agreement. Pontiac Mall Limited Partnership presented a comparable offer, which resulted in more favorable economic benefits to us. The sale of the property to Pontiac Mall Limited Partnership was entered into upon the unanimous approval of the independent members of our Board of Trustees.

Under terms of an agreement with Pontiac Mall Limited Partnership, we continue to manage the property and receive management fees. We received $76 in 2002 and $70 in 2001 for management fees from the partnership.

joint venture acquired Shenandoah Square shopping center located in Davie, Florida for a purchase price of approximately $16,300.

We have management agreements with various partnerships and perform certain administrative functions on behalf of entities owned in part by certain trustees and/or officers of the Company. The following revenue was earned during the three years ended December 31, 2001 from these related parties:

We had receivables from related entities in the amount of $78 at December 31, 2002 and $355 at December 31, 2001.

During the third quarter of 1994, we held more than 25% of the value of our total assets in short-term Treasury Bill reverse repurchase agreements, which could be viewed as non-qualifying assets for purposes of determining whether we qualify to be taxed as a REIT. We requested that the IRS enter into a closing agreement with us that our ownership of the short-term Treasury Bill reverse repurchase agreements will not adversely affect our status as a REIT. The IRS deferred any action relating to this issue pending the further examination of our taxable years ended December 31, 1991 through 1994. As discussed below, the field examination has since been completed and the IRS has proposed to disqualify us as a REIT for our taxable year ended December 31, 1994, based on our ownership of the short-term Treasury Bill reverse repurchase agreements. Our former tax counsel, Battle Fowler LLP, had rendered an opinion on March 6, 1996, that our investment in the short-term Treasury Bill reverse repurchase agreements would not adversely affect our REIT status. This opinion, however, is not binding upon the IRS or any court.

In connection with the incorporation and distribution of all of the shares of Atlantic Realty Trust (“Atlantic”) in May 1996, we entered into a tax agreement with Atlantic under which Atlantic assumed all our tax liability arising out of the IRS’ then ongoing examination, excluding any tax liability relating to any actions or events occurring, or any tax return position taken after May 10, 1996, but including liabilities for additions to tax, interest, penalties and costs relating to covered taxes. Under the tax agreement, a group of our Trustees consisting of Stephen R. Blank, Arthur Goldberg and Joel Pashcow has the right to control, conduct and effect the settlement of any claims for taxes for which Atlantic assumed liability. Accordingly, Atlantic does not have any control as to the timing of the resolution or disposition of any such claims. In addition, the tax agreement provides that, to the extent any tax which Atlantic is obligated to pay under the tax agreement can be avoided through the declaration of a “deficiency dividend” (that is, our declaration and payment of a distribution that is permitted to relate back to the year for which the IRS determines a deficiency in order to satisfy the requirement for REIT qualification that we distribute a certain minimum amount of our “REIT taxable income” for such year), we will make, and Atlantic will reimburse us for the amount of, such deficiency dividend.

We believe that most of the positions set forth in the First Report are unsupported by the facts and applicable law. Accordingly, on April 30, 1999, we filed a protest with the Appeals Office of the IRS to contest most of the positions set forth in the First Report. The Appeals Officer returned the case file to the revenue agent for further development. On October 29, 2001, the revenue agent issued a new examination report (which is hereinafter referred to as the “Second Report”) that arrived at very much the same conclusions as the First Report. We filed a protest of the Second Report with the IRS on November 29, 2001, and we had several meetings with the appellate conferee, subsequent to filing the protest. If a satisfactory result cannot be obtained through the administrative appeals process, judicial review of the determination is available to us. In addition, the IRS is currently conducting an examination of us for the taxable years ended December 31, 1996, and 1997, and of one of our subsidiary partnerships for the taxable years ended December 31, 1997, 1998 and 1999, and may shortly begin examination of us and/or the subsidiary partnership for subsequent taxable years.

Based on the Second Report, we could be liable for up to $58.8 million in combined taxes, penalties and interest through March 31, 2003. However, the Second Report acknowledges (as does the First Report as noted above) that we can avoid disqualification as a REIT for certain of our examined tax years if we distribute a deficiency dividend to our shareholders. The distribution of a deficiency dividend would be deductible by us, thereby reducing our liability for federal income tax. Based on the Second Report, the proposed adjustments to our “REIT taxable income” would require us to pay a deficiency dividend to our current shareholders resulting in combined taxes, penalties, interest and deficiency dividends of approximately $61.1 million as of March 31, 2003.

over tax liabilities covered by the above-described tax agreement may have a material adverse effect on our financial position, results of operations or cash flows, including if we are required to distribute deficiency dividends to our shareholders and/or pay additional taxes, interest and penalties to the IRS in amounts that exceed the value of Atlantic’s net assets. Moreover, the IRS may assess us with taxes that Atlantic is not required under the above-described tax agreement to pay, such as taxes arising from the recently-commenced examination of us for the taxable years ended December 31, 1996, and 1997, and of our subsidiary partnership for the taxable years ended December 31, 1997, 1998 and 1999. There can be no assurance, therefore, that the IRS will not assess us with substantial taxes, interest and penalties which Atlantic cannot, is not required to, or otherwise does not pay.

In connection with the development and expansion of various shopping centers as of December 31, 2002, we have entered into agreements for construction costs of approximately $642.

We are currently involved in certain litigation arising in the ordinary course of business. We believe that this litigation will not have a material adverse effect on our consolidated financial statements.

The following unaudited supplemental pro forma information is presented as if the property acquisitions made during 2002 had occurred on January 1, 2000 (see Notes 7 and 8). In management’s opinion, all adjustments necessary to reflect the property acquisitions have been made. The pro forma financial information is presented for informational purposes only and may not necessarily indicative of what the actual results of operations would have been had the acquisitions occurred as indicated nor does it purport to represent the results of operations for future periods.

On January 29, 2003, we purchased Livonia Plaza shopping center located in Livonia, Michigan. The cost of this property amounted to approximately $13,000 and the purchase price will be allocated to the assets acquired and liabilities assumed based on their fair market values.

During 2002, we purchased an existing mortgage note receivable, which bears interest at 16.75% (18.75% during any period of default), for approximately $2,400. The note was due December 1, 2002. At the time we acquired the note, the unpaid principal and interest amounted to approximately $4,600. The note is secured by a mortgage on the property located adjacent to our Naples Towne Center in Naples, Florida. The property was previously leased to Kmart Corporation, but the lease was rejected by Kmart in January 2002. Certain defaults have occurred with respect to this note, including the failure of the borrower to make the monthly payments of principal and interest. In August 2002, we entered into a long term lease for this vacant retail building and adjoining occupied retail space, and we were given an option to purchase the lease property during the period January 1 through June 30, 2003. At December 31, 2002, the mortgage note receivable is included as a deposit in Other Assets in the Consolidated Balance Sheet. In February 2003, we exercised our right to acquire a fee interest in the property. Consideration for this property included approximately $100 payment and forgiveness of the note receivable.

Net Investment in Real Estate Assets at December 31, 2002



			Year		Year		Year
Property	Location		Constructed(a)		Acquired		Renovated

Alabama
Cox Creek Plaza	Florence	Alabama		1984		1997		2000
Florida
Coral Creek Shops	Coconut Creek	Florida		1992		2002
Crestview Corners	Crestview	Florida		1986		1997		1993
Lantana Shopping Center	Lantana	Florida		1959		1996		2002
Naples Towne Center	Naples	Florida		1982		1996
Pelican Plaza	Sarasota	Florida		1983		1997
Rivertowne Square	Deerfield Beach	Florida		1980		2002
Shoppes of Lakeland	Lakeland	Florida		1985		1996
Southbay Fashion Center	Osprey	Florida		1978		1998
Sunshine Plaza	Tamarac	Florida		1972		1996		2001
The Crossroads	Royal Palm Beach	Florida		1988		2002
Village Lakes Shopping Center	Land O’ Lakes	Florida		1987		1997
Georgia
Conyers Crossing	Conyers	Georgia		1978		1998		1989
Holcomb Center	Alpharetta	Georgia		1986		1996
Horizon Village	Suwanee	Georgia		1996		2002
Indian Hills	Calhoun	Georgia		1988		1997
Mays Crossing	Stockbridge	Georgia		1984		1997		1986
Maryland
Crofton Plaza	Crofton	Maryland		1974		1996
Michigan
Auburn Mile	Auburn Hills	Michigan		2000		1999
Clinton Valley Mall	Sterling Heights	Michigan		1977		1996		2002
Clinton Valley Shopping Center	Sterling Heights	Michigan		1985		1996
Eastridge Commons	Flint	Michigan		1990		1996		2001
Edgewood Towne Center	Lansing	Michigan		1990		1996		2001
Ferndale Plaza	Ferndale	Michigan		1984		1996
Fraser Shopping Center	Fraser	Michigan		1977		1996
Jackson Crossing	Jackson	Michigan		1967		1996		2002
Jackson West	Jackson	Michigan		1996		1996		1999
Lake Orion Plaza	Lake Orion	Michigan		1977		1996
Madison Center	Madison Heights	Michigan		1965		1997		2000
New Towne Plaza	Canton	Michigan		1975		1996		1998
Oak Brook Square	Flint	Michigan		1982		1996
Roseville Towne Center	Roseville	Michigan		1963		1996		2001
Southfield Plaza	Southfield	Michigan		1969		1996		1999
Taylor Plaza	Taylor	Michigan		1970		1996
Tel-Twelve	Southfield	Michigan		1968		1996		2002
West Oaks I	Novi	Michigan		1979		1996		1998
West Oaks II	Novi	Michigan		1986		1996		2000
White Lake Marketplace	White Lake Township	Michigan		1999		1998

[Continued from above table, first column(s) repeated]



	Initial Cost							Gross Cost at
	to Company							End of Period(b)
					Subsequent
			Building and		Capitalized					Building and
Property	Land		Improvements(f)		Costs			Land		Improvements

Alabama
Cox Creek Plaza	$	589		5,336		1,468			932		6,461
Florida
Coral Creek Shops		1,565		14,085		94			1,572		14,172
Crestview Corners		400		3,602		162			400		3,764
Lantana Shopping Center		2,590		2,600		9,085			2,590		11,685
Naples Towne Center		218		1,964		356			218		2,320
Pelican Plaza		710		6,404		196			710		6,600
Rivertowne Square		951		8,587		109			954		8,693
Shoppes of Lakeland		1,279		11,543		970			1,279		12,513
Southbay Fashion Center		597		5,355		142			597		5,497
Sunshine Plaza		1,748		7,452		10,548			1,748		18,000
The Crossroads		1,850		16,650		75			1,857		16,718
Village Lakes Shopping Center		862		7,768		51			862		7,819
Georgia
Conyers Crossing		729		6,562		651			729		7,213
Holcomb Center		658		5,953		657			658		6,610
Horizon Village		1,133		10,200		102			1,143		10,292
Indian Hills		706		6,355		109			707		6,463
Mays Crossing		725		6,532		139			725		6,671
Maryland
Crofton Plaza		3,201		6,499		1,473			3,201		7,972
Michigan
Auburn Mile		15,704		0		12,388			23,478		4,614
Clinton Valley Mall		1,101		9,910		5,972			1,101		15,882
Clinton Valley Shopping Center		399		3,588		1,823			523		5,287
Eastridge Commons		1,086		9,775		2,061			1,086		11,836
Edgewood Towne Center		665		5,981		6			645		6,007
Ferndale Plaza		265		2,388		47			265		2,435
Fraser Shopping Center		363		3,263		164			363		3,427
Jackson Crossing		2,249		20,237		11,031			2,249		31,268
Jackson West		2,806		6,270		6,117			2,707		12,486
Lake Orion Plaza		470		4,234		126			471		4,359
Madison Center		817		7,366		2,803			817		10,169
New Towne Plaza		817		7,354		1,520			817		8,874
Oak Brook Square		955		8,591		302			955		8,893
Roseville Towne Center		1,403		13,195		2,295			1,403		15,490
Southfield Plaza		1,121		10,090		1,310			1,121		11,400
Taylor Plaza		400		1,930		152			400		2,082
Tel-Twelve		3,819		43,181		22,505			3,819		65,686
West Oaks I		0		6,304		4,875			1,768		9,411
West Oaks II		1,391		12,519		5,766			1,391		18,285
White Lake Marketplace		2,965		0		(2,721	)		244		0

[Continued from above table, first column(s) repeated]



			Accumulated
Property	Total		Depreciation(c)		Encumbrances

Alabama
Cox Creek Plaza		7,393		973		(d	)
Florida
Coral Creek Shops		15,744		193		(e	)
Crestview Corners		4,164		479		(d	)
Lantana Shopping Center		14,275		1,001		(d	)
Naples Towne Center		2,538		476		(d	)
Pelican Plaza		7,310		996		(d	)
Rivertowne Square		9,647		679		(e	)
Shoppes of Lakeland		13,792		1,858		(d	)
Southbay Fashion Center		6,094		660		(d	)
Sunshine Plaza		19,748		2,993		(e	)
The Crossroads		18,575		261		(e	)
Village Lakes Shopping Center		8,681		984		(d	)
Georgia
Conyers Crossing		7,942		828		(d	)
Holcomb Center		7,268		1,108		(d	)
Horizon Village		11,435		162		(e	)
Indian Hills		7,170		848		(d	)
Mays Crossing		7,396		877		(d	)
Maryland
Crofton Plaza		11,173		2,206		(d	)
Michigan
Auburn Mile		28,092		259		(e	)
Clinton Valley Mall		16,983		1,996		(e	)
Clinton Valley Shopping Center		5,810		769		(d	)
Eastridge Commons		12,922		2,254		(e	)
Edgewood Towne Center		6,652		1,013		(d	)
Ferndale Plaza		2,700		419		(d	)
Fraser Shopping Center		3,790		674		(e	)
Jackson Crossing		33,517		4,527		(e	)
Jackson West		15,193		2,117		(e	)
Lake Orion Plaza		4,830		738		(e	)
Madison Center		10,986		1,452		(e	)
New Towne Plaza		9,691		1,455		(e	)
Oak Brook Square		9,848		1,643		(e	)
Roseville Towne Center		16,893		2,633		(e	)
Southfield Plaza		12,521		1,956		(e	)
Taylor Plaza		2,482		321		(d	)
Tel-Twelve		69,505		8,507		(e	)
West Oaks I		11,179		1,454		(e	)
West Oaks II		19,676		2,658		(e	)
White Lake Marketplace		244		0

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Year

Property

Location

Constructed(a)

Acquired

Renovated

New Jersey

Chester Springs

Chester

New Jersey

1970

2002

1999

North Carolina

Hickory Corners

Hickory

North Carolina

1997

1999

Holly Springs Plaza

Franklin

North Carolina

1988

1997

1992

Ridgeview Crossing

Elkin

North Carolina

1989

1997

1995

Ohio

OfficeMax Center

Toledo

Ohio

1994

1996

Crossroads Centre

Rossford

Ohio

2001

2002

Spring Meadows Place

Holland

Ohio

1987

1996

1997

Troy Towne Center

Troy

Ohio

1990

1996

2002

South Carolina

Edgewood Square

North Augusta

South Carolina

1989

1997

Taylors Square

Greenville

South Carolina

1989

1997

1995

Tennessee

Cumberland Gallery

New Tazewell

Tennessee

1988

1997

Highland Square

Crossville

Tennessee

1988

1997

Northwest Crossing

Knoxville

Tennessee

1989

1997

1995

Northwest Crossing II

Knoxville

Tennessee

1999

Stonegate Plaza

Kingsport

Tennessee

1984

1997

1993

Tellico Plaza

Lenoir City

Tennessee

1989

1997

Virginia

Aquia Towne Center

Stafford

Virginia

1989

1998

Wisconsin

East Town Plaza

Madison

Wisconsin

1992

2002

2000

West Allis Towne Center

West Allis

Wisconsin

1987

1996

Totals

[Continued from above table, first column(s) repeated]



	Initial Cost							Gross Cost at
	to Company							End of Period(b)
					Subsequent
			Building and		Capitalized					Building and
Property	Land		Improvements(f)		Costs			Land		Improvements

New Jersey
Chester Springs		2,409		21,786		155			2,416		21,934
North Carolina
Hickory Corners		798		7,192		(7,990	)		0		0
Holly Springs Plaza		829		7,470		101			829		7,571
Ridgeview Crossing		1,054		9,494		79			1,054		9,573
Ohio
OfficeMax Center		227		2,042		0			227		2,042
Crossroads Centre		5,800		20,709		2,403			5,972		22,940
Spring Meadows Place		1,662		14,959		1,164			1,662		16,123
Troy Towne Center		930		8,372		2,219			1,081		10,440
South Carolina
Edgewood Square		1,358		12,229		46			1,358		12,275
Taylors Square		1,581		14,237		660			1,721		14,757
Tennessee
Cumberland Gallery		327		2,944		26			327		2,970
Highland Square		913		8,189		94			913		8,283
Northwest Crossing		1,284		11,566		313			1,284		11,879
Northwest Crossing II		570		0		1,625			570		1,625
Stonegate Plaza		606		5,454		290			606		5,744
Tellico Plaza		611		5,510		23			612		5,532
Virginia
Aquia Towne Center		2,187		19,776		255			2,187		20,031
Wisconsin
East Town Plaza		1,768		16,216		0			1,768		16,216
West Allis Towne Center		1,866		16,789		56			1,866		16,845

	$	86,087	$	514,557	$	106,448		$	92,958	$	614,134

[Continued from above table, first column(s) repeated]



			Accumulated
Property	Total		Depreciation(c)		Encumbrances

New Jersey
Chester Springs		24,350		1,771		(e	)
North Carolina
Hickory Corners		0		0
Holly Springs Plaza		8,400		994		(d	)
Ridgeview Crossing		10,627		1,251		(e	)
Ohio
OfficeMax Center		2,269		340		(d	)
Crossroads Centre		28,912		671		(e	)
Spring Meadows Place		17,785		2,920		(e	)
Troy Towne Center		11,521		1,655		(e	)
South Carolina
Edgewood Square		13,633		1,590		(d	)
Taylors Square		16,478		1,889		(e	)
Tennessee
Cumberland Gallery		3,297		395		(d	)
Highland Square		9,196		1,072		(e	)
Northwest Crossing		13,163		1,519		(e	)
Northwest Crossing II		2,195		127		(d	)
Stonegate Plaza		6,350		742		(e	)
Tellico Plaza		6,144		716		(d	)
Virginia
Aquia Towne Center		22,218		2,174		(e	)
Wisconsin
East Town Plaza		17,984		1,067		(e	)
West Allis Towne Center		18,711		2,819		(e	)

	$	707,092	$	78,139

The changes in real estate assets and accumulated depreciation for the years ended December 31, are as follows:

F-29 EX-10.46 3 k74377exv10w46.txt MORTGAGE ASSIGNMENT OF LEASES & RENT EXHIBIT 10.46 RETURN TO: Joshua A. Gunn, Esq. Sidley Austin Brown & Wood Bank One Plaza 10 S. Dearborn Street Chicago, Illinois 60603 MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING THIS MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (as the same may be amended, restated, extended, supplemented or otherwise modified from time to time, the "Mortgage"), is made as of the ___ day of July, 2002, by RAMCO/CROSSROADS AT ROYAL PALM, LLC, a Michigan limited liability company, having its principal place of business at 27600 Northwestern Highway, #200, Southfield, Michigan 48034 ("Mortgagor"), to and for the benefit of SALOMON BROTHERS REALTY CORP., a New York corporation, having its place of business at 388 Greenwich Street, 11th Floor, New York, New York 10013 ("Mortgagee"). FLORIDA DOCUMENTARY STAMP TAXES AND INTANGIBLE PERSONAL PROPERTY TAXES HAVE BEEN PAID IN ACCORDANCE WITH THE PROVISIONS OF PARAGRAPHS 66 AND 67 HEREIN W I T N E S S E T H: To secure the payment of an indebtedness in the principal sum of TWELVE MILLION THREE HUNDRED THOUSAND AND NO/100 DOLLARS ($12,300,000), lawful money of the United States of America, to be paid with interest according to a certain note dated the date hereof made by Mortgagor to Mortgagee (the note together with all extensions, renewals or modifications thereof being hereinafter collectively called the "Note") and all other sums due hereunder, or otherwise due under the Loan Documents (as defined in the Note) (said indebtedness, interest and all sums due hereunder and under the Note and any other Loan Documents being collectively called the "Debt"), and all of the agreements, covenants, conditions, warranties, representations and other obligations (other than to repay the Debt) made or undertaken by Mortgagor or any other person or entity to Mortgagee or others as set forth in the Loan Documents (the "Obligations"), Mortgagor has mortgaged, given, granted, bargained, sold, alienated, infeft, conveyed, confirmed, pledged, assigned, and hypothecated and by these presents does hereby mortgage, give, grant, bargain, sell, alien, enfeoff, convey, confirm, pledge, assign and hypothecate unto Mortgagee the real property described in Exhibit A attached hereto (the "Premises") and the buildings, structures, fixtures, additions, enlargements, extensions, modifications, repairs, replacements and improvements now or hereafter located thereon (the "Improvements"); TOGETHER WITH: all right, title, interest and estate of Mortgagor now owned, or hereafter acquired, in and to the following property, rights, interests and estates (the Premises, the Improvements together with the following property, rights, interests and estates being hereinafter described are collectively referred to herein as the "Mortgaged Property"): (a) all easements, rights-of-way, strips and gores of land, streets, ways, alleys, passages, sewer rights, water, water courses, water rights and powers, air rights and development rights, and all estates, rights, titles, interests, privileges, liberties, tenements, hereditaments and appurtenances of any nature whatsoever, in any way belonging, relating or pertaining to the Premises and the Improvements and the reversion and reversions, remainder and remainders, and all land lying in the bed of any street, road or avenue, opened or proposed, in front of or adjoining the Premises, to the center line thereof and all the estates, rights, titles, interests, dower and rights of dower, courtesy and rights of courtesy, property, possession, claim and demand whatsoever, both at law and in equity, of Mortgagor of, in and to the Premises and the Improvements and every part and parcel thereof, with the appurtenances thereto; (b) all machinery, equipment, fixtures (including but not limited to all heating, ventilation, air conditioning, plumbing, lighting, communications and elevator fixtures) and other property of every kind and nature, whether tangible or intangible, whatsoever owned by Mortgagor, or in which Mortgagor has or shall have an interest, now or hereafter located upon the Premises and the Improvements, or appurtenant thereto, and usable in connection with the present or future operation and occupancy of the Premises and the Improvements and all building equipment, materials and supplies of any nature whatsoever owned by Mortgagor, or in which Mortgagor has or shall have an interest, now or hereafter located upon the Premises and the Improvements, or appurtenant thereto, or usable in connection with the present or future operation, enjoyment and occupancy of the Premises and the Improvements (hereinafter collectively called the 2 "Equipment"), including the proceeds of any sale or transfer of the foregoing, and the right, title and interest of Mortgagor in and to any of the Equipment which may be subject to any security interests, as defined in the Uniform Commercial Code, as adopted and enacted by the state or states where any of the Mortgaged Property is located (the "Uniform Commercial Code") superior in lien to the lien of this Mortgage; (c) all awards or payments, including interest thereon, which may heretofore and hereafter be made with respect to the Mortgaged Property, whether from the exercise of the right of eminent domain or condemnation (including but not limited to any transfer made in lieu of or in anticipation of the exercise of said rights), or for a change of grade, or for any other injury to or decrease in the value of the Mortgaged Property; (d) all leases and subleases (including, without limitation, all guarantees, letter of credit rights and other supporting obligations in respect thereof) and other agreements or arrangements heretofore or hereafter entered into affecting the use, enjoyment or occupancy of, or the conduct of any activity upon or in, the Premises and the Improvements, including any extensions, renewals, modifications or amendments thereof (the "Leases"), including (i) that certain Lease dated October 16, 1987 between Royal Palm Associates, Ltd., a Florida general partnership, predecessor in interest to Mortgagor, as landlord, and Walgreen Co., an Illinois corporation ("Walgreens"), as tenant, (together will all modifications and amendments thereto, the "Walgreens Lease") for space at the Mortgaged Property described therein (the "Walgreens Space") and (ii) that certain Lease Agreement dated October 12, 1987 between Royal Palm Associates, Ltd., a Florida limited partnership, predecessor in interest to Mortgagor, as landlord, and Publix Super Markets, Inc., a Florida corporation ("Publix"), as tenant, (together with all modifications and amendments thereto, the "Publix Lease") for space at the Mortgaged Property described therein (the "Publix Space"), and all rents, rent equivalents (including room revenues, if applicable), moneys payable as damages or in lieu of rent or rent equivalents, royalties (including, without limitation, all oil and gas or other mineral royalties and bonuses), income, receivables, receipts, revenues, deposits (including, without limitation, security, utility and other deposits), accounts (including deposit accounts), cash, issues, profits, charges for services rendered, and other consideration of whatever form or nature received by or paid to or for the account of or benefit of Mortgagor or its agents or employees from any and all sources arising from or attributable to the Premises and the Improvements (the "Rents"), together with all proceeds from the sale or other disposition of the Leases and the right to receive and apply the Rents to the payment of the Debt; (e) all proceeds of and any unearned premiums on any insurance policies covering the Mortgaged Property, including, without limitation, the right to receive and apply the proceeds of any insurance, judgments, or settlements made in lieu thereof, for damage to the Mortgaged Property or any part thereof; (f) the right, in the name and on behalf of Mortgagor, to appear in and defend any action or proceeding brought with respect to the Mortgaged Property and to commence any action or proceeding to protect the interest of Mortgagee in the Mortgaged Property or any part thereof; 3 (g) all accounts, escrows, reserves, documents, records, instruments, chattel paper (including both tangible chattel paper and electronic chattel paper), claims, financial assets, investment property, letter of credit rights, supporting obligations, deposits and general intangibles (including payment intangibles and software), as the foregoing terms are defined in the Uniform Commercial Code, and all franchises, trade names, trademarks, symbols, service marks, books, records, plans, specifications, designs, drawings, permits, consents, licenses, franchises, management agreements, contracts, contract rights (including, without limitation, any contract with any architect or engineer or with any other provider of goods or services for or in connection with any construction, repair, or other work upon the Mortgaged Property), approvals, actions, refunds or real estate taxes and assessments (and any other governmental impositions related to the Mortgaged Property), and causes of action that now or hereafter relate to, are derived from or are used in connection with the Mortgaged Property, or the use, operation, management, improvement, alteration, repair, maintenance, occupancy or enjoyment thereof or the conduct of any business or activities thereon owned by Mortgagor; (h) any and all proceeds and products of any of the foregoing and any and all other security and collateral of any nature whatsoever, now or hereafter given for the repayment of the Debt and the performance of Mortgagor's obligations under the Loan Documents, including (without limitation) the Tax and Insurance Escrow Fund (hereafter defined) the Replacement Reserve Fund (hereafter defined), and any other escrows set forth in the Loan Documents; (i) all accounts receivable, contract rights, interests, estates or other claims, both in law and in equity, which Mortgagor now has or may hereafter acquire in the Mortgaged Property or any part thereof; and (j) all rights which Mortgagor now has or may hereafter acquire, to be indemnified and/or held harmless from any liability, loss, damage, cost or expense (including, without limitation, attorneys' and paralegals' fees and disbursements) relating to the Mortgaged Property or any part thereof. TO HAVE AND TO HOLD the above granted and described Mortgaged Property unto and to the use and benefit of Mortgagee, and the successors and assigns of Mortgagee, forever; PROVIDED, HOWEVER, these presents are upon the express condition that, if Mortgagor shall well and truly pay to Mortgagee the Debt at the time and in the manner provided in the Note and this Mortgage and shall well and truly abide by and comply with each and every covenant and condition set forth herein and in the Note in a timely manner, these presents and the estate hereby granted shall cease, terminate and be void; AND Mortgagor represents and warrants to and covenants and agrees with Mortgagee as follows: 1. Payment of Debt and Incorporation of Covenants, Conditions and Agreements. Mortgagor shall pay the Debt at the time and in the manner provided in the 4 Note and in this Mortgage. Mortgagor will duly and punctually perform all of the covenants, conditions and agreements contained in the Note, this Mortgage and the other Loan Documents all of which covenants, conditions and agreements are hereby made a part of this Mortgage to the same extent and with the same force as if fully set forth herein. 2. Warranty of Title. Mortgagor warrants that Mortgagor has good, marketable and insurable title to the Mortgaged Property and has the right to mortgage, give, grant, bargain, sell, alien, enfeoff, convey, confirm, pledge, assign and hypothecate the same and that Mortgagor possesses an unencumbered fee estate in the Premises and the Improvements and that it owns the Mortgaged Property free and clear of all liens, encumbrances and charges whatsoever except for those exceptions shown in the title insurance policy insuring the lien of this Mortgage ("Permitted Encumbrances"). Mortgagor represents and warrants that none of the Permitted Encumbrances will materially and adversely affect (a) Mortgagor's ability to pay in full the Debt, (b) the use of the Mortgaged Property for the use currently being made thereof, (c) the operation of the Mortgaged Property, or (d) the value of the Mortgaged Property. Mortgagor shall forever warrant, defend and preserve such title and the validity and priority of the lien of this Mortgage and shall forever warrant and defend the same to Mortgagee against the claims of all persons whomsoever. 3. Insurance. (a) Mortgagor, at its sole cost and expense, will keep the Mortgaged Property insured during the entire term of this Mortgage for the mutual benefit of Mortgagor and Mortgagee against loss or damage by fire, lightning, wind and such other perils as are included in a standard "all-risk" or "special causes of loss" form and against loss or damage by all other risks and hazards covered by a standard extended coverage insurance policy including, without limitation, riot and civil commotion, vandalism, malicious mischief, burglary and theft. Such insurance shall be in an amount equal to the greatest of (i) the then full replacement cost of the Improvements and Equipment, without deduction for physical depreciation and (ii) such amount that the insurer would not deem Mortgagor a co-insurer under said policies. The policies of insurance carried in accordance with this section shall be paid annually in advance and shall contain a "Replacement Cost Endorsement" with a waiver of depreciation and an "Agreed Amount Endorsement". The policies shall have a deductible no greater than $25,000 unless agreed to by Mortgagee. (b) Mortgagor, at its sole cost and expense, for the mutual benefit of Mortgagor and Mortgagee, shall also obtain and maintain, or cause to be obtained and maintained, during the entire term of this Mortgage the following policies (collectively, with the other policies required by this Section, the "Policies" and each a "Policy"): (i) Flood insurance if any part of the Mortgaged Property is located in an area identified by the Federal Emergency Management Agency as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973 or the National Flood Insurance Reform Act of 1994 (and any amendment or successor act 5 thereto) in an amount at least equal to the lesser of (A) the full replacement cost of the Improvements and the Equipment within the parts of the Mortgaged Property so affected, (B) the outstanding principal amount of the Note or (C) the maximum limit of coverage available with respect to the Improvements and Equipment under said Act. (ii) Comprehensive General Liability or Commercial General Liability insurance, including a broad form comprehensive general liability endorsement and coverage for broad form property damage, contractual damages, personal injuries (including death resulting therefrom) and a liquor liability endorsement if liquor is sold on the Mortgaged Property, containing minimum limits of liability of $2 million for both injury to or death of a person and for property damage per occurrence, and such other liability insurance reasonably requested by Mortgagee. In addition, at least $3 million excess and/or umbrella liability insurance shall be obtained and maintained for any and all claims, including all legal liability imposed upon Mortgagor and all court costs and attorneys' fees incurred in connection with the ownership, operation and maintenance of the Mortgaged Property. (iii) Rental loss and/or business interruption insurance for a period of 12 months in an amount equal to the estimated gross revenues from the operations of the Mortgaged Property over 12 months. The amount of such rental loss insurance shall be increased from time to time during the term of this Mortgage as and when new Leases and renewal Leases are entered into in accordance with the terms of this Mortgage, to reflect all increased rent and increased additional rent payable by all of the tenants under such Leases. (iv) Insurance against loss or damage from explosion of steam boilers, air conditioning equipment, high pressure piping, machinery and equipment, pressure vessels or similar apparatus now or hereafter installed in the Improvements and including broad form boiler and machinery insurance (without exclusion for explosion) covering all boilers or other pressure vessels, machinery and equipment located in, on, or about the Premises and the Improvements. Coverage is required in an amount at least equal to the full replacement cost of such equipment. Coverage must extend to electrical equipment, sprinkler systems, heating and air conditioning equipment, refrigeration equipment and piping. (v) If the Mortgaged Property includes commercial property, worker's compensation insurance with respect to any employees of Mortgagor, as required by any governmental authority or legal requirement. (vi) During any period of repair or restoration, builder's "all risk" insurance in an amount equal to not less than the full insurable value 6 of the Mortgaged Property against such risks (including, without limitation, fire and extended coverage and collapse of the Improvements to agreed limits) as Mortgagee may request, in form and substance reasonably acceptable to Mortgagee. (vii) Ordinance or law coverage to compensate for the cost of demolition, increased cost of construction, and loss to any undamaged portions of the Improvements, if the current use of the Mortgaged Property or the Improvements themselves are or become "nonconforming" pursuant to the applicable zoning regulations, or full rebuildability following casualty is otherwise not permitted under such zoning regulations. (viii) Windstorm insurance in an amount equal to the lesser of the original principal balance of the Loan and the maximum amount permitted by law. (ix) Such other insurance as may from time to time be reasonably required by Mortgagee in order to protect its interests and which is then customarily required by institutional lenders for similar properties similarly situated, against other insurable hazards, which at the time are commonly insured against and generally available at commercially reasonable premiums in the case of properties similarly situated, due regard to be given to the size and type of the Premises, Improvements and Equipment and their location, construction and use. The insurance policies required under subsections 3(a) and 3(b)(iii) above shall be required to cover perils of terrorism and acts of terrorism so long as such insurance coverage is available at commercially reasonable rates (as determined by Mortgagee in its sole discretion); provided however, if a Rating Agency in connection with a Secondary Market Transaction (as hereinafter defined) or in connection with its rating surveillance of the certificates issued pursuant to a Secondary Market Transaction would not provide or maintain a rating (including, without limitation, any so-called "shadow" rating) for any portion of such certificates or the Loan which would otherwise be available but for the failure to maintain terrorism insurance with respect to the Loan (or the Loan among other loans included in the Secondary Market Transaction), Mortgagor will so maintain such insurance if obtainable from any insurer or any governmental authority (for the maximum amount obtainable up to the amounts set forth in subsections 3(a) and 3(b)(iii) above and with deductibles no greater than those provided in subsection 3(a) above). (c) All Policies (i) shall be issued by companies approved by Mortgagee and licensed to do business in the state where the Mortgaged Property is located, with a claims paying ability rating of "A:VIII" or better in the current Best's Insurance Reports; (ii) shall be maintained throughout the term of this Mortgage without cost to Mortgagee; (iii) shall contain a Non-Contributory Standard Mortgagee Clause and a Lender's Loss Payable Endorsement, or their equivalents, naming Mortgagee as the person to which all payments made by such insurance company shall be paid; (iv) shall contain a waiver of subrogation against Mortgagee; (v) shall be maintained throughout 7 the term of the Mortgage without cost to Mortgagee; (vi) shall be delivered to Mortgagee in the form of certified copies of the Policies in effect on the date hereof; (vii) shall contain such provisions as Mortgagee deems reasonably necessary or desirable to protect its interest including, without limitation, endorsements providing that neither Mortgagor, Mortgagee nor any other party shall be a co-insurer under said Policies and that Mortgagee shall receive at least thirty (30) days prior written notice of any modification or cancellation; (viii) shall be for a term of not less than one year, (ix) shall be issued by an insurer licensed in the state in which the Mortgaged Property is located, (x) shall provide that Mortgagee may, but shall not be obligated to, make premium payments to prevent any cancellation, endorsement, alteration or reissuance, and such payments shall be accepted by the insurer to prevent same, (xii) shall be reasonably satisfactory in form and substance to Mortgagee and shall be reasonably approved by Mortgagee as to amounts, form, risk coverage, deductibles, loss payees and insureds; and (xiii) shall provide that all claims shall be allowable on an occurrence basis. Policies may also be so-called "blanket" policies, subject to Mortgagee's reasonable approval, so long as the required coverages are provided and are not reduced in amount or quality by virtue of the pooling effect of such "blanket" policies. Upon demand therefor, Mortgagor shall reimburse Mortgagee for all of Mortgagee's (or its servicer's) reasonable costs and expenses incurred in obtaining any or all of the Policies or otherwise causing the compliance with the terms and provisions of this Section 3, including (without limitation) obtaining updated flood hazard certificates and replacement of any so-called "forced placed" insurance coverages. Mortgagor shall pay the premiums for such Policies (the "Insurance Premiums") as the same become due and payable and shall furnish to Mortgagee evidence of the renewal of each of the Policies with receipts for the payment of the Insurance Premiums or other evidence of such payment reasonably satisfactory to Mortgagee (provided, however, that Mortgagor is not required to furnish such evidence of payment to Mortgagee in the event that such Insurance Premiums have been paid by Mortgagee pursuant to Section 5 hereof). Subject to the immediately preceding parenthetical, if Mortgagor does not furnish such evidence and receipts at least thirty (30) days prior to the expiration of any expiring Policy, then Mortgagee may procure, but shall not be obligated to procure, such insurance and pay the Insurance Premiums therefor, and Mortgagor agrees to reimburse Mortgagee for the cost of such Insurance Premiums promptly on demand. Within thirty (30) days after request by Mortgagee, Mortgagor shall obtain such increases in the amounts of coverage required hereunder as may be reasonably requested by Mortgagee, taking into consideration changes in the value of money over time, changes in liability laws, changes in prudent customs and practices, and the like. Mortgagor shall give Mortgagee prompt written notice if Mortgagor receives from any insurer any written notification or threat of any actions or proceedings regarding the non-compliance or non-conformity of the Mortgaged Property with any insurance requirements. For purposes hereof, references to "Mortgagee" shall also be deemed to include, without limitation, Mortgagee's successors, assigns or other designees. (d) Intentionally omitted. (e) If the Mortgaged Property shall be damaged or destroyed, in whole or in part, by fire or other casualty (an "Insured Casualty"), the Mortgagor shall 8 give prompt notice thereof to the Mortgagee and, provided Mortgagee makes the insurance proceeds available to Mortgagor, Mortgagor shall promptly repair the Mortgaged Property to be at least equal value and of substantially the same character as prior to such damage, all to be effected in accordance with applicable law and plans and specifications reasonably approved in advance by Mortgagee. The expenses incurred by Mortgagee in the adjustment and collection of insurance proceeds shall become part of the Debt and be secured hereby and shall be reimbursed by Mortgagor to Mortgagee upon demand. (f) In case of loss or damages covered by any of the Policies, the following provisions shall apply: (i) In the event of an Insured Casualty that does not exceed $500,000, Mortgagor may settle and adjust any claim without the consent of Mortgagee and agree with the insurance company or companies on the amount to be paid upon the loss; provided that such adjustment is carried out in a competent and timely manner. In such case, Mortgagor is hereby authorized to collect and receipt for any such insurance proceeds. (ii) In the event an Insured Casualty shall exceed $500,000, then and in that event, Mortgagee, with the reasonable approval of Mortgagor in the absence of an Event of Default, and without the consent of Mortgagor if any Event of Default has occurred and is continuing, may settle and adjust any claim without the consent of Mortgagor and agree with the insurance company or companies on the amount to be paid on the loss and the proceeds of any such policy shall be due and payable solely to Mortgagee and held in escrow by Mortgagee in accordance with the terms of this Mortgage. (iii) In the event of any Insured Casualty, if (A) the loss is in an aggregate amount less than twenty percent (20%) of the original principal balance of the Note, and (B), in the reasonable judgment of Mortgagee, the Mortgaged Property can be restored within twelve (12) months after insurance proceeds are made available to an economic unit not less valuable (including an assessment of the impact of the termination of any Leases due to such Insured Casualty) and not less useful than the same was prior to the Insured Casualty, and after such restoration will adequately secure the outstanding balance of the Debt, and such restoration can be completed on or before six (6) months prior to the Maturity Date of the Loan, and (C) no Event of Default (hereinafter defined) shall have occurred and be then continuing, then the proceeds of insurance shall be applied to reimburse Mortgagor for the cost of restoring, repairing, replacing or rebuilding the Mortgaged Property or part thereof subject to Insured Casualty, as provided for below; and Mortgagor hereby covenants and agrees forthwith to commence and diligently to prosecute such restoring, repairing, replacing or rebuilding; provided, however, that if such proceeds are so made available to Mortgagor pursuant to the terms hereof, Mortgagor shall in any event pay all costs (and if required by 9 Mortgagee, Mortgagor shall deposit the total thereof with Mortgagee in advance) of such restoring, repairing, replacing or rebuilding in excess of the net proceeds of insurance made available pursuant to the terms hereof. (iv) Except as provided above, the proceeds of insurance collected upon any Insured Casualty shall, at the option of Mortgagee in its sole discretion, be applied to the payment of the Debt or applied to reimburse Mortgagor for the cost of restoring, repairing, replacing or rebuilding the Mortgaged Property or part thereof subject to the Insured Casualty, in the manner set forth below. Any such application to the Debt shall not be considered a voluntary prepayment requiring payment of the the Yield Maintenance Premium (as such term is defined in the Note). (v) In the event Mortgagor is entitled to reimbursement out of insurance proceeds held by Mortgagee, such proceeds shall be disbursed from time to time upon Mortgagee being furnished with (A) evidence reasonably satisfactory to it that the restoration, repair, replacement and rebuilding covered by the disbursement has been completed in accordance with plans and specifications approved by Mortgagee, (B) evidence reasonably satisfactory to it of the estimated cost of completion of the restoration, repair, replacement and rebuilding, (C) funds, or, at Mortgagee's option, assurances satisfactory to Mortgagee that such funds are available, sufficient in addition to the proceeds of insurance to complete the proposed restoration, repair, replacement and rebuilding, and (D) such architect's certificates, waivers of lien, contractor's sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Mortgagee may reasonably require and approve; and Mortgagee may, in any event, require that all plans and specifications for such restoration, repair, replacement and rebuilding be submitted to and approved by Mortgagee prior to commencement of work. With respect to disbursements to be made by Mortgagee: (A) no payment made prior to the final completion of the restoration, repair, replacement and rebuilding shall exceed ninety percent (90%) of the value of the work performed from time to time; (B) funds other than proceeds of insurance shall be disbursed prior to disbursement of such proceeds; and (C) at all times, the undisbursed balance of such proceeds remaining in the hands of Mortgagee, together with funds deposited for that purpose or irrevocably committed to the satisfaction of Mortgagee by or on behalf of Mortgagor for that purpose, shall be at least sufficient in the reasonable judgment of Mortgagee to pay for the cost of completion of the restoration, repair, replacement or rebuilding, free and clear of all liens or claims for lien and the costs described in Subsection (vi) below. Any surplus which may remain out of insurance proceeds held by Mortgagee after payment of such costs of restoration, repair, replacement or rebuilding shall at Mortgagee's option be applied to the Debt (such application to the Debt shall not be considered a voluntary 10 prepayment requiring payment of the Yield Maintenance Premium) or paid to Mortgagor. In no event shall Mortgagee assume any duty or obligation for the adequacy, form or content of any such plans and specifications, nor for the performance, quality or workmanship of any restoration, repair, replacement and rebuilding. (vi) Notwithstanding anything to the contrary contained herein, the proceeds of insurance reimbursed to Mortgagor in accordance with the terms and provisions of this Mortgage shall be reduced by the reasonable costs (if any) incurred by Mortgagee in the adjustment and collection thereof and by the reasonable costs incurred by Mortgagee of paying out such proceeds (including, without limitation, reasonable attorneys' fees and costs paid to third parties for inspecting the restoration, repair, replacement and rebuilding and reviewing the plans and specifications therefor). 4. Payment of Taxes and Other Charges. Subject to the provisions of Section 5 below, Mortgagor shall pay all taxes, assessments, water rates and sewer rents, now or hereafter levied or assessed or imposed against the Mortgaged Property or any part thereof (the "Taxes") and all ground rents, maintenance charges, other governmental impositions, and other charges, including without limitation vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Premises, now or hereafter levied or assessed or imposed against the Mortgaged Property or any part thereof (the "Other Charges") as the same become due and payable. Mortgagor will deliver to Mortgagee, promptly upon Mortgagee's request, evidence satisfactory to Mortgagee that the Taxes and Other Charges have been so paid or are not then delinquent. Mortgagor shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Mortgaged Property, and shall promptly pay for all utility services provided to the Mortgaged Property. Mortgagor shall furnish to Mortgagee or its designee receipts for the payment of the Taxes, Other Charges and said utility services prior to the date the same shall become delinquent (provided, however, that Mortgagor is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Mortgagee pursuant to Section 5 hereof) 5. Tax and Insurance Escrow Fund. Notwithstanding Sections 3 and 4 above, on the Closing Date, Mortgagor shall make an initial deposit to the Tax and Insurance Escrow Fund, as hereinafter defined, in an amount which, when added to the monthly amounts to be deposited as specified below, will be sufficient in the estimation of Mortgagee to satisfy the next due taxes, assessments, insurance premiums and other similar charges, plus an additional amount equal to one (1) monthly installment for each. Beginning on the date the first constant monthly payment is due under the Note, and on the first day of each calendar month thereafter, Mortgagor shall, at the option of Mortgagee or its designee, pay to Mortgagee (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Mortgagee to be payable, during the next ensuing twelve (12) months, and (b) one-twelfth of an amount which would be 11 sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (said amounts in (a) and (b) above hereinafter called the "Tax and Insurance Escrow Fund"); provided, however, that so long as no Event of Default exists and is continuing and funds on account of Taxes are in all cases deposited into the Tax and Insurance Escrow Fund to satisfy the next due Taxes not less than thirty (30) days prior to the date such Taxes are due and payable (without interest or penalty), the Mortgagor may delay making deposits on those portions of the Taxes for which Mortgagor is entitled to payment or reimbursements from the anchor tenants at the Mortgaged Property known as "Publix" and "Walgreens", or any anchor tenants which replace such anchor tenants under leases approved in writing by Mortgagee covering, in all cases, substantially all the space occupied by the initial anchor tenant, until the dates upon which such payments or reimbursements are due and payable from such tenants under their respective Leases (as currently in effect, or as renewed or modified without any modification which further extends the time period for the payment of tax contributions or pass-throughs), but only so long as such tenants are not in default under their Leases, and further provided (x) that the foregoing proviso affects only the timing of certain of Mortgagor's deposits into the Tax and Insurance Fund, and in no event shall Mortgagor be excused from or allowed to further delay such deposits if such tenants fail or refuse, for any reason or for no reason, to make any payments under their Leases when due, on account of Taxes or otherwise, and (y) the permitted delay in the Mortgagor's deposits hereunder shall be allowed only upon Mortgagor providing a schedule (which Mortgagor may modify from time to time as appropriate) of the proposed amount and time of such delayed deposits, and Mortgagee's review and approval of such schedule, or any modification thereto. Mortgagee may, in its sole discretion, retain a third party tax consultant to obtain tax certificates or other evidence or estimates of tax due or to become due or to verify the payment of taxes and Mortgagor will promptly reimburse Mortgagee for the reasonable cost (not in excess of $500.00 in the aggregate so long as no Event of Default exists) of retaining any such third parties or obtaining such certificates. Any unpaid reimbursements for the aforesaid shall be added to the Debt. The Tax and Insurance Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note, shall be added together and shall be paid as an aggregate sum by Mortgagor to Mortgagee. Mortgagor hereby pledges to Mortgagee any and all monies now or hereafter deposited in the Tax and Insurance Escrow Fund as additional security for the payment of the Debt. Mortgagee will apply the Tax and Insurance Escrow Fund to payments of Taxes and Insurance Premiums required to be made by Mortgagor pursuant to Sections 3 and 4 hereof. In making any payment relating to the Tax and Insurance Escrow Fund, Mortgagee may do so according to any bill, statement or estimate procured from the appropriate public office (with respect to Taxes) or insurer or agent (with respect to Insurance Premiums), without inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax, assessment, sale, forfeiture, tax lien or title or claim thereof. If the amount of the Tax and Insurance Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 3 and 4 hereof, Mortgagee shall, in its discretion, credit such excess against future payments to be made to the Tax and Insurance Escrow Fund. In allocating such excess, Mortgagee may deal with the person shown on the records of Mortgagee to be the owner of the Mortgaged Property. If at any time Mortgagee determines that the Tax and Insurance Escrow Fund is 12 not or will not be sufficient to pay the items set forth in (a) and (b) above, Mortgagee shall notify Mortgagor of such determination and Mortgagor shall increase its monthly payments to Mortgagee by the amount that Mortgagee estimates is sufficient to make up the deficiency at least thirty (30) days prior to delinquency of the Taxes and/or expiration of the Policies, as the case may be. Upon the occurrence of an Event of Default, Mortgagee may apply any sums then present in the Tax and Insurance Escrow Fund to the payment of the following items in any order in its sole discretion. Until expended or applied as above provided, any amounts in the Tax and Insurance Escrow Fund shall constitute additional security for the Debt. The Tax and Insurance Escrow Fund shall not constitute a trust fund, shall be held in an interest-bearing account and may be commingled with other monies held by Mortgagee. Interest earned on the Tax and Insurance Escrow Fund shall become part of the Tax and Insurance Escrow Fund, and such income shall be reported under Mortgagor's tax identification number. Upon payment of the Debt and performance by Mortgagor of all its obligations under this Mortgage and the other Loan Documents, any amounts remaining in the Tax and Insurance Escrow Fund shall be promptly thereafter refunded to Mortgagor. 6. Replacement Reserve Fund. Beginning on the date the first constant monthly payment is due under the Note, and on the first day of each calendar month thereafter, Mortgagor shall pay to Mortgagee an amount equal to one-twelfth of $22,969.00, the amount estimated by Mortgagee in its sole discretion to be due for replacements and repairs required to be made to the Mortgaged Property during the calendar year for the replacements and repairs deemed reasonably necessary by Mortgagee (the "Replacement Reserve Fund"). Mortgagor hereby pledges (and grants a lien and security interest) to Mortgagee any and all monies now or hereafter deposited in the Replacement Reserve Fund as additional security for the payment of the Debt. As required in Section 17 below, Mortgagor shall deliver to Mortgagee for Mortgagee's review and approval, a capital expenditure budget (the "Budget") itemizing the replacements and capital repairs which are anticipated to be made to the Mortgaged Property during the next immediately succeeding calendar year. Provided that no Event of Default shall exist and remain uncured, Mortgagee shall make disbursements from the Replacement Reserve Fund as requested, in writing, by Mortgagor, and approved by Mortgagee in its sole discretion, on a monthly basis in increments of no less than $2,500 upon delivery by Mortgagor of copies of paid invoices (or with respect to requests in excess of $10,000, unpaid invoices) for the amounts requested, a certification from Mortgagor stating: (a) the nature and type of the related replacement or repair, (b) that the related replacement or repair has been completed in a good and workmanlike manner and (c) that the related replacement or repair has been paid for in full (or, with respect to requests in excess of $10,000, will be paid for in full from the requested disbursement) and, if required by Mortgagee, lien waivers and releases from all parties furnishing materials and/or services in connection with the requested payment. Any disbursement by Mortgagee hereunder for a capital item in excess of $10,000 and not already paid for by Mortgagor, shall be made by joint check, payable to Mortgagor and the applicable contractor, supplier, materialman, mechanic, subcontractor or other party to whom payment is due in connection with such capital item. Mortgagee may require an inspection of the Mortgaged Property at Mortgagor's expense prior to making a 13 disbursement in order to verify completion of replacements and repairs for which reimbursement is sought. The Replacement Reserve Fund is solely for the protection of Mortgagee and entails no responsibility or obligation on Mortgagee's part beyond the payment of the costs and expenses described in this section in accordance with the terms hereof and beyond the allowing of due credit for the sums actually received. The Replacement Reserve Fund shall be held in an interest bearing account in Mortgagee's name at a financial institution selected by Mortgagee in its sole discretion. All earnings or interest on the Replacement Reserve Fund shall be and become part of such Replacement Reserve Fund and shall be disbursed as provided in this Section 6. Upon the occurrence of an Event of Default, Mortgagee may apply any sums then present in the Replacement Reserve Fund to the payment of the Debt in any order in its sole discretion. Upon payment of the Debt and performance by Mortgagor of all its obligations under this Mortgage and the other Loan Documents, any amounts remaining in the Replacement Reserve Fund shall be promptly thereafter refunded to Mortgagor. The Replacement Reserve Fund shall not constitute a trust fund and may be commingled with other monies held by Mortgagee. 7. Condemnation. (a) Mortgagor shall promptly give Mortgagee written notice of the actual or threatened commencement of any condemnation or eminent domain proceeding and shall deliver to Mortgagee copies of any and all papers served in connection with such proceedings. Mortgagee is hereby irrevocably appointed as Mortgagor's attorney-in-fact, coupled with an interest, with exclusive power to collect, receive and retain any award or payment for said condemnation or eminent domain and to make any compromise or settlement in connection with such proceeding, subject to the provisions of this Mortgage. Notwithstanding any taking by any public or quasi-public authority through eminent domain or otherwise (including but not limited to any transfer made in lieu of or in anticipation of the exercise of such taking), Mortgagor shall continue to pay the Debt at the time and in the manner provided for its payment in the Note, in this Mortgage and the other Loan Documents and the Debt shall not be reduced until any award or payment therefor shall have been actually received after expenses of collection and applied by Mortgagee to the discharge of the Debt. Mortgagee shall not be limited to the interest paid on the award by the condemning authority but shall be entitled to receive out of the award interest at the rate or rates provided herein and in the Note. Mortgagor shall cause the award or payment made in any condemnation or eminent domain proceeding, which is payable to Mortgagor, to be paid directly to Mortgagee. Mortgagee may apply any such award or payment to the reduction or discharge of the Debt whether or not then due and payable (such application to be without any prepayment consideration, except that if an Event of Default, or an event with notice and/or the passage of time, or both, would constitute an Event of Default, has occurred, then such application shall be subject to the prepayment consideration computed in accordance with the Note). If the Mortgaged Property is sold, through foreclosure or otherwise, prior to the receipt by Mortgagee of such award or payment, Mortgagee shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive said award or payment, or a portion thereof sufficient to pay the Debt. 14 (b) Notwithstanding the provisions of Subsection (a) above, in the event of a condemnation of less than all of the Mortgaged Property where: (i) no Event of Default shall have occurred and be continuing; (ii) the condemnation will not, in Mortgagee's sole discretion, result in a material adverse effect to the use or operation of the Mortgaged Property, Mortgagor's ability to make payments hereunder, or the operating income from the Mortgaged Property; and (iii) the amount of any award or payment that is uncontested shall have been paid to Mortgagee, then Mortgagee and Mortgagor shall jointly make any such compromise or settlement hereunder, or otherwise adjudicate such claim, and such award or payment (less amounts payable to Mortgagee for its costs and expenses incurred in connection therewith) shall be paid by Mortgagee to Mortgagor in the same manner as provided by Subsection 3(f)(v) above to restore the Mortgaged Property to an architecturally and functionally compatible condition. 8. Representations and Covenants Concerning Loan. Mortgagor represents, warrants and covenants as follows: (a) Mortgagor shall comply with all of the recommendations concerning the maintenance and repair of the Mortgaged Property which are contained in the inspection and engineering report which was delivered to Mortgagee in connection with the origination of the Loan. (b) In the event Mortgagor decides to engage a third party management company to manage the Mortgaged Property, Mortgagor agrees to engage a management company satisfactory to Mortgagee, pursuant to a management agreement satisfactory to Mortgagee, and to cause such management company to execute the Acknowledgment of Property Manager in form and substance as executed by the existing manager of the Mortgaged Property in connection with the Loan, and to deliver to Mortgagee promptly upon such engagement, a fully-executed copy of the management agreement, together with the Acknowledgment of Property Manager signed by such manager. (c) In the event Mortgagee determines in its sole and reasonable discretion that the quality of management for the Mortgaged Property has deteriorated, Mortgagor agrees to engage a management company satisfactory to Mortgagee within forty-five (45) days after Mortgagor's receipt of written notice of Mortgagee's determination of the deterioration of the quality of management, pursuant to a management agreement satisfactory to Mortgagee, and to cause such management company to execute the Acknowledgment of Property Manager in form and substance as executed by the existing manager of the Mortgaged Property in connection with the Loan, and to deliver to Mortgagee promptly upon such engagement, a fully-executed copy of the management agreement, together with the Acknowledgment of Property Manager signed by such manager. (d) Mortgagor has reviewed and is familiar with all opinions of legal counsel to Mortgagor and any Guarantor or Affiliate (as hereinafter defined) to be delivered in connection with the Loan, including those respecting enforceability and authority. None of the assumptions set forth in such opinions are incorrect. 15 (e) Neither Mortgagor, nor any Guarantor nor any Affiliate is or has been a debtor, and no property of any of them (including the Mortgaged Property) is property of the estate, in any voluntary or involuntary case under the Bankruptcy Code or under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect. No such party and no property of any of them is or has been under the possession or control of a receiver, trustee or other custodian. Neither Mortgagor, any Guarantor or any Affiliate has made or will make any assignment for the benefit of creditors. No such assignment or bankruptcy or similar case or proceeding is now contemplated. (f) The representations and warranties contained in the Closing Certificate executed by Mortgagor in connection with the Note (which certificate constitutes one of the Loan Documents) are true and correct and Mortgagor shall observe the covenants contained therein. 9. Single Purpose Entity/Separateness. Mortgagor represents, warrants and covenants as follows: (a) Mortgagor has not and shall not own any asset or property other than (i) the Mortgaged Property, and (ii) incidental personal property necessary for the ownership or operation of the Mortgaged Property. (b) Mortgagor has not and shall not engage in any business or activity other than the acquisition, ownership, management and operation of the Mortgaged Property and such activities as are necessary, incidental or appropriate in connection therewith, and Mortgagor will conduct and operate its business as presently conducted and operated. (c) Mortgagor has not and shall not enter into or be a party to any transaction, contract or agreement with any guarantor of the Debt or any part thereof (a "Guarantor") or any party which is directly or indirectly controlling, controlled by or under common control with Mortgagor or Guarantor (an "Affiliate"), except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than any Guarantor or Affiliate. (d) Other than debt owed which shall be discharged and paid upon funding of the loan secured hereby, Mortgagor has not incurred and shall not incur any indebtedness, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (i) the Debt, (ii) trade and operational debt incurred in the ordinary course of business with trade creditors in connection with owning, operating and maintaining the Mortgaged Property, in such amounts as are normal and reasonable under the circumstances, provided such debt is not evidenced by a promissory note or other security instrument and is not at any time in an aggregate amount in excess of two percent (2%) of the original loan amount evidenced by the Note, and further provided that all such trade debts are paid within thirty (30) days after the same are incurred and (iii) unsecured subordinated loans to Mortgagor (the "Subordinated Loans", each a "Subordinated Loan") made by Ramco-Gershenson Properties, L.P., a Delaware limited partnership (the "Partnership"), provided that such loan or loans are 16 made for the sole purpose of funding, and are used by Mortgagor solely for, working capital and/or the expansion or relocation of the Walgreens Space and/or the expansion of the Publix Space and/or otherwise to improve, alter and remodel the Mortgaged Property and provided that Mortgagee consents to such expansion, relocation, improvement, alteration or remodeling, as applicable, such consent not to be unreasonably withheld; provided, that Subordinated Loans shall be permitted only if and so long as each of the following conditions are satisfied: (1) the payment terms of each Subordinate Loan shall not require payments to be made or payments to become due unless and until the Loan (or any refinancing loan the proceeds of which are used to repay the Loan) is fully paid and satisfied, except that voluntary payments by Mortgagor from excess cash flow from the Mortgaged Property may be permitted so long as no (x) Event of Default or (y) Cash Management Event (as hereinafter defined) has occurred and is continuing, (2) the aggregate outstanding balance of the Subordinated Loans and interest accrued and unpaid thereon together with the Debt (the "Total Debt Amount") shall not exceed 80% of the value of the Mortgaged Property (such value to be determined at the time each such Subordinated Loan is made and to be determined based on an appraisal similar to the appraisal obtained at loan origination and otherwise in form and substance reasonably acceptable to Mortgagee, such appraisal also to take account of any increase in value created by any related expansion or remodeling; provided, however, that if the Total Debt Amount does not exceed 80% of $18,650,000.00, a new appraisal will not be required) and (3) the Partnership shall, prior to making any Subordinate Loan advance, execute and deliver to and for the benefit of Mortgagee a subordination and standstill agreement in the form of Exhibit E attached to that certain Closing Certificate dated as of the date hereof, executed by Mortgagor for the benefit of Mortgagee (the "Closing Certificate"), and (4) all reasonable costs and expenses incurred by Mortgagee in connection with such Subordinated Loans, including, but not limited to, the review of any and all materials required to be provided in connection therewith (including Mortgagee's reasonable attorney's fees and expenses) shall be at the expense of Mortgagor and shall be paid by Mortgagor to Mortgagee upon demand. No indebtedness other than the Debt may be secured (senior, subordinate or pari passu) by the Mortgaged Property. (e) Mortgagor has not made and shall not make any loans or advances to any third party, nor to Guarantor, any Affiliate or any constituent party of Mortgagor. (f) Without intending to modify or diminish any limitations on recourse benefiting Mortgagor under this Mortgage or the other Loan Documents, Mortgagor is and will remain solvent and Mortgagor will pay its debts from its assets as the same shall become due. (g) Mortgagor has done or caused to be done and shall do all things necessary, to preserve its existence, and Mortgagor will not, nor will Mortgagor permit Guarantor to amend, modify or otherwise change the partnership certificate, partnership agreement, articles of incorporation and bylaws, certificate of formation, operating agreement, trust or other organizational documents of Mortgagor or Guarantor in a manner which would adversely affect Mortgagor's existence as a single-purpose entity, without the prior written consent of Mortgagee. 17 (h) Mortgagor has maintained and shall maintain financial statements, accounting records, books and records, bank accounts and other entity documents separate from those of its Affiliates and any constituent party of Mortgagor or any other person or entity, and Mortgagor has filed and shall file its own tax returns. Mortgagor has maintained and shall maintain its books, records, resolutions and agreements as official records. (i) Mortgagor has been and will be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate, any constituent party of Mortgagor or any Guarantor), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, shall not identify itself or any of its Affiliates as a division or part of the other and shall maintain and utilize separate stationery, invoices and checks. Mortgagor has allocated and shall allocate fairly and reasonably any overhead for shared office space. (j) Mortgagor has preserved and kept and shall preserve and keep in full force and effect its existence, good standing and qualification to do business in the state in which the Mortgaged Property is located and Mortgagor has observed and will observe all partnership, corporate or limited liability company formalities, as applicable. (k) Mortgagor has maintained and shall maintain adequate capital and a sufficient number of employees, if any, for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations. Mortgagor will pay the salaries of its own employees. (l) Neither Mortgagor nor any constituent party of Mortgagor has or shall seek or consent to the dissolution or winding up, in whole or in part, of Mortgagor, nor will Mortgagor merge with or be consolidated into any other entity or acquire by purchase or otherwise all or substantially all of the business assets of, or any stock of beneficial ownership of, any entity. (m) Mortgagor has not and shall not commingle the funds and other assets of Mortgagor with those of any Affiliate, any Guarantor, any constituent party of Mortgagor or any other person, and Mortgagor will pay its own liabilities out of its own funds and assets. (n) Mortgagor has maintained and shall maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any constituent party of Mortgagor, Affiliate, Guarantor or any other person. (o) Mortgagor has not and shall not assume, guarantee, become obligated for or hold itself out to be responsible for the debts or obligations of any other person (provided, that the foregoing shall not prevent Mortgagor from being and holding itself responsible for expenses incurred or obligations undertaken by the property manager of the Mortgaged Property in respect of its duties regarding the Mortgaged Property). 18 (p) Mortgagor shall obtain and maintain in full force and effect, and abide by and satisfy the material terms and conditions of, all material permits, licenses, registrations and other authorizations with or granted by any governmental authorities that may be required from time to time with respect to the performance of its obligations under this Mortgage. (q) Mortgagor does not and shall not own any subsidiary, or make any investment in any person or entity. (r) Mortgagor has not and shall not without the unanimous consent of all its general partners, directors or members, as applicable, file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors. (s) If Mortgagor is a limited partnership with more than one general partner, its limited partnership agreement requires the remaining partners to continue the partnership as long as one solvent general partner exists. (t) If Mortgagor is a limited partnership or a limited liability company, each general partner or managing member (each, an "SPC Party") shall be a corporation or a limited liability company whose sole asset is its interest in Mortgagor and each such SPC Party will at all times comply, and will cause Mortgagor to comply, with each of the representations, warranties, and covenants contained in this Section 9 as if such representation, warranty or covenant was made directly by such SPC Party. The articles of incorporation and the bylaws, or the articles of formation and the operating agreement, as may be applicable, of each such SPC Party shall require that the directors or managers of such SPC Party consider the interests of the creditors of such SPC Party in connection with all corporate decisions and actions. 10. Maintenance of Mortgaged Property. Mortgagor shall cause the Mortgaged Property to be operated and maintained in a good and safe condition and repair and in keeping with the condition and repair of properties of a similar use, value, age, nature and construction. Mortgagor shall not use, maintain or operate the Mortgaged Property in any manner which constitutes a public or private nuisance or which makes void, voidable, or cancelable, or increases the premium of, any insurance then in force with respect thereto. The Improvements and the Equipment shall not be removed, demolished or materially altered (except for normal replacement of the Equipment) without the consent of Mortgagee. Mortgagor shall promptly comply with all laws, orders and ordinances affecting the Mortgaged Property, or the use thereof. Mortgagor shall promptly repair, replace or rebuild any part of the Mortgaged Property which may be destroyed by any casualty, or become damaged, worn or dilapidated or which may be affected by any proceeding of the character referred to in Section 7 hereof and shall complete and pay for any structure at any time in the process of construction or repair on the Premises. 19 11. Use of Mortgaged Property. Mortgagor shall not initiate, join in, acquiesce in, or consent to any change in any private restrictive covenant, zoning law, land use designation or other public or private restriction, limiting or defining the uses which may be made of the Mortgaged Property or any part thereof, nor shall Mortgagor initiate, join in, acquiesce in, or consent to any land use change, zoning change or zoning matter affecting the Mortgaged Property. If under applicable zoning provisions the use of all or any portion of the Mortgaged Property is or shall become a nonconforming use, Mortgagor will not cause or permit such nonconforming use to be discontinued or abandoned without the express written consent of Mortgagee. Mortgagor shall not permit or suffer to occur any waste on or to the Mortgaged Property or to any portion thereof and shall not take any steps whatsoever to convert the Mortgaged Property, or any portion thereof, to a condominium or cooperative form of management. Mortgagor will not install or permit to be installed on the Premises any underground storage tank or above-ground storage tank without the written consent of Mortgagee. 12. Transfer or Encumbrance of the Mortgaged Property. (a) Mortgagor acknowledges that Mortgagee will continue to rely on Mortgagor's ownership of the Mortgaged Property as a means of maintaining the value of the Mortgaged Property as security for repayment of the Debt. Mortgagor acknowledges that Mortgagee has a valid interest in maintaining the value of the Mortgaged Property so as to ensure that, should Mortgagor default in the repayment of the Debt, Mortgagee can recover the Debt by a sale of the Mortgaged Property. Subject to the provisions of Section 12(b) below, without the prior written consent of Mortgagee: (i) neither Mortgagor nor any other Person shall, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, sell, transfer, convey, mortgage, pledge, or assign any interest in, or encumber, alienate, grant a Lien in or against, or grant or enter into any easement, covenant or other agreement granting rights in or restricting the use or development of, (A) the Mortgaged Property or any part thereof, or (B) any partnership interest, membership interest, shares of stock, beneficial interest or any other ownership interest (in whole or in part) in Mortgagor or in any partner, member, shareholder, beneficiary or other direct or indirect holder or any interest therein, through each tier of ownership with the intention that the foregoing restrictions shall not be avoided by the use of multiple tiers of ownership of direct or indirect interests in Mortgagor; and (ii) no new partner, member, shareholder, beneficiary or other legal or equitable owner shall be admitted to or created in Mortgagor or in any partner, member, shareholder, beneficiary or other direct or indirect holder of any interest therein, through each tier of ownership with the intention that the foregoing restrictions shall not be avoided by the use of multiple tiers of ownership of direct or indirect interests in Mortgagor, (nor shall any existing general partner or member or controlling limited partner withdraw from Mortgagor); (iii) there shall be permitted no change in the organizational documents of, nor any withdrawal, resignation, removal or other change of status on the part 20 of any partner, member, officer, director, manager or other Person from or with respect to his, her or its position of authority or control in, any of Mortgagor or any partner, member, shareholder, beneficiary or other legal or equitable owner of Mortgagor, or any partner, member, shareholder, beneficiary or other direct or indirect holder of any interest therein (through each tier of ownership with the intention that these restrictions shall not be avoided by the use of multiple tiers of ownership of direct or indirect interests in Mortgagor), if any such occurrence shall result in a change in control of the Mortgaged Property, Mortgagor or Mortgagor's affairs. As used in this Section 12, "transfer" shall include, without limitation, (1) an installment sales agreement wherein Mortgagor agrees to sell the Mortgaged Property or any part thereof for a price to be paid in installments; and (ii) an agreement by Mortgagor leasing all or a substantial part of the Mortgaged Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Mortgagor's right, title and interest in and to any Leases or any Rents. (b) Notwithstanding the foregoing, the following shall not constitute a violation of the provisions of Section 12(a) above: (A) the leasing of individual units within the Mortgaged Property so long as Mortgagor complies with the provisions of the Loan Documents relating to such leasing activity; (B) a sale or other disposition of obsolete or worn-out personal property which is contemporaneously replaced by comparable personal property of equal or greater value which is free and clear of liens, encumbrances and security interests other than those created by the Loan Documents; (C) the grant of an easement, if prior to the granting of the easement Mortgagor causes to be submitted to Mortgagee all information required by Mortgagee to evaluate the easement, and if Mortgagee determines that the easement will not materially affect the operation of the Mortgaged Property or Mortgagee's interest in the Mortgaged Property and Mortgagor pays to Mortgagee, on demand, all cost and expense incurred by Mortgagee in connection with reviewing Mortgagor's request; (D) transfers of non-managing membership interests in Mortgagor, or of indirect interests in the non-managing members in Mortgagor, provided, that (1) following any such transfer Ramco-Gershenson Properties, L.P., a Delaware limited partnership ("RGPLP"), continues to own, directly or indirectly, at least a 25% beneficial interest in Mortgagor and continues to control Mortgagor, either directly or indirectly through subsidiary entities, (2) Ramco-Gershenson Properties Trust, a Maryland real estate investment trust (the "REIT"), remains the sole general partner of RGPLP and continues to maintain not less than a 50% partnership interest in RGPLP, and (3) if such transfer or series of transfers would result in (a) a transfer in the aggregate of more than 75% of the direct or indirect interests in Mortgagor as of the date hereof or (b) the proposed transferee, together with his, her or its Affiliates and immediate family members, owning in the aggregate, directly or indirectly (whether by means of beneficial ownership or ownership interests in entities which in turn directly or indirectly, through multiple ownership tiers or otherwise, own interests in Mortgagor or otherwise), more than 75% of the ownership or beneficial ownership interest in Mortgagor (unless such Transferee is RGLP or a subsidiary thereof), then such transfer or series of transfers shall require the consent of Mortgagee and, at the sole option of Mortgagee, recommendations 21 in writing from the Rating Agencies (as defined hereinafter) to the effect that such transfer will not result in a re-qualification, reduction or withdrawal of any rating initially assigned or to be assigned in a Secondary Market Transaction or (E) the merger of REIT with another publicly traded real estate investment trust so long as the newly-formed entity remains the sole general partner of RGPLP and continues to maintain not less than a 50% partnership interest in RGPLP. (c) The occurrence of any of the foregoing transfers or other occurrences described in the foregoing Section 12(a) shall, unless permitted under Section 12(b) above or otherwise approved in writing by Mortgagee, constitute an Event of Default (as defined below) hereunder, regardless of whether any such transfer or occurrence was caused or instituted by Mortgagor or any other Person, whereupon Mortgagee at its option, without being required to demonstrate any actual impairment of its security or any increased risk of default hereunder, declare the Debt immediately due and payable. This provision shall apply to every sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the Mortgaged Property or other occurrence described in Section 12(a) above (unless permitted under Section 12(b) above), regardless of whether voluntary or not, or whether or not Mortgagee has consented to any previous sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the Mortgaged Property or other occurrence described in Section 12(a) above. (d) Mortgagor agrees to bear and shall pay or reimburse Mortgagee on demand for all reasonable expenses (including, without limitation, reasonable attorneys' fees and disbursements, title search costs and title insurance endorsement premiums) incurred by Mortgagee in connection with the review, approval and documentation of any sale, conveyance, alienation, mortgage, encumbrance, pledge, transfer or other transaction or event described in Section 12(a) above. In addition, prior to the effectiveness of any direct or indirect transfer of the Mortgaged Property (including any transfer of the direct or indirect ownership interests in Mortgagor, other than as permitted under Section 12(b) above), Mortgagee shall receive an assumption fee equal to one percent (1%) of the then unpaid principal balance of the Note, together with any review fee required by Mortgagee; provided, however, with respect to the one-time sale or transfer of the Mortgaged Property described in Section 12(f) below, Mortgagee shall not be obligated to pay an assumption fee. (e) Mortgagee's consent to one sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the Mortgaged Property or any part thereof or any other transaction or event described in Section 12(a) above shall not be deemed to be a waiver of Mortgagee's right to require such consent to any future occurrence of same. Any attempted or purported sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the Mortgaged Property or of any direct or indirect interest in Mortgagor, and any other transfer described in Section 12(a) above, if made in contravention of this Section 12, shall be null and void and of no force and effect. (f) Notwithstanding the foregoing provisions of Section 12(a) above, a one-time sale or transfer of the Mortgaged Property will be permitted, provided that: 22 (i) no Event of Default or event which with the giving of notice or the passage of time would constitute an Event of Default shall have occurred and remain uncured; (ii) the proposed transferee ("Transferee") shall be either (A) wholly owned by RGPLP or shall be an affiliate of RGPLP in which RGPLP shall own, directly or indirectly, at least a 25% beneficial ownership and economic interest, or (B) a reputable entity or person of good character, creditworthy, with sufficient financial worth considering the obligations assumed and undertaken, which Transferee and its property manager shall have sufficient experience in the ownership and management of properties similar to the Mortgaged Property, as evidenced by financial statements, resumes and other information reasonably requested by Mortgagee (and Mortgagee reserves the right to approve the Transferee without approving the substitution of the property manager); (iii) the Transferee shall have executed and delivered to Mortgagee an assumption agreement in form and substance acceptable to Mortgagee, evidencing such Transferee's agreement to abide and be bound by the terms of the Note, this Mortgage and the other Loan Documents together with such legal opinions and title insurance endorsements as may be reasonably requested by Mortgagee; (iv) either Ramco-Gershenson Properties, L.P., a Delaware limited partnership, shall have reaffirmed its obligations under the Guaranty with respect to the transfer of the Mortgaged Property to Transferee or replacement guarantor(s), satisfactory to Mortgagee in Mortgagee's sole discretion, shall have executed a new guaranty on Mortgagee's then current form; and (v) Mortgagor shall have paid and Mortgagee shall have received the payments, fees, and reimbursements required under Section 12(d) hereof, provided that if the Transferee is wholly owned by RGPLP or shall be an affiliate of RGPLP in which RGPLP shall own, directly or indirectly, at least a 25% beneficial ownership and economic interest, the 1% assumption fee shall be waived. (g) Upon any sale or transfer and assumption approved by Mortgagee with replacement guarantors approved by Mortgagee and Mortgagee's determination that no actual pending or threatened actions or claims then exist against Mortgagee, Mortgagor or the Mortgaged Property, Mortgagor and any original guarantors shall be released from liability under the Note and Guaranty (except for indemnification obligations pertaining to occurrences prior to Mortgagor's sale or transfer of its interest in the Mortgaged Property). 13. Estoppel Certificates and No Default Affidavits. (a) After request by Mortgagee, Mortgagor shall within ten (10) days furnish Mortgagee with a statement, 23 duly acknowledged and certified, setting forth (i) the amount of the original principal amount of the Note, (ii) the unpaid principal amount of the Note, (iii) the rate of interest of the Note, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the Debt, if any, and (vi) that the Note, this Mortgage and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification. (b) After request by Mortgagee, Mortgagor shall within ten (10) days furnish Mortgagee with a certificate reaffirming all representations and warranties of Mortgagor set forth herein and in the other Loan Documents as of the date requested by Mortgagee or, to the extent of any changes to any such representations and warranties, so stating such changes. (c) If the Mortgaged Property includes commercial property, Mortgagor shall deliver to Mortgagee upon request, tenant estoppel certificates from each commercial tenant at the Mortgaged Property in form and substance reasonably satisfactory to Mortgagee provided that Mortgagor shall not be required to deliver such certificates more frequently than one (1) time in any calendar year. 14. Taxes on Security; Documentary Stamps; Intangibles Tax. (a) Mortgagor shall pay all taxes, charges, filing, registration and recording fees, excises and levies payable with respect to the Note or the liens created or secured by the Loan Documents, other than income, franchise and doing business taxes imposed on Mortgagee. If there shall be enacted any law (a) deducting the Loan from the value of the Mortgaged Property for the purpose of taxation, (b) affecting any lien on the Mortgaged Property, or (c) changing existing laws of taxation of mortgages, deeds of trust, security deeds, or debts secured by real property, or changing the manner of collecting any such taxes, Mortgagor shall promptly pay to Mortgagee, on demand, all taxes, costs and charges for which Mortgagee is or may be liable as a result thereof; however, if such payment would be prohibited by law or would render the Loan usurious, then instead of collecting such payment, Mortgagee may declare all amounts owing under the Loan Documents to be immediately due and payable. No prepayment consideration shall be imposed on any such payment. (b) If at any time the United States of America, any State thereof or any subdivision of any such State shall require revenue or other stamps to be affixed to the Note or this Mortgage, or impose any other tax or charge on the same, Mortgagor will pay for the same, with interest and penalties thereon, if any. Mortgagor hereby agrees that, in the event that it is determined that additional documentary stamp tax or intangible tax is due hereon or any mortgage or promissory note executed in connection herewith (including, without limitation, the Note), Mortgagor shall indemnify and hold harmless Mortgagee for all such documentary stamp tax and/or intangible tax, including all penalties and interest assessed or charged in connection therewith. Mortgagor shall pay same within ten (10) days after demand of payment from Mortgagee and the payment of such sums shall be secured by this Mortgage and such sums shall bear interest at the Default Rate (as defined in the Note) until paid in full. 24 (c) Mortgagor shall hold harmless and indemnify Mortgagee, its successors and assigns, against any liability incurred by reason of the imposition of any tax on the making and recording of this Mortgage. 15. No Credits on Account of the Debt. Mortgagor will not claim or demand or be entitled to any credit or credits on account of the Debt for any part of the Taxes or Other Charges assessed against the Mortgaged Property, or any part thereof, and no deduction shall otherwise be made or claimed from the assessed value of the Mortgaged Property, or any part thereof, for real estate tax purposes by reason of this Mortgage or the Debt. In the event such claim, credit or deduction shall be required by law, Mortgagee shall have the option, by written notice of not less than ninety (90) days, to declare the Debt immediately due and payable. 16. Controlling Agreement. It is expressly stipulated and agreed to be the intent of Mortgagor and Mortgagee at all times to comply with applicable state law or applicable United States federal law (to the extent that it permits Mortgagee to contract for, charge, take, reserve, or receive a greater amount of interest than under state law) and that this section shall control every other covenant and agreement in this Mortgage and the other Loan Documents. If the applicable law (state or federal) is ever judicially interpreted so as to render usurious any amount called for under the Note or under any of the other Loan Documents, or contracted for, charged, taken, reserved, or received with respect to the Debt, or if Mortgagee's exercise of the option to accelerate the maturity of the Note, or if any prepayment by Mortgagor results in Mortgagor having paid any interest in excess of that permitted by applicable law, then it is Mortgagor's and Mortgagee's express intent that all excess amounts theretofore collected by Mortgagee shall be credited on the principal balance of the Note and all other Debt (or, if the Note and all other Debt have been or would thereby be paid in full, refunded to Mortgagor), and the provisions of the Note and the other Loan Documents immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new documents, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder or thereunder. All sums paid or agreed to be paid to Mortgagee for the use, forbearance, or detention of the Debt shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of the Debt until payment in full so that the rate or amount of interest on account of the Debt does not exceed the maximum rate permitted under applicable law from time to time in effect and applicable to the Debt for so long as the Debt is outstanding. Notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, it is not the intention of Mortgagee to accelerate the maturity of any interest that has not accrued at the time of such acceleration or to collect unearned interest at the time of such acceleration. 17. Financial Statements. (a) The financial statements heretofore furnished to Mortgagee are, as of the dates specified therein, complete and correct and fairly present the financial condition of Mortgagor and any other persons or entities that are the subject of such financial statements, and are prepared in accordance with generally accepted 25 accounting principles in the United States of America consistently applied (or such other accounting basis reasonably acceptable to Mortgagee). Mortgagor does not have any contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments that are known to Mortgagor and reasonably likely to have a materially adverse effect on the Mortgaged Property or the operation thereof for its current use, except as referred to or reflected in said financial statements. Since the date of such financial statements, there has been no materially adverse change in the financial condition, operation or business of Mortgagor or any other persons or entities that are the subject of such financial statements from that set forth in said financial statements. (b) Mortgagor will maintain full and accurate books of accounts and other records reflecting the results of the operations of the Mortgaged Property and will furnish to Mortgagee the following items, each certified by Mortgagor as being true and correct and presented in such format as Mortgagee or its designee may request, as follows: (i) Until the earlier to occur of (A) eighteen (18) months following the date hereof, or (B) a Secondary Market Transaction (hereinafter defined), Mortgagor shall furnish monthly each of the items listed in subsection (ii)(A), (ii)(B) and (ii) (C) below, but dated as of the last day of each such month (collectively, the "Pre-Securitization Financials") within twenty (20) days after the end of such month. (ii) On or before fifty (50) days after the end of each calendar quarter: (A) a written statement (rent roll) dated as of the last day of each such calendar quarter identifying each of the Leases by the term, renewal options (including rental base), space occupied, rental and other charges required to be paid, security deposit paid, real estate taxes paid by tenants, common area charges paid by tenants, tenant pass-throughs, any rental concessions or special provisions or inducements, tenant sales (if the tenant is required to report sales to Mortgagor), rent delinquencies, rent escalations, amounts taken in settlement of outstanding arrears, collections of rent for more than one (1) month in advance, continuous operation obligations, cancellation or "go dark" provisions, "non-competition" provisions (restricting Mortgagor or any tenant), any defaults thereunder and any other information reasonably required by Mortgagee; (B) monthly and year to date operating statements prepared for each calendar month during each such calendar quarter, each of which shall include an itemization of actual (not pro forma) capital expenditures during the applicable period; (C) a property balance sheet for such month; and (D) a comparison of the budgeted income and expenses with the actual income and expenses for such month and year to date, together with a detailed explanation of any variances between budgeted and actual amounts that are in excess of the greater of: (1) $1,000, or (2) five percent (5%) or more for each line item therein. 26 (iii) Within one hundred (100) days following the end of each calendar year: (A) a written statement (rent roll) dated as of the last day of each such calendar year identifying each of the Leases by the term, space occupied, rental required to be paid, security deposit paid, any rental concessions, and identifying any defaults or payment delinquencies thereunder; (B) annual operating statements prepared for such calendar year, which shall include an itemization of actual (not pro forma) capital expenditures during the applicable period, total revenues received, total expenses incurred, total debt service and total cash flow; (C) an annual balance sheet and profit and loss statement of Mortgagor, in the form required by Mortgagee, prepared and certified by Mortgagor, or if available, audited financial statements prepared by an independent certified public accountant acceptable to Mortgagee; and (D) any financial statements required under the Guaranty. (iv) On or before December 1 of the year preceding the year to which such budget pertains, Mortgagor shall furnish an annual budget of the operation of the Mortgaged Property (the "Annual Budget"), in form satisfactory to Mortgagee, setting forth in reasonable detail budgeted monthly operating income and monthly operating capital and other expenses for the Mortgaged Property. Each Annual Budget shall contain, among other things, limitations on management fees, third party service fees and other expenses as Mortgagee may reasonably determine. In the event a Mortgagor is required to enter into a Cash Management Agreement (as defined hereinafter), Mortgagee shall thereafter have the right to approve each Annual Budget (including the Annual Budget for the current year), and each such Annual Budget approved by Mortgagee in accordance with the terms hereof shall hereinafter be referred to as an "Approved Annual Budget." Until such time that Mortgagee approves a proposed Annual Budget, the most recently Approved Annual Budget shall apply; provided, however, that such Approved Annual Budget shall be adjusted to reflect actual increases in real estate taxes, insurance premiums and utilities expenses. (c) In the event that Mortgagor fails to provide to Mortgagee or its designee any of the financial statements, certificates, reports or information (the "Required Records") required by this Section 17 within thirty (30) days after the date upon which such Required Record is due, Mortgagor shall pay to Mortgagee, at Mortgagee's option and in its sole discretion, an amount equal to $2,500 if the Required Records are not so delivered; provided that, Mortgagee has given at least ten (10) days prior written notice to Mortgagor of such failure by Mortgagor to timely submit the applicable Required Records. 18. Performance of Other Agreements. Mortgagor shall duly and punctually observe and perform each and every term, provision, condition, and covenant to be observed or performed by Mortgagor pursuant to the terms of any agreement or recorded 27 instrument (including all instruments comprising the Permitted Encumbrances) affecting or pertaining to the Mortgaged Property, and will not suffer or permit any default or event of default (giving effect to any applicable notice requirements and cure periods) to exist under any of the foregoing. 19. Further Acts, Etc. (a) Mortgagor will, at the cost of Mortgagor, and without expense to Mortgagee, do, execute, acknowledge and deliver all and every such further acts, deeds, conveyances, mortgages, assignments, notices of assignment, Uniform Commercial Code financing statements or continuation statements, transfers and assurances as Mortgagee shall, from time to time, require, for the better assuring, conveying, assigning, transferring, and confirming unto Mortgagee the property and rights hereby mortgaged, given, granted, bargained, sold, alienated, infeft, conveyed, confirmed, pledged, assigned and hypothecated or intended now or hereafter so to be, or which Mortgagor may be or may hereafter become bound to convey or assign to Mortgagee, or for carrying out the intention or facilitating the performance of the terms of this Mortgage or for filing, registering or recording this Mortgage or for facilitating the sale of the Loan and the Loan Documents as described in Subsection 19(b) below. Mortgagor, on demand, will execute and deliver and hereby authorizes Mortgagee to execute in the name of Mortgagor or without the signature of Mortgagor to the extent Mortgagee may lawfully do so, one or more financing statements, chattel mortgages or other instruments, to evidence more effectively the security interest of Mortgagee in the Mortgaged Property. Upon foreclosure, the appointment of a receiver or any other relevant action, Mortgagor will, at the cost of Mortgagor and without expense to Mortgagee, cooperate fully and completely to effect the assignment or transfer of any license, permit, agreement or any other right necessary or useful to the operation of the Mortgaged Property. Mortgagor grants to Mortgagee an irrevocable power of attorney coupled with an interest for the purpose of exercising and perfecting any and all rights and remedies available to Mortgagee at law and in equity, including, without limitation, such rights and remedies available to Mortgagee pursuant to this section. (b) Mortgagor acknowledges that Mortgagee and its successors and assigns may (i) sell this Mortgage, the Note and other Loan Documents to one or more investors as a whole loan, (ii) participate the Loan secured by this Mortgage to one or more investors, (iii) deposit this Mortgage, the Note and other Loan Documents with a trust, which trust may sell certificates to investors evidencing an ownership interest in the trust assets, or (iv) otherwise sell the Loan or interest therein to investors (the transactions referred to in clauses (i) through (iv) are hereinafter each referred to as a "Secondary Market Transaction"). Mortgagor shall cooperate with Mortgagee in effecting any such Secondary Market Transaction and shall cooperate to implement all requirements imposed by any Rating Agency involved in any Secondary Market Transaction, including but not limited to, (a) providing Mortgagee an estoppel certificate and such information, legal opinions and documents relating to Mortgagor, Guarantor, if any, the Mortgaged Property and any tenants of the Mortgaged Property as Mortgagee or the Rating Agencies may reasonably request in connection with such Secondary Market Transaction, (b) amending the Loan Documents and organizational documents of Mortgagor, and updating and/or restating officer's certificates, title insurance and other closing items, as may be 28 required by the Rating Agencies, (c) participating in bank, investors and Rating Agencies' meetings if requested by Mortgagee, (d) upon Mortgagee's request amending the Loan Documents (and updating and/or restating officer's certificates, title insurance and other closing items in connection therewith) to divide the Loan into two or more separate or component notes, which notes may be included in separate transactions (and thus may have separate REMIC "start up dates") and have different interest rates and amortization schedules (but with aggregated financial terms which are equivalent to that of the Loan prior to such separation) and (e) reviewing the offering documents relating to any Secondary Market Transaction to ensure that all information concerning Mortgagor, the Mortgaged Property, and the Loan is correct, and certifying to the accuracy thereof. Mortgagee shall be permitted to share all such information with the investment banking firms, Rating Agencies, accounting firms, law firms and other third-party advisory firms and investors involved with the Loan and the Loan Documents or the applicable Secondary Market Transaction. Mortgagee and all of the aforesaid third-party advisors and professional firms shall be entitled to rely on the information supplied by, or on behalf of, Mortgagor and Mortgagor indemnifies Mortgagee, its successors, assigns and their respective shareholders, employees, directors, officers, and agents (each an "Indemnified Party" and, collectively, the "Indemnified Parties") as to any losses, claims, damages or liabilities that arise out of or are based upon any untrue statement of any material fact contained in such information or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated in such information or necessary in order to make the statements in such information, or in light of the circumstances under which they were made, not misleading. Mortgagee may publicize the existence of the Loan in connection with its marketing for a Secondary Market Transaction or otherwise as part of its business development. 20. Recording of Mortgage, Etc. Upon the execution and delivery of this Mortgage and thereafter, from time to time, Mortgagor will cause this Mortgage, and any security instrument creating a lien or security interest or evidencing the lien hereof upon the Mortgaged Property and each instrument of further assurance to be filed, registered or recorded in such manner and in such places as may be required by any present or future law in order to publish notice of and fully to protect the lien or security interest hereof upon, and the interest of Mortgagee in, the Mortgaged Property. Mortgagor will pay all filing, registration or recording fees, and all expenses incident to the preparation, execution and acknowledgment of this Mortgage, any mortgage supplemental hereto, any security instrument with respect to the Mortgaged Property and any instrument of further assurance, and all federal, state, county and municipal, taxes, duties, imposts, assessments and charges arising out of or in connection with the execution and delivery of this Mortgage, any mortgage supplemental hereto, any security instrument with respect to the Mortgaged Property or any instrument of further assurance, except where prohibited by law so to do. 21. Reporting Requirements. Mortgagor agrees to give prompt notice to Mortgagee of the insolvency or bankruptcy filing of Mortgagor or the death, insolvency or bankruptcy filing of any Guarantor. 29 22. Events of Default. Subject to the notice and cure periods in Section 23, the term "Event of Default" as used herein shall mean the occurrence or happening, at any time and from time to time, of any one or more of the following: (a) if any portion of the Debt is not paid within five (5) days from the date when the same is due; (b) if the Policies are not kept in full force and effect, or if the Policies are not delivered to Mortgagee upon request; (c) if Mortgagor fails to timely provide any financial or accounting report; (d) if Mortgagor suffers or permits the transfer or encumbrance of any portion of the Mortgaged Property in violation of Section 12 of this Mortgage, or any other violation of Section 12(a), or any violation of Section 9 of this Mortgage; (e) if any representation or warranty of Mortgagor, or of any Guarantor, made herein or in any other Loan Document or in any certificate, report, financial statement or other instrument or document furnished to Mortgagee shall have been false or misleading in any material respect when made; (f) if Mortgagor or any Guarantor shall make an assignment for the benefit of creditors or if Mortgagor shall generally not be paying its debts as they become due; (g) if a receiver, liquidator or trustee of Mortgagor or of any Guarantor shall be appointed or if Mortgagor or any Guarantor shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, Mortgagor or any Guarantor or if any proceeding for the dissolution or liquidation of Mortgagor or of any Guarantor shall be instituted; however, if such appointment, adjudication, petition or proceeding was involuntary and not consented to by Mortgagor or such Guarantor, upon the same not being discharged, stayed or dismissed within sixty (60) days; (h) if Mortgagor shall be in default under any other mortgage or security agreement covering any part of the Mortgaged Property and otherwise permitted hereunder; (i) subject to Mortgagor's right to contest as provided herein, if the Mortgaged Property becomes subject to any mechanic's, materialman's, mortgage or other lien except a lien for local real estate taxes and assessments not then due and payable; (j) if Mortgagor fails to cure properly any violations of laws or ordinances affecting or which may be interpreted to affect the Mortgaged Property; 30 (k) except as permitted in this Mortgage, the alteration, improvement, demolition or removal of any of the Improvements without the prior consent of Mortgagee; (l) damage to the Mortgaged Property in any manner which is not covered by insurance solely as a result of Mortgagor's failure to maintain insurance required in accordance with this Mortgage; (m) if Mortgagor shall continue to be in default under any term, covenant, or provision of the Note or any of the other Loan Documents, beyond applicable cure periods contained therein; (n) if without Mortgagee's prior consent (i) the manager of the Mortgaged Property is transferred or is removed by Mortgagor, or (ii) the manager for the Mortgaged Property approved by Mortgagee resigns and is not replaced within sixty (60) days by Mortgagor with a manager satisfactory to Mortgagee, (iii) the manager ceases to be controlled by REIT, (iv) there is any material change in any management agreement of the Mortgaged Property, or (v) the manager engaged by Mortgagor and approved by Mortgagee fails to execute the Acknowledgment of Property Manager; (o) entry of a judgment in excess of $100,000, unless insured against and paid within thirty (30) days of the expiration of any appeal rights or the dismissal or final adjudication of appeals against Mortgagor; (p) the Mortgage shall cease to constitute a first-priority lien on the Mortgaged Property (other than in accordance with its terms); (q) seizure or forfeiture of the Mortgaged Property, or any portion thereof, or Mortgagor's interest therein, resulting from criminal wrongdoing or other unlawful action of Mortgagor or its affiliates under any federal, state or local law; (r) if, without Mortgagee's prior written consent, Mortgagor ceases to continuously operate the Mortgaged Property or any material portion thereof as the same use that is currently permitted under applicable zoning or other local laws for any reason whatsoever (other than temporary cessation in connection with any repair or renovation thereof undertaken with the consent of Mortgagee); or (s) Mortgagor shall fail to deliver any item described in an undelivered items letter or other post-closing letter on or before the date set forth in such letter for the delivery of such item. 23. Notice and Cure. Notwithstanding the foregoing, Mortgagee agrees to give to Mortgagor written notice as described below of (a) Mortgagor's failure to pay any part of the Debt when due, other than a regularly scheduled monthly payment of principal, interest revenues, escrows or other amounts, required under the Note, this Mortgage, or any other Loan Document (a "Noticed Monetary Default"), (b) a default referred to in subsection 22(p) above (a "First Lien Default") and (c) a default referred to in 31 Subsections 22(c),(h),(j),(1),(m),(q) or (r) above which is not a Noticed Monetary Default (a "Noticed Nonmonetary Default"). Without limiting Mortgagee's rights to impose a late charge for Mortgagor's nonpayment as provided in the Note, Mortgagor shall have a period of ten (10) days from its receipt of notice in which to cure a Noticed Monetary Default which written notice period may run concurrently with the five (5) day period referred to in Subsection 22(a), shall have a period of twenty (20) days from its receipt of notice to cure a First Lien Default and shall have a period of thirty (30) days from its receipt of notice in which to cure a Noticed Nonmonetary Default, provided, however, that if such Noticed Nonmonetary Default is reasonably susceptible of cure, but not within such thirty (30) day period, then Mortgagor may be permitted up to an additional sixty (60) days to cure such default provided that Mortgagor diligently and continuously pursues such cure. Notwithstanding the foregoing, Mortgagee may, but shall not be required, to give notice of a Noticed Monetary Default or a recurrence of the same Noticed Nonmonetary Default more frequently than two times in any twelve-month period. A Noticed Monetary Default and/or First Lien Default and/or Noticed Nonmonetary Default shall nevertheless be an Event of Default for all purposes under the Loan Documents (including, without limitation, Mortgagee's right to collect Default Interest and any other administrative charge set forth in the Note) except that the acceleration of the Debt or other exercise of remedies shall not be prior to the expiration of the applicable cure and/or grace periods provided in Section 22 or in this section. 24. Remedies. Upon the occurrence of an Event of Default and during the continuance thereof, and subject to any applicable cure period, Mortgagee may, at Mortgagee's option, do any one or more of the following: (a) Right to Perform Mortgagor's Covenants. If Mortgagor has failed to keep or perform any covenant whatsoever contained in this Mortgage or the other Loan Documents, Mortgagee may, but shall not be obligated to any person to do so, perform or attempt to perform said covenant; and any payment made or expense incurred in the performance or attempted performance of any such covenant, together with any sum expended by Mortgagee that is chargeable to Mortgagor or subject to reimbursement by Mortgagor under the Loan Documents, shall be and become a part of the Debt, and Mortgagor promises, upon demand, to pay to Mortgagee, at the place where the Note is payable, all sums so incurred, paid or expended by Mortgagee, with interest from the date when paid, incurred or expended by Mortgagee at the Default Rate (as defined and otherwise specified in the Note). (b) Right of Entry. Mortgagee may, prior or subsequent to the institution of any foreclosure proceedings, enter upon the Mortgaged Property, or any part thereof, and take exclusive possession of the Mortgaged Property and of all books, records, and accounts relating thereto and to exercise without interference from Mortgagor any and all rights which Mortgagor has with respect to the management, possession, operation, protection, or preservation of the Mortgaged Property, including without limitation the right to rent the same for the account of Mortgagor and to deduct from such Rents all costs, expenses, and liabilities of every character incurred by Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, 32 or preserving the Mortgaged Property and to apply the remainder of such Rents on the Debt in such manner as Mortgagee may elect. All such costs, expenses, and liabilities incurred by Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the Note, all of which shall constitute a portion of the Debt. If necessary to obtain the possession provided for above, Mortgagee may invoke any and all legal remedies to dispossess Mortgagor, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitution. In connection with any action taken by Mortgagee pursuant to this subsection, Mortgagee shall not be liable for any loss sustained by Mortgagor resulting from any failure to let the Mortgaged Property, or any part thereof, or from any other act or omission of Mortgagee in managing the Mortgaged Property unless such loss is caused by the willful misconduct of Mortgagee, nor shall Mortgagee be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor shall and does hereby agree to indemnify the Indemnified Parties for, and to hold the Indemnified Parties harmless from, any and all liability, loss, or damage, which may or might be incurred by any Indemnified Party under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, and from any and all claims and demands whatsoever which may be asserted against any Indemnified Party by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease, INCLUDING, WITHOUT LIMITATION, ANY LIABILITY, LOSS, DAMAGE, OR CLAIM CAUSED BY OR RESULTING FROM THE ORDINARY NEGLIGENCE OF ANY INDEMNIFIED PARTY. Should any Indemnified Party incur any such liability, the amount thereof, including without limitation costs, expenses, and reasonable attorneys' fees, together with interest thereon from the date of expenditure until paid at the Default Rate as specified in the Note, shall be secured hereby, and Mortgagor shall reimburse such Indemnified Party therefor immediately upon demand. Nothing in this subsection shall impose any duty, obligation, or responsibility upon any Indemnified Party for the control, care, management, leasing, or repair of the Mortgaged Property, nor for the carrying out of any of the terms and conditions of any such Lease; nor shall it operate to make any Indemnified Party responsible or liable for any waste committed on the Mortgaged Property by the tenants or by any other parties, or for any hazardous substances or environmental conditions on or under the Mortgaged Property, or for any dangerous or defective condition of the Mortgaged Property or for any negligence in the management, leasing, upkeep, repair, or control of the Mortgaged Property resulting in loss or injury or death to any tenant, licensee, employee, or stranger. Mortgagor hereby assents to, ratifies, and confirms any and all actions of Mortgagee with respect to the Mortgaged Property taken under this subsection. (c) Right to Accelerate. Mortgagee may, without notice except as provided in Section 23 above, demand, presentment, notice of nonpayment or nonperformance, protest, notice of protest, notice of intent to accelerate, notice of acceleration, or any other notice or any other action, all of which are hereby waived by 33 Mortgagor and all other parties obligated in any manner whatsoever on the Debt, declare the entire unpaid balance of the Debt immediately due and payable, and upon such declaration, the entire unpaid balance of the Debt shall be immediately due and payable. (d) Foreclosure-Power of Sale. Mortgagee may institute a proceeding or proceedings, judicial, or nonjudicial, by advertisement or otherwise, for the complete or partial foreclosure of this Mortgage or the complete or partial sale of the Mortgaged Property under the power of sale contained herein or under any applicable provision of law. Mortgagee may sell the Mortgaged Property, and all estate, right, title, interest, claim and demand of Mortgagor therein, and all rights of redemption thereof, at one or more sales, as an entirety or in parcels, with such elements of real and/or personal property, and at such time and place and upon such terms as it may deem expedient, or as may be required by applicable law, and in the event of a sale, by foreclosure or otherwise, of less than all of the Mortgaged Property, this Mortgage shall continue as a lien and security interest on the remaining portion of the Mortgaged Property. (e) Rights Pertaining to Sales. Subject to the requirements of applicable law and except as otherwise provided herein, the following provisions shall apply to any sale or sales of all or any portion of the Mortgaged Property under or by virtue of Subsection (d) above, whether made under the power of sale herein granted or by virtue of judicial proceedings or of a judgment or decree of foreclosure and sale: (i) Mortgagee may conduct any number of sales from time to time. The power of sale set forth above shall not be exhausted by any one or more such sales as to any part of the Mortgaged Property which shall not have been sold, nor by any sale which is not completed or is defective in Mortgagee's opinion, until the Debt shall have been paid in full. (ii) Any sale may be postponed or adjourned by public announcement at the time and place appointed for such sale or for such postponed or adjourned sale without further notice. (iii) After each sale, Mortgagee or an officer of any court empowered to do so shall execute and deliver to the purchaser or purchasers at such sale a good and sufficient instrument or instruments granting, conveying, assigning and transferring all right, title and interest of Mortgagor in and to the property and rights sold and shall receive the proceeds of said sale or sales and apply the same as specified in the Note. Mortgagee is hereby appointed the true and lawful attorney-in-fact of Mortgagor, which appointment is irrevocable and shall be deemed to be coupled with an interest, in Mortgagor's name and stead, to make all necessary conveyances, assignments, transfers and deliveries of the property and rights so sold, Mortgagor hereby ratifying and confirming all that said attorney or such substitute or substitutes shall lawfully do by virtue thereof. Nevertheless, Mortgagor, if requested by Mortgagee, shall ratify and confirm any such sale or sales by executing and delivering to Mortgagee or such purchaser or purchasers all such instruments as may be 34 advisable, in Mortgagee's judgment, for the purposes as may be designated in such request. (iv) Any and all statements of fact or other recitals made in any of the instruments referred to in Subsection (e)(iii) above given by Mortgagee shall be taken as conclusive and binding against all persons as to evidence of the truth of the facts so stated and recited. (v) Any such sale or sales shall operate to divest all of the estate, right, title, interest, claim and demand whatsoever, whether at law or in equity, of Mortgagor in and to the properties and rights so sold, and shall be a perpetual bar both at law and in equity against Mortgagor and any and all persons claiming or who may claim the same, or any part thereof or any interest therein, by, through or under Mortgagor to the fullest extent permitted by applicable law. (vi) Upon any such sale or sales, Mortgagee may bid for and acquire the Mortgaged Property and, in lieu of paying cash therefor, may make settlement for the purchase price by crediting against the Debt the amount of the bid made therefor, after deducting therefrom the expenses of the sale, the cost of any enforcement proceeding hereunder, and any other sums which Mortgagee is authorized to deduct under the terms hereof, to the extent necessary to satisfy such bid. (vii) Upon any such sale, it shall not be necessary for Mortgagee or any public officer acting under execution or order of court to have present or constructively in its possession any of the Mortgaged Property. (f) Mortgagee's Judicial Remedies. Mortgagee may proceed by suit or suits, at law or in equity, to enforce the payment of the Debt to foreclose the liens and security interests of this Mortgage as against all or any part of the Mortgaged Property, and to have all or any part of the Mortgaged Property sold under the judgment or decree of a court of competent jurisdiction. This remedy shall be cumulative of any other nonjudicial remedies available to Mortgagee under this Mortgage or the other Loan Documents. Proceeding with a request or receiving a judgment for legal relief shall not be or be deemed to be an election of remedies or bar any available nonjudicial remedy of Mortgagee. (g) Mortgagee's Right to Appointment of Receiver. Mortgagee, as a matter of right and (i) without regard to the sufficiency of the security for repayment of the Debt and without notice to Mortgagor, (ii) without any showing of insolvency, fraud, or mismanagement on the part of Mortgagor, (iii) without the necessity of filing any judicial or other proceeding other than the proceeding for appointment of a receiver, and (iv) without regard to the then value of the Mortgaged Property, shall be entitled to the appointment of a receiver or receivers for the protection, possession, control, management and operation of the Mortgaged Property, including (without limitation), the power to collect the Rents, enforce this Mortgage and, in case of a sale and deficiency, 35 during the full statutory period of redemption (if any), whether there be a redemption or not, as well as during any further times when Mortgagor, except for the intervention of such receiver, would be entitled to collection of such Rents. Mortgagor hereby irrevocably consents to the appointment of a receiver or receivers. Any receiver appointed pursuant to the provisions of this subsection shall have the usual powers and duties of receivers in such matters. (h) Mortgagee's Uniform Commercial Code Remedies. The Mortgagee may exercise its rights of enforcement under the Uniform Commercial Code in effect in the state in which the Mortgaged Property is located. (i) Other Rights. Mortgagee (i) may surrender the Policies maintained pursuant to this Mortgage or any part thereof, and upon receipt shall apply the unearned premiums as a credit on the Debt, and, in connection therewith, Mortgagor hereby appoints Mortgagee as agent and attorney-in-fact (which is coupled with an interest and is therefore irrevocable) for Mortgagor to collect such premiums; and (ii) may apply the Tax and Insurance Escrow Fund and/or the Replacement Reserve Fund and any other funds held by Mortgagee toward payment of the Debt; and (iii) shall have and may exercise any and all other rights and remedies which Mortgagee may have at law or in equity, or by virtue of any of the Loan Documents, or otherwise. (j) Discontinuance of Remedies. In case Mortgagee shall have proceeded to invoke any right, remedy, or recourse permitted under the Loan Documents and shall thereafter elect to discontinue or abandon same for any reason, Mortgagee shall have the unqualified right so to do and, in such event, Mortgagor and Mortgagee shall be restored to their former positions with respect to the Debt, the Loan Documents, the Mortgaged Property or otherwise, and the rights, remedies, recourses and powers of Mortgagee shall continue as if same had never been invoked. (k) Remedies Cumulative. All rights, remedies, and recourses of Mortgagee granted in the Note, this Mortgage and the other Loan Documents, any other pledge of collateral, or otherwise available at law or equity: (i) shall be cumulative and concurrent; (ii) may be pursued separately, successively, or concurrently against Mortgagor, the Mortgaged Property, or any one or more of them, at the sole discretion of Mortgagee; (iii) may be exercised as often as occasion therefor shall arise, it being agreed by Mortgagor that the exercise or failure to exercise any of same shall in no event be construed as a waiver or release thereof or of any other right, remedy, or recourse; (iv) shall be nonexclusive; (v) shall not be conditioned upon Mortgagee exercising or pursuing any remedy in relation to the Mortgaged Property prior to Mortgagee bringing suit to recover the Debt; and (vi) in the event Mortgagee elects to bring suit on the Debt and obtains a judgment against Mortgagor prior to exercising any remedies in relation to the Mortgaged Property, all liens and security interests, including the lien of this Mortgage, shall remain in full force and effect and may be exercised thereafter at Mortgagee's option. (l) Election of Remedies. Mortgagee may release, regardless of consideration, any part of the Mortgaged Property without, as to the remainder, in any 36 way impairing, affecting, subordinating, or releasing the lien or security interests evidenced by this Mortgage or the other Loan Documents or affecting the obligations of Mortgagor or any other party to pay the Debt. For payment of the Debt, Mortgagee may resort to any collateral securing the payment of the Debt in such order and manner as Mortgagee may elect. No collateral taken by Mortgagee shall in any manner impair or affect the lien or security interests given pursuant to the Loan Documents, and all collateral shall be taken, considered, and held as cumulative. (m) Bankruptcy Acknowledgment. In the event the Mortgaged Property or any portion thereof or any interest therein becomes property of any bankruptcy estate or subject to any state or federal insolvency proceeding, then Mortgagee shall immediately become entitled, in addition to all other relief to which Mortgagee may be entitled under this Mortgage, to obtain (i) an order from the Bankruptcy Court or other appropriate court granting immediate relief from the automatic stay pursuant to Section 362 of the Bankruptcy Code so to permit Mortgagee to pursue its rights and remedies against Mortgagor as provided under this Mortgage and all other rights and remedies of Mortgagee at law and in equity under applicable state law, and (ii) an order from the Bankruptcy Court prohibiting Mortgagor's use of all "cash collateral" as defined under Section 363 of the Bankruptcy Code. In connection with such Bankruptcy Court orders, Mortgagor shall not contend or allege in any pleading or petition filed in any court proceeding that Mortgagee does not have sufficient grounds for relief from the automatic stay. Any bankruptcy petition or other action taken by Mortgagor to stay, condition, or inhibit Mortgagee from exercising its remedies are hereby admitted by Mortgagor to be in bad faith and Mortgagor further admits that Mortgagee would have just cause for relief from the automatic stay in order to take such actions authorized under state law. (n) Application of Proceeds. The proceeds from any sale, lease, or other disposition made pursuant to this Mortgage, or the proceeds from the surrender of any insurance policies pursuant hereto, or any Rents collected by Mortgagee from the Mortgaged Property, or the Tax and Insurance Escrow Fund or the Replacement Reserve Fund or sums received pursuant to Section 7 hereof, or proceeds from insurance which Mortgagee elects to apply to the Debt pursuant to Section 3 hereof, shall be applied by Mortgagee, as the case may be, to the Debt in the following order and priority: (i) to the payment of all expenses of advertising, selling, and conveying the Mortgaged Property or part thereof, and/or prosecuting or otherwise collecting Rents, proceeds, premiums or other sums including reasonable attorneys' fees; (ii) to that portion, if any, of the Debt with respect to which no person or entity has personal or entity liability for payment (the "Exculpated Portion"), and with respect to the Exculpated Portion as follows: first, to accrued but unpaid interest, second, to matured principal, and third, to unmatured principal in inverse order of maturity; (iii) to the remainder of the Debt as follows: first, to the remaining accrued but unpaid interest, second, to the matured portion of principal of the Debt, and third, to prepayment of the unmatured portion, if any, of principal of the Debt applied to installments of principal in inverse order of maturity; (iv) the balance, if any or to the extent applicable, remaining after the full and final payment of the Debt to the holder or beneficiary of any inferior liens covering the Mortgaged Property, if any, in order of the priority of such inferior liens (Mortgagee shall hereby be entitled to rely 37 exclusively on a commitment for title insurance issued to determine such priority); and (v) the cash balance, if any, to Mortgagor. The application of proceeds of sale or other proceeds as otherwise provided herein shall be deemed to be a payment of the Debt like any other payment. The balance of the Debt remaining unpaid, if any, shall remain fully due and owing in accordance with the terms of the Note and the other Loan Documents. 25. Security Agreement. This Mortgage is both a real property mortgage or deed of trust and a "security agreement" within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this section the "Collateral"). Mortgagor hereby agrees with Mortgagee to execute and deliver to Mortgagee, in form and substance satisfactory to Mortgagee, such financing statements and such further assurances as Mortgagee may from time to time, reasonably consider necessary to create, perfect, and preserve Mortgagee's security interest herein granted. This Mortgage shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code. All or part of the Mortgaged Property are or are to become fixtures. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. If an Event of Default shall occur, Mortgagee, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Mortgagee, Mortgagor shall at its expense assemble the Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by Mortgagee in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Collateral sent to Mortgagor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the Debt in such priority and proportions as Mortgagee in its discretion shall deem proper. In the event of any change in name, identity or structure of any Mortgagor, such Mortgagor shall notify Mortgagee thereof and promptly after request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Mortgagee's lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such 38 Uniform Commercial Code forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor's obligations under the Note, this Mortgage and the other Loan Documents. Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any financing or other statements signed only by Mortgagee, as Mortgagor's attorney-in-fact, in connection with the Collateral covered by this Mortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to such action or proceeding). 26. Right of Entry. In addition to any other rights or remedies granted under this Mortgage, Mortgagee and its agents shall have the right to enter and inspect the Mortgaged Property and Mortgagor's place of business, including its financial and accounting records, and to make copies and take extracts therefrom, and to discuss its affairs, finances and business with its officers and independent public accountants (with such Mortgagor's representative(s) present) at any reasonable time during the term of the Loan and as often as may be reasonably requested. The cost of such inspections or audits shall be borne by Mortgagor should Mortgagee determine that an Event of Default exists and is not cured within applicable grace periods, including the cost of all follow up or additional investigations or inquiries deemed reasonably necessary by Mortgagee. The cost of such inspections, if not paid for by Mortgagor following demand, may be added to the principal balance of the sums due under the Note and this Mortgage and shall bear interest thereafter until paid at the Default Rate. 27. Actions and Proceedings. Mortgagee has the right to appear in and defend any action or proceeding brought with respect to the Mortgaged Property and to bring any action or proceeding, in the name and on behalf of Mortgagor, which Mortgagee, in its discretion, decides should be brought to protect its interest in the Mortgaged Property. Mortgagee shall, at its option, be subrogated to the lien of any mortgage or other security instrument discharged in whole or in part by the Debt, and any such subrogation rights shall constitute additional security for the payment of the Debt. 28. Waiver of Setoff and Counterclaim, Marshalling, Statute of Limitations, Automatic or Supplemental Stay, Etc. (a) All amounts due under this Mortgage, the Note and the other Loan Documents shall be payable without setoff, counterclaim or any deduction whatsoever. Mortgagor hereby waives the right to assert a setoff, counterclaim or deduction in any action or proceeding in which Mortgagee is a participant, or arising out of or in any way connected with this Mortgage, the Note, any of the other Loan Documents, or the Debt. (b) Mortgagor hereby expressly, irrevocably, and unconditionally waives and releases, to the extent permitted by law (i) the benefit of all appraisement, valuation, stay, extension, reinstatement and redemption laws now or hereafter in force 39 and all rights of marshalling, sale in the inverse order of alienation, or any other right to direct in any manner the order or sale of any of the Mortgaged Property in the event of any sale hereunder of the Mortgaged Property or any part thereof or any interest therein; (ii) any and all rights of redemption from sale under any order or decree of foreclosure of this Mortgage on behalf of Mortgagor, and on behalf of each and every person acquiring any interest in or title to the Mortgaged Property subsequent to the date of this Mortgage and on behalf of all persons to the extent permitted by applicable law; (iii) all benefits that might accrue to Mortgagor by virtue of any present or future law exempting the Mortgaged Property from attachment, levy or sale on execution or providing for any appraisement, valuation, stay of execution, exemption from civil process, redemption, or extension of time for payment; and (iv) all notices of any Event of Default except as expressly provided herein or of Mortgagee's exercise of any right, remedy, or recourse provided for under the Loan Documents. (c) To the extent permitted by applicable law, Mortgagee's rights hereunder shall continue even to the extent that a suit for collection of the Debt, or part thereof, is barred by a statute of limitations. Mortgagor hereby expressly waives and releases to the fullest extent permitted by law, the pleading of any statute of limitations as a defense to payment of the Debt. (d) In the event of the filing of any voluntary or involuntary petition under the U.S. Bankruptcy Code (the "Bankruptcy Code") by or against Mortgagor (other than an involuntary petition filed by or joined in by Mortgagee), Mortgagor shall not assert, or request any other party to assert, that the automatic stay under Section 362 of the Bankruptcy Code shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Mortgagee to enforce any rights it has by virtue of this Mortgage, or any other rights that Mortgagee has, whether now or hereafter acquired, against any guarantor of the Debt. Further, Mortgagor shall not seek a supplemental stay or any other relief, whether injunctive or otherwise, pursuant to Section 105 of the Bankruptcy Code or any other provision therein to stay, interdict, condition, reduce or inhibit the ability of Mortgagee to enforce any rights it has by virtue of this Mortgage against any guarantor of the Debt. The waivers contained in this section are a material inducement to Mortgagee's willingness to enter into this Mortgage and Mortgagor acknowledges and agrees that no grounds exist for equitable relief which would bar, delay or impede the exercise by Mortgagee of Mortgagee's rights and remedies against Mortgagor or any guarantor of the Debt. 29. Contest of Certain Claims. Notwithstanding the provisions of Section 4 and Subsection 22(i) hereof, Mortgagor shall not be in default for failure to pay or discharge Taxes, Other Charges or mechanic's or materialman's liens asserted against the Mortgaged Property if, and so long as, (a) Mortgagor shall have notified Mortgagee of same within five (5) days of obtaining knowledge thereof; (b) Mortgagor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same and the sale of the Mortgaged Property or any part thereof, to satisfy the same; (c) Mortgagor shall have furnished to Mortgagee a cash deposit, or an indemnity bond satisfactory to Mortgagee with a surety satisfactory to 40 Mortgagee, in the amount of the Taxes, Other Charges or mechanic's or materialman's lien claim, plus a reasonable additional sum to pay all costs, interest and penalties that may be imposed or incurred in connection therewith, to assure payment of the matters under contest and to prevent any sale or forfeiture of the Mortgaged Property or any part thereof; (d) Mortgagor shall promptly upon final determination thereof pay the amount of any such Taxes, Other Charges or claim so determined, together with all costs, interest and penalties which may be payable in connection therewith; (e) the failure to pay the Taxes, Other Charges or mechanic's or materialman's lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Mortgaged Property; and (f) notwithstanding the foregoing, Mortgagor shall immediately upon request of Mortgagee pay (and if Mortgagor shall fail so to do, Mortgagee may, but shall not be required to, pay or cause to be discharged or bonded against) any such Taxes, Other Charges or claim notwithstanding such contest, if in the opinion of Mortgagee, the Mortgaged Property or any part thereof or interest therein may be in danger of being sold, forfeited, foreclosed, terminated, canceled or lost. Mortgagee may pay over any such cash deposit or part thereof to the claimant entitled thereto at any time when, in the judgment of Mortgagee, the entitlement of such claimant is established. 30. Recovery of Sums Required to Be Paid. Mortgagee shall have the right from time to time to take action to recover any sum or sums which constitute a part of the Debt as the same become due, without regard to whether or not the balance of the Debt shall be due, and without prejudice to the right of Mortgagee thereafter to bring an action of foreclosure, or any other action, for a default or defaults by Mortgagor existing at the time such earlier action was commenced. 31. Handicapped Access. (a) Mortgagor agrees that the Mortgaged Property shall at all times comply in all material respects with applicable requirements of the Americans with Disabilities Act of 1990, the Fair Housing Amendments Act of 1988, all state and local laws and ordinances related to handicapped access and all rules, regulations, and orders issued pursuant thereto including, without limitation, the Americans with Disabilities Act Accessibility Guidelines for Buildings and Facilities (collectively "Access Laws"). (b) Notwithstanding any provisions set forth herein or in any other document regarding Mortgagee's approval of alterations of the Mortgaged Property, Mortgagor shall not alter the Mortgaged Property in any manner which would materially increase Mortgagor's responsibilities for compliance with the applicable Access Laws without the prior written approval of Mortgagee. The foregoing shall apply to tenant improvements constructed by Mortgagor or by any of its tenants. Mortgagee may condition any such approval upon receipt of a certificate from an architect, engineer, or other person acceptable to Mortgagee of compliance with Access Laws. (c) Mortgagor agrees to give prompt notice to Mortgagee of the receipt by Mortgagor of any complaints related to violation of any Access Laws and of the commencement of any proceedings or investigations which relate to compliance with applicable Access Laws. 41 32. Indemnification; Limitation of Liability. (a) Unless caused solely by an Indemnified Party's gross negligence or willful misconduct AND REGARDLESS OF WHETHER CAUSED BY AN INDEMNIFIED PARTY'S ORDINARY NEGLIGENCE, Mortgagor shall protect, defend, indemnify and save harmless the Indemnified Parties from and against all actual liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including without limitation reasonable attorneys' fees and expenses (of counsel engaged by Mortgagee, rather than of all counsel engaged by all such Indemnified Parties)) imposed upon or incurred by or asserted against any Indemnified Party by reason of (a) ownership of the Mortgage, the Mortgaged Property or any interest therein or receipt of any rents; (b) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Mortgaged Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) any use, nonuse or condition in, on or about the Mortgaged Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (d) performance of any labor or services or the furnishing of any materials or other property in respect of the Mortgaged Property or any part thereof; (e) any actions taken by any Indemnified Party in the enforcement of this Mortgage and the other Loan Documents; (f) any failure to act on the part of any Indemnified Party hereunder; (g) the payment or nonpayment of any brokerage commissions to any party in connection with the transaction contemplated hereby; and (h) the failure of Mortgagor to file timely with the Internal Revenue Service an accurate Form 1099-B, Statement for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Mortgage, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Mortgage is made; provided, that the foregoing indemnification shall not include punitive damages as may be charged to the Indemnified Parties (as opposed to being claimed by the Indemnified Parties against the Mortgagor). Any amounts payable to an Indemnified Party by reason of the application of this section shall become immediately due and payable and shall bear interest at the Default Rate from the date loss or damage is sustained by such Indemnified Party until paid. The provisions of this Section 32 shall survive any termination, satisfaction or assignments of the Loan Documents or the entry of a judgment of foreclosure, sale of the Mortgaged Property by nonjudicial foreclosure sale, delivery of a deed in lieu of foreclosure or the exercise by Mortgagee of any of its other rights and remedies under this Mortgage or the other Loan Documents. (b) Neither Mortgagee, nor any affiliate, officer, director, employee, attorney, or agent of Mortgagee, shall have any liability with respect to, and Mortgagor hereby waives, releases, and agrees not to sue any of them upon, any claim for any special, indirect, incidental, or consequential damages suffered or incurred by Mortgagor in connection with, arising out of, or in any way related to, this Mortgage or any of the other Loan Documents, or any of the transactions contemplated by this Mortgage or any of the other Loan Documents, other than the gross negligence or willful misconduct of a Mortgagee. Mortgagor hereby waives, releases, and agrees not to sue Mortgagee or any of Mortgagee's affiliates, officers, directors, employees, attorneys, or agents for punitive damages in respect of any claim in connection with, arising out of, or in any way related 42 to, this Mortgage or any of the other Loan Documents, or any of the transactions contemplated by this Mortgage or any of the transactions contemplated hereby except to the extent same is caused by the gross negligence or willful misconduct of a Mortgagee. 33. Intentionally omitted. 34. Notices. Any notice, demand, statement, request or consent made hereunder shall be in writing, addressed to the address, as set forth above, of the party to whom such notice is to be given, or to such other address as Mortgagor or Mortgagee, as the case may be, shall designate in writing, and shall be deemed to be received by the addressee on (i) the day such notice is personally delivered to such addressee, (ii) the third (3rd) day following the day such notice is deposited with the United States postal service first class certified mail, return receipt requested, (iii) the day following the day on which such notice is delivered to a nationally recognized overnight courier delivery service, or (iv) the day facsimile transmission is confirmed after transmission of such notice by telecopy to such telecopier number as Mortgagor or Mortgagee, as the case may be, shall have previously designated in writing. 35. Authority. (a) Mortgagor (and the undersigned representative of Mortgagor, if any) has full power, authority and right to execute, deliver and perform its obligations pursuant to this Mortgage, and to mortgage, give, grant, bargain, sell, alien, enfeoff, convey, confirm, warrant, pledge, hypothecate and assign the Mortgaged Property pursuant to the terms hereof and to keep and observe all of the terms of this Mortgage on Mortgagor's part to be performed; and (b) Mortgagor represents and warrants that Mortgagor is not a "foreign person" within the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended and the related Treasury Department regulations. 36. ERISA. (a) As of the date hereof and throughout the term of the Loan, Mortgagor represents and covenants that (i) it is not and will not be an "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), which is subject to Title I of ERISA, and (ii) the assets of Mortgagor do not and will not constitute "plan assets" of one or more such plans for purposes of Title I of ERISA. (b) As of the date hereof and throughout the term of the Loan, Mortgagor represents and covenants that (i) it is not and will not be a "governmental plan" within the meaning of Section 3(3) of ERISA and (ii) transactions by or with Mortgagor are not and will not be subject to state statutes applicable to Mortgagor regulating investments of and fiduciary obligations with respect to governmental plans. (c) As of the date hereof and throughout the term of the Loan, Mortgagor represents and covenants that (i) it is not and will not be subject to state statutes regulating investments and fiduciary obligations with respect to governmental plans; and (ii) one or more of the following circumstances is and will continue through the term of the Loan to be true: 43 (A) Equity interests in Mortgagor are publicly offered securities, within the meaning of 29 C.F.R. Section 2510.3-101(b)(2); (B) Less than twenty-five percent (25%) of each outstanding class of equity interests in Mortgagor are held by "benefit plan investors" within the meaning of 29 C.F.R. Section 2510.3-101(f)(2); or (C) Mortgagor qualifies as an "operating company" or a "real estate operating company" within the meaning of 29 C.F.R. Section 2510.3-101(c) or (e), or an investment company registered under The Investment Company Act of 1940. 37. Waiver of Notice. Mortgagor shall not be entitled to any notices of any nature whatsoever from Mortgagee except with respect to matters for which this Mortgage specifically and expressly provides for the giving of notice by Mortgagee to Mortgagor and except with respect to matters for which Mortgagee is required by applicable law to give notice, and Mortgagor hereby expressly waives the right to receive any notice from Mortgagee with respect to any matter for which this Mortgage does not specifically and expressly provide for the giving of notice by Mortgagee to Mortgagor. 38. Remedies of Mortgagor. In the event that a claim or adjudication is made that Mortgagee has acted unreasonably or unreasonably delayed acting in any case where by law or under the Note, this Mortgage or the other Loan Documents, it has an obligation to act reasonably or promptly, Mortgagee shall not be liable for any monetary damages, and Mortgagor's remedies shall be limited to injunctive relief or declaratory judgment. 39. Sole Discretion of Mortgagee. Whenever pursuant to this Mortgage or the other Loan Documents, Mortgagee exercises any right given to it to consent, approve or disapprove, or any arrangement or term is to be satisfactory to Mortgagee, the decision of Mortgagee to consent, approve or disapprove, or to decide that arrangements or terms are satisfactory or not satisfactory shall be in the sole discretion of Mortgagee and shall be final and conclusive, except as may be otherwise expressly and specifically provided herein. Notwithstanding anything to the contrary contained herein, it shall be understood and agreed that any such consent, approval, or disapproval may be conditioned, among other things, upon Mortgagee obtaining confirmation by the Rating Agencies that the action or other matter subject to Mortgagee's consent, approval, or disapproval shall not adversely affect the rating of any securities issued or to be issued in connection with any Secondary Market Transaction, notwithstanding that such condition may not be expressly set forth in the provision or provisions of the Loan Documents which require that Mortgagee's consent be obtained. 40. Non-Waiver. The failure of Mortgagee to insist upon strict performance of any term hereof shall not be deemed to be a waiver of any term of this Mortgage. Mortgagor shall not be relieved of Mortgagor's obligations hereunder by reason of (a) the failure of Mortgagee to comply with any request of Mortgagor or Guarantor to take any action to foreclose this Mortgage or otherwise enforce any of the provisions hereof or of 44 the Note or other Loan Documents, (b) the release, regardless of consideration, of the whole or any part of the Mortgaged Property, or of any person liable for the Debt or any portion thereof, or (c) any agreement or stipulation by Mortgagee extending the time of payment or otherwise modifying or supplementing the terms of the Note, this Mortgage, or the other Loan Documents. Mortgagee may resort for the payment of the Debt to any other security held by Mortgagee in such order and manner as Mortgagee, in its discretion, may elect. Mortgagee may take action to recover the Debt, or any portion thereof, or to enforce any covenant hereof without prejudice to the right of Mortgagee thereafter to foreclosure this Mortgage. The rights and remedies of Mortgagee under this Mortgage shall be separate, distinct and cumulative and none shall be given effect to the exclusion of the others. No act of Mortgagee shall be construed as an election to proceed under any one provision herein to the exclusion of any other provision. Mortgagee shall not be limited exclusively to the rights and remedies herein stated but shall be entitled to every right and remedy now or hereafter afforded at law or in equity. 41. Liability. If Mortgagor consists of more than one person, the obligations and liabilities of each such person hereunder shall be joint and several. Subject to the provisions hereof requiring Mortgagee's consent to any transfer of the Mortgaged Property, this Mortgage shall be binding upon and inure to the benefit of Mortgagor and Mortgagee and their respective successors and assigns forever. 42. Inapplicable Provisions. If any term, covenant or condition of this Mortgage is held to be invalid, illegal or unenforceable in any respect, this Mortgage shall be construed without such provision. 43. Headings, Etc. The headings and captions of various sections of this Mortgage are for convenience of reference only and are not to be construed as defining or limiting, in any way, the scope or intent of the provisions hereof. 44. Counterparts. This Mortgage may be executed in any number of counterparts each of which shall be deemed to be an original but all of which when taken together shall constitute one agreement. 45. Definitions. Unless the context clearly indicates a contrary intent or unless otherwise specifically provided herein, words used in this Mortgage may be used interchangeably in singular or plural form and the word "Mortgagor" shall mean "each Mortgagor and any subsequent owner or owners of the Mortgaged Property or any part thereof or any interest therein," the word "Mortgagee" shall mean "Mortgagee and any subsequent holder of the Note," the word "Debt" shall mean "the Note and any other evidence of indebtedness secured by this Mortgage," the word "person" shall include an individual, corporation, partnership, trust, unincorporated association, government, governmental authority, and any other entity, and the words "Mortgaged Property" shall include any portion of the Mortgaged Property and any interest therein and the words "attorneys' fees" shall include any and all attorneys' fees, paralegal and law clerk fees, including, but not limited to, fees at the pre-trial, trial and appellate levels incurred or paid by Mortgagee in protecting its interest in the Mortgaged Property and Collateral and enforcing its rights hereunder. Whenever the context may require, any pronouns used 45 herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural and vice versa. 46. Homestead. Mortgagor hereby waives and renounces all homestead and exemption rights provided by the constitution and the laws of the United States and of any state, in and to the Premises as against the collection of the Debt, or any part hereof. 47. Assignments. Mortgagee shall have the right to assign or transfer its rights under this Mortgage and the other Loan Documents without limitation, including, without limitation, the right to assign or transfer its rights to a servicing agent. Any assignee or transferee shall be entitled to all the benefits afforded Mortgagee under this Mortgage and the other Loan Documents. 48. Survival of Obligations; Survival of Warranties and Representations. Each and all of the covenants, obligations, representations and warranties of Mortgagor shall survive the execution and delivery of the Loan Documents and the transfer or assignment of this Mortgage (including, without limitation, any transfer of the Mortgage by Mortgagee of any of its rights, title and interest in and to the Mortgaged Property to any party, whether or not affiliated with Mortgagee), and shall also survive the entry of a judgment of foreclosure, sale of the Mortgaged Property by non-judicial foreclosure or deed in lieu of foreclosure and satisfaction of the Debt. 49. Covenants Running with the Land. All covenants, conditions, warranties, representations and other obligations contained in this Mortgage and the other Loan Documents are intended by Mortgagor and Mortgagee to be, and shall be construed as, covenants running with the Mortgaged Property until the lien of this Mortgage has been fully released by Mortgagee. 50. Governing Law; Jurisdiction. THIS MORTGAGE AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE IN WHICH THE MORTGAGED PROPERTY IS LOCATED (WITHOUT REGARD TO ANY CONFLICT OF LAWS PRINCIPLES) AND THE APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. MORTGAGOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY COURT OF COMPETENT JURISDICTION LOCATED IN THE STATE IN WHICH THE MORTGAGED PROPERTY IS LOCATED IN CONNECTION WITH ANY PROCEEDING OUT OF OR RELATING TO THIS MORTGAGE. 51. Time. Time is of the essence in this Mortgage and the other Loan Documents. 52. No Third-Party Beneficiaries. The provisions of this Mortgage and the other Loan Documents are for the benefit of Mortgagor and Mortgagee and shall not inure to the benefit of any third party (other than any successor or assignee of Mortgagee). This Mortgage and the other Loan Documents shall not be construed as creating any rights, claims or causes of action against Mortgagee or any of its officers, directors, agents or 46 employees in favor of any party other than Mortgagor including but not limited to any claims to any sums held in the Tax and Insurance Escrow Fund or the Replacement Reserve Fund. 53. Relationship of Parties. The relationship of Mortgagee and Mortgagor is solely that of debtor and creditor, and Mortgagee has no fiduciary or other special relationship with Mortgagor, and no term or condition of any of the Loan Documents shall be construed to be other than that of debtor and creditor. Mortgagor represents and acknowledges that the Loan Documents do not provide for any shared appreciation rights or other equity participation interest. 54. Intentionally omitted. 55. Investigations. Any and all representations, warranties, covenants and agreements made in this Mortgage (and/or in other Loan Documents) shall survive any investigation or inspection made by or on behalf of Mortgagee. 56. Assignment of Leases and Rents. (a) Mortgagor acknowledges and confirms that it has executed and delivered to Mortgagee an Assignment of Leases and Rents of even date (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Assignment of Leases and Rents"), intending that such instrument create a present, absolute assignment to Mortgagee of the Leases and Rents. Without limiting the intended benefits or the remedies provided under the Assignment of Leases and Rents, Mortgagor hereby assigns to Mortgagee, as further security for the Debt and the Obligations, the Leases and Rents. Subject to the expiration of applicable cure periods, while any Event of Default exists, Mortgagee shall be entitled to exercise any or all of the remedies provided in the Assignment of Leases and Rents and in Section 24 hereof, including, without limitation, the right to have a receiver appointed. If any conflict or inconsistency exists between the assignment of the Leases and the Rents in this Mortgage and the absolute assignment of the Leases and the Rents in the Assignment of Leases and Rents, the terms of the Assignment of Leases and Rents shall control. (b) So long as any part of the Debt and the Obligations secured hereby remain unpaid and undischarged, the fee and leasehold estates to the Mortgaged Property shall not merge, but shall remain separate and distinct, notwithstanding the union of such estates either in Mortgagor, Mortgagee, any lessee or any third party by purchase or otherwise. 57. Waiver of Right to Trial by Jury. MORTGAGOR HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS MORTGAGE OR THE OTHER LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY MORTGAGOR, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT 47 TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. MORTGAGEE IS HEREBY AUTHORIZED TO FILE A COPY OF THIS SECTION IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY MORTGAGOR. 58. Expenses and Attorneys' Fees. Mortgagor agrees to promptly pay all reasonable fees, costs and expenses incurred by Mortgagee in connection with any matters contemplated by or arising out of this Mortgage and the Loan Documents, including the following, and all such fees, costs and expenses shall be part of the Debt, payable on demand: (i) reasonable fees, costs and expenses (including reasonable attorneys' fees, and other professionals retained by Mortgagee) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (ii) reasonable fees, costs and expenses (including reasonable attorneys' fees and other professionals retained by Mortgagee) incurred in connection with the administration of the Loan Documents and the loan and any amendments, modifications and waivers relating thereto; (iii) reasonable fees, costs and expenses (including reasonable attorneys' fees) incurred in connection with the review, documentation, negotiation, closing and administration of any subordination or intercreditor agreements; and (iv) reasonable fees, costs and expenses (including attorneys' fees and fees of other professionals retained by Mortgagee) incurred in any action to enforce this Mortgage or the other Loan Documents or to collect any payments due from Mortgagor under this Mortgage, the Note or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Mortgage, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. 59. Amendments and Waivers. Except as otherwise provided herein, no amendment, modification, termination or waiver of any provision of this Mortgage, the Note or any other Loan Document, or consent to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by Mortgagee and any other party to be charged. Each amendment, modification, termination or waiver shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on Mortgagor in any case shall entitle Mortgagor to any other or further notice or demand in similar or other circumstances. 60. Sophisticated Parties; Reasonable Terms. Mortgagor represents, warrants and acknowledges that (i) Mortgagor is a sophisticated real estate investors, familiar with transactions of this kind, and (ii) Mortgagor has entered into this Mortgage and the other Loan Documents after conducting its own assessment of the alternatives available to them in the market, and after lengthy negotiations in which they have been represented by legal counsel of their choice. Mortgagor also acknowledges and agrees that the rights of Mortgagee under this Mortgage and the other Loan Documents are reasonable and appropriate, taking into consideration all of the facts and circumstances including without limitation the quantity of the loan secured by this Mortgage, the nature of the Mortgaged Property, and the risks incurred by Mortgagee in this transaction. 48 61. Servicer. Mortgagee shall have the right at any time throughout the term of the loan to designate a loan servicer to administer this Mortgage and the other Loan Documents. All of Mortgagee's rights under this Mortgage and the Loan Documents may be exercised by any such servicer designated by Mortgagee. Any such servicer shall be entitled to the benefit of all obligations of Mortgagor in favor of Mortgagee. 62. No Duty. All loan servicers, attorneys, accountants, appraisers, and other professionals and consultants retained by Mortgagee or any such loan servicers shall have the right to act exclusively in the interest of Mortgagee and shall have no duty of disclosure, duty of loyalty, duty of care, or other duty or obligation of any type or nature whatsoever to Mortgagor, any Guarantor or Affiliate. 63. Future Advances. It is agreed that this Mortgage shall also secure such future or additional advances as may be made by Mortgagee at its option to the Mortgagor, or its successor in title, for any purposes, provided that all those advances are to be made within twenty (20) years from the date of this Mortgage, or with such lesser period of time as may be provided hereafter by law as a prerequisite for the sufficiency of actual notice or record notice of the optional future or additional advances as against the rights of creditors or subsequent purchasers for valuable consideration. The total amount of indebtedness secured by this Mortgage may decrease or increase from time to time, but the total unpaid balance so secured at any one time shall not exceed the maximum principal amount of TWELVE MILLION THREE HUNDRED THOUSAND AND NO/100 DOLLARS ($12,300,000), plus interest, and any disbursements made for the payment of taxes, levies or insurance on the Mortgaged Property with interest on those disbursements. If pursuant to Florida Statutes 697.04, Mortgagor files a notice specifying the dollar limit beyond which future advances made pursuant to this Mortgage will not be secured by this Mortgage, then Mortgagor shall, within one (1) day of filing of such notice, notify Mortgagee and its counsel by certified mail pursuant to Section 34 of this Mortgage. In addition, such a filing shall constitute a default hereunder. 64. Cash Management. (a) In the event that Publix fails to exercise its option to extend the term of the Publix Lease for an additional five (5) year period on or before January 31, 2008 ("Cash Management Trigger Event"), then Mortgagor shall immediately enter into one or more clearing and deposit agreements, in a form provided by Mortgagee, by and among Mortgagor, Mortgagee and one or more financial institutions (which may be Mortgagee or an affiliate or subsidiary of Mortgagee) selected by Mortgagee (together with any modification, amendment, substitution or replacement thereof, herein collectively referred to as the "Cash Management Agreement"), and shall deliver letters of direction in the form provided by Mortgagee and required under the Cash Management Agreement (the "Letters of Direction") to all tenants under all Leases, directing all such tenants to at all times thereafter deposit all Rents directly into an interest-bearing account (the "Collection Account") to be established in connection with such Cash Management Agreement; any failure of Mortgagor to enter into such Cash Management Agreement, establish such Collection Account and deliver such Letters of Direction to all tenants before the date upon which the second consecutive Constant Payment (as defined in the 49 Note) is due following the occurrence of a Cash Management Trigger Event shall constitute an Event of Default. (b) The Cash Management Agreement shall, among other things, provide that all Rents and other sums collected from, or arising with respect to, the Mortgaged Property shall (1) be deposited directly by the tenants under the Leases, and otherwise by Mortgagor, in the Collection Account established in connection with the Cash Management Agreement, and (2) be disbursed in the manner described in Section 64(c) hereof or in such other manner as is set forth in the Cash Management Agreement. Mortgagor shall not have a right of withdrawal in respect to the Collection Account, which shall be under the sole dominion and control of Mortgagee. Mortgagor shall, pursuant to the Cash Management Agreement, grant a first priority lien and security interest in and to the Collection Account, any subaccounts or other accounts established under the Cash Management Agreement and any funds and deposits therein and any proceeds thereof. Mortgagor shall pay all reasonable costs and expenses required under the Cash Management Agreement and in connection with the Collection Account and all of Mortgagee's reasonable out-of-pocket costs and expenses (including attorneys' fees) in connection with the preparation and negotiation of the Cash Management Agreement. (c) Prior to the occurrence of an Event of Default (and thereafter during its continuance from time to time if Payee elects in its sole discretion from time to time), and subject to the provisions of Section 64(e) below, Mortgagor shall be obligated to pay, and Mortgagee shall collect from the Collection Account to the extent of funds on deposit in such account, on the first day of each calendar month, or if the first day of a calendar month is not a business day, then the first business day following the first day of said calendar month, (the "Distribution Date") (or at any time, at Mortgagee's election in its sole discretion, after the occurrence of an Event of Default), the following payments in the listed order of priority (or such other order as Mortgagee may determine in its sole discretion upon the occurrence and continuance of an Event of Default): (i) First, to the payment of the monthly installments of principal and/or interest due hereunder in the amount of the Constant Payment (as defined in the Note); (ii) Second, to the Tax and Insurance Escrow Fund in accordance with the terms of Section 5; (iii) Third, to the Replacement Reserve Fund in accordance with the terms and conditions of Section 6; (iv) Fourth, to the Reserve Fund (as defined in the Tenant Improvement and Leasing Commissions Reserve Agreement dated as the date hereof between Mortgagor and Mortgagee (the "TILC Agreement")), in an amount equal to the monthly deposit required under the TILC Agreement; 50 (v) Fifth, to a reserve account established with Mortgagee for the payment of actual costs incurred and paid or payable by Mortgagor with respect to the operating expenses of the Mortgaged Property in an amount equal to the applicable monthly operating expenses (other than repairs, replacements and capital expenditures) provided in the Approved Annual Budget or such other amount as shall be approved by Payee; (vi) Sixth, to the payment of any other amounts then due under the Loan Documents; and (vii) Seventh, any remaining funds in the Collection Account after distribution to the subaccounts provided in clauses (i) through (vi) above (the "Remaining Available Cash") shall be distributed in accordance with the following conditions: the Remaining Available Cash shall be transferred to the Publix Reserve Fund (as defined below) for distribution in accordance with the Publix Tenant Improvement and Leasing Commissions Reserve (as defined below) until (1) the execution of one or more leases between one or more tenants ("New Tenants") approved in writing by Mortgagee in its sole and absolute discretion, which tenants shall be unaffiliated with Mortgagor, any principal of Mortgagor, any property manager or leasing broker or any guarantor and pursuant thereto shall have leased the Publix Space upon terms (including, but not limited to, the rental rate) satisfactory to Mortgagee and (2) Mortgagor shall have provided evidence satisfactory to Mortgagee in Mortgagee's sole and absolute discretion that the Mortgaged Property maintains a Debt Service Coverage Ratio (as defined below) of at least 1.40 to 1.0 (collectively "Publix Stop"). (d) Upon the occurrence of an Event of Default and during its continuance, all funds and proceeds on deposit or to be deposited or held from time to time in the Collection Account or any subaccounts or other accounts established pursuant to the Cash Management Agreement may be applied by Mortgagee in Mortgagee's sole and absolute discretion to the Debt, to expenditures associated with the Mortgaged Property or to other costs and expenses (including attorneys' fees and court costs) or to other amounts due under the Loan Documents from time to time. (e) In the event of a Cash Management Trigger Event, Mortgagor shall, immediately, but in no event later than the date upon which the second consecutive Constant Payment is due following the occurrence of the Cash Management Trigger Event, enter into a tenant improvement and leasing commission reserve agreement with Mortgagee, in Mortgagee's then current form (the "Publix Tenant Improvement and Leasing Commissions Reserve Fund"), which Publix Tenant Improvement and Leasing Commission Reserve shall establish an interest-bearing reserve account for the deposit of the Remaining Available Cash in accordance with the terms of the Cash Management Agreement (the "Publix Reserve Fund") and provide for the release of the funds deposited into the Publix Reserve Fund to reimburse Mortgagor for the cost of providing tenant improvements and leasing commissions incurred by Mortgagor in connection with 51 the Publix Space. The Publix Reserve Fund shall be under the sole dominion and control of Mortgagor. Any failure of Mortgagor to enter into the Publix Tenant Improvement and Leasing Commissions Reserve within the time periods described in this Section 64(e) shall be an Event of Default. Mortgagor shall pay all reasonable costs and expenses required under the Publix Tenant Improvement and Leasing Commissions Reserve and in connection with the Publix Reserve Fund and all of Mortgagee's reasonable out-of-pocket costs and expenses (including attorneys' fees) in connection with the preparation and negotiation of the Publix Tenant Improvement and Leasing Commissions Reserve. (f) Intentionally omitted. (g) In the event of a Cash Management Trigger Event, provided no Event of Default exists, Mortgagor shall be released from the requirements of the Cash Management Agreement upon the occurrence of the Publix Stop. (h) The "Debt Service Coverage Ratio" as of any date of determination thereof or any period means the ratio of (1) annualized Property Net Cash Flow (as defined below), to (2) annualized Adjusted Debt Service. (i) the "Property Net Cash Flow" will be determined by Mortgagee on an annualized basis based on income from the Property (calculated as the sum of (i) base rents and monthly recoveries on bona fide leases (with tenants unaffiliated with the Mortgagor, any principal of the Mortgagor, any property manager or leasing broker, or any guarantor) in place at the Property for the next twelve months taken on a pro forma basis using leases at the Property with tenants then in occupancy, but not on a month-to-month basis, open for business and paying rent, and who have not given notice verbally or in writing that they intend to go dark, and (ii) any other income deemed recurring by Mortgagee based on trailing twelve month data) minus Property expenses (based on the greater of actual expenses or the amounts in the Mortgagor's budget), after Mortgagee makes adjustments for (1) a credit loss/vacancy allowance equal to the greatest of 8%, actual vacancy or market vacancy, (2) reduction of above-market rents to market as determined by Mortgagee, (3) increases in expenses from amounts set forth in the Mortgagor's budget as determined by Mortgagee, (4) management fees equal to the greater of actual management fees and 4% of total revenues from the Property, (5) material increases in future operating expenses as determined by Mortgagee, (6) an annual minimum replacement reserve (not less than $0.21 per square foot per year) and annual reserve for tenant improvement/leasing costs (not less than $0.36 per square foot per year), and (7) impending vacancies and other adjustments as Mortgagee shall deem necessary; and (ii) "Adjusted Debt Service" will be equal to the product of the monthly principal and interest payment due under the Note, multiplied by twelve (12). 52 66. Documentary Stamp Taxes. Florida documentary obligation-to-pay stamp taxes have been paid as noted hereon. The taxes due upon the recordation of this Mortgage were computed on a documentary tax base of $12,300,000.00, which is the maximum amount of indebtedness which may be secured hereby at any one time 67. Intangible Personal Property Taxes. Florida nonrecurring intangible personal property taxes have been paid as noted hereon. The taxes due upon the recordation of this mortgage were computed on an intangible tax base of $12,300,000.00, which is the maximum amount of indebtedness which may be secured hereby at any one time, although such amount may not yet have been advanced to the Mortgagor. 68. Limitation on Liability. This Mortgage is a Loan Document, as defined in the Note, to which the provisions of Section 12 of the Note apply and are hereby incorporated in full herein by this reference, including those provisions providing for the limitation on the personal liability of the Mortgagor and other persons under the Loan Documents. 53 IN WITNESS WHEREOF, Mortgagor has executed this instrument the day and year first above written. MORTGAGOR: RAMCO/CROSSROADS AT ROYAL PALM, LLC, a Michigan limited liability company By: RAMCO/CROSSROADS AT ROYAL PALM MANAGER, LLC, a Michigan limited liability company, its manager By: RAMCO-GERSHENSON PROPERTIES, L.P., a Delaware limited partnership, its sole member By: RAMCO-GERSHENSON PROPERTIES TRUST, a Maryland Real Estate Investment Trust, its general partner By: _______________________________ Name: _______________________________ Title: _______________________________ WITNESSES: __________________________________ Name: ____________________________ __________________________________ Name: ____________________________ STATE OF ) ) SS COUNTY OF ) The foregoing instrument was acknowledged before me this __ day of July, 2002, by _____________, as ___________ of Ramco-Gershenson Properties Trust, a Maryland real estate investment trust, the general partner of Ramco-Gershenson Properties, L.P., a Delaware limited partnership, the managing member of Ramco/Crossroads at Royal Palm Manager, LLC, a Michigan limited liability company, the manager of Ramco/Crossroads at Royal Palm, LLC, a Michigan limited liability company, on behalf of the limited liability company. He is personally known to me or has produced ________________ as identification and did not take an oath. ________________________________________ Notary Public State at Large Printed Name: _____________________ My Commission Expires: ____________ EXHIBIT A Legal Description PARCEL 1, PARCEL 2, PARCEL 3 AND PARCEL 4 AS FOLLOWS: PARCEL 1 A PARCEL OF LAND LYING WITHIN THE SOUTHWEST ONE-QUARTER (SW 1/4) OF SECTION 23, TOWNSHIP 43 SOUTH, RANGE 41 EAST, LYING AND BEING I N PALM BEACH COUNTY, FLORIDA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE INTERSECTION OF ROYAL PALM BEACH BOULEVARD AND OKEECHOBEE ROAD AS RECORDED IN THE HAWTHORN II SUBDIVISION, IN PLAT BOOK 31, PAGE 34, RUN NORTH 88 DEGREES 10 MINUTES 42 SECONDS EAST ALONG THE CENTERLINE OF OKEECHOBEE ROAD FOR A DISTANCE OF 1061.51 FEET TO A POINT; THENCE RUN NORTH 01 DEGREES 49 MINUTES 18 SECONDS WEST FOR A DISTANCE OF 53.00 FEET TO A POINT ON THE NORTHERLY RIGHT-OF-WAY LINE OF OKEECHOBEE ROAD ACCORDING TO THE PLAT THEREOF, AS RECORDED IN ROAD PLAT BOOK 4, PAGES 19 THROUGH 24, PALM BEACH COUNTY, FLORIDA, PUBLIC RECORDS; THENCE RUN NORTH 16 DEGREES 53 MINUTES 44 SECONDS WEST FOR A DISTANCE OF 7.25 FEET TO A POINT, SAID POINT BEING THE POINT OF BEGINNING. FROM THE POINT OF BEGINNING RUN NORTH 16 DEGREES 53 MINUTES 44 SECONDS WEST FOR A DISTANCE OF 1101.83 FEET TO A POINT; THENCE RUN SOUTH 73 DEGREES 06 MINUTES 16 SECONDS WEST FOR A DISTANCE OF 138.00 FEET; THENCE RUN NORTH 88 DEGREES 23 MINUTES 14 SECONDS WEST ALONG A LINE PERPENDICULAR TO THE EASTERLY RIGHT-OF-WAY OF ROYAL PALM BEACH BOULEVARD, FOR A DISTANCE OF 520.49 FEET TO A POINT ON THE EASTERLY RIGHT-OF-WAY OF ROYAL PALM BEACH BOULEVARD; THENCE RUN SOUTH 01 DEGREES 36 MINUTES 46 SECONDS WEST ALONG SAID RIGHT OF WAY, FOR A DISTANCE OF 1004.61 FEET TO A POINT; THENCE RUN SOUTH 45 DEGREES 06 MINUTES 18 SECONDS EAST ALONG THE NORTHERLY RIGHT-OF-WAY LINE OF OKEECHOBEE ROAD AS EXPANDED BY THAT CERTAIN RIGHT-OF-WAY DEED RECORDED IN OFFICIAL RECORDS BOOK 6324, PAGE 1765, PALM BEACH COUNTY, FLORIDA, PUBLIC RECORDS FOR A DISTANCE OF 58.25 FEET, MORE OR LESS, TO A PONT ON THE NORTH LINE OF THE SOUTH 74.00 FEET OF SAID SOUTHWEST ONE-QUARTER (SW 1/4) OF SECTION 23; THENCE RUN NORTH 88 DEGREES 10 MINUTES 42 SECONDS EAST ALONG THE NORTH LINE OF THE SOUTH 74.00 FEET OF SAID SOUTHWEST ONE-QUARTER (SW 1/4) OF SECTION 23 AND ALONG SAID EXPANDED NORTHERLY RIGHT-OF-WAY LINE FOR A DISTANCE OF 328.04 FEET; THENCE RUN SOUTH 88 DEGREES 37 MINUTES 00 SECONDS EAST ALONG SAID EXPANDED NORTHERLY RIGHT-OF-WAY LINE FOR A DISTANCE OF 250.39 FEET, MORE OR LESS, TO A POINT ON THE NORTH LINE OF THE SOUTH 60.00 FEET OF SAID SOUTHWEST ONE-QUARTER (SW 1/4) OF SECTION 23; THENCE RUN NORTH 88 DEGREES 10 MINUTES 42 SECONDS EAST ALONG THE NORTH LINE OF THE SOUTH 60.00 FEET OF SAID SOUTHWEST ONE-QUARTER (SW 1/4) OF SECTION 23 ALONG SAID EXPANDED NORTHERLY RIGHT-OF-WAY LINE FOR A DISTANCE OF 381.57 FEET, MORE OR LESS, TO A POINT ON THE WESTERLY LINE OF THE TRAILS AT ROYAL PALM BEACH, A CONDOMINIUM, THE DECLARATION OF WHICH IS RECORDED IN OFFICIAL RECORDS BOOK 3714, PAGES 1156 THROUGH 1245, INCLUSIVE, OF THE PUBLIC RECORDS OF PALM BEACH COUNTY, FLORIDA, SAID POINT BEING THE POINT OF BEGINNING, LYING AND BEING IN PALM BEACH COUNTY, FLORIDA. LESS AND EXCEPT THE FOLLOWING FROM PARCEL 1 COMMENCING at the intersection of the centerline of Royal Palm Beach Boulevard with the centerline of Okeechobee Road, as shown on the Plat of HAWTHORN II, as recorded in Plat Book 31, Pages 26 through 35, of the Public Records of Palm Beach County, Florida; thence run North 88 10' 42" East along the centerline of Okeechobee Road, for a distance of 1,061.51 feet; thence run North 01 49' 18" West for a distance of 53.0 feet to the intersection with a line 53.0 feet North of and parallel with said centerline of Okeechobee Road; thence run North 16 53' 44" West for a distance of 1,062.88 feet; thence run North 88 23' 14" West for a distance of 323.49 feet; thence run South 01 36' 46" West for a distance of 55.0 feet to the POINT OF BEGINNING; thence continue South 01 36' 46" West along a line 342.53 feet Easterly of and parallel with the East right-of-way line of said Royal Palm Beach Boulevard and East limits of said HAWTHRON II, for a distance of 90.0 feet; thence run North 88 23' 14" West for a distance of 130.00 feet to the intersection with a line 212.53 feet Easterly of and parallel with the East right-of-way line of said Royal Palm Beach Boulevard and East limits of said HAWTHORN II; thence run North 01 36' 46" East along said parallel line for a distance of 90.0 feet; thence run South 88 23' 14" East for a distance of 130.0 feet to the POINT OF BEGINNING. AND FURTHER LESS AND EXCEPT THE FOLLOWING FROM PARCEL 1: That parcel of land set forth in that Special Warranty Deed from Crossroads At Royal Palm Joint Venture, a Texas general partnership to Mobile Oil Corporation, a New York corporation, dated June 15, 2000, recorded July 3, 2000 in Official Records Book 11871, Page 1634, being more particularly described as follows: A parcel of land in Section 23, Township 43 South, Range 41 East, Palm Beach County, Florida, described as follows: COMMENCING at the intersection of the centerline of Royal Palm Beach Boulevard with the centerline of Okeechobee Road, as shown on the Plat of HAWTHORN II, as recorded in Plat Book 31, Pages 26 through 35, of the Public Records of Palm Beach County, Florida; thence North 88 10' 42" East, along the centerline of Okeechobee Road, a distance of 1,061.51 feet; thence North 01 49' 18" West, a distance of 53.0 feet to the North right of way line of said Okeechobee Road; thence North 16 53' 44' West, a distance of 1,062.88 feet; thence North 88 23' 14" West along a line perpendicular to the East right of way line of Royal Palm Beach Boulevard, a distance of 666.02 feet to said East right of way line of Royal Palm Beach Boulevard; thence South 01 36' 46" West along said East right of way line and East limits of said HAWTHORN II, a distance of 524.50 feet to the POINT OF BEGINNING; thence continue South 01 36' 46" West along said East right of way line and East limits of said HAWTHORN II, a distance of 210.50 feet; thence South 88 23' 14" East along a line perpendicular to said East right of way line and East limits of said HAWTHRON II, a distance of 190.00 feet to the intersection with a line 190.00 feet Easterly of and parallel with said East right of way line and East limits of said HAWTHORN II; thence North 01 36' 46" East along said parallel line, a distance of 210.50 feet; thence North 88 23' 14" West along a line perpendicular to said East right of way line and East limits of said HAWTHORN II, a distance of 190.00 feet to the POINT OF BEGINNING. PARCEL 2 Non-Exclusive easement for the benefit of Parcel 1 for the purposes of maintaining, repairing and replacing drainage pipes, as defined in that Drainage Easement dated September 10, 1990, recorded September 12, 1990 in Official Records Book 6577, Page 1763, as amended by Amendment To Drainage Easement recorded August 22, 1998 in Official Records Book 9407, Page 357. PARCEL 3 Non-Exclusive easement for the benefit of Parcel 1 for ingress and egress as defined in that Cross Easement Agreement, by and between Randy Rieger, individually and as Trustee, and Royal Palm Associates, Ltd., dated September 6, 1990, recorded September 12, 1990 in Official Records Book 6577, Page 1758, of the Public Records of Palm Beach County, Florida, as said driveways are constructed from time to time. PARCEL 4 Non-Exclusive easement for the benefit of Parcel 1 set forth in Cross Parking and Easement Agreement, recorded December 7, 1987 in Official Records Book 5505, Page 1306, of the Public Records of Palm Beach County, Florida, as affected by Agreement recorded January 11, 1989 in Official Records Book 5933, Page 1269, as amended by Corrective Agreement recorded April 3, 1990 in Official Records Book 6406, Page 551. EX-10.47 4 k74377exv10w47.txt FIXED RATE NOTE DATED JULY 12, 2002 EXHIBIT 10.47 FIXED RATE NOTE $12,300,000 July __, 2002 FOR VALUE RECEIVED, RAMCO/CROSSROADS AT ROYAL PALM, LLC, a Michigan limited liability company ("Maker"), having its principal place of business at 27600 Northwestern Highway, #200, Southfield, Michigan 48034, promises to pay to the order of SALOMON BROTHERS REALTY CORP., a New York corporation, its successors or assigns ("Payee") at the office of Payee or its agent, designee or assignee at c/o L. J. Melody & Company, P.O. Box 297480, Houston, Texas 77297, or at such place as the holder hereof may from time to time designate in writing, the principal sum of TWELVE MILLION THREE HUNDRED THOUSAND AND NO/100 DOLLARS ($12,300,000) in lawful money of the United States of America with interest thereon to be computed on the unpaid principal balance from time to time outstanding from the date of this Note (herein so called) at the Interest Rate (hereinafter defined), and to be paid in installments as follows: 1. Payment Terms (a) A payment of interest only on the date hereof for the period from the date hereof through July 31, 2002, both inclusive; (b) A constant payment of $77,744.37 (the "Constant Payment"), on September 1, 2002 and on the first day of each calendar month thereafter up to and including July 1, 2012; each of such payments to be applied to the payment of interest computed at the Interest Rate (as defined below); and the balance applied toward the reduction of the principal sum; and (c) The balance of said principal sum and all interest thereon shall be due and payable on August 1, 2012 or the first business day thereafter if the same should be a banking holiday or weekend (the "Maturity Date"). Interest on the principal sum of this Note shall be calculated by multiplying the actual number of days elapsed in each accrual period by a daily rate based on a three hundred sixty (360) day year. In computing the number of days during which such interest accrues, the day on which funds are initially advanced shall be included regardless of the time of day such advance is made, and the day on which funds are repaid shall be included unless repayment is credited prior to close of business. The Constant Payment required hereunder is based on an amortization schedule of three hundred sixty (360) months. In the absence of a specific determination by Payee to the contrary, all payments paid by Maker to Payee in connection with the obligations of Maker under this Note and under the other Loan Documents shall be applied in the following order of priority: (a) to amounts, other than principal and interest, due to Payee pursuant to this Note or the other Loan Documents; (b) to the portion of accrued but unpaid interest accruing on this Note; and (c) to the unpaid principal DOCUMENTARY STAMP TAX REQUIRED BY LAW HAS BEEN PAID UPON THE RECORDING OF THE MORTGAGE THAT SECURES THIS NOTE balance of this Note. Maker irrevocably waives the right to direct the application of any and all payments at any time hereafter received by Payee from or on behalf of Maker, and Maker irrevocably agrees that Payee shall have the continuing exclusive right to apply any and all such payments against the then due and owing obligations of Maker in such order of priority as Payee may deem advisable. 2. Interest Rate. The term "Interest Rate" as used in this Note shall mean a rate of SIX AND 50/100 percent (6.50%) per annum. 3. Default and Acceleration. The whole of the principal sum of this Note, together with all interest accrued and unpaid thereon, and all other sums due under the Mortgage (hereinafter defined), the Loan Documents (hereinafter defined) and this Note (all such sums hereinafter collectively referred to as the "Debt") shall without notice become immediately due and payable at the option of Payee if any payment due on the Maturity Date is not paid on such date or if any other payment required in this Note is not paid on or before the fifth (5th) day after the date when due, or if any Event of Default (as defined in the Mortgage) occurs and is continuing, or on the happening of any other default and continuance thereof, after the expiration of any applicable notice and grace periods, herein or under the terms of the Mortgage or other Loan Documents (hereinafter collectively an "Event of Default"), and further provided that the Debt shall automatically become immediately due and payable, without notice or any exercise of any option on the part of Payee, if an Event of Default of the type set forth in Section 22(g) of the Mortgage occurs with respect to Maker. All of the terms, covenants and conditions contained in the Mortgage and the other Loan Documents are hereby made part of this Note to the same extent and with the same force as if they were fully set forth herein. In the event that it should become necessary to employ counsel to collect the Debt or to protect or foreclose the security hereof, Maker also agrees to pay reasonable attorneys' fees for the services of such counsel whether or not suit be brought. 4. Default Interest. Maker does hereby agree that upon the occurrence and continuance of an Event of Default or upon the failure of Maker to pay the Debt in full on the Maturity Date, Payee shall be entitled to receive and Maker shall pay interest on the entire unpaid principal sum at the rate of the greater of 5% above the Interest Rate or 5% above the Base Rate (hereinafter defined), in effect at the time of the occurrence of the Event of Default (the "Default Rate"). The term "Base Rate" shall mean the annual rate announced by Citibank, N.A., in New York City, New York as its base rate in effect at the time of the occurrence of the Event of Default. The Default Rate shall be computed from the occurrence of the Event of Default until the actual receipt and collection of the Debt. This charge shall be added to the Debt, and shall be deemed secured by the Mortgage. This section, however, shall not be construed as an agreement or privilege to extend the date of the payment of the Debt, nor as a waiver of any other right or remedy accruing to Payee by reason of the occurrence of any Event of Default. In the event the Default Rate is above the maximum rate permitted by applicable law, the Default Rate shall be the maximum rate permitted by applicable law. 5. Prepayment; Defeasance. 2 (a) The principal balance of this Note may not be prepaid in whole or in part prior to the date which is sixty (60) calendar days prior to the Maturity Date. (b) After the date which is the earlier to occur of (i) the second (2nd) anniversary of the "start-up day" (within the meaning of Section 860G(a)(9) of the Internal Revenue Code of 1986, as amended from time to time, or any successor statute (the "Code")), of the "real estate investment conduit" ("REMIC") that then holds this Note or (ii) the fourth (4th) anniversary of the date of this Note, and prior to the date which is sixty (60) calendar days prior to the Maturity Date, Maker may voluntarily defease the Debt in whole, but not in part (such event, a "Defeasance"), by providing Payee with the Defeasance Collateral (as defined below) producing payments which replicate the Scheduled Defeasance Payments (as defined below), provided that any Defeasance by Maker shall be subject to the satisfaction of the following conditions precedent and other provisions below: (i) Maker shall provide not less than thirty (30) days prior written notice to Payee specifying a regularly scheduled payment date (the "Defeasance Date") on which the Defeasance is to occur. Such notice shall indicate the principal amount of this Note to be defeased; (ii) Maker shall pay to Payee all accrued and unpaid interest on the principal balance of this Note to, but not including, the Defeasance Date. If for any reason the Defeasance Date is not a regularly scheduled payment date, Maker shall also pay interest that would have accrued on this Note through the next regularly scheduled payment date; (iii) Maker shall pay to Payee all other sums, not including scheduled interest or principal payments, due under this Note, the Mortgage, and the other Loan Documents; (iv) Maker shall pay to Payee an amount equal to the full principal amount of this Note together with an additional amount such that the aggregate amount (the "Defeasance Deposit") is at least sufficient to purchase direct, non-callable obligations of the United States of America (the "Defeasance Collateral") that provide payments on or prior to, but as close as possible to, all successive scheduled payment dates after the Defeasance Date upon which interest and/or principal payments are due under this Note through and including the Maturity Date and in amounts equal to the scheduled payments due on such dates, including, on the Maturity Date, the outstanding principal balance of this Note, together with all interest accrued thereon and all other sums then due and owing upon this Note and under the Loan Documents (the "Scheduled Defeasance Payments"); (v) Maker shall deliver to Payee on or prior to the Defeasance Date the following: (a) an executed security agreement, in form and substance satisfactory to Payee, creating a first priority lien on the Defeasance Deposit and the 3 Defeasance Collateral (the "Defeasance Security Agreement"); (b) an opinion of counsel for Maker in form and substance satisfactory to Payee in its sole discretion stating, among other things, that Maker has legally and validly transferred and assigned the Defeasance Collateral and all obligations, rights and duties under and to this Note to the Successor Borrower (as defined below); that Payee has a perfected first priority security interest in the Defeasance Deposit and the Defeasance Collateral delivered by Maker, and that any REMIC trust formed pursuant to Section 860D of the Code that holds this Note will not fail to maintain its status as a REMIC within the meaning of Section 860D of the Code as a result of such Defeasance; (c) a certificate of Maker certifying that all requirements relating to defeasance set forth in this Note and any other Loan Documents have been satisfied; (d) evidence in writing from each of the Rating Agencies (as defined below) to the effect that the Defeasance will not result in a qualification, downgrade or withdrawal of any rating in effect immediately prior to the Defeasance Date for any securities or "Pass-Through Certificates" issued pursuant to the terms of a trust and servicing agreement in the event that this Note or any interest therein is included in a REMIC or other securitization vehicle; (e) a certificate from an independent certified public accounting firm selected by Payee certifying that the Defeasance Collateral is sufficient to satisfy the payments required under this Note as described above; and (f) such other certificates or instruments and Payee may reasonably request; (vi) Maker shall deliver such other certificates, documents and instruments as Payee may reasonably request; and (vii) Maker shall pay all costs and expenses to Payee incurred in connection with the Defeasance, including any costs and expenses associated with a release of the lien of the Mortgage as provided below as well as reasonable accountants' and attorneys' fees and expenses. (c) For purposes hereof, "Rating Agencies" shall mean, collectively, (i) Standard and Poor's Rating Services, (ii) Moody's Investors Service, Inc., (iii) Fitch, Inc. (or its affiliates), and (iv) any other rating agency designated by Payee, and the respective successors and assigns of each. (d) In connection with each Defeasance, Maker hereby appoints Payee as its agent and attorney-in-fact for the purpose of using the Defeasance Deposit to purchase the Defeasance Collateral. Maker, pursuant to the Defeasance Security Agreement or other appropriate document, shall authorize and direct that the payments received from the Defeasance Collateral may be made directly to the account maintained by, or for the benefit of, Payee (unless otherwise directed by Payee) and applied to satisfy the obligations of Maker or Successor Borrower under this Note. If Maker has defeased the entire Note and the conditions precedent listed above and all other terms and conditions set forth herein have been satisfied, the Property shall be released from the lien of the Mortgage and the Defeasance Collateral, pledged pursuant to the Defeasance Security Agreement, shall be the sole source of collateral securing this Note. 4 In connection with the release of the lien, Maker shall submit to Payee, not less than thirty (30) days prior to the Defeasance Date, a release of lien for the Mortgage and related Loan Documents (including any guaranty) for execution by Payee. Such release shall be in form appropriate in the jurisdiction in which the Property is located and satisfactory to Payee in its sole discretion. In addition, Maker shall pay all recording costs, fees and expenses associated with recording the release of lien. Maker shall provide all other documentation Payee reasonably requires to be delivered by Maker in connection with such release, together with a certificate certifying that such documentation (i) is in compliance with all applicable laws, and (ii) will effect such release in accordance with the terms of this Note. (e) Payee, at Maker's expense, may form or, at Payee's request, Maker shall form a special-purpose bankruptcy remote entity (the "Successor Borrower") to be the obligor under this Note. Maker shall, at Payee's request, assign all of its obligations and rights under this Note to the Successor Borrower. In connection therewith, the Successor Borrower shall execute an assumption agreement in form and substance satisfactory to Payee in its sole discretion pursuant to which it shall assume Maker's obligations under this Note and the Defeasance Security Agreement, and Maker and any guarantors shall be released from their obligations with respect to such assumed documents. The sole assets of the Successor Borrower shall be the Defeasance Collateral. In connection with such assignment and assumption, Maker shall: (i) deliver to Payee an opinion of counsel in form and substance and delivered by counsel satisfactory to Payee in its sole discretion stating, among other things, that such assumption agreement is enforceable against Maker and the Successor Borrower in accordance with its terms, that the Note, the Defeasance Security Agreement and any other documents executed in connection with such Defeasance are enforceable against the Successor Borrower in accordance with their respective terms and that the delivery of the Defeasance Deposit and transfer of the Defeasance Collateral to Successor Borrower does not constitute a fraudulent conveyance or a preference payment under applicable bankruptcy law; (ii) pay all costs and expenses incurred by Payee or its agents in connection with such assignment and assumption (including, without limitation, any fees and disbursements of legal counsel); and (iii) pay $1,000 to Successor Borrower as consideration for assuming the obligations under the Note and the Defeasance Security Agreement and a defeasance processing fee to the servicer of the Note; provided, notwithstanding anything to the contrary herein or in the Loan Documents, no other assumption fee shall be payable by Maker in connection with such assumption. (f) If, prior to the date which is sixty (60) calendar days prior to the Maturity Date, and following the occurrence of any Event of Default, Maker shall tender payment of an amount sufficient to satisfy all or any portion of the Debt, or if the balance of the Debt shall otherwise become due and owing, as a result of acceleration upon the occurrence of an Event of 5 Default or otherwise, Maker shall immediately pay, in addition to the Debt and any other amounts due under the terms of this Note and the other Loan Documents, an amount equal to the Yield Maintenance Premium (as defined below); provided that if a complete or partial prepayment results from the application to the Debt of the casualty or condemnation proceeds from the property, no Yield Maintenance Premium will be imposed. Partial prepayments of principal resulting from the application of casualty or insurance proceeds to the Debt shall not change the amounts of subsequent monthly installments nor change the dates on which such installments are due, unless Payee shall otherwise agree in writing. (g) For purposes hereof, "Yield Maintenance Premium" shall mean an amount equal to the aggregate (without duplication) of: (i) the product obtained by multiplying (1) the entire unpaid principal balance of this Note at the time of prepayment, times (2) the difference obtained by subtracting from the Applicable Interest Rate the yield rate (the "Yield Rate") on the 4.875% U.S. Treasury Security due February 15, 2012 (the "Specified U.S. Treasury Security"), as the Yield Rate is reported in the Wall Street Journal on the fifth Business Day (as hereinafter defined) preceding (x) the date notice of prepayment is given to Payee where prepayment is voluntary, or (y) the date Payee accelerates the Debt times (3) the present value factor calculated using the following formula: 1-(1 + r)(-n) ------------ r r= Yield Rate n= the number of years, and any fraction thereof, remaining between the prepayment date and the Maturity Date. In the event that no Yield Rate is published for the Specified U.S. Treasury Security, then the nearest equivalent U.S. Treasury Security shall be selected at Payee's sole discretion. If the publication of such Yield Rates in the Wall Street Journal is discontinued, Payee shall determine such Yield Rates from another source selected by Payee; and (ii) an amount equal to the interest which would have accrued on the amount of such prepayment during the remaining days of the full calendar month within which such prepayment is made. (h) Maker acknowledges and agrees that Yield Maintenance Premium is not a penalty or additional interest, but is Payee's cost of liquidating its investments in the event of any prepayment of this Note. Maker hereby covenants and agrees to indemnify Payee and hold it harmless from any costs, fees, expenses (including attorney's fees) resulting from any action, litigation or judicial decision alleging, claiming or holding that the Yield Maintenance Premium is a penalty or additional interest, and from any damages (whether compensatory or punitive) ordered by a court, judge or administrative law judge which may determine that the Yield Maintenance Premium is a penalty or additional interest. 6 (i) In the event of prepayment of this Note (in whole but not in part) on or after the date which is sixty (60) calendar days prior to the Maturity Date, Maker shall pay, together with the amount of such prepayment, an amount equal to (i) the interest which would have been accrued on the amount of such prepayment during the remaining days of the full calendar month within which such prepayment is made, (ii) all accrued and unpaid interest and (iii) any other sums due under this Note or any other Loan Document. 6. Security. This Note is evidence of that certain loan made by Payee to Maker contemporaneously herewith (the "Loan"). This Note is secured by (a) a Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing of even date herewith in the amount of this Note given by Maker for the use and benefit of Payee covering the fee estate of Maker in certain premises as more particularly described therein (the "Mortgaged Property") (as the same may be amended, restated, extended, supplemented, or otherwise modified from time to time, the "Mortgage"), (b) an Assignment of Leases and Rents of even date herewith executed by Maker in favor of Payee (as the same may be amended, restated, extended, supplemented or otherwise modified from time to time, the "Assignment of Leases"), and (c) the other Loan Documents (as hereinafter defined). The term "Loan Documents" as used in this Note relates collectively to this Note, the Mortgage, the Assignment of Leases and any and all other documents securing, evidencing, or guaranteeing all or any portion of the Loan or otherwise executed and/or delivered in connection with this Note and the Loan, provided, however, that such term shall in no event be deemed to include that certain Environmental Liabilities Agreement dated as of the date hereof in favor of Payee. 7. Maximum Legal Interest. It is expressly stipulated and agreed to be the intent of Maker and Payee at all times to comply with applicable state law or applicable United States federal law (to the extent that it permits Payee to contract for, charge, take, reserve, or receive a greater amount of interest than under state law) and that this section shall control every other covenant and agreement in this Note. If the applicable law (state or federal) is ever judicially interpreted so as to render usurious any amount called for under this Note, or contracted for, charged, taken, reserved, or received with respect to the Debt, or if Payee's exercise of the option to accelerate the Maturity Date, or if any prepayment by Maker results in Maker having paid any interest in excess of that permitted by applicable law, then it is Payee's express intent that all excess amounts theretofore collected by Payee shall be credited on the principal balance of this Note and all other Debt and the provisions of this Note immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new documents, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder or thereunder. All sums paid or agreed to be paid to Payee for the use, forbearance, or detention of the Debt shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of the Note until payment in full of the Debt so that the rate or amount of interest on account of the Debt does not exceed the maximum lawful rate from time to time in effect and applicable to the Debt for so long as the Debt is outstanding. Notwithstanding anything to the contrary contained herein, it is not the intention of Payee to accelerate the maturity of any interest that has not accrued at the time of such acceleration or to collect unearned interest at the time of such acceleration. 7 8. Late Charges. Notwithstanding any longer period granted under Section 3 hereof in connection with the occurrence of an Event of Default and Payee's acceleration remedies, if any sum payable under this Note is not paid on or before the fifth (5th) day after the date on which it is due, Maker shall pay to Payee upon demand an amount equal to the lesser of five percent (5%) of such unpaid sum or the maximum amount permitted by applicable law to defray the expenses incurred by Payee in handling and processing such delinquent payment and to compensate Payee for the loss of the use of such delinquent payment and such amount shall be secured by the Mortgage and other Loan Documents. 9. No Oral Changes. This Note may not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act on the part of Maker or Payee, but only by an agreement in writing signed by the party against whom enforcement of any modification, amendment, waiver, extension, change, discharge or termination is sought. 10. Joint and Several Liability. If Maker consists of more than one person or party, the obligations and liabilities of each such person or party shall be joint and several. 11. Waivers. Except as specifically provided in the Loan Documents, Maker and all others who may become liable for the payment of all or any part of the Debt do hereby severally waive presentment and demand for payment, notice of dishonor, protest, notice of protest, and non-payment, notice of intent to accelerate the maturity hereof and notice of such acceleration. No release of any security for the Debt or extension of time for payment of this Note or any installment hereof, and no alteration, amendment or waiver of any provision of this Note, the Mortgage or the other Loan Documents made by agreement between Payee and any other person or party shall release, modify, amend, waive, extend, change, discharge, terminate or affect the liability of Maker, and any other who may become liable for the payment of all or any part of the Debt, under this Note, the Mortgage or the other Loan Documents. 12. Limitations on Recourse. Notwithstanding anything in the Loan Documents to the contrary, but subject to the qualifications and other provisions in clauses (a), (b) and (c) of this Section 12 below, Payee and Maker agree that: (i) Maker shall be liable upon the Debt and for the other obligations arising under the Loan Documents to the full extent (but only to the extent) of all of the Mortgaged Property and any other items, property or amounts which are collateral or security for the Loan; (ii) if a default occurs in the timely and proper payment of all or any part of the Debt, any judicial proceedings brought by Payee against Maker shall be limited to the preservation, enforcement and foreclosure, or any thereof, of the liens, security titles, estates, assignments, rights and security interests now or at any time hereafter securing the payment of the Debt and/or the other obligations of Maker under the Loan Documents, and no attachment, execution or other writ of process shall be sought, issued or levied upon any assets, properties or funds of Maker other than the Mortgaged Property; and (iii) in the event of a foreclosure of such liens, security titles, estates, assignments, rights or security interests securing the payment of the Debt, no judgment for any deficiency upon the Debt shall be sought or obtained by Payee against Maker. 8 (a) Nothing contained in this Section 12 shall (1) be deemed to be a release or impairment of the Debt or the lien of the Loan Documents upon the Mortgaged Property, or (2) preclude Payee from foreclosing under the Loan Documents in case of any default or from enforcing any of the other rights of Payee, including naming Maker as a party defendant in any action or suit for foreclosure and sale under the Mortgage, or obtaining the appointment of a receiver or prohibit Payee from obtaining a personal judgment against Maker on the Debt to the extent (but only to the extent) such judgment may be required in order to enforce the liens, security titles, estates, assignments, rights and security interests securing payment of the Debt, or (3) limit or impair in any way whatsoever the Guaranty (the "Guaranty") of even date executed and delivered in connection with the indebtedness evidenced by this Note or release, relieve, reduce, waive or impair in any way whatsoever, any obligation of any party to the Guaranty or (4) release, relieve, reduce, waive or impair in any way whatsoever any obligations of any person other than Maker which is a party to any of the other Loan Documents. (b) In the event of fraud or material misrepresentation by Maker or any guarantor in connection with the Loan Documents or the documents delivered by Maker, or the first full monthly payment on this Note is not paid when due, or if any petition or proceeding for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by Maker (or if any such petition or proceeding was not so filed by Maker, but Maker or Guarantor or their respective agents, affiliates, officers or employees consented to, acquiesced in arranged or otherwise participated in bringing about the institution of such petition or proceeding), or if there shall occur any material breach or default under the provisions of Section 9 of the Mortgage (entitled "Single Purpose Entity/Separateness"), the limitations on recourse set forth in this Section 12, including the provisions of clauses (i), (ii) and (iii) of this Section 12 above, will be null and void and completely inapplicable, and this Note shall be full recourse to Maker. (c) Nothing contained herein shall in any manner or way release, affect or impair the right of Payee to recover, and Maker shall be fully and personally liable and subject to legal action, for any loss, cost, expense, damage, claim or other obligation (including without limitation reasonable attorneys' fees and court costs) incurred or suffered by Payee arising out of or in connection with the following: (A) any continuing default beyond any applicable cure periods of the Environmental Liabilities Agreement executed by Maker for the benefit of Payee, dated of even date herewith, including the indemnification provisions contained therein; (B) Maker's failure to obtain Payee's prior written consent to any subordinate financing (except as permitted in Section 9(d) of the Mortgage) or any other encumbrance on the Mortgaged Property, or any transfer of the Mortgaged Property or majority ownership in Maker in violation of the Mortgage; (C) the misapplication by Maker, its agents, affiliates, officers or employees of any funds derived from the Mortgaged Property, including 9 security deposits, insurance proceeds and condemnation awards, in violation of the Loan Documents; (D) Maker's failure to apply proceeds of rents or any other payments in respect of the leases and other income from the Mortgaged Property or any other collateral when received to the costs of maintenance and operation of the Mortgaged Property and to the payment of taxes, lien claims, insurance premiums, monthly payments of principal and interest or escrow payments or other payments due under the Loan Documents to the extent the Loan Documents require such proceeds to be then so applied; (E) any litigation or other legal proceeding related to the Debt filed by Maker or any guarantor or indemnitor that delays or impairs Payee's ability to preserve, enforce or foreclose its lien on the Mortgaged Property, including, but not limited to, the filing of a voluntary petition concerning Maker under the U.S. Bankruptcy Code, in which action a claim, counterclaim, or defense is asserted against Payee, other than any litigation or other legal proceeding in which a final, non-appealable judgment for money damages or injunctive relief is entered against Payee; (F) the gross negligence or willful misconduct of Maker, its agents, affiliates, officers or employees which causes or results in a material diminution, or material loss of value, of the Mortgaged Property that is not reimbursed by insurance or which gross negligence or willful misconduct exposes Payee to claims, liability or costs of defense in any litigation or other legal proceeding; (G) the seizure or forfeiture of the Mortgaged Property, or any portion thereof, or Payee's interest therein, resulting from criminal wrongdoing by Maker, its agents, affiliates, officers or employees; and (H) waste to the Mortgaged Property caused by the acts or omissions of Maker, its agents, affiliates, officers, employees or contractors; or the removal or disposal of any portion of the Mortgaged Property by Maker its agents, affiliates, officers, employees or contractors after an Event of Default to the extent such Mortgaged Property is not replaced by Maker with like property of equivalent value, function and design. 13. Notices. All notices or other communications required or permitted to be given pursuant hereto shall be given in the manner and be effective as specified in the Mortgage, directed to the parties at their respective addresses as provided therein. 14. Transfers of Note and Loan. Payee shall have the unrestricted right at any time or from time to time to sell this Note and the Loan or participation interests therein. Maker shall execute, acknowledge and deliver any and all instruments requested by Payee to satisfy such 10 purchasers or participants that the unpaid indebtedness evidenced by this Note is outstanding upon the terms and provisions set out in this Note and the other Loan Documents. To the extent, if any specified in such assignment or participation, such assignee(s) or participant(s) shall have the rights and benefits with respect to this Note and the other Loan Documents as such assignee(s) or participant(s) would have if they were the Payee hereunder. 15. Waiver of Trial By Jury; Waiver of Certain Claims. MAKER HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS NOTE OR THE OTHER LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH INCLUDING, BUT NOT LIMITED TO THOSE RELATING TO (A) ALLEGATIONS THAT A PARTNERSHIP EXISTS BETWEEN PAYEE AND MAKER; (B) USURY OR PENALTIES OR DAMAGES THEREFOR; (C) ALLEGATIONS OF UNCONSCIONABLE ACTS, DECEPTIVE TRADE PRACTICE, LACK OF GOOD FAITH OR FAIR DEALING, LACK OF COMMERCIAL REASONABLENESS, OR SPECIAL RELATIONSHIPS (SUCH AS FIDUCIARY, TRUST OR CONFIDENTIAL RELATIONSHIP); (D) ALLEGATIONS OF DOMINION, CONTROL, ALTER EGO, INSTRUMENTALITY, FRAUD, REAL ESTATE FRAUD, MISREPRESENTATION, DURESS, COERCION, UNDUE INFLUENCE, INTERFERENCE OR NEGLIGENCE; (E) ALLEGATIONS OF TORTIOUS INTERFERENCE WITH PRESENT OR PROSPECTIVE BUSINESS RELATIONSHIPS OR OF ANTITRUST; OR (F) SLANDER, LIBEL OR DAMAGE TO REPUTATION. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY MAKER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. PAYEE IS HEREBY AUTHORIZED TO FILE A COPY OF THIS SECTION IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY MAKER. 16. Authority. Maker (and the other undersigned representative of Maker, if any) represents that Maker has full power, authority and legal right to execute, deliver and perform its obligations pursuant to this Note, the Mortgage and the other Loan Documents and that this Note, the Mortgage and the other Loan Documents constitute valid and binding obligations of Maker. 17. Governing Law; Consent to Jurisdiction. This Note shall be governed and construed in accordance with the laws of the state where the Mortgaged Property is located and the applicable laws of the United States of America. Maker hereby irrevocably submits to the jurisdiction of any court of competent jurisdiction located in the state in which the Mortgaged Property is located in connection with any proceeding relating to this Note. [SIGNATURE PAGE FOLLOWS] 11 IN WITNESS WHEREOF, Maker has duly executed this Note the day and year first above written. MAKER: RAMCO/CROSSROADS AT ROYAL PALM, LLC, a Michigan limited liability company By: RAMCO/CROSSROADS AT ROYAL PALM MANAGER, LLC, a Michigan limited liability company, its manager By: RAMCO-GERSHENSON PROPERTIES, L.P., a Delaware limited partnership, its sole member By: RAMCO-GERSHENSON PROPERTIES TRUST, a Maryland Real Estate Investment Trust, its general partner By: ____________________________ Name: ____________________________ Title: ____________________________ EX-10.48 5 k74377exv10w48.txt 4TH AMENDED AND RESTATED MASTER REVOLVING CREDIT EXHIBIT 10.48 FOURTH AMENDED AND RESTATED MASTER REVOLVING CREDIT AGREEMENT This FOURTH AMENDED AND RESTATED MASTER REVOLVING CREDIT AGREEMENT is made as of the 30th day of December, 2002 by and among RAMCO-GERSHENSON PROPERTIES, L.P. (the "Borrower"), a Delaware limited partnership, RAMCO-GERSHENSON PROPERTIES TRUST (the "Guarantor"), a Maryland real estate investment trust, FLEET NATIONAL BANK, a national banking association ("Fleet"), DEUTSCHE BANK TRUST COMPANY AMERICAS, BANK ONE, NA, STANDARD FEDERAL BANK N.A., HUNTINGTON NATIONAL BANK, KEYBANK NATIONAL ASSOCIATION, and the other lending institutions that are a party hereto and the other lending institutions which may become parties hereto pursuant to Section 18 (the "Banks"), and FLEET NATIONAL BANK, a national banking association, as Agent for the Banks (the "Agent"). RECITALS WHEREAS, the Borrower, Guarantor, Fleet and Agent are parties to that certain Third Amended and Restated Master Revolving Credit Agreement dated as of September 29, 2000, as amended by that certain First Amendment to Third Amended and Restated Master Revolving Credit Agreement and Other Loan Documents dated as of February 22, 2001 (as amended, the "Prior Credit Agreement"); WHEREAS, the Borrower is indebted to Fleet and certain other banks (the "Prior Banks") in respect of loans made to the Borrower pursuant to the Prior Credit Agreement; WHEREAS, the Borrower has requested that the maturity date of such loans be extended; WHEREAS, the Borrower, the Guarantor, Fleet, the other Banks and the Agent desire to amend and restate the Prior Credit Agreement, it being understood that the loans heretofore made to the Borrower and the letters of credit issued for the benefit of the Borrower under the Prior Credit Agreement shall continue to remain outstanding and that this Agreement is an amendment and restatement of the Prior Credit Agreement which shall remain in full force and effect, as amended and restated in its entirety hereby; NOW, THEREFORE, in consideration of the terms and conditions herein, and of any loans, advances, or extensions of credit heretofore, now or hereafter made to or for the benefit of the Borrower by the Banks, the parties hereto hereby amend and restate the Prior Credit Agreement in its entirety and agree as follows: SECTION 1. DEFINITIONS AND RULES OF INTERPRETATION. SECTION 1.1 DEFINITIONS. The following terms shall have the meanings set forth in this Section 1 or elsewhere in the provisions of this Agreement referred to below: Affiliate. An Affiliate, as applied to any Person, shall mean any other Person directly or indirectly controlling, controlled by, or under common control with, that Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlling", "controlled by" and "under common control with"), as applied to any Person, means (a) the possession, directly or indirectly, of the power to vote ten percent (10%) or more of the stock, shares, voting trust certificates, beneficial interest, partnership interests, member interests or other interests having voting power for the election of directors of such Person or otherwise to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise, or (b) the ownership of (i) a general partnership interest, (ii) a managing member's interest in a limited liability company or (iii) a limited partnership interest or preferred stock (or other ownership interest) representing ten percent (10%) or more of the outstanding limited partnership interests, preferred stock or other ownership interests of such Person. Agent. Fleet National Bank, acting as agent for the Banks, its successors and assigns. Agent's Head Office. The Agent's head office located at 100 Federal Street, Boston, Massachusetts 02110, or at such other location as the Agent may designate from time to time by notice to the Borrower and the Banks. Agent's Special Counsel. McKenna Long & Aldridge LLP or such other counsel as may be approved by the Agent. Agreement. This Fourth Amended and Restated Master Revolving Credit Agreement, including the Schedules and Exhibits hereto. Applicable Margin. On any date, the applicable margin set forth below based on the ratio of the Consolidated Total Liabilities of the Borrower to the Consolidated Total Adjusted Asset Value of the Borrower (expressed as a percentage):

The initial Applicable Margin shall be at Pricing Level 3. The Applicable Margin shall be adjusted based upon such ratio, if at all, on the first day of the first month following the delivery by the Borrower to the Agent of the Compliance Certificate at the end of each fiscal quarter. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by Section 7.4(e), then without limiting any other rights of the Agent and the Banks under this Agreement, the Applicable Margin shall be at Pricing Level 4 until such failure is cured within any applicable cure period. Appraisal. An MAI appraisal of the value of a parcel of Real Estate, determined on a fair value basis, performed by an independent appraiser selected by the Agent who is not an 2 employee of the Borrower, the Guarantor or any of their Subsidiaries, the Agent or a Bank, the form and substance of such appraisal and the identity of the appraiser to be in compliance with the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended, the rules and regulations adopted pursuant thereto and all other regulatory laws and policies (both regulatory and internal) applicable to the Banks and otherwise acceptable to the Agent. Appraised Value. The fair value of a parcel of Mortgaged Property determined by the most recent Appraisal of such parcel or update obtained pursuant to Section 5.2 or Section 10.16, subject, however, to such changes or adjustments to the value determined thereby as may be required by the appraisal department of the Agent. Approved Subsidiary. A wholly-owned Subsidiary of the Borrower, the formation and organizational structure of which and the ownership of real estate assets by which has been approved in writing by the Majority Banks. Arranger. Fleet Securities, Inc. Assignment of Hedge. An Assignment of Hedge Agreement by the Borrower to the Agent for the benefit of the Banks pursuant to which the Interest Rate Contract described in Section 7.15 is pledged as security for the Obligations, as the same may be modified or amended, such assignment to be in form and substance satisfactory to the Agent, and any consents, acknowledgments or financing statements that may be delivered in connection therewith as required by Agent. Assignment of Leases and Rents. Each of the collateral assignments of leases and rents from the Borrower or any of its Subsidiaries to the Agent, as the same may be modified or amended, pursuant to which there shall be assigned to the Agent for the benefit of the Banks a security interest in the interest of the Borrower or any of its Subsidiaries as lessor with respect to all Leases of all or any part of a Mortgaged Property, each such collateral assignment to be in form and substance satisfactory to the Agent. Agreement of Management Company. An agreement, in form and substance satisfactory to Agent, whereby Ramco Gershenson, Inc. (the "Management Company") agrees that (a) upon foreclosure of any Mortgaged Property, the Management Agreement between Borrower and Management Company (the "Ramco Management Agreement") will terminate as to such Mortgaged Property, (b) the Management Company's rights under the Ramco Management Agreement with respect to any Mortgaged Property are subordinate to the lien of the Security Deeds and all other Loan Documents, and (c) upon foreclosure of any Mortgaged Property or delivery of a deed in lieu thereof, Agent shall have no obligations or liabilities under the Ramco Management Agreement. Balance Sheet Date. September 30, 2002. Banks. Fleet and any other Person who becomes an assignee of any rights of a Bank pursuant to Section 18. Base Rate. The greater of (a) the variable annual rate of interest announced from time to time by Agent at Agent's Head Office as its "prime rate" or (b) one-half of one percent (0.5%) 3 above the Federal Funds Effective Rate (rounded upwards, if necessary, to the next one-eighth of one percent). The Base Rate is a reference rate and does not necessarily represent the lowest or best rate being charged to any customer. Any change in the rate of interest payable hereunder resulting from a change in the Base Rate shall become effective as of the opening of business on the day on which such change in the Base Rate becomes effective, without notice or demand of any kind. Base Rate Loans. Those Loans bearing interest calculated by reference to the Base Rate. Borrower. As defined in the preamble hereto. Borrowing Base. At any time with respect to the Borrower and any Approved Subsidiary, the Borrowing Base shall be the Borrowing Base for Eligible Real Estate included in the Mortgaged Property owned by the Borrower or any Approved Subsidiary. The Borrowing Base for Eligible Real Estate included in the Mortgaged Property shall be the amount which is the lesser of (a) sixty-five percent (65%) of the sum of the Appraised Values of each Mortgaged Property as most recently determined as provided under Section 5.2 or Section 10.16; and (b) the sum of the Debt Service Coverage Amounts for each Mortgaged Property, and the amount which is the lesser of (a) and (b) shall be the Borrowing Base for Eligible Real Estate included in the Mortgaged Property; and provided, however, that the portion of the Borrowing Base attributable to Regular Real Estate shall at no time be less than sixty-five percent (65%) of the entire Borrowing Base. Notwithstanding the foregoing, the Borrowing Base attributable to a Mortgaged Property shall not exceed the amount to which recovery under the applicable Security Deed is limited, unless such Security Deed is amended to increase any such limit. Building. With respect to each parcel of Mortgaged Property, all of the buildings, structures and improvements now or hereafter located thereon. Building Service Equipment. All apparatus, fixtures and articles of personal property owned by the Borrower or any Approved Subsidiary now or hereafter attached to or used or procured for use in connection with the operation or maintenance of any building, structure or other improvement located on or included in the Mortgaged Property, including, but without limiting the generality of the foregoing, all engines, furnaces, boilers, stokers, pumps, heaters, tanks, dynamos, motors, generators, switchboards, electrical equipment, heating, plumbing, lifting and ventilating apparatus, air-cooling and air-conditioning apparatus, gas and electric fixtures, elevators, escalators, fittings, and machinery and all other equipment of every kind and description, used or procured for use in the operation of a Building and located on the Mortgaged Property (except apparatus, fixtures or articles of personal property belonging to lessees or other occupants of such building or to persons other than the Borrower or any Approved Subsidiary unless the same be abandoned by any such lessee or other occupant or person and shall become the Borrower's or Approved Subsidiary's property by reason of such abandonment), together with any and all replacements thereof and additions thereto. Business Day. Any day on which banking institutions located in the same city and state as the Agent's Head Office are open for the transaction of banking business and, in the case of LIBOR Rate Loans, which also is a LIBOR Business Day. 4 Capital Expenditure Reserve Amount. With respect to any Person or property, a reserve for replacements and capital expenditures equal to $.10 per square foot of building space located on all Real Estate owned by such Person, other than Real Estate subject to long term leases having a remaining term of at least five (5) years, exclusive of unexpired options, which provide that the tenant is responsible for all building maintenance. Capital Improvement Project. With respect to any Real Estate now or hereafter owned by the Borrower or any of its Approved Subsidiaries which is utilized principally for shopping centers, capital improvements consisting of rehabilitation, refurbishment, replacement, expansions and improvements (including related amenities) to the existing Buildings on such Real Estate and capital additions, repairs, resurfacing and replacements in the common areas of such Real Estate all of which may be properly capitalized under generally accepted accounting principles. Capitalized Lease. A lease under which a Person is the lessee or obligor, the discounted future rental payment obligations under which are required to be capitalized on the balance sheet of the lessee or obligor in accordance with generally accepted accounting principles. CERCLA. See Section 6.18. Change of Control. The occurrence of any one of the following events: (a) during any twelve month period on or after the date hereof, individuals who at the beginning of such period constituted the Board of Directors of the Guarantor (together with any new directors whose election by the Board of Directors or whose nomination for election by the shareholders of the Guarantor was approved by a vote of at least a majority of the members of the Board of Directors then in office who either were members of the Board of Directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the members of the Board of Directors then in office; or (b) there occurs a change of control of the Guarantor of a nature that would be required to be reported in response to Item 1a of Form 8-K filed pursuant to Section 13 or 15 under the Securities Exchange Act of 1934, or in any other filing by the Guarantor with the Securities and Exchange Commission; or (c) the Borrower or Guarantor consolidates with, is acquired by, or merges into or with any Person (other than a merger permitted by Section 8.4). Closing Date. The first date on which all of the conditions set forth in Section 10 and Section 11 have been satisfied. Code. The Internal Revenue Code of 1986, as amended. Collateral. All of the property, rights and interests of the Borrower, the Guarantor or any of their Subsidiaries which are or are intended to be subject to the security interests, liens and mortgages created by the Security Documents, including, without limitation, the Mortgaged Property, the Guaranty and the Subsidiary Guaranty. 5 Commitment. With respect to each Bank, the amount set forth on Schedule 1 hereto as the amount of such Bank's Commitment to make or maintain Loans to the Borrower and to participate in Letters of Credit for the account of the Borrower, as the same may be changed from time to time in accordance with the terms of this Agreement. Commitment Percentage. With respect to each Bank, the percentage set forth on Schedule 1 hereto as such Bank's percentage of the aggregate Commitments of all of the Banks, as the same may be changed from time to time in accordance with the terms of this Agreement.. Compliance Certificate. See Section 7.4(e). Consolidated or Combined. With reference to any term defined herein, that term as applied to the accounts of a Person and its Subsidiaries, consolidated or combined in accordance with generally accepted accounting principles. Consolidated Operating Cash Flow. With respect to any period of a Person, an amount equal to the Operating Cash Flow of such Person and its Subsidiaries for such period consolidated in accordance with generally accepted accounting principles. Consolidated Tangible Net Worth. The amount by which Consolidated Total Adjusted Asset Value exceeds Consolidated Total Liabilities, and less the sum of: (a) the total book value of all assets of a Person and its Subsidiaries properly classified as intangible assets under generally accepted accounting principles, including such items as good will, the purchase price of acquired assets in excess of the fair market value thereof, trademarks, trade names, service marks, brand names, copyrights, patents and licenses, and rights with respect to the foregoing; and (b) all amounts representing any write-up in the book value of any assets of such Person or its Subsidiaries resulting from a revaluation thereof subsequent to the Balance Sheet Date. Consolidated Total Adjusted Asset Value. With respect to any Person, the sum of all assets of such Person and its Subsidiaries determined on a Consolidated basis in accordance with generally accepted accounting principles, provided that all Real Estate that is improved and not Under Development, shall be valued at an amount equal to (A) the Operating Cash Flow of such Person and its Subsidiaries and joint ventures described in Section 8.3(k) from such Real Estate for the period covered by the four previous consecutive fiscal quarters (treated as a single accounting period) divided by (B) nine and one half percent (9.5%) capitalization rate, provided that (i) prior to such time as the Borrower or any of its Subsidiaries or such joint ventures has owned and operated any parcel of Real Estate for four full fiscal quarters (or with respect to any Redevelopment Property that has been valued at cost as permitted below and has recommenced operations for less than four full fiscal quarters), the Operating Cash Flow with respect to such parcel of Real Estate for the number of full fiscal quarters which the Borrower or any of its Subsidiaries or such joint ventures has owned and operated such parcel of Real Estate (or, with respect to a Redevelopment Property that has recommenced operations, the Operating Cash Flow for such Redevelopment Property for the number of full fiscal quarters which the Borrower or its Subsidiary has recommenced operations) as annualized shall be utilized, (ii) the Operating Cash 6 Flow for any parcel of Real Estate (or Redevelopment Property that has recommenced operations) without a full quarter of performance shall be annualized in such manner as the Agent shall approve, such approval not to be unreasonably withheld, (iii) prior to being capitalized, the Operating Cash Flow with respect to any parcel of Real Estate owned by a joint venture of such Person shall be reduced by the amount of all Debt Service of such joint venture, and (iv) to the extent that the capitalized Operating Cash Flow with respect to any parcel of Real Estate owned by a joint venture of such Person is included in the calculation of Consolidated Total Adjusted Asset Value for such Person, such Person's interest in the joint venture shall not be included in the calculation of Consolidated Total Adjusted Asset Value for such Person. Notwithstanding the foregoing, Borrower may elect to value a Redevelopment Property at cost as determined in accordance with generally accepted accounting principles, as set forth in the first sentence of this definition, for a period of up to twelve (12) months which twelve (12) month period shall commence upon the date which Agent receives written notice from Borrower of such election. For the purpose of calculating Operating Cash Flow under this definition as to any parcel of Real Estate, the Operating Cash Flow Rental Adjustment shall be applied to any parcel of Real Estate affected by any of the events described in the definition of Operating Cash Flow Rental Adjustment. The assets of the Borrower and its Subsidiaries on the consolidated financial statements of the Borrower and its Subsidiaries shall be adjusted to reflect the Borrower's allocable share of such asset (including Borrower's interest in any joint venture whose asset value is determined by application of the capitalization rate above), for the relevant period or as of the date of determination, taking into account (a) the relative proportion of each such item derived from assets directly owned by the Borrower and from assets owned by its respective Subsidiaries and joint ventures, and (b) the Borrower's respective ownership interest in its Subsidiaries and joint ventures. Consolidated Total Liabilities. All liabilities of a Person and its Subsidiaries determined on a Consolidated basis in accordance with generally accepted accounting principles and all Indebtedness of such Person and its Subsidiaries, whether or not so classified, including any liabilities arising in connection with sale and leaseback transactions. Amounts undrawn under this Agreement shall not be included in Indebtedness for purposes of this definition. Notwithstanding anything to the contrary contained herein, Indebtedness of Borrower and its Subsidiaries consisting of environmental indemnities and guarantees with respect to customary exceptions to exculpatory language with respect to Non-recourse Indebtedness shall not be included in the calculation of Consolidated Total Liabilities of Borrower and its Subsidiaries unless a claim shall have been made against Borrower or a Subsidiary of Borrower on account of any such guaranty or indemnity. Contribution Agreement (Revolver). That certain Contribution Agreement (Revolver) dated of even date herewith among the Borrower, the Guarantor and the Subsidiary Guarantors. Construction Inspector. A firm of professional engineers or architects selected by the Borrower and reasonably acceptable to the Agent. Conversion Request. A notice given by the Borrower to the Agent of its election to convert or continue a Loan in accordance with Section 4.1. 7 Debt Offering. The issuance and sale by the Borrower or the Guarantor of any debt securities of the Borrower or the Guarantor. Debt Service. For any period, the sum of all interest, including capitalized interest not paid in cash, bond related expenses, and mandatory principal/sinking fund payments due and payable during such period excluding the mandatory amortization payments required pursuant to Section 3.5 of the Unsecured Revolving Loan Agreement and any balloon payments due upon maturity of any Indebtedness. Debt Service Coverage Amount. At any time determined by the Agent, an amount equal to the maximum principal loan amount which, when bearing interest at a rate per annum equal to the greater of (i) the then-current annual yield on seven (7) year obligations issued by the United States Treasury most recently prior to the date of determination plus 2.0% payable based on a 25 year mortgage style amortization schedule (expressed as a mortgage constant percentage) and (ii) eight and one half percent (8.5%), would be payable by the monthly principal and interest payment amount resulting from dividing (a) the Operating Cash Flow from an individual Mortgaged Property for the preceding four fiscal quarters divided by 1.60 by (b) 12. Attached hereto as Schedule 2 is an example of the calculation of Debt Service Coverage Amount (such example is meant only as an illustration based upon the assumptions set forth in such example, and shall not be interpreted so as to limit the Agent in its good faith determination of the Debt Service Coverage Amount hereunder as hereinafter provided). The determination of the Debt Service Coverage Amount and the components thereof by the Agent shall, so long as the same shall be determined in good faith, be conclusive and binding absent manifest error. In the event that the Borrower or any Approved Subsidiary shall have owned a Mortgaged Property for less than four consecutive fiscal quarters, then for the purpose of determining the Debt Service Coverage Amount, the Operating Cash Flow with respect to such Mortgaged Property shall be annualized in such manner as the Agent shall reasonably determine. For the purpose of calculating Operating Cash Flow under this definition as to any Mortgaged Property, the Operating Cash Flow Rental Adjustment shall be applied to any Mortgaged Property affected by any of the events described in the definition of Operating Cash Flow Rental Adjustment. Default. See Section 12.1. In addition, any "Default" (as defined in the Unsecured Revolving Loan Agreement) shall also be a Default hereunder. Defaulting Bank. Any Bank which fails or refuses to perform its obligations under this Agreement within the time period specified for performance of such obligation or, if no time frame is specified, if such failure or refusal continues for a period of five (5) Business Days after notice from the Agent. Distribution. With respect to any Person, the declaration or payment of any cash, cash flow, dividend or distribution on or in respect of any shares of any class of capital stock or other beneficial interest of such Person other than dividends or distributions payable solely in equity securities of such Person; the purchase, redemption, exchange or other retirement of any shares of any class of capital stock or other beneficial interest of such Person, directly or indirectly through a Subsidiary of such Person or otherwise; the return of capital by such Person to its shareholders, partners or other owners as such; or any other distribution on or in respect of any shares of any class of capital stock or other beneficial interest of such Person. 8 Dollars or $. Dollars in lawful currency of the United States of America. Domestic Lending Office. Initially, the office of each Bank designated as such in Schedule 1 hereto; thereafter, such other office of such Bank, if any, located within the United States that will be making or maintaining Base Rate Loans. Drawdown Date. The date on which any Loan is made or is to be made, and the date on which any Loan which is made prior to the Maturity Date is converted or combined in accordance with Section 4.1. Eligible Real Estate. Real Estate: (i) which is owned in fee by the Borrower or any Approved Subsidiary or which is leased by the Borrower or any such Approved Subsidiary pursuant to a ground lease which has been approved by the Majority Banks at their sole discretion; (ii) which is located within the contiguous 48 States of the continental United States, excluding those States which prescribe a "single-action" or similar rule limiting the rights of creditors secured by real property, which exclusion shall apply, without limitation, to the States of California and Washington except to the extent such exclusion is waived in writing by the Majority Banks with respect to a specific parcel of Real Estate; (iii) which is utilized principally for shopping centers or retail facilities; (iv) which is approved by the Majority Banks after the date hereof in their sole judgment; (v) as to which all of the representations set forth in Section 6 of this Agreement concerning Mortgaged Property are true and correct; and (vi) as to which the Agent has received all Eligible Real Estate Qualification Documents, so long as all of such documents remain in full force and effect. Eligible Real Estate Qualification Documents. With respect to any parcel of Real Estate of the Borrower or any Approved Subsidiary which is proposed to be included in the Collateral, each of the following: (a) Security Documents. Such Security Documents relating to such Real Estate as the Agent shall require, in form and substance satisfactory to the Agent and duly executed and delivered by the respective parties thereto. (b) Enforceability Opinion. The favorable legal opinion of counsel to the Borrower, the Guarantor and any Approved Subsidiary reasonably acceptable to the Agent qualified to practice in the State in which such Real Estate is located, addressed to the Banks and the Agent and in form and substance satisfactory to the Agent as to the enforceability of such Security Documents (including the opinion that the Special Security Documents and the agreement herein for the future recording thereof are enforceable between the parties thereto, with appropriate qualifications acceptable to the 9 Agent as to the enforceability against third parties prior to recordation thereof) and such other matters as the Agent shall reasonably request. (c) Perfection of Liens. Except with respect to Special Real Estate, evidence reasonably satisfactory to the Agent that the Security Documents are effective to create in favor of the Agent a legal, valid and enforceable first (except for Permitted Liens approved by the Agent entitled to priority under applicable law) lien and security interest in such Real Estate and that all filings, recordings, deliveries of instruments and other actions necessary or desirable to protect and preserve such lien or security interest have been duly effected. (d) Survey and Taxes. The Survey of such Real Estate, together with the Surveyor Certification and evidence of payment of all real estate taxes, assessments and municipal charges on such Real Estate which on the date of determination are required to have been paid under Section 7.8. (e) Title Insurance; Title Exception Documents. The Title Policy covering such Real Estate, including all endorsements thereto, and together with proof of payment of all fees and premiums for such policy, and true and accurate copies of all documents listed as exceptions under such policy or any supplements thereto accepted by Agent. (f) UCC Certification. A certification from the Title Insurance Company or counsel satisfactory to the Agent that a search of the public records designated by the Agent disclosed no conditional sales contracts, security agreements, chattel mortgages, leases of personalty, financing statements or title retention agreements which affect any property, rights or interests of the Borrower or any Approved Subsidiary that are or are intended to be subject to the security interest, assignments, and mortgage liens created by the Security Documents relating to such Real Estate except to the extent that the same are discharged and removed prior to or simultaneously with the inclusion of the Real Estate in the Collateral. (g) Management Agreement. A true copy of the Management Agreement, if any, relating to such Real Estate. (h) Standard Form Leases. True copies of sample leases and Rent Rolls and summaries thereof satisfactory to the Agent certified by the Borrower and any Approved Subsidiary as accurate and complete as of a recent date. (i) Subordination Agreements. A Subordination, Attornment and Non-Disturbance Agreement from each tenant of such Real Estate as reasonably required by the Agent, dated not more than sixty (60) days prior to the inclusion of such Real Estate in the Collateral and satisfactory in form and substance to the Agent. (j) Estoppel Certificates. Estoppel certificates from (i) each tenant of such parcel of Real Estate that leases space therein containing 10,000 or more square feet and (ii) unless otherwise approved by the Agent, seventy-five percent (75%) of all other tenants of such parcel of Real Estate; provided, however, that notwithstanding the foregoing requirements, the Borrower or any Approved Subsidiary shall use its best 10 efforts to obtain estoppel certificates from all tenants of such parcel of Real Estate. All such estoppel certificates are to be dated not more than sixty (60) days prior to the inclusion of such Real Estate in the Collateral and are to be satisfactory in form and substance to the Agent. (k) Certificates of Insurance. Each of (i) a current certificate of insurance as to the insurance maintained by the Borrower on such Real Estate (including flood insurance if necessary) or blanket coverage which includes such Real Estate in accordance with the terms of this Agreement from the insurer or an independent insurance broker dated as of the date of determination, identifying insurers, types of insurance, insurance limits, and policy terms; (ii) certified copies of all policies evidencing such insurance (or certificates therefor signed by the insurer or an agent authorized to bind the insurer); and (iii) such further information and certificates from the Borrower, its insurers and insurance brokers as the Agent may reasonably request, all of which shall be in compliance with the requirements of this Agreement. (l) Hazardous Substance Assessments. A Phase I environmental site assessment report concerning Hazardous Substances and asbestos on such Real Estate dated or updated not more than six (6) months prior to the inclusion of such Real Estate in the Collateral, from an Environmental Engineer, such report to contain no qualifications except those that are acceptable to the Majority Banks in their sole discretion and to otherwise be in form and substance satisfactory to the Majority Banks. (m) Certificate of Occupancy. A copy of the certificate(s) of occupancy issued to the Borrower or any Approved Subsidiary for such parcel of Real Estate permitting the use and occupancy of the Building thereon (or a copy of the certificates of occupancy issued for such parcel of Real Estate and evidence satisfactory to the Agent that any previously issued certificate(s) of occupancy is not required to be reissued to the Borrower or any Approved Subsidiary), or a legal opinion or certificate from the appropriate principality reasonably satisfactory to the Agent that no certificates of occupancy are necessary to the use and occupancy thereof. (n) Appraisal. An Appraisal of such Real Estate, in form and substance satisfactory to the Agent or the Majority Banks as provided in Section 5.2 and dated not more than three (3) months prior to the inclusion of such Real Estate in the Collateral. (o) Zoning and Land Use Opinion of Counsel. A favorable opinion concerning the Real Estate addressed to the Agent and dated the date of the inclusion of such Real Estate in the Collateral, in form and substance satisfactory to the Agent, from counsel approved by the Agent admitted to practice in the State in which such parcel is located, as to zoning and land use compliance, or such other evidence regarding zoning and land use compliance as the Agent may approve in its reasonable discretion, provided that a 3.1 zoning endorsement with parking from the Title Insurance Company shall be satisfactory for this purpose. (p) Construction Inspector Report. A report or written confirmation from the Construction Inspector satisfactory in form and content to the Majority Banks, dated or 11 updated not more than three (3) months prior to the inclusion of such Real Estate in the Collateral, addressing such matters as the Majority Banks may reasonably require, including without limitation that the Construction Inspector has reviewed the plans and specifications or other available materials for all Buildings on the Real Estate, that the condition of the Buildings is good, that all Buildings were constructed and completed in a good and workmanlike manner, that the Buildings satisfy all applicable building, zoning, handicapped access and Environmental Laws applicable thereto, whether or not the Real Estate and the Buildings thereon are a conforming use under applicable zoning laws, and that utilities and public water and sewer service are available at the lot lines of the Real Estate through dedicated rights-of-way or through insured perpetual private easements approved by the Agent and connected directly to the Building with all necessary permits. (q) Permit and Legal Compliance Assurances. Evidence satisfactory to the Agent that all activities being conducted on such Real Estate which require federal, state or local licenses or permits have been duly licensed and that such licenses or permits are in full force and effect, and that the Real Estate, the Buildings and the use and occupancy thereof are in compliance with all applicable federal, state or local laws, ordinances or regulations. (r) Operating Statements. Operating statements for such Real Estate in the form of such statements delivered to the Banks under Section 6.4(c) covering each of the four fiscal quarters ending immediately prior to the addition of such Mortgaged Property to the Collateral. (s) Doing Business Opinion. An opinion, dated the date of the inclusion of such Real Estate in the Collateral, of legal counsel to the Borrower reasonably acceptable to the Agent qualified to practice in the State in which such Real Estate is located to the effect that neither the Agent nor any Bank shall be required to qualify to do business in such State or any political subdivision thereof or to become liable to pay any taxes in such State or any political subdivision thereof solely on account of the receipt of the lien on such Real Estate securing the Obligations, such opinion to be satisfactory to the Agent. (t) Approved Subsidiary Documents. With respect to Real Estate owned by an Approved Subsidiary, such guaranties, contribution agreements or other documents, instruments, reports, assurances, or opinions as the Agent may require in its sole and absolute discretion. (u) Additional Documents. Such other documents, certificates, reports or assurances as the Agent may reasonably require in its discretion. Employee Benefit Plan. Any employee benefit plan within the meaning of Section 3(3) of ERISA maintained or contributed to by the Borrower, the Guarantor or any ERISA Affiliate, other than a Multiemployer Plan. Environmental Engineer. McLaren Hart or another firm of independent professional engineers or other scientists generally recognized as expert in the detection, analysis and 12 remediation of Hazardous Substances and related environmental matters and which has been previously approved by the Agent, or if not previously approved by the Agent, with respect to which the Borrower has provided to the Agent a copy of such firm's errors and omissions insurance policy and a reliance letter both in form and substance acceptable to the Agent. Environmental Laws. See Section 6.18(a). Equity Offering. The issuance and sale by the Borrower or the Guarantor of any equity securities of the Borrower or the Guarantor. ERISA. The Employee Retirement Income Security Act of 1974, as amended and in effect from time to time. ERISA Affiliate. Any Person which is treated as a single employer with the Borrower or the Guarantor under Section 414 of the Code. ERISA Reportable Event. A reportable event with respect to a Guaranteed Pension Plan within the meaning of Section 4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice has not been waived. Event of Default. See Section 12.1. Federal Funds Effective Rate. For any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day on such transactions received by the Agent from three Federal funds brokers of recognized standing selected by the Agent. Fleet. As defined in the preamble hereto. Funds from Operations. With respect to any Person for any fiscal period, the Net Income of such Person computed in accordance with generally accepted accounting principles, excluding gains (or losses) from sales of property, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures will be calculated to reflect funds from operations on the same basis. generally accepted accounting principles. Principles that are (a) consistent with the principles promulgated or adopted by the Financial Accounting Standards Board and its predecessors, as in effect from time to time and (b) consistently applied with past financial statements of the Person adopting the same principles; provided that a certified public accountant would, insofar as the use of such accounting principles is pertinent, be in a position to deliver an unqualified opinion (other than a qualification regarding changes in generally accepted accounting principles) as to financial statements in which such principles have been properly applied. Notwithstanding the foregoing, for the purposes of the financial calculations hereunder, 13 any amount otherwise included therein from a mark-up or mark-down of a derivative product of a Person shall be excluded. Government Acts. See Section 2.7(j). Guaranteed Pension Plan. Any employee pension benefit plan within the meaning of Section 3(2) of ERISA maintained or contributed to by the Borrower, the Guarantor or any ERISA Affiliate the benefits of which are guaranteed on termination in full or in part by the PBGC pursuant to Title IV of ERISA, other than a Multiemployer Plan. Guarantor. Ramco-Gershenson Properties Trust, a Maryland real estate investment trust. Guaranty. The Fourth Amended and Restated Unconditional Guaranty of Payment and Performance dated of even date herewith made by the Guarantor in favor of the Agent and the Banks, as the same may be modified or amended, such Guaranty to be in form and substance satisfactory to the Agent. Hazardous Substances. See Section 6.18(b). Hedge Obligations. All obligations of Borrower to any Bank or an Affiliate of a Bank to make any payments (including, without limitation, any payments due upon a termination or default) under any agreement with respect to any Interest Rate Contract executed in connection with the satisfaction of the condition set forth in Section 7.15, and any confirming letter executed pursuant to such hedging agreement, all as amended, restated or otherwise modified. HLT Notice Date. See Section 4.13. Indebtedness. All obligations, contingent and otherwise, that in accordance with generally accepted accounting principles should be classified upon the obligor's balance sheet as liabilities, or to which reference should be made by footnotes thereto, but without any double counting, including in any event and whether or not so classified: (a) all debt and similar monetary obligations, whether direct or indirect (including, without limitation, any obligations evidenced by bonds, debentures, notes or similar debt instruments); (b) all liabilities secured by any mortgage, pledge, security interest, lien, charge or other encumbrance existing on property owned or acquired subject thereto, whether or not the liability secured thereby shall have been assumed; (c) all guarantees, endorsements and other contingent obligations whether direct or indirect in respect of indebtedness of others, including any obligation to supply funds to or in any manner to invest directly or indirectly in a Person, to purchase indebtedness, or to assure the owner of indebtedness against loss through an agreement to purchase goods, supplies or services for the purpose of enabling the debtor to make payment of the indebtedness held by such owner or otherwise; (d) any obligation as a lessee or obligor under a Capitalized Lease; (e) all subordinated debt; (f) all obligations to purchase under agreements to acquire, or otherwise to contribute money with respect to, properties under "development" within the meaning of Section 8.9; and (g) all obligations, contingent or deferred or otherwise, of any Person, including, without limitation, any such obligations as an account party under acceptance, letter of credit or similar facilities including, without limitation, obligations to reimburse the issuer in respect of a letter of credit except for contingent obligations (but excluding any guarantees or similar obligations) that 14 are not material and are incurred in the ordinary course of business in connection with the acquisition or obtaining commitments for financing of Real Estate. Indemnity Agreement. The Fourth Amended and Restated Indemnity Agreement Regarding Hazardous Materials made by the Borrower and the Guarantor in favor of the Agent and the Banks, and any additional Indemnity Agreements Regarding Hazardous Materials made by the Borrower and the Guarantor and/or any Subsidiaries thereof in favor of the Agent and the Banks, as the same may be modified or amended, pursuant to which the Borrower, the Guarantor and any such Subsidiaries agree to indemnify the Agent and the Banks with respect to Hazardous Substances and Environmental Laws, such Indemnity Agreements to be in form and substance satisfactory to the Majority Banks. Interest Payment Date. As to each Base Rate Loan, the first day of each calendar month during the term of such Base Rate Loan, and as to each LIBOR Rate Loan, the first day of each calendar month during the term of such LIBOR Rate Loan and the last day of the Interest Period relating thereto. Interest Period. With respect to each LIBOR Rate Loan (a) initially, the period commencing on the Drawdown Date of such Loan and ending one, two, three or six months (or, with the consent of the Banks, a period of less than one (1) month) thereafter and (b) thereafter, each period commencing on the day following the last day of the next preceding Interest Period applicable to such Loan and ending on the last day of one of the periods set forth above, as selected by the Borrower in a Conversion Request; provided that all of the foregoing provisions relating to Interest Periods are subject to the following: (i) if any Interest Period with respect to a LIBOR Rate Loan would otherwise end on a day that is not a LIBOR Business Day, that Interest Period shall end and the next Interest Period shall commence on the next preceding or succeeding LIBOR Business Day as determined conclusively by the Agent in accordance with the then current bank practice in the London Interbank Market; (ii) if the Borrower shall fail to give notice as provided in Section 4.1, the Borrower shall be deemed to have requested a conversion of the affected LIBOR Rate Loan to a Base Rate Loan on the last day of the then current Interest Period with respect thereto; and (iii) no Interest Period relating to any LIBOR Rate Loan shall extend beyond the Maturity Date. Interest Rate Contracts. Interest rate swap, collar, cap or similar agreements providing interest rate protection. Investments. With respect to any Person, all shares of capital stock, evidences of Indebtedness and other securities issued by any other Person, all loans, advances, or extensions of credit to, or contributions to the capital of, any other Person, all purchases of the securities or business or integral part of the business of any other Person and commitments and options to make such purchases, all interests in real property, and all other investments; provided, however, that the term "Investment" shall not include (i) equipment, inventory and other tangible personal property acquired in the ordinary course of business, or (ii) current trade and customer accounts 15 receivable for services rendered in the ordinary course of business and payable in accordance with customary trade terms. In determining the aggregate amount of Investments outstanding at any particular time: (a) the amount of any Investment represented as a guaranty shall be taken at not less than the principal amount of the obligations guaranteed and still outstanding (provided that any guaranty of the type described in Section 8.1(n) shall not be considered an Investment for the purposes hereof, but instead shall be considered Indebtedness); (b) there shall be included as an Investment all interest accrued with respect to Indebtedness constituting an Investment unless and until such interest is paid; (c) there shall be deducted in respect of each such Investment any amount received as a return of capital (but only by repurchase, redemption, retirement, repayment, liquidating dividend or liquidating distribution); (d) there shall not be deducted in respect of any Investment any amounts received as earnings on such Investment, whether as dividends, interest or otherwise, except that accrued interest included as provided in the foregoing clause (b) may be deducted when paid; and (e) there shall not be deducted from the aggregate amount of Investments any decrease in the value thereof. Leases. Leases, licenses and agreements whether written or oral, relating to the use or occupation of space in or on the Building or on the Real Estate by persons other than the Borrower. Letter of Credit. Any standby letter of credit issued at the request of the Borrower and for the account of the Borrower in accordance with Section 2.7. Each letter of credit issued for the account of the Borrower under the Prior Credit Agreement (which letters of credit are identified on Schedule 3 attached hereto) shall be deemed to be a Letter of Credit under this Agreement and shall be subject to all terms and conditions of this Agreement including, without limitation, the obligation of the Borrower to reimburse the Agent with respect to any amounts drawn thereunder. Letter of Credit Application. See Section 2.7(b). LIBOR Business Day. Any day on which commercial banks are open for international business (including dealings in Dollar deposits) in London. LIBOR Lending Office. Initially, the office of each Bank designated as such in Schedule 1 hereto; thereafter, such other office of such Bank, if any, that shall be making or maintaining LIBOR Rate Loans. LIBOR Rate. As applicable to any Interest Period for any LIBOR Rate Loan, the rate per annum (rounded upwards, if necessary, to the nearest 1/32nd of one percent) as determined on the basis of the offered rates for deposits in Dollars, for the period of time comparable to such Interest Period which appears on the Telerate page 3750 as of 11:00 a.m. London time on the day that is two (2) LIBOR Business Days preceding the first day of such Interest Period; provided, however, if the rate described above does not appear on the Telerate System on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upwards as described above, if necessary) for deposits in Dollars for a period substantially equal to the Interest Period on the Reuters Page "LIBO" (or such other page as may replace the LIBO Page on that service for the purpose of displaying such rates), as of 11:00 a.m. (London Time), on the day that is two (2) LIBOR Business Days prior to the beginning of such Interest Period. If both the Telerate and 16 Reuters systems are unavailable, then the rate for that date will be determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to such Interest Period which are offered by four major banks in the London interbank market at approximately 11:00 a.m. London time, on the day that is two (2) LIBOR Business Days preceding the first day of such Interest Period as selected by Agent. The principal London office of each of the four major London banks will be requested to provide a quotation of its U.S. dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to such Interest Period offered by major banks in New York City at approximately 11:00 a.m. (New York City time), on the day that is two (2) LIBOR Business Days preceding the first day of such Interest Period. In the event that Agent is unable to obtain any such quotation as provided above, it will be deemed that the LIBOR Rate pursuant to a LIBOR Rate Loan cannot be determined and the provisions of Section 4.6 shall apply. In the event that the Board of Governors of the Federal Reserve System shall impose a Reserve Percentage with respect to LIBOR deposits of Agent, then for any period during which such Reserve Percentage shall apply, the LIBOR Rate shall be equal to the amount determined above divided by an amount equal to 1 minus the Reserve Percentage. LIBOR Rate Loans. Loans bearing interest calculated by reference to a LIBOR Rate. Loan Documents. This Agreement, the Notes, the Letters of Credit, the Letter of Credit Applications, the Security Documents and all other documents, instruments or agreements now or hereafter executed or delivered by or on behalf of the Borrower, the Guarantor or any of their Subsidiaries in connection with the Loans. The Loan Documents include the Special Security Documents. Loan Request. See Section 2.5. Loans. See Section 2.1. Majority Banks. As of any date, any Bank or collection of Banks whose aggregate Commitment Percentage is more than fifty percent (50%); provided, that, in determining said percentage at any given time, all then existing Defaulting Banks will be disregarded and excluded and the Commitment Percentages of the Banks shall be redetermined for voting purposes only, to exclude the Commitment Percentages of such Defaulting Banks. Management Agreements. Agreements, whether written or oral, providing for the management of the Mortgaged Properties or any of them. Master Agreement. The Amended and Restated Master Agreement dated as of December 27, 1995, by and among RPS Realty Trust, Ramco-Gershenson, Inc. and certain other parties as set forth therein, as amended by First Amendment to Amended and Restated Master Agreement dated as of March 19, 1996. Maturity Date. December 29, 2005, or such earlier date on which the Loans shall become due and payable pursuant to the terms hereof. 17 Mortgaged Property or Mortgaged Properties. The Eligible Real Estate owned by the Borrower or any Approved Subsidiary which is conveyed to and accepted by the Agent as security for the Obligations of the Borrower pursuant to the Security Deeds. Notwithstanding anything herein to the contrary, the property encumbered by the Security Documents executed by the Subsidiary Guarantors shall not constitute separate Mortgaged Properties for the purpose of determining the Borrowing Base. Multiemployer Plan. Any multiemployer plan within the meaning of Section 3(37) of ERISA maintained or contributed to by the Borrower, the Guarantor or any ERISA Affiliate. Net Income (or Deficit). With respect to any Person (or any asset of any Person) for any fiscal period, the net income (or deficit) of such Person (or attributable to such asset), after deduction of all expenses, taxes and other proper charges, determined in accordance with generally accepted accounting principles. Net Offering Proceeds. The gross cash proceeds received by the Borrower or the Guarantor as a result of a Debt Offering or an Equity Offering less the customary and reasonable costs, fees, expenses, underwriting commissions and discounts incurred by the Borrower or the Guarantor in connection therewith. Non-recourse Indebtedness. Indebtedness of a Person which is secured by one or more parcels of Real Estate (other than Mortgaged Property) and related personal property or interests therein and Short-term Investments and is not a general obligation of such Person, the holder of such Indebtedness having recourse solely to the parcels of Real Estate securing such Indebtedness, the Building and Leases thereon and the rents and profits thereof and the Short-term Investments securing such Indebtedness. Non-Consenting Bank. See Section 18.9. Notes. See Section 2.3. Notice. See Section 19. Obligations. All indebtedness, obligations and liabilities of the Borrower to any of the Banks and the Agent, individually or collectively, under this Agreement or any of the other Loan Documents or in respect of any of the Loans, the Letters of Credit or the Notes, or other instruments at any time evidencing any of the foregoing, whether existing on the date of this Agreement or arising or incurred hereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise. Operating Cash Flow. With respect to any Person (or any asset of any Person) for any period, an amount equal to the sum of (a) the Net Income of such Person (or attributable to such asset) for such period plus (b) depreciation and amortization, interest expense, and any extraordinary or nonrecurring losses deducted in calculating such Net Income, minus (c) any extraordinary or nonrecurring gains included in calculating such Net Income, minus (d) the Capital Expenditure Reserve Amount, all as determined in accordance with generally accepted accounting principles. 18 Operating Cash Flow Rental Adjustment. For the purposes of calculating Operating Cash Flow, (a) with respect to any parcel of Real Estate as to which the Borrower or any Subsidiary or joint venture described in Section 8.3(k) shall obtain a replacement tenant for vacant space in excess of 10,000 rentable square feet, the rent from such tenant shall from the date such tenant takes possession and begins paying rent be included for one-half of the period for which such space was vacant during the period for which Operating Cash Flow is being calculated, and (b) with respect to any parcel of Real Estate as to which the Borrower or any Subsidiary or joint venture shall obtain a lease renewal from a tenant leasing in excess of 10,000 rentable square feet that provides for a higher base rent than previously paid by such tenant, the rent from such tenant from the date such tenant begins paying rent at the higher rate shall be included for the current and all prior periods for which Operating Cash Flow is then being calculated. Outstanding. With respect to the Loans, the aggregate unpaid principal thereof as of any date of determination. With respect to Letters of Credit, the aggregate undrawn face amount of issued Letters of Credit. PBGC. The Pension Benefit Guaranty Corporation created by Section 4002 of ERISA and any successor entity or entities having similar responsibilities. Permitted Liens. Liens, security interests and other encumbrances permitted by Section 8.2. Person. Any individual, corporation, partnership, limited liability company, trust, unincorporated association, business, or other legal entity, and any government or any governmental agency or political subdivision thereof. Potential Collateral. Any property of the Borrower which is not at the time included in the Collateral and which consists of (i) Eligible Real Estate and (ii) Real Estate which is capable of becoming Eligible Real Estate through the approval of the Majority Banks and the completion and delivery of Eligible Real Estate Qualification Documents. Principal Documents. The Master Agreement, the RPS Contribution Agreements and the Ramco Agreements. Prior Credit Agreement. As defined in the recitals hereof. Ramco Agreements. As defined in the Master Agreement. Real Estate. All real property at any time owned or leased (as lessee or sublessee) by the Borrower or any of its Subsidiaries. Record. The grid attached to any Note, or the continuation of such grid, or any other similar record, including computer records, maintained by Agent with respect to any Loan referred to in such Note. Redevelopment Property. Any Real Estate which is not Under Development and (1) is undergoing a significant Capital Improvement Project and (2) is designated as a Redevelopment Property by Borrower and approved by Agent, such approval not to be unreasonably withheld. 19 Register. See Section 18.2. Regular Real Estate. All of those certain parcels of Real Estate which are not Special Real Estate. REIT Status. With respect to the Guarantor, its status as a real estate investment trust as defined in Section 856(a) of the Code. Release. See Section 6.18(c)(iii). Releasing Banks. As of any date, any Bank or collection of Banks whose aggregate Commitment Percentage is thirty-three and one-third percent (33.33%); provided that in determining said percentage at any given time, all the existing Defaulting Banks will be disregarded and excluded and the Commitment Percentages of the Banks shall be redetermined for voting purposes only to exclude the Commitment Percentages of such Defaulting Banks. Rent Roll. A report prepared by the Borrower in the form customarily used by the Borrower and approved by the Agent, such approval not to be unreasonably withheld. Reserve Percentage. For any day with respect to a LIBOR Rate Loan, the maximum rate (expressed as a decimal) at which any lender subject thereto would be required to maintain reserves (including, without limitation, all base, supplemental, marginal and other reserves) under Regulation D of the Board of Governors of the Federal Reserve System (or any successor or similar regulations relating to such reserve requirements) against "Eurocurrency Liabilities" (as that term is used in Regulation D or any successor or similar regulation), if such liabilities were outstanding. The Reserve Percentage shall be adjusted automatically on and as of the effective date of any change in the Reserve Percentage. Required Banks. As of any date, any Bank or collection of Banks whose aggregate Commitment Percentage is sixty-six and two-thirds percent (66.66%); provided that in determining said percentage at any given time, all the existing Defaulting Banks will be disregarded and excluded and the Commitment Percentages of the Banks shall be redetermined for voting purposes only to exclude the Commitment Percentages of such Defaulting Banks. RPS Contribution Agreements. As defined in the Master Agreement. SEC. The federal Securities and Exchange Commission. Security Deeds. The Mortgages, Deeds to Secure Debt and Deeds of Trust from the Borrower or any Approved Subsidiary to the Agent for the benefit of the Banks (or to trustees named therein acting on behalf of the Agent for the benefit of the Banks), as the same may be modified or amended, pursuant to which the Borrower or any Approved Subsidiary has conveyed a Mortgaged Property (including both Regular Real Estate and Special Real Estate) as security for the Obligations of the Borrower. Security Documents. The Security Deeds, the Assignments of Rents and Leases, the Indemnity Agreement, the Guaranty, the Assignment of Hedge Agreement, the Subsidiary Guaranty, any guaranty that may be executed by an Approved Subsidiary, and any further 20 collateral assignments to the Agent for the benefit of the Banks, including, without limitation, UCC-1 financing statements executed and delivered in connection therewith. Service Agreement. Service agreements with third parties, whether written or oral, relating to the operation, maintenance, security, finance or insurance of Mortgaged Property. Short-term Investments. Investments described in subsections (a) through (g), inclusive, of Section 8.3. Special Real Estate. Those certain parcels of Real Estate which are described on Schedule 1.1. In the event that after the date hereof any other Real Estate shall become Special Real Estate, the Agent may unilaterally amend Schedule 1.1 to reflect such addition. Special Security Documents. The Security Documents relating to Special Real Estate, which have been or may in the future be executed and delivered to Agent for the benefit of the Banks, and which are not to be recorded until the occurrence of the events specified in Section 5.8 (it being acknowledged that the Guaranty and the Indemnity Agreement are not Special Security Documents). State. A state of the United States of America. Subordination Agreement. That certain First Amended and Restated Subordination Agreement dated of even date herewith between Agent, for itself and the Banks, and Fleet National Bank, as agent under the Unsecured Revolving Loan Agreement, for itself and the other lenders that are or become parties thereto. Subsidiary. Any corporation, association, partnership, trust, or other business entity of which the designated parent shall at any time own directly or indirectly through a Subsidiary or Subsidiaries at least a majority (by number of votes or controlling interests) of the outstanding Voting Interests. Subsidiary Guarantors. Ramco Cox Creek LLC, a Michigan limited liability company, being a wholly-owned Subsidiary of Borrower that has taken an assignment of a tenant's interests under a certain lease affecting the Mortgaged Property commonly known as Cox Creek Plaza. Subsidiary Guaranty. The First Amended and Restated Unconditional Guaranty of Payment and Performance dated of even date herewith made by the Subsidiary Guarantors in favor of the Agent and the Banks, as the same may be modified or amended, such Guaranty to be in form and substance satisfactory to the Agent. Survey. An instrument survey of Mortgaged Property prepared by a registered land surveyor duly licensed in the State in which such Mortgaged Property is located which shall show the location of all buildings, structures, easements and utility lines on such property, shall be sufficient to remove the standard survey exception from the Title Policy, shall show that all buildings and structures are within the lot lines of the Mortgaged Property and shall not show any encroachments by others (or to the extent any encroachments are shown, such encroachments shall be acceptable to the Agent in its sole discretion), shall show rights of way, 21 adjoining sites, establish building lines and street lines, the distance to, and names of the nearest intersecting streets and such other details as the Agent may reasonably require; shall show the zoning district or districts in which the Mortgaged Property is located and shall show whether or not the Mortgaged Property is located in a flood hazard district as established by the Federal Emergency Management Agency or any successor agency or is located in any flood plain, flood hazard or wetland protection district established under federal, state or local law and shall otherwise be in form and substance reasonably satisfactory to the Agent. Surveyor Certification. With respect to each parcel of Mortgaged Property, a certificate executed by the surveyor who prepared the Survey with respect thereto, dated as of a recent date and containing such information relating to such parcel as the Agent or the Title Insurance Company may reasonably require, such certificate to be reasonably satisfactory to the Agent in form and substance. Title Insurance Company. Commonwealth Land Title Insurance Company or another title insurance company or companies approved by the Agent. Title Policy. With respect to each parcel of Mortgaged Property, an ALTA standard form title insurance policy (or, if such form is not available, an equivalent form of or legally promulgated form of mortgagee title insurance policy reasonably acceptable to the Agent) issued by a Title Insurance Company (with such reinsurance or coinsurance as the Agent may require, any such reinsurance to be with direct access endorsements to the extent available under applicable law) in such amount as the Agent may require insuring the priority of the Security Deeds and that the Borrower or an Approved Subsidiary holds marketable fee simple title to such parcel, subject only to the encumbrances permitted by the Security Deed and which shall not contain standard exceptions for mechanics liens, persons in occupancy (other than tenants as tenants only under Leases) or matters which would be shown by a survey, shall not insure over any matter except to the extent that any such affirmative insurance is acceptable to the Agent in their sole discretion and shall contain (a) a revolving credit endorsement and (b) such other endorsements and affirmative insurance as the Agent reasonably may require and is available in the State in which the Real Estate is located, including but not limited to (i) a comprehensive endorsement, (ii) a variable rate of interest endorsement, (iii) a usury endorsement, (iv) a doing business endorsement, (v) in States where available, an ALTA form 3.1 zoning endorsement, (vi) a "tie-in" endorsement and (vii) a "first loss" endorsement; provided, however, that with respect to Special Real Estate, the "Title Policy" shall be an owner's policy of title insurance, in a form satisfactory to the Agent, containing only exceptions satisfactory to the Agent, supplemented by a current "date down" or "nothing further" certificate (or if such endorsement or certificate is not available a current mortgagee's title commitment in favor of the Agent) provided by an issuer satisfactory to the Agent, evidencing the state of title to the Special Real Estate, as of a date not earlier than thirty (30) days prior to delivery thereof to the Agent or such later date as may be required by any other provision hereof (it being acknowledged that a Title Policy relating to Special Real Estate shall not be considered in full force and effect if such a current satisfactory supplement has not been delivered within a period of one year). Total Commitment. The sum of the Commitments of the Banks, as in effect from time to time. As of the date of this Agreement, the Total Commitment is One Hundred Twenty-Five 22 Million and No/100 Dollars ($125,000,000.00). The Total Commitment may increase in accordance with Section 2.9. Type. As to any Loan, its nature as a Base Rate Loan or a LIBOR Rate Loan. Under Development. Any Real Estate shall be considered under development until such time as (i) certificates of occupancy permitting occupancy have been obtained for all tenants open for business and in any event for not less than seventy percent (70%) of the gross leasable area of such development (excluding outlots) or the Borrower has delivered to the Agent other evidence satisfactory to the Agent indicating that such occupancy of such development is lawful, and (ii) the gross income from the operation of such Real Estate on an accrual basis shall have equaled or exceeded operating costs on an accrual basis for three (3) months. Unsecured Revolving Loan Agreement. That certain Second Amended and Restated Unsecured Revolving Loan Agreement among the Borrower, the Guarantor, Fleet, the other lending institutions that are or become parties thereto, Fleet in its capacity as agent for itself and the other lending institutions that are or become parties thereto, and the other parties thereto, dated of even date as this Agreement, as the same may be amended, modified, renewed, consolidated or restated. Unsecured Revolving Loans. All loans and other indebtedness or liabilities arising under the Unsecured Revolving Loan Agreement and all other loan documents related thereto. Voting Interests. Stock or similar ownership interests, of any class or classes (however designated), the holders of which are at the time entitled, as such holders, (a) to vote for the election of a majority of the directors (or persons performing similar functions) of the corporation, association, partnership, trust or other business entity involved, or (b) to control, manage, or conduct the business of the corporation, partnership, association, trust or other business entity involved. SECTION 1.2 RULES OF INTERPRETATION. (a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms of this Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification to such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by generally accepted accounting principles applied on a consistent basis by the accounting entity to which they refer. 23 (f) The words "include", "includes" and "including" are not limiting. (g) The words "approval" and "approved", as the context so determines, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by generally accepted accounting principles, which terms are defined in the Uniform Commercial Code as in effect in the State of Michigan, have the meanings assigned to them therein. (i) Reference to a particular " Section ", refers to that section of this Agreement unless otherwise indicated. (j) The words "herein", "hereof", "hereunder" and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this Agreement. SECTION 2. THE REVOLVING CREDIT FACILITY. SECTION 2.1 COMMITMENT TO LEND. Subject to the terms and conditions set forth in this Agreement, each of the Banks severally agrees to lend to the Borrower (the "Loans"), and the Borrower may borrow (and repay and reborrow) from time to time between the Closing Date and the Maturity Date upon notice by the Borrower to the Agent given in accordance with Section 2.5, such sums as are requested by the Borrower for the purposes set forth in Section 7.11 up to a maximum aggregate principal amount Outstanding (after giving effect to all amounts requested and the amount of Letters of Credit Outstanding) at any one time equal to the lesser of (a) such Bank's Commitment minus an amount equal to such Bank's participations in the aggregate Letters of Credit Outstanding and (b) an amount equal to the Borrowing Base multiplied by such Bank's Commitment Percentage minus an amount equal to such Bank's participations in the aggregate Letters of Credit Outstanding; provided, that, in all events no Default or Event of Default shall have occurred and be continuing; and provided, further that the Outstanding Loans (after giving effect to all amounts requested) and the Letters of Credit Outstanding shall not at anytime exceed the Total Commitment. The Loans shall be made pro rata in accordance with each Bank's Commitment Percentage. Each request for a Loan hereunder shall constitute a representation and warranty by the Borrower that all of the conditions set forth in Section 10 and Section 11, in the case of the initial Loan, and Section 11, in the case of all other Loans, have been satisfied on the date of such request. SECTION 2.2 UNUSED FACILITY FEE. The Borrower agrees to pay to the Agent for the account of the Banks in accordance with their respective Commitment Percentages a facility fee calculated at the rate per annum as set forth below on the average daily amount by which the Total Commitment exceeds the Outstanding Loans during each calendar quarter or portion thereof commencing on the date hereof and ending on the Maturity Date. The facility fee shall be calculated based on the ratio (expressed as a percentage) of (a) the average daily amount of the Outstanding Loans during such quarter to (b) the Total Commitment as follows: 24

The facility fee shall be payable quarterly in arrears on the fifth day of each calendar quarter for the immediately preceding calendar quarter or portion thereof, or on any earlier date on which the Commitments shall be reduced or terminated as provided in Section 2.8, with a final payment on the Maturity Date. SECTION 2.3 NOTES. The Loans shall be evidenced by separate promissory notes of the Borrower in substantially the form of Exhibit A hereto (collectively, the "Notes"), dated of even date as this Agreement and completed with appropriate insertions. One Note shall be payable to the order of each Bank in the principal amount equal to such Bank's Commitment or, if less, the outstanding amount of all Loans made by such Bank, plus interest accrued thereon as set forth below. The Borrower irrevocably authorizes Agent to make or cause to be made, at or about the time of the Drawdown Date of any Loan or at the time of receipt of any payment of principal thereof, an appropriate notation on Agent's Record reflecting the making of such Loan or (as the case may be) the receipt of such payment. The outstanding amount of the Loans set forth on Agent's Record shall be prima facie evidence of the principal amount thereof owing and unpaid to each Bank, but the failure to record, or any error in so recording, any such amount on Agent's Record shall not limit or otherwise affect the obligations of the Borrower hereunder or under any Note to make payments of principal of or interest on any Note when due. By delivery of the Notes, there shall not be deemed to have occurred, and there has not otherwise occurred, any payment, satisfaction or novation of the indebtedness evidenced by the "Notes" (as defined in the Prior Credit Agreement), which indebtedness is instead allocated among the Banks as of the date hereof and evidenced by the Notes in accordance with their respective Commitment Percentages. SECTION 2.4 INTEREST ON LOANS. (a) Each Base Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof and ending on the date on which such Base Rate Loan is repaid or is converted to a LIBOR Rate Loan at the per annum rate equal to the sum of the Applicable Margin plus the Base Rate. (b) Each LIBOR Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof and ending on the last day of the Interest Period with respect thereto at the rate per annum equal to the sum of the Applicable Margin plus the LIBOR Rate determined for such Interest Period. (c) The Borrower promises to pay interest on each Loan to it in arrears on each Interest Payment Date with respect thereto, or on any earlier date on which the Commitments shall terminate as provided in Section 2.8. In the event that any additional interest becomes due and payable for any period with respect to a Loan as a result of the Applicable Margin being determined based on the ratio of Consolidated Total Liabilities to Consolidated Total Adjusted Asset Value or any change in such ratio, and the interest for such period has 25 previously been paid by the Borrower, the Borrower shall pay to the Agent for the account of the Banks the amount of such increase within ten (10) days of demand. (d) Base Rate Loans and LIBOR Rate Loans may be converted to Loans of the other Type as provided in Section 4.1. SECTION 2.5 REQUESTS FOR LOANS. The Borrower (i) shall notify the Agent of a potential request for a Loan as soon as possible prior to the Borrower's proposed Drawdown Date, and (ii) shall give to the Agent written notice in the form of Exhibit B hereto (or telephonic notice confirmed in writing in the form of Exhibit B hereto) of each Loan requested hereunder (a "Loan Request") no less than three (3) Business Days prior to the proposed Drawdown Date. Each such notice shall specify with respect to the requested Loan the proposed principal amount, Drawdown Date, Interest Period (if applicable) and Type. Each such notice shall also contain (i) a statement as to the purpose for which such advance shall be or has been used (which purpose shall be in accordance with the terms of Section 7.11), and (ii) a certification by the chief financial or chief accounting officer of the general partner of the Borrower and the chief financial or chief accounting officer of the Guarantor that the Borrower and Guarantor are and will be in compliance with all covenants under the Loan Documents after giving effect to the making of such Loan. Notwithstanding anything in this Section 2.5 to the contrary, the Borrower shall be permitted to use the proceeds of a Loan to reimburse the Borrower for amounts paid from its own funds to acquire Real Estate, to develop undeveloped Real Estate (subject to the restrictions set forth in Section 8.9) or for Capital Improvement Projects with respect thereto. Promptly upon receipt of any such notice, the Agent shall notify each of the Banks thereof. Except as provided in this Section 2.5, each such Loan Request shall be irrevocable and binding on the Borrower and shall obligate the Borrower to accept the Loan requested from the Banks on the proposed Drawdown Date, provided that, in addition to the Borrower's other remedies against any Bank which fails to advance its proportionate share of a requested Loan, such Loan Request may be revoked by the Borrower by notice received by the Agent no later than the Drawdown Date if any Bank fails to advance its proportionate share of the requested Loan in accordance with the terms of this Agreement, provided further, that the Borrower shall be liable in accordance with the terms of this Agreement to any Bank which is prepared to advance its proportionate share of the requested Loan for any costs, expenses or damages actually incurred by such Bank as a result of the Borrower's election to revoke such Loan Request. Nothing herein shall prevent the Borrower from seeking recourse against any Bank that fails to advance its proportionate share of a requested Loan as required by this Agreement. The Borrower may without cost or penalty revoke a Loan Request by delivering notice thereof to each of the Banks no later than three (3) Business Days prior to the Drawdown Date. Each Loan Request shall be (a) for a Base Rate Loan in the minimum aggregate amount of $500,000 or an integral multiple of $100,000 in excess thereof, or (b) for a LIBOR Rate Loan in a minimum aggregate amount of $500,000.00 or an integral multiple of $100,000 in excess thereof; provided, however, that there shall be no more than ten (10) LIBOR Rate Loans outstanding at any one time. SECTION 2.6 FUNDS FOR LOANS. (a) Not later than 11:00 a.m. (Boston time) on the proposed Drawdown Date of any Loans, each of the Banks will make available to the Agent, at the Agent's Head Office, in immediately available funds, the amount of such Bank's Commitment Percentage of the amount 26 of the requested Loans which may be disbursed pursuant to Section 2.1. Upon receipt from each Bank of such amount, and upon receipt of the documents required by Section 10 and Section 11 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Loans made available to the Agent by the Banks by crediting such amount to the account of the Borrower maintained at the Agent's Head Office. The failure or refusal of any Bank to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Bank from its several obligation hereunder to make available to the Agent the amount of such other Bank's Commitment Percentage of any requested Loans, including any additional Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Bank so failing or refusing, provided that the Borrower may by notice received by the Agent no later than the Drawdown Date refuse to accept any Loan which is not fully funded in accordance with the Borrower's Loan Request subject to the terms of Section 2.5. In the event of any such failure or refusal, the Banks not so failing or refusing shall be entitled to a priority secured position as against the Bank or Banks so failing or refusing for such Loans as provided in Section 12.6. (b) Unless the Agent shall have been notified by any Bank prior to the applicable Drawdown Date that such Bank will not make available to the Agent such Bank's pro rata share of a proposed Loan, the Agent may in its discretion assume that such Bank has made such share of the proposed Loan available to Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to Borrower, and such Bank shall be liable to the Agent for the amount of such advance. If such Bank does not pay such corresponding amount upon the Agent's demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Bank or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Bank at the Federal Funds Effective Rate. SECTION 2.7 LETTERS OF CREDIT. (a) Subject to the terms and conditions hereof and provided that all of the conditions contained in Sections 10 and 11 have been satisfied, the Agent agrees to issue Letters of Credit for the account of the Borrower, from the date of this Agreement to, but not including, the Maturity Date at such times as the Borrower may request; provided, however, that the aggregate amount of Letters of Credit (including such requested Letter of Credit) at any one time Outstanding shall not exceed the lesser of (i) the lesser of (A) the Total Commitment or (B) the amount of the Borrowing Base, in each case, minus the aggregate amount of Outstanding Loans (including any amounts drawn under any Letters of Credit and not yet reimbursed by the Borrower), or (ii) $10,000,000.00. The issuance of a Letter of Credit pursuant to this Section 2.7(a) shall be deemed to reduce the aggregate of the unborrowed Commitments of the Banks then in effect by an amount equal to the undrawn face amount of such Letter of Credit as set forth herein. In no event shall any amount drawn under a Letter of Credit be available for reinstatement or a subsequent drawing under a Letter of Credit. Each Bank severally agrees to 27 participate in each such Letter of Credit issued by the Agent in an amount equal to its Commitment Percentage of the total amount of the Letter of Credit requested by the Borrower; provided, however, that no Bank shall be required to participate in any Letter of Credit to the extent that its participation therein plus (x) such Bank's participation in the aggregate of all other Letters of Credit Outstanding, and (y) such Bank's Commitment Percentage of the amount of any Loans Outstanding (including any amounts drawn under any Letters of Credit and not yet reimbursed by the Borrower), would exceed an amount equal to such Bank's Commitment as then in effect. Each Bank agrees with the Agent that it will participate in each Letter of Credit issued by the Agent to the extent required by the preceding sentence. No Bank's obligation to participate in a Letter of Credit shall be affected by any other Bank's failure to participate in the same or any other Letter of Credit. (b) The Borrower shall deliver to the Agent at least five (5) Business Days (or such shorter period as may be agreed to by the Agent in any particular instance) prior to the proposed issuance date or amendment date of any Letter of Credit, a Letter of Credit Application signed by the chief executive, chief financial or chief accounting officer of the general partner of the Borrower in the form of Exhibit D hereto (a "Letter of Credit Application") together with a certification by the chief financial or chief accounting officer of the general partner of the Borrower and the chief financial or chief accounting officer of Guarantor that the Borrower and Guarantor are and will be in compliance with all covenants under the Loan Documents after giving effect to the issuance of such Letter of Credit. Subject to the terms and conditions set forth in Section 2.7(a) and, unless the Agent is aware that the conditions precedent to such issuance of a Letter of Credit set forth in Section 11 have not been satisfied, the Agent will make the requested Letter of Credit available at the Agent's principal office not later than 4:00 p.m. (Boston time) on the issuance date, and, immediately upon the issuance of each Letter of Credit, each Bank shall be deemed to participate in such Letter of Credit to the extent set forth in Section 2.7(a). Not more than two (2) Business Days after the issuance of any Letter of Credit, the Agent shall notify each Bank of the amount and other contents of such Letter of Credit and of the date of issuance. The Agent shall notify each Bank at least monthly, or at the request of such Bank, of the amount of all outstanding Letters of Credit. (c) The chief executive, chief financial or chief accounting officer of the general partner of the Borrower may request a Letter of Credit on behalf of the Borrower. The Agent shall be entitled to rely conclusively on such authorized officer's authority to request a Letter of Credit on behalf of the Borrower until the Agent receives written notice to the contrary. The Agent shall have no duty to verify the authenticity of the signature appearing on any Letter of Credit Application. (d) Each Letter of Credit Application shall be irrevocable and the Borrower shall be bound to accept the issuance of a Letter of Credit in accordance therewith. (e) All Letters of Credit shall be stated to expire no more than twelve (12) months from the date of issuance. (f) In the event that any amount is drawn under a Letter of Credit by the beneficiary thereof, the Borrower shall reimburse the Agent by having such amount drawn treated as an outstanding Base Rate Loan under this Agreement and the Agent shall promptly 28 notify each Bank by telex, telecopy, telegram, telephone (confirmed in writing) or other similar means of transmission, and each Bank shall promptly and unconditionally pay to the Agent, for the Agent's own account, an amount equal to such Bank's Commitment Percentage of such Letter of Credit (to the extent of the amount drawn). If and to the extent any Bank shall not make such amount available on the Business Day on which such draw occurs, such Bank agrees to pay such amount to the Agent forthwith on demand, together with interest thereon, for each day from the date on which such draw occurred until the date on which such amount is paid to the Agent, at the Federal Funds Effective Rate until three (3) days after the date on which the Agent gives notice of such draw and at the Federal Funds Effective Rate plus 1% for each day thereafter. Further, such Bank shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its participations in Letters of Credit and any other amounts due to it hereunder to the Agent to fund the amount of any drawn Letter of Credit which such Bank was required to fund pursuant to this Section 2.7(f) until such amount has been funded (as a result of such assignment or otherwise). In the event of any such failure or refusal, the Banks not so failing or refusing shall be entitled to a priority secured position for such amounts as provided in Section 12.6. The failure of any Bank to make funds available to the Agent in such amount shall not relieve any other Bank of its obligation hereunder to make funds available to the Agent pursuant to this Section 2.7(f). (g) The obligation of the Borrower to reimburse the Agent, and of the Banks to make payments to the Agent with respect to Letters of Credit, shall be irrevocable and shall not be subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including, without limitation, any of the following circumstances: (i) Any lack of validity or enforceability of this Agreement, any Letter of Credit or any of the other Loan Documents; (ii) The existence of any claim, setoff, defense or other right which the Borrower may have at any time against a beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Agent, any Bank or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the Borrower or any Subsidiary of the Borrower and the beneficiary named in any Letter of Credit); (iii) Any draft, certificate or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect in the absence of gross negligence or willful misconduct on the part of the Agent; (iv) The surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; (v) Payment by the Agent under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not 29 comply with the terms of such Letter of Credit, provided that such payment does not constitute gross negligence or willful misconduct of the Agent; (vi) Any other circumstance or happening whatsoever which is similar to any of the foregoing; or (vii) The occurrence of any Event of Default or Default. (h) Whenever the Agent receives a reimbursement payment from the Borrower on account of an amount drawn under a Letter of Credit, as to which the Agent has received for its own account any payment from the Banks pursuant to this Section 2.7, then the Agent shall promptly pay to each Bank which has funded its participation in such Letter of Credit in accordance with this Section 2.7, in Dollars and in the kind of funds so received, such Bank's share of such reimbursement payment based on its Commitment Percentage of such Letter of Credit. (i) The Borrower shall pay to the Agent for the account of the Banks (based on their respective Commitment Percentage of Letters of Credit), a fee equal to the Applicable Margin (expressed as a per annum rate) for LIBOR Rate Loans then in effect on the face amount of the Letter of Credit calculated quarterly and payable on the first (1st) day of each January, April, July and October during the term of such Letter of Credit, with a final payment on the expiry of termination thereof. The fee for any Letter of Credit with a term of less than one year (or part of a year) shall be calculated on a pro-rata basis. In addition, the Borrower shall pay the standard service charges for Letters of Credit issued from time to time by the Agent including an issuance fee of $150.00 for each Letter of Credit. Such additional fees shall be paid to the Agent for its own account. All such fees shall be payable when due in immediately available funds and shall be nonrefundable. (j) In addition to amounts payable as elsewhere provided in this Section 2.7, the Borrower hereby agrees to pay, and to protect, indemnify and save harmless the Agent and the Banks from and against, any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees and allocated costs of internal counsel) which the Agent and the Banks may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of or participations in the Letters of Credit, other than as a result of the gross negligence or willful misconduct of the Agent or any Bank as determined by a court of competent jurisdiction, or (ii) the failure of the Agent to honor a drawing under any Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future government or governmental authority (all such acts or omissions herein called "Government Acts"). The obligations of the Borrower under this Section 2.7 shall survive the termination of this Agreement and the discharge of the Borrower's other obligations hereunder, including the Obligations. (k) As between (i) the Borrower and (ii) the Agent and the Banks, the Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit issued by the Agent by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, neither the Agent nor any Bank shall be responsible: (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of such Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or 30 forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the right or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of any Letter of Credit to comply fully with conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) for errors in interpretation of technical terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of any Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Agent or any Bank, including, without limitation, any Government Acts; provided, however, that the Agent will be responsible for grossly negligent actions or willful misconduct on its part. None of the above shall affect, impair, or prevent the vesting of any of the Agent's or any Bank's rights or powers hereunder. (l) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by the Agent under or in connection with the Letters of Credit issued by it or the related certificates, if taken or omitted in good faith shall not put the Agent or any Bank under any resulting liability to the Borrower other than as a result of gross negligence or willful misconduct by the Agent as determined by a court of competent jurisdiction. (m) If after the issuance of a Letter of Credit, but prior to the funding of any portion thereof by a Bank, one of the events described in Section 12.1(g), (h) or (i) shall have occurred, each Bank will, on the date such Loan pursuant to Section 2.7(f) was to have been made, purchase an undivided participating interest in the Letter of Credit in an amount equal to its Commitment Percentage of the amount of such Letter of Credit. Each Bank will immediately transfer to the Agent in immediately available funds the amount of its participation and upon receipt thereof the Agent will deliver to such Bank a Letter of Credit participation certificate dated the date of receipt of such funds and in such amount. (n) If any Letter of Credit shall be outstanding at the Maturity Date, the Borrower shall immediately cash collateralize such Letters of Credit or obtain replacement letters of credit for such Letter of Credit (and return to Agent such outstanding Letters of Credit), all in a manner satisfactory to the Agent. SECTION 2.8 OPTIONAL REDUCTION OF COMMITMENTS. The Borrower shall have the right at any time and from time to time upon three Business Days' prior written notice to the Agent to reduce by $5,000,000.00 or an integral multiple of $1,000,000.00 in excess thereof (provided that in no event shall the aggregate Commitments be reduced to an amount less than $75,000,000.00) or to terminate entirely the unborrowed portion of the Commitments, whereupon the Commitments of the Banks shall be reduced pro rata in accordance with their respective Commitment Percentages of the amount specified in such notice or, as the case may be, terminated, any such reduction to be without penalty. Promptly after receiving any notice of the Borrower delivered pursuant to this Section 2.8, the Agent will notify the Banks of the substance thereof. Upon the effective date of any such termination in full, the Borrower shall pay to the Agent for the respective accounts of 31 the Banks the full amount of any facility fee under Section 2.2 then accrued. No reduction or termination of the Commitments may be reinstated. Any reduction of the Commitments pursuant to this Agreement shall be allocated pro rata among the Banks in accordance with their Commitment Percentages. SECTION 2.9 INCREASE OF COMMITMENT. (a) Provided that no Default or Event of Default shall have occurred and be continuing, the Borrower shall have the option, by giving written notice to the Agent on or before June 30, 2004 (the "Increase Notice"), subject to the terms and conditions set forth in this Agreement, to increase the Total Commitment by an amount up to $25,000,000 (the amount of the requested increase to be set forth in the Increase Notice) (which, assuming no previous reduction in the Commitments, would result in a maximum Total Commitment of $150,000,000). The execution and delivery of the Increase Notice by Borrower shall constitute a representation and warranty by the Borrower that all the conditions set forth in this Section 2.9 shall have been satisfied on the date of such Increase Notice. (b) The obligation of the Agent and the Banks to increase the Total Commitment pursuant to this Section 2.9 shall be conditioned upon satisfaction of the following conditions precedent which must be satisfied prior to the effectiveness of any increase of the Total Commitment. (i) Payment of Activation Fee. The Borrower shall pay to the Agent such fees as Agent and the Banks may require to increase the aggregate Commitment, which fees shall, when paid, be fully earned and non-refundable under any circumstances. The Agent shall pay to the Banks acquiring the increased Commitment certain fees pursuant to their separate agreement; and (ii) No Default. On the date such Increase Notice is given and on the date such increase becomes effective, both immediately before and after the Commitment is increased, there shall exist no Default or Event of Default; and (iii) Representations and Warranties. The representations and warranties made by the Borrower, Guarantor, or the Subsidiary Guarantors in the Loan Documents or otherwise made by or on behalf of the Borrower, Guarantor, or the Subsidiary Guarantors or any of their respective Subsidiaries in connection therewith or after the date thereof shall have been true and correct in all material respects, when made and shall also be true and correct in all material respects on the date of such Increase Notice and on the date the Total Commitment is increased, both immediately before and after the Total Commitment is increased; and (iv) Additional Documents and Fees. The Borrower shall also execute and deliver to Agent and the Banks such additional documents, instruments, certifications and opinions as the Agent may require in its sole and absolute discretion, including, without limitation, a Compliance Certificate, demonstrating compliance with all covenants, representations and warranties set forth in the Loan Documents after giving effect to the increase, and any Special Security Documents or amendments to Security Documents, as Agent may request, and the Borrower shall upon demand pay the cost of any mortgagee's title 32 insurance policy or any endorsement or update thereto or any updated UCC searches, all recording costs and fees, and any and all intangible taxes or other documentary or mortgage taxes, assessments or charges or any similar fees, taxes or expenses which are demanded in connection with such increase; and (v) Assignments. One or more Banks or potential assignees shall have agreed to acquire the portion of the Commitment that Borrower desires to activate, provided, however, no Bank (including, specifically, but without limitation, Fleet) shall be obligated to acquire such increase without the express written consent of such Bank, which consent may be withheld in such Bank's sole and absolute discretion; and (vi) Other. The Borrower shall satisfy such other conditions to such increase as Agent may require in its reasonable discretion. (c) Upon satisfaction of the terms and conditions set forth above, the amount set forth in the Increase Notice shall become a part of the Commitment and Total Commitment and be available to be disbursed subject to the terms of this Agreement, and, subject to the payment of any breakage costs pursuant to Section 4.8, the Banks shall make such adjustments to the outstanding Loans of such Banks, so that, after giving effect to such increase, the outstanding Loans are consistent with their pro-rata share. SECTION 3. REPAYMENT OF THE LOANS. SECTION 3.1 STATED MATURITY. The Borrower promises to pay on the Maturity Date and there shall become absolutely due and payable on the Maturity Date all of the Loans outstanding on such date, together with any and all accrued and unpaid interest thereon. SECTION 3.2 MANDATORY PREPAYMENTS. If at any time the aggregate of the Outstanding Loans and Letters of Credit Outstanding exceeds (a) the Total Commitment, or (b) the Borrowing Base, then the Borrower shall pay the amount of such excess to the Agent for the respective accounts of the Banks for application to the Loans within the time period provided for in Section 12.3, subject to the Borrower's right to provide additional Collateral pursuant to Section 12.2. SECTION 3.3 OPTIONAL PREPAYMENTS. The Borrower shall have the right, at its election, to prepay the outstanding amount of the applicable Loans, as a whole or in part, at any time without penalty or premium; provided, that the full or partial prepayment of the outstanding amount of any LIBOR Rate Loans pursuant to this Section 3.3 may be made only on the last day of the Interest Period relating thereto except as otherwise required pursuant to Section 4.7. The Borrower shall give the Agent, no later than 10:00 a.m., Boston time, at least five (5) Business Days' prior written notice of any prepayment pursuant to this Section 3.3, in each case specifying the proposed date of payment of Loans and the principal amount to be paid. SECTION 3.4 PARTIAL PREPAYMENTS. Each partial prepayment of the Loans under Section 3.2 and Section 3.3 shall be an integral multiple of $100,000, shall be accompanied by the payment of accrued interest on the principal prepaid to the date of payment and, after payment of such interest, shall be applied, in the absence of instruction by the Borrower, first to the principal of Base Rate Loans and then to the principal of LIBOR Rate Loans. 33 SECTION 3.5 EFFECT OF PREPAYMENTS. Amounts of the Loans prepaid under Section 3.2, Section 3.3 and Section 3.6 or out of any casualty or condemnation proceeds prior to the Maturity Date may be reborrowed as provided in Section 2. SECTION 3.6 PROCEEDS FROM DEBT OR EQUITY OFFERING. At the option of the Majority Banks, the Borrower shall cause any Net Offering Proceeds to be paid by the Borrower or the Guarantor to the Agent for the account of the Banks as a prepayment of the Loans to the Borrower or which are guaranteed by the Guarantor within ten (10) days of the date of such offering to the extent of the outstanding balance of such Loans; provided that so long as no Default or Event of Default has occurred and is continuing or would occur as a result of such payment, the Net Offering Proceeds of any Equity Offering may be used to prepay the Unsecured Revolving Loans. SECTION 4. CERTAIN GENERAL PROVISIONS. SECTION 4.1 CONVERSION OPTIONS. (a) The Borrower may elect from time to time to convert any of its outstanding Loans to a Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least three (3) Business Days' prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan the Borrower shall give the Agent at least four (4) LIBOR Business Days' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan there shall be no more than ten (10) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $1,000,000 or a LIBOR Rate Loan in an aggregate principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. (b) Any Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of Section 4.1(a); provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. 34 (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan to it, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period. SECTION 4.2 COMMITMENT AND SYNDICATION FEE. The Borrower shall pay to Fleet, the other Banks and Arranger certain fees for services rendered or to be rendered in connection with the Loan as provided pursuant to the Agreement Regarding Fees dated of even date herewith between the Borrower and Fleet. SECTION 4.3 AGENT'S FEE. The Borrower will pay to the Agent, for the Agent's own account, an annual Agent's fee calculated at the rate, and payable at such times as are, set forth in the Agreement Regarding Fees referred to in Section 4.2. SECTION 4.4 FUNDS FOR PAYMENTS. (a) All payments of principal, interest, unused facility fees, Agent's fees, Letter of Credit fees, closing fees and any other amounts due hereunder or under any of the other Loan Documents shall be made to the Agent, for the respective accounts of the Banks and the Agent, as the case may be, at the Agent's Head Office, not later than 1:00 p.m. (Boston time) on the day when due, in each case in lawful money of the United States in immediately available funds. The Agent is hereby authorized to charge the accounts of the Borrower with Fleet designated by the Borrower, on the dates when the amount thereof shall become due and payable, with the amounts of the principal of and interest on the Loans and all fees, charges, expenses and other amounts owing to the Agent and/or the Banks under the Loan Documents. (b) All payments by the Borrower hereunder and under any of the other Loan Documents shall be made without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Borrower is compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Borrower with respect to any amount payable by them hereunder or under any of the other Loan Documents, the Borrower will pay to the Agent, for the account of the Banks or (as the case may be) the Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Banks or the Agent to receive the same net amount which the Banks or the Agent would have received on such due date had no such obligation been imposed upon the Borrower. The Borrower will deliver promptly to the Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Borrower hereunder or under such other Loan Document. SECTION 4.5 COMPUTATIONS. All computations of interest on the Loans and of other fees to the extent applicable shall be based on a 360-day year and paid for the actual number of days elapsed. Except as otherwise provided in the definition of the term "Interest Period" with respect to LIBOR Rate Loans, whenever a payment hereunder or under any of the other Loan Documents becomes due on a day that is not a Business Day, the due date for such payment shall be extended to the next succeeding Business Day, and interest shall accrue during such 35 extension. The outstanding amount of the Loans as reflected on the records of the Agent from time to time shall be considered prima facie evidence of such amount. SECTION 4.6 INABILITY TO DETERMINE LIBOR RATE. In the event that, prior to the commencement of any Interest Period relating to any LIBOR Rate Loan, the Agent shall reasonably determine that adequate and reasonable methods do not exist for ascertaining the LIBOR Rate for such Interest Period, the Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Banks) to the Borrower and the Banks. In such event (a) any Loan Request with respect to LIBOR Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loans and (b) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period thereof, become a Base Rate Loan, and the obligations of the Banks to make LIBOR Rate Loans shall be suspended until the Agent determines that the circumstances giving rise to such suspension no longer exist, whereupon the Agent shall so notify the Borrower and the Banks. SECTION 4.7 ILLEGALITY. Notwithstanding any other provisions herein, if any present or future law, regulation, treaty or directive or the interpretation or application thereof shall make it unlawful, or any central bank or other governmental authority having jurisdiction over a Bank or its LIBOR Lending Office shall assert that it is unlawful, for any Bank to make or maintain LIBOR Rate Loans, such Bank shall forthwith give notice of such circumstances to the Agent and the Borrower and thereupon (a) the commitment of the Banks to make LIBOR Rate Loans or convert Loans of another type to LIBOR Rate Loans shall forthwith be suspended and (b) the LIBOR Rate Loans then outstanding shall be converted automatically to Base Rate Loans on the last day of each Interest Period applicable to such LIBOR Rate Loans or within such earlier period as may be required by law. SECTION 4.8 ADDITIONAL INTEREST. If any LIBOR Rate Loan or any portion thereof is repaid, reapportioned as a result of an increase in the Total Commitment as contemplated in Section 2.9(c) or converted to a Base Rate Loan for any reason on a date which is prior to the last day of the Interest Period applicable to such LIBOR Rate Loan, or if repayment of the Loans has been accelerated as provided in Section 12.1, the Borrower will pay to the Agent upon demand (and, if any payment is required as a result of an increase in the Total Commitment, prior to the effectiveness of any such increase) for the account of the Banks in accordance with their respective Commitment Percentages, in addition to any amounts of interest otherwise payable hereunder, any amounts required to compensate the Banks for any losses, costs or expenses which may reasonably be incurred as a result of such payment, reapportionment or conversion, including, without limitation, an amount equal to daily interest for the unexpired portion of such Interest Period on the LIBOR Rate Loan or portion thereof so repaid, reapportioned or converted at a per annum rate equal to the excess, if any, of (a) the interest rate calculated on the basis of the LIBOR Rate applicable to such LIBOR Rate Loan minus (b) the yield obtainable by the Agent upon the purchase of debt securities customarily issued by the Treasury of the United States of America which have a maturity date most closely approximating the last day of such Interest Period (it being understood that the purchase of such securities shall not be required in order for such amounts to be payable and that a Bank shall not be obligated or required to have actually obtained funds at the LIBOR Rate or to have actually reinvested such amounts as described above). Such amount shall be reduced to present value by using the rate on the United States 36 Treasury securities described in the foregoing sentence and the number of days remaining in the unexpired portion of the Interest Period in question. SECTION 4.9 ADDITIONAL COSTS, ETC. Notwithstanding anything herein to the contrary, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and legally binding interpretations thereof by any competent court or by any governmental or other regulatory body or official with appropriate jurisdiction charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Bank's Commitment, the Loans or the Letters of Credit (other than taxes based upon or measured by the income or profits of such Bank or the Agent), or (b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank under this Agreement or the other Loan Documents, or (c) impose or increase or render applicable any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Bank, or (d) impose on any Bank or the Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, the Letters of Credit, such Bank's Commitment, or any class of loans or commitments of which any of the Loans or such Bank's Commitment forms a part; and the result of any of the foregoing is (i) to increase the cost to any Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit or such Bank's Commitment, or (ii) to reduce the amount of principal, interest or other amount payable to such Bank or the Agent hereunder on account of such Bank's Commitment or any of the Loans or the Letters of Credit, or (iii) to require such Bank or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will within fifteen (15) days after demand made by such Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Agent such additional amounts as such 37 Bank or the Agent shall determine in good faith to be sufficient to compensate such Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Bank and the Agent in determining such amounts may use any reasonable averaging and attribution methods, generally applied by such Bank or the Agent. SECTION 4.10 CAPITAL ADEQUACY. If after the date hereof any Bank determines that (a) the adoption of or change in any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by any governmental authority charged with the administration thereof, or (b) compliance by such Bank or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Bank's or such holding company's capital as a consequence of such Bank's commitment to make Loans or participate in Letters of Credit hereunder to a level below that which such Bank or holding company could have achieved but for such adoption, change or compliance (taking into consideration such Bank's or such holding company's then existing policies with respect to capital adequacy and assuming the full utilization of such entity's capital) by any amount deemed by such Bank to be material, then such Bank may notify the Borrower thereof. The Borrower agrees to pay to such Bank the amount of such reduction in the return on capital as and when such reduction is determined, upon presentation by such Bank of a statement of the amount and setting forth such Bank's calculation thereof. In determining such amount, such Bank may use any reasonable averaging and attribution methods. SECTION 4.11 INDEMNITY OF BORROWER. The Borrower agrees to indemnify each Bank and to hold each Bank harmless from and against any loss, cost or expense that such Bank may sustain or incur as a consequence of (a) default by the Borrower in payment of the principal amount of or any interest on any LIBOR Rate Loans as and when due and payable, including any such loss or expense arising from interest or fees payable by such Bank to lenders of funds obtained by it in order to maintain its LIBOR Rate Loans, or (b) default by the Borrower in making a borrowing or conversion after the Borrower has given (or is deemed to have given) a Loan Request or a Conversion Request. SECTION 4.12 INTEREST ON OVERDUE AMOUNTS; LATE CHARGE. Overdue principal on the Loans and all other overdue amounts payable hereunder or under any of the other Loan Documents (other than interest on the Loans) shall, following the expiration of any applicable cure period expressly provided for in this Agreement, bear interest payable on demand at a rate per annum equal to two percent (2.0%) above the rate that would otherwise be applicable at such time until such amount shall be paid in full (after as well as before judgment). Overdue interest on the Loans shall, following the expiration of any applicable cure period expressly provided for in this Agreement, bear interest payable on demand at a rate equal to the lesser of (i) a per annum rate equal to two percent (2.0%) above the rate that would otherwise be applicable at such time or (ii) the maximum annual rate of interest permitted by applicable law until such amount shall be paid in full (after as well as before judgment). In addition, the Borrower shall pay a late charge equal to four percent (4.0%) of any amount of interest and/or principal payable on the Loans or any other amounts payable hereunder or under the Loan Documents, which is not paid by the Borrower within fifteen (15) days after the same shall become due and payable. 38 SECTION 4.13 HLT CLASSIFICATION. The Banks acknowledge that as of the date hereof neither the Commitments nor the Loans are classified as "highly leveraged transactions". Notwithstanding the foregoing, if after the date hereof, the Agent determines, or is advised by any Bank that such Bank has determined or has received notice from any governmental authority, central bank or comparable agency having jurisdiction over such Bank, that any of the Commitments or Loans are classified as a "highly leveraged transaction" (an "HLT Classification") pursuant to any existing regulations regarding "highly leveraged transactions" or any modification, amendment or interpretation thereof, or the adoption of new regulations regarding "highly leveraged transactions" after the date hereof by any governmental authority, central bank or comparable agency, the Agent shall promptly give notice of such HLT Classification to the Borrower and the Banks (which date is hereafter referred to as the "HLT Notice Date"). The Agent, the Banks and the Borrower shall thereupon commence negotiations in good faith to agree on the extent to which fees, interest rates and/or margins hereunder should be increased so as to reflect such HLT Classification. If the Borrower and the Majority Banks agree on the amount of such increase or increases, this Agreement shall be promptly amended to give effect to such increase or increases. If the Borrower and the Majority Banks fail to so agree and the Borrower has failed to refinance the Loans within ninety (90) days after the HLT Notice Date, then the Agent shall, if so requested by the Majority Banks, by notice to the Borrower terminate the Commitments and accelerate the maturity date of the Loans and the Loans shall become due and payable in full on the date specified in such notice, which date shall be not earlier than one hundred eighty (180) days after the HLT Notice Date. The Agent and the Banks acknowledge that an HLT Classification is not a Default or an Event of Default. SECTION 4.14 CERTIFICATE. A certificate setting forth any amounts payable pursuant to Section 4.8, Section 4.9, Section 4.10, Section 4.11, Section 4.12 or Section 4.13 and a brief explanation of such amounts which are due, submitted by any Bank or the Agent to the Borrower, shall be conclusive in the absence of manifest error. SECTION 4.15 LIMITATION ON INTEREST. Notwithstanding anything in this Agreement to the contrary, all agreements between the Borrower and the Banks and the Agent, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the maturity of any of the Obligations or otherwise, shall the interest contracted for, charged or received by the Banks exceed the maximum amount permissible under applicable law. If, from any circumstance whatsoever, interest would otherwise be payable to the Banks in excess of the maximum lawful amount, the interest payable to the Banks shall be reduced to the maximum amount permitted under applicable law; and if from any circumstance the Banks shall ever receive anything of value deemed interest by applicable law in excess of the maximum lawful amount, an amount equal to any excessive interest shall be applied to the reduction of the principal balance of the Obligations of the Borrower and to the payment of interest or, if such excessive interest exceeds the unpaid balance of principal of the Obligations of the Borrower, such excess shall be refunded to the Borrower. All interest paid or agreed to be paid to the Banks shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the principal of the Obligations of the Borrower (including the period of any renewal or extension thereof) so that the interest thereon for such full period shall not exceed the maximum amount permitted by applicable law. This section shall control all agreements between the Borrower and the Banks and the Agent. 39 SECTION 5. COLLATERAL SECURITY. SECTION 5.1 COLLATERAL. The Obligations of the Borrower and the Hedge Obligations shall be secured by (i) a perfected first priority lien or security title to be held by the Agent for the benefit of the Banks in the Mortgaged Property, Building Service Equipment and other personal property of the Borrower and any Approved Subsidiary, pursuant to the terms of the Security Deeds, (ii) a perfected first priority security interest to be held by the Agent for the benefit of the Banks in the Leases pursuant to the Assignments of Rents and Leases from the Borrower and any Approved Subsidiary and (iii) the Indemnity Agreement; provided, however, that the security interest in Special Real Estate and rents generated therefrom shall be perfected only as provided in Section 5.8. The Obligations shall also be guaranteed pursuant to the terms of the Guaranty and the Subsidiary Guaranty. SECTION 5.2 APPRAISALS. (a) The Agent on behalf of the Banks shall require biennial Appraisals of each of the Mortgaged Properties, which will be ordered by the Agent and reviewed and approved by the appraisal department of the Agent, in order to determine the current Appraised Value and Borrowing Base of the Mortgaged Property, and the Borrower shall pay to the Agent on demand all reasonable costs of all such Appraisals relating to the Mortgaged Property of the Borrower; provided, however, that so long as (i) no Default or Event of Default shall have occurred and be continuing, (ii) regulatory requirements of any Bank generally applicable to real estate loans of the category made under this Agreement as reasonably interpreted by such Bank shall not require more frequent Appraisals and (iii) there has been no material change in the market for the leasing of any of the Mortgaged Properties as reasonably determined by the Agent, the Borrower shall not be required to pay for Appraisals for a particular Mortgaged Property more often than once in any twenty-four (24) month period, with the result that unless any such condition shall occur the first Appraisals of a Mortgaged Property for which the Borrower shall be financially responsible shall not be required prior to the date which is twenty-four (24) months from the date of the Appraisal for such Mortgaged Property delivered to the Agent pursuant to this Agreement or the Prior Credit Agreement. Notwithstanding the foregoing provisions, however, in the event of a material change of the type referred to in clause (iii), the Borrower shall not be required to pay for Appraisals of the affected Mortgaged Property or Mortgaged Properties more often than once in any twelve (12) month period. (b) Notwithstanding the provisions of Section 5.2(a), the Agent may, for the purpose of determining the current Appraised Value and Borrowing Base of the applicable Mortgaged Properties, perform annual internal studies updating and revising prior Appraisals with respect to the Mortgaged Properties or such portion thereof as the Agent shall determine at any time (including, without limitation, following a release of a Mortgage Property) following (i) the occurrence of an event or condition which, in the reasonable judgment of the Agent, constitutes a material adverse change with respect to a Mortgaged Property or presents a reasonable likelihood that such a change shall occur in the future or (ii) a condemnation of or uninsured casualty to a Mortgaged Property (provided that any such Appraisal as a result of an event or condition described in clause (i) or (ii) shall be limited to the affected Mortgaged Property). The expense of such Appraisals and updates performed pursuant to this Section 5.2(b) shall be borne by the 40 Borrower, provided that the Borrower shall not be required to pay for any update pursuant to Section 5.2(b)(i) more often than once in any twelve (12) month period. (c) In the event that the Agent shall advise the Borrower, on the basis of any Appraisal or update pursuant to Section 5.2, that the Borrower's Borrowing Base is insufficient to comply with the requirements of Section 9.1, then until such Borrowing Base shall be restored to compliance with Section 9.1 the Banks shall not be required to make advances under Section 2.1 or participate in any Letters of Credit under Section 2.7. SECTION 5.3 RELEASE OF COLLATERAL. (a) Upon termination of this Agreement and the Commitment of the Banks to make Loans and to participate in Letters of Credit hereunder, the payment in full of all of the Obligations and compliance by the Borrower with the terms of Section 2.7(n), the Agent, on behalf of the Banks, shall release the Collateral, provided that Agent has not received notice from a "Representative" (as defined in Section 14.12) or the holder of the Hedge Obligations that any Hedge Obligation is then due and payable to the holder thereof (or in the event any Hedge Obligation is then due and payable, Agent has received from the holder of such Hedge Obligation notice that such holder has obtained other collateral for such Hedge Obligation satisfactory to such holder), and shall execute such instruments of release as the Borrower and its counsel may reasonably request. (b) Provided no Default or Event of Default shall have occurred hereunder and be continuing (or would exist immediately after giving effect to the transactions contemplated by this Section 5.3), the Agent shall release a Mortgaged Property from the lien or security title of the Security Documents encumbering the same upon the request of the Borrower subject to and upon the following terms and conditions: (i) the Borrower shall deliver to the Agent written notice of its desire to obtain such release no later than ten (10) days prior to the date on which such release is to be effected; (ii) the Borrower shall submit to the Agent with such request a Compliance Certificate prepared using the financial statements of the Borrower and Guarantor most recently provided or required to be provided to the Agent under Section 6.4 or Section 7.4 adjusted in the best good faith estimate of the Borrower to give effect to the proposed release and demonstrating that no Default or Event of Default with respect to the covenants in this Agreement shall exist after giving effect to such release; (iii) all release documents to be executed by the Agent shall be in form and substance reasonably satisfactory to the Agent; (iv) the Borrower shall pay all reasonable costs and expenses of the Agent in connection with such release, including without limitation, reasonable attorney's fees; 41 (v) the Borrower shall pay to the Agent for the account of the Banks a release price, which payment shall be applied to reduce the outstanding principal balance of the Loans, in an amount equal to the amount which is necessary to reduce the outstanding principal balance of the Loans so that no Default or Event of Default shall exist under Section 9 following such release; and (vi) Agent has received the prior written consent of the Releasing Banks; provided, however, in the event that Agent does not receive the prior written consent of the Releasing Banks but all other conditions set forth in this Section 5.3(b) have been satisfied and both (A) at the time of the Borrower's request for such release and after giving effect to the requested release the aggregate Appraised Values of the remaining Mortgaged Properties is equal to or greater than $160,000,000 and (B) after giving effect to the requested release the remaining Mortgaged Properties would have an aggregate occupancy level of at least eighty-five percent (85%) on a pro forma basis based on bona fide arm's length Leases requiring current rental payments which are not in default and the premises to which such Leases relate are being operated by the original tenants under such Leases, the Borrower shall be entitled to obtain the release of such Mortgaged Property. SECTION 5.4 SUBSTITUTION OF MORTGAGED PROPERTY. Any requested substitution by the Borrower of any Real Estate for any Mortgaged Property shall require the consent of the Majority Banks and shall require the completion and delivery to the Agent, for the benefit of the Banks, of the Eligible Real Estate Qualification Documents and, from and after July 1, 2003, the payment to the Agent, for the benefit of the Banks, of a substitution fee of $10,000 to be split equally by the Banks, without regard to their respective Commitment Percentages. It is acknowledged and agreed that the foregoing fee is intended to compensate the Banks for their travel and internal due diligence review, and that the Borrower shall remain liable for the payment of all of the Agent's other costs associated with such substitution, including, but not limited to, appraisal fees, legal costs and costs of environmental, engineering and structural studies. No substitution fee shall be payable with respect to the substitution of any Mortgaged Property occurring on or before June 30, 2003. SECTION 5.5 ADDITION OF MORTGAGED PROPERTIES. (a) The Borrower shall have the right, subject to the consent of the Majority Banks which may be withheld by the Majority Banks in their sole and absolute discretion, to add to the Collateral, any other Real Estate which is owned by the Borrower or an Approved Subsidiary and which is not security for any other Indebtedness. Such addition shall be completed by the completion and delivery to the Agent for the benefit of the Banks of each of the Eligible Real Estate Qualification Documents. Such Real Estate shall be Eligible Real Estate, shall be satisfactory to the Majority Banks in all respects and shall have a Borrowing Base amount attributable thereto by the Agent so as to cause the Borrower to continue to be in compliance with all covenants contained in this Agreement. In the event that the Borrower desires for such Real Estate to be Special Real Estate, the Borrower shall deliver such evidence as the Agent may require indicating that it is not feasible for such Real Estate to be Regular Real Estate upon the transfer and amendment and restatement of any existing loan documents which 42 may encumber such Real Estate, and such Real Estate may not be Special Real Estate without the approval of the Agent. (b) From and after July 1, 2003, in connection with each such addition to increase the Borrowing Base or to replace a Mortgaged Property except for the reasons set forth in Section 5.6, the Borrower, within fifteen (15) days of the Borrower's request to add such Real Estate to the Collateral, shall pay to the Agent for the account of the Banks a review fee of $10,000.00 for each parcel of Real Estate to be added to be split equally by the Banks, without regard to their respective Commitment Percentages. No review fee shall be payable with respect to the addition or replacement of a Mortgaged Property occurring on or before June 30, 2003. (c) In the event that Borrower shall desire to convert any Special Real Estate to Regular Real Estate, as a condition to such conversion, Borrower shall deliver to Agent such additional or updated Eligible Real Estate Qualification Documents as Agent may request. SECTION 5.6 MANDATORY INCREASE IN BORROWING BASE. At all times when the portion of the Borrowing Base attributable to Regular Real Estate (without taking into account any Borrowing Base attributable to Special Real Estate) is less than the Total Commitment (including any increase in such Total Commitment), all Real Estate located outside of New York, Florida, Maryland or such other states in which Special Real Estate is located with the approval of the Agent which is purchased or developed with proceeds of Loans or any Equity Offering or which has been encumbered by Indebtedness which is repaid with proceeds of Loans shall be immediately mortgaged or conveyed to the Agent for the benefit of the Banks, and the Borrower shall promptly cause the same to become Eligible Real Estate; provided that the Borrower shall take commercially reasonable steps to cause any lender holding a lien on Real Estate located in New York, Florida, Maryland or such other states in which Special Real Estate is located with the approval of the Agent that is acquired by the Borrower to transfer such Indebtedness and related loan documents to the Agent, and to amend and restate the same to allow the Agent to record a Security Deed against such Real Estate, and in such event such Real Estate may not be Special Real Estate. SECTION 5.7 NON-ENCUMBRANCE. Without implying any limitation upon the generality of Section 8.2, the Borrower will not, and will not permit any other Person to, create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, negative pledge, change, restriction or other security interest of any kind upon any Special Real Estate encumbered by any Special Security Documents (whether now owned or hereafter acquired), except for matters set forth in Title Policies relating to such Special Real Estate submitted to and approved by the Agent. SECTION 5.8 SPECIAL SECURITY DOCUMENTS. The Special Security Documents have been delivered and are effective or shall be effective upon the future delivery thereof, but shall not be recorded until the occurrence of an Event of Default. Upon the occurrence of an Event of Default, the Agent may, and upon the direction of the Majority Banks, shall, record the Special Security Documents in the public records without any further action of or notice to the Borrower or any other party and without waiving such Event of Default; provided, however, that if such Event of Default exists solely as a result of default described in Section 12.1(b), the Agent shall give the Borrower two (2) Business Days notice prior to the recordation of the Security Documents. In 43 addition, the Borrower shall promptly deliver or cause to be delivered to the Agent such further documents as may be reasonably requested by the Agent relating to such Real Estate, including without limitation, owner's affidavits, updated legal opinions and copies of leases and such changes to the Special Security Documents as may be necessary or desirable to comply with changes in applicable law. In connection with the recording of the Special Security Documents, the Agent may obtain, at the Borrower's sole cost and expense, a mortgagee's title insurance policy with respect to each parcel of Special Real Estate encumbered by such Special Security Documents in such amount as is determined by the Agent. The Borrower shall upon demand pay the cost of any such mortgagee's title insurance policy, the cost of any updated UCC searches, all recording costs and fees, and any and all intangible taxes or other documentary or mortgage taxes, assessments or charges which are demanded in connection with the recording of any of the Special Security Documents. In addition, the Borrower shall pay within five (5) days after demand any and all costs, fees, intangible tax, documentary or mortgage tax, assessments or charges as are demanded by any governmental authority by reason of the Special Security Documents prior to the recording of the same. In the event that the Borrower fails to pay such amounts as provided in this section, then the Banks may advance such amounts as are required to be paid as Loans hereunder, which Loans shall bear interest at the rate for overdue payments set forth in this Agreement. The Agent and the Banks agree that, provided no Default or Event of Default shall have theretofore occurred hereunder or under any of the other Loan Documents, Agent shall, within five (5) days of the receipt of written request from the Borrower, release the Special Real Estate from the lien of the Special Security Documents and return the Special Security Documents to the Borrower; provided, however, the Agent shall not be obligated to release the Special Real Estate or return the Special Security Documents if, as a result of the release of the Special Real Estate, a Default or Event of Default shall exist hereunder or under any of the other Loan Documents. SECTION 6. REPRESENTATIONS AND WARRANTIES OF THE GUARANTOR AND THE BORROWER. The Borrower and the Guarantor, jointly and severally, represent and warrant to the Agent and the Banks as follows. SECTION 6.1 CORPORATE AUTHORITY, ETC. (a) Incorporation; Good Standing. The Borrower is a Delaware limited partnership duly organized pursuant to its first amended and restated limited partnership agreement dated May 10, 1996, as amended by amendments one through eighteen, and a Certificate of Limited Partnership and amendments thereto filed with the Secretary of the State of Delaware and is validly existing and in good standing under the laws of the State of Delaware. The Guarantor is a Maryland real estate investment trust duly organized pursuant to its trust declaration dated October 2, 1997, as amended and supplemented, and a Certificate of Trust filed with the Secretary of the State of Maryland and is validly existing and in good standing under the laws of the State of Maryland. Each of the Borrower and the Guarantor (i) has all requisite power to own its respective property and conduct its respective business as now conducted and as presently contemplated, and (ii) as to the Borrower is in good standing as a foreign entity and is duly authorized to do business in the jurisdictions where the Mortgaged Property of the Borrower is located and in each other jurisdiction where a failure to be so 44 qualified in such other jurisdiction could have a materially adverse effect on the business, assets or financial condition of such Person. The Guarantor is a real estate investment trust in full compliance with and entitled to the benefits of Section 856 of the Code. (b) Subsidiaries. Each of the Subsidiaries of the Borrower and the Guarantor (i) is a corporation, limited partnership, limited liability company or trust duly organized under the laws of its State of organization and is validly existing and in good standing under the laws thereof, (ii) has all requisite power to own its property and conduct its business as now conducted and as presently contemplated and (iii) is in good standing and is duly authorized to do business in each jurisdiction where Mortgaged Property held by it is located and in each other jurisdiction where a failure to be so qualified could have a materially adverse effect on the business, assets or financial condition of the Borrower, the Guarantor, or such Subsidiary. The Subsidiary Guarantors are wholly-owned direct Subsidiaries of the Borrower. (c) Authorization. The execution, delivery and performance of this Agreement and the other Loan Documents to which the Borrower, the Guarantor or any of their respective Subsidiaries is or is to become a party and the transactions contemplated hereby and thereby (i) are within the authority of such Person, (ii) have been duly authorized by all necessary proceedings on the part of such Person, (iii) do not and will not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which such Person is subject or any judgment, order, writ, injunction, license or permit applicable to such Person, (iv) do not and will not conflict with or constitute a default (whether with the passage of time or the giving of notice, or both) under any provision of the articles of incorporation, partnership agreement, declaration of trust or other charter documents or bylaws of, or any agreement or other instrument binding upon, such Person or any of its properties, and (v) do not and will not result in or require the imposition of any lien or other encumbrance on any of the properties, assets or rights of such Person. (d) Enforceability. The execution and delivery of this Agreement and the other Loan Documents to which the Borrower, the Guarantor or any of their respective Subsidiaries is or is to become a party are valid and legally binding obligations of such Person enforceable in accordance with the respective terms and provisions hereof and thereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors' rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought. SECTION 6.2 GOVERNMENTAL APPROVALS. The execution, delivery and performance of this Agreement and the other Loan Documents to which the Borrower, the Guarantor or any of their respective Subsidiaries is or is to become a party and the transactions contemplated hereby and thereby do not require the approval or consent of, or filing with, any governmental agency or authority other than those already obtained and the filing of the Security Documents in the appropriate records office with respect thereto. SECTION 6.3 TITLE TO PROPERTIES; LEASE. The Borrower, the Guarantor and their Subsidiaries own all of the assets reflected in the consolidated balance sheet of the Borrower and the Guarantor as of the Balance Sheet Date or acquired since that date (except property and assets 45 sold or otherwise disposed of in the ordinary course of business since that date), subject to no rights of others, including any mortgages, leases, conditional sales agreements, title retention agreements, liens or other encumbrances except Permitted Liens. SECTION 6.4 FINANCIAL STATEMENTS. The Borrower has delivered to each of the Banks: (a) the consolidated balance sheet of the Guarantor and its Subsidiaries as of the Balance Sheet Date, (b) an unaudited statement of Operating Cash Flow for each of the Mortgaged Properties for the fiscal years ended December 31, 2000, and December 31, 2001 and for the period of January 1, 2002 through September 30, 2002, to the extent available, satisfactory in form to the Agent and certified by the chief financial or accounting officer of the general partner of the Borrower as fairly presenting the operating income for such parcels for such periods, provided that such certification need only be made with respect to any Mortgaged Property for the period such Mortgaged Property has been owned and operated by the Borrower, if such period is less than three (3) fiscal years, and (c) certain other financial information relating to the Borrower, the Guarantor and the Real Estate. Such balance sheet and statements have been prepared in accordance with generally accepted accounting principles and fairly present the financial condition of the Borrower, the Guarantor and their respective Subsidiaries as of such dates and the results of the operations of the Borrower, the Guarantor and the Mortgaged Properties for such periods. There are no liabilities, contingent or otherwise, of the Borrower, the Guarantor or any of their respective Subsidiaries involving material amounts not disclosed in said financial statements and the related notes thereto. SECTION 6.5 NO MATERIAL CHANGES. Since the Balance Sheet Date, there has occurred no materially adverse change in the financial condition or business of the Borrower, the Guarantor, and their respective Subsidiaries taken as a whole as shown on or reflected in the consolidated balance sheet of the Borrower and the Guarantor as of the Balance Sheet Date, or its consolidated statement of income or cash flows for the fiscal year then ended, other than changes in the ordinary course of business that have not had any materially adverse effect either individually or in the aggregate on the business or financial condition of such Person. SECTION 6.6 FRANCHISES, PATENTS, COPYRIGHTS, ETC. The Borrower, the Guarantor and their respective Subsidiaries possess all franchises, patents, copyrights, trademarks, trade names, servicemarks, licenses and permits, and rights in respect of the foregoing, adequate for the conduct of their business substantially as now conducted without known conflict with any rights of others. SECTION 6.7 LITIGATION. Except as stated on Schedule 6.7 there are no actions, suits, proceedings or investigations of any kind pending or to the knowledge of such person threatened against the Borrower, the Guarantor or any of their respective Subsidiaries before any court, tribunal, arbitrator, mediator or administrative agency or board that, if adversely determined, might, either in any case or in, the aggregate, materially adversely affect the properties, assets, financial condition or business of such Person or materially impair the right of such Person to carry on business substantially as now conducted by it, or result in any liability not adequately covered by insurance, or for which adequate reserves are not maintained on the balance sheet of such Person, or which question the validity of this Agreement or any of the other Loan Documents, any action taken or to be taken pursuant hereto or thereto or any lien or security interest created or intended to be created pursuant hereto or thereto, or which will adversely 46 affect the ability of the Borrower or the Guarantor to pay and perform the Obligations in the manner contemplated by this Agreement and the other Loan Documents. SECTION 6.8 NO MATERIALLY ADVERSE CONTRACTS, ETC. None of the Borrower, the Guarantor or any of their respective Subsidiaries is subject to any charter, corporate or other legal restriction, or any judgment, decree, order, rule or regulation that has or is expected in the future to have a materially adverse effect on the business, assets or financial condition of such Person. None of the Borrower, the Guarantor, nor any of their respective Subsidiaries is a party to any contract or agreement that has or is expected, in the judgment of the partners or officers of such Person, to have any materially adverse effect on the business of any of them. SECTION 6.9 COMPLIANCE WITH OTHER INSTRUMENTS, LAWS, ETC. None of the Borrower, the Guarantor or any of their respective Subsidiaries is in violation of any provision of its charter or other organizational documents, bylaws, or any agreement or instrument to which it may be subject or by which it or any of its properties may be bound or any decree, order, judgment, statute, license, rule or regulation, in any of the foregoing cases in a manner that could result in the imposition of substantial penalties or materially and adversely affect the financial condition, properties or business of such Person. SECTION 6.10 TAX STATUS. The Borrower, the Guarantor and each of their respective Subsidiaries (a) has made or filed all federal and state income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject, (b) has paid all taxes and other governmental assessments and charges shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and by appropriate proceedings and (c) has set aside on its books provisions reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the partners or officers of such Person know of no basis for any such claim. SECTION 6.11 NO EVENT OF DEFAULT. No Default or Event of Default has occurred and is continuing. SECTION 6.12 HOLDING COMPANY AND INVESTMENT COMPANY ACTS. None of the Borrower, the Guarantor, or any of their respective Subsidiaries is or after giving effect to any Loan will be, subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act or the Investment Company Act of 1940 or to any federal or state statute or regulation limiting its ability to incur indebtedness for borrowed money. SECTION 6.13 ABSENCE OF UCC FINANCING STATEMENTS, ETC. Except with respect to Permitted Liens, there is no financing statement, security agreement, chattel mortgage, real estate mortgage or other document filed or recorded with any filing records, registry, or other public office, that purports to cover, affect or give notice of any present or possible future lien on, or security interest or security title in, any property of the Borrower, the Guarantor or any of their respective Subsidiaries or rights thereunder. 47 SECTION 6.14 SETOFF, ETC. The Collateral and the rights of the Agent and the Banks with respect to the Collateral are not subject to any setoff, claims, withholdings or other defenses. The Borrower is the owner of the Collateral free from any lien, security interest, encumbrance or other claim or demand, except those encumbrances permitted in the Security Deeds. SECTION 6.15 CERTAIN TRANSACTIONS. Except as set forth on Schedule 6.15, none of the officers, trustees, directors, or employees of the Borrower, the Guarantor or any of their respective Subsidiaries is a party to any transaction with either or both of the Borrower, the Guarantor or any of their respective Subsidiaries (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, trustee, director or such employee or, to the knowledge of the Borrower, the Guarantor, or any corporation, partnership, trust or other entity in which any officer, trustee, director, or any such employee has a substantial interest or is an officer, director, trustee or partner. SECTION 6.16 EMPLOYEE BENEFIT PLANS. The Borrower, the Guarantor and each ERISA Affiliate has fulfilled its obligations under the minimum funding standards of ERISA and the Code with respect to each Employee Benefit Plan, Multiemployer Plan or Guaranteed Pension Plan and is in compliance in all material respects with the presently applicable provisions of ERISA and the Code with respect to each Employee Benefit Plan, Multiemployer Plan or Guaranteed Pension Plan. Neither the Borrower, the Guarantor nor any ERISA Affiliate has (a) sought a waiver of the minimum funding standard under Section 412 of the Code in respect of any Employee Benefit Plan, Multiemployer Plan or Guaranteed Pension Plan, (b) failed to make any contribution or payment to any Employee Benefit Plan, Multiemployer Plan or Guaranteed Pension Plan, or made any amendment to any Employee Benefit Plan, Multiemployer Plan or Guaranteed Pension Plan, which has resulted or could result in the imposition of a lien or the posting of a bond or other security under ERISA or the Code, or (c) incurred any liability under Title IV of ERISA other than a liability to the PBGC for premiums under Section 4007 of ERISA. None of the Real Estate constitutes a "plan asset" of any Employee Benefit Plan, Multiemployer Plan or Guaranteed Pension Plan. SECTION 6.17 REGULATIONS T, U AND X. No portion of any Loan is to be used for the purpose of purchasing or carrying any "margin security" or "margin stock" as such terms are used in Regulations T, U and X of the Board of Governors of the Federal Reserve System, 12 C.F.R. Parts 220, 221 and 224. SECTION 6.18 ENVIRONMENTAL COMPLIANCE. The Borrower and the Guarantor each has taken all commercially reasonable steps to investigate the past and present conditions and usage of the Real Estate and the operations conducted thereon and, based upon such investigation makes the following representations and warranties. (a) With respect to the Mortgaged Properties, and to the best of the Borrower's and the Guarantor's knowledge with respect to any other Real Estate, none of the Borrower, the Guarantor or their respective Subsidiaries or any operator of the Real Estate, or any operations thereon is in violation, or alleged violation, of any judgment, decree, order, law, license, rule or regulation pertaining to environmental matters, including, without limitation, 48 those arising under the Resource Conservation and Recovery Act ("RCRA"), the Comprehensive Environmental Response, Compensation and Liability Act of 1980 as amended ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986 ("SARA"), the Federal Clean Water Act, the Federal Clean Air Act, the Toxic Substances Control Act, or any state or local statute, regulation, ordinance, order or decree relating to the environment (hereinafter "Environmental Laws"), which violation involves any of the Mortgaged Properties or involves other Real Estate and would have a material adverse effect on the business, assets or financial condition of the Borrower, the Guarantor or any of their respective Subsidiaries. (b) None of the Borrower, the Guarantor or any of their respective Subsidiaries has received notice from any third party including, without limitation, any federal, state or local governmental authority, (i) that it has been identified by the United States Environmental Protection Agency ("EPA") as a potentially responsible party under CERCLA with respect to a site listed on the National Priorities List, 40 C.F.R. Part 300 Appendix B (1986); (ii) that any hazardous waste, as defined by 42 U.S.C. Section 9601(5), any hazardous substances as defined by 42 U.S.C. Section 9601(14), any pollutant or contaminant as defined by 42 U.S.C. Section 9601(33) or any toxic substances, oil or hazardous materials or other chemicals or substances regulated by any Environmental Laws ("Hazardous Substances") which it has generated, transported or disposed of have been found at any site at which a federal, state or local agency or other third party has conducted or has ordered that the Borrower, the Guarantor or any of their respective Subsidiaries conduct a remedial investigation, removal or other response action pursuant to any Environmental Law; or (iii) that it is or shall be a named party to any claim, action, cause of action, complaint, or legal or administrative proceeding (in each case, contingent or otherwise) arising out of any third party's incurrence of costs, expenses, losses or damages of any kind whatsoever in connection with the release of Hazardous Substances. (c) With respect to the Mortgaged Properties, and to the best of the Borrower's and the Guarantor's knowledge with respect to any other Real Estate, except as specifically set forth in the written environmental site assessment reports provided to the Agent on or before the date hereof or as set forth on Schedule 6.18 attached hereto or, in the case of Real Estate acquired after the date hereof, the environmental site assessment reports with respect thereto provided to the Agent under Section 7.4(h): (i) no portion of the Real Estate has been used for the handling, processing, storage or disposal of Hazardous Substances except in accordance with applicable Environmental Laws in all material respects, and no underground tank or other underground storage receptacle for Hazardous Substances is located on any portion of the Mortgaged Property; (ii) in the course of any activities conducted by either the Borrower, the Guarantor, their Subsidiaries or the operators of its properties, no Hazardous Substances have been generated or are being used on the Real Estate except in the ordinary course of business and in accordance with applicable Environmental Laws in all material respects; (iii) there has been no past or present releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, disposing or dumping (a "Release") or threatened Release of Hazardous Substances on, upon, into or from any of the Mortgaged Properties, or, to the best of the Borrower's or the Guarantor's knowledge, on, upon, into or from the other properties of the Borrower, the Guarantor or their respective Subsidiaries, which Release would have a material adverse effect on the value of any of the Real Estate or adjacent properties or the environment; (iv) to the best of the Borrower's or the Guarantor's knowledge, there have been no Releases on, upon, from or into any real property in the vicinity of any of the Real Estate which through soil 49 or groundwater contamination, may have come to be located on, and which would have a material adverse effect on the value of, the Real Estate; and (v) any Hazardous Substances that have been generated on any of the Real Estate have been transported off-site only by carriers having an identification number issued by the EPA or approved by a state or local environmental regulatory authority having jurisdiction regarding the transportation of such substance and treated or disposed of only by treatment or disposal facilities maintaining valid permits as required under all applicable Environmental Laws, which transporters and facilities have been and are, to the best of the Borrower's or the Guarantor's knowledge, operating in compliance with such permits and applicable Environmental Laws. (d) None of the Borrower, the Guarantor, their respective Subsidiaries, the Mortgaged Properties or any other Real Estate is subject to any applicable Environmental Law requiring the performance of Hazardous Substances site assessments, or the removal or remediation of Hazardous Substances, or the giving of notice to any governmental agency or the recording or delivery to other Persons of an environmental disclosure document or statement by virtue of the transactions set forth herein and contemplated hereby, or as a condition to the recording of the Security Deeds or to the effectiveness of any other transactions contemplated hereby. SECTION 6.19 SUBSIDIARIES AND JOINT VENTURES. Schedule 6.19 sets forth all of the Subsidiaries and joint ventures of the Borrower and the Guarantor. The form and jurisdiction of organization of each of the Subsidiaries and joint ventures, and the Borrower's and the Guarantor's ownership interest therein, is set forth in said Schedule 6.19. SECTION 6.20 LEASES. The Borrower has delivered to the Agent (i) true copies of the forms of the Leases used by the Borrower at the Mortgaged Properties as of the date hereof and (ii) true, correct and complete copies of the Leases and any amendments thereto relating to the Mortgaged Properties as of the date hereof. SECTION 6.21 LOAN DOCUMENTS. All of the representations and warranties made by or on behalf of the Borrower, the Guarantor, and their respective Subsidiaries in this Agreement and the other Loan Documents or any document or instrument delivered to the Agent or the Banks pursuant to or in connection with any of such Loan Documents are true and correct in all material respects, and neither the Borrower, the Guarantor nor any of their respective Subsidiaries has failed to disclose such information as is necessary to make such representations and warranties not misleading. SECTION 6.22 MORTGAGED PROPERTY. The Borrower and the Guarantor each makes and shall cause each Approved Subsidiary to make, the following representations and warranties concerning each Mortgaged Property: (a) Off-Site Utilities. All water, sewer, electric, gas, telephone and other utilities necessary for the use and operation of the Mortgaged Property are installed to the property lines of the Mortgaged Property through dedicated public rights of way or through perpetual private easements approved by the Agent with respect to which the applicable Security Deed creates a valid and enforceable first lien and, except in the case of drainage facilities, are 50 connected to the Building located thereon with valid permits and are adequate to service the Building in compliance with applicable law. (b) Access, Etc. The streets abutting the Mortgaged Property are dedicated and accepted public roads, to which the Mortgaged Property has direct access by trucks and other motor vehicles and by foot, or are perpetual private ways (with direct access by trucks and other motor vehicles and by foot to public roads) to which the Mortgaged Property has direct access approved by the Agent and with respect to which the applicable Security Deed creates a valid and enforceable first lien. All private ways providing access to the Mortgaged Property are zoned in a manner which will permit access to the Building over such ways by trucks and other commercial and industrial vehicles. (c) Independent Building. The Building is fully independent in all respects including, without limitation, in respect of structural integrity, heating, ventilating and air conditioning, plumbing, mechanical and other operating and mechanical systems, and electrical, sanitation and water systems, all of which are connected directly to off-site utilities located in public streets or ways or through insured perpetual private easements approved by the Agent. The Building is located on a lot which is separately assessed for purposes of real estate tax assessment and payment. The Building, all Building Service Equipment and all paved or landscaped areas related to or used in connection with the Building are located wholly within the perimeter lines of the lot or lots on which the Mortgaged Property is located, except as may be specifically shown on the Survey for such Mortgaged Property. (d) Condition of Building; No Asbestos. The Building is, in all material respects, structurally sound, in good repair and free of defects in materials and workmanship. All major building systems located within the Building, including without limitation heating, ventilating and air conditioning, electrical, sprinkler, plumbing or other mechanical systems, are in good working order and condition. Except as set forth in the Phase I environmental site assessments delivered by the Borrower to the Agent, no asbestos is located in or on the Building, except for nonfriable asbestos or contained friable asbestos which is being monitored and/or remediated in accordance with the recommendations of an Environmental Engineer. (e) Building Compliance with Law. The Building as presently constructed, used, occupied and operated does not, in any material respect, violate any applicable federal or state law or governmental regulation or any local ordinance, order or regulation, including but not limited to laws, regulations, or ordinances relating to zoning, building use and occupancy, subdivision control, fire protection, health, sanitation, safety, handicapped access, historic preservation and protection, tidelands, wetlands, flood control and Environmental Laws. The Building complies, in all material respects, with applicable zoning laws and regulations and is not a so-called non-conforming use. The zoning laws permit use of the Building for its current use. There is such number of parking spaces on the lot or lots on which the Mortgaged Property is located as is adequate under the zoning laws and regulations to permit use of the Building for its current use. Each Mortgaged Property constitutes a separate parcel which has been properly subdivided in accordance with all applicable state and local laws, regulations and ordinances to the extent required thereby, and neither the execution and delivery of the Security Deeds nor the exercise of any remedies thereunder by the Agent shall violate any such law or regulation relating to the subdivision of real property. 51 (f) No Required Mortgaged Property Consents, Permits, Etc. Neither the Borrower, the Guarantor nor any Approved Subsidiary has received any notice of, and has no knowledge of, any approvals, consents, licenses, permits, utility installations and connections (including, without limitation, drainage facilities), curb cuts and street openings, required by applicable laws, rules, ordinances or regulations or any agreement affecting the Mortgaged Property for the maintenance, operation, servicing and use of the Mortgaged Property or the Building for its current use which have not been granted, effected, or performed and completed (as the case may be), or any fees or charges therefor which have not been fully paid, or which are no longer in full force and effect. No such approvals, consents, permits or licenses (including, without limitation, any railway siding agreements) will terminate, or become void or voidable or terminable on any foreclosure sale of the Mortgaged Property pursuant to the Security Deed. To the best knowledge of the Borrower, the Guarantor and each Approved Subsidiary, there are no outstanding notices, suits, orders, decrees or judgments relating to zoning, building use and occupancy, fire, health, sanitation or other violations affecting, against, or with respect to, the Mortgaged Property or any part thereof. (g) Insurance. Neither the Borrower, the Guarantor nor any Approved Subsidiary has received any outstanding notice from any insurer or its agent requiring performance of any work with respect to the Mortgaged Property or canceling or threatening to cancel any policy of insurance, and the Mortgaged Property complies with the requirements of all of the Borrower's and the Guarantor's insurance carriers. (h) Real Property Taxes; Special Assessments. There are no unpaid or outstanding real estate or other taxes or assessments on or against the Mortgaged Property or any part thereof which are payable by the Borrower or the Guarantor (except only real estate or other taxes or assessments, that are not yet due and payable). The Borrower has delivered to the Agent true and correct copies of real estate tax bills for the Mortgaged Property for the past three (3) fiscal years. No abatement proceedings are pending with reference to any real estate taxes assessed against the Mortgaged Property, other than with respect to taxes which have been paid under protest and which are being contested in good faith. Except as set forth in the Title Policies delivered to the Agent, there are no betterment assessments or other special assessments presently pending with respect to any portion of the Mortgaged Property, and neither the Borrower nor the Guarantor has received any notice of any such special assessment being contemplated. (i) Historic Status. The Building is not a historic structure or landmark and neither the Building or the Mortgaged Property is located within any historic district pursuant to any federal, state or local law or governmental regulation. (j) Eminent Domain; Casualty. There are no pending eminent domain proceedings against the Mortgaged Property or any part thereof, and, to the knowledge of the Borrower or the Guarantor, no such proceedings are presently threatened or contemplated by any taking authority. Neither the Mortgaged Property, the Building or any part thereof is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty. (k) Leases. An accurate and complete Rent Roll and summary thereof in a form reasonably satisfactory to the Agent as of the date of inclusion of the Mortgaged Property 52 in the Collateral (or such other recent date as may be acceptable to the Agent) with respect to all Leases of any portion of the Mortgaged Property has been provided to the Agent. The Leases reflected on such Rent Roll constitute as of the date thereof the sole agreements and understandings relating to leasing or licensing of space at the Mortgaged Property and in the Building relating thereto. Each of the Leases was entered into as the result of arms-length negotiation and has not been modified, changed, altered, assigned, supplemented or amended in any respect, except as reflected on the Rent Roll, and no tenant is entitled to any free rent, partial rent, rebate of rent payments, credit, offset or deduction in rent, including, without limitation, lease support payments or lease buy-outs, except as reflected in the Rent Roll. There are no occupancies, rights, privileges or licenses in or to the Mortgaged Property or portion thereof other than pursuant to the Leases reflected in Rent Rolls previously furnished to the Agent for the Mortgaged Property. Except as set forth in each Rent Roll, the Leases reflected therein are in full force and effect in accordance with their respective terms, without any payment default or any other material default thereunder, nor are there any defenses, counterclaims, offsets, concessions or rebates available to any tenant thereunder, and neither the Borrower, the Guarantor nor any of their respective Subsidiaries has given or made, any notice of any payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to any of the Leases. The Rent Rolls furnished to the Banks accurately and completely set forth all rents payable by and security, if any, deposited by tenants, no tenant having paid more than one month's rent in advance. All tenant improvements or work to be done for tenants on the Rent Roll, furnished or paid for by the Borrower, the Guarantor or any of their respective Subsidiaries, or credited or allowed to a tenant, for, or in connection with, the Building pursuant to any Lease has been completed and paid for or provided for in a manner satisfactory to the Agent. No material leasing, brokerage or like commissions, fees or payments are due from the Borrower, the Guarantor or any of their respective Subsidiaries in respect of the Leases. (l) Service Agreements; Management Agreements. Except as listed on Schedule 6.22, there are no material Service Agreements relating to the operation and maintenance of the Building, the Mortgaged Property, or any portion thereof that are not cancelable at any time. The Borrower has no Management Agreements for the Mortgaged Properties. To the best knowledge of the Borrower, there are no material claims or any bases for material claims in respect of the Mortgaged Property or its operation by any party to any Service Agreement or Management Agreement. (m) Other Material Real Property Agreements: No Options. There are no material agreements pertaining to the Mortgaged Property, any Building thereon or the operation or maintenance of either thereof other than as described in this Agreement (including the Schedules hereto), the Title Policies or otherwise disclosed in writing to the Agent and the Banks by the Borrower; and no person or entity has any right or option to acquire the Mortgaged Property or any Building thereon or any portion thereof or interest therein. SECTION 6.23 BROKERS. None of the Borrower, the Guarantor, or any of their respective Subsidiaries has engaged or otherwise dealt with any broker, finder or similar entity in connection with this Agreement or the Loans contemplated hereunder. SECTION 6.24 OTHER DEBT. None of the Borrower, the Guarantor, or any of their respective Subsidiaries is in default of the payment of any Indebtedness or any other agreement, mortgage, 53 deed of trust, security agreement, financing agreement, indenture or lease to which any of them is a party. The Borrower is not a party to or bound by any agreement, instrument or indenture that may require the subordination in right or time or payment of any of the Obligations to any other indebtedness or obligation of the Borrower. The Borrower has provided to the Agent a schedule, and upon the request of the Agent will provide copies, of all agreements, mortgages, deeds of trust, financing agreements or other material agreements binding upon the Borrower or its properties and entered into by the Borrower as of the date of this Agreement with respect to any Indebtedness of the Borrower. SECTION 6.25 SOLVENCY. As of the Closing Date and after giving effect to the transactions contemplated by this Agreement and the other Loan Documents, including all Loans made or to be made hereunder, neither the Borrower, the Guarantor nor any of their Subsidiaries is insolvent on a balance sheet basis such that the sum of such Person's assets exceeds the sum of such Person's liabilities, such Person is able to pay its debts as they become due, and such Person has sufficient capital to carry on its business. SECTION 6.26 CONTRIBUTION AGREEMENT. Borrower has delivered or made available to the Agent a true, correct and complete copy of the Contribution Agreement (Revolver). The Contribution Agreement (Revolver) is in full force and effect in accordance with its terms, there are no material claims resulting from non-performance of the terms thereof or otherwise or any basis for a material claim by any party to the Contribution Agreement (Revolver), nor has there been any waiver of any material terms thereunder. SECTION 6.27 NO FRAUDULENT INTENT. Neither the execution and delivery of this Agreement or any of the other Loan Documents nor the performance of any actions required hereunder or thereunder is being undertaken by the Borrower, Guarantor or any of their respective Subsidiaries with or as a result of any actual intent by any of such Persons to hinder, delay or defraud any entity to which any of such Persons is now or will hereafter become indebted. SECTION 6.28 TRANSACTION IN BEST INTERESTS OF BORROWER; CONSIDERATION. The transaction evidenced by this Agreement and the other Loan Documents is in the best interests of the Borrower, the Guarantor, each of their respective Subsidiaries and the creditors of such Persons. The direct and indirect benefits to inure to the Borrower, the Guarantor and each of their respective Subsidiaries pursuant to this Agreement and the other Loan Documents constitute substantially more than "reasonably equivalent value" (as such term is used in Section 548 of the Bankruptcy Code) and "valuable consideration," "fair value," and "fair consideration," (as such terms are used in any applicable state fraudulent conveyance law), in exchange for the benefits to be provided by the Borrower, the Guarantor and each of their respective Subsidiaries pursuant to this Agreement and the other Loan Documents, and but for the willingness of the Guarantor and the Subsidiary Guarantors to guaranty the Loan, Borrower would be unable to obtain the financing contemplated hereunder which financing will enable the Borrower and its Subsidiaries to have available financing to conduct and expand their business. SECTION 6.29 PARTNERS AND THE GUARANTOR. Guarantor is the sole general partner of the Borrower and owns a 1% general partnership interest and a 79.714% limited partnership interest in the Borrower. Guarantor owns no assets other than its interest in the Borrower as a general 54 partner and limited partner, cash, Short-term Investments and the property described on Schedule 6.29 hereto. SECTION 6.30 PRINCIPAL DOCUMENTS. All obligations of the parties under each of the Principal Documents has been satisfied, and there are no surviving benefits or obligations under any of the Principal Documents. SECTION 7. AFFIRMATIVE COVENANTS OF THE GUARANTOR AND THE BORROWER. The Guarantor (to the extent hereinafter provided) and the Borrower covenant and agree that, so long as any Loan, Letter of Credit or Note is outstanding or any Bank has any obligation to make any Loans or to participate in any Letters of Credit: SECTION 7.1 PUNCTUAL PAYMENT. The Borrower will duly and punctually pay or cause to be paid the principal and interest on the Loans and all interest and fees provided for in this Agreement, all in accordance with the terms of this Agreement and the Notes as well as all other sums owing pursuant to the Loan Documents. SECTION 7.2 MAINTENANCE OF OFFICE. The Borrower will maintain its chief executive office at 27600 Northwestern Highway, Suite 200, Southfield, Michigan, 48034, or at such other place in the United States of America as the Borrower shall designate upon prior written notice to the Agent and the Banks, where notices, presentations and demands to or upon the Borrower in respect of the Loan Documents may be given or made. SECTION 7.3 RECORDS AND ACCOUNTS. The Borrower will (a) keep, and cause each of its Subsidiaries to keep, true and accurate records and books of account in which full, true and correct entries will be made in accordance with generally accepted accounting principles and (b) maintain adequate accounts and reserves for all taxes (including income taxes), depreciation and amortization of its properties and the properties of its Subsidiaries, contingencies and other reserves. Neither the Borrower nor the Guarantor nor any of their respective Subsidiaries shall, without the prior written consent of the Majority Banks, (x) make any material changes to the accounting principles used by such Person in preparing the financial statements and other information described in Section 6.4 or (y) change its fiscal year. SECTION 7.4 FINANCIAL STATEMENTS, CERTIFICATES AND INFORMATION. The Borrower and Guarantor will deliver or cause to be delivered to each of the Banks: (a) as soon as practicable, but in any event not later than one hundred (100) days after the end of each fiscal year of the Guarantor, the audited Consolidated balance sheet of the Guarantor and its Subsidiaries at the end of such year, and the related audited Consolidated statements of income, changes in shareholder's equity and cash flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, and accompanied by an auditor's report prepared without qualification by Deloitte & Touche, or by another "Big Five" accounting firm, the Form 10-K filed with the SEC (unless the SEC has approved an extension, in which event the Guarantor will deliver to the Agent and each of the Banks a copy of the Form 10-K simultaneously with delivery to the SEC), a statement of the 55 Borrower's taxable net income for the prior fiscal year, and any other information the Banks may need to complete a financial analysis of the Guarantor and its Subsidiaries; (b) as soon as practicable, but in any event not later than fifty-five (55) days after the end of each of the first three (3) fiscal quarters of the Borrower and Guarantor, respectively, copies of the unaudited Consolidated balance sheet of the Borrower and its Subsidiaries and the Guarantor and its Subsidiaries, respectively, as at the end of such quarter, and the related unaudited Consolidated statements of income, changes in shareholder's equity and cash flows for the portion of the Borrower's and the Guarantor's, respectively, fiscal year then elapsed, and a statement showing the aging of the receivables and payables for the Mortgaged Properties, all in reasonable detail and prepared in accordance with generally accepted accounting principles (which, as to the Guarantor, may be provided by inclusion in the Form 10-Q of the Guarantor for such period provided pursuant to subsection (c) below), together with a certification by the principal financial or accounting officer of the Borrower and the Guarantor, respectively, that the information contained in such financial statements fairly presents the financial position of such Person and its Subsidiaries on the date thereof (subject to year-end adjustments); provided, however, that unless otherwise requested by the Agent or the Majority Banks, the Borrower shall not be required to deliver the balance sheets, statements or other matters required by this Section 7.4(b) to the extent the same are incorporated in the balance sheets, statements and other matters delivered to the Banks by the Guarantor; (c) as soon as practicable, but in any event not later than fifty-five (55) days after the end of each of the first three (3) fiscal quarters of the Guarantor in each year, copies of Form 10-Q filed with the SEC (unless the SEC has approved an extension in which event the Guarantor will deliver such copies of the Form 10-Q to the Agent and each of the Banks simultaneously with delivery to the SEC); (d) as soon as practicable, but in any event not later than fifty-five (55) days after the end of the first three (3) fiscal quarters of the Borrower, copies of a Consolidated statement of Operating Cash Flow for such fiscal quarter for the Borrower and its Subsidiaries and a statement of Operating Cash Flow for such fiscal quarter for the Borrower and each of the Mortgaged Properties, prepared on a basis consistent with the statement furnished pursuant to Section 6.4(c) together with a certification by the chief financial or chief accounting officer of the general partner of the Borrower, that the information contained in such statement fairly presents the Operating Cash Flow of the Borrower and its Subsidiaries and the Mortgaged Properties for such period; (e) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement (a "Compliance Certificate") certified by the principal financial or accounting officer of the Guarantor and of the general partner of the Borrower in the form of Exhibit C hereto (or in such other form as the Agent may approve from time to time) setting forth in reasonable detail computations evidencing compliance with the covenants contained in Section 9 and the other covenants described therein, and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; 56 (f) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the SEC or sent to the stockholders of the Guarantor or the partners of the Borrower; (g) as soon as practicable but in any event not later than fifty-five (55) days after the end of each of the first three (3) fiscal quarters of the Borrower, an updated Rent Roll aggregating information for the Mortgaged Properties and operating statements and tenant sales reports with respect to the Mortgaged Properties with respect to such fiscal quarter, such statements and reports to be in form reasonably satisfactory to the Agent; (h) as soon as practicable but in any event not later than one hundred (100) days after the end of the fourth fiscal quarter of the Borrower, an updated Rent Roll aggregating information for the Mortgaged Properties and rolling four (4) quarter operating statements and tenant sales reports with respect to the Mortgaged Properties, such statements and reports to be in form reasonably satisfactory to the Agent; (i) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, the following with respect to each acquisition of an interest in Real Estate having a fair market value in excess of $10,000,000.00 by the Borrower or any of its Subsidiaries (which for the purposes of this Section 7.4(h) shall include the Investments described in Section 8.3(i), provided that with respect to the Investments described in Section 8.3(i), the following items shall be provided to the extent reasonably available to the Borrower or its Subsidiaries): (i) the closing statement relating to such acquisition, (ii) a description of the property acquired, (iii) a certificate from the chief financial or accounting officer of the Borrower stating that (A) an environmental site assessment has been prepared by an Environmental Engineer and such assessment contains no material qualifications with respect to such Real Estate and (B) a statement of condition of such Real Estate has been prepared by a construction engineer and such statement contains no material qualifications, and (iv) a historical operating statement of such Real Estate for such period as may be available to the Borrower and a current rent roll for such Real Estate; (j) promptly after they are filed with the Internal Revenue Service, copies of all annual federal income tax returns and amendments thereto of the Borrower and the Guarantor; (k) promptly upon completion, copies of such market studies relating to the Mortgaged Property and the other Eligible Real Estate as are from time to time prepared by or on behalf of the Borrower or its Subsidiaries; (l) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, each of the following with respect to each acquisition of an interest in a Subsidiary: (i) the name and structure of the Subsidiary, (ii) a description of the property owned by such Subsidiary, and (iii) such other information as the Agent may reasonably request; (m) simultaneously with the delivery of the financial statement referred to in subsection (a) above, a statement (i) listing the Real Estate owned by the Borrower and its 57 Subsidiaries (or in which the Borrower or its Subsidiaries owns an interest) and stating the location thereof, the date acquired and the acquisition cost, (ii) listing the Indebtedness of the Borrower and its Subsidiaries (excluding Indebtedness of the type described in Section 8.1(b)-(e)), which statement shall include, without limitation, a statement of the original principal amount of such Indebtedness and the current amount outstanding, the holder thereof, the maturity date and any extension options, the interest rate, the collateral provided for such Indebtedness and whether such Indebtedness is recourse or non-recourse, and (iii) listing the properties of the Borrower and its Subsidiaries which are under "development" (as used in Section 8.9) and providing a brief summary of the status of such development; (n) not later than thirty (30) days prior to the end of each fiscal year of the Borrower a budget and business plan for the next fiscal year; (o) as soon as practicable, but in any event not later than one hundred (100) days after the end of each fiscal year of the Borrower, the unaudited Consolidated balance sheet of the Borrower and its Subsidiaries at the end of such year, and the related unaudited consolidated statements of income, changes in shareholder's equity and cash flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, and accompanied by a certification by the principal financial or accounting officer of the Borrower that the information contained in such financial statements fairly presents the financial position of the Borrower and its Subsidiaries on the date thereof (provided, however, that the Borrower shall not be required to provide such statements in the event that such statements would be substantially similar to the consolidated statements provided by the Guarantor); and (p) from time to time such other financial data and information in the possession of the Borrower, the Guarantor or their respective Subsidiaries (including without limitation auditors' management letters, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting the Borrower or the Guarantor) as the Agent may reasonably request. SECTION 7.5 NOTICES. (a) Defaults. The Borrower will promptly notify the Agent in writing of the occurrence of any Default or Event of Default. If any Person shall give any notice or take any other action in respect of a claimed default (whether or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, the Guarantor or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would have a material adverse effect on the Borrower or the Guarantor, the Borrower shall forthwith give written notice thereof to the Agent and each of the Banks, describing the notice or action and the nature of the claimed default. (b) Environmental Events. The Borrower will promptly give notice to the Agent (i) upon the Borrower obtaining knowledge of any potential or known Release of any 58 Hazardous Substances at or from the Mortgaged Property; (ii) of any violation of any Environmental Law that the Borrower or any of its Subsidiaries reports in writing or is reportable by such Person in writing (or for which any written report supplemental to any oral report is made) to any federal, state or local environmental agency; and (iii) upon becoming aware thereof, of any inquiry, proceeding, investigation, or other action, including a notice from any agency of potential environmental liability, of any federal, state or local environmental agency or board, that in either case involves the Mortgaged Property or has the potential to materially affect the assets, liabilities, financial conditions or operations of the Borrower or any Subsidiary or the Agent's liens on the Collateral pursuant to the Security Documents. (c) Notification of Claims Against Collateral. The Borrower will, immediately upon becoming aware thereof, notify the Agent in writing of any setoff, claims (including, with respect to any Mortgaged Property, environmental claims), withholdings or other defenses to which any of the Collateral, or the rights of the Agent or the Banks with respect to the Collateral, are subject. (d) Notice of Litigation and Judgments. The Borrower will give notice to the Agent in writing within fifteen (15) days of becoming aware of any litigation or proceedings threatened in writing or any pending litigation and proceedings affecting the Borrower, the Guarantor or any of their respective Subsidiaries or to which the Borrower, the Guarantor or any of their respective Subsidiaries is or is to become a party involving an uninsured claim against the Borrower, the Guarantor or any of their respective Subsidiaries that could reasonably be expected to have a materially adverse effect on the Borrower or the Guarantor and stating the nature and status of such litigation or proceedings. The Borrower will give notice to the Agent, in writing, in form and detail satisfactory to the Agent and each of the Banks, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower, the Guarantor or any of their respective Subsidiaries in an amount in excess of $100,000. (e) Notice of Proposed Sales, Encumbrances, Refinance or Transfer of Non-Mortgaged Property. The Borrower will give notice to the Agent of any proposed or completed sale, encumbrance, refinance or transfer of any Real Estate other than Mortgaged Property or other Investment described in Section 8.3(i) of the Borrower, the Guarantor or their respective Subsidiaries within any fiscal quarter of the Borrower, such notice to be submitted, in the case of any such sale, encumbrance, refinance or transfer in an amount in excess of $10,000,000.00, together with the Compliance Certificate provided or required to be provided to the Banks under Section 7.4 with respect to such fiscal quarter. The Compliance Certificate shall with respect to any proposed or completed sale, encumbrance, refinance or transfer be adjusted in the best good faith estimate of the Borrower to give effect to such sale, encumbrance, refinance or transfer and demonstrate that no Default or Event of Default with respect to the covenants referred to therein shall exist after giving effect to such sale, encumbrance, refinance or transfer. Notwithstanding the foregoing, in the event of any sale, encumbrance, refinance or transfer of any Real Estate other than the Mortgaged Property or other Investment described in Section 8.3(i) of the Borrower, the Guarantor or their respective Subsidiaries, the Borrower shall promptly give notice to the Agent of such transaction, which notice shall be accompanied by a Compliance Certificate prepared using the financial statements of the Borrower most recently provided or required to be provided to the Banks under Section 6.4 or Section 7.4 adjusted as provided in the preceding sentence. 59 (f) New Leases. The Borrower and each Approved Subsidiary will give notice to the Agent of any proposed new Lease at any Mortgaged Property for the lease of space therein of more than 7500 square feet and shall provide to the Agent a copy of the proposed lease and any and all agreements or documents related thereto, current financial information for the proposed tenant and any guarantor of the proposed lease and such other information as the Agent may request. The Agent shall be deemed to have consented to such new Lease if the Agent has not within ten (10) Business Days of the receipt by the Agent of the initial notification from the Borrower or the Approved Subsidiary notified the Borrower or the Approved Subsidiary of either the Agent's refusal to consent thereto or the Agent's need for further information in connection with such proposed new Lease. Agent shall be authorized to enter into subordination, non-disturbance and attornment agreements with any tenant under a Lease upon such terms as Agent in its good faith judgment determines are appropriate. (g) Notification of Banks. Promptly after receiving any notice under this Section 7.5, the Agent will forward a copy thereof to each of the Banks, together with copies of any certificates or other written information that accompanied such notice. SECTION 7.6 EXISTENCE; MAINTENANCE OF PROPERTIES. (a) The Borrower will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a Delaware limited partnership. The Guarantor will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a Maryland real estate investment trust. The Borrower and the Guarantor will cause each of their respective Subsidiaries to do or cause to be done all things necessary to preserve and keep in full force and effect its legal existence. The Borrower shall continue to own directly or indirectly one hundred percent (100%) of the Voting Interests and economic interests in the Subsidiary Guarantors. The Borrower and the Guarantor will do or cause to be done all things necessary to preserve and keep in full force all of their respective rights and franchises and those of their Subsidiaries. The Borrower will, and will cause each of its Subsidiaries to, continue to engage primarily in the businesses now conducted by it and in related businesses. (b) The Borrower (i) will cause all of its properties and those of its Subsidiaries used or useful in the conduct of its business or the business of its Subsidiaries to be maintained and kept in good condition, repair and working order (ordinary wear and tear excepted) and supplied with all necessary equipment, and (ii) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof in all cases in which the failure so to do would have a material adverse effect on the condition of the applicable Mortgaged Property or on the financial condition, assets or operations of the Borrower and its Subsidiaries. (c) The common stock of Guarantor shall at all times be listed for trading and be traded on the New York Stock Exchange. SECTION 7.7 INSURANCE. (a) The Borrower will, at its expense, procure and maintain for the benefit of the Borrower and the Agent, insurance policies issued by such insurance companies, in such amounts, in such 60 form and substance, and with such coverages, endorsements, deductibles and expiration dates as are acceptable to the Agent, providing the following types of insurance covering the Mortgaged Property: (i) "All Risks" property insurance (including broad form flood, broad form earthquake and comprehensive boiler and machinery coverages) on each Building and the contents therein of the Borrower and its Subsidiaries in an amount not less than one hundred percent (100%) of the full replacement cost of each Building and the contents therein of the Borrower and its Subsidiaries or such other amount as the Agent may approve, with deductibles not to exceed $50,000 for any one occurrence, with a replacement cost coverage endorsement, an agreed amount endorsement, and, if requested by the Agent, a contingent liability from operation of building laws endorsement in such amounts as the Agent may require. Full replacement cost as used herein means the cost of replacing the Building (exclusive of the cost of excavations, foundations and footings below the lowest basement floor) and the contents therein of the Borrower and its Subsidiaries without deduction for physical depreciation thereof; (ii) During the course of construction or repair of any Building, the insurance required by clause (i) above shall be written on a builders risk, completed value, non-reporting form, meeting all of the terms required by clause (i) above, covering the total value of work performed, materials, equipment, machinery and supplies furnished, existing structures, and temporary structures being erected on or near the Real Estate, including coverage against collapse and damage during transit or while being stored off-site, and containing a soft costs (including loss of rents) coverage endorsement and a permission to occupy endorsement; (iii) Flood insurance if at any time any Building is located in any federally designated "special hazard area" (including any area having special flood, mudslide and/or flood-related erosion hazards, and shown on a Flood Hazard Boundary Map or a Flood Insurance Rate Map published by the Federal Emergency Management Agency as Zone A, AO, Al-30, AE, A99, AH, VO, V1-30, VE, V, M or E) and the broad form flood coverage required by clause (i) above is not available, in an amount equal to the full replacement cost or the maximum amount then available under the National Flood Insurance Program; (iv) Rent loss insurance in an amount sufficient to recover at least the total estimated gross receipts from all sources of income, including without limitation, rental income, for the Real Estate for a twelve (12) month period; (v) Commercial general liability insurance against claims for personal injury (to include, without limitation, bodily injury and personal and advertising injury) and property damage liability, all on an occurrence basis, if commercially available, with such coverages as the Agent may reasonably request (including, without limitation, contractual liability coverage, completed operations coverage for a period of two (2) years following completion of construction of any 61 improvements on the Real Estate, and coverages equivalent to an ISO broad form endorsement), with a general aggregate limit of not less than $1,000,000, a completed operations aggregate limit of not less than $1,000,000, and a combined single "per occurrence" limit of not less than $1,000,000 for bodily injury, property damage and medical payments; (vi) During the course of construction or repair of any improvements on the Real Estate, owner's contingent or protective liability insurance covering claims not covered by or under the terms or provisions of the insurance required by clause (v) above; (vii) Employer's liability insurance with respect to the Borrower's employees; (viii) Umbrella liability insurance with limits of not less than $10,000,000 to be in excess of the limits of the insurance required by clauses (v), (vi) and (vii) above, with coverage at least as broad as the primary coverages of the insurance required by clauses (v), (vi) and (vii) above, with any excess liability insurance to be at least as broad as the coverages of the lead umbrella policy. All such policies shall be endorsed to provide defense coverage obligations; (ix) Workers' compensation insurance for all employees of the Borrower or its Subsidiaries engaged on or with respect to the Real Estate; and (x) Such other insurance in such form and in such amounts as may from time to time be reasonably required by the Agent against other insurable hazards and casualties which at the time are commonly insured against in the case of properties of similar character and location to the Real Estate. The Borrower shall pay all premiums on insurance policies. The insurance policies with respect to all Mortgaged Property provided for in clauses (v), (vi) and (viii) above shall name the Agent and each Bank as an additional insured and shall contain a cross liability/severability endorsement. The insurance policies provided for in clauses (i), (ii), (iii) and (iv) above shall name the Agent as mortgagee and loss payee, shall be first payable in case of loss to the Agent, and shall contain mortgage clauses and lender's loss payable endorsements in form and substance acceptable to the Agent. The Borrower shall deliver duplicate originals or certified copies of all such policies to the Agent, and the Borrower shall promptly furnish to the Agent all renewal notices and evidence that all premiums or portions thereof then due and payable have been paid. At least thirty (30) days prior to the expiration date of the policies, the Borrower shall deliver to the Banks evidence of continued coverage, including a certificate of insurance, as may be satisfactory to the Agent. (b) All policies of insurance required by this Agreement shall contain clauses or endorsements to the effect that (i) no act or omission of the Borrower or any Subsidiary or anyone acting for the Borrower or any Subsidiary (including, without limitation, any representations made in the procurement of such insurance), which might otherwise result in a 62 forfeiture of such insurance or any part thereof, no occupancy or use of the Real Estate for purposes more hazardous then permitted by the terms of the policy, and no foreclosure or any other change in title to the Real Estate or any part thereof, shall affect the validity or enforceability of such insurance insofar as the Agent is concerned, (ii) the insurer waives any right of set off, counterclaim, subrogation, or any deduction in respect of any liability of the Borrower or any Subsidiary and the Agent, (iii) such insurance is primary and without right of contribution from any other insurance which may be available, (iv) such policies shall not be modified, canceled or terminated prior to the scheduled expiration date thereof without the insurer thereunder giving at least thirty (30) days prior written notice to the Agent by certified or registered mail, and (v) that the Agent or the Banks shall not be liable for any premiums thereon or subject to any assessments thereunder, and shall in all events be in amounts sufficient to avoid any coinsurance liability. (c) The insurance required by this Agreement may be effected through a blanket policy or policies covering additional locations and property of the Borrower and other Persons not included in the Mortgage Property, provided that such blanket policy or policies comply with all of the terms and provisions of this Section 7.7 and contain endorsements or clauses assuring that any claim recovery will not be less than that which a separate policy would provide, including, without limitation, a priority claim provision with respect to property insurance and an aggregate limits of insurance endorsement in the case of liability insurance. (d) All policies of insurance required by this Agreement shall be issued by companies licensed to do business in the State where the policy is issued and also in the states where the Real Estate is located and having a rating in Best's Key Rating Guide of at least "A" and a financial size category of at least "VIII." (e) Neither the Borrower nor any Subsidiary shall carry separate insurance, concurrent in kind or form or contributing in the event of loss, with any insurance required under this Agreement unless such insurance complies with the terms and provisions of this Section 7.7. (f) In the event of any loss or damage to the Mortgaged Property in excess of $50,000, the Borrower shall give immediate written notice to the insurance carrier and the Agent, and the Agent shall furnish a copy of such notice promptly to each of the Banks. The Borrower may make proof of loss and adjust and compromise any claim under insurance policies which is of an amount not more than $500,000.00 so long as no Event of Default has occurred and is continuing and so long as the Borrower shall in good faith diligently pursue such claim. The Borrower hereby irrevocably authorizes and empowers the Agent, at the Agent's option in the Agent's sole discretion or at the request of the Majority Banks in their sole discretion, as attorney in fact for the Borrower, except as provided in the preceding sentence, to make proof of any loss, to adjust and compromise any claim under insurance policies, to appear in and prosecute any action arising from such insurance policies, to collect and receive insurance proceeds, and to deduct therefrom the Agent's expenses incurred in the collection of such proceeds, provided that the Agent agrees to consult with the Borrower prior to taking such action. If the Mortgaged Property is acquired by the Agent or any nominee through foreclosure, deed in lieu of foreclosure or otherwise is acquired from the Borrower, all right, title and interest of the Borrower in and to any insurance policies and unearned premiums thereon and in and to the proceeds thereof resulting from loss or damage to the Mortgaged Property prior to such sale or 63 acquisition shall pass to the Agent or any other successor in interest to the Borrower or purchaser or grantee of the Mortgaged Property. (g) Subject to the terms of the following sentence, the Borrower authorizes the Agent, at the Agent's option or at the request of the Majority Banks in their sole discretion,(i) to apply the balance of such proceeds to the payment of the Obligations of the Borrower whether or not then due, or (ii) if the Agent or the Majority Bank shall require the reconstruction or repair of the Mortgaged Property, to hold the balance of such proceeds to be used to pay all taxes, charges, sewer use fees, water rates and assessments which may be imposed upon the Mortgaged Property and the Obligations of the Borrower as they become due during the course of reconstruction or repair of the Mortgaged Property and to reimburse the Borrower, in accordance with such terms and conditions as Agent may prescribe, for the cost of such reconstruction or repair of the Mortgaged Property, and on completion of such reconstruction or repair to apply any of the excess to the payment of the Obligations of the Borrower. Notwithstanding the foregoing, the Agent shall make such net proceeds available to the Borrower to reconstruct and repair the Mortgaged Property, in accordance with such terms and conditions as the Agent may prescribe for the disbursement of such proceeds to assure completion of such reconstruction or repair provided that (x) no Default or Event of Default shall have occurred and be continuing, (y) the Borrower shall have provided to the Agent additional cash security in an amount equal to the amount reasonably estimated by the Agent to be the amount in excess of such proceeds which will be required to complete such repair or restoration, and (z) the Agent shall determine that such repair or reconstruction can be completed prior to the Maturity Date. (h) The Borrower will, at its expense, procure and maintain insurance covering the Borrower and the Real Estate other than the Mortgaged Property in such amounts and against such risks and casualties as are customary for properties of similar character and location, due regard being given to the type of improvements thereon, their construction, location, use and occupancy. (i) The Borrower shall provide to the Agent for the benefit of the Banks Title Policies for all of the Mortgaged Properties of the Borrower which shall at all times be in an aggregate amount of not less than the total Commitments for the Borrower at the time in effect. Each Title Policy shall also contain, to the extent available, a tie-in endorsement aggregating the insurance coverage provided under all of the policies relating to the Borrower with tie-in endorsements. (j) In connection with the execution by Agent of a Subordination, Non-Disturbance and Attornment Agreement with a tenant, Agent may (but shall not be required to) in the exercise of its good faith judgment agree to allow some or all of the casualty, condemnation or restoration provisions of the applicable Lease to control over the applicable provisions of the Loan Documents. SECTION 7.8 TAXES. The Borrower and each Subsidiary will duly pay and discharge, or cause to be paid and discharged, before the same shall become overdue, all taxes, assessments and other governmental charges imposed upon it and upon the Mortgaged Property and the other Real Estate, sales and activities, or any part thereof, or upon the income or profits therefrom as well as all claims for labor, materials, or supplies that if unpaid might by law become a lien or 64 charge upon any of its property; provided that any such tax, assessment, charge, levy or claim need not be paid if the validity or amount thereof shall currently be contested in good faith by appropriate proceedings and if the Borrower or such Subsidiary shall have set aside on its books adequate reserves with respect thereto; and provided, further that forthwith upon the commencement of proceedings to foreclose any lien that may have attached as security therefor, the Borrower and each Subsidiary of the Borrower either (i) will provide a bond issued by a surety reasonably acceptable to the Agent and sufficient to stay all such proceedings or (ii) if no such bond is provided, will pay each such tax, assessment, charge, levy or claim. SECTION 7.9 INSPECTION OF PROPERTIES AND BOOKS. The Borrower shall permit the Banks, through the Agent or any representative designated by the Agent, at the Borrower's expense to visit and inspect any of the properties of the Borrower or any of its Subsidiaries, to examine the books of account of the Borrower and its Subsidiaries (and to make copies thereof and extracts therefrom) and to discuss the affairs, finances and accounts of the Borrower and its Subsidiaries with, and to be advised as to the same by, its officers, all at such reasonable times and intervals as the Agent or any Bank may reasonably request, provided that so long as no Default or Event of Default shall have occurred and be continuing, the Borrower shall not be required to pay for such visits and inspections more often than once in any twelve (12) month period. The Banks shall use good faith efforts to coordinate such visits and inspections so as to minimize the interference with and disruption to the Borrower's normal business operations. SECTION 7.10 COMPLIANCE WITH LAWS, CONTRACTS, LICENSES, AND PERMITS. The Borrower will comply with, and will cause each of its Subsidiaries to comply in all respects with, (i) all applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (ii) the provisions of its corporate charter, partnership agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (iii) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required by applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties. If at any time while any Loan, Note or Letter of Credit is outstanding or the Banks have any obligation to make Loans or participate in Letters of Credit hereunder, any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower may fulfill any of its obligations hereunder, the Borrower will immediately take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Banks with evidence thereof. SECTION 7.11 USE OF PROCEEDS. Subject to the terms, covenants and conditions set forth herein, the Borrower will use the proceeds of the Loans and the Letters of Credit to the Borrower solely to provide short-term financing (a) for the acquisition of fee interests by the Borrower in Real Estate which is utilized principally for shopping centers, (b) for Capital Improvement Projects, (c) subject to the restrictions set forth in Section 8.9 for development of new shopping centers, the acquisition of undeveloped Real Estate, (d) for general corporate purposes including working capital, (e) to repay outstanding Indebtedness, and (f) for such other purposes as the Majority Banks in their discretion from time to time may agree to in writing. 65 SECTION 7.12 FURTHER ASSURANCES. Each of the Borrower and the Guarantor will cooperate with, and will cause each of its Subsidiaries to cooperate with the Agent and the Banks and execute such further instruments and documents as the Banks or the Agent shall reasonably request to carry out to their satisfaction the transactions contemplated by this Agreement and the other Loan Documents. SECTION 7.13 COMPLIANCE. The Borrower shall operate its business, and shall cause each of its Subsidiaries to operate its business, in compliance with the terms and conditions of this Agreement and the other Loan Documents. The Guarantor shall at all times comply with all requirements of applicable laws necessary to maintain REIT Status and shall operate its business in compliance with the terms and conditions of this Agreement and the other Loan Documents. SECTION 7.14 MANAGEMENT. There shall not occur, without the prior written consent of the Agent, which consent shall not be unreasonably withheld, any material change in management of the Mortgaged Properties (including, without limitation, the hiring of third party managers), provided that so long as the Mortgaged Properties are managed by the Borrower, a change in the internal management personnel of the Borrower shall not be deemed a material change in management. SECTION 7.15 INTEREST RATE CONTRACT(S). The Borrower shall at all times from and after the date hereof maintain in full force and effect, an Interest Rate Contract(s) in form and substance satisfactory to Agent on an amount equal to the lesser of (a) $75,000,000.00 or (b) an amount necessary to insure that not more than twenty-five percent (25%) of all outstanding "Debt" (as hereinafter defined) of Borrower and its Subsidiaries is variable rate Debt. The Interest Rate Contract(s) shall be provided by any Bank which is a party to this Agreement or a bank or other financial institution that has unsecured, uninsured and unguaranteed long-term debt which is rated at least A-3 by Moody's Investor Service, Inc. or at least A- by Standard & Poor's Corporation. The Borrower shall upon the request of the Agent provide to the Agent evidence that the Interest Rate Contract(s) is in effect. Borrower shall assign the Interest Rate Contract(s) to Agent as additional Collateral for the Obligations pursuant to the Assignment of Hedge. For the purposes of this Section 7.15, the term "Debt" shall mean any indebtedness of the Borrower or any of its Subsidiaries, whether or not contingent, and without duplication, in respect of (i) borrowed money evidenced by bonds, notes, debentures or similar instruments or (ii) indebtedness secured by any mortgage, pledge, lien, charge, encumbrance or any security interest existing on property owned by the Borrower or any of its Subsidiaries, to the extent that any such items would appear as a liability on the balance sheet of the Borrower or any of its Subsidiaries in accordance with generally accepted accounting principles (it being understood that Debt shall be deemed to be incurred by the Borrower or any of its Subsidiaries whenever the Borrower or any of its Subsidiaries shall create, assume or otherwise become liable in respect thereof). SECTION 7.16 OWNERSHIP OF REAL ESTATE. Without the prior written consent of the Majority Banks, which consent may be withheld by the Majority Banks in their sole discretion, all interests (whether direct or indirect) of the Borrower or the Guarantor in real estate assets acquired after the date hereof shall be owned directly by the Borrower; provided, however, subject to the restrictions in Section 8.3, the Borrower shall be permitted to own Real Estate through Subsidiaries or joint ventures. 66 SECTION 7.17 MORE RESTRICTIVE AGREEMENTS. Should the Borrower, the Guarantor or any of their respective Subsidiaries enter into or modify any agreements or documents pertaining to any existing or future Indebtedness, Debt Offering or Equity Offering, which agreements or documents include covenants, whether affirmative or negative (or any other provision which may have the same practical effect as any of the foregoing), which are individually or in the aggregate more restrictive against the Borrower, the Guarantor or their respective Subsidiaries than those set forth in Section 8 and Section 9 of this Agreement or the Guaranty, the Borrower shall promptly notify the Agent and, if requested by the Majority Banks, the Borrower, the Agent, and the Majority Banks shall promptly amend this Agreement and the other Loan Documents to include some or all of such more restrictive provisions as determined by the Majority Banks in their sole discretion. Each of the Borrower and Guarantor agree to deliver to the Agent copies of any agreements or documents (or modifications thereof) pertaining to existing or future Indebtedness, Debt Offering or Equity Offering of the Borrower, the Guarantor or any of their respective Subsidiaries as the Agent from time to time may request. Notwithstanding the foregoing, this Section 7.17 shall not apply to covenants contained in any agreements or documents evidencing or securing Non-recourse Indebtedness or covenants in agreements or documents relating to recourse Indebtedness that relate only to specific Real Estate that is collateral for such Indebtedness. SECTION 7.18 GUARANTOR RESTRICTIONS. The Borrower and Guarantor covenant and agree that: Guarantor will at all times (a) be the sole general partner of the Borrower, (b) own not less than fifty-one percent (51%) of the partnership interests in the Borrower, and in any event the largest percentage interest of any partner in the Borrower and (c) be responsible for making all major and day-to-day operational and management decisions to be made by the Borrower in the conduct of its business. Without the prior written consent of Agent, Guarantor shall not own any assets other than its interest in the Borrower as a general partner and a limited partner, cash, Short-term Investments and the property described on Schedule 6.29 hereto. SECTION 8. CERTAIN NEGATIVE COVENANTS OF THE GUARANTOR AND THE BORROWER. The Borrower and the Guarantor, jointly and severally, covenant and agree that, so long as any Loan, Letter of Credit or Note is outstanding or any of the Banks has any obligation to make any Loans or to participate in any Letters of Credit: SECTION 8.1 RESTRICTIONS ON INDEBTEDNESS. Except as permitted in Section 8.1(f) below, the Guarantor will not (other than solely as a result of its status as a general partner of the Borrower) create, incur, assume, guarantee or be or remain liable, contingently or otherwise with respect to any Indebtedness other than the Obligations and any Indebtedness of the Borrower permitted under the terms of this Section 8.1. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume, guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness to the Banks arising under any of the Loan Documents, and Indebtedness and obligations in respect of the Interest Rate Contract required pursuant to Section 7.15; 67 (b) current liabilities of the Borrower or its Subsidiaries incurred in the ordinary course of business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (c) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 7.8; (d) Indebtedness in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (e) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (f) subject to the provisions of Section 9, (i) Non-recourse Indebtedness of the Borrower or any of its Subsidiaries, provided that neither the Borrower nor any of its Subsidiaries shall incur any Non-recourse Indebtedness unless the Borrower shall have provided to the Banks a statement that no Default or Event of Default exists and a Compliance Certificate demonstrating that the Borrower will be in compliance with the covenants referred to therein after giving effect to such incurrence, and environmental indemnities and customary exceptions to exculpatory language shall be permitted in any such Non-recourse Indebtedness, and (ii) Indebtedness of Borrower or Guarantor under environmental indemnities and guarantees with respect to customary exceptions to exculpatory language with respect to Non-recourse Indebtedness of Borrower's Subsidiaries or joint ventures permitted pursuant to Section 8.3(k) (it being agreed that any such indemnity or guaranty shall not cause such Non-recourse Indebtedness to be deemed to be recourse Indebtedness and provided that in the event any claim is made against Borrower, Guarantor or any of its Subsidiaries with respect to such indemnities, guarantees or exceptions, the amount so claimed shall be considered a recourse liability of such Person); (g) Indebtedness in respect of reverse repurchase agreements having a term of not more than 180 days with respect to Investments described in Section 8.3(d) or (e); (h) subject to the provisions of Section 9, other unsecured recourse Indebtedness of the Borrower and its Subsidiaries in an aggregate outstanding principal amount (excluding the Obligations and Indebtedness (not to exceed $50,000,000.00) arising under the Unsecured Revolving Loan Agreement), not exceeding $5,000,000.00; provided that neither the Borrower nor any of its Subsidiaries shall incur any recourse Indebtedness described in this Section 8.1(h) unless the Borrower shall have provided to the Banks a statement that no Default or Event of Default exists and a Compliance Certificate demonstrating that the Borrower will be in compliance with the covenants referred to therein after giving effect to such incurrence; 68 (i) Indebtedness in respect of purchase money financing for equipment, computers and vehicles acquired in the ordinary course of the Borrower's business not exceeding $1,000,000.00; (j) subject to the provisions of Section 9, recourse debt to obtain a construction loan or loans or obligations under completion guarantees in an aggregate amount not exceeding $70,000,000.00; provided that the liability under any completion guaranty shall equal the remaining costs to complete the applicable construction project in excess of construction loan or mezzanine loan proceeds available therefor and any equity deposited or invested for the payment of such costs; (k) Indebtedness of Borrower and its Subsidiaries (not to exceed $50,000,000.00) arising under the Unsecured Revolving Loan Agreement; provided, however, that Indebtedness permitted under this Section 8.1(k) shall not include any Indebtedness arising out of or related to any refinancing or purported refinancing of such Indebtedness under the Unsecured Revolving Loan Agreement; (l) subject to the provisions of Section 9, unsecured Indebtedness of Borrower under guarantees of loans made to employees of Guarantor to purchase stock in Guarantor, provided that such Indebtedness does not exceed $15,000,000.00 in the aggregate; (m) subject to the provisions of Section 9, other unsecured recourse Indebtedness of the Borrower and its Subsidiaries in an aggregate outstanding principal amount not exceeding $5,000,000.00 in connection with the issuance of letters of credit on behalf of Borrower or any of its Subsidiaries; and (n) subject to the provisions of Section 9, unsecured Indebtedness under guarantees to joint venture partners relating to the repurchase of ownership interests of such joint venture partners, provided that such Indebtedness does not exceed $15,000,000.00 in the aggregate, and provided further that any such guaranty may at the option of Agent not be considered as Indebtedness for the purposes of Section 9.2 of this Agreement in the event that Agent shall determine in its sole discretion that circumstances relating to the Real Estate to which such guaranty relates are such that it is not likely that such guaranty would be called upon. SECTION 8.2 RESTRICTIONS ON LIENS, ETC. Neither the Guarantor nor the Borrower will, nor will either of them permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of its property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than 30 days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general 69 creditors; or (e) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; provided that the Borrower, the Guarantor and any Subsidiary of either of them may create or incur or suffer to be created or incurred or to exist: (i) liens in favor of the Borrower or the Guarantor on all or part of the assets of Subsidiaries of such Person (other than Collateral) securing Indebtedness owing by Subsidiaries of such Person to such Person; (ii) liens on properties to secure taxes, assessments and other governmental charges or claims for labor, material or supplies in respect of obligations not overdue; (iii) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, old age pensions or other social security obligations; (iv) liens on properties other than the Mortgaged Property or any interest therein (including the rents, issues and profits therefrom) in respect of judgments, awards or indebtedness, the Indebtedness with respect to which is permitted by Section 8.1(d) or Section 8.1(f); (v) encumbrances on properties other than the Mortgaged Property consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which the Borrower, the Guarantor or a Subsidiary of such Person is a party, and other minor liens or encumbrances none of which interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower, the Guarantor or their Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower or the Guarantor individually or of such Person and its Subsidiaries on a Consolidated basis; (vi) liens on the specific personal property (other than Collateral) acquired by Indebtedness permitted under Section 8.1(i); (vii) liens in favor of the Agent and the Banks under the Loan Documents; (viii) liens and encumbrances on a Mortgaged Property expressly permitted under the terms of the Security Deed relating thereto; and (ix) liens and encumbrances on Real Estate (other than a Mortgaged Property) that is the subject of a construction loan permitted under the terms of Section 8.1(j). 70 SECTION 8.3 RESTRICTIONS ON INVESTMENTS. Neither the Borrower nor the Guarantor will, nor will either of them permit any of its Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments in: (a) marketable direct or guaranteed obligations of the United States of America that mature within one (1) year from the date of purchase by the Borrower or its Subsidiary; (b) marketable direct obligations of any of the following: Federal Home Loan Mortgage Corporation, Student Loan Marketing Association, Federal Home Loan Banks, Federal National Mortgage Association, Government National Mortgage Association, Bank for Cooperatives, Federal Intermediate Credit Banks, Federal Financing Banks, Export-Import Bank of the United States, Federal Land Banks, or any other agency or instrumentality of the United States of America; (c) demand deposits, certificates of deposit, bankers acceptances and time deposits of United States banks having total assets in excess of $100,000,000; provided, however, that the aggregate amount at any time so invested with any single bank having total assets of less than $1,000,000,000 will not exceed $200,000; (d) securities commonly known as "commercial paper" issued by a corporation organized and existing under the laws of the United States of America or any State which at the time of purchase are rated by Moody's Investors Service, Inc. or by Standard & Poor's Corporation at not less than "P 1" if then rated by Moody's Investors Service, Inc., and not less than "A1", if then rated by Standard & Poor's Corporation; (e) mortgage-backed securities guaranteed by the Government National Mortgage Association, the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation and other mortgage-backed bonds which at the time of purchase are rated by Moody's Investors Service, Inc. or by Standard & Poor's Corporation at not less than "Aa" if then rated by Moody's Investors Service, Inc. and not less than "AA" if then rated by Standard & Poor's Corporation; (f) repurchase agreements having a term not greater than 90 days and fully secured by securities described in the foregoing subsection (a), (b) or (e) with banks described in the foregoing subsection (c) or with financial institutions or other corporations having total assets in excess of $500,000,000; (g) shares of so-called "money market funds" registered with the SEC under the Investment Company Act of 1940 which maintain a level per-share value, invest principally in investments described in the foregoing subsections (a) through (f) and have total assets in excess of $50,000,000; (h) Investments in Subsidiaries of the Borrower or the Guarantor, but any Investments in existing Subsidiaries that are not one hundred percent (100%) owned by the Borrower or Guarantor or new Subsidiaries that are not one hundred percent (100%) owned by the Borrower or Guarantor after the date hereof in the aggregate in excess of $30,000,000.00 shall only be made with the consent of the Required Banks. For the purposes hereof only, 28th 71 Street Kentwood Associates and S-12 Associates shall be considered Subsidiaries of the Borrower; (i) Investments in Real Estate permitted under Section 7.11; (j) Subject to the restrictions set forth in Section 8.9, investments in real estate investment trusts which own real property which is used principally for fee interests in Real Estate utilized principally for shopping centers located within the United States, provided that in no event shall the aggregate costs of all Investments pursuant to this Section 8.3(j) exceed the amount set forth with respect thereto in the Borrower's annual budget and business plan delivered to the Agent pursuant to Section 7.4(m); (k) Investments in joint ventures of the Borrower in which the ownership interests of the Borrower are such that such joint venture would not constitute a Subsidiary hereunder and the accounts of which are not consolidated with the accounts of Borrower, which joint ventures are engaged in the ownership of Real Estate or development activity pursuant to Section 8.9, and Investments in mortgages and notes receivables from such joint ventures, provided that in no event shall such Investments (including the principal amount payable pursuant to such notes) exceed $30,000,000.00 in the aggregate without the prior written consent of the Required Banks. For the purposes of this Section 8.3(k) only, notes receivable from joint ventures shall be valued at face value (subject to reduction as a result of payments thereon); and (l) Investments in any common or preferred stock issued by Guarantor which has been repurchased by the Guarantor, Borrower or any of its Subsidiaries, provided that in no event shall such Investments exceed in the aggregate $15,000,000.00 (calculated based upon the consideration given for such stock) unless the respective ratio of Borrower's and Guarantor's Consolidated Total Liabilities to such Person's Consolidated Total Adjusted Asset Value is less than 0.55 to 1 at the time of such Investment and would be less than 0.55 to 1 after giving effect to such Investment. SECTION 8.4 MERGER, CONSOLIDATION. Neither the Borrower nor the Guarantor will, nor will either of them permit any of its Subsidiaries to, become a party to any merger or consolidation except (a) the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower or (b) the merger or consolidation of two or more Subsidiaries of the Borrower. SECTION 8.5 CONDUCT OF BUSINESS. Neither the Borrower nor the Guarantor will conduct any of its business operations other than through the Borrower and its Subsidiaries; provided, however, that subject to Section 8.3(k) and Section 8.9, ownership of Real Estate and development activities may be conducted through Affiliates or joint ventures of the Borrower as provided therein. No reorganizations, spin-offs or new business lines shall be established or occur without the prior written consent of the Majority Banks. SECTION 8.6 COMPLIANCE WITH ENVIRONMENTAL LAWS. Neither the Borrower nor the Guarantor will, nor will either of them permit any of its Subsidiaries, to do any of the following: (a) use any of the Real Estate or any portion thereof as a facility for the handling, processing, storage or disposal of Hazardous Substances, except for small quantities of Hazardous 72 Substances used in the ordinary course of business and in compliance with all applicable Environmental Laws, (b) cause or permit to be located on any of the Real Estate any underground tank or other underground storage receptacle for Hazardous Substances except in full compliance with Environmental Laws, (c) generate any Hazardous Substances on any of the Real Estate except in full compliance with Environmental Laws, (d) conduct any activity at any Real Estate or use any Real Estate in any manner so as to cause a Release of Hazardous Substances on, upon or into the Real Estate or any surrounding properties or any threatened Release of Hazardous Substances which might give rise to liability under CERCLA or any other Environmental Law, or (e) directly or indirectly transport or arrange for the transport of any Hazardous Substances (except in compliance with all Environmental Laws). The Borrower shall: (i) in the event of any change in Environmental Laws governing the assessment, release or removal of Hazardous Substances, which change would lead a prudent lender to require additional testing to avail itself of any statutory insurance or limited liability, take all action (including, without limitation, the conducting of engineering tests at the sole expense of the Borrower) to confirm that no Hazardous Substances are or ever were Released or disposed of on the Mortgaged Property; and (ii) if any Release or disposal of Hazardous Substances shall occur or shall have occurred on the Mortgaged Property (including without limitation any such Release or disposal occurring prior to the acquisition of such Mortgaged Property by the Borrower), cause the prompt containment and removal of such Hazardous Substances and remediation of the Mortgaged Property in full compliance with all applicable laws and regulations and to the satisfaction of the Majority Banks; provided, that the Borrower shall be deemed to be in compliance with Environmental Laws for the purpose of this clause (ii) so long as it or a responsible third party with sufficient financial resources is taking reasonable action to remediate or manage any event of noncompliance to the satisfaction of the Majority Banks and no action shall have been commenced by any enforcement agency. The Majority Banks may engage their own Environmental Engineer to review the environmental assessments and the Borrower's compliance with the covenants contained herein. At any time after an Event of Default shall have occurred hereunder, or, whether or not an Event of Default shall have occurred, at any time that the Agent or the Majority Banks shall have reasonable grounds to believe that a Release or threatened Release of Hazardous Substances may have occurred, relating to any Mortgaged Property, or that any of the Mortgaged Properties is not in compliance with the Environmental Laws, the Agent may at its election (and will at the request of the Majority Banks) obtain such environmental assessments of such Mortgaged Property prepared by an Environmental Engineer as may be necessary or advisable for the purpose of evaluating or confirming (i) whether any Hazardous Substances are present in the soil or water at or adjacent to such Mortgaged Property and (ii) whether the use and operation of such Mortgaged Property comply with all Environmental Laws. Environmental assessments may include detailed visual inspections of such Mortgaged Property including, without 73 limitation, any and all storage areas, storage tanks, drains, dry wells and leaching areas, and the taking of soil samples, as well as such other investigations or analyses as are necessary or appropriate for a complete determination of the compliance of such Mortgaged Property and the use and operation thereof with all applicable Environmental Laws. All such environmental assessments shall be at the sole cost and expense of the Borrower. SECTION 8.7 DISTRIBUTIONS. Neither the Borrower nor the Guarantor shall make any Distributions which would cause it to violate any of the following covenants: (a) The Borrower shall not pay any Distribution to its partners if such Distribution is in excess of the amount which, when added to the amount of all other Distributions paid in the same fiscal quarter and the preceding three (3) fiscal quarters would exceed ninety-five percent (95%) of its Funds from Operations for the four (4) consecutive fiscal quarters ending prior to the quarter in which such Distribution is paid; provided, however, notwithstanding the foregoing, Borrower and Guarantor may, subject to the limitations set forth in this Agreement (including specifically, but without limitation, those contained in ss.ss.8.3(l) and 8.7(b)) make Distributions in order to enable Borrower or Guarantor to repurchase common or preferred stock of Guarantor so long as (i) no Event of Default shall have occurred and be continuing on the date of any such repurchase and (ii) no Default or Event of Default shall occur as a result of any such repurchase. Notwithstanding the foregoing, the Borrower may pay a Distribution to its partners of sums received by it pursuant to the Tax Agreement dated as of May 10, 1996 between Atlantic Realty Trust and RPS Realty Trust; (b) In the event that an Event of Default shall have occurred and be continuing, neither the Borrower nor the Guarantor shall make any Distributions by the Borrower to the Guarantor and by the Guarantor other than the minimum Distributions required under the Code to maintain the REIT Status of the Guarantor, as evidenced by a certification of the principal financial or accounting officer of the Guarantor containing calculations in reasonable detail satisfactory in form and substance to Agent; provided, however, that neither Borrower nor Guarantor shall be entitled to make any Distributions in connection with the repurchase of common or preferred stock of Guarantor at any time after an Event of Default shall have occurred and be continuing; and (c) Notwithstanding the foregoing, at any time when an Event of Default shall have occurred and the maturity of the Obligations has been accelerated, neither the Borrower nor the Guarantor shall make any Distributions whatsoever, directly or indirectly. SECTION 8.8 ASSET SALES. Neither the Borrower, the Guarantor nor any Subsidiary thereof shall sell, transfer or otherwise dispose of any Real Estate (other than a Mortgaged Property) having an Appraised Value in excess of $10,000,000.00 (except as the result of a condemnation or casualty and except for the granting of Permitted Liens) unless there shall have been delivered to the Agent a statement that no Default or Event of Default exists immediately prior to such sale, transfer or other disposition or would exist after giving effect to such sale, transfer or other disposition. SECTION 8.9 DEVELOPMENT ACTIVITY. Neither the Borrower, the Guarantor nor any of their respective Subsidiaries shall engage, directly or indirectly, in any development except as 74 expressly provided in this Section 8.9. The Borrower, the Guarantor or any of their respective Subsidiaries may engage, either directly or, in the case of the Borrower, through any Affiliate of the Borrower, an Investment in which is permitted under Section 8.3(k), in the development of property to be used principally for retail shopping centers which at any time has a total cost (including acquisition, construction and other costs), whether such total costs are incurred directly by the Borrower, the Guarantor or such Subsidiary or through an Investment in an Affiliate permitted under Section 8.3(k), individually for each development project that is not in excess of ten percent (10%) of the Consolidated Total Adjusted Asset Value of the Borrower, and in the aggregate for all development projects that is not in excess of fifteen percent (15%) of the Consolidated Total Adjusted Asset Value of the Borrower, without the prior written consent of the Majority Banks. For the purposes of calculating the cost of developments by Subsidiaries or Affiliates, the cost of such developments shall be based upon the Borrower's interest in such Subsidiaries or Affiliates. For purposes of this Section 8.9, the term "development" shall include the new construction of a shopping center complex or the substantial renovation of improvements to real property which materially change the character or size thereof, but shall not include the addition of amenities or other related facilities to existing Real Estate which is already used principally for shopping centers; provided, however, that the term "development" shall not include the addition of an anchor store to an existing shopping center project provided that the construction of such improvements is performed by the tenant, and the Borrower (or any Affiliate thereof), the Guarantor or its respective Subsidiary, as applicable, is only obligated to reimburse such tenant for a fixed amount with respect to the cost of such construction upon completion of such construction by such tenant. The Borrower and the Guarantor each acknowledges that the decision of the Majority Banks to grant or withhold such consent shall be based on such factors as the Majority Banks deem relevant in their sole discretion, including without limitation, evidence of sufficient funds both from borrowings and equity to complete such development and evidence that the Borrower (or any Affiliate thereof), the Guarantor or either of its Subsidiaries has the resources and expertise necessary to complete such project. Nothing herein shall prohibit the Borrower, the Guarantor or any of their respective Subsidiaries thereof from entering into an agreement to acquire Real Estate which has been developed and initially leased by another Person. Neither the Borrower (or any Affiliate thereof), the Guarantor nor any Subsidiary shall acquire or hold any number of undeveloped parcels of Real Estate which in the aggregate exceed five percent (5%) of the Consolidated Total Adjusted Asset Value of the Borrower and the Guarantor without the prior written consent of the Majority Banks, provided that the acquisition or holding of any outlots or property adjacent to any Real Estate owned by the Borrower (or any Affiliate thereof), the Guarantor or any Subsidiary shall not be deemed to be an undeveloped parcel of Real Estate for this purpose and options to acquire any property shall not be deemed an acquisition or holding of such property. Further, any new development project permitted under the terms of this Section 8.9 engaged in by the Borrower (or any Affiliate thereof), the Guarantor or any Subsidiary shall be either (a) at least seventy percent (70%) pre-leased (based on the gross leasable area of the improvements to the development, or the phase of the development project being developed if the Borrower submits and the Agent agrees that the development consists of more than one (1) phase, excluding outlots), including all anchors, or under a purchase agreement and all construction bids shall be in place and any such development shall continue to be deemed an undeveloped parcel until such time as construction commences, or (b) sufficiently pre-leased such that based on such leases the gross income from such leases upon completion of such project shall equal or exceed projected operating expenses (including reserves for expenses 75 not paid on a monthly basis). For purposes of this Section 8.9, property shall be deemed to be in development at all times that it is Under Development. SECTION 9. FINANCIAL COVENANTS OF THE GUARANTOR AND THE BORROWER. The Borrower and the Guarantor, jointly and severally, covenant and agree that, so long as any Loan, Letter of Credit or Note is outstanding or any Bank has any obligation to make any Loans or to participate in any Letters of Credit, each of them will comply with the following: SECTION 9.1 BORROWING BASE. The Borrower will not permit the Outstanding Loans and Letters of Credit Outstanding as of the date of determination to be greater than the Borrowing Base of the Borrower as determined as of the same date. SECTION 9.2 LIABILITIES TO ASSETS RATIO. Each of the Borrower and the Guarantor will not (i) permit the ratio of its Consolidated Total Liabilities to Consolidated Total Adjusted Asset Value to exceed 0.65 to 1. SECTION 9.3 DEBT SERVICE COVERAGE. The Borrower will not permit the Borrower's Consolidated Operating Cash Flow for the period covered by the four (4) previous consecutive fiscal quarters (treated as a single accounting period) to be less than 1.6 times the Debt Service of the Borrower for such period; provided, however, that for purposes of determining compliance with this covenant, prior to such time as the Borrower has owned and operated a parcel of Real Estate for four (4) full fiscal quarters, the Operating Cash Flow with respect to such parcel of Real Estate for the number of full fiscal quarters which the Borrower has owned and operated such parcel of Real Estate as annualized shall be utilized. For the purpose of calculating Consolidated Operating Cash Flow under this Section 9.3 for any parcel of Real Estate, the Operating Cash Flow Rental Adjustment shall be applied to any parcel of Real Estate affected by any of the events described in the definition of Operating Cash Flow Rental Adjustment. Additionally, for the purposes of calculating Consolidated Operating Cash Flow under this Section 9.3, Operating Cash Flow attributable to any Redevelopment Property shall be included even if such Redevelopment Property is then being valued at cost for the purposes of calculating Borrower's Consolidated Total Adjusted Asset Value. For the purposes of this Section 9.3, the Operating Cash Flow and Debt Service attributable to any Real Estate and the principal indebtedness repaid as a part of such sale shall be excluded from the calculations when such Real Estate is sold. SECTION 9.4 CONSOLIDATED TANGIBLE NET WORTH. The Borrower will not permit its Consolidated Tangible Net Worth to be less than $200,000,000.00 plus seventy-five percent (75%) of any Net Offering Proceeds received by the Borrower or the Guarantor after the date of this Agreement. SECTION 10. CLOSING CONDITIONS. Pursuant to the Prior Credit Agreement, the Borrower executed and delivered various documents to the Agent as a condition to the obligations of the Agent and Fleet to make the initial Loans under the Prior Credit Agreement. Except to the extent expressly amended and replaced as provided in this Section 10, all such documents shall remain in full force and effect, and none of such documents is superseded by the provisions of this Section 10 or any other provision of its Agreement. The obligation of the Agent and the Banks to make further Loans to the Borrower or 76 participate in further Letters of Credit for the benefit of the Borrower is subject to the satisfaction of the following conditions precedent: SECTION 10.1 LOAN DOCUMENTS. The Borrower, the Guarantor and the Subsidiary Guarantors shall have duly executed and delivered to the Agent, except that each Bank shall have received a fully executed counterpart of its Note, each of the Loan Documents to which such Person is a party, each of which shall be in full force and effect and shall be in form and substance satisfactory to the Majority Banks, including, without limitation, the following: (a) Agreement. Two (2) duly executed copies of this Agreement. (b) Indemnity Agreement. One (1) duly executed copy of the Indemnity Agreement. (c) Guaranty. One (1) duly executed copy of the Guaranty, the Subsidiary Guaranty and the Contribution Agreement (Revolver). (d) Amendments to Security Deeds and Assignments of Rents. One (1) duly executed copy of an Amendment to each Security Deed and Assignment of Rents executed and delivered in connection with the Prior Credit Agreement with respect to the Regular Real Estate. (e) Special Security Documents. One (1) duly executed copy of each of the Special Security Documents relating to the properties described on Exhibit E attached hereto. (f) Eligible Real Estate Qualification Documents. All Eligible Real Estate Qualification Documents with respect to each parcel of Mortgaged Property to be included in the Collateral as of the date of this Agreement, if any. (g) Assignment of Hedge. One (1) duly executed copy of the Assignment of Hedge. (h) Agreement of Management Company. One (1) duly executed copy of the Agreement of Management Company. SECTION 10.2 RESOLUTIONS. All action on the part of the Borrower, the Guarantor, or any of their respective Subsidiaries as applicable, necessary for the valid execution, delivery and performance by such Person of this Agreement and the other Loan Documents to which such Person is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Agent shall have been provided to the Agent. The Agent shall have received from the Guarantor true copies of the resolutions adopted by its board of directors authorizing the transactions described herein, certified by its secretary as of a recent date to be true and complete. SECTION 10.3 INCUMBENCY CERTIFICATE; AUTHORIZED SIGNERS. The Agent shall have received incumbency certificates, dated as of the date of this Agreement, signed by a duly authorized officer of the Guarantor (with respect to the Borrower and the Guarantor) and of the Subsidiary Guarantors and giving the name and bearing a specimen signature of each individual who shall be authorized to sign, in the name and on behalf of such Person, each of the Loan Documents to 77 which such Person is or is to become a party. The Agent shall have also received from the Borrower a certificate, dated as of the date of this Agreement, signed by a duly authorized officer of the Borrower and giving the name and specimen signature of each individual who shall be authorized to make Loan and Conversion Requests and to give notices and to take other action on behalf of the Borrower under the Loan Documents. SECTION 10.4 OPINION OF COUNSEL. The Agent shall have received a favorable opinion addressed to the Banks and the Agent and dated as of the date of this Agreement, in form and substance satisfactory to the Banks and the Agent, from counsel of the Borrower, the Guarantor and the Subsidiary Guarantors as to such matters as the Agent shall reasonably request. SECTION 10.5 PERFORMANCE; NO DEFAULT. The Borrower and the Guarantor shall have performed and complied with all terms and conditions herein required to be performed or complied with by it on or prior to the Closing Date, and on the Closing Date there shall exist no Default or Event of Default. SECTION 10.6 REPRESENTATIONS AND WARRANTIES. The representations and warranties made by the Borrower and the Guarantor in the Loan Documents or otherwise made by or on behalf of the Borrower, the Guarantor or any of their respective Subsidiaries in connection therewith or after the date thereof shall have been true and correct in all material respects when made and shall also be true and correct in all material respects on the Closing Date. SECTION 10.7 PROCEEDINGS AND DOCUMENTS. All proceedings in connection with the transactions contemplated by this Agreement and the other Loan Documents shall be reasonably satisfactory to the Agent and the Agent's Special Counsel in form and substance, and the Agent shall have received all information and such counterpart originals or certified copies of such documents and such other certificates, opinions or documents as the Agent and the Agent's Special Counsel may reasonably require. SECTION 10.8 COMPLIANCE CERTIFICATE. A Compliance Certificate dated as of the date of this Agreement demonstrating compliance with each of the covenants calculated therein as of the most recent fiscal quarter end for which the Borrower and the Guarantor has provided financial statements under Section 6.4 adjusted in the best good faith estimate of the Borrower or the Guarantor, as applicable, shall have been delivered to the Agent. SECTION 10.9 STOCKHOLDER AND PARTNER CONSENTS. The Agent shall have received evidence satisfactory to the Agent that all necessary stockholder and partner consents required in connection with the consummation of the transactions contemplated by this Agreement and the other Loan Documents have been obtained. SECTION 10.10 OTHER DOCUMENTS. To the extent requested by the Agent, the Agent shall have received executed copies of all material agreements of any nature whatsoever to which the Borrower, the Guarantor or any Subsidiary is a party affecting or relating to the use, operation, development, construction or management of the Mortgaged Property. SECTION 10.11 NO CONDEMNATION/TAKING. The Agent shall have received written confirmation from the Borrower that no condemnation proceedings are pending or to the Borrower's knowledge threatened against any Mortgaged Property or, if any such proceedings are pending or 78 threatened, identifying the same and the Real Estate affected thereby and the Agent shall have determined that none of such proceedings is or will be material to the Mortgaged Property affected thereby. SECTION 10.12 [Intentionally Omitted]. SECTION 10.13 TITLE INSURANCE UPDATES. The Agent shall have received a "date down" endorsement to each Title Policy with respect to each Mortgaged Property, or with respect to any Special Real Estate if such "date down" endorsement is not available, a current mortgagees' title commitment for such Special Real Estate in favor of Agent. SECTION 10.14 PAYMENT OF FEES. The Borrower shall have paid to the Agent the fees required by Section 4.2. SECTION 10.15 INSURANCE. The Agent shall have received duplicate originals or certified copies of all policies of insurance required by this Agreement. SECTION 10.16 APPRAISALS. The Agent shall have received Appraisals of each of the Mortgaged Properties (other than those for which the existing Appraisal is dated less than 12 months from the date hereof) in form and substance satisfactory to the Agent, completed no earlier than three (3) months prior to the Closing Date, and the Agent shall have determined prior to the Closing Date an Appraised Value for such Mortgaged Properties to assist in determining the Borrowing Base. SECTION 10.17 OTHER. The Agent shall have reviewed such other documents, instruments, certificates, opinions, assurances, consents and approvals as the Agent or the Agent's Special Counsel may reasonably have requested. SECTION 11. CONDITIONS TO ALL BORROWINGS. The obligations of the Banks to make any Loan or to participate in any Letter of Credit, whether on or after the date of this Agreement, shall also be subject to the satisfaction of the following conditions precedent: SECTION 11.1 PRIOR CONDITIONS SATISFIED. All conditions set forth in Section 10 shall continue to be satisfied as of the date upon which any Loan is to be made or any Letter of Credit to be issued. SECTION 11.2 REPRESENTATIONS TRUE; NO DEFAULT. Each of the representations and warranties made by or on behalf of the Borrower, the Guarantor or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true as of the date as of which they were made and shall also be true at and as of the time of the making of such Loan or the issuance of such Letter of Credit, as applicable, with the same effect as if made at and as of that time (except to the extent of changes resulting from transactions contemplated or permitted by this Agreement and the other Loan Documents and changes occurring in the ordinary course of business that singly or in the aggregate are not materially adverse, and except to the extent that such representations and warranties relate expressly to an earlier date) and no Default or Event of Default shall have occurred and be continuing. The Agent shall have received a certificate of the 79 Borrower and the Guarantor signed by an authorized officer of the Borrower and the Guarantor to such effect. SECTION 11.3 NO LEGAL IMPEDIMENT. There shall be no law or regulations thereunder or interpretations thereof that in the reasonable opinion of any Bank would make it illegal for such Bank to make such Loan or to participate in such Letter of Credit. SECTION 11.4 GOVERNMENTAL REGULATION. Each Bank shall have received such statements in substance and form reasonably satisfactory to such Bank as such Bank shall require for the purpose of compliance with any applicable regulations of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System. SECTION 11.5 PROCEEDINGS AND DOCUMENTS. All proceedings in connection with the Loan or the Letter of Credit, as applicable, shall be satisfactory in substance and in form to the Agent, and the Agent shall have received all information and such counterpart originals or certified or other copies of such documents as the Agent may reasonably request. SECTION 11.6 BORROWING DOCUMENTS. In the case of any request for a Loan and/or a Letter of Credit, as applicable, the Agent shall have received the request for a Loan required by Section 2.5 in the form of Exhibit B hereto, fully completed and/or the Letter of Credit Application required by Section 2.7 in the form of Exhibit D hereto fully completed. SECTION 11.7 ENDORSEMENT TO TITLE POLICY. At such time as the Agent shall determine in its discretion, to the extent available under applicable law, a "date down" endorsement to each Title Policy indicating no change in the state of title and containing no survey exceptions not approved by the Majority Banks, which endorsement shall, expressly or by virtue of a proper "revolving credit" clause or endorsement in the Title Policy, increase the coverage of the Title Policy to the aggregate amount of all Loans advanced and outstanding and all Letters of Credit issued and outstanding on or before the effective date of such endorsement (provided that the amount of coverage under an individual Title Policy for an individual Mortgaged Property need not equal the aggregate amount of all Loans), or if such endorsement is not available, such other evidence and assurances as the Agent may reasonably require (which evidence may include, without limitation, an affidavit from the Borrower stating that there have been no changes in title from the date of the last effective date of the Title Policy). SECTION 11.8 FUTURE ADVANCES TAX PAYMENT. The Borrower will pay to the Agent any mortgage, recording, intangible, documentary stamp or other similar taxes and charges which the Agent reasonably determines to be payable as a result of such Loan to any state or any county or municipality thereof in which any of the Mortgaged Properties are located and deliver to the Agent such affidavits or other information which the Agent reasonably determines to be necessary in connection with the payment of such tax, in order to insure that the Security Deeds on Mortgaged Property located in such state secure the Borrower's obligation with respect to the Loans then being requested by the Borrower. The provisions of this Section 11.8 shall be without limitation of the Borrower's obligations under other provisions of the Loan Documents, including, without limitation, Section 15 hereof. 80 SECTION 12. EVENTS OF DEFAULT; ACCELERATION; ETC. SECTION 12.1 EVENTS OF DEFAULT AND ACCELERATION. If any of the following events ("Events of Default" or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, "Defaults") shall occur: (a) the Borrower shall fail to pay any principal of the Loans after the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (b) the Borrower shall fail to pay any interest on the Loans, any reimbursement obligations with respect to the Letters of Credit or any other fees or sums due hereunder or under any of the other Loan Documents, within ten (10) days after the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (c) the Borrower or the Guarantor shall fail to comply with any covenant contained in Section 9, and such failure shall continue for thirty (30) days after written notice thereof shall have been given to the Borrower by the Agent; (d) the Borrower or the Guarantor or any of its Subsidiaries shall fail to perform any other material term, covenant or agreement contained herein or in any of the other Loan Documents (other than those specified above in this Section 12), and such failure shall continue for thirty (30) days after written notice thereof shall have been given to the Borrower by the Agent; provided, however, that in the event that such failure shall be a failure to comply with the terms of Section 8.7(a), the Borrower shall be afforded a period of one (1) fiscal quarter to cure such failure provided that the Distribution which caused such failure was historically consistent with prior dividends; (e) any representation or warranty made by or on behalf of the Borrower, the Guarantor or any of their respective Subsidiaries in this Agreement or any other Loan Document, or in any report, certificate, financial statement, request for a Loan, or in any other document or instrument delivered pursuant to or in connection with this Agreement, any advance of a Loan or any of the other Loan Documents shall prove to have been false in any material respect upon the date when made or deemed to have been made or repeated; (f) the Borrower, the Guarantor or any of their respective Subsidiaries shall fail to pay at maturity, or within any applicable period of grace, any obligation for borrowed money or credit received or other Indebtedness, or fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing any such borrowed money or credit received or other Indebtedness for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof; provided that the events described in this Section 12.1(f) shall not constitute an Event of Default unless such failure to perform, together with other failures to perform as described in this Section 12.1(f), involve singly or in the aggregate obligations for borrowed money or credit received totaling in excess of $5,000,000.00; 81 (g) the Borrower, the Guarantor or any of their respective Subsidiaries, (i) shall make an assignment for the benefit of creditors, or admit in writing its general inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of any such Person or of any substantial part of the assets of any thereof, (ii) shall commence any case or other proceeding relating to any such Person under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or (iii) shall take any action to authorize or in furtherance of any of the foregoing; (h) a petition or application shall be filed for the appointment of a trustee or other custodian, liquidator or receiver of any of the Borrower, the Guarantor or any of their respective Subsidiaries or any substantial part of the assets of any thereof, or a case or other proceeding shall be commenced against any such Person under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, and any such Person shall indicate its approval thereof, consent thereto or acquiescence therein or such petition, application, case or proceeding shall not have been dismissed within sixty (60) days following the filing or commencement thereof; (i) a decree or order is entered appointing any trustee, custodian, liquidator or receiver or adjudicating any of the Borrower, the Guarantor or any of their respective Subsidiaries bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of any such Person in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (j) there shall remain in force, undischarged, unsatisfied and unstayed, for more than (60) days, whether or not consecutive, any uninsured final judgment against any of the Borrower, the Guarantor or any of their respective Subsidiaries that, with other outstanding uninsured final judgments, undischarged, against such Persons exceeds in the aggregate $1,000,000.00; (k) any of the Loan Documents shall be canceled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the Banks, or any action at law, suit in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of the Borrower, the Guarantor, any of their respective Subsidiaries or any of their respective holders of Voting Interests, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the terms thereof; (l) any dissolution, termination, partial or complete liquidation, merger or consolidation of the Borrower or the Guarantor or any of their respective Subsidiaries or any sale, transfer or other disposition of the assets of the Borrower or any of its Subsidiaries other than as permitted under the terms of this Agreement or the other Loan Documents; 82 (m) any suit or proceeding shall be filed against the Borrower, the Guarantor or any of their respective Subsidiaries or any of the Mortgaged Properties which in the good faith business judgment of the Majority Banks after giving consideration to the likelihood of success of such suit or proceeding and the availability of insurance to cover any judgment with respect thereto and based on the information available to them if adversely determined, would have a materially adverse effect on the ability of the Borrower, the Guarantor or any of their respective Subsidiaries to perform each and every one of its obligations under and by virtue of the Loan Documents and such suit or proceeding is not dismissed within sixty (60) days following the filing or commencement thereof; (n) the Borrower shall be indicted for a federal crime, a punishment for which could include the forfeiture of any assets of such Person, including the Mortgaged Property; (o) with respect to any Guaranteed Pension Plan, an ERISA Reportable Event shall have occurred and the Majority Banks shall have determined in their reasonable discretion that such event reasonably could be expected to result in liability of the Borrower, the Guarantor or any of their respective Subsidiaries to the PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding $1,000,000 and such event in the circumstances occurring reasonably could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan; or a trustee shall have been appointed by the United States District Court to administer such Plan or the PBGC shall have instituted proceedings to terminate such Guaranteed Pension Plan; (p) a Change of Control shall occur; (q) either of the President or Chief Executive Officer of the Borrower approved by the Majority Banks as of the date of this Agreement shall cease to be the President or Chief Executive Officer, as applicable, of the Borrower and a competent and experienced successor for such Person shall not be approved by the Agent within six (6) months of such event, such approval not to be unreasonably withheld; (r) any Event of Default, as defined in any of the other Loan Documents, shall occur; or (s) any "Event of Default" (as defined in the Unsecured Revolving Loan Agreement) shall occur; then, and in any such event, the Agent may, and upon the request of the Majority Banks shall, by notice in writing to the Borrower (i) declare all amounts owing with respect to this Agreement, the Notes, the Letters of Credit and the other Loan Documents to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower and (ii) require the Borrower to immediately cash collateralize all outstanding Letters of Credit or obtain replacement letters of credit for such Letters of Credit, all in a manner satisfactory to the Majority Banks; provided that in the event of any Event of Default specified in Section 12.l(g), Section 12.1(h) or Section 12.1(i), all such amounts shall become immediately due and payable automatically and the 83 Borrower shall be required to immediately so cash collateralize or replace all outstanding Letters of Credit forthwith, without any requirement of notice from any of the Banks or the Agent. SECTION 12.2 LIMITATION OF CURE PERIODS. Notwithstanding the provisions of subsections (b), (c) and (d) of Section 12.1, the cure periods provided therein shall not be allowed and the occurrence of a Default thereunder immediately shall constitute an Event of Default for all purposes of this Agreement and the other Loan Documents if, within the period of twelve (12) months immediately preceding the occurrence of such Default, there shall have occurred two periods of cure or portions thereof under any one or more than one of said subsections. SECTION 12.3 CERTAIN CURE PERIODS. (a) In the event that there shall occur any Default under Section 12.1(c), then within five (5) Business Days after receipt of notice of such Default from the Agent or the Majority Banks the Borrower may elect to cure such Default by providing additional Collateral consisting of Potential Collateral, and/or to reduce the outstanding Loans to it, in which event such actions shall be completed not later than fifteen (15) days following the date on which the Borrower is notified that the Majority Banks have approved the Borrower's proposed actions (or thirty (30) days in the event that the Borrower intends to provide additional Mortgaged Property). The Borrower's notice of its election pursuant to the preceding sentence shall be delivered to the Agent within the period of five (5) Business Days provided above. Within five (5) Business Days after receipt of such advice, the Majority Banks shall advise the Borrower as to whether in their good faith judgment the actions proposed by the Borrower are sufficient to cure such Default without the creation of any other Default hereunder. In the event that the Majority Banks determine the Borrower's proposal is insufficient to cure such Default or is otherwise not in accordance with the terms of this Agreement, the Borrower within an additional three (3) Business Days after such negative notice may submit to the Agent an alternative plan or evidence establishing that the Borrower's original election was sufficient. In the event that within the times provided herein the Borrower shall have failed to provide evidence satisfactory to the Majority Banks that the Borrower's proposed actions are sufficient to cure such Default in accordance with the terms hereof, the cure period shall terminate and such Default immediately shall constitute an Event of Default. (b) In the event that the Borrower shall elect in whole or in part under Section 12.3(a) to provide additional Mortgaged Property, (i) the Real Estate to be added to the Collateral shall be Eligible Real Estate and on or prior to the expiration of the 30-day period each of the Eligible Real Estate Qualification Documents shall have been completed at the Borrower's expense and provided to the Agent for the benefit of the Banks, and (ii) the Borrower, in addition to any other amounts payable under this Agreement, shall pay to the Agent within fifteen (15) days following the commencement of such 30-day period a review fee in the amount of $10,000.00, which fee shall be nonrefundable under any circumstances, to be split equally by the Banks without regard to their respective Commitment Percentages. SECTION 12.4 TERMINATION OF COMMITMENTS. If any one or more Events of Default specified in Section 12.1(g), Section 12.1(h) or Section 12.1(i) shall occur, then immediately and without any action on the part of the Agent or any Bank any unused portion of the credit hereunder shall terminate and the Banks shall be relieved of all obligations to make Loans to the Borrower or to participate in Letters of Credit for the account of the Borrower. If any other Event of Default shall have occurred, the Agent, upon the election of the Majority Banks, may by notice to the Borrower terminate the obligation to make Loans to the Borrower or to participate in 84 Letters of Credit for the account of the Borrower. No termination under this Section 12.4 shall relieve the Borrower of its obligations to the Banks arising under this Agreement or the other Loan Documents. SECTION 12.5 REMEDIES. In case any one or more of the Events of Default shall have occurred and be continuing, and whether or not the Banks shall have accelerated the maturity of the Loans pursuant to Section 12.1, the Agent on behalf of the Banks may, with the consent of the Majority Banks but not otherwise, proceed to protect and enforce their rights and remedies under this Agreement, the Notes, the Letters of Credit or any of the other Loan Documents by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, including to the full extent permitted by applicable law the obtaining of the ex parte appointment of a receiver, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right. No remedy herein conferred upon the Agent or the holder of any Note is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of law. In the event that all or any portion of the Obligations is collected by or through an attorney-at-law, the Borrower shall pay all costs of collection including, but not limited to, reasonable attorneys' fees. SECTION 12.6 DISTRIBUTION OF COLLATERAL PROCEEDS. In the event that, following the occurrence or during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of, the Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Agent to protect or preserve the collateral or in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent under this Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent to such monies; (b) Second, to all other Obligations in such order or preference as the Majority Banks shall determine; provided, however, that (i) distributions in respect of such Obligations shall be made pari passu among Obligations with respect to the Agent's fee payable pursuant to Section 4.3 and all other Obligations, (ii) in the event that any Bank shall have wrongfully failed or refused to make an advance under Section 2.6 or Section 2.7(f) and such failure or refusal shall be continuing, advances made by other Banks during the pendency of such failure or refusal shall be entitled to be repaid as to principal and accrued interest in priority to the other Obligations described in this subsection (b), (iii) Obligations owing to the Banks with respect to each type of Obligation such as interest, principal, fees and expenses, shall be made among the Banks pro rata, and (iv) amounts received or realized from the Borrower shall be applied against the 85 Obligations of the Borrower; and provided, further that the Majority Banks may in their discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, to the Hedge Obligations; and (d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto. SECTION 13. SETOFF. Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits (general or specific, time or demand, provisional or final, regardless of currency, maturity, or the branch of where such deposits are held) or other sums credited by or due from any of the Banks to the Borrower or the Guarantor and any securities or other property of the Borrower or the Guarantor in the possession of such Bank may be applied to or set off against the payment of Obligations of such Person and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of such Person to such Bank. Each of the Banks agrees with each other Bank that if such Bank shall receive from the Borrower or the Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Notes held by all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. SECTION 14. THE AGENT. SECTION 14.1 AUTHORIZATION. The Agent is authorized to take such action on behalf of each of the Banks and to exercise all such powers as are hereunder and under any of the other Loan Documents and any related documents delegated to the Agent, together with such powers as are reasonably incident thereto, provided that no duties or responsibilities not expressly assumed herein or therein shall be implied to have been assumed by the Agent. The obligations of the Agent hereunder are primarily administrative in nature, and nothing contained in this Agreement or any of the other Loan Documents shall be construed to constitute the Agent as a trustee for any Bank or to create any agency or fiduciary relationship. Agent shall act as the contractual representative of the Banks hereunder, and notwithstanding the use of the term "Agent" it is understood and agreed that Agent shall not have any fiduciary duties or fiduciary responsibilities to any Bank or by reason of this Agreement or any of the other Loan Documents and is acting as an independent contractor, the duties of which are limited to those expressly set forth in this Loan Agreement and the other Loan Documents. The Borrower and any other Person shall be entitled to conclusively rely on a statement from the Agent that it has the authority to act for and bind the Banks pursuant to this Agreement and the other Loan Documents. The Banks authorize the Agent to enter into the Subordination Agreement on behalf of the Banks. 86 SECTION 14.2 EMPLOYEES AND AGENTS. The Agent may exercise its powers and execute its duties by or through employees or agents and shall be entitled to take, and to rely on, advice of counsel concerning all matters pertaining to its rights and duties under this Agreement and the other Loan Documents. The Agent may utilize the services of such Persons as the Agent may reasonably determine, and all reasonable fees and expenses of any such Persons shall be paid by the Borrower. SECTION 14.3 NO LIABILITY. Neither the Agent nor any of its shareholders, directors, officers or employees nor any other Person assisting them in their duties nor any agent, or employee thereof, shall be liable to any of the Banks for any waiver, consent or approval given or any action taken, or omitted to be taken, in good faith by it or them hereunder or under any of the other Loan Documents, or in connection herewith or therewith, or be responsible for the consequences of any oversight or error of judgment whatsoever, except that the Agent or such other Person, as the case may be, may be liable for losses due to its willful misconduct or gross negligence. SECTION 14.4 NO REPRESENTATIONS. The Agent shall not be responsible for the execution or validity or enforceability of this Agreement, the Notes, any of the other Loan Documents or any instrument at any time constituting, or intended to constitute, collateral security for the Notes, or for the value of any such collateral security or for the validity, enforceability or collectability of any such amounts owing with respect to the Notes, or for any recitals or statements, warranties or representations made herein or in any of the other Loan Documents or in any certificate or instrument hereafter furnished to it by or on behalf of the Borrower, the Guarantor or any of their respective Subsidiaries, or be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements herein or in any other of the Loan Documents. The Agent shall not be bound to ascertain whether any notice, consent, waiver or request delivered to it by the Borrower, the Guarantor or any holder of any of the Notes shall have been duly authorized or is true, accurate and complete. The Agent has not made nor does it now make any representations or warranties, express or implied, nor does it assume any liability to the Banks, with respect to the creditworthiness or financial condition of the Borrower, the Guarantor or any of their respective Subsidiaries or the value of the Collateral or any of the assets of the Borrower, the Guarantor or their respective Subsidiaries. Each Bank acknowledges that it has, independently and without reliance upon the Agent or any other Bank, and based upon such information and documents as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Bank also acknowledges that it will, independently and without reliance upon the Agent or any other Bank, based upon such information and documents as it deems appropriate at the time, continue to make its own credit analysis and decisions in taking or not taking action under this Agreement and the other Loan Documents. SECTION 14.5 PAYMENTS. (a) A payment by the Borrower or the Guarantor to the Agent hereunder or under any of the other Loan Documents for the account of any Bank shall constitute a payment to such Bank. The Agent agrees to distribute to each Bank not later than one Business Day after the Agent's receipt of good funds, determined in accordance with the Agent's customary practices, such Bank's pro rata share of payments received by the Agent for the account of the 87 Banks except as otherwise expressly provided herein or in any of the other Loan Documents. In the event the Agent fails to distribute such amounts within one Business Day as provided above, the Agent shall pay interest on such amount at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. (b) If in the opinion of the Agent the distribution of any amount received by it in such capacity hereunder, under the Notes or under any of the other Loan Documents might involve it in liability, it may refrain from making distribution until its right to make distribution shall have been adjudicated by a court of competent jurisdiction. If a court of competent jurisdiction shall adjudge that any amount received and distributed by the Agent is to be repaid, each Person to whom any such distribution shall have been made shall either repay to the Agent its proportionate share of the amount so adjudged to be repaid or shall pay over the same in such manner and to such Persons as shall be determined by such court. In the event that the Agent shall refrain from making any distribution of any amount received by it as provided in this Section 14.5(b), the Agent shall endeavor to hold such amounts in an interest bearing account and at such time as such amounts may be distributed to the Banks, the Agent shall distribute to each Bank, based on their respective Commitment Percentages, its pro rata share of the interest or other earnings from such deposited amount. (c) Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan Documents, any Bank that fails (i) to make available to the Agent its pro rata share of any Loan or (ii) to comply with the provisions of Section 13 with respect to making dispositions and arrangements with the other Banks, where such Bank's share of any payment received, whether by setoff or otherwise, is in excess of its pro rata share of such payments due and payable to all of the Banks, in each case as, when and to the full extent required by the provisions of this Agreement, shall be deemed delinquent (a "Delinquent Bank") and shall be deemed a Delinquent Bank until such time as such delinquency is satisfied. A Delinquent Bank shall be deemed to have assigned any and all payments due to it from the Borrower, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining nondelinquent Banks for application to, and reduction of, their respective pro rata shares of all outstanding Loans. The Delinquent Bank hereby authorizes the Agent to distribute such payments to the nondelinquent Banks in proportion to their respective pro rata shares of all outstanding Loans. A Delinquent Bank shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans of the nondelinquent Banks or as a result of other payments by the Delinquent Banks to the nondelinquent Banks, the Banks' respective pro rata shares of all outstanding Loans have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. SECTION 14.6 HOLDERS OF NOTES. Subject to the terms of Article 18, the Agent may deem and treat the payee of any Note as the absolute owner or purchaser thereof for all purposes hereof until it shall have been furnished in writing with a different name by such payee or by a subsequent holder, assignee or transferee. SECTION 14.7 INDEMNITY. The Banks ratably hereby agree to indemnify and hold harmless the Agent from and against any and all claims, actions and suits (whether groundless or otherwise), losses, damages, costs, expenses (including any expenses for which the Agent has not been reimbursed by the Borrower as required by Section 15), and liabilities of every nature and character 88 arising out of or related to this Agreement, the Notes, or any of the other Loan Documents or the transactions contemplated or evidenced hereby or thereby, or the Agent's actions taken hereunder or thereunder, except to the extent that any of the same shall be directly caused by the Agent's willful misconduct or gross negligence. SECTION 14.8 AGENT AS BANK. In its individual capacity, Fleet shall have the same obligations and the same rights, powers and privileges in respect to its Commitment and the Loans made by it, and as the holder of any of the Notes as it would have were it not also the Agent. SECTION 14.9 RESIGNATION. The Agent may resign at any time by giving thirty (30) days' prior written notice thereof to the Banks and the Borrower. Upon any such resignation, the Majority Banks shall have the right to appoint as a successor Agent any Bank or any bank whose senior debt obligations are rated not less than "A" or its equivalent by Moody's Investors Service, Inc. or not less than "A" or its equivalent by Standard & Poor's Rating Group Inc. and which has a net worth of not less than $500,000,000. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be any Bank or a bank whose debt obligations are rated not less than "A" or its equivalent by Moody's Investors Service, Inc. or not less than "A" or its equivalent by Standard & Poor's Rating Group Inc. and which has a net worth of not less than $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder as Agent. After any retiring Agent's resignation, the provisions of this Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent. SECTION 14.10 DUTIES IN THE CASE OF ENFORCEMENT. In case one or more Events of Default have occurred and shall be continuing, and whether or not acceleration of the Obligations shall have occurred, the Agent may and shall, if (a) so requested by the Majority Banks and (b) the Banks have provided to the Agent such additional indemnities and assurances against expenses and liabilities as the Agent may reasonably request, proceed to enforce the provisions of the Security Documents authorizing the sale or other disposition of all or any part of the Collateral and exercise all or any such other legal and equitable and other rights or remedies as it may have in respect of such Collateral. The Majority Banks may direct the Agent in writing as to the method and the extent of any such sale or other disposition, the Banks hereby agreeing to indemnify and hold the Agent harmless from all liabilities incurred in respect of all actions taken or omitted in accordance with such directions, provided that the Agent need not comply with any such direction to the extent that the Agent reasonably believes the Agent's compliance with such direction to be unlawful or commercially unreasonable in any applicable jurisdiction. SECTION 14.11 REMOVAL OF AGENT. The Majority Banks may remove the Agent from its capacity as agent in the event of the Agent's willful misconduct or gross negligence. Such removal shall be effective upon appointment and acceptance of a successor agent selected by the Majority Banks. Any successor Agent must satisfy the conditions set forth in Section 14.9. Upon the acceptance 89 of any appointment as agent hereunder by a successor agent, such successor agent shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the removed Agent, and the removed Agent shall be discharged from all further duties and obligations as Agent under this Agreement and the Loan Documents (subject to the Agent's right to be indemnified as provided in the Loan Documents); provided that the Agent shall remain liable to the extent provided herein or in the Loan Documents for its acts or omissions occurring prior to such removal or resignation. The Commitment Percentage of the Bank which is acting as Agent shall not be taken into account in the calculation of Majority Banks for the purposes of removing Agent in the event of the Agent's willful misconduct or gross negligence. SECTION 14.12 RELIANCE ON HEDGE PROVIDER. For purposes of applying payments received in accordance with Section 12.6, the Agent shall be entitled to rely upon the trustee, paying agent or other similar representative (each, a "Representative") or, in the absence of such a Representative, upon the holder of the Hedge Obligations for a determination (which each holder of the Hedge Obligations agrees (or shall agree) to provide upon request of the Agent) of the outstanding Hedge Obligations owed to the holder thereof. Unless it has actual knowledge (including by way of written notice from such holder) to the contrary, the Agent, in acting hereunder, shall be entitled to assume that no Hedge Obligations are outstanding. SECTION 14.13 REQUEST FOR AGENT ACTION. Agent and the Banks acknowledge that in the ordinary course of business of the Borrower, (a) Borrower or the Approved Subsidiaries may enter into leases covering the Collateral that may require the execution of a subordination, attornment and non-disturbance agreement in favor of the tenant thereunder, (b) the Collateral may be subject to a condemnation or other taking, (c) Borrower or the Approved Subsidiaries may desire to enter into easements or other agreements affecting the Collateral, record a subdivision plat, dedicate roads or utilities, or take other actions or enter into other agreements in the ordinary course of business which similarly require the consent, approval or agreement of the Agent. In connection with the foregoing, the Banks hereby expressly authorize the Agent to take any of the following actions which Agent in its good faith judgment determines are appropriate (w) execute and deliver to the Borrower and the Approved Subsidiaries subordination, attornment and non-disturbance agreements with any tenant under a lease upon such terms as Agent in its good faith judgment determines are appropriate (Agent in the exercise of its good faith judgment may agree to allow some or all of the casualty, condemnation, restoration or other provisions of the applicable lease to control over the applicable provisions of the Loan Documents), (x) execute releases of liens of Mortgaged Property as permitted in this Agreement or in connection with any condemnation or other taking, (y) execute consents or subordinations in form and substance satisfactory to Agent in connection with any easements, agreements, plats, dedications or similar matters affecting the Collateral, or (z) execute consents, approvals, or other agreements in form and substance satisfactory to the Agent in connection with such other actions or agreements as may be necessary in the ordinary course of Borrower's or the Approved Subsidiaries' business. SECTION 15. EXPENSES. The Borrower agrees to pay (a) the reasonable costs of producing and reproducing this Agreement, the other Loan Documents and the other agreements and instruments mentioned herein, (b) any taxes (including any interest and penalties in respect thereto) payable by the 90 Agent or any of the Banks (other than taxes based upon the Agent's or any Bank's gross or net income, except that the Agent and the Banks shall be entitled to indemnification for any and all amounts paid by them in respect of taxes based on income or other taxes assessed by any State in which Mortgaged Property or other Collateral is located, such indemnification to be limited to taxes due solely on account of the granting of Collateral under the Security Documents and to be net of any credit allowed to the indemnified party from any other State on account of the payment or incurrence of such tax by such indemnified party), including any recording, mortgage, documentary or intangibles taxes in connection with the Security Deeds and other Loan Documents, or other taxes payable on or with respect to the transactions contemplated by this Agreement, including any such taxes payable by the Agent or any of the Banks after the Closing Date (the Borrower hereby agreeing to indemnify the Agent and each Bank with respect thereto), (c) all title insurance premiums, appraisal fees, engineer's fees, reasonable internal charges of the Agent (determined in good faith and in accordance with the Agent's internal policies applicable generally to its customers) for commercial finance exams and engineering and environmental reviews and the reasonable fees, expenses and disbursements of the counsel to the Agent and any local counsel to the Agent incurred in connection with the preparation, administration or interpretation of the Loan Documents and other instruments mentioned herein (excluding, however, the preparation of agreements evidencing participation granted under Section 18.4), each closing hereunder, and amendments, modifications, approvals, consents or waivers hereto or hereunder, (d) the reasonable fees, expenses and disbursements of the Agent incurred by the Agent in connection with the preparation or interpretation of the Loan Documents and other instruments mentioned herein, and the making of each advance hereunder, (e) all reasonable out-of-pocket expenses (including reasonable attorneys' fees and costs, which attorneys may be employees of any Bank or the Agent and the fees and costs of appraisers, engineers, investment bankers or other experts retained by any Bank or the Agent) incurred by any Bank or the Agent in connection with (i) the enforcement of or preservation of rights under any of the Loan Documents against the Borrower or the Guarantor or the administration thereof after the occurrence of a Default or Event of Default and (ii) any litigation, proceeding or dispute whether arising hereunder or otherwise, in any way related to the Agent's or any of the Bank's relationship with the Borrower or the Guarantor, (f) all reasonable fees, expenses and disbursements of the Agent incurred in connection with UCC searches, UCC filings, title rundowns, title searches or mortgage recordings, (g) all reasonable fees, expenses and disbursements (including reasonable attorneys' fees and costs), which may be incurred by Fleet and the Agent in connection with the execution and delivery of this Agreement and the other Loan Documents, and (h) all reasonable fees and expenses and disbursements (including reasonable attorneys' fees and costs), not to exceed $5,000.00 in the aggregate, which may be incurred by Fleet in connection with each and every assignment of interests in the Loans pursuant to Section 18.1. The covenants of this Section 15 shall survive payment or satisfaction of payment of amounts owing with respect to the Notes. SECTION 16. INDEMNIFICATION. The Borrower and the Guarantor, jointly and severally, agree to indemnify and hold harmless the Agent, the Banks and the Arranger and each director, officer, employee, agent and Person who controls the Agent or any Bank from and against any and all claims, actions and suits, whether groundless or otherwise, and from and against any and all liabilities, losses, damages and expenses of every nature and character arising out of or relating to this Agreement 91 or any of the other Loan Documents or the transactions contemplated hereby and thereby including, without limitation, (a) any leasing fees and any brokerage, finders or similar fees asserted against any Person indemnified under this Section 16 based upon any agreement, arrangement or action made or taken, or alleged to have been made or taken, by the Borrower, the Guarantor or any of their respective Subsidiaries, (b) any condition of the Mortgaged Properties, (c) any actual or proposed use by the Borrower or the Guarantor of the proceeds of any of the Loans, (d) any actual or alleged infringement of any patent, copyright, trademark, service mark or similar right of any of the Borrower, the Guarantor or any of their respective Subsidiaries comprised in the Collateral, (e) the Borrower entering into or performing this Agreement or any of the other Loan Documents, (f) any actual or alleged violation of any law, ordinance, code, order, rule, regulation, approval, consent, permit or license relating to the Mortgaged Property, or (g) with respect to the Borrower, the Guarantor and their respective Subsidiaries and their respective properties and assets, the violation of any Environmental Law, the Release or threatened Release of any Hazardous Substances or any action, suit, proceeding or investigation brought or threatened with respect to any Hazardous Substances (including, but not limited to claims with respect to wrongful death, personal injury or damage to property), in each case including, without limitation, the reasonable fees and disbursements of counsel and allocated costs of internal counsel incurred in connection with any such investigation, litigation or other proceeding; provided, however, that neither the Borrower nor the Guarantor shall be obligated under this Section 16 to indemnify any Person for liabilities arising from such Person's own gross negligence or willful misconduct. In litigation, or the preparation therefor, the Banks, the Agent and the Arranger shall be entitled to select a single nationally recognized law firm as their own counsel and, in addition to the foregoing indemnity, the Borrower and the Guarantor agree to pay promptly the reasonable fees and expenses of such counsel. If, and to the extent that the obligations of the Borrower and the Guarantor under this Section 16 are unenforceable for any reason, the Borrower and the Guarantor hereby agree to make the maximum contribution to the payment in satisfaction of such obligations which is permissible under applicable law. The provisions of this Section 16 shall survive the repayment of the Loans and the termination of the obligations of the Banks hereunder. SECTION 17. SURVIVAL OF COVENANTS, ETC. All covenants, agreements, representations and warranties made herein, in the Notes, in any of the other Loan Documents or in any documents or other papers delivered by or on behalf of the Borrower, the Guarantor or any of their respective Subsidiaries pursuant hereto or thereto shall be deemed to have been relied upon by the Banks and the Agent, notwithstanding any investigation heretofore or hereafter made by any of them, and shall survive the making by the Banks of any of the Loans, as herein contemplated, and shall continue in full force and effect so long as any amount due under this Agreement or the Notes or any of the other Loan Documents remains outstanding or any Bank has any obligation to make any Loans. The indemnification obligations of the Borrower and the Guarantor provided herein and the other Loan Documents shall survive the full repayment of amounts due and the termination of the obligations of the Banks hereunder and thereunder to the extent provided herein and therein. All statements contained in any certificate or other paper delivered to any Bank or the Agent at any time by or on behalf of the Borrower, the Guarantor or any of their respective Subsidiaries pursuant hereto or in connection with the transactions contemplated hereby shall constitute representations and warranties by such Person hereunder. 92 SECTION 18. ASSIGNMENT AND PARTICIPATION. SECTION 18.1 CONDITIONS TO ASSIGNMENT BY BANKS. Except as provided herein, each Bank may assign to one or more banks or other entities all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, and the Notes held by it); provided that (a) the Agent shall have given its prior written consent to such assignment, which consent shall not be unreasonably withheld (provided that such consent shall not be required for any assignment to another Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary of such Bank), (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Bank's rights and obligations under this Agreement, (c) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), a notice of such assignment in the form reasonably required by Agent, together with any Notes subject to such assignment, (d) in no event shall any voting, consent or approval rights of a Bank be assigned to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantor, which rights shall instead be allocated pro rata among the other remaining Banks, (e) such assignee shall have a net worth as of the date of such assignment of not less than $500,000,000 unless otherwise approved by Borrower and Agent, (f) such assignee shall acquire an interest in the Loans of not less than $5,000,000, and (g) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000. Upon such execution, delivery, acceptance and recording, of such notice of assignment, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignment, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in Section 18.2, be released from its obligations under this Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantor. Each assignee shall acquire its interest in the Loans subject to the Subordination Agreement. In the event that, as of result of any such assignment, the Agent in its capacity as a Bank retains an interest in the Loans of less than $15,000,000 and such amount is less than the retained interest of any other Bank, then the Agent shall offer to resign as Agent for the Banks. Upon any such assignment, the Agent may unilaterally amend Schedule 1 to reflect any such assignment. SECTION 18.2 REGISTER. The Agent shall maintain a copy of each assignment delivered to it and a register or similar list (the "Register") for the recordation of the names and addresses of the Banks and the Commitment Percentages of, and principal amount of the Loans owing to the Banks from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the Agent and the Banks may treat each Person whose name is recorded in the Register as a Bank hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and the Banks at any reasonable time and from time to time upon reasonable prior notice. Upon each such recordation, the assigning Bank agrees to pay to the Agent a registration fee in the sum of $2,500. 93 SECTION 18.3 NEW NOTES. Upon its receipt of an assignment executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower and the Banks (other than the assigning Bank). Within five (5) Business Days after receipt of such notice, the Borrower, at its own expense, shall execute and deliver to the Agent, in exchange for each surrendered Note, a new Note to the order of such assignee in an amount equal to the amount assumed by such assignee pursuant to such assignment and, if the assigning Bank has retained some portion of its obligations hereunder, a new Note to the order of the assigning Bank in an amount equal to the amount retained by it hereunder and shall cause the Guarantor to deliver to the Agent an acknowledgment in form and substance satisfactory to the Agent to the effect that the Guaranty extends to and is applicable to each new Note. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such assignment and shall otherwise be in substantially the form of the assigned Notes. The surrendered Notes shall be canceled and returned to the Borrower. SECTION 18.4 PARTICIPATIONS. Each Bank may sell participations to one or more banks or other entities in all or a portion of such Bank's rights and obligations under this Agreement and the other Loan Documents; provided that (a) any such sale or participation shall not affect the rights and duties of the selling Bank hereunder to the Borrower, (b) such participation shall not entitle such participant to any rights or privileges under this Agreement or any Loan Documents, including without limitation, the right to approve waivers, amendments or modifications, (c) such participant shall have no direct rights against the Borrower or the Guarantor except the rights granted to the Banks pursuant to Section 13, (d) such sale is effected in accordance with all applicable laws, and (e) such participant shall not be a Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by the Borrower or the Guarantor. Any Bank which sells a participation shall promptly notify the Agent of such sale and the identity of the purchaser of such interest. SECTION 18.5 PLEDGE BY BANK. Any Bank may at any time pledge all or any portion of its interest and rights under this Agreement (including all or any portion of its Note) to any of the twelve Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341 or, with Agent's prior written approval, to another Person. No such pledge or the enforcement thereof shall release the pledgor Bank from its obligations hereunder or under any of the other Loan Documents. SECTION 18.6 NO ASSIGNMENT BY BORROWER OR GUARANTOR. Neither the Borrower nor the Guarantor shall assign or transfer any of its rights or obligations under any of the Loan Documents without the prior written consent of each of the Banks. SECTION 18.7 DISCLOSURE. The Borrower and the Guarantor each agrees that in addition to disclosures made in accordance with standard banking practices any Bank may disclose information obtained by such Bank pursuant to this Agreement to assignees or participants and potential assignees or participants hereunder. SECTION 18.8 AMENDMENTS TO LOAN DOCUMENTS. Upon any such assignment or participation, the Borrower and the Guarantor shall, upon the request of the Agent, enter into such documents 94 as may be reasonably required by the Agent to modify the Loan Documents to reflect such assignment or participation. SECTION 18.9 MANDATORY ASSIGNMENT. In the event Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request is approved by Agent but is not approved by one or more of the Banks (any such non-consenting Bank shall hereafter be referred to as the "Non-Consenting Bank"), then, within thirty (30) days after Borrower's receipt of notice of such disapproval by such Non-Consenting Bank, Borrower shall have the right as to such Non-Consenting Bank, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank within thirty (30) days of receipt of such notice, to elect to cause the Non-Consenting Bank to transfer its entire Commitment. The Agent shall promptly notify the remaining Banks that each of such Banks shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank (or if any of such Banks does not elect to purchase its pro rata share, then to such remaining Banks in such proportion as approved by the Agent). In the event that the Banks do not elect to acquire all of the Non-Consenting Bank's Commitment, then the Agent shall endeavor to find a new Bank or Banks to acquire such remaining Commitment. Upon any such purchase of the Commitment of the Non-Consenting Bank, the Non-Consenting Bank's interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank shall promptly execute and deliver any and all documents reasonably requested by Agent to surrender and transfer such interest, including, without limitation, an assignment and acceptance agreement in the form and substance reasonably acceptable to Agent and such Non-Consenting Bank's original Note. The purchase price to be paid by the acquiring Banks for the Non-Consenting Bank's Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by Borrower to the Non-Consenting Bank hereunder or under any of the other Loan Documents, including all accrued and unpaid interest or fees which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting Bank's Commitment. No registration fee under Section 18.2 shall be required in connection with such assignment. SECTION 19. NOTICES. Each notice, demand, election or request provided for or permitted to be given pursuant to this Agreement (hereinafter in this Section 19 referred to as "Notice"), but specifically excluding to the maximum extent permitted by law any notices of the institution or commencement of foreclosure proceedings, must be in writing and shall be deemed to have been properly given or served by personal delivery or by sending same by overnight courier or by depositing same in the United States Mail, postpaid and registered or certified, return receipt requested, or as expressly permitted herein, by telegraph, telecopy, telefax or telex, and addressed as follows: 95 If to the Agent or Fleet: Fleet National Bank 100 Federal Street Boston, Massachusetts 02110 Attn: Real Estate Division With a copy to: Fleet National Bank Suite 500 115 Perimeter Center Place, NE Atlanta, Georgia 30346 Attn: Daniel L. Silbert Telecopy No.: (770) 390-8434 and to: McKenna Long & Aldridge LLP 5300 SunTrust Plaza 303 Peachtree Street Atlanta, Georgia 30308 Attn: William F. Timmons, Esq. Telecopy No.: (404) 527-4198 If to the Borrower or the Guarantor: Ramco-Gershenson Properties, L.P. Ramco-Gershenson Properties Trust 27600 Northwestern Highway Southfield, Michigan 48034 Attn: Chief Executive Officer Telecopy No.: (248) 350-9925 With a copy to: Honigman Miller Schwartz & Cohn LLP Suite 225 32270 Telegraph Road Bingham Farms, MI 48025 Attn: Alan M. Hurvitz, Esq. Telecopy No.: (248) 566-8455 to each other Bank a party hereto at the address for such party set forth on the signature page for such Bank, and to each other Bank which may hereafter become a party to this Agreement at such address as may be designated by such Bank. Each Notice shall be effective upon being personally delivered or upon being sent by overnight courier or upon being deposited in the United States Mail as aforesaid. The time period in which a response to such Notice must be 96 given or any action taken with respect thereto (if any), however, shall commence to run from the date of receipt if personally delivered or sent by overnight courier, or if so deposited in the United States Mail, the earlier of three (3) Business Days following such deposit or the date of receipt as disclosed on the return receipt. Rejection or other refusal to accept or the inability to deliver because of changed address for which no notice was given shall be deemed to be receipt of the Notice sent. By giving at least fifteen (15) days prior Notice thereof, the Borrower, a Bank or Agent shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses and each shall have the right to specify as its address any other address within the United States of America. SECTION 20. RELATIONSHIP. Neither the Agent nor any Bank has any fiduciary relationship with or fiduciary duty to the Borrower, the Guarantor or their respective Subsidiaries arising out of or in connection with this Agreement or the other Loan Documents or the transactions contemplated hereunder and thereunder, and the relationship between each Bank and the Borrower is solely that of a lender and borrower, and nothing contained herein or in any of the other Loan Documents shall in any manner be construed as making the parties hereto partners, joint venturers or any other relationship other than lender and borrower. SECTION 21. GOVERNING LAW: CONSENT TO JURISDICTION AND SERVICE. THIS AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED THEREIN, ARE CONTRACTS UNDER THE LAWS OF THE STATE OF MICHIGAN AND SHALL FOR ALL PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF SUCH STATE (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW). THE BORROWER AND THE GUARANTOR EACH AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS OR THE STATE OF MICHIGAN OR ANY FEDERAL COURT SITTING THEREIN AND CONSENT TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWER OR THE GUARANTOR BY MAIL AT THE ADDRESS SPECIFIED IN SECTION 19. THE BORROWER AND THE GUARANTOR EACH HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT. SECTION 22. HEADINGS. The captions in this Agreement are for convenience of reference only and shall not define or limit the provisions hereof. 97 SECTION 23. COUNTERPARTS. This Agreement and any amendment hereof may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, and all of which together shall constitute one instrument. In proving this Agreement it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom enforcement is sought. SECTION 24. ENTIRE AGREEMENT, ETC. The Loan Documents and any other documents executed in connection herewith or therewith express the entire understanding of the parties with respect to the transactions contemplated hereby. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated, except as provided in Section 27. SECTION 25. WAIVER OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS. EACH OF THE BORROWER, THE GUARANTOR, THE AGENT AND THE BANKS HEREBY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT, ANY NOTE OR ANY OF THE OTHER LOAN DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS. EXCEPT TO THE EXTENT EXPRESSLY PROHIBITED BY LAW, THE BORROWER AND THE GUARANTOR EACH HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. THE BORROWER AND THE GUARANTOR EACH (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY BANK OR THE AGENT HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH BANK OR THE AGENT WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (B) ACKNOWLEDGES THAT THE AGENT AND THE BANKS HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH THEY ARE PARTIES BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 25. SECTION 26. DEALINGS WITH THE BORROWER OR THE GUARANTOR. The Banks and their affiliates may accept deposits from, extend credit to and generally engage in any kind of banking, trust or other business with the Borrower, the Guarantor, their respective Subsidiaries or any of their affiliates regardless of the capacity of the Bank hereunder. SECTION 27. CONSENTS, AMENDMENTS, WAIVERS, ETC. Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Agreement may be given and any term of this Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or 98 observance by the Borrower or the Guarantor of any terms of this Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Majority Banks. Notwithstanding the foregoing, (a) none of the following may occur without the written consent of each Bank: a decrease in the rate of interest on the Notes; a change in the Maturity Date of the Notes; an increase in the amount of the Commitments of the Banks except pursuant to Section 18.1 or Section 2.9; a forgiveness, reduction or waiver of the principal of any unpaid Loan or any interest thereon; the postponement of any datE fixed for any payment of principal of or interest on the Loans; a decrease of the amount of any fee (other than late fees) payable to a Bank hereunder; the release of the Borrower, the Guarantor or any Collateral except as otherwise provided herein; a change in the manner of distribution of any payments to the Banks or the Agent; an amendment of the definition of Majority Banks or Required Banks or of any requirement for consent by the Required Banks or all of the Banks; a modification, amendment or waiver of the provisions of Section 9.1 or any of the definitions used therein or any of the definitions used in the definition of "Borrowing Base"; or an amendment of this Section 27 and (b) the provisions of Sections 5.3(b)(vi) and the proviso following Section 5.3(b)(vi), 8.3(k), 9.2 and 9.3 or any of the definitions used therein may not be modified, amended or waived without the written consent of the Required Banks. The amount of the Agent's fee payable for the Agent's account and the provisions of Section 14 may not be amended without the written consenT of the Agent. The Borrower and the Guarantor each agrees to enter into such modifications or amendments of this Agreement or the other Loan Documents as may be reasonably requested by Fleet in connection with the acquisition by each Bank acquiring all or a portion of the Commitment, provided that no such amendment or modification materially affects or increases any of the obligations of the Borrower or the Guarantor hereunder. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower or the Guarantor shall entitle the Borrower and the Guarantor to other or further notice or demand in similar or other circumstances. SECTION 28. SEVERABILITY. The provisions of this Agreement are severable, and if any one clause or provision hereof shall be held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, in such jurisdiction, and shall not in any manner affect such clause or provision in any other jurisdiction, or any other clause or provision of this Agreement in any jurisdiction. SECTION 29. TIME OF THE ESSENCE. Time is of the essence with respect to each and every covenant, agreement and obligation of the Borrower or the Guarantor under this Agreement and the other Loan Documents. SECTION 30. NO UNWRITTEN AGREEMENTS. THE WRITTEN LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF 99 PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. ANY ADDITIONAL TERMS OF THE AGREEMENT BETWEEN THE PARTIES ARE SET FORTH BELOW. SECTION 31. REPLACEMENT OF NOTES. Upon receipt of evidence reasonably satisfactory to Borrower of the loss, theft, destruction or mutilation of any Note, and in the case of any such loss, theft or destruction, upon delivery of an indemnity agreement reasonably satisfactory to Borrower or, in the case of any such mutilation, upon surrender and cancellation of the applicable Note, Borrower will execute and deliver, in lieu thereof, a replacement Note, identical in form and substance to the applicable Note and dated as of the date of the applicable Note and upon such execution and delivery all references in the Loan Documents to such Note shall be deemed to refer to such replacement Note. SECTION 32. TRUST EXCULPATION. Subject to the terms of this paragraph, all persons having a claim against the Guarantor, the general partner of the Borrower whose signature is affixed hereto as said general partner, hereunder or in connection with any matter that is the subject hereof, shall look solely to (i) Guarantors interest and rights in the Borrower (as a general partner, limited partner or otherwise), (ii) the cash and Short-term Investments of Guarantor and the property described in Schedule 6.29 hereto, (iii) any other assets which Guarantor may now own or hereafter acquire with the consent of Agent pursuant to Section 7.18, (iv) all documents and agreements in favor of Guarantor in connection with any of the foregoing, (v) all claims and causes of action arising from or otherwise related to any of the foregoing, and all rights and judgments related to any legal actions in connection with such claims or causes of action, and (vi) all extensions, additions, renewals and replacements, substitutions, products or proceeds of any of the foregoing (the "Existing Assets"), and in no event shall the obligation of the Guarantor be enforceable against any shareholder, trustee, officer, employee or agent of the Guarantor personally. The Agent and the Banks have agreed to the terms of this Section 32 (a) solely based upon the representation and covenant of Borrower and Guarantor that Guarantor does not and will not own any assets other than the Existing Assets, (b) for the limited purpose of allowing Borrower to claim that the Loans are not recourse to Guarantor as a partner of the Borrower within the meaning of IRS Letter Ruling 199906025 (November 17, 1998), and (c) with the agreement of Borrower and Guarantor that the Agent and the Banks shall at all times have full recourse to all assets of Guarantor. Notwithstanding anything in this Section 32 to the contrary, it is the intent of this Agreement and the Loan Documents that Agent and the Banks have full recourse at all times to Guarantor, as a Guarantor and as general partner of Borrower, and to all of its assets at all times, and the foregoing limitation on liability and recourse to Guarantor (as a Guarantor or general partner of Borrower) shall be null and void and of no force and effect, and Agent and the Banks shall have full recourse against Guarantor, individually and in its capacity as general partner of Borrower, and to all of its assets in the event that Guarantor shall now or at any time hereafter own any asset other than or in addition to the Existing Assets. Nothing herein shall limit the rights of Agent and the Banks against the Borrower. 100 [SIGNATURE PAGES FOLLOW] 101 IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as a sealed instrument as of the date first set forth above. RAMCO-GERSHENSON PROPERTIES TRUST, a Maryland real estate investment trust By: ___________________________________ Richard Smith Chief Financial Officer RAMCO-GERSHENSON PROPERTIES, L.P., a Delaware limited partnership By: Ramco-Gershenson Properties Trust, a Maryland real estate investment trust, its General Partner By: ____________________________________ Richard Smith Chief Financial Officer [SIGNATURE PAGES TO UNSECURED REVOLVER] FLEET NATIONAL BANK, Individually and as Agent By: ____________________________________ Daniel L. Silbert Director 2 DEUTSCHE BANK TRUST COMPANY AMERICAS By: ____________________________________ Name:_______________________________ Title:______________________________ 3 BANK ONE, NA, A NATIONAL BANKING ASSOCIATION By: ____________________________________ Name: Elizabeth D. Lilley Title: First Vice President 4 STANDARD FEDERAL BANK N.A. By: ____________________________________ Name:_______________________________ Title:______________________________ 5 HUNTINGTON NATIONAL BANK By: ____________________________________ Name:_______________________________ Title:______________________________ 6 KEYBANK NATIONAL ASSOCIATION By: ____________________________________ Name:_______________________________ Title:______________________________ 7 EXHIBIT A FORM OF FOURTH AMENDED AND RESTATED NOTE $_________________ __________, 2002 FOR VALUE RECEIVED, the undersigned RAMCO-GERSHENSON PROPERTIES, L.P., a Delaware limited partnership, hereby promises to pay to __________________________________ or order, in accordance with the terms of that certain Fourth Amended and Restated Master Revolving Credit Agreement dated as of December ___, 2002 (the "Credit Agreement"), as from time to time in effect, among the undersigned, Fleet National Bank, for itself and as Agent, and such other Banks as may be from time to time named therein, to the extent not sooner paid, on or before the Maturity Date, the principal sum of _______________________________________ Dollars ($______________), or such amount as may be advanced by the payee hereof under the Credit Agreement with daily interest from the date hereof, computed as provided in the Credit Agreement, on the principal amount hereof from time to time unpaid, at a rate per annum on each portion of the principal amount which shall at all times be equal to the rate of interest applicable to such portion in accordance with the Credit Agreement, and with interest on overdue principal and, to the extent permitted by applicable law, on overdue installments of interest and late charges at the rates provided in the Credit Agreement. Interest shall be payable on the dates specified in the Credit Agreement, except that all accrued interest shall be paid at the stated or accelerated maturity hereof or upon the prepayment in full hereof. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Credit Agreement. Payments hereunder shall be made to Fleet National Bank, as Agent for the payee hereof, 100 Federal Street, Boston, Massachusetts 02110 or such other address as may be designated by Agent. This Note is one of one or more Notes evidencing borrowings under and is entitled to the benefits and subject to the provisions of the Credit Agreement. The principal of this Note may be due and payable in whole or in part prior to the maturity date stated above and is subject to mandatory prepayment in the amounts and under the circumstances set forth in the Credit Agreement, and may be prepaid in whole or from time to time in part, all as set forth in the Credit Agreement. Notwithstanding anything in this Note to the contrary, all agreements between the undersigned Borrower and the Banks and the Agent, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the maturity of any of the Obligations or otherwise, shall the interest contracted for, charged or received by the Banks exceed the maximum amount permissible under applicable law. If, from any circumstance whatsoever, interest would otherwise be payable to the Banks in excess of the maximum lawful amount, the interest payable to the Banks shall be reduced to the maximum amount permitted under applicable law; and if from any circumstance the Banks shall ever receive anything of value deemed interest by applicable law in excess of the maximum lawful amount, an amount equal to any excessive interest shall be applied to the reduction of the A-1 principal balance of the Obligations of the undersigned Borrower and to the payment of interest or, if such excessive interest exceeds the unpaid balance of principal of the Obligations of the undersigned Borrower, such excess shall be refunded to the undersigned Borrower. All interest paid or agreed to be paid to the Banks shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the principal of the Obligations of the undersigned Borrower (including the period of any renewal or extension thereof) so that the interest thereon for such full period shall not exceed the maximum amount permitted by applicable law. This paragraph shall control all agreements between the undersigned Borrower and the Banks and the Agent. In case an Event of Default shall occur, the entire principal amount of this Note may become or be declared due and payable in the manner and with the effect provided in said Credit Agreement. In addition to and not in limitation of the foregoing and the provisions of the Credit Agreement hereinabove defined, the undersigned further agrees, subject only to any limitation imposed by applicable law, to pay all expenses, including reasonable attorneys' fees and legal expenses, incurred by the holder of this Note in endeavoring to collect any amounts payable hereunder which are not paid when due, whether by acceleration or otherwise. This Note shall be governed by and construed in accordance with the laws of the State of Michigan (without giving effect to the conflict of laws rules of any jurisdiction). The undersigned maker and all guarantors and endorsers, hereby waive presentment, demand, notice, protest, notice of intention to accelerate the indebtedness evidenced hereby, notice of acceleration of the indebtedness evidenced hereby and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note, except as specifically otherwise provided in the Credit Agreement, and assent to extensions of time of payment or forbearance or other indulgence without notice. Recourse to the general partner of the Borrower shall be limited as provided in Section 32 of the Credit Agreement. This Note is a note executed in amendment and restatement of the "Notes" as such term is defined in the Prior Credit Agreement. IN WITNESS WHEREOF the undersigned has by its duly authorized officers, executed this Note under seal as of the day and year first above written. RAMCO-GERSHENSON PROPERTIES, L.P., a Delaware limited partnership By: Ramco-Gershenson Properties Trust, a Maryland real estate investment trust, its General Partner By:_____________________________________ Title:______________________________ A-2 EXHIBIT B FORM OF REQUEST FOR LOAN Fleet National Bank, for itself and as Agent 115 Perimeter Center Place, N.E. Suite 500 Atlanta, Georgia 30346 Attn: Mr. Daniel L. Silbert Ladies and Gentlemen: Pursuant to the provisions of Section 2.5 of the Fourth Amended and Restated Master Revolving Credit Agreement dated as of December ___, 2002, as from time to time in effect (the "Credit Agreement"), among Ramco-Gershenson Properties, L.P. (the "Borrower"), Ramco-Gershenson Properties Trust (the "Guarantor"), Fleet National Bank, for itself and as Agent, and the other Banks from time to time party thereto, the undersigned Borrower and the Guarantor hereby request and certify as follows: 1. Loan. The undersigned Borrower hereby requests a Loan under Section 2.1 of the Credit Agreement: Principal Amount: $ Type (LIBOR, Base Rate): Drawdown Date: , 200_ Interest Period: by credit to the general account of the undersigned Borrower with the Agent at the Agent's Head Office. 2. Use of Proceeds. Such Loan shall be used for the following purposes permitted by Section 7.11 of the Credit Agreement: [Describe] 3. No Default. The undersigned chief financial or chief accounting officer of the Guarantor and the general partner of the Borrower certifies that each of the Borrower and the Guarantor is and will be in compliance with all covenants under the Loan Documents after giving effect to the making of the Loan requested hereby. No condemnation proceedings are pending or to the undersigned Borrower's knowledge threatened against any Mortgaged Property. 4. Representations True. Each of the representations and warranties made by or on behalf of the Borrower, the Guarantor and their respective Subsidiaries contained in the Credit Agreement, in the other Loan Documents or in any document or instrument delivered pursuant to B-1 or in connection with the Credit Agreement was true as of the date as of which it was made and shall also be true at and as of the Drawdown Date for the Loan requested hereby, with the same effect as if made at and as of such Drawdown Date (except to the extent of changes resulting from transactions contemplated or permitted by the Credit Agreement and the other Loan Documents and changes occurring in the ordinary course of business that singly or in the aggregate are not materially adverse, and except to the extent that such representations and warranties relate expressly to an earlier date) and no Default or Event of Default has occurred and is continuing. 5. Other Conditions. All other conditions to the making of the Loan requested hereby set forth in Section 11 of the Credit Agreement have been satisfied. (Reference title insurance "date down", if applicable). 6. Drawdown Date. Except to the extent, if any, specified by notice actually received by the Agent prior to the Drawdown Date specified above, the foregoing representations and warranties shall be deemed to have been made by the Borrower on and as of such Drawdown Date. 7. Definitions. Terms defined in the Credit Agreement are used herein with the meanings so defined. IN WITNESS WHEREOF, we have hereunto set our hands this ___ day of _____________, 2002. RAMCO-GERSHENSON PROPERTIES, L.P., a Delaware limited partnership By: Ramco-Gershenson Properties Trust, its General Partner By:_____________________________________ Title:______________________________ RAMCO-GERSHENSON PROPERTIES TRUST By:____________________________________________ Title:_____________________________________ B-2 EXHIBIT C FORM OF COMPLIANCE CERTIFICATE Fleet National Bank, for itself and as Agent 115 Perimeter Center Place, N.E. Suite 500 Atlanta, Georgia 30346 Attn: Daniel L. Silbert Ladies and Gentlemen: Reference is made to the Fourth Amended and Restated Master Revolving Credit Agreement dated as of December ___, 2002 (the "Credit Agreement") by and among Ramco-Gershenson Properties, L.P. (the "Borrower"), Ramco-Gershenson Properties Trust (the "Guarantor"), Fleet National Bank, for itself and as Agent, and the other Banks from time to time party thereto. Terms defined in the Credit Agreement and not otherwise defined herein are used herein as defined in the Credit Agreement. Pursuant to the Credit Agreement, the Borrower is furnishing to you herewith (or have most recently furnished to you) the financial statements of the Borrower, the Guarantor and their respective Subsidiaries for the fiscal period ended _____________________ (the "Balance Sheet Date"). Such financial statements have been prepared in accordance with generally accepted accounting principles and present fairly the financial position of the Borrower, the Guarantor and the Subsidiaries covered thereby at the date thereof and the results of their operations for the periods covered thereby, subject in the case of interim statements only to normal year-end audit adjustments. This certificate is submitted in compliance with requirements of Section 7.4(e), Section 7.5(e), Section 8.l(f), or Section 10.8 of the Credit Agreement. If this certificate is provided under a provision other than Section 7.4(e), the calculations provided below are made using the financial statements of the Borrower, the Guarantor and their respective Subsidiaries as of the Balance Sheet Date adjusted in the best good-faith estimate of the Borrower and the Guarantor to give effect to the making of a Loan, acquisition or disposition of property or other event that occasions the preparation of this certificate; and the nature of such event and the Borrower's and the Guarantor's estimate of its effects are set forth in reasonable detail in an attachment hereto. The undersigned officer is the chief financial or chief accounting officer of the Guarantor and of the general partner of the Borrower. The undersigned officers have caused the provisions of the Loan Documents to be reviewed and have no knowledge of any Default or Event of Default. [Note: If the signers do have knowledge of any Default or Event of Default, the form of certificate should be revised to specify the Default or Event of Default and the General Partner, the nature thereof and the actions taken, being taken or proposed to be taken by the Borrower and the Guarantor with respect thereto.] C-1 The Borrower and the Guarantor are providing the attached information to demonstrate compliance as of the date hereof with the covenants described in the attachment hereto. IN WITNESS WHEREOF, we have hereunto set our hand this ____ day of _____________, 200_. RAMCO-GERSHENSON PROPERTIES, L.P., a Delaware limited partnership By: Ramco-Gershenson Properties Trust, its General Partner By: _________________________________ Title: _________________________________ RAMCO-GERSHENSON PROPERTIES TRUST, By: ___________________________________ Title: ____________________________ C-2 APPENDIX A to COMPLIANCE CERTIFICATE A. Outstanding Loans and Letters of Credit of Borrower cannot exceed the Borrowing Base (Section 9.1) 1. Outstanding principal balance of the Loans: 2. Outstanding and undrawn amount of Letters of Credit: 3. Aggregate approved Appraised Values of Mortgaged Properties: 4. Line 3 X 65%: 5. Aggregate Debt Service Coverage Amounts of Mortgaged Properties: 6. Lesser of Line 4 or Line 5 must be > than or = to line 1. B. Borrower and Guarantor Leverage cannot exceed 65% (Section 9.2) Borrower 1. Consolidated Total Liabilities: 2. Consolidated Total Assets per balance sheet (excluding Real Estate that is improved and not Under Development, but including any Redevelopment Property held for less than twelve (12) months): 3. Rolling 4Q Operating Cash Flow from Real Estate that is improved and not Under Development: 4. Consolidated Total Adjusted Asset Value: (line 2 plus line 3 divided by 9.5%): 5. Company Leverage (line 1 divided by line 4): 6. Line 5 cannot exceed .65. Guarantor 1. Consolidated Total Liabilities: 2. Consolidated Total Assets per balance sheet (excluding Real Estate that is improved and not Under Development, but including any Redevelopment Property held for less than twelve (12) months): 3. Rolling 4Q Operating Cash Flow from Real Estate that is improved and not Under Development: 4. Consolidated Total Adjusted Asset Value: (line 2 plus line 3 divided by 9.5%): 5. Company Leverage: (line 1 divided by line 4): 6. Line 5 cannot exceed .65. C. Borrower Debt Service Coverage must exceed 1.6X - rolling 4Q's (Section 9.3) 1. Net Income: 2. Depreciation & Amortization: 3. Interest Expense: C-3 4. Extraordinary/Non-recurring losses: 5. Extraordinary/Non-recurring gains: 6. CapX Reserve Amount ($.10 psf): 7. Operating Cash Flow: (Lines 1+2+3+4-5-6) 8. Debt Service: 9. DSC Ratio: (line 7 divided by line 8) 10. Line 9 must exceed 1.6. D. Borrower Minimum Consolidated Tangible Net Worth (Section 9.4) 1. Consolidated Total Adjusted Asset Value: 2. Consolidated Total Liabilities: 3. Initial Consolidated Tangible Net Worth: (line 1 minus line 2) 4. Book value intangible assets: 5. Write-up of book value of any assets due to revaluation: 6. Consolidated Tangible Net Worth: (line 3 minus the sum of lines 4 and 5) 7. Net Offering Proceeds from offerings after Closing: 8. 75% of line 7: 9. Minimum Consolidated Tangible Net Worth: ($200,000,000 + line 8) 10. Line 6 must be > than or = to line 9. E. Distributions cannot exceed 95% of Funds From Operations (Section 8.7(a)) 1. Current Quarter Distributions: 2. Prior 3 Quarters Distributions: 3. Total Distributions last 4Q's: 4. GAAP Net Income for last 4Q's: 5. Adjustments to Net Income: (exclude financing costs and gains (losses) from debt restructuring and sales of property) 6. Depreciation (other than non-real estate depreciation) and Amortization (other than amortization of deferred financing costs): 7. Other non-cash items: 8. Funds from Operations: (lines 4-5+6+7=) 9. Distributions to Funds from Operations Ratio: (line 3 divided by line 8) 10. Line 9 cannot exceed .95. C-4 EXHIBIT D FORM OF LETTER OF CREDIT APPLICATION D-1 SCHEDULE 1 BANKS AND COMMITMENTS

SCHEDULE 1.1 SPECIAL REAL ESTATE 1. Crestview Corners, Crestview, Florida 2. Crofton Centre, Crofton, Maryland 3. Lantana Plaza, Lantana, Florida 4. Pelican Plaza, Sarasota, Florida 5. Naples Towne Center, Naples, Florida 6. Village Lakes, Land O'Lakes, Florida 7. Southbay Fashion Center, Osprey, Florida SCHEDULE 2 EXAMPLE OF DEBT SERVICE COVERAGE CALCULATION OCF - Mortgaged Properties $19,336,336 Outstandings - Revolver $96,800,000 Greater of: 7 - year Treasury Rate plus 2.0% (_____%) amortized over 25 years____% or 8.5% Debt Service Coverage Amount: $ _______ Coverage: ____x Minimum Coverage 1.60x

SCHEDULE 3 EXISTING LETTERS OF CREDIT (1) $476,000.00 letter of credit issued by Fleet National Bank to The Travelers Insurance Company securing real estate tax escrow obligations. (2) $50,000.00 letter of credit issued by Fleet National Bank to Bankers Trust. (3) $1,500,000.00 letter of credit issued by Fleet National Bank to The Travelers Insurance Company regarding leaseup reserve. SCHEDULE 6.7 LITIGATION [SEE ATTACHED] SCHEDULE 6.15 AFFILIATE TRANSACTIONS 1996 Share Option Plan of Ramco-Gershenson Properties Trust Non-Qualified Stock Option Agreements dated May 10, 1996, September 16, 1998 and March 8, 2000 between Ramco-Gershenson Properties Trust (the "Trust") and each of the following: Joel Gershenson Dennis Gershenson Michael A. Ward Richard Gershenson Bruce Gershenson Employment Agreements dated May 10, 1996 as amended May 10, 2001, as applicable, between Trust and each of the following: Joel Gershenson Dennis Gershenson Michael A. Ward Richard Gershenson Bruce Gershenson Non-Qualified Stock Option Agreements dated June 25, 1996, September 16, 1998 and March 8, 2000 between Trust and Richard Smith Non-Qualified Stock Option Agreements dated June 10, 1997, June 10, 1998, June 9, 1999, and June 7, 2000, June 13, 2001 and June 6, 2002 between Trust and each of the following: Joel Pashcow Mark Rosenfeld Robert Meister Arthur Goldberg Stephen Blank Selwyn Isakow Noncompetition Agreements dated May 10, 1996, between the Trust and each of the following: Joel Gershenson Dennis Gershenson Michael A. Ward Richard Gershenson Bruce Gershenson (collectively, the "Ramco Principals") Registration Rights Agreements dated May 10, 1996, among Trust and the Ramco Principals Tax Agreement dated May 10, 1996, between Atlantic and RPS Option Agreement and Right of First Offer/Refusal dated May 10, 1996 Memorandum of Option Agreement and Right of First Offer/Refusal dated May 10, 1996 North Towne Option Agreement and Right of First Offer/Refusal dated May 10, 1996, between Ramco Lewis Alexis Associates and the Operating Partnership Exchange Rights Agreement dated May 10, 1996, between Operating Partnership and the Ramco Principals Assignment, Assumption and Indemnification Agreement relating to Atlantic dated May 10, 1996, between RPS and Atlantic The 1997 Non-employee Trustee Stock Option Plan Management Services and Reimbursement Agreement dated May 10, 1996 between Ramco-Gershenson, Inc. and Ramco-Gershenson Properties, L.P. Amended and Restated Agreement of Limited Partnership of Ramco-Gershenson Properties, L.P. (Operating Partnership") as amended which lists the following persons as holding a partnership interest directly or by entities controlled by them: Joel Gershenson Dennis Gershenson Michael A. Ward Richard Gershenson Bruce Gershenson The following officers or trustees of Ramco-Gershenson Properties Trust are general partners, limited partners, or shareholders or members in various entities which are provided management and/or accounting services by Ramco-Gershenson, Inc. Joel Gershenson Dennis Gershenson Michael A. Ward Richard Gershenson Bruce Gershenson Joel Pashcow The following officers of Ramco-Gershenson Properties Trust are associated with various family trusts which control entities which are provided management and accounting services from Ramco-Gershenson, Inc. 2 Joel Gershenson Dennis Gershenson Michael A. Ward Richard Gershenson Bruce Gershenson Ramco-Gershenson Properties Trust purchased Directors' and Officers' liability insurance from Aon Risk Services, Inc. of New York, an insurance brokerage firm ("Aon"). In connection with such insurance purchase, Aon received brokerage commission. Mr. Robert A. Meister, who is a member of the Trust's Board of Trustees, is Vice Chairman of Aon Risk Services & Co., an affiliate of Aon. In addition, Mr. Alan Mann, who is Senior Vice President of Aon, is the son-in-law of Mr. Arthur H. Goldberg, who is also a member of the Trust's Board of Trustees. As holders of Operating Partnership units, the following officers of Ramco-Gershenson Properties Trust, may suffer different and more adverse tax consequences than the Company upon the sale or refinancing of any of the Company's properties and, therefore, may have different objectives regarding the appropriate pricing and timing of any sale or refinancing of such properties: Joel Gershenson Dennis Gershenson Michael A. Ward Richard Gershenson Bruce Gershenson Joel Pashcow, trustee, has an interest in Ramco/Shenandoah LLC, a joint venture of Ramco-Gershenson Properties, L.P. Lockup agreements covering 90-day period subsequent to November 5, 2002 with all Trustees and Executive Officers of Ramco-Gershenson Properties Trust. 3 SCHEDULE 6.18 ENVIRONMENTAL MATTERS [SEE ATTACHED] SCHEDULE 6.19 SUBSIDIARIES AND JOINT VENTURES OF THE BORROWER [SEE ATTACHED] SCHEDULE 6.22 AGREEMENTS Fire Protection Agreements at various of the Mortgaged Properties. Management Services and Reimbursement Agreement dated May 10, 1996 between Ramco-Gershenson, Inc. and Ramco-Gershenson Properties, L.P. SCHEDULE 6.29 PROPERTY OF GUARANTOR The assets of the Guarantor, Ramco-Gershenson Properties Trust are comprised solely of the following: Cash Accounts receivable, including distributions received from Ramco-Gershenson Properties, L.P. Prepaid expenses, including capitalized legal fees Investments in subsidiaries: Ramco-Gershenson Properties, L.P. Ramco SPC, Inc. (Related to Ramco Properties Associates Limited Partnership) Ramco SPC II, Inc. (Related to Ramco Virginia Properties LLC (Aquia)) FOURTH AMENDED AND RESTATED MASTER REVOLVING CREDIT AGREEMENT DATED AS OF DECEMBER 30, 2002 among RAMCO-GERSHENSON PROPERTIES, L.P. as Borrower, and RAMCO-GERSHENSON PROPERTIES TRUST, as Guarantor, and FLEET NATIONAL BANK, as a Bank, and THE OTHER BANKS WHICH ARE A PARTY TO THIS AGREEMENT and THE OTHER BANKS WHICH MAY BECOME PARTIES TO THIS AGREEMENT and FLEET NATIONAL BANK, as Agent and FLEET SECURITIES, INC., as Sole Lead Manager and Arranger and KEYBANK NATIONAL ASSOCIATION, as Documentation Agent and BANK ONE, NA, as Syndication Agent TABLE OF CONTENTS
PAGE SECTION 1. DEFINITIONS AND RULES OF INTERPRETATION .................................... 1 Section 1.1 Definitions ................................................ 1 Section 1.2 Rules of Interpretation .................................... 23 SECTION 2. THE REVOLVING CREDIT FACILITY .............................................. 24 Section 2.1 Commitment to Lend ......................................... 24 Section 2.2 Unused Facility Fee ........................................ 24 Section 2.3 Notes ...................................................... 25 Section 2.4 Interest on Loans .......................................... 25 Section 2.5 Requests for Loans ......................................... 26 Section 2.6 Funds for Loans ............................................ 26 Section 2.7 Letters of Credit .......................................... 27 Section 2.8 Optional Reduction of Commitments .......................... 31 Section 2.9 Increase of Commitment ..................................... 32 SECTION 3. REPAYMENT OF THE LOANS ..................................................... 33 Section 3.1 Stated Maturity ............................................ 33 Section 3.2 Mandatory Prepayments ...................................... 33 Section 3.3 Optional Prepayments ....................................... 33 Section 3.4 Partial Prepayments ........................................ 33 Section 3.5 Effect of Prepayments ...................................... 34 Section 3.6 Proceeds from Debt or Equity Offering ...................... 34 SECTION 4. CERTAIN GENERAL PROVISIONS ................................................. 34 Section 4.1 Conversion Options ......................................... 34 Section 4.2 Commitment and Syndication Fee ............................. 35 Section 4.3 Agent's Fee ................................................ 35 Section 4.4 Funds for Payments ......................................... 35 Section 4.5 Computations ............................................... 35 Section 4.6 Inability to Determine LIBOR Rate .......................... 36 Section 4.7 Illegality ................................................. 36 Section 4.8 Additional Interest ........................................ 36 Section 4.9 Additional Costs, Etc ...................................... 37
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PAGE Section 4.10 Capital Adequacy ........................................... 38 Section 4.11 Indemnity of Borrower ...................................... 38 Section 4.12 Interest on Overdue Amounts; Late Charge ................... 38 Section 4.13 HLT Classification ......................................... 39 Section 4.14 Certificate ................................................ 39 Section 4.15 Limitation on Interest ..................................... 39 SECTION 5. COLLATERAL SECURITY ........................................................ 40 Section 5.1 Collateral ................................................. 40 Section 5.2 Appraisals ................................................. 40 Section 5.3 Release of Collateral ...................................... 41 Section 5.4 Substitution of Mortgaged Property ......................... 42 Section 5.5 Addition of Mortgaged Properties ........................... 42 Section 5.6 Mandatory Increase in Borrowing Base ....................... 43 Section 5.7 Non-Encumbrance ............................................ 43 Section 5.8 Special Security Documents ................................. 43 SECTION 6. REPRESENTATIONS AND WARRANTIES OF THE GUARANTOR AND THE BORROWER ........... 44 Section 6.1 Corporate Authority, Etc ................................... 44 Section 6.2 Governmental Approvals ..................................... 45 Section 6.3 Title to Properties; Lease ................................. 45 Section 6.4 Financial Statements ....................................... 46 Section 6.5 No Material Changes ........................................ 46 Section 6.6 Franchises, Patents, Copyrights, Etc ....................... 46 Section 6.7 Litigation ................................................. 46 Section 6.8 No Materially Adverse Contracts, Etc ....................... 47 Section 6.9 Compliance with Other Instruments, Laws, Etc ............... 47 Section 6.10 Tax Status ................................................. 47 Section 6.11 No Event of Default ........................................ 47 Section 6.12 Holding Company and Investment Company Acts ................ 47 Section 6.13 Absence of UCC Financing Statements, Etc ................... 47
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PAGE Section 6.14 Setoff, Etc ................................................ 48 Section 6.15 Certain Transactions ....................................... 48 Section 6.16 Employee Benefit Plans ..................................... 48 Section 6.17 Regulations T, U and X ..................................... 48 Section 6.18 Environmental Compliance ................................... 48 Section 6.19 Subsidiaries and Joint Ventures ............................ 50 Section 6.20 Leases ..................................................... 50 Section 6.21 Loan Documents ............................................. 50 Section 6.22 Mortgaged Property ......................................... 50 Section 6.23 Brokers .................................................... 53 Section 6.24 Other Debt ................................................. 53 Section 6.25 Solvency ................................................... 54 Section 6.26 Contribution Agreement ..................................... 54 Section 6.27 No Fraudulent Intent ....................................... 54 Section 6.28 Transaction in Best Interests of Borrower; Consideration ... 54 Section 6.29 Partners and the Guarantor ................................. 54 Section 6.30 Principal Documents ........................................ 55 SECTION 7. AFFIRMATIVE COVENANTS OF THE GUARANTOR AND THE BORROWER .................... 55 Section 7.1 Punctual Payment ........................................... 55 Section 7.2 Maintenance of Office ...................................... 55 Section 7.3 Records and Accounts ....................................... 55 Section 7.4 Financial Statements, Certificates and Information ......... 55 Section 7.5 Notices .................................................... 58 Section 7.6 Existence; Maintenance of Properties ....................... 60 Section 7.7 Insurance .................................................. 60 Section 7.8 Taxes ...................................................... 64 Section 7.9 Inspection of Properties and Books ......................... 65 Section 7.10 Compliance with Laws, Contracts, Licenses, and Permits ..... 65 Section 7.11 Use of Proceeds ............................................ 65
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PAGE Section 7.12 Further Assurances ......................................... 66 Section 7.13 Compliance ................................................. 66 Section 7.14 Management ................................................. 66 Section 7.15 Interest Rate Contract(s) .................................. 66 Section 7.16 Ownership of Real Estate ................................... 66 Section 7.17 More Restrictive Agreements ................................ 67 Section 7.18 Guarantor Restrictions ..................................... 67 SECTION 8. CERTAIN NEGATIVE COVENANTS OF THE GUARANTOR AND THE BORROWER ............... 67 Section 8.1 Restrictions on Indebtedness ............................... 67 Section 8.2 Restrictions on Liens, Etc ................................. 69 Section 8.3 Restrictions on Investments ................................ 70 Section 8.4 Merger, Consolidation ...................................... 72 Section 8.5 Conduct of Business ........................................ 72 Section 8.6 Compliance with Environmental Laws ......................... 72 Section 8.7 Distributions .............................................. 74 Section 8.8 Asset Sales ................................................ 74 Section 8.9 Development Activity ....................................... 74 SECTION 9. FINANCIAL COVENANTS OF THE GUARANTOR AND THE BORROWER ...................... 76 Section 9.1 Borrowing Base ............................................. 76 Section 9.2 Liabilities to Assets Ratio ................................ 76 Section 9.3 Debt Service Coverage ...................................... 76 Section 9.4 Consolidated Tangible Net Worth ............................ 76 SECTION 10. CLOSING CONDITIONS ......................................................... 76 Section 10.1 Loan Documents ............................................. 77 Section 10.2 Resolutions ................................................ 77 Section 10.3 Incumbency Certificate; Authorized Signers ................. 77 Section 10.4 Opinion of Counsel ......................................... 78 Section 10.5 Performance; No Default .................................... 78 Section 10.6 Representations and Warranties ............................. 78
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PAGE Section 10.7 Proceedings and Documents .................................. 78 Section 10.8 Compliance Certificate ..................................... 78 Section 10.9 Stockholder and Partner Consents ........................... 78 Section 10.10 Other Documents ............................................ 78 Section 10.11 No Condemnation/Taking ..................................... 78 Section 10.12 [Intentionally Omitted] .................................... 79 Section 10.13 Title Insurance Updates .................................... 79 Section 10.14 Payment of Fees ............................................ 79 Section 10.15 Insurance .................................................. 79 Section 10.16 Appraisals ................................................. 79 Section 10.17 Other ...................................................... 79 SECTION 11. CONDITIONS TO ALL BORROWINGS ............................................... 79 Section 11.1 Prior Conditions Satisfied ................................. 79 Section 11.2 Representations True; No Default ........................... 79 Section 11.3 No Legal Impediment ........................................ 80 Section 11.4 Governmental Regulation .................................... 80 Section 11.5 Proceedings and Documents .................................. 80 Section 11.6 Borrowing Documents ........................................ 80 Section 11.7 Endorsement to Title Policy ................................ 80 Section 11.8 Future Advances Tax Payment ................................ 80 SECTION 12. EVENTS OF DEFAULT; ACCELERATION; ETC ....................................... 81 Section 12.1 Events of Default and Acceleration ......................... 81 Section 12.2 Limitation of Cure Periods ................................. 84 Section 12.3 Certain Cure Periods ....................................... 84 Section 12.4 Termination of Commitments ................................. 84 Section 12.5 Remedies ................................................... 85 Section 12.6 Distribution of Collateral Proceeds ........................ 85 SECTION 13. SETOFF ..................................................................... 86 SECTION 14. THE AGENT .................................................................. 86 Section 14.1 Authorization .............................................. 86
-v- TABLE OF CONTENTS (continued)
PAGE Section 14.2 Employees and Agents ....................................... 87 Section 14.3 No Liability ............................................... 87 Section 14.4 No Representations ......................................... 87 Section 14.5 Payments ................................................... 87 Section 14.6 Holders of Notes ........................................... 88 Section 14.7 Indemnity .................................................. 88 Section 14.8 Agent as Bank .............................................. 89 Section 14.9 Resignation ................................................ 89 Section 14.10 Duties in the Case of Enforcement .......................... 89 Section 14.11 Removal of Agent ........................................... 89 Section 14.12 Reliance on Hedge Provider ................................. 90 Section 14.13 Request for Agent Action ................................... 90 SECTION 15. EXPENSES ................................................................... 90 SECTION 16. INDEMNIFICATION ............................................................ 91 SECTION 17. SURVIVAL OF COVENANTS, ETC ................................................. 92 SECTION 18. ASSIGNMENT AND PARTICIPATION ............................................... 93 Section 18.1 Conditions to Assignment by Banks .......................... 93 Section 18.2 Register ................................................... 93 Section 18.3 New Notes .................................................. 94 Section 18.4 Participations ............................................. 94 Section 18.5 Pledge by Bank ............................................. 94 Section 18.6 No Assignment by Borrower or Guarantor ..................... 94 Section 18.7 Disclosure ................................................. 94 Section 18.8 Amendments to Loan Documents ............................... 94 Section 18.9 Mandatory Assignment ....................................... 95 SECTION 19. NOTICES .................................................................... 95 SECTION 20. RELATIONSHIP ............................................................... 97 SECTION 21. GOVERNING LAW: CONSENT TO JURISDICTION AND SERVICE ......................... 97 SECTION 22. HEADINGS ................................................................... 97 SECTION 23. COUNTERPARTS ............................................................... 98
-vi- TABLE OF CONTENTS (continued) SECTION 24. ENTIRE AGREEMENT, ETC ...................................................... 98 SECTION 25. WAIVER OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS ............................. 98 SECTION 26. DEALINGS WITH THE BORROWER OR THE GUARANTOR ................................ 98 SECTION 27. CONSENTS, AMENDMENTS, WAIVERS, ETC ......................................... 98 SECTION 28. SEVERABILITY ............................................................... 99 SECTION 29. TIME OF THE ESSENCE ........................................................ 99 SECTION 30. NO UNWRITTEN AGREEMENTS .................................................... 99 SECTION 31. REPLACEMENT OF NOTES ....................................................... 100 SECTION 32. TRUST EXCULPATION .......................................................... 100

-vii- EXHIBITS AND SCHEDULES EXHIBIT A - FORM OF FOURTH AMENDED AND RESTATED NOTE EXHIBIT B - FORM OF REQUEST OF LOAN EXHIBIT C - FORM OF COMPLIANCE CERTIFICATE EXHIBIT D - FORM OF LETTER OF CREDIT APPLICATION SCHEDULE 1 - BANKS AND COMMITMENTS SCHEDULE 1.1 - SPECIAL REAL ESTATE SCHEDULE 2 - EXAMPLE OF CALCULATION OF DEBT SERVICE COVERAGE AMOUNT SCHEDULE 3 - EXISTING LETTERS OF CREDIT SCHEDULE 6.7 - LITIGATION SCHEDULE 6.15 - AFFILIATE TRANSACTIONS SCHEDULE 6.18 - ENVIRONMENTAL MATTERS SCHEDULE 6.19 - SUBSIDIARIES OF THE BORROWER AND GUARANTOR SCHEDULE 6.22 - AGREEMENTS SCHEDULE 6.29 - PROPERTY OF GUARANTOR -viii- EX-10.49 6 k74377exv10w49.txt 4TH AMENDED AND RESTATED NOTE, DECEMBER 30, 2002 EXHIBIT 10.49 FOURTH AMENDED AND RESTATED NOTE $35,000,000.00 December 30, 2002 FOR VALUE RECEIVED, the undersigned RAMCO-GERSHENSON PROPERTIES, L.P., a Delaware limited partnership, hereby promises to pay to FLEET NATIONAL BANK, a national banking association, or order, in accordance with the terms of that certain Fourth Amended and Restated Master Revolving Credit Agreement dated as of December 30, 2002 (the "Credit Agreement"), as from time to time in effect, among the undersigned, Fleet National Bank, for itself and as Agent, and such other Banks as may be from time to time named therein, to the extent not sooner paid, on or before the Maturity Date, the principal sum of THIRTY-FIVE MILLION AND NO/100 DOLLARS ($35,000,000.00), or such amount as may be advanced by the payee hereof under the Credit Agreement with daily interest from the date hereof, computed as provided in the Credit Agreement, on the principal amount hereof from time to time unpaid, at a rate per annum on each portion of the principal amount which shall at all times be equal to the rate of interest applicable to such portion in accordance with the Credit Agreement, and with interest on overdue principal and, to the extent permitted by applicable law, on overdue installments of interest and late charges at the rates provided in the Credit Agreement. Interest shall be payable on the dates specified in the Credit Agreement, except that all accrued interest shall be paid at the stated or accelerated maturity hereof or upon the prepayment in full hereof. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Credit Agreement. Payments hereunder shall be made to Fleet National Bank, as Agent for the payee hereof, 100 Federal Street, Boston, Massachusetts 02110 or such other address as may be designated by Agent. This Note is one of one or more Notes evidencing borrowings under and is entitled to the benefits and subject to the provisions of the Credit Agreement. The principal of this Note may be due and payable in whole or in part prior to the maturity date stated above and is subject to mandatory prepayment in the amounts and under the circumstances set forth in the Credit Agreement, and may be prepaid in whole or from time to time in part, all as set forth in the Credit Agreement. Notwithstanding anything in this Note to the contrary, all agreements between the undersigned Borrower and the Banks and the Agent, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the maturity of any of the Obligations or otherwise, shall the interest contracted for, charged or received by the Banks exceed the maximum amount permissible under applicable law. If, from any circumstance whatsoever, interest would otherwise be payable to the Banks in excess of the maximum lawful amount, the interest payable to the Banks shall be reduced to the maximum amount permitted under applicable law; and if from any circumstance the Banks shall ever receive anything of value deemed interest by applicable law in excess of the maximum lawful amount, an amount equal to any excessive interest shall be applied to the reduction of the principal balance of the Obligations of the undersigned Borrower and to the payment of interest or, if such excessive interest exceeds the unpaid balance of principal of the Obligations of the undersigned Borrower, such excess shall be refunded to the undersigned Borrower. All interest paid or agreed to be paid to the Banks shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the principal of the Obligations of the undersigned Borrower (including the period of any renewal or extension thereof) so that the interest thereon for such full period shall not exceed the maximum amount permitted by applicable law. This paragraph shall control all agreements between the undersigned Borrower and the Banks and the Agent. In case an Event of Default shall occur, the entire principal amount of this Note may become or be declared due and payable in the manner and with the effect provided in said Credit Agreement. In addition to and not in limitation of the foregoing and the provisions of the Credit Agreement hereinabove defined, the undersigned further agrees, subject only to any limitation imposed by applicable law, to pay all expenses, including reasonable attorneys' fees and legal expenses, incurred by the holder of this Note in endeavoring to collect any amounts payable hereunder which are not paid when due, whether by acceleration or otherwise. This Note shall be governed by and construed in accordance with the laws of the State of Michigan (without giving effect to the conflict of laws rules of any jurisdiction). The undersigned maker and all guarantors and endorsers, hereby waive presentment, demand, notice, protest, notice of intention to accelerate the indebtedness evidenced hereby, notice of acceleration of the indebtedness evidenced hereby and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note, except as specifically otherwise provided in the Credit Agreement, and assent to extensions of time of payment or forbearance or other indulgence without notice. Recourse to the general partner of the Borrower shall be limited as provided in Section 32 of the Credit Agreement. This Note is a note executed in amendment and restatement of the "Notes" as such term is defined in the Prior Credit Agreement. [SIGNATURE PAGE FOLLOWS] 2 IN WITNESS WHEREOF the undersigned has by its duly authorized officers, executed this Note under seal as of the day and year first above written. RAMCO-GERSHENSON PROPERTIES, L.P., a Delaware limited partnership By: Ramco-Gershenson Properties Trust, a Maryland real estate investment trust, its General Partner By:_________________________________ Title:___________________________ 3 EX-10.50 7 k74377exv10w50.txt 2ND AMENDED AND RESTATED UNSECURED TERM LOAN AGRMT EXHIBIT 10.50 SECOND AMENDED AND RESTATED UNSECURED REVOLVING LOAN AGREEMENT DATED AS OF DECEMBER 30, 2002 among RAMCO-GERSHENSON PROPERTIES, L.P. as Borrower, and RAMCO-GERSHENSON PROPERTIES TRUST, as Guarantor, and FLEET NATIONAL BANK as a Bank, and THE OTHER BANKS WHICH ARE A PARTY TO THIS AGREEMENT and THE OTHER BANKS WHICH MAY BECOME PARTIES TO THIS AGREEMENT and FLEET NATIONAL BANK as Agent SECOND AMENDED AND RESTATED UNSECURED REVOLVING LOAN AGREEMENT This SECOND AMENDED AND RESTATED UNSECURED REVOLVING LOAN AGREEMENT is made as of the 30th day of December, 2002 by and among RAMCO-GERSHENSON PROPERTIES, L.P. (the "Borrower"), a Delaware limited partnership, RAMCO-GERSHENSON PROPERTIES TRUST (the "Guarantor"), a Maryland real estate investment trust, FLEET NATIONAL BANK, a national banking association ("Fleet"), KEYBANK NATIONAL ASSOCIATION, and the other lending institutions that are a party hereto, and the other lending institutions which may become parties hereto pursuant to Section 18 (the "Banks"), and FLEET NATIONAL BANK, a national banking association, as Agent for the Banks (the "Agent"). RECITALS WHEREAS, the Borrower, Guarantor, Fleet and Fleet, as Agent, entered into that certain First Amended and Restated Unsecured Term Loan Agreement dated as of September 29, 2000, as amended pursuant to that certain First Amendment to First Amended and Restated Unsecured Term Loan Agreement and Other Loan Documents dated as of February 15, 2002 and that certain Second Amendment to First Amended and Restated Unsecured Term Loan Agreement and Other Loan Documents dated as of October 15, 2002 (as amended, the "Prior Credit Agreement"); WHEREAS, the Borrower is indebted to Fleet and certain other banks (the "Prior Banks") in respect of loans made to the Borrower pursuant to the Prior Credit Agreement; WHEREAS, the Borrower, the Guarantor, Fleet, the other Banks and the Agent desire to amend and restate the Prior Credit Agreement to, among other things, convert the Prior Credit Agreement from a term loan agreement to a revolving credit agreement, it being understood that the loans heretofore made to the Borrower under the Prior Credit Agreement shall continue to remain outstanding and that this Agreement is an amendment and restatement of the Prior Credit Agreement which shall remain in full force and effect, as amended and restated in its entirety hereby; NOW, THEREFORE, in consideration of the terms and conditions herein, and of any loans, advances, or extensions of credit heretofore, now or hereafter made to or for the benefit of the Borrower by the Banks, the parties hereto hereby amend and restate the Prior Credit Agreement in its entirety and agree as follows: SECTION 1. DEFINITIONS AND RULES OF INTERPRETATION. SECTION 1.1. DEFINITIONS. The following terms shall have the meanings set forth in this Section 1 or elsewhere in the provisions of tHis Agreement referred to below: Affiliate. An Affiliate, as applied to any Person, shall mean any other Person directly or indirectly controlling, controlled by, or under common control with, that Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlling", "controlled by" and "under common control with"), as applied to any Person, means (a) the possession, directly or indirectly, of the power to vote ten percent (10%) or more of the stock, shares, voting trust certificates, beneficial interest, partnership interests, member interests or other interests having voting power for the election of directors of such Person or otherwise to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise, or (b) the ownership of (i) a general partnership interest, (ii) a managing member's interest in a limited liability company or (iii) a limited partnership interest or preferred stock (or other ownership interest) representing ten percent (10%) or more of the outstanding limited partnership interests, preferred stock or other ownership interests of such Person. Agent. Fleet National Bank, acting as agent for the Banks, its successors and assigns. Agent's Head Office. The Agent's head office located at 100 Federal Street, Boston, Massachusetts 02110, or at such other location as the Agent may designate from time to time by notice to the Borrower and the Banks. Agent's Special Counsel. McKenna, Long & Aldridge LLP or such other counsel as may be approved by the Agent. Agreement. This Second Amended and Restated Unsecured Revolving Loan Agreement, including the Schedules and Exhibits hereto. Amortization Payment. See Section 3.5. Applicable Margin. On any date, the applicable margin set forth below based on the ratio of the Consolidated Total Liabilities of the Borrower to the Consolidated Total Adjusted Asset Value of the Borrower (expressed as a percentage):
Ratio Base Rate Loans LIBOR Rate Loans ----- --------------- ---------------- Pricing Level 1 Less than 40% 1.50% 3.25% Pricing Level 2 Equal to or greater than 1.75% 3.50% 40%, but less than 50% Pricing Level 3 Equal to or greater than 1.875% 3.625% 50%, but less than 60% Pricing Level 4 Equal to or greater than 60% 2.0% 3.75%
The initial Applicable Margin shall be at Pricing Level 3. The Applicable Margin shall be adjusted based upon such ratio, if at all, on the first day of the first month following the delivery by the Borrower to the Agent of the Compliance Certificate at the end of each fiscal quarter. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by Section 7.4(e), then without limiting any other rights of the Agent and the Banks under this Agreement, the Applicable Margin shall be at Pricing Level 4 until such failure is cured within any applicable cure period. Arranger. Fleet Securities, Inc. Balance Sheet Date. September 30, 2002. 2 Banks. Fleet and any other Person who becomes an assignee of any rights of a Bank pursuant to Section 18. Base Rate. The greater of (a) the variable annual rate of interest announced from time to time by Agent at Agent's Head Office as its "prime rate" or (b) one-half of one percent (0.5%) above the Federal Funds Effective Rate (rounded upwards, if necessary, to the next one-eighth of one percent). The Base Rate is a reference rate and does not necessarily represent the lowest or best rate being charged to any customer. Any change in the rate of interest payable hereunder resulting from a change in the Base Rate shall become effective as of the opening of business on the day on which such change in the Base Rate becomes effective, without notice or demand of any kind. Base Rate Loans. Those Loans bearing interest calculated by reference to the Base Rate. Borrower. As defined in the preamble hereto. Building. With respect to each parcel of Real Estate, all of the buildings, structures and improvements now or hereafter located thereon. Business Day. Any day on which banking institutions located in the same city and state as the Agent's Head Office are open for the transaction of banking business and, in the case of LIBOR Rate Loans, which also is a LIBOR Business Day. Capital Expenditure Reserve Amount. With respect to any Person or property, a reserve for replacements and capital expenditures equal to $.10 per square foot of building space located on all Real Estate owned by such Person, other than Real Estate subject to long term leases having a remaining term of at least five (5) years, exclusive of unexpired options, which provide that the tenant is responsible for all building maintenance. Capital Improvement Project. With respect to any Real Estate now or hereafter owned by the Borrower or any of its Approved Subsidiaries which is utilized principally for shopping centers, capital improvements consisting of rehabilitation, refurbishment, replacement, expansions and improvements (including related amenities) to the existing Buildings on such Real Estate and capital additions, repairs, resurfacing and replacements in the common areas of such Real Estate all of which may be properly capitalized under generally accepted accounting principles. Capitalized Lease. A lease under which a Person is the lessee or obligor, the discounted future rental payment obligations under which are required to be capitalized on the balance sheet of the lessee or obligor in accordance with generally accepted accounting principles. CERCLA. See Section 6.18. Change of Control. The occurrence of any one of the following events: (a) during any twelve month period on or after the date hereof, individuals who at the beginning of such period constituted the Board of Directors of the Guarantor (together with any new directors whose election by the Board of Directors or whose nomination for 3 election by the shareholders of the Guarantor was approved by a vote of at least a majority of the members of the Board of Directors then in office who either were members of the Board of Directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the members of the Board of Directors then in office; or (b) there occurs a change of control of the Guarantor of a nature that would be required to be reported in response to Item 1a of Form 8-K filed pursuant to Section 13 or 15 under the Securities Exchange Act of 1934, or in any other filing by the Guarantor with the Securities and Exchange Commission; or (c) the Borrower or Guarantor consolidates with, is acquired by, or merges into or with any Person (other than a merger permitted by Section 8.4). Closing Date. The first date on which all of the conditions set forth in Section 10 and Section 11 have been satisfied. Code. The Internal Revenue Code of 1986, as amended. Commitment. With respect to each Bank, the amount set forth on Schedule 1 hereto as the amount of such Bank's Commitment to make or maintain Loans to the Borrower, as the same may be changed from time to time in accordance with the terms of this Agreement. Commitment Percentage. With respect to each Bank, the percentage set forth on Schedule 1 hereto as such Bank's percentage of the aggregate Commitments of all of the Banks, as the same may be changed from time to time in accordance with the terms of this Agreement. Compliance Certificate. See Section 7.4(e). Consolidated or combined. With reference to any term defined herein, that term as applied to the accounts of a Person and its Subsidiaries, consolidated or combined in accordance with generally accepted accounting principles. Consolidated Operating Cash Flow. With respect to any period of a Person, an amount equal to the Operating Cash Flow of such Person and its Subsidiaries for such period consolidated in accordance with generally accepted accounting principles. Consolidated Tangible Net Worth. The amount by which Consolidated Total Adjusted Asset Value exceeds Consolidated Total Liabilities, and less the sum of: (a) the total book value of all assets of a Person and its Subsidiaries properly classified as intangible assets under generally accepted accounting principles, including such items as good will, the purchase price of acquired assets in excess of the fair market value thereof, trademarks, trade names, service marks, brand names, copyrights, patents and licenses, and rights with respect to the foregoing; and 4 (b) all amounts representing any write-up in the book value of any assets of such Person or its Subsidiaries resulting from a revaluation thereof subsequent to the Balance Sheet Date. Consolidated Total Adjusted Asset Value. With respect to any Person, the sum of all assets of such Person and its Subsidiaries determined on a Consolidated basis in accordance with generally accepted accounting principles, provided that all Real Estate that is improved and not Under Development shall be valued at an amount equal to (A) the Operating Cash Flow of such Person and its Subsidiaries and joint ventures described in Section 8.3(k) from such Real Estate for the period covered by the four previous consecutive fiscal quarters (treated as a single accounting period) divided by (B) nine and one-half percent (9.5%) capitalization rate, provided that (i) prior to such time as the Borrower or any of its Subsidiaries or such joint ventures has owned and operated any parcel of Real Estate for four full fiscal quarters (or with respect to any Redevelopment Property that has been valued at cost as permitted below and has recommenced operations for less than four full fiscal quarters), the Operating Cash Flow with respect to such parcel of Real Estate for the number of full fiscal quarters which the Borrower or any of its Subsidiaries or such joint ventures has owned and operated such parcel of Real Estate (or, with respect to a Redevelopment Property that has recommenced operations, the Operating Cash Flow for such Redevelopment Property for the number of full fiscal quarters which the Borrower or its Subsidiary has recommenced operations) as annualized shall be utilized, (ii) the Operating Cash Flow for any parcel of Real Estate (or Redevelopment Property that has recommenced operations) without a full quarter of performance shall be annualized in such manner as the Agent shall approve, such approval not to be unreasonably withheld, (iii) prior to being capitalized, the Operating Cash Flow with respect to any parcel of Real Estate owned by a joint venture of such Person shall be reduced by the amount of all Debt Service of such joint venture, and (iv) to the extent that the capitalized Operating Cash Flow with respect to any parcel of Real Estate owned by a joint venture of such Person is included in the calculation of Consolidated Total Adjusted Asset Value for such Person, such Person's interest in the joint venture shall not be included in the calculation of Consolidated Total Adjusted Asset Value for such Person. Notwithstanding the foregoing, Borrower may elect to value a Redevelopment Property at cost as determined in accordance with generally accepted accounting principles, as set forth in the first sentence of this definition, for a period of up to twelve (12) months which twelve (12) month period shall commence upon the date which Agent receives written notice from Borrower of such election. For the purpose of calculating Operating Cash Flow under this definition as to any parcel of Real Estate, the Operating Cash Flow Rental Adjustment shall be applied to any parcel of Real Estate affected by any of the events described in the definition of Operating Cash Flow Rental Adjustment. The assets of the Borrower and its Subsidiaries on the consolidated financial statements of the Borrower and its Subsidiaries shall be adjusted to reflect the Borrower's allocable share of such asset (including Borrower's interest in any joint venture whose asset value is determined by application of the capitalization rate above), for the relevant period or as of the date of determination, taking into account (a) the relative proportion of each such item derived from assets directly owned by the Borrower and from assets owned by its respective Subsidiaries and joint ventures, and (b) the Borrower's respective ownership interest in its Subsidiaries and joint ventures. Consolidated Total Liabilities. All liabilities of a Person and its Subsidiaries determined on a Consolidated basis in accordance with generally accepted accounting principles and all 5 Indebtedness of such Person and its Subsidiaries, whether or not so classified, including any liabilities arising in connection with sale and leaseback transactions. Amounts undrawn under this Agreement shall not be included in Indebtedness for purposes of this definition. Notwithstanding anything to the contrary contained herein, Indebtedness of Borrower and its Subsidiaries consisting of environmental indemnities and guarantees with respect to customary exceptions to exculpatory language with respect to Non-recourse Indebtedness shall not be included in the calculation of Consolidated Total Liabilities of Borrower and its Subsidiaries unless a claim shall have been made against Borrower or a Subsidiary of Borrower on account of any such guaranty or indemnity. Conversion Request. A notice given by the Borrower to the Agent of its election to convert or continue a Loan in accordance with Section 4.1. Debt Offering. The issuance and sale by the Borrower or the Guarantor of any debt securities of the Borrower or the Guarantor. Debt Service. For any period, the sum of all interest, including capitalized interest not paid in cash, bond related expenses, and mandatory principal/sinking fund payments due and payable during such period excluding the mandatory amortization payments required pursuant to Section 3.5 of this Agreement and any balloon payments due upon maturity of any Indebtedness. Default. See Section 12.1. In addition, any "Default" (as defined in the Revolving Credit Agreement) shall also be a Default hereunder. Defaulting Bank. Any Bank which fails or refuses to perform its obligations under this Agreement within the time period specified for performance of such obligation or, if no time frame is specified, if such failure or refusal continues for a period of five (5) Business Days after notice from the Agent. Distribution. With respect to any Person, the declaration or payment of any cash, cash flow, dividend or distribution on or in respect of any shares of any class of capital stock or other beneficial interest of such Person other than dividends or distributions payable solely in equity securities of such Person; the purchase, redemption, exchange or other retirement of any shares of any class of capital stock or other beneficial interest of such Person, directly or indirectly through a Subsidiary of such Person or otherwise; the return of capital by such Person to its shareholders, partners or other owners as such; or any other distribution on or in respect of any shares of any class of capital stock or other beneficial interest of such Person. Dollars or $. Dollars in lawful currency of the United States of America. Domestic Lending Office. Initially, the office of each Bank designated as such in Schedule 1 hereto; thereafter, such other office of such Bank, if any, located within the United States that will be making or maintaining Base Rate Loans. Drawdown Date. The date on which any Loan is made or is to be made, and the date on which any Loan which is made prior to the Maturity Date is converted or combined in accordance with Section 4.1. 6 Employee Benefit Plan. Any employee benefit plan within the meaning of Section 3(3) of ERISA maintained or contributed to by the Borrower, the Guarantor or any ERISA Affiliate, other than a Multiemployer Plan. Environmental Laws. See Section 6.18(a). Equity Offering. The issuance and sale by the Borrower or the Guarantor of any equity securities of the Borrower or the Guarantor. ERISA. The Employee Retirement Income Security Act of 1974, as amended and in effect from time to time. ERISA Affiliate. Any Person which is treated as a single employer with the Borrower or the Guarantor under Section 414 of the Code. ERISA Reportable Event. A reportable event with respect to a Guaranteed Pension Plan within the meaning of Section 4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice has not been waived. Event of Default. See Section 12.1. Federal Funds Effective Rate. For any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day on such transactions received by the Agent from three Federal funds brokers of recognized standing selected by the Agent. Fleet. As defined in the preamble hereto. Funds from Operations. With respect to any Person for any fiscal period, the Net Income of such Person computed in accordance with generally accepted accounting principles, excluding gains (or losses) from sales of property, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures will be calculated to reflect funds from operations on the same basis. generally accepted accounting principles. Principles that are (a) consistent with the principles promulgated or adopted by the Financial Accounting Standards Board and its predecessors, as in effect from time to time and (b) consistently applied with past financial statements of the Person adopting the same principles; provided that a certified public accountant would, insofar as the use of such accounting principles is pertinent, be in a position to deliver an unqualified opinion (other than a qualification regarding changes in generally accepted accounting principles) as to financial statements in which such principles have been properly applied. Notwithstanding the foregoing, for the purposes of the financial calculations hereunder, any amount otherwise included therein from a mark-up or mark-down of a derivative product of a Person shall be excluded. 7 Guaranteed Pension Plan. Any employee pension benefit plan within the meaning of Section 3(2) of ERISA maintained or contributed to by the Borrower, the Guarantor or any ERISA Affiliate the benefits of which are guaranteed on termination in full or in part by the PBGC pursuant to Title IV of ERISA, other than a Multiemployer Plan. Guarantor. Ramco-Gershenson Properties Trust, a Maryland real estate investment trust. Guaranty. The Amended and Restated Unconditional Guaranty of Payment and Performance dated of even date herewith made by the Guarantor in favor of the Agent and the Banks, as the same may be modified or amended, such Guaranty to be in form and substance satisfactory to the Agent. Hazardous Substances. See Section 6.18(b). HLT Notice Date. See Section 4.13. Indebtedness. All obligations, contingent and otherwise, that in accordance with generally accepted accounting principles should be classified upon the obligor's balance sheet as liabilities, or to which reference should be made by footnotes thereto, but without any double counting, including in any event and whether or not so classified: (a) all debt and similar monetary obligations, whether direct or indirect (including, without limitation, any obligations evidenced by bonds, debentures, notes or similar debt instruments); (b) all liabilities secured by any mortgage, pledge, security interest, lien, charge or other encumbrance existing on property owned or acquired subject thereto, whether or not the liability secured thereby shall have been assumed; (c) all guarantees, endorsements and other contingent obligations whether direct or indirect in respect of indebtedness of others, including any obligation to supply funds to or in any manner to invest directly or indirectly in a Person, to purchase indebtedness, or to assure the owner of indebtedness against loss through an agreement to purchase goods, supplies or services for the purpose of enabling the debtor to make payment of the indebtedness held by such owner or otherwise; (d) any obligation as a lessee or obligor under a Capitalized Lease; (e) all subordinated debt; (f) all obligations to purchase under agreements to acquire, or otherwise to contribute money with respect to, properties under "development" within the meaning of Section 8.9; and (g) all obligations, contingent or deferred or otherwise, of any Person, including, without limitation, any such obligations as an account party under acceptance, letter of credit or similar facilities including, without limitation, obligations to reimburse the issuer in respect of a letter of credit except for contingent obligations (but excluding any guarantees or similar obligations) that are not material and are incurred in the ordinary course of business in connection with the acquisition or obtaining commitments for financing of Real Estate. Interest Payment Date. As to each Base Rate Loan, the first day of each calendar month during the term of such Base Rate Loan and as to each LIBOR Rate Loan, the first day of each calendar month during the term of such LIBOR Rate Loan and the last day of the Interest Period relating thereto. Interest Period. With respect to each LIBOR Rate Loan (a) initially, the period commencing on the Drawdown Date of such Loan and ending one, two, three or six months (or, with the consent of the Banks, a period of less than one (1) month) thereafter and (b) thereafter, 8 each period commencing on the day following the last day of the next preceding Interest Period applicable to such Loan and ending on the last day of one of the periods set forth above, as selected by the Borrower in a Conversion Request; provided that all of the foregoing provisions relating to Interest Periods are subject to the following: (i) if any Interest Period with respect to a LIBOR Rate Loan would otherwise end on a day that is not a LIBOR Business Day, that Interest Period shall end and the next Interest Period shall commence on the next preceding or succeeding LIBOR Business Day as determined conclusively by the Agent in accordance with the then current bank practice in the London Interbank Market; (ii) if the Borrower shall fail to give notice as provided in Section 4.1, the Borrower shall be deemed to have requested A conversion of the affected LIBOR Rate Loan to a Base Rate Loan on the last day of the then current Interest Period with respect thereto; and (iii) no Interest Period relating to any LIBOR Rate Loan shall extend beyond the Maturity Date. Interest Rate Contracts. Interest rate swap, collar, cap or similar agreements providing interest rate protection. Investments. With respect to any Person, all shares of capital stock, evidences of Indebtedness and other securities issued by any other Person, all loans, advances, or extensions of credit to, or contributions to the capital of, any other Person, all purchases of the securities or business or integral part of the business of any other Person and commitments and options to make such purchases, all interests in real property, and all other investments; provided, however, that the term "Investment" shall not include (i) equipment, inventory and other tangible personal property acquired in the ordinary course of business, or (ii) current trade and customer accounts receivable for services rendered in the ordinary course of business and payable in accordance with customary trade terms. In determining the aggregate amount of Investments outstanding at any particular time: (a) the amount of any Investment represented as a guaranty shall be taken at not less than the principal amount of the obligations guaranteed and still outstanding (provided that any guaranty of the type described in Section 8.1(o) shall not be considered an Investment for the purposes hereof, but instead shall be considered Indebtedness); (b) there shall be included as an Investment all interest accrued with respect to Indebtedness constituting an Investment unless and until such interest is paid; (c) there shall be deducted in respect of each such Investment any amount received as a return of capital (but only by repurchase, redemption, retirement, repayment, liquidating dividend or liquidating distribution); (d) there shall not be deducted in respect of any Investment any amounts received as earnings on such Investment, whether as dividends, interest or otherwise, except that accrued interest included as provided in the foregoing clause (b) may be deducted when paid; and (e) there shall not be deducted from the aggregate amount of Investments any decrease in the value thereof. LIBOR Business Day. Any day on which commercial banks are open for international business (including dealings in Dollar deposits) in London. 9 LIBOR Lending Office. Initially, the office of each Bank designated as such in Schedule 1 hereto; thereafter, such other office of such Bank, if any, that shall be making or maintaining LIBOR Rate Loans. LIBOR Rate. As applicable to any Interest Period for any LIBOR Rate Loan, the rate per annum (rounded upwards, if necessary, to the nearest 1/32nd of one percent) as determined on the basis of the offered rates for deposits in Dollars, for the period of time comparable to such Interest Period which appears on the Telerate page 3750 as of 11:00 a.m. London time on the day that is two (2) LIBOR Business Days preceding the first day of such Interest Period; provided, however, if the rate described above does not appear on the Telerate System on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upwards as described above, if necessary) for deposits in Dollars for a period substantially equal to the Interest Period on the Reuters Page "LIBO" (or such other page as may replace the LIBO Page on that service for the purpose of displaying such rates), as of 11:00 a.m. (London Time), on the day that is two (2) LIBOR Business Days prior to the beginning of such Interest Period. If both the Telerate and Reuters systems are unavailable, then the rate for that date will be determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to such Interest Period which are offered by four major banks in the London interbank market at approximately 11:00 a.m. London time, on the day that is two (2) LIBOR Business Days preceding the first day of such Interest Period as selected by Agent. The principal London office of each of the four major London banks will be requested to provide a quotation of its U.S. dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to such Interest Period offered by major banks in New York City at approximately 11:00 a.m. (New York City time), on the day that is two (2) LIBOR Business Days preceding the first day of such Interest Period. In the event that Agent is unable to obtain any such quotation as provided above, it will be deemed that the LIBOR Rate pursuant to a LIBOR Rate Loan cannot be determined and the provisions of Section 4.6 shall apply. In the event that the Board of Governors of the Federal Reserve System shall impose a Reserve Percentage with respect to LIBOR deposits of Agent, then for any period during which such Reserve Percentage shall apply, the LIBOR Rate shall be equal to the amount determined above divided by an amount equal to 1 minus the Reserve Percentage. LIBOR Rate Loans. The Loans bearing interest calculated by reference to a LIBOR Rate. Lincoln Loan. Those certain loans to Borrower from Lincoln National Life Insurance Company, an Indiana corporation (as a lender and as agent for other lenders, collectively "Lincoln"), in the original principal amounts of $4,346,778.46 evidenced by Note dated May 1, 1996 from Borrower to Lincoln, $77,585,524.73 evidenced by Note dated May 1, 1996 from Borrower to Lincoln, $8,500,000 evidenced by Note dated December 17, 1997 from Borrower to Lincoln and $25,000,000.00 (total amount) evidenced by separate Notes dated August 25, 2000 from Borrower to Lincoln and other lenders, and secured by the Lincoln Loan Properties. Lincoln Loan Properties. The parcels of Real Estate described on Schedule 1.1 attached hereto and made a part hereof. 10 Loan Documents. This Agreement, the Notes, the Guaranty and all other documents, instruments or agreements now or hereafter executed or delivered by or on behalf of the Borrower or the Guarantor in connection with the Loans. Loan Request. See Section 2.5. Loans. See Section 2.1. Majority Banks. As of any date, any Bank or collection of Banks whose aggregate Commitment Percentage is more than fifty percent (50%); provided, that, in determining said percentage at any given time, all then existing Defaulting Banks will be disregarded and excluded and the Commitment Percentages of the Banks shall be redetermined for voting purposes only, to exclude the Commitment Percentages of such Defaulting Bank(s). Master Agreement. The Amended and Restated Master Agreement dated as of December 27, 1995, by and among RPS Realty Trust, Ramco-Gershenson, Inc. and certain other parties as set forth therein, as amended by First Amendment to Amended and Restated Master Agreement dated as of March 19, 1996. Maturity Date. December 29, 2005, or such earlier date on which the Loans shall become due and payable pursuant to the terms hereof. Multiemployer Plan. Any multiemployer plan within the meaning of Section 3(37) of ERISA maintained or contributed to by the Borrower, the Guarantor or any ERISA Affiliate. Net Income (or Deficit). With respect to any Person (or any asset of any Person) for any fiscal period, the net income (or deficit) of such Person (or attributable to such asset), after deduction of all expenses, taxes and other proper charges, determined in accordance with generally accepted accounting principles. Net Offering Proceeds. The gross cash proceeds received by the Borrower or the Guarantor as a result of a Debt Offering or an Equity Offering less the customary and reasonable costs, fees, expenses, underwriting commissions and discounts incurred by the Borrower or the Guarantor in connection therewith. Non-recourse Indebtedness. Indebtedness of a Person which is secured by one or more parcels of Real Estate and related personal property or interests therein and Short-term Investments and is not a general obligation of such Person, the holder of such Indebtedness having recourse solely to the parcels of Real Estate securing such Indebtedness, the Building and any leases thereon and the rents and profits thereof and the Short-term Investments securing such Indebtedness. Non-Consenting Bank. See Section 18.9. Notes. See Section 2.2. Notice. See Section 19. 11 Obligations. All indebtedness, obligations and liabilities of the Borrower to any of the Banks and the Agent, individually or collectively, under this Agreement or any of the other Loan Documents or in respect of any of the Loans or the Notes, or other instruments at any time evidencing any of the foregoing, whether existing on the date of this Agreement or arising or incurred hereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise. Operating Cash Flow. With respect to any Person (or any asset of any Person) for any period, an amount equal to the sum of (a) the Net Income of such Person (or attributable to such asset) for such period plus (b) depreciation and amortization, interest expense, and any extraordinary or nonrecurring losses deducted in calculating such Net Income, minus (c) any extraordinary or nonrecurring gains included in calculating such Net Income, minus (d) the Capital Expenditure Reserve Amount, all as determined in accordance with generally accepted accounting principles. Operating Cash Flow Rental Adjustment. For the purposes of calculating Operating Cash Flow, (a) with respect to any parcel of Real Estate as to which the Borrower or any Subsidiary or joint venture described in Section 8.3(k) shall obtain a replacement tenant for vacant space in excess of 10,000 rentable square feet, the rent from such tenant shall from the date such tenant takes possession and begins paying rent be included for one-half of the period for which such space was vacant during the period for which Operating Cash Flow is being calculated, and (b) with respect to any parcel of Real Estate as to which the Borrower or any Subsidiary or joint venture shall obtain a lease renewal from a tenant leasing in excess of 10,000 rentable square feet that provides for a higher base rent than previously paid by such tenant, the rent from such tenant from the date such tenant begins paying rent at the higher rate shall be included for the current and all prior periods for which Operating Cash Flow is then being calculated. Outstanding. With respect to the Loans, the aggregate unpaid principal thereof as of any date of determination. PBGC. The Pension Benefit Guaranty Corporation created by Section 4002 of ERISA and any successor entity or entities having similar responsibilities. Permitted Liens. Liens, security interests and other encumbrances permitted by Section 8.2. Person. Any individual, corporation, partnership, limited liability company, trust, unincorporated association, business, or other legal entity, and any government or any governmental agency or political subdivision thereof. Principal Documents. The Master Agreement, the RPS Contribution Agreements and the Ramco Agreements. Prior Credit Agreement. As defined in the recitals hereof. Ramco Agreements. As defined in the Master Agreement. 12 Real Estate. All real property at any time owned or leased (as lessee or sublessee) by the Borrower or any of its Subsidiaries. Record. The grid attached to any Note, or the continuation of such grid, or any other similar record, including computer records, maintained by Agent with respect to any Loan referred to in such Note. Redevelopment Property. Any Real Estate which is not Under Development and (1) is undergoing a significant Capital Improvement Project and (2) is designated as a Redevelopment Property by Borrower and approved by Agent, such approval not to be unreasonably withheld. Register. See Section 18.2. REIT Status. With respect to the Guarantor, its status as a real estate investment trust as defined in Section 856(a) of the Code. Release. See Section 6.18(c)(iii). Required Banks. As of any date, any Bank or collection of Banks whose aggregate Commitment Percentage is sixty-six and two-thirds percent (66.66%); provided that in determining said percentage at any given time, all the existing Defaulting Banks will be disregarded and excluded and the Commitment Percentages of the Banks shall be redetermined for voting purposes only to exclude the Commitment Percentages of such Defaulting Banks. Reserve Percentage. For any day with respect to a LIBOR Rate Loan, the maximum rate (expressed as a decimal) at which any lender subject thereto would be required to maintain reserves (including, without limitation, all base, supplemental, marginal and other reserves) under Regulation D of the Board of Governors of the Federal Reserve System (or any successor or similar regulations relating to such reserve requirements) against "Eurocurrency Liabilities" (as that term is used in Regulation D or any successor or similar regulation), if such liabilities were outstanding. The Reserve Percentage shall be adjusted automatically on and as of the effective date of any change in the Reserve Percentage. Revolving Credit Agreement. The Fourth Amended and Restated Master Revolving Credit Agreement dated of even date herewith among the Borrower, the Guarantor, Fleet, individually and as agent, and the other banks that are or become parties thereto, and the other parties thereto, as the same may be amended, modified, renewed, consolidated or restated. RPS Contribution Agreements. As defined in the Master Agreement. SEC. The federal Securities and Exchange Commission. Short-term Investments. Investments described in subsections (a) through (g), inclusive, of Section 8.3. State. A state of the United States of America. 13 Subordination Agreement. That certain First Amended and Restated Subordination Agreement dated of even date herewith between Agent, for itself and the Banks, and Fleet National Bank, as agent under the Revolving Credit Agreement, for itself and the other banks that are or become parties thereto. Subsidiary. Any corporation, association, partnership, trust, or other business entity of which the designated parent shall at any time own directly or indirectly through a Subsidiary or Subsidiaries at least a majority (by number of votes or controlling interests) of the outstanding Voting Interests. Total Commitment. The sum of the Commitments of the Banks, as in effect from time to time. As of the date of this Agreement, the Total Commitment is Forty Million and No/100 Dollars ($40,000,000.00). The Total Commitment may increase in accordance with Section 2.8. The Total Commitment shall reduce as provided in Section 3.6. Type. As to any Loan, its nature as a Base Rate Loan or a LIBOR Rate Loan. Under Development. Any Real Estate shall be considered under development until such time as (i) certificates of occupancy permitting occupancy have been obtained for all tenants open for business and in any event for not less than seventy percent (70%) of the gross leasable area of such development (excluding outlots) or the Borrower has delivered to the Agent other evidence satisfactory to the Agent indicating that such occupancy of such development is lawful, and (ii) the gross income from the operation of such Real Estate on an accrual basis shall have equaled or exceeded operating costs on an accrual basis for three (3) months. Voting Interests. Stock or similar ownership interests, of any class or classes (however designated), the holders of which are at the time entitled, as such holders, (a) to vote for the election of a majority of the directors (or persons performing similar functions) of the corporation, association, partnership, trust or other business entity involved, or (b) to control, manage, or conduct the business of the corporation, partnership, association, trust or other business entity involved. SECTION 1.2. RULES OF INTERPRETATION. (a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms of this Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification to such law. (d) A reference to any Person includes its permitted successors and permitted assigns. 14 (e) Accounting terms not otherwise defined herein have the meanings assigned to them by generally accepted accounting principles applied on a consistent basis by the accounting entity to which they refer. (f) The words "include", "includes" and "including" are not limiting. (g) The words "approval" and "approved", as the context so determines, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by generally accepted accounting principles, which terms are defined in the Uniform Commercial Code as in effect in the State of Michigan, have the meanings assigned to them therein. (i) Reference to a particular " Section ", refers to that section of this Agreement unless otherwise indicated. (j) The words "herein", "hereof", "hereunder" and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this Agreement. SECTION 2. THE REVOLVING CREDIT FACILITY. SECTION 2.1. COMMITMENT TO LEND. Subject to the terms and conditions set forth in this Agreement, each of the Banks severally agrees to lend to the Borrower (the "Loans"), and the Borrower may borrow (and repay and reborrow) from time to time between the Closing Date and the Maturity Date upon notice by the Borrower to the Agent given in accordance with Section 2.5, such sums as are requested by the Borrower for the purposes set forth in Section 7.11 up to a maximum aggregate principal amount Outstanding (after giving effect to all amounts requested) not to exceed such Bank's Commitment; provided, that, in all events no Default or Event of Default shall have occurred and be continuing; and provided, further that the Outstanding Loans (after giving effect to all amounts requested) shall not at anytime exceed the Total Commitment (as the same reduces pursuant to Section 3.6 below). The Loans shall be made pro ratA in accordance with each Bank's Commitment Percentage. Each request for a Loan hereunder shall constitute a representation and warranty by the Borrower that all of the conditions set forth in Section 10 and Section 11, in the case of the initial Loan, and Section 11, iN the case of all other Loans, have been satisfied on the date of such request. SECTION 2.2. NOTES. The Loans shall be evidenced by separate promissory notes of the Borrower in substantially the form of Exhibit A hereto (collectively, the "Notes"), dated of even date as this Agreement and completed with appropriate insertions. One Note shall be payable to the order of each Bank in the principal amount equal to such Bank's Commitment or, if less, the outstanding amount of all Loans made by such Bank, plus interest accrued thereon as set forth below. The Borrower irrevocably authorizes Agent to make or cause to be made, at or about the time of the Drawdown Date of any Loan or at the time of receipt of any payment of principal thereof, an appropriate notation on Agent's Record reflecting the making of such Loan or (as the case may be) the receipt of such payment. The outstanding amount of the Loans set forth on 15 Agent's Record shall be prima facie evidence of the principal amount thereof owing and unpaid to each Bank, but the failure to record, or any error in so recording, any such amount on Agent's Record shall not limit or otherwise affect the obligations of the Borrower hereunder or under any Note to make payments of principal of or interest on any Note when due. By delivery of the Notes, there shall not be deemed to have occurred, and there has not otherwise occurred, any payment, satisfaction or novation of the indebtedness evidenced by the "Notes" (as defined in the Prior Credit Agreement), which indebtedness is instead allocated among the Banks as of the date hereof and evidenced by the Notes in accordance with their respective Commitment Percentages. SECTION 2.3. UNUSED FACILITY FEE. The Borrower agrees to pay to the Agent for the account of the Banks in accordance with their respective Commitment Percentages a facility fee calculated at the rate per annum as set forth below on the average daily amount by which the Total Commitment exceeds the Outstanding Loans during each calendar quarter or portion thereof commencing on the date hereof and ending on the Maturity Date. The facility fee shall be calculated based on the ratio (expressed as a percentage) of (a) the average daily amount of the Outstanding Loans during such quarter to (b) the Total Commitment as follows:
Ratio of Outstanding Principal Balance to Total Commitment Rate ------------------------------ ----- ~~50% or less 0.375% Greater than 50% 0.25%~~
The facility fee shall be payable quarterly in arrears on the fifth day of each calendar quarter for the immediately preceding calendar quarter or portion thereof, or on any earlier date on which the Commitments shall be reduced or terminated as provided in Section 2.7, with a final payment on the Maturity Date. SECTION 2.4. INTEREST ON LOANS. (a) Each Base Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof and ending on the date on which such Base Rate Loan is repaid or is converted to a LIBOR Rate Loan at the per annum rate equal to the sum of the Applicable Margin plus the Base Rate. (b) Each LIBOR Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof and ending on the last day of the Interest Period with respect thereto at the rate per annum equal to the sum of the Applicable Margin plus the LIBOR Rate determined for such Interest Period. (c) The Borrower promises to pay interest on each Loan to it in arrears on each Interest Payment Date with respect thereto, or on any earlier date on which the Commitments shall terminate as provided in Section 2.7. In the event that any additional interest becomes due and payable for any period with respect to a Loan as a result of the Applicable Margin being determined based on the ratio of Consolidated Total Liabilities to Consolidated Total Adjusted Asset Value or any change in such ratio, and the interest for such period has previously been paid by the Borrower, the Borrower shall pay to the Agent for the account of the Banks the amount of such increase within ten (10) days of demand. 16 (d) Base Rate Loans and LIBOR Rate Loans may be converted to Loans of the other Type as provided in Section 4.1. SECTION 2.5. REQUESTS FOR LOANS. The Borrower (i) shall notify the Agent of a potential request for a Loan as soon as possible prior to the Borrower's proposed Drawdown Date, and (ii) shall give to the Agent written notice in the form of Exhibit B hereto (or telephonic notice confirmed in writing in the form of Exhibit B hereto) of each Loan requested hereunder (a "Loan Request") no less than three (3) Business Days prior to the proposed Drawdown Date. Each such notice shall specify with respect to the requested Loan the proposed principal amount, Drawdown Date, Interest Period (if applicable) and Type. Each such notice shall also contain (i) a statement as to the purpose for which such advance shall be or has been used (which purpose shall be in accordance with the terms of Section 7.11), and (ii) a certification by the chief financial or chief accounting officer of the general partner of the Borrower and the chief financial or chief accounting officer of the Guarantor that the Borrower and Guarantor are and will be in compliance with all covenants under the Loan Documents after giving effect to the making of such Loan. Notwithstanding anything in this Section 2.5 to the contrary, the Borrower shall be permitted to use the proceeds of a Loan to reimburse the Borrower for amounts paid from its own funds to acquire Real Estate, to develop undeveloped Real Estate (subject to the restrictions set forth in Section 8.9) or for Capital Improvement Projects with respect thereto. Promptly upon receipt of any such notice, the Agent shall notify each of the Banks thereof. Except as provided in this Section 2.5, each such Loan Request shall be irrevocable and binding on the Borrower and shall obligate the Borrower to accept the Loan requested from the Banks on the proposed Drawdown Date, provided that, in addition to the Borrower's other remedies against any Bank which fails to advance its proportionate share of a requested Loan, such Loan Request may be revoked by the Borrower by notice received by the Agent no later than the Drawdown Date if any Bank fails to advance its proportionate share of the requested Loan in accordance with the terms of this Agreement, provided further, that the Borrower shall be liable in accordance with the terms of this Agreement to any Bank which is prepared to advance its proportionate share of the requested Loan for any costs, expenses or damages actually incurred by such Bank as a result of the Borrower's election to revoke such Loan Request. Nothing herein shall prevent the Borrower from seeking recourse against any Bank that fails to advance its proportionate share of a requested Loan as required by this Agreement. The Borrower may without cost or penalty revoke a Loan Request by delivering notice thereof to each of the Banks no later than three (3) Business Days prior to the Drawdown Date. Each Loan Request shall be (a) for a Base Rate Loan in the minimum aggregate amount of $500,000 or an integral multiple of $100,000 in excess thereof, or (b) for a LIBOR Rate Loan in a minimum aggregate amount of $500,000.00 or an integral multiple of $100,000 in excess thereof; provided, however, that there shall be no more than ten (10) LIBOR Rate Loans outstanding at any one time. SECTION 2.6. FUNDS FOR LOANS. (a) Not later than 11:00 a.m. (Boston time) on the proposed Drawdown Date of any Loans, each of the Banks will make available to the Agent, at the Agent's Head Office, in immediately available funds, the amount of such Bank's Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to Section 2.1. Upon receipt from each Bank of such amount, and upon receipt of the documents required by Section 10 and Section 11 and the satisfaction of the other conditions set forth therein, to the extEnt applicable, the Agent will make available to 17 the Borrower the aggregate amount of such Loans made available to the Agent by the Banks by crediting such amount to the account of the Borrower maintained at the Agent's Head Office. The failure or refusal of any Bank to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Bank from its several obligation hereunder to make available to the Agent the amount of such other Bank's Commitment Percentage of any requested Loans, including any additional Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Bank so failing or refusing, provided that the Borrower may by notice received by the Agent no later than the Drawdown Date refuse to accept any Loan which is not fully funded in accordance with the Borrower's Loan Request subject to the terms of Section 2.5. In the event of any such failure or refusal, the Banks not so failing or refusing shall be entitled to a priority secured position as against the Bank or Banks so failing or refusing for such Loans as provided in Section 12.5. (b) Unless the Agent shall have been notified by any Bank prior to the applicable Drawdown Date that such Bank will not make available to the Agent such Bank's pro rata share of a proposed Loan, the Agent may in its discretion assume that such Bank has made such share of the proposed Loan available to Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to Borrower, and such Bank shall be liable to the Agent for the amount of such advance. If such Bank does not pay such corresponding amount upon the Agent's demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Bank or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Bank at the Federal Funds Effective Rate. SECTION 2.7. OPTIONAL REDUCTION OF COMMITMENTS. The Borrower shall have the right at any time and from time to time upon three Business Days' prior written notice to the Agent to reduce by $5,000,000.00 or an integral multiple of $1,000,000.00 in excess thereof or to terminate entirely the unborrowed portion of the Commitments, whereupon the Commitments of the Banks shall be reduced pro rata in accordance with their respective Commitment Percentages of the amount specified in such notice or, as the case may be, terminated, any such reduction to be without penalty. Promptly after receiving any notice of the Borrower delivered pursuant to this Section 2.7, the Agent will notify the Banks of the substance thereof. Upon the effective date of any such termination in full, the Borrower shall pay to the Agent for the respective accounts of the Banks the full amount of any facility fee under Section 2.3 then accrued. No reduction or termination of the Commitments may be reinstated. Any reduction of the Commitments pursuant to this Agreement shall be allocated pro rata among the Banks in accordance with their Commitment Percentages. SECTION 2.8. INCREASE OF COMMITMENT. (a) Provided that no Default or Event of Default shall have occurred and be continuing, the Borrower shall have the option, by giving written notice to the Agent on or 18 before June 30, 2004 (the "Increase Notice"), subject to the terms and conditions set forth in this Agreement, to increase the Total Commitment by an amount up to $10,000,000 (the amount of the requested increase to be set forth in the Increase Notice) (which, assuming no previous reduction in the Commitments, would result in a maximum Total Commitment of $50,000,000). The execution and delivery of the Increase Notice by Borrower shall constitute a representation and warranty by the Borrower that all the conditions set forth in this Section 2.8 shall have been satisfied on the date of such Increase Notice. (b) The obligation of the Agent and the Banks to increase the Total Commitment pursuant to this Section 2.8 shall be conditioned upon satisfaction of the following conditions precedent which must be satisfied prior to the effectiveness of any increase of the Total Commitment. (i) Payment of Activation Fee. The Borrower shall pay to the Agent such fees as Agent and the Banks may require to increase the aggregate Commitment, which fees shall, when paid, be fully earned and non-refundable under any circumstances. The Agent shall pay to the Banks acquiring the increased Commitment certain fees pursuant to their separate agreement; and (ii) No Default. On the date such Increase Notice is given and on the date such increase becomes effective, both immediately before and after the Commitment is increased, there shall exist no Default or Event of Default; and (iii) Representations and Warranties. The representations and warranties made by the Borrower or Guarantor in the Loan Documents or otherwise made by or on behalf of the Borrower, Guarantor or any of their respective Subsidiaries in connection therewith or after the date thereof shall have been true and correct in all material respects, when made and shall also be true and correct in all material respects on the date of such Increase Notice and on the date the Total Commitment is increased, both immediately before and after the Total Commitment is increased; and (iv) Additional Documents and Fees. The Borrower shall also execute and deliver to Agent and the Banks such additional documents, instruments, certifications and opinions as the Agent may require in its sole and absolute discretion, including, without limitation, a Compliance Certificate, demonstrating compliance with all covenants, representations and warranties set forth in the Loan Documents after giving effect to the increase, as Agent may request; and (v) Assignments. One or more Banks or potential assignees shall have agreed to acquire the portion of the Commitment that Borrower desires to activate, provided, however, no Bank (including, specifically, but without limitation, Fleet) shall be obligated to acquire such increase without the express written consent of such Bank, which consent may be withheld in such Bank's sole and absolute discretion. (vi) Other. The Borrower shall satisfy such other conditions to such increase as Agent may require in its reasonable discretion. 19 (c) Upon satisfaction of the terms and conditions set forth above, the amount set forth in the Increase Notice shall become a part of the Commitment and Total Commitment and be available to be disbursed subject to the terms of this Agreement, and, subject to the payment of any breakage costs pursuant to Section 4.8, the Banks shall make such adjustments to the outstanding Loans of such Banks, so that, after giving effect to such increase, the outstanding Loans are consistent with their pro-rata share. SECTION 3. REPAYMENT OF THE LOANS. SECTION 3.1. STATED MATURITY. The Borrower promises to pay on the Maturity Date and there shall become absolutely due and payable on the Maturity Date all of the Loans outstanding on such date, together with any and all accrued and unpaid interest thereon. SECTION 3.2. MANDATORY PREPAYMENTS. If at any time the aggregate of the Outstanding Loans exceeds the Total Commitment, the Borrower shall immediately upon demand pay the amount of such excess to the Agent for the respective accounts of the Banks for application to the Loans. SECTION 3.3. OPTIONAL PREPAYMENTS. The Borrower shall have the right, at its election, to prepay the outstanding amount of the applicable Loans, as a whole or in part, at any time without penalty or premium; provided, that the full or partial prepayment of the outstanding amount of any LIBOR Rate Loans pursuant to this Section 3.3 may be made only on the last day of the Interest Period relating thereto except as otherwise required pursuant to Section 4.7. The Borrower shall give the Agent, no later than 10:00 a.m., Boston time, at least five (5) Business Days' prior written notice of any prepayment pursuant to this Section 3.3, in each case specifying the proposed date of payment of Loans and the principal amount to be paid. SECTION 3.4. PARTIAL PREPAYMENTS. Each partial prepayment of the Loans under Section 3.2 and Section 3.3 shall be in a minimum amount of $500,000 or an integral multiple of $100,000 in excess thereof, shall be accompanied by the payment of accrued interest on the principal prepaid to the date of payment and, after payment of such interest, shall be applied, in the absence of instruction by the Borrower, first to the principal of Base Rate Loans and then to the principal of LIBOR Rate Loans. SECTION 3.5. [INTENTIONALLY OMITTED]. SECTION 3.6. REDUCTION OF COMMITMENTS; REQUIRED AMORTIZATION. On each of January 2, 2005, April 1, 2005, July 1, 2005 and October 1, 2005 the amount of the Total Commitment shall be reduced by an amount equal to 3.75% of the amount of the Total Commitment ($1,500,000 if the Total Commitment is $40,000,000 and $1,875,000 if the Total Commitment is $50,000,000) (for an aggregate reduction of 15% of the Total Commitment ($6,000,000 if the Total Commitment is $40,000,000 and $7,500,000 if the Total Commitment is $50,000,000)). In connection with the foregoing, on each of January 2, 2005, April 1, 2005, July 1, 2005 and October 1, 2005, the principal amount of the Loans shall be repaid in separate installments (the "Amortization Payments") on the dates and in the amounts set forth below (each such payment being separate and not in the aggregate): 20
Amortization Amortization Payment Dates Payments for Each Date: ------------- ----------------------- January 2, 2005 The amount by which the amount of the Outstanding Loans exceeds (a) $38,500,000 if the Total Commitment is $40,000,000 or (b) $48,125,000 if the Total Commitment is $50,000,000 April 1, 2005 The amount by which the amount of the Outstanding Loans exceeds (a) $37,000,000 if the Total Commitment is $40,000,000 or $46,250,000 if the Total Commitment is $50,000,000 July 1, 2005 The amount by which the amount of the Outstanding Loans exceeds (a) $35,500,000 if the Total Commitment is $40,000,000 or $44,375,000 if the Total Commitment is $50,000,000 October 1, 2005 The amount by which the amount of the Outstanding Loans exceeds (a) $34,000,000 if the Total Commitment is $40,000,000 or $42,500,000 if the Total Commitment is $50,000,000
Borrower shall pay to Agent together with such principal payments such additional amounts as may be due pursuant to Section 4.8. SECTION 3.7. EFFECT OF PREPAYMENTS. Amounts of the Loans prepaid under Section 3.2, Section 3.3 or Section 3.5 may be reborrowed as provided in Section 2. SECTION 4. CERTAIN GENERAL PROVISIONS. SECTION 4.1. CONVERSION OPTIONS. (a) The Borrower may elect from time to time to convert any of its outstanding Loans to a Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least three (3) Business Days' prior written notice of such election, and such conversion shall 21 only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan the Borrower shall give the Agent at least four (4) LIBOR Business Days' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $500,000 or an integral multiple of $100,000 in excess thereof and, after giving effect to the making of such Loan there shall be no more than ten (10) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in an aggregate principal amount of less than $500,000 or a LIBOR Rate Loan in an aggregate principal amount of less than $500,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $100,000. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. (b) Any Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of Section 4.1(a); provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan to it, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period. SECTION 4.2. COMMITMENT AND SYNDICATION FEE. The Borrower shall pay to Fleet, the other Banks and Arranger certain fees for services rendered or to be rendered in connection with the Loan as provided pursuant to the Agreement Regarding Fees dated of even date herewith between the Borrower and Fleet. SECTION 4.3. [INTENTIONALLY OMITTED]. SECTION 4.4. FUNDS FOR PAYMENTS. (a) All payments of principal, interest, unused facility fees, Agent's fees, closing fees and any other amounts due hereunder or under any of the other Loan Documents shall be made to the Agent, for the respective accounts of the Banks and the Agent, as the case may be, at the Agent's Head Office, not later than 1:00 p.m. (Boston time) on the day when due, in each case in lawful money of the United States in immediately available funds. The Agent is hereby authorized to charge the accounts of the Borrower with Fleet designated by the Borrower, on the dates when the amount thereof shall become due and payable, with the amounts of the principal of and interest on the Loans and all fees, charges, expenses and other amounts owing to the Agent and/or the Banks under the Loan Documents. 22 (b) All payments by the Borrower hereunder and under any of the other Loan Documents shall be made without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Borrower is compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Borrower with respect to any amount payable by them hereunder or under any of the other Loan Documents, the Borrower will pay to the Agent, for the account of the Banks or (as the case may be) the Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Banks or the Agent to receive the same net amount which the Banks or the Agent would have received on such due date had no such obligation been imposed upon the Borrower. The Borrower will deliver promptly to the Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Borrower hereunder or under such other Loan Document. SECTION 4.5. COMPUTATIONS. All computations of interest on the Loans and of other fees to the extent applicable shall be based on a 360-day year and paid for the actual number of days elapsed. Except as otherwise provided in the definition of the term "Interest Period" with respect to LIBOR Rate Loans, whenever a payment hereunder or under any of the other Loan Documents becomes due on a day that is not a Business Day, the due date for such payment shall be extended to the next succeeding Business Day, and interest shall accrue during such extension. The outstanding amount of the Loans as reflected on the records of the Agent from time to time shall be considered prima facie evidence of such amount. SECTION 4.6. INABILITY TO DETERMINE LIBOR RATE. In the event that, prior to the commencement of any Interest Period relating to any LIBOR Rate Loan, the Agent shall reasonably determine that adequate and reasonable methods do not exist for ascertaining the LIBOR Rate for such Interest Period, the Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Banks) to the Borrower and the Banks. In such event (a) any Loan Request with respect to LIBOR Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loans and (b) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period thereof, become a Base Rate Loan, and the obligations of the Banks to make LIBOR Rate Loans shall be suspended until the Agent determines that the circumstances giving rise to such suspension no longer exist, whereupon the Agent shall so notify the Borrower and the Banks. SECTION 4.7. ILLEGALITY. Notwithstanding any other provisions herein, if any present or future law, regulation, treaty or directive or the interpretation or application thereof shall make it unlawful, or any central bank or other governmental authority having jurisdiction over a Bank or its LIBOR Lending Office shall assert that it is unlawful, for any Bank to make or maintain LIBOR Rate Loans, such Bank shall forthwith give notice of such circumstances to the Agent and the Borrower and thereupon (a) the commitment of the Banks to make LIBOR Rate Loans or convert Loans of another type to LIBOR Rate Loans shall forthwith be suspended and (b) the LIBOR Rate Loans then outstanding shall be converted automatically to Base Rate Loans on the last day of each Interest Period applicable to such LIBOR Rate Loans or within such earlier period as may be required by law. 23 SECTION 4.8. ADDITIONAL INTEREST. If any LIBOR Rate Loan or any portion thereof is repaid, reapportioned as a result of an increase in the Total Commitment as contemplated in Section 2.8(c), or converted to a Base Rate Loan for any reason on a date which is prior to the last day of the Interest Period applicable to such LIBOR Rate Loan, or if repayment of the Loans has been accelerated as provided in Section 12.1, the Borrower will pay to the Agent upon demand (and, if any payment is required as a result of an increase in the Total Commitment, prior to the effectiveness of any such increase) for the account of the Banks in accordance with their respective Commitment Percentages, in addition to any amounts of interest otherwise payable hereunder, any amounts required to compensate the Banks for any losses, costs or expenses which may reasonably be incurred as a result of such payment, reapportionment or conversion, including, without limitation, an amount equal to daily interest for the unexpired portion of such Interest Period on the LIBOR Rate Loan or portion thereof so repaid, reapportioned or converted at a per annum rate equal to the excess, if any, of (a) the interest rate calculated on the basis of the LIBOR Rate applicable to such LIBOR Rate Loan minus (b) the yield obtainable by the Agent upon the purchase of debt securities customarily issued by the Treasury of the United States of America which have a maturity date most closely approximating the last day of such Interest Period (it being understood that the purchase of such securities shall not be required in order for such amounts to be payable) and that a Bank shall not be obligated or required to have actually obtained funds at the LIBOR Rate or to have actually reinvested such amounts as described above). Such amount shall be reduced to present value by using the rate on the United States Treasury securities described in the foregoing sentence and the number of days remaining in the unexpired portion of the Interest Period in question. SECTION 4.9. ADDITIONAL COSTS, ETC. Notwithstanding anything herein to the contrary, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and legally binding interpretations thereof by any competent court or by any governmental or other regulatory body or official with appropriate jurisdiction charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Bank's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Bank or the Agent), or (b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank under this Agreement or the other Loan Documents, or (c) impose or increase or render applicable any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Bank, or 24 (d) impose on any Bank or the Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Bank's Commitment, or any class of loans or commitments of which any of the Loans or such Bank's Commitment forms a part; and the result of any of the foregoing is (i) to increase the cost to any Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Bank's Commitment, or (ii) to reduce the amount of principal, interest or other amount payable to such Bank or the Agent hereunder on account of such Bank's Commitment or any of the Loans, or (iii) to require such Bank or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will within fifteen (15) days after demand made by such Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Agent such additional amounts as such Bank or the Agent shall determine in good faith to be sufficient to compensate such Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Bank and the Agent in determining such amounts may use any reasonable averaging and attribution methods, generally applied by such Bank or the Agent. SECTION 4.10. CAPITAL ADEQUACY. If after the date hereof any Bank determines that (a) the adoption of or change in any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by any governmental authority charged with the administration thereof, or (b) compliance by such Bank or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Bank's or such holding company's capital as a consequence of such Bank's commitment to make Loans hereunder to a level below that which such Bank or holding company could have achieved but for such adoption, change or compliance (taking into consideration such Bank's or such holding company's then existing policies with respect to capital adequacy and assuming the full utilization of such entity's capital) by any amount deemed by such Bank to be material, then such Bank may notify the Borrower thereof. The Borrower agrees to pay to such Bank the amount of such reduction in the return on capital as and when such reduction is determined, upon presentation by such Bank of a statement of the amount and setting forth such Bank's calculation thereof. In determining such amount, such Bank may use any reasonable averaging and attribution methods. SECTION 4.11. INDEMNITY OF BORROWER. The Borrower agrees to indemnify each Bank and to hold each Bank harmless from and against any loss, cost or expense that such Bank may sustain or incur as a consequence of (a) default by the Borrower in payment of the principal amount of or any interest on any LIBOR Rate Loans as and when due and payable, including any such loss or expense arising from interest or fees payable by such Bank to lenders of funds obtained by it 25 in order to maintain its LIBOR Rate Loans, or (b) default by the Borrower in making a borrowing or conversion after the Borrower has given (or is deemed to have given) a Loan Request or a Conversion Request. SECTION 4.12. INTEREST ON OVERDUE AMOUNTS; LATE CHARGE. Overdue principal on the Loans and all other overdue amounts payable hereunder or under any of the other Loan Documents (other than interest on the Loans) shall, following the expiration of any applicable cure period expressly provided for in this Agreement, bear interest payable on demand at a rate per annum equal to two percent (2.0%) above the rate that would otherwise be applicable at such time until such amount shall be paid in full (after as well as before judgment). Overdue interest on the Loans shall, following the expiration of any applicable cure period expressly provided for in this Agreement, bear interest payable on demand at a rate equal to the lesser of (i) a per annum rate equal to two percent (2.0%) above the rate that would otherwise be applicable at such time or (ii) the maximum annual rate of interest permitted by applicable law until such amount shall be paid in full (after as well as before judgment). In addition, the Borrower shall pay a late charge equal to four percent (4.0%) of any amount of interest and/or principal payable on the Loans or any other amounts payable hereunder or under the Loan Documents, which is not paid by the Borrower within fifteen (15) days after the same shall become due and payable. SECTION 4.13. HLT CLASSIFICATION. The Banks acknowledge that as of the date hereof neither the Commitments nor the Loans are classified as "highly leveraged transactions". Notwithstanding the foregoing, if after the date hereof, the Agent determines, or is advised by any Bank that such Bank has determined or has received notice from any governmental authority, central bank or comparable agency having jurisdiction over such Bank, that any of the Commitments or Loans are classified as a "highly leveraged transaction" (an "HLT Classification") pursuant to any existing regulations regarding "highly leveraged transactions" or any modification, amendment or interpretation thereof, or the adoption of new regulations regarding "highly leveraged transactions" after the date hereof by any governmental authority, central bank or comparable agency, the Agent shall promptly give notice of such HLT Classification to the Borrower and the Banks (which date is hereafter referred to as the "HLT Notice Date"). The Agent, the Banks and the Borrower shall thereupon commence negotiations in good faith to agree on the extent to which fees, interest rates and/or margins hereunder should be increased so as to reflect such HLT Classification. If the Borrower and the Majority Banks agree on the amount of such increase or increases, this Agreement shall be promptly amended to give effect to such increase or increases. If the Borrower and the Majority Banks fail to so agree and the Borrower has failed to refinance the Loans within ninety (90) days after the HLT Notice Date, then the Agent shall, if so requested by the Majority Banks, by notice to the Borrower terminate the Commitments and accelerate the maturity date of the Loans and the Loans shall become due and payable in full on the date specified in such notice, which date shall be not earlier than one hundred eighty (180) days after the HLT Notice Date. The Agent and the Banks acknowledge that an HLT Classification is not a Default or an Event of Default. SECTION 4.14. CERTIFICATE. A certificate setting forth any amounts payable pursuant to Section 4.8, Section 4.9, Section 4.10, Section 4.11, Section 4.12 or Ss.4.13 and a brief explanation of such amounts which are due, submitted by any Bank or the Agent to the Borrower, shall be conclusive in the absence of manifest error. 26 SECTION 4.15. LIMITATION ON INTEREST. Notwithstanding anything in this Agreement to the contrary, all agreements between the Borrower and the Banks and the Agent, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the maturity of any of the Obligations or otherwise, shall the interest contracted for, charged or received by the Banks exceed the maximum amount permissible under applicable law. If, from any circumstance whatsoever, interest would otherwise be payable to the Banks in excess of the maximum lawful amount, the interest payable to the Banks shall be reduced to the maximum amount permitted under applicable law; and if from any circumstance the Banks shall ever receive anything of value deemed interest by applicable law in excess of the maximum lawful amount, an amount equal to any excessive interest shall be applied to the reduction of the principal balance of the Obligations of the Borrower and to the payment of interest or, if such excessive interest exceeds the unpaid balance of principal of the Obligations of the Borrower, such excess shall be refunded to the Borrower. All interest paid or agreed to be paid to the Banks shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the principal of the Obligations of the Borrower (including the period of any renewal or extension thereof) so that the interest thereon for such full period shall not exceed the maximum amount permitted by applicable law. This section shall control all agreements between the Borrower and the Banks and the Agent. SECTION 5. COLLATERAL SECURITY. SECTION 5.1. COLLATERAL. The Banks have agreed to make the Loans to the Borrower on an unsecured basis. Notwithstanding the foregoing, the Obligations shall be guaranteed pursuant to the terms of the Guaranty. SECTION 6. REPRESENTATIONS AND WARRANTIES OF THE GUARANTOR AND THE BORROWER. The Borrower and the Guarantor, jointly and severally, represent and warrant to the Agent and the Banks as follows. SECTION 6.1. CORPORATE AUTHORITY, ETC. (a) Incorporation; Good Standing. The Borrower is a Delaware limited partnership duly organized pursuant to its first amended and restated limited partnership agreement dated May 10, 1996, as amended by amendments one through eighteen, and a Certificate of Limited Partnership and amendments thereto filed with the Secretary of the State of Delaware and is validly existing and in good standing under the laws of the State of Delaware. The Guarantor is a Maryland real estate investment trust duly organized pursuant to its trust declaration dated October 2, 1997, as amended and supplemented, and a Certificate of Trust filed with the Secretary of the State of Maryland and is validly existing and in good standing under the laws of the State of Maryland. Each of the Borrower and the Guarantor (i) has all requisite power to own its respective property and conduct its respective business as now conducted and as presently contemplated, and (ii) as to the Borrower is in good standing as a foreign entity and is duly authorized to do business in the jurisdictions where the Real Estate of the Borrower is located and in each other jurisdiction where a failure to be so qualified in such other jurisdiction 27 could have a materially adverse effect on the business, assets or financial condition of such Person. The Guarantor is a real estate investment trust in full compliance with and entitled to the benefits of Section 856 of the Code. (b) Subsidiaries. Each of the Subsidiaries of the Borrower and the Guarantor (i) is a corporation, limited partnership, limited liability company or trust duly organized under the laws of its State of organization and is validly existing and in good standing under the laws thereof, (ii) has all requisite power to own its property and conduct its business as now conducted and as presently contemplated and (iii) is in good standing and is duly authorized to do business in each jurisdiction where Real Estate held by it is located and in each other jurisdiction where a failure to be so qualified could have a materially adverse effect on the business, assets or financial condition of the Borrower, the Guarantor, or such Subsidiary. (c) Authorization. The execution, delivery and performance of this Agreement and the other Loan Documents to which the Borrower, the Guarantor or any of their respective Subsidiaries is or is to become a party and the transactions contemplated hereby and thereby (i) are within the authority of such Person, (ii) have been duly authorized by all necessary proceedings on the part of such Person, (iii) do not and will not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which such Person is subject or any judgment, order, writ, injunction, license or permit applicable to such Person, (iv) do not and will not conflict with or constitute a default (whether with the passage of time or the giving of notice, or both) under any provision of the articles of incorporation, partnership agreement, declaration of trust or other charter documents or bylaws of, or any agreement or other instrument binding upon, such Person or any of its properties, and (v) do not and will not result in or require the imposition of any lien or other encumbrance on any of the properties, assets or rights of such Person. (d) Enforceability. The execution and delivery of this Agreement and the other Loan Documents to which the Borrower, the Guarantor or any of their respective Subsidiaries is or is to become a party are valid and legally binding obligations of such Person enforceable in accordance with the respective terms and provisions hereof and thereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors' rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought. SECTION 6.2. GOVERNMENTAL APPROVALS. The execution, delivery and performance of this Agreement and the other Loan Documents to which the Borrower, the Guarantor or any of their respective Subsidiaries is or is to become a party and the transactions contemplated hereby and thereby do not require the approval or consent of, or filing with, any governmental agency or authority other than those already obtained. SECTION 6.3. TITLE TO PROPERTIES; LEASE. The Borrower, the Guarantor and their Subsidiaries own all of the assets reflected in the consolidated balance sheet of the Borrower and the Guarantor as of the Balance Sheet Date or acquired since that date (except property and assets sold or otherwise disposed of in the ordinary course of business since that date), subject to no 28 rights of others, including any mortgages, leases, conditional sales agreements, title retention agreements, liens or other encumbrances except Permitted Liens. SECTION 6.4. FINANCIAL STATEMENTS. The Borrower has delivered to each of the Banks: (a) the consolidated balance sheet of the Guarantor and its respective Subsidiaries as of the Balance Sheet Date, and (b) certain other financial information relating to the Borrower, the Guarantor and the Real Estate. Such balance sheet and other information have been prepared in accordance with generally accepted accounting principles and fairly present the financial condition of the Borrower, the Guarantor and their respective Subsidiaries as of such dates and the results of the operations of the Borrower, the Guarantor and their respective Subsidiaries for such periods. There are no liabilities, contingent or otherwise, of the Borrower, the Guarantor or any of their respective Subsidiaries involving material amounts not disclosed in said financial statements and the related notes thereto. SECTION 6.5. NO MATERIAL CHANGES. Since the Balance Sheet Date, there has occurred no materially adverse change in the financial condition or business of the Borrower, the Guarantor, and their respective Subsidiaries taken as a whole as shown on or reflected in the consolidated balance sheet of the Borrower and the Guarantor as of the Balance Sheet Date, or its consolidated statement of income or cash flows for the fiscal year then ended, other than changes in the ordinary course of business that have not had any materially adverse effect either individually or in the aggregate on the business or financial condition of such Person. SECTION 6.6. FRANCHISES, PATENTS, COPYRIGHTS, ETC. The Borrower, the Guarantor and their respective Subsidiaries possess all franchises, patents, copyrights, trademarks, trade names, servicemarks, licenses and permits, and rights in respect of the foregoing, adequate for the conduct of their business substantially as now conducted without known conflict with any rights of others. SECTION 6.7. LITIGATION. Except as stated on Schedule 6.7 there are no actions, suits, proceedings or investigations of any kind pending or to the knowledge of such person threatened against the Borrower, the Guarantor or any of their respective Subsidiaries before any court, tribunal, arbitrator, mediator or administrative agency or board that, if adversely determined, might, either in any case or in the aggregate, materially adversely affect the properties, assets, financial condition or business of such Person or materially impair the right of such Person to carry on business substantially as now conducted by it, or result in any liability not adequately covered by insurance, or for which adequate reserves are not maintained on the balance sheet of such Person, or which question the validity of this Agreement or any of the other Loan Documents, any action taken or to be taken pursuant hereto or thereto or any lien or security interest created or intended to be created pursuant hereto or thereto, or which will adversely affect the ability of the Borrower or the Guarantor to pay and perform the Obligations in the manner contemplated by this Agreement and the other Loan Documents. SECTION 6.8. NO MATERIALLY ADVERSE CONTRACTS, ETC. None of the Borrower, the Guarantor or any of their respective Subsidiaries is subject to any charter, corporate or other legal restriction, or any judgment, decree, order, rule or regulation that has or is expected in the future to have a materially adverse effect on the business, assets or financial condition of such Person. None of the Borrower, the Guarantor, nor any of their respective Subsidiaries is a party to any contract or 29 agreement that has or is expected, in the judgment of the partners or officers of such Person, to have any materially adverse effect on the business of any of them. SECTION 6.9. COMPLIANCE WITH OTHER INSTRUMENTS, LAWS, ETC. None of the Borrower, the Guarantor or any of their respective Subsidiaries is in violation of any provision of its charter or other organizational documents, bylaws, or any agreement or instrument to which it may be subject or by which it or any of its properties may be bound or any decree, order, judgment, statute, license, rule or regulation, in any of the foregoing cases in a manner that could result in the imposition of substantial penalties or materially and adversely affect the financial condition, properties or business of such Person. SECTION 6.10. TAX STATUS. The Borrower, the Guarantor and each of their respective Subsidiaries (a) has made or filed all federal and state income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject, (b) has paid all taxes and other governmental assessments and charges shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and by appropriate proceedings and (c) has set aside on its books provisions reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the partners or officers of such Person know of no basis for any such claim. SECTION 6.11. NO EVENT OF DEFAULT. No Default or Event of Default has occurred and is continuing. SECTION 6.12. HOLDING COMPANY AND INVESTMENT COMPANY ACTS. None of the Borrower, the Guarantor, or any of their respective Subsidiaries is or after giving effect to any Loan will be, subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act or the Investment Company Act of 1940 or to any federal or state statute or regulation limiting its ability to incur indebtedness for borrowed money. SECTION 6.13. ABSENCE OF UCC FINANCING STATEMENTS, ETC. Except with respect to Permitted Liens, there is no financing statement, security agreement, chattel mortgage, real estate mortgage or other document filed or recorded with any filing records, registry, or other public office, that purports to cover, affect or give notice of any present or possible future lien on, or security interest or security title in, any property of the Borrower, the Guarantor or any of their respective Subsidiaries or rights thereunder. SECTION 6.14. [INTENTIONALLY OMITTED]. SECTION 6.15. CERTAIN TRANSACTIONS. Except as set forth on Schedule 6.15, none of the officers, trustees, directors, or employees of the Borrower, the Guarantor or any of their respective Subsidiaries is a party to any transaction with either or both of the Borrower, the Guarantor or any of their respective Subsidiaries (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, trustee, director or such employee or, to the knowledge of the 30 Borrower, the Guarantor, or any corporation, partnership, trust or other entity in which any officer, trustee, director, or any such employee has a substantial interest or is an officer, director, trustee or partner. SECTION 6.16. EMPLOYEE BENEFIT PLANS. The Borrower, the Guarantor and each ERISA Affiliate has fulfilled its obligations under the minimum funding standards of ERISA and the Code with respect to each Employee Benefit Plan, Multiemployer Plan or Guaranteed Pension Plan and is in compliance in all material respects with the presently applicable provisions of ERISA and the Code with respect to each Employee Benefit Plan, Multiemployer Plan or Guaranteed Pension Plan. Neither the Borrower, the Guarantor nor any ERISA Affiliate has (a) sought a waiver of the minimum funding standard under Section 412 of the Code in respect of any Employee Benefit Plan, Multiemployer Plan or Guaranteed Pension Plan, (b) failed to make any contribution or payment to any Employee Benefit Plan, Multiemployer Plan or Guaranteed Pension Plan, or made any amendment to any Employee Benefit Plan, Multiemployer Plan or Guaranteed Pension Plan, which has resulted or could result in the imposition of a lien or the posting of a bond or other security under ERISA or the Code, or (c) incurred any liability under Title IV of ERISA other than a liability to the PBGC for premiums under Section 4007 of ERISA. None of the Real Estate constitutes a "plan asset" of any Employee Benefit Plan, Multiemployer Plan or Guaranteed Pension Plan. SECTION 6.17. REGULATIONS T, U AND X. No portion of any Loan is to be used for the purpose of purchasing or carrying any "margin security" or "margin stock" as such terms are used in Regulations T, U and X of the Board of Governors of the Federal Reserve System, 12 C.F.R. Parts 220, 221 and 224. SECTION 6.18. ENVIRONMENTAL COMPLIANCE. The Borrower and the Guarantor each has taken all commercially reasonable steps to investigate the past and present conditions and usage of the Real Estate and the operations conducted thereon and, based upon such investigation makes the following representations and warranties. (a) To the best of the Borrower's and the Guarantor's knowledge, none of the Borrower, the Guarantor or their respective Subsidiaries or any operator of the Real Estate, or any operations thereon is in violation, or alleged violation, of any judgment, decree, order, law, license, rule or regulation pertaining to environmental matters, including, without limitation, those arising under the Resource Conservation and Recovery Act ("RCRA"), the Comprehensive Environmental Response, Compensation and Liability Act of 1980 as amended ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986 ("SARA"), the Federal Clean Water Act, the Federal Clean Air Act, the Toxic Substances Control Act, or any state or local statute, regulation, ordinance, order or decree relating to the environment (hereinafter "Environmental Laws"), which violation involves the Real Estate and would have a material adverse effect on the business, assets or financial condition of the Borrower, the Guarantor or any of their respective Subsidiaries. (b) None of the Borrower, the Guarantor or any of their respective Subsidiaries has received notice from any third party including, without limitation, any federal, state or local governmental authority, (i) that it has been identified by the United States Environmental Protection Agency ("EPA") as a potentially responsible party under CERCLA 31 with respect to a site listed on the National Priorities List, 40 C.F.R. Part 300 Appendix B (1986); (ii) that any hazardous waste, as defined by 42 U.S.C. Section 9601(5), any hazardous substances as defined by 42 U.S.C. Section 9601(14), any pollutant or contaminant as defined by 42 U.S.C. Section 9601(33) or any toxic substances, oil or hazardous materials or other chemicals or substances regulated by any Environmental Laws ("Hazardous Substances") which it has generated, transported or disposed of have been found at any site at which a federal, state or local agency or other third party has conducted or has ordered that the Borrower, the Guarantor or any of their respective Subsidiaries conduct a remedial investigation, removal or other response action pursuant to any Environmental Law; or (iii) that it is or shall be a named party to any claim, action, cause of action, complaint, or legal or administrative proceeding (in each case, contingent or otherwise) arising out of any third party's incurrence of costs, expenses, losses or damages of any kind whatsoever in connection with the release of Hazardous Substances. (c) To the best of the Borrower's and the Guarantor's knowledge, except as specifically set forth in the environmental assessments with respect to the "Mortgaged Properties" under the Revolving Credit Agreement provided to the Agent on or before the date hereof or as set forth on Schedule 6.18 attached hereto, or in the case of Real Estate acquired after the date hereof, to the best of the Borrower's and Guarantor's knowledge except as may be disclosed to the Agent in writing upon the acquisition of the same: (i) no portion of the Real Estate has been used for the handling, processing, storage or disposal of Hazardous Substances except in accordance with applicable Environmental Laws in all material respects, and no underground tank or other underground storage receptacle for Hazardous Substances is located on any portion of the Real Estate; (ii) in the course of any activities conducted by either the Borrower, the Guarantor, their Subsidiaries or the operators of its properties, no Hazardous Substances have been generated or are being used on the Real Estate except in the ordinary course of business and in accordance with applicable Environmental Laws in all material respects; (iii) there has been no past or present releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, disposing or dumping (a "Release") or threatened Release of Hazardous Substances on, upon, into or from any of the Real Estate, or, to the best of the Borrower's or the Guarantor's knowledge, on, upon, into or from the other properties of the Borrower, the Guarantor or their respective Subsidiaries, which Release would have a material adverse effect on the value of any of the Real Estate or adjacent properties or the environment; (iv) to the best of the Borrower's or the Guarantor's knowledge, there have been no Releases on, upon, from or into any real property in the vicinity of any of the Real Estate which through soil or groundwater contamination, may have come to be located on, and which would have a material adverse effect on the value of, the Real Estate; and (v) any Hazardous Substances that have been generated on any of the Real Estate have been transported off-site only by carriers having an identification number issued by the EPA or approved by a state or local environmental regulatory authority having jurisdiction regarding the transportation of such substance and treated or disposed of only by treatment or disposal facilities maintaining valid permits as required under all applicable Environmental Laws, which transporters and facilities have been and are, to the best of the Borrower's or the Guarantor's knowledge, operating in compliance with such permits and applicable Environmental Laws. (d) None of the Borrower, the Guarantor, their respective Subsidiaries, or the Real Estate is subject to any applicable Environmental Law requiring the performance of Hazardous Substances site assessments, or the removal or remediation of Hazardous Substances, 32 or the giving of notice to any governmental agency or the recording or delivery to other Persons of an environmental disclosure document or statement by virtue of the transactions set forth herein and contemplated hereby. SECTION 6.19. SUBSIDIARIES AND JOINT VENTURES. Schedule 6.19 sets forth all of the Subsidiaries and joint ventures of the Borrower and the Guarantor. The form and jurisdiction of organization of each of the Subsidiaries and joint ventures, and the Borrower's and the Guarantor's ownership interest therein, is set forth in said Schedule 6.19. SECTION 6.20. [INTENTIONALLY OMITTED]. SECTION 6.21. LOAN DOCUMENTS. All of the representations and warranties made by or on behalf of the Borrower, the Guarantor, and their respective Subsidiaries in this Agreement and the other Loan Documents or any document or instrument delivered to the Agent or the Banks pursuant to or in connection with any of such Loan Documents are true and correct in all material respects, and neither the Borrower, the Guarantor nor any of their respective Subsidiaries has failed to disclose such information as is necessary to make such representations and warranties not misleading. SECTION 6.22. PROPERTY. All of the Borrower's and its Subsidiaries' Real Estate is in good condition and working order subject to ordinary wear and tear. The Borrower further has completed an appropriate investigation of the environmental condition of each such property owned or leased by the Borrower or its Subsidiaries as of the later of the date of the Borrower's or such Subsidiaries' purchase thereof or the date upon which such property was last given as security for Indebtedness of the Borrower or such Subsidiary, including preparation or updating of a "Phase I" report and, if recommended by the "Phase I" report, a "Phase II" report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless satisfactory remediation actions are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower or any of its Subsidiaries which are payable by the Borrower or its Subsidiaries (except only real estate or other taxes or assessments, that are not yet due and payable or are being protested as permitted by this Agreement). There are no pending eminent domain proceedings against any property of the Borrower or its Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which may individually or in the aggregate have any materially adverse effect on the business or financial condition of the Borrower. None of the property of the Borrower or its Subsidiaries is now damaged as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate would have any materially adverse effect on the business or financial condition of the Borrower. SECTION 6.23. BROKERS. None of the Borrower, the Guarantor, or any of their respective Subsidiaries has engaged or otherwise dealt with any broker, finder or similar entity in connection with this Agreement or the Loans contemplated hereunder. SECTION 6.24. OTHER DEBT. None of the Borrower, the Guarantor, or any of their respective Subsidiaries is in default of the payment of any Indebtedness or any other agreement, mortgage, 33 deed of trust, security agreement, financing agreement, indenture or lease to which any of them is a party. The Borrower is not a party to or bound by any agreement, instrument or indenture that may require the subordination in right or time or payment of any of the Obligations to any other indebtedness or obligation of the Borrower. The Borrower has provided to the Agent a schedule, and upon the request of the Agent will provide copies, of all agreements, mortgages, deeds of trust, financing agreements or other material agreements binding upon the Borrower or its properties and entered into by the Borrower as of the date of this Agreement with respect to any Indebtedness of the Borrower. SECTION 6.25. SOLVENCY. As of the Closing Date and after giving effect to the transactions contemplated by this Agreement and the other Loan Documents, including all Loans made or to be made hereunder, neither the Borrower, the Guarantor nor any of their Subsidiaries is insolvent on a balance sheet basis such that the sum of such Person's assets exceeds the sum of such Person's liabilities, such Person is able to pay its debts as they become due, and such Person has sufficient capital to carry on its business. SECTION 6.26. [INTENTIONALLY OMITTED]. SECTION 6.27. NO FRAUDULENT INTENT. Neither the execution and delivery of this Agreement or any of the other Loan Documents nor the performance of any actions required hereunder or thereunder is being undertaken by the Borrower, Guarantor or any of their respective Subsidiaries with or as a result of any actual intent by any of such Persons to hinder, delay or defraud any entity to which any of such Persons is now or will hereafter become indebted. SECTION 6.28. TRANSACTION IN BEST INTERESTS OF BORROWER; CONSIDERATION. The transaction evidenced by this Agreement and the other Loan Documents is in the best interests of the Borrower, the Guarantor, each of their respective Subsidiaries and the creditors of such Persons. The direct and indirect benefits to inure to the Borrower, the Guarantor and each of their respective Subsidiaries pursuant to this Agreement and the other Loan Documents constitute substantially more than "reasonably equivalent value" (as such term is used in Section 548 of the Bankruptcy Code) and "valuable consideration," "fair value," and "fair consideration," (as such terms are used in any applicable state fraudulent conveyance law), in exchange for the benefits to be provided by the Borrower, the Guarantor and each of their respective Subsidiaries pursuant to this Agreement and the other Loan Documents, and but for the willingness of the Guarantor to guaranty the Loan, Borrower would be unable to obtain the financing contemplated hereunder which financing will enable the Borrower and its Subsidiaries to have available financing to refinance the indebtedness under the Prior Credit Agreement and to conduct and expand their business. SECTION 6.29. PARTNERS AND THE GUARANTOR. Guarantor is the sole general partner of the Borrower and owns a 1% general partnership interest and a 79.714% limited partnership interest in the Borrower. Guarantor owns no assets other than its interest in the Borrower as a general partner and limited partner, cash, Short-term Investments and the property described in Schedule 6.29 hereto. 34 SECTION 6.30. PRINCIPAL DOCUMENTS. All obligations of the parties under each of the Principal Documents has been satisfied, and there are no surviving benefits or obligations under any of the Principal Documents. SECTION 7. AFFIRMATIVE COVENANTS OF THE GUARANTOR AND THE BORROWER. The Guarantor (to the extent hereinafter provided) and the Borrower covenant and agree that, so long as any Loan or Note is outstanding or any Bank has any obligation to make any Loans: SECTION 7.1. PUNCTUAL PAYMENT. The Borrower will duly and punctually pay or cause to be paid the principal and interest on the Loans and all interest and fees provided for in this Agreement, all in accordance with the terms of this Agreement and the Notes as well as all other sums owing pursuant to the Loan Documents. SECTION 7.2. MAINTENANCE OF OFFICE. The Borrower will maintain its chief executive office at 27600 Northwestern Highway, Suite 200, Southfield, Michigan, 48034, or at such other place in the United States of America as the Borrower shall designate upon prior written notice to the Agent and the Banks, where notices, presentations and demands to or upon the Borrower in respect of the Loan Documents may be given or made. SECTION 7.3. RECORDS AND ACCOUNTS. The Borrower will (a) keep, and cause each of its Subsidiaries to keep, true and accurate records and books of account in which full, true and correct entries will be made in accordance with generally accepted accounting principles and (b) maintain adequate accounts and reserves for all taxes (including income taxes), depreciation and amortization of its properties and the properties of its Subsidiaries, contingencies and other reserves. Neither the Borrower nor the Guarantor nor any of their respective Subsidiaries shall, without the prior written consent of the Majority Banks, (x) make any material changes to the accounting principles used by such Person in preparing the financial statements and other information described in Section 6.4 or (y) change its fiscal year. SECTION 7.4. FINANCIAL STATEMENTS, CERTIFICATES AND INFORMATION. The Borrower and the Guarantor will deliver or cause to be delivered to each of the Banks: (a) as soon as practicable, but in any event not later than one hundred (100) days after the end of each fiscal year of the Guarantor, the audited Consolidated balance sheet of the Guarantor and its Subsidiaries at the end of such year, and the related audited Consolidated statements of income, changes in shareholder's equity and cash flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, and accompanied by an auditor's report prepared without qualification by Deloitte & Touche, or by another "Big Five" accounting firm, the Form 10-K filed with the SEC (unless the SEC has approved an extension, in which event the Guarantor will deliver to the Agent and each of the Banks a copy of the Form 10-K simultaneously with delivery to the SEC), a statement of the Borrower's taxable net income for the prior fiscal year, and any other information the Banks may need to complete a financial analysis of the Guarantor and its Subsidiaries; 35 (b) as soon as practicable, but in any event not later than fifty-five (55) days after the end of each of the first three (3) fiscal quarters of the Borrower and the Guarantor, respectively, copies of the unaudited Consolidated balance sheet of the Borrower and its Subsidiaries and the Guarantor and its Subsidiaries, respectively, as at the end of such quarter, and the related unaudited Consolidated statements of income, changes in shareholder's equity and cash flows for the portion of the Borrower's and the Guarantor's, respectively, fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principles (which, as to the Guarantor, may be provided by inclusion in the Form 10-Q of the Guarantor for such period provided pursuant to subsection (c) below), together with a certification by the principal financial or accounting officer of the Borrower and the Guarantor, respectively, that the information contained in such financial statements fairly presents the financial position of such Person and its Subsidiaries on the date thereof (subject to year-end adjustments); provided, however, that unless otherwise requested by the Agent or the Majority Banks, the Borrower shall not be required to deliver the balance sheets, statements or other matters required by this Section 7.4(b) to the extent the same are incorporated in the balance sheets, statements and other matters delivered to the Banks by the Guarantor; (c) as soon as practicable, but in any event not later than fifty-five (55) days after the end of each of the first three (3) fiscal quarters of the Guarantor in each year, copies of Form 10-Q filed with the SEC (unless the SEC has approved an extension in which event the Guarantor will deliver such copies of the Form 10-Q to the Agent and each of the Banks simultaneously with delivery to the SEC); (d) as soon as practicable, but in any event not later than fifty-five (55) days after the end of the first three (3) fiscal quarters of the Borrower, copies of a Consolidated statement of Operating Cash Flow for such fiscal quarter for the Borrower and its Subsidiaries and a statement of Operating Cash Flow for such fiscal quarter for the Borrower, prepared on a basis consistent with the statement furnished pursuant to Section 6.4(c) together with a certification by the chief financial or chief accounting officer of the general partner of the Borrower, that the information contained in such statement fairly presents the Operating Cash Flow of the Borrower and its Subsidiaries for such period; (e) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement (a "Compliance Certificate") certified by the principal financial or accounting officer of Guarantor and of the general partner of the Borrower in the form of Exhibit C hereto (or in such other form as the Agent may approve from time to time) setting forth in reasonable detail computations evidencing compliance with the covenants contained in Section 9 and the other covenants described therein, and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; (f) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the SEC or sent to the stockholders of the Guarantor or the partners of the Borrower; (g) [INTENTIONALLY OMITTED]; (h) [INTENTIONALLY OMITTED]; 36 (i) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, the following with respect to each acquisition of an interest in Real Estate having a fair market value in excess of $10,000,000.00 by the Borrower or any of its Subsidiaries (which for the purposes of this Section 7.4(h) shall include the Investments described in Section 8.3(I), provided that with respect to the Investments described in Section 8.3(i), the following items shall be provided to the extent reasonably available to the Borrower or its Subsidiaries): (i) the closing statement relating to such acquisition, (ii) a description of the property acquired, (iii) a certificate from the chief financial or accounting officer of the Borrower stating that (A) an environmental site assessment has been prepared by an environmental engineer and such assessment contains no material qualifications with respect to such Real Estate and (B) a statement of condition of such Real Estate has been prepared by a construction engineer and such statement contains no material qualifications, and (iv) a historical operating statement of such Real Estate for such period as may be available to the Borrower and a current rent roll for such Real Estate; (j) promptly after they are filed with the Internal Revenue Service, copies of all annual federal income tax returns and amendments thereto of the Borrower and the Guarantor; (k) [INTENTIONALLY OMITTED]; (l) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, each of the following with respect to each acquisition of an interest in a Subsidiary: (i) the name and structure of the Subsidiary, (ii) a description of the property owned by such Subsidiary, and (iii) such other information as the Agent may reasonably request; (m) simultaneously with the delivery of the financial statement referred to in subsection (a) above, a statement (i) listing the Real Estate owned by the Borrower and its Subsidiaries (or in which the Borrower or its Subsidiaries owns an interest) and stating the location thereof, the date acquired and the acquisition cost, (ii) listing the Indebtedness of the Borrower and its Subsidiaries (excluding Indebtedness of the type described in Section 8.1(b)-(e)), which statement shall include, without limitation, a statement of the original principal amount of such Indebtedness and the current amount outstanding, the holder thereof, the maturity date and any extension options, the interest rate, the collateral provided for such Indebtedness and whether such Indebtedness is recourse or non-recourse, and (iii) listing the properties of the Borrower and its Subsidiaries which are under "development" (as used in Section 8.9) and providing a brief summary of the status of such development; (n) not later than thirty (30) days prior to the end of each fiscal year of the Borrower a budget and business plan for the next fiscal year; (o) as soon as practicable, but in any event not later than one hundred (100) days after the end of each fiscal year of the Borrower, the unaudited Consolidated balance sheet of the Borrower and its Subsidiaries at the end of such year, and the related unaudited consolidated statements of income, changes in shareholder's equity and cash flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such 37 statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, and accompanied by a certification by the principal financial or accounting officer of the Borrower that the information contained in such financial statements fairly presents the financial position of the Borrower and its Subsidiaries on the date thereof (provided, however, the Borrower shall not be required to provide such statements in the event that such statements would be substantially similar to the consolidated statements provided by the Guarantor); and (p) from time to time such other financial data and information in the possession of the Borrower, the Guarantor or their respective Subsidiaries (including without limitation auditors' management letters, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting the Borrower or the Guarantor) as the Agent may reasonably request. SECTION 7.5. NOTICES. (a) Defaults. The Borrower will promptly notify the Agent in writing of the occurrence of any Default or Event of Default. If any Person shall give any notice or take any other action in respect of a claimed default (whether or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, the Guarantor or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would have a material adverse effect on the Borrower or the Guarantor, the Borrower shall forthwith give written notice thereof to the Agent and each of the Banks, describing the notice or action and the nature of the claimed default. (b) Environmental Events. The Borrower will promptly give notice to the Agent (i) upon the Borrower obtaining knowledge of any potential or known Release of any Hazardous Substances at or from any Real Estate; (ii) of any violation of any Environmental Law that the Borrower or any of its Subsidiaries reports in writing or is reportable by such Person in writing (or for which any written report supplemental to any oral report is made) to any federal, state or local environmental agency and (iii) upon becoming aware thereof, of any inquiry, proceeding, investigation, or other action, including a notice from any agency of potential environmental liability, of any federal, state or local environmental agency or board, that in either case involves any Real Estate or has the potential to materially affect the assets, liabilities, financial conditions or operations of the Borrower or any Subsidiary. (c) Notice of Litigation and Judgments. The Borrower will give notice to the Agent in writing within fifteen (15) days of becoming aware of any litigation or proceedings threatened in writing or any pending litigation and proceedings affecting the Borrower, the Guarantor or any of their respective Subsidiaries or to which the Borrower, the Guarantor or any of their respective Subsidiaries is or is to become a party involving an uninsured claim against the Borrower, the Guarantor or any of their respective Subsidiaries that could reasonably be expected to have a materially adverse effect on the Borrower or the Guarantor and stating the nature and status of such litigation or proceedings. The Borrower will give notice to the Agent, in writing, in form and detail satisfactory to the Agent and each of the Banks, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the 38 Borrower, the Guarantor or any of their respective Subsidiaries in an amount in excess of $100,000. (d) Notice of Proposed Sales, Encumbrances, Refinance or Transfer of Real Estate. The Borrower will give notice to the Agent of any proposed or completed sale, encumbrance, refinance or transfer of any Real Estate or other Investment described in Section 8.3(i) of the Borrower, the Guarantor or their respective Subsidiaries within any fiscal quarter of the Borrower, such notice to be submitted, in the case of any such sale, encumbrance, refinance or transfer in an amount in excess of $25,000,000.00, together with the Compliance Certificate provided or required to be provided to the Banks under Section 7.4 with respect to such fiscal quarter. The Compliance Certificate shall with respect to any proposed or completed sale, encumbrance, refinance or transfer be adjusted in the best good faith estimate of the Borrower to give effect to such sale, encumbrance, refinance or transfer and demonstrate that no Default or Event of Default with respect to the covenants referred to therein shall exist after giving effect to such sale, encumbrance, refinance or transfer. Notwithstanding the foregoing, in the event of any sale, encumbrance, refinance or transfer of any Real Estate or other Investment described in Section 8.3(i) of the Borrower, the Guarantor or their respective Subsidiaries, the Borrower shall promptly give notice to the Agent of such transaction, which notice shall be accompanied by a Compliance Certificate prepared using the financial statements of the Borrower most recently provided or required to be provided to the Banks under Section 6.4 or Section 7.4 adjusted as provided in the preceding sentence. (e) Notification of Banks. Promptly after receiving any notice under this Section 7.5, the Agent will forward a copy thereof to each of the Banks, together with copies of any certificates or other written information that accompanied such notice. SECTION 7.6. EXISTENCE; MAINTENANCE OF PROPERTIES. (a) The Borrower will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a Delaware limited partnership. The Guarantor will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a Maryland real estate investment trust. The Borrower and the Guarantor will cause each of their respective Subsidiaries to do or cause to be done all things necessary to preserve and keep in full force and effect its legal existence. The Borrower and the Guarantor will do or cause to be done all things necessary to preserve and keep in full force all of their respective rights and franchises and those of their Subsidiaries. The Borrower will, and will cause each of its Subsidiaries to, continue to engage primarily in the businesses now conducted by it and in related businesses. (b) The Borrower (i) will cause all of its properties and those of its Subsidiaries used or useful in the conduct of its business or the business of its Subsidiaries to be maintained and kept in good condition, repair and working order (ordinary wear and tear excepted) and supplied with all necessary equipment, and (ii) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof in all cases in which the failure so to do would have a material adverse effect on the condition of any Real Estate or on the financial condition, assets or operations of the Borrower and its Subsidiaries. 39 (c) The common stock of Guarantor shall at all times be listed for trading and be traded on the New York Stock Exchange. SECTION 7.7. INSURANCE. The Borrower will procure and maintain or cause to be procured and maintained insurance covering the Borrower and the Guarantor and their respective Subsidiaries and their respective properties (the cost of such insurance to be borne by the insured thereunder) in such amounts and against such risks and casualties as are customary for properties of similar character and location, due regard being given to the type of improvements thereon, their construction, location, use and occupancy. SECTION 7.8. TAXES. The Borrower and each Subsidiary will duly pay and discharge, or cause to be paid and discharged, before the same shall become overdue, all taxes, assessments and other governmental charges imposed upon it and upon the Real Estate, sales and activities, or any part thereof, or upon the income or profits therefrom as well as all claims for labor, materials, or supplies that if unpaid might by law become a lien or charge upon any of its property; provided that any such tax, assessment, charge, levy or claim need not be paid if the validity or amount thereof shall currently be contested in good faith by appropriate proceedings and if the Borrower or such Subsidiary shall have set aside on its books adequate reserves with respect thereto; and provided, further that forthwith upon the commencement of proceedings to foreclose any lien that may have attached as security therefor, the Borrower and each Subsidiary of the Borrower either (i) will provide a bond issued by a surety reasonably acceptable to the Agent and sufficient to stay all such proceedings or (ii) if no such bond is provided, will pay each such tax, assessment, charge, levy or claim. SECTION 7.9. INSPECTION OF PROPERTIES AND BOOKS. The Borrower shall permit the Banks, through the Agent or any representative designated by the Agent, at the Borrower's expense to visit and inspect any of the properties of the Borrower or any of its Subsidiaries, to examine the books of account of the Borrower and its Subsidiaries (and to make copies thereof and extracts therefrom) and to discuss the affairs, finances and accounts of the Borrower and its Subsidiaries with, and to be advised as to the same by, its officers, all at such reasonable times and intervals as the Agent or any Bank may reasonably request, provided that so long as no Default or Event of Default shall have occurred and be continuing, the Borrower shall not be required to pay for such visits and inspections more often than once in any twelve (12) month period. The Banks shall use good faith efforts to coordinate such visits and inspections so as to minimize the interference with and disruption to the Borrower's normal business operations. SECTION 7.10. COMPLIANCE WITH LAWS, CONTRACTS, LICENSES, AND PERMITS. The Borrower will comply with, and will cause each of its Subsidiaries to comply in all respects with, (i) all applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (ii) the provisions of its corporate charter, partnership agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (iii) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required by applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties. If at any time while any Loan or Note is outstanding or the Banks have any obligation to make Loans hereunder, any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or 40 required in order that the Borrower may fulfill any of its obligations hereunder, the Borrower will immediately take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Banks with evidence thereof. SECTION 7.11. USE OF PROCEEDS. Subject to the terms, covenants and conditions set forth herein, the Borrower will use the proceeds of the Loans to the Borrower solely to provide short-term financing (a) for the acquisition of fee interests by the Borrower in Real Estate which is utilized principally for shopping centers, (b) for Capital Improvement Projects, (c) subject to the restrictions set forth in Section 8.9 for development of new shopping centers, the acquisition of undeveloped Real Estate, (d) for general corporate purposes including working capital, (e) to repay outstanding Indebtedness, and (f) for such other purposes as the Majority Banks in their discretion from time to time may agree to in writing. SECTION 7.12. FURTHER ASSURANCES. Each of the Borrower and the Guarantor will cooperate with, and will cause each of its Subsidiaries to cooperate with the Agent and the Banks and execute such further instruments and documents as the Banks or the Agent shall reasonably request to carry out to their satisfaction the transactions contemplated by this Agreement and the other Loan Documents. SECTION 7.13. COMPLIANCE. The Borrower shall operate its business, and shall cause each of its Subsidiaries to operate its business, in compliance with the terms and conditions of this Agreement and the other Loan Documents. The Guarantor shall at all times comply with all requirements of applicable laws necessary to maintain REIT Status and shall operate its business in compliance with the terms and conditions of this Agreement and the other Loan Documents. SECTION 7.14. LIMITING AGREEMENTS. (a) Neither Borrower, the Guarantor nor any of their respective Subsidiaries shall enter into, any agreement, instrument or transaction which has or may have the effect of prohibiting or limiting Borrower's, the Guarantor's or any of their respective Subsidiaries' ability to pledge to Agent any assets which are owned by the Borrower, the Guarantor or any such Subsidiary and which are not otherwise now or in the future subject to liens permitted by Section 8.2(vi), (vii) and (viii) as security for the Loans. Borrower shall take, and shall cause the Guarantor and their respective Subsidiaries to take, such actions as are necessary to preserve the right and ability of Borrower, the Guarantor and their respective Subsidiaries to pledge such assets as security for the Loans without any such pledge after the date hereof causing or permitting the acceleration (after the giving of notice or the passage of time, or otherwise) of any other Indebtedness of Borrower, the Guarantor or any of their respective Subsidiaries. (b) Borrower shall, upon demand, provide to the Agent such evidence as the Agent may reasonably require to evidence compliance with this Section 7.14, which evidence shall include, without limitation, copies of any agreements or instruments which would in any way restrict or limit the Borrower's, any Guarantor's or any Subsidiary's ability to pledge assets as security for Indebtedness, or which provide for the occurrence of a default (after the giving of notice or the passage of time, or otherwise) if assets are pledged in the future as security for Indebtedness of the Borrower or Guarantor. 41 SECTION 7.15. OWNERSHIP OF REAL ESTATE. Without the prior written consent of the Majority Banks, which consent may be withheld by the Majority Banks in their sole discretion, all interests (whether direct or indirect) of the Borrower or the Guarantor in real estate assets acquired after the date hereof shall be owned directly by the Borrower; provided, however, subject to the restrictions in Section 8.3, the Borrower shall be permitted to own Real Estate through Subsidiaries or joint ventures. SECTION 7.16. MORE RESTRICTIVE AGREEMENTS. Should the Borrower, the Guarantor or any of their respective Subsidiaries enter into or modify any agreements or documents pertaining to any existing or future Indebtedness, Debt Offering or Equity Offering, which agreements or documents include covenants, whether affirmative or negative (or any other provision which may have the same practical effect as any of the foregoing), which are individually or in the aggregate more restrictive against the Borrower, the Guarantor or their respective Subsidiaries than those set forth in Section 8 and Section 9 of this Agreement or the Guaranty, the Borrower shAll promptly notify the Agent and, if requested by the Majority Banks, the Borrower, the Agent, and the Majority Banks shall promptly amend this Agreement and the other Loan Documents to include some or all of such more restrictive provisions as determined by the Majority Banks in their sole discretion. Each of the Borrower and Guarantor agree to deliver to the Agent copies of any agreements or documents (or modifications thereof) pertaining to existing or future Indebtedness, Debt Offering or Equity Offering of the Borrower, the Guarantor or any of their respective Subsidiaries as the Agent from time to time may request. Notwithstanding the foregoing, this Section 7.16 shall not apply to covenants contained in any agreements or documents evidencing or securing Non-recourse Indebtedness or covenants in agreements or documents relating to recourse Indebtedness that relate only to specific Real Estate that is collateral for such Indebtedness. SECTION 7.17. GUARANTOR RESTRICTIONS. The Borrower and Guarantor covenant and agree that: Guarantor will at all times (a) be the sole general partner of the Borrower, (b) own not less than fifty-one percent (51%) of the partnership interests in the Borrower, and in any event the largest percentage interest of any partner in the Borrower and (c) be responsible for making all major and day-to-day operational and management decisions to be made by the Borrower in the conduct of its business. Without the prior written consent of Agent, Guarantor shall not own any assets other than its interest in the Borrower as a general partner and a limited partner, cash, Short-term Investments and the property described on Schedule 6.29 hereto. SECTION 7.18. INTEREST RATE CONTRACT(S). The Borrower shall at all times from and after the date hereof maintain in full force and effect, an Interest Rate Contract(s) in form and substance satisfactory to Agent on an amount equal to the lesser of (a) $75,000,000.00 or (b) an amount necessary to ensure that not more than twenty-five percent (25%) of all outstanding "Debt" (as hereinafter defined) of Borrower and its Subsidiaries is variable rate Debt. The Interest Rate Contract(s) shall be provided by any Bank which is a party to this Agreement or a bank or other financial institution that has unsecured, uninsured and unguaranteed long-term debt which is rated at least A-3 by Moody's Investor Service, Inc. or at least A- by Standard & Poor's Corporation. The Borrower shall upon the request of the Agent provide to the Agent evidence that the Interest Rate Contract(s) is in effect. For the purposes of this Section 7.18, the term "Debt" shall mean any indebtedness of the Borrower or any of its Subsidiaries, whether or not contingent, and without duplication, in respect of (i) borrowed money evidenced by bonds, notes, 42 debentures or similar instruments or (ii) indebtedness secured by any mortgage, pledge, lien, charge, encumbrance or any security interest existing on property owned by the Borrower or any of its Subsidiaries, to the extent that any such items would appear as a liability on the balance sheet of the Borrower or any of its Subsidiaries in accordance with generally accepted accounting principles, and also includes, to the extent not otherwise included, any obligation by the Borrower or any Subsidiary to be liable for, or to pay, as obligor, guarantor or otherwise (other than for purposes of collection in the ordinary course of business), indebtedness of another Person (other than the Borrower or any Subsidiary) (it being understood that Debt shall be deemed to be incurred by the Borrower or any of its Subsidiaries whenever the Borrower or any of its Subsidiaries shall create, assume, guarantee or otherwise become liable in respect thereof). SECTION 8. CERTAIN NEGATIVE COVENANTS OF THE GUARANTOR AND THE BORROWER. The Borrower and the Guarantor, jointly and severally, covenant and agree that, so long as any Loan or Note is outstanding or any of the Banks has any obligation to make any Loans: SECTION 8.1. RESTRICTIONS ON INDEBTEDNESS. Except as permitted in Section 8.1(f) below, the Guarantor will not (other than solely aS a result of its status as a general partner of the Borrower) create, incur, assume, guarantee or be or remain liable, contingently or otherwise with respect to any Indebtedness other than the Obligations and any Indebtedness of the Borrower permitted under the terms of this Section 8.1. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume, guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than: (a) Indebtedness to the Banks arising under any of the Loan Documents, and Indebtedness and obligations in respect of the Interest Rate Contract required pursuant to Section 7.18; (b) current liabilities of the Borrower or its Subsidiaries incurred in the ordinary course of business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (c) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 7.8; (d) Indebtedness in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (e) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (f) subject to the provisions of Section 9, (i) Non-recourse Indebtedness of the Borrower or any of its Subsidiaries, provided that neither the Borrower nor any of its 43 Subsidiaries shall incur any Non-recourse Indebtedness unless the Borrower shall have provided to the Banks a statement that no Default or Event of Default exists and a Compliance Certificate demonstrating that the Borrower will be in compliance with the covenants referred to therein after giving effect to such incurrence, and environmental indemnities and customary exceptions to exculpatory language shall be permitted in any such Non-recourse Indebtedness, and (ii) Indebtedness of Borrower or Guarantor under environmental indemnities and guarantees with respect to customary exceptions to exculpatory language with respect to Non-recourse Indebtedness of Borrower's Subsidiaries or joint ventures permitted pursuant to Section 8.3(k) (it being agreed that any such indemnity or guaranty shall not cause such Non-recourse Indebtedness to be deemed to be recourse Indebtedness and provided that in the event any claim is made against Borrower, Guarantor or any of its Subsidiaries with respect to such indemnities, guarantees or exceptions, the amount so claimed shall be considered a recourse liability of such Person); (g) Indebtedness in respect of reverse repurchase agreements having a term of not more than one hundred eighty (180) days with respect to Investments described in Section 8.3(d) or (e); (h) subject to the provisions of Section 9, other unsecured recourse Indebtedness of the Borrower and its Subsidiaries in an aggregate outstanding principal amount (excluding the Obligations) not exceeding $5,000,000.00; provided that neither the Borrower nor any of its Subsidiaries shall incur any recourse Indebtedness described in this Section 8.1(h) unless the Borrower shall have provided to the Banks a statement that no Default or Event of Default exists and a Compliance Certificate demonstrating that the Borrower will be in compliance with the covenants referred to therein after giving effect to such incurrence; (i) Indebtedness in respect of purchase money financing for equipment, computers and vehicles acquired in the ordinary course of the Borrower's business not exceeding $1,000,000.00; (j) subject to the provisions of Section 9, (i) recourse debt to obtain a construction loan or loans or obligations under completion guarantees in an aggregate amount not exceeding $40,000,000.00 and (ii) recourse debt to obtain a construction loan or loans or obligations under completion guarantees in an aggregate additional amount not exceed $30,000,000.00 provided that the Real Estate with respect to which any such loan or guarantee pertains has a "Debt Service Coverage Ratio" (as hereunder defined) of not less than 1.30 to 1; and provided that in the case of either (i) or (ii) of this Section 8.1(j), the liability under any completion guaranty shall equal the remaining costs to complete the applicable construction project in excess of construction loan or mezzanine loan proceeds available therefor and any equity deposited or invested for the payment of such costs. For the purposes of this Section 8.1(j), "Debt Service Coverage Ratio" means, on any date of determination, for the period of four (4) fiscal quarters just ended prior to the date of determination, the ratio of (i) Operating Cash Flow from the subject parcel of Real Estate to (ii) Debt Service relating to such parcel of Real Estate for such period; provided, however, that for the purposes of determining compliance with this debt service coverage ratio requirement, prior to such time as the Borrower has owned and operated a parcel of Real Estate to which a construction loan or completion guaranty pertains for four (4) full fiscal quarters, the Operating Cash Flow with respect to such parcel of Real Estate for the number of full fiscal quarters which the Borrower has owned and operated such parcel of Real Estate as annualized shall be utilized; 44 (k) subject to the provisions of Section 9, other secured recourse Indebtedness in a principal amount not to exceed $125,000,000.00 (or $150,000,000.00 if, but only if, the facility under the Revolving Credit Agreement is increased as contemplated therein); (l) subject to the provisions of Section 9, Indebtedness arising under any Interest Rate Contract required by the holder of Indebtedness described in Section 8.1(k), provided that any such Indebtedness does not materially exceed the Indebtedness under the Interest Rate Contract required by the Revolving Credit Agreement as of the date hereof; (m) subject to the provisions of Section 9, unsecured Indebtedness of Borrower under guarantees of loans made to employees of Guarantor to purchase stock in Guarantor, provided that such Indebtedness does not exceed $15,000,000.00 in the aggregate; (n) subject to the provisions of Section 9, other unsecured recourse Indebtedness of the Borrower and its Subsidiaries in an aggregate outstanding principal amount not exceeding $5,000,000.00 in connection with the issuance of letters of credit on behalf of Borrower or any of its Subsidiaries (exclusive of letters of credit issued under the Revolving Credit Agreement); and (o) subject to the provisions of Section 9, unsecured Indebtedness under guarantees to joint venture partners relating to the repurchase of ownership interests of such joint venture partners, provided that such Indebtedness does not exceed $15,000,000.00 in the aggregate, and provided further that any such guaranty may at the option of Agent not be considered as Indebtedness for the purposes of Section 9.1 of this Agreement in the event that Agent shall determine in its sole discretion that circumstances relating to the Real Estate to which such guaranty relates are such that it is not likely that such guaranty would be called upon. SECTION 8.2. RESTRICTIONS ON LIENS ETC. Neither the Guarantor nor the Borrower will, nor will either of them permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of its property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; provided that the Borrower, the Guarantor and any Subsidiary of either of them may create or incur or suffer to be created or incurred or to exist: (i) liens in favor of the Borrower or the Guarantor on all or part of the assets of Subsidiaries of such Person securing Indebtedness owing by Subsidiaries of such Person to such Person; 45 (ii) liens on properties to secure taxes, assessments and other governmental charges or claims for labor, material or supplies in respect of obligations not overdue; (iii) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, old age pensions or other social security obligations; (iv) liens on properties or any interest therein (including the rents, issues and profits therefrom) in respect of judgments, awards or indebtedness, the Indebtedness with respect to which is permitted by Section 8.1(d) or Section 8.1(f); (v) encumbrances on properties consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which the Borrower, the Guarantor or a Subsidiary of such Person is a party, and other minor liens or encumbrances none of which interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower, the Guarantor or their Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower or the Guarantor individually or of such Person and its Subsidiaries on a Consolidated basis; (vi) liens on the specific personal property acquired by Indebtedness permitted by Section 8.1(i); (vii) liens on properties or interests therein to secure Indebtedness permitted by Section 8.1(f) or Section 8.1(k); and (viii) liens and encumbrances on Real Estate that is the subject of a construction loan permitted under the terms of Section 8.1(j). SECTION 8.3. RESTRICTIONS ON INVESTMENTS. Neither the Borrower nor the Guarantor will, nor will either of them permit any of its Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments in: (a) marketable direct or guaranteed obligations of the United States of America that mature within one (1) year from the date of purchase by the Borrower or its Subsidiary; (b) marketable direct obligations of any of the following: Federal Home Loan Mortgage Corporation, Student Loan Marketing Association, Federal Home Loan Banks, Federal National Mortgage Association, Government National Mortgage Association, Bank for Cooperatives, Federal Intermediate Credit Banks, Federal Financing Banks, Export-Import Bank of the United States, Federal Land Banks, or any other agency or instrumentality of the United States of America; (c) demand deposits, certificates of deposit, bankers acceptances and time deposits of United States banks having total assets in excess of $100,000,000; provided, 46 however, that the aggregate amount at any time so invested with any single bank having total assets of less than $1,000,000,000 will not exceed $200,000; (d) securities commonly known as "commercial paper" issued by a corporation organized and existing under the laws of the United States of America or any State which at the time of purchase are rated by Moody's Investors Service, Inc. or by Standard & Poor's Corporation at not less than "P 1" if then rated by Moody's Investors Service, Inc., and not less than "A 1", if then rated by Standard & Poor's Corporation; (e) mortgage-backed securities guaranteed by the Government National Mortgage Association, the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation and other mortgage-backed bonds which at the time of purchase are rated by Moody's Investors Service, Inc. or by Standard & Poor's Corporation at not less than "Aa" if then rated by Moody's Investors Service, Inc. and not less than "AA" if then rated by Standard & Poor's Corporation; (f) repurchase agreements having a term not greater than ninety (90) days and fully secured by securities described in the foregoing subsection (a), (b) or (e) with banks described in the foregoing subsection (c) or with financial institutions or other corporations having total assets in excess of $500,000,000; (g) shares of so-called "money market funds" registered with the SEC under the Investment Company Act of 1940 which maintain a level per-share value, invest principally in investments described in the foregoing subsections (a) through (f) and have total assets in excess of $50,000,000; (h) Investments in Subsidiaries of the Borrower or the Guarantor, but any Investment in existing Subsidiaries that are not one hundred percent (100%) owned by the Borrower or the Guarantor or new Subsidiaries that are not one hundred percent (100%) owned by the Borrower or the Guarantor after the date hereof in the aggregate in excess of $30,000,000.00 shall only be made with the consent of the Majority Banks. For the purposes hereof only, 28th Street Kentwood Associates and S-12 Associates shall be considered Subsidiaries of the Borrower; (i) the acquisition of fee interests by the Borrower in Real Estate which is utilized principally for shopping centers, and, subject to the restrictions set forth in Section 8.9 for development of new shopping centers, the acquisition of undeveloped Real Estate; (j) subject to the restrictions set forth in Section 8.9, investments in real estate investment trusts which own real property which is used principally for fee interests in Real Estate utilized principally for shopping centers located within the United States, provided that in no event shall the aggregate costs of all Investments pursuant to this Section 8.3(j) exceed the amount set forth with respect thereto in the Borrower's annual budget and business plan delivered to the Agent pursuant to Section 7.4(n); (k) Investments in joint ventures of the Borrower in which the ownership interests of the Borrower are such that such joint venture would not constitute a Subsidiary hereunder and the accounts of which are not consolidated with the accounts of Borrower, which 47 joint ventures are engaged in the ownership of Real Estate or development activity pursuant to Section 8.9, and Investments in mortgages and notes receivables from such joint ventures, provided that in no event shall such Investments (including the principal amount payable pursuant to such notes) shall not exceed $30,000,000.00 in the aggregate without the prior written consent of the Required Banks. For the purposes of this Section 8.3(k) only, notes receivable from joint ventures shall be valued at face value (subject to reduction as a result of payments thereon); and (l) Investments in any common or preferred stock issued by Guarantor which has been repurchased by the Guarantor, Borrower or any of its Subsidiaries, provided that in no event shall such Investments exceed in the aggregate $15,000,000.00 (calculated based upon the consideration given for such stock) unless the respective ratio of Borrower's and Guarantor's Consolidated Total Liabilities to such Person's Consolidated Total Adjusted Asset Value is less than 0.55 to 1 at the time of such Investment and would be less than 0.55 to 1 after giving effect to such Investment. SECTION 8.4. MERGER, CONSOLIDATION. Neither the Borrower nor the Guarantor will, nor will either of them permit any of its Subsidiaries to, become a party to any merger or consolidation except (a) the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower or (b) the merger or consolidation of two or more Subsidiaries of the Borrower. SECTION 8.5. CONDUCT OF BUSINESS. Neither the Borrower nor the Guarantor will conduct any of its business operations other than through the Borrower and its Subsidiaries; provided, however, that subject to Section 8.3(k) and Section 8.9, ownership of Real Estate And development activities may be conducted through Affiliates or joint ventures of the Borrower as provided therein. No reorganizations, spin-offs or new business lines shall be established or occur without the prior written consent of the Majority Banks. SECTION 8.6. COMPLIANCE WITH ENVIRONMENTAL LAWS. Neither the Borrower nor the Guarantor will, nor will either of them permit any of its Subsidiaries, to do any of the following: (a) use any of the Real Estate or any portion thereof as a facility for the handling, processing, storage or disposal of Hazardous Substances, except for small quantities of Hazardous Substances used in the ordinary course of business and in compliance with all applicable Environmental Laws, (b) cause or permit to be located on any of the Real Estate any underground tank or other underground storage receptacle for Hazardous Substances except in full compliance with Environmental Laws, (c) generate any Hazardous Substances on any of the Real Estate except in full compliance with Environmental Laws, (d) conduct any activity at any Real Estate or use any Real Estate in any manner so as to cause a Release of Hazardous Substances on, upon or into the Real Estate or any surrounding properties or any threatened Release of Hazardous Substances which might give rise to liability under CERCLA or any other Environmental Law, or (e) directly or indirectly transport or arrange for the transport of any Hazardous Substances (except in compliance with all Environmental Laws). The Borrower shall: (i) in the event of any change in Environmental Laws governing the assessment, release or removal of Hazardous Substances, which change would lead a prudent 48 lender to require additional testing to avail itself of any statutory insurance or limited liability, take all action (including, without limitation, the conducting of engineering tests at the sole expense of the Borrower) to confirm that no Hazardous Substances are or ever were Released or disposed of on the Mortgaged Property; and (ii) if any Release or disposal of Hazardous Substances shall occur or shall have occurred on the Real Estate (including without limitation any such Release or disposal occurring prior to the acquisition of such Real Estate by the Borrower), cause the prompt containment and removal of such Hazardous Substances and remediation of the Real Estate in full compliance with all applicable laws and regulations and to the satisfaction of the Majority Banks; provided, that the Borrower shall be deemed to be in compliance with Environmental Laws for the purpose of this clause (ii) so long as it or a responsible third party with sufficient financial resources is taking reasonable action to remediate or manage any event of noncompliance to the satisfaction of the Majority Banks and no action shall have been commenced by any enforcement agency. The Majority Banks may engage their own Environmental Engineer to review the environmental assessments and the Borrower's compliance with the covenants contained herein. At any time after an Event of Default shall have occurred hereunder, or, whether or not an Event of Default shall have occurred, at any time that the Agent or the Majority Banks shall have reasonable grounds to believe that a Release or threatened Release of Hazardous Substances may have occurred, relating to any Real Estate, or that any of the Real Estate is not in compliance with the Environmental Laws, the Agent may at its election (and will at the request of the Majority Banks) obtain such environmental assessments of such Real Estate prepared by an Environmental Engineer as may be necessary or advisable for the purpose of evaluating or confirming (i) whether any Hazardous Substances are present in the soil or water at or adjacent to such Real Estate and (ii) whether the use and operation of such Real Estate comply with all Environmental Laws. Environmental assessments may include detailed visual inspections of such Real Estate including, without limitation, any and all storage areas, storage tanks, drains, dry wells and leaching areas, and the taking of soil samples, as well as such other investigations or analyses as are necessary or appropriate for a complete determination of the compliance of such Real Estate and the use and operation thereof with all applicable Environmental Laws. All such environmental assessments shall be at the sole cost and expense of the Borrower. SECTION 8.7. DISTRIBUTIONS. Neither the Borrower nor the Guarantor shall make any Distributions which would cause it to violate any of the following covenants: (a) The Borrower shall not pay any Distribution to its partners if such Distribution is in excess of the amount which, when added to the amount of all other Distributions paid in the same fiscal quarter and the preceding three (3) fiscal quarters would exceed ninety-five percent (95%) of its Funds from Operations for the four (4) consecutive fiscal quarters ending prior to the quarter in which such Distribution is paid; provided, however, notwithstanding the foregoing, Borrower and Guarantor may, subject to the limitations set forth in this Agreement (including specifically, but without limitation, those contained in ss.ss.8.3(l) And 8.7(b)) make Distributions in order to enable Borrower or Guarantor to repurchase common or preferred stock of Guarantor so long as (i) no Event of Default shall have occurred and be continuing on the date of any such repurchase and (ii) no Default or Event of Default shall occur 49 as a result of any such repurchase. Notwithstanding the foregoing, the Borrower may pay a Distribution to its partners of sums received by it pursuant to the Tax Agreement dated as of May 10, 1996 between Atlantic Realty Trust and RPS Realty Trust; (b) In the event that an Event of Default shall have occurred and be continuing, neither the Borrower nor the Guarantor shall make any Distributions by the Borrower to the Guarantor and by the Guarantor other than the minimum Distributions required under the Code to maintain the REIT Status of the Guarantor, as evidenced by a certification of the principal financial or accounting officer of the Guarantor containing calculations in reasonable detail satisfactory in form and substance to Agent; provided, however, that neither Borrower nor Guarantor shall be entitled to make any Distributions in connection with the repurchase of common or preferred stock of Guarantor at any time after an Event of Default shall have occurred and be continuing; and (c) Notwithstanding the foregoing, at any time when an Event of Default shall have occurred and the maturity of the Obligations has been accelerated, neither the Borrower nor the Guarantor shall make any Distributions whatsoever, directly or indirectly. SECTION 8.8. ASSET SALES. Neither the Borrower, the Guarantor nor any Subsidiary thereof shall sell, transfer or otherwise dispose of any Real Estate having an Appraised Value in excess of $25,000,000.00 (except (i) as the result of a condemnation or casualty, or (ii) for the granting of Permitted Liens, or (iii) for the sale, transfer or other disposition in the ordinary course of business of Real Estate securing Indebtedness permitted under by Section 8.1(k)) unless there shall have been delivered to the Agent a statement that no Default or Event of Default exists immediately prior to such sale, transfer or other disposition or would exist after giving effect to such sale, transfer or other disposition. SECTION 8.9. DEVELOPMENT ACTIVITY. Neither the Borrower, the Guarantor nor any of their respective Subsidiaries shall engage, directly or indirectly, in any development except as expressly provided in this Section 8.9. The Borrower, the Guarantor or any of their respective Subsidiaries may engage, either directly or, in the case of the Borrower, through any Affiliate of the Borrower, an Investment in which is permitted under Section 8.3(k), in the development of property to be used principally for retail shopping centers which at any time has a total cost (including acquisition, construction and other costs), whether such total costs are incurred directly by the Borrower, the Guarantor or such Subsidiary or through an Investment in an Affiliate permitted under Section 8.3(k), individually for each development project that is not in excess of ten percent (10%) of the Consolidated Total Adjusted Asset Value of the Borrower, and in the aggregate for all development projects that is not in excess of fifteen percent (15%) of the Consolidated Total Adjusted Asset Value of the Borrower, without the prior written consent of the Majority Banks. For the purposes of calculating the cost of developments by Subsidiaries or Affiliates, the cost of such developments shall be based upon the Borrower's interest in such Subsidiaries or Affiliates. For purposes of this Section 8.9, the term "development" shall include the new construction of a shopping center complex or the substantial renovation of improvements to real property which materially change the character or size thereof, but shall not include the addition of amenities or other related facilities to existing Real Estate which is already used principally for shopping centers; provided, however, that the term "development" shall not include the addition of an anchor store to an existing shopping center project provided that the construction of such 50 improvements is performed by the tenant, and the Borrower (or any Affiliate thereof), the Guarantor or its respective Subsidiary, as applicable, is only obligated to reimburse such tenant for a fixed amount with respect to the cost of such construction upon completion of such construction by such tenant. The Borrower and the Guarantor each acknowledges that the decision of the Majority Banks to grant or withhold such consent shall be based on such factors as the Majority Banks deem relevant in their sole discretion, including without limitation, evidence of sufficient funds both from borrowings and equity to complete such development and evidence that the Borrower (or any Affiliate thereof), the Guarantor or either of its Subsidiaries has the resources and expertise necessary to complete such project. Nothing herein shall prohibit the Borrower, the Guarantor or any of their respective Subsidiaries thereof from entering into an agreement to acquire Real Estate which has been developed and initially leased by another Person. Neither the Borrower (or any Affiliate thereof), the Guarantor nor any Subsidiary shall acquire or hold any number of undeveloped parcels of Real Estate which in the aggregate exceed five percent (5%) of the Consolidated Total Adjusted Asset Value of the Borrower and the Guarantor without the prior written consent of the Majority Banks, provided that the acquisition or holding of any outlots or property adjacent to any Real Estate owned by the Borrower (or any Affiliate thereof), the Guarantor or any Subsidiary shall not be deemed to be an undeveloped parcel of Real Estate for this purpose and options to acquire any property shall not be deemed an acquisition or holding of such property. Further, any new development project permitted under the terms of this Section 8.9 engaged in by the Borrower (or any Affiliate thereof), the Guarantor or any Subsidiary shall be either (a) at least seventy percent (70%) pre-leased (based on the gross leasable area of the improvements to the development, or the phase of the development project being developed if the Borrower submits and the Agent agrees that the development consists of more than one (1) phase, excluding outlots), including all anchors, or under a purchase agreement and all construction bids shall be in place and any such development shall continue to be deemed an undeveloped parcel until such time as construction commences, or (b) sufficiently pre-leased such that based on such leases the gross income from such leases upon completion of such project shall equal or exceed projected operating expenses (including reserves for expenses not paid on a monthly basis). For purposes of this Section 8.9, property shall be deemed to be in development at all times that it is Under Development. SECTION 8.10. LINCOLN LOAN PORTFOLIO. Borrower covenants and agrees that it will not, and will not permit any Subsidiary of Borrower to, sell, transfer or otherwise dispose (directly or indirectly) any of the Lincoln Loan Properties. Borrower further covenants and agrees that it will not, and will not permit any Subsidiary of Borrower to, refinance any of the Lincoln Loan Properties unless, after giving effect to any such refinance, the "Loan to Value Ratio" (as defined below) does not exceed 72%. For the purpose of this Section 8.10, "Loan to Value Ratio" shall mean the ratio, expressed as a percentage, of (i) the sum of (A) the outstanding principal balance of the Lincoln Loan (after giving effect to the proposed refinance) plus (B) the then applicable amount of the Total Commitment to (ii) the value of all Lincoln Loan Properties securing the Lincoln Loan (after giving effect to the proposed refinance) based on "Appraisals" (as defined below) of the remaining Lincoln Loan Properties, which Appraisals are dated not more than 12 months prior to the date of the proposed refinance. For the purposes of this Section 8.10, "Appraisal" means an MAI appraisal of the value of the Lincoln Loan Properties, determined on a fair value basis, performed by an independent appraiser reasonably acceptable to the Agent who is not an employee of the Borrower, the Guarantor or any of their Subsidiaries, the Agent or a Bank, the form and substance of such appraisal and the identity of the appraiser to be in compliance with 51 the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended, the rules and regulations adopted pursuant thereto and all other regulatory laws and policies (both regulatory and internal) applicable to the Banks and otherwise acceptable to the Agent. SECTION 9. FINANCIAL COVENANTS OF THE GUARANTOR AND THE BORROWER. The Borrower and the Guarantor, jointly and severally, covenant and agree that, so long as any Loan or Note is outstanding or any Bank has any obligation to make any Loans, each of them will comply with the following: SECTION 9.1. LIABILITIES TO ASSETS RATIO. Each of the Borrower and the Guarantor will not permit the ratio of its Consolidated Total Liabilities to Consolidated Total Adjusted Asset Value to exceed 0.65 to 1; provided, however, in the event that as of any date of determination, the Borrower's allocable share of the debt of its joint ventures (determined as provided below) exceeds $50,000,000.00, for the purposes of determining the Borrower's compliance with this Section 9.1 only, (a) in determining the Borrower's Consolidated Total Adjusted Asset Value, the Operating Cash Flow with respect to any parcel of Real Estate owned by a joint venture of Borrower shall not be reduced by the amount of all Debt Service of the joint venture as contemplated in clause (iii) of the definition of Consolidated Total Adjusted Asset Value and (b) in determining the Borrower's Consolidated Total Liabilities, the Borrower's allocable share of debt of its joint ventures (determined as provided below) shall be included in Borrower's Consolidated Total Liabilities. Borrower's allocable share of the debt of a joint venture shall be determined by multiplying (i) the Borrower's percentage ownership interest in the joint venture by (ii) the debt of the joint venture. SECTION 9.2. DEBT SERVICE COVERAGE. The Borrower will not permit the Borrower's Consolidated Operating Cash Flow for the period covered by the four (4) previous consecutive fiscal quarters (treated as a single accounting period) to be less than 1.60 times the Debt Service of the Borrower for such period; provided, however, that for purposes of determining compliance with this covenant, prior to such time as the Borrower has owned and operated a parcel of Real Estate for four (4) full fiscal quarters, the Operating Cash Flow with respect to such parcel of Real Estate for the number of full fiscal quarters which the Borrower has owned and operated such parcel of Real Estate as annualized shall be utilized. For the purpose of calculating Consolidated Operating Cash Flow under this Section 9.2 for any parcel of Real Estate, the Operating Cash Flow Rental Adjustment shall be applied to any parcel of Real Estate affected by any of the events described in the definition of Operating Cash Flow Rental Adjustment. Additionally, for the purposes of calculating Consolidated Operating Cash Flow under this Section 9.2, Operating Cash Flow attributable to any Redevelopment Property shall be included even if such Redevelopment Property is then being valued at cost for the purposes of calculating Borrower's Consolidated Total Adjusted Asset Value. For the purposes of this Section 9.2, the Operating Cash Flow and Debt Service attributable to any Real Estate and the principal indebtedness repaid as a part of such sale shall be excluded from the calculations when such Real Estate is sold. SECTION 9.3. CONSOLIDATED TANGIBLE NET WORTH. The Borrower will not permit its Consolidated Tangible Net Worth to be less than $200,000,000.00 plus seventy-five percent (75%) of any Net Offering Proceeds received by the Borrower or the Guarantor after the date of this Agreement. 52 SECTION 10. CLOSING CONDITIONS. The obligations of the Agent and the Banks to enter into this Agreement and to make the Loans shall be subject to the satisfaction of the following: SECTION 10.1. LOAN DOCUMENTS. Each of the Loan Documents shall have been duly executed and delivered by the respective parties thereto, shall be in full force and effect and shall be in form and substance reasonably satisfactory to the Agent. The Agent shall have received a fully executed copy of each such document, except that each Bank shall have received a fully executed counterpart of its Note. SECTION 10.2. CERTIFIED COPIES OF ORGANIZATIONAL DOCUMENTS. The Agent shall have received from the Borrower a copy, certified as of a recent date by the appropriate officer of each State in which the Borrower, the Guarantor or any of their respective Subsidiaries, as applicable, is organized or in which the Real Estate is located and a duly authorized partner or officer of such Person, as applicable, to be true and complete, of the partnership agreement, corporate charter, declaration of trust or other organizational documents of the Borrower, the Guarantor, or any Subsidiary, as applicable, or its qualification to do business, as applicable, as in effect on such date of certification. SECTION 10.3. RESOLUTIONS. All action on the part of the Borrower, the Guarantor, or any of their respective Subsidiaries as applicable, necessary for the valid execution, delivery and performance by such Person of this Agreement and the other Loan Documents to which such Person is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Agent shall have been provided to the Agent. The Agent shall have received from the Guarantor true copies of the resolutions adopted by its board of directors authorizing the transactions described herein, each certified by its secretary as of a recent date to be true and complete. SECTION 10.4. INCUMBENCY CERTIFICATE; AUTHORIZED SIGNERS. The Agent shall have received incumbency certificates, dated as of the date of this Agreement, signed by a duly authorized officer of the Guarantor (with respect to the Borrower and the Guarantor) and giving the name and bearing a specimen signature of each individual who shall be authorized to sign, in the name and on behalf of the Borrower and the Guarantor, each of the Loan Documents to which such Person is or is to become a party. The Agent shall have also received from the Borrower a certificate, dated as of the date of this Agreement, signed by a duly authorized officer of the Borrower and giving the name and specimen signature of each individual who shall be authorized to make Loan and Conversion Requests, and to give notices and to take other action on behalf of the Borrower under the Loan Documents. SECTION 10.5. OPINION OF COUNSEL. The Agent shall have received a favorable opinion addressed to the Banks and the Agent and dated as of the date of this Agreement, in form and substance satisfactory to the Banks and the Agent, from counsel of the Borrower and the Guarantor as to such matters as the Agent shall reasonably request. SECTION 10.6. PAYMENT OF FEES. The Borrower shall have paid to Fleet the fees required to be paid at closing pursuant to Section 4.2. 53 SECTION 10.7. PERFORMANCE; NO DEFAULT. The Borrower and Guarantor shall have performed and complied with all terms and conditions herein required to be performed or complied with by it on or prior to the Closing Date, and on the Closing Date there shall exist no Default or Event of Default. SECTION 10.8. REPRESENTATIONS AND WARRANTIES. The representations and warranties made by the Borrower, the Guarantor and their Subsidiaries in the Loan Documents or otherwise made by or on behalf of the Borrower, the Guarantor or any of their respective Subsidiaries in connection therewith or after the date thereof shall have been true and correct in all material respects when made and shall also be true and correct in all material respects on the Closing Date. SECTION 10.9. PROCEEDINGS AND DOCUMENTS. All proceedings in connection with the transactions contemplated by this Agreement and the other Loan Documents shall be reasonably satisfactory to the Agent and the Agent's Special Counsel in form and substance, and the Agent shall have received all information and such counterpart originals or certified copies of such documents and such other certificates, opinions or documents as the Agent and the Agent's Special Counsel may reasonably require. SECTION 10.10. STOCKHOLDER AND PARTNER CONSENTS. The Agent shall have received evidence satisfactory to the Agent that all necessary stockholder and partner consents required in connection with the consummation of the transactions contemplated by this Agreement and the other Loan Documents have been obtained. SECTION 10.11. COMPLIANCE CERTIFICATE. A Compliance Certificate dated as of the date of this Agreement demonstrating compliance with each of the covenants calculated therein as of the most recent fiscal quarter end for which the Borrower or the Guarantor has provided financial statements under Section 6.4, adjusted in the best good faith estimate of the Borrower or the Guarantor, as applicable, dated as of the date of this Agreement shall have been delivered to the Agent. SECTION 10.12. REVOLVING CREDIT AGREEMENT. The Revolving Credit Agreement shall have been duly executed and delivered by the parties thereto. SECTION 10.13. [INTENTIONALLY OMITTED]. SECTION 10.14. NO LEGAL IMPEDIMENT. No change shall have occurred in any law or regulations thereunder or interpretations thereof that in the reasonable opinion of any Bank would make it illegal for such Bank to make such Loan. SECTION 10.15. GOVERNMENTAL REGULATION. Each Bank shall have received such statements in substance and form reasonably satisfactory to such Bank as such Bank shall require for the purpose of compliance with any applicable regulations of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System. SECTION 10.16. [INTENTIONALLY OMITTED]. SECTION 10.17. [INTENTIONALLY OMITTED]. 54 SECTION 10.18. OTHER. The Agent shall have reviewed such other documents, instruments, certificates, opinions, assurances, consents and approvals as the Agent or the Agent's Special Counsel may reasonably have requested. SECTION 11. CONDITIONS TO ALL BORROWINGS. The obligations of the Banks to make any Loan, whether on or after the date of this Agreement, shall also be subject to the satisfaction of the following conditions precedent: SECTION 11.1. PRIOR CONDITIONS SATISFIED. All conditions set forth in Section 10 shall continue to be satisfied as of the date upon which Any Loan is to be made. SECTION 11.2. REPRESENTATIONS TRUE; NO DEFAULT. Each of the representations and warranties made by or on behalf of the Borrower, the Guarantor or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true as of the date as of which they were made and shall also be true at and as of the time of the making of such Loan with the same effect as if made at and as of that time (except to the extent of changes resulting from transactions contemplated or permitted by this Agreement and the other Loan Documents and changes occurring in the ordinary course of business that singly or in the aggregate are not materially adverse, and except to the extent that such representations and warranties relate expressly to an earlier date) and no Default or Event of Default shall have occurred and be continuing. The Agent shall have received a certificate of the Borrower and the Guarantor signed by an authorized officer of the Borrower and the Guarantor to such effect. SECTION 11.3. NO LEGAL IMPEDIMENT. There shall be no law or regulations thereunder or interpretations thereof that in the reasonable opinion of any Bank would make it illegal for such Bank to make such Loan. SECTION 11.4. GOVERNMENTAL REGULATION. Each Bank shall have received such statements in substance and form reasonably satisfactory to such Bank as such Bank shall require for the purpose of compliance with any applicable regulations of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System. SECTION 11.5. PROCEEDINGS AND DOCUMENTS. All proceedings in connection with the Loan shall be satisfactory in substance and in form to the Agent, and the Agent shall have received all information and such counterpart originals or certified or other copies of such documents as the Agent may reasonably request. SECTION 11.6. BORROWING DOCUMENTS. In the case of any request for a Loan, the Agent shall have received the request for a Loan required by Section 2.5 in the form of Exhibit B hereto, fully completed. SECTION 12. EVENTS OF DEFAULT; ACCELERATION; ETC. SECTION 12.1. EVENTS OF DEFAULT AND ACCELERATION. If any of the following events ("Events of Default" or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, "Defaults") shall occur: 55 (a) the Borrower shall fail to pay any principal of the Loans after the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (b) the Borrower shall fail to pay any interest on the Loans, or any other fees or sums due hereunder or under any of the other Loan Documents, within ten (10) days after the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (c) the Borrower or the Guarantor shall fail to comply with any covenant contained in Section 9, and such failure shall continue for thirty (30) days after written notice thereof shall have been given to the Borrower by the Agent; (d) the Borrower or the Guarantor or any of its Subsidiaries shall fail to perform any other material term, covenant or agreement contained herein or in any of the other Loan Documents (other than those specified above in this Section 12), and such failure shall continue for thirty (30) days after written notice thereof shall have been given to the Borrower by the Agent; provided, however, that in the event that such failure shall be a failure to comply with the terms of Section 8.7(a), the Borrower shall be afforded a period of one (1) fiscal quarter to cure such failure provided that the Distribution which caused such failure was historically consistent with prior dividends; (e) any representation or warranty made by or on behalf of the Borrower, the Guarantor or any of their respective Subsidiaries in this Agreement or any other Loan Document, or in any report, certificate, financial statement, request for a Loan, or in any other document or instrument delivered pursuant to or in connection with this Agreement, any advance of a Loan or any of the other Loan Documents shall prove to have been false in any material respect upon the date when made or deemed to have been made or repeated; (f) the Borrower, the Guarantor or any of their respective Subsidiaries shall fail to pay at maturity, or within any applicable period of grace, any obligation for borrowed money or credit received or other Indebtedness, or fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing any such borrowed money or credit received or other Indebtedness for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof, provided that the events described in this Section 12.1(f) shall not constitute an Event of Default unless such failure to perform, together with other failures to perform as described in this Section 12.1(f), involve singly or in the aggregate obligations for borrowed money or credit received totaling in excess of $5,000,000.00; (g) the Borrower, the Guarantor or any of their respective Subsidiaries, (i) shall make an assignment for the benefit of creditors, or admit in writing its general inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of any such Person or of any substantial part of the assets of any thereof, (ii) shall commence any case or other proceeding relating to any such Person under any bankruptcy, reorganization, arrangement, insolvency, 56 readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or (iii) shall take any action to authorize or in furtherance of any of the foregoing; (h) a petition or application shall be filed for the appointment of a trustee or other custodian, liquidator or receiver of any of the Borrower, the Guarantor or any of their respective Subsidiaries or any substantial part of the assets of any thereof, or a case or other proceeding shall be commenced against any such Person under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, and any such Person shall indicate its approval thereof, consent thereto or acquiescence therein or such petition, application, case or proceeding shall not have been dismissed within sixty (60) days following the filing or commencement thereof; (i) a decree or order is entered appointing any trustee, custodian, liquidator or receiver or adjudicating any of the Borrower, the Guarantor or any of their respective Subsidiaries bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of any such Person in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (j) there shall remain in force, undischarged, unsatisfied and unstayed, for more than sixty (60) days, whether or not consecutive, any uninsured final judgment against any of the Borrower, the Guarantor or any of their respective Subsidiaries that, with other outstanding uninsured final judgments, undischarged, against such Persons exceeds in the aggregate $1,000,000.00; (k) any of the Loan Documents shall be canceled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the Banks, or any action at law, suit in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of the Borrower, the Guarantor, any of their respective Subsidiaries or any of their respective holders of Voting Interests, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the terms thereof; (l) any dissolution, termination, partial or complete liquidation, merger or consolidation of the Borrower or the Guarantor or any of their respective Subsidiaries or any sale, transfer or other disposition of the assets of the Borrower or any of its Subsidiaries other than as permitted under the terms of this Agreement or the other Loan Documents; (m) any suit or proceeding shall be filed against the Borrower or the Guarantor or any of their respective Subsidiaries which in the good faith business judgment of the Majority Banks after giving consideration to the likelihood of success of such suit or proceeding and the availability of insurance to cover any judgment with respect thereto and based on the information available to them if adversely determined, would have a materially adverse effect on the ability of the Borrower, the Guarantor or any of their respective Subsidiaries to perform each and every 57 one of its obligations under and by virtue of the Loan Documents and such suit or proceeding is not dismissed within sixty (60) days following the filing or commencement thereof; (n) the Borrower shall be indicted for a federal crime, a punishment for which could include the forfeiture of any assets of such Person, including the Real Estate; (o) with respect to any Guaranteed Pension Plan, an ERISA Reportable Event shall have occurred and the Majority Banks shall have determined in their reasonable discretion that such event reasonably could be expected to result in liability of the Borrower, the Guarantor or any of their respective Subsidiaries to the PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding $1,000,000 and such event in the circumstances occurring reasonably could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan; or a trustee shall have been appointed by the United States District Court to administer such Plan or the PBGC shall have instituted proceedings to terminate such Guaranteed Pension Plan; (p) a Change of Control shall occur; (q) either of the President or Chief Executive Officer of the Borrower approved by the Majority Banks as of the date of this Agreement shall cease to be the President or Chief Executive Officer, as applicable, of the Borrower and a competent and experienced successor for such Person shall not be approved by the Majority Banks within six (6) months of such event, such approval not to be unreasonably withheld; (r) any Event of Default (as defined in any of the other Loan Documents) shall occur; or (s) any "Event of Default" (as defined in the Revolving Credit Agreement) shall occur; then, and in any such event, the Agent may, and upon the request of the Majority Banks shall, by notice in writing to the Borrower declare all amounts owing with respect to this Agreement, the Notes, and the other Loan Documents to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; provided that in the event of any Event of Default specified in Section 12.1(g), Section 12.1(h) or Section 12.1(i), all such amounts shall become immediately due and payable automatically without any requirement of notice from any of the Banks or the Agent. SECTION 12.2. LIMITATION OF CURE PERIODS. Notwithstanding the provisions of subsections (b), (c) and (d) of Section 12.1, the cure periods provided therein shall not be allowed and the occurrence of a Default thereunder immediately shall constitute an Event of Default for all purposes of this Agreement and the other Loan Documents if, within the period of twelve (12) months immediately preceding the occurrence of such Default, there shall have occurred two (2) periods of cure or portions thereof under any one or more than one of said subsections. 58 SECTION 12.3. TERMINATION OF COMMITMENTS. If any one or more Events of Default specified in Section 12.1(g), Section 12.1(h) or Section 12.1(i) shall occur, then immediately and without any action on the part of the Agent or any Bank any unused portion of the credit hereunder shall terminate and the Banks shall be relieved of all obligations to make Loans to the Borrower. If any other Event of Default shall have occurred, the Agent, upon the election of the Majority Banks, may by notice to the Borrower terminate the obligation to make Loans to the Borrower. No termination under this Section 12.3 shall relieve the Borrower of its obligations to the Banks arising under this Agreement or the other Loan Documents. SECTION 12.4. REMEDIES. In case any one or more of the Events of Default shall have occurred and be continuing, and whether or not the Banks shall have accelerated the maturity of the Loans pursuant to Section 12.1, the Agent on behalf of the Banks may, with the consent of the Majority Banks but not otherwise, proceed to protect and enforce their rights and remedies under this Agreement, the Notes, or any of the other Loan Documents by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, including to the full extent permitted by applicable law the obtaining of the ex parte appointment of a receiver, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right. No remedy herein conferred upon the Agent or the holder of any Note is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of law. In the event that all or any portion of the Obligations is collected by or through an attorney-at-law, the Borrower shall pay all costs of collection including, but not limited to, reasonable attorneys' fees. SECTION 12.5. DISTRIBUTION OF PROCEEDS. In the event that, following the occurrence or during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the Guarantor, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of, the Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Agent in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent to such monies; (b) Second, to all other Obligations in such order or preference as the Majority Banks shall determine; provided, however, that (i) distributions in respect of such Obligations shall be made pari passu among Obligations with respect to the Agent's fee payable pursuant to Section 4.3 and all other Obligations, (ii) in the event that any Bank shall have wrongfully failed or refused to make an advance under Section 2.6 and such failure or refusal shall be continuing, advances made by other Banks during the pendency of such failure or refusal shall be entitled to 59 be repaid as to principal and accrued interest in priority to the other Obligations described in this subsection (b), (iii) Obligations owing to the Banks with respect to each type of Obligation such as interest, principal, fees and expenses, shall be made among the Banks pro rata, and (iv) amounts received or realized from the Borrower shall be applied against the Obligations of the Borrower; and provided, further that the Majority Banks may in their discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto. SECTION 13. SETOFF. Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits (general or specific, time or demand, provisional or final, regardless of currency, maturity, or the branch of where such deposits are held) or other sums credited by or due from any of the Banks to the Borrower or the Guarantor and any securities or other property of the Borrower or the Guarantor in the possession of such Bank may be applied to or set off against the payment of Obligations of such Person and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of such Person to such Bank. Each of the Banks agrees with each other Bank that if such Bank shall receive from the Borrower or the Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Notes held by all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. SECTION 14. THE AGENT. SECTION 14.1. AUTHORIZATION. The Agent is authorized to take such action on behalf of each of the Banks and to exercise all such powers as are hereunder and under any of the other Loan Documents and any related documents delegated to the Agent, together with such powers as are reasonably incident thereto, provided that no duties or responsibilities not expressly assumed herein or therein shall be implied to have been assumed by the Agent. The obligations of the Agent hereunder are primarily administrative in nature, and nothing contained in this Agreement or any of the other Loan Documents shall be construed to constitute the Agent as a trustee for any Bank or to create any agency or fiduciary relationship. Agent shall act as the contractual representative of the Banks hereunder, and notwithstanding the use of the term "Agent" it is understood and agreed that Agent shall not have any fiduciary duties or responsibilities to any Bank or by reason of this Agreement or any of the other Loan Documents and is acting as an independent contractor, the duties of which are limited to those expressly set forth in this Loan Agreement and the other Loan Documents. The Borrower and any other Person shall be entitled to conclusively rely on a statement from the Agent that it has the authority to act for and bind the 60 Banks pursuant to this Agreement and the other Loan Documents. The Banks authorize the Agent to enter into the Subordination Agreement on behalf of the Banks. SECTION 14.2. EMPLOYEES AND AGENTS. The Agent may exercise its powers and execute its duties by or through employees or agents and shall be entitled to take, and to rely on, advice of counsel concerning all matters pertaining to its rights and duties under this Agreement and the other Loan Documents. The Agent may utilize the services of such Persons as the Agent may reasonably determine, and all reasonable fees and expenses of any such Persons shall be paid by the Borrower. SECTION 14.3. NO LIABILITY. Neither the Agent nor any of its shareholders, directors, officers or employees nor any other Person assisting them in their duties nor any agent, or employee thereof, shall be liable to any of the Banks for any waiver, consent or approval given or any action taken, or omitted to be taken, in good faith by it or them hereunder or under any of the other Loan Documents, or in connection herewith or therewith, or be responsible for the consequences of any oversight or error of judgment whatsoever, except that the Agent or such other Person, as the case may be, may be liable for losses due to its willful misconduct or gross negligence. SECTION 14.4. NO REPRESENTATIONS. The Agent shall not be responsible for the execution or validity or enforceability of this Agreement, the Notes, any of the other Loan Documents or any instrument at any time constituting, or intended to constitute, collateral security for the Notes, or for the value of any such collateral security or for the validity, enforceability or collectability of any such amounts owing with respect to the Notes, or for any recitals or statements, warranties or representations made herein or in any of the other Loan Documents or in any certificate or instrument hereafter furnished to it by or on behalf of the Borrower, the Guarantor or any of their respective Subsidiaries, or be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements herein or in any other of the Loan Documents. The Agent shall not be bound to ascertain whether any notice, consent, waiver or request delivered to it by the Borrower, the Guarantor or any holder of any of the Notes shall have been duly authorized or is true, accurate and complete. The Agent has not made nor does it now make any representations or warranties, express or implied, nor does it assume any liability to the Banks, with respect to the creditworthiness or financial condition of the Borrower, the Guarantor or any of their respective Subsidiaries or the value of any of the assets of the Borrower, the Guarantor or their respective Subsidiaries. Each Bank acknowledges that it has, independently and without reliance upon the Agent or any other Bank, and based upon such information and documents as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Bank also acknowledges that it will, independently and without reliance upon the Agent or any other Bank, based upon such information and documents as it deems appropriate at the time, continue to make its own credit analysis and decisions in taking or not taking action under this Agreement and the other Loan Documents. SECTION 14.5. PAYMENTS. (a) A payment by the Borrower or the Guarantor to the Agent hereunder or under any of the other Loan Documents for the account of any Bank shall constitute a payment to such Bank. The Agent agrees to distribute to each Bank not later than one Business Day after 61 the Agent's receipt of good funds, determined in accordance with the Agent's customary practices, such Bank's pro rata share of payments received by the Agent for the account of the Banks except as otherwise expressly provided herein or in any of the other Loan Documents. In the event the Agent fails to distribute such amounts within one Business Day as provided above, the Agent shall pay interest on such amount at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. (b) If in the opinion of the Agent the distribution of any amount received by it in such capacity hereunder, under the Notes or under any of the other Loan Documents might involve it in liability, it may refrain from making distribution until its right to make distribution shall have been adjudicated by a court of competent jurisdiction. If a court of competent jurisdiction shall adjudge that any amount received and distributed by the Agent is to be repaid, each Person to whom any such distribution shall have been made shall either repay to the Agent its proportionate share of the amount so adjudged to be repaid or shall pay over the same in such manner and to such Persons as shall be determined by such court. In the event that the Agent shall refrain from making any distribution of any amount received by it as provided in this Section 14.5(b), the Agent shall endeavor to hold such amounts in an interest bearing account and at such time as such amounts may be distributed to the Banks, the Agent shall distribute to each Bank, based on their respective Commitment Percentages, its pro rata share of the interest or other earnings from such deposited amount. (c) Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan Documents, any Bank that fails (i) to make available to the Agent its pro rata share of any Loan or (ii) to comply with the provisions of Section 13 with respect to making dispositions and arrangements with the other Banks, where such Bank's share of any payment received, whether by setoff or otherwise, is in excess of its pro rata share of such payments due and payable to all of the Banks, in each case as, when and to the full extent required by the provisions of this Agreement, shall be deemed delinquent (a "Delinquent Bank") and shall be deemed a Delinquent Bank until such time as such delinquency is satisfied. A Delinquent Bank shall be deemed to have assigned any and all payments due to it from the Borrower, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining nondelinquent Banks for application to, and reduction of, their respective pro rata shares of all outstanding Loans. The Delinquent Bank hereby authorizes the Agent to distribute such payments to the nondelinquent Banks in proportion to their respective pro rata shares of all outstanding Loans. A Delinquent Bank shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans of the nondelinquent Banks or as a result of other payments by the Delinquent Banks to the nondelinquent Banks, the Banks' respective pro rata shares of all outstanding Loans have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. SECTION 14.6. HOLDERS OF NOTES. Subject to the terms of Article 18, the Agent may deem and treat the payee of any Note as the absolute owner or purchaser thereof for all purposes hereof until it shall have been furnished in writing with a different name by such payee or by a subsequent holder, assignee or transferee. SECTION 14.7. INDEMNITY. The Banks ratably hereby agree to indemnify and hold harmless the Agent from and against any and all claims, actions and suits (whether groundless or otherwise), 62 losses, damages, costs, expenses (including any expenses for which the Agent has not been reimbursed by the Borrower as required by Section 15), and liabilities of every nature and character arising out of or related to this Agreement, the Notes, or any of the other Loan Documents or the transactions contemplated or evidenced hereby or thereby, or the Agent's actions taken hereunder or thereunder, except to the extent that any of the same shall be directly caused by the Agent's willful misconduct or gross negligence. SECTION 14.8. AGENT AS BANK. In its individual capacity, Fleet shall have the same obligations and the same rights, powers and privileges in respect to its Commitment and the Loans made by it, and as the holder of any of the Notes as it would have were it not also the Agent. SECTION 14.9. RESIGNATION. The Agent may resign at any time by giving thirty (30) days' prior written notice thereof to the Banks and the Borrower. Upon any such resignation, the Majority Banks shall have the right to appoint as a successor Agent any Bank or any bank whose senior debt obligations are rated not less than "A" or its equivalent by Moody's Investors Service, Inc. or not less than "A" or its equivalent by Standard & Poor's Rating Group Inc. and which has a net worth of not less than $500,000,000. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be any Bank or a bank whose debt obligations are rated not less than "A" or its equivalent by Moody's Investors Service, Inc. or not less than "A" or its equivalent by Standard & Poor's Rating Group Inc. and which has a net worth of not less than $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder as Agent. After any retiring Agent's resignation, the provisions of this Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent. SECTION 14.10. DUTIES IN THE CASE OF ENFORCEMENT. In case one or more Events of Default have occurred and shall be continuing, and whether or not acceleration of the Obligations shall have occurred, the Agent may and shall, if (a) so requested by the Majority Banks and (b) the Banks have provided to the Agent such additional indemnities and assurances against expenses and liabilities as the Agent may reasonably request, proceed to exercise all or any legal and equitable and other rights or remedies as it may have. The Majority Banks may direct the Agent in writing as to the method and the extent of any such exercise, the Banks hereby agreeing to indemnify and hold the Agent harmless from all liabilities incurred in respect of all actions taken or omitted in accordance with such directions, provided that the Agent need not comply with any such direction to the extent that the Agent reasonably believes the Agent's compliance with such direction to be unlawful or commercially unreasonable in any applicable jurisdiction. SECTION 14.11. REMOVAL OF AGENT. The Majority Banks may remove the Agent from its capacity as agent in the event of the Agent's willful misconduct or gross negligence. Such removal shall be effective upon appointment and acceptance of a successor agent selected by the Majority Banks. Any successor agent must satisfy the conditions set forth in Section 14.9. Upon the acceptance 63 of any appointment as agent hereunder by a successor agent, such successor agent shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the removed Agent, and the removed Agent shall be discharged from all further duties and obligations as Agent under this Agreement and the Loan Documents (subject to the Agent's right to be indemnified as provided in the Loan Documents); provided that the Agent shall remain liable to the extent provided herein or in the Loan Documents for its acts or omissions occurring prior to such removal or resignation. The Commitment Percentage of the Bank which is acting as Agent shall not be taken into account in the calculation of Majority Banks for the purposes of removing Agent in the event of the Agent's willful misconduct or gross negligence. SECTION 15. EXPENSES. The Borrower agrees to pay (a) the reasonable costs of producing and reproducing this Agreement, the other Loan Documents and the other agreements and instruments mentioned herein, (b) any taxes (including any interest and penalties in respect thereto) payable by the Agent or any of the Banks (other than taxes based upon the Agent's or any Bank's gross or net income), (c) the reasonable fees, expenses and disbursements of the counsel to the Agent and any local counsel to the Agent incurred in connection with the preparation, administration or interpretation of the Loan Documents and other instruments mentioned herein (excluding, however, the preparation of agreements evidencing participation granted under Section 18.4), each closing hereunder, and amendments, modifications, approvals, consents or waivers hereto or hereunder, (d) the reasonable fees, expenses and disbursements of the Agent incurred by the Agent in connection with the preparation or interpretation of the Loan Documents and other instruments mentioned herein, and the making of each advance hereunder, (e) all reasonable out-of-pocket expenses (including reasonable attorneys' fees and costs, which attorneys may be employees of any Bank or the Agent and the fees and costs of appraisers, engineers, investment bankers or other experts retained by any Bank or the Agent) incurred by any Bank or the Agent in connection with (i) the enforcement of or preservation of rights under any of the Loan Documents against the Borrower or the Guarantor or the administration thereof after the occurrence of a Default or Event of Default and (ii) any litigation, proceeding or dispute whether arising hereunder or otherwise, in any way related to the Agent's or any of the Bank's relationship with the Borrower or the Guarantor, (f) all reasonable fees, expenses and disbursements of the Agent incurred in connection with UCC searches, UCC filings, title rundowns, title searches or mortgage recordings, (g) all reasonable fees, expenses and disbursements (including reasonable attorneys' fees and costs) which may be incurred by Fleet and the Agent in connection with the execution and delivery of this Agreement and the other Loan Documents, and (h) all reasonable fees and expenses and disbursements (including reasonable attorneys' fees and costs), not to exceed $5,000.00 in the aggregate, which may be incurred by Fleet in connection with each and every assignment of interests in the Loans pursuant to Section 18.1. The covenants of this Section 15 shall survive payment or satisfaction of payment of amounts owing with respect to the Notes. SECTION 16. INDEMNIFICATION. The Borrower and the Guarantor, jointly and severally, agree to indemnify and hold harmless the Agent, the Banks and the Arranger and each director, officer, employee, agent and Person who controls the Agent or any Bank from and against any and all claims, actions and 64 suits, whether groundless or otherwise, and from and against any and all liabilities, losses, damages and expenses of every nature and character arising out of or relating to this Agreement or any of the other Loan Documents or the transactions contemplated hereby and thereby including, without limitation (a) any leasing fees and any brokerage, finders or similar fees asserted against any Person indemnified under this Section 16 based upon any agreement, arrangement or action made or taken, or alleged to have been made or taken, by the Borrower, the Guarantor or any of their respective Subsidiaries, (b) any condition of the Real Estate, (c) any actual or proposed use by the Borrower or the Guarantor of the proceeds of any of the Loans, (d) any actual or alleged infringement of any patent, copyright, trademark, service mark or similar right of any of the Borrower, the Guarantor or any of their respective Subsidiaries, (e) the Borrower entering into or performing this Agreement or any of the other Loan Documents, (f) any actual or alleged violation of any law, ordinance, code, order, rule, regulation, approval, consent, permit or license relating to the Real Estate, or (g) with respect to the Borrower, the Guarantor and their respective Subsidiaries and their respective properties and assets, the violation of any Environmental Law, the Release or threatened Release of any Hazardous Substances or any action, suit, proceeding or investigation brought or threatened with respect to any Hazardous Substances (including, but not limited to, claims with respect to wrongful death, personal injury or damage to property), in each case including, without limitation, the reasonable fees and disbursements of counsel and allocated costs of internal counsel incurred in connection with any such investigation, litigation or other proceeding; provided, however, that neither the Borrower nor the Guarantor shall be obligated under this Section 16 to indemnify any Person for liabilities arising from such Person's own gross negligence or willful misconduct. In litigation, or the preparation therefor, the Banks, the Agent and the Arranger shall be entitled to select a single nationally recognized law firm as their own counsel and, in addition to the foregoing indemnity, the Borrower and the Guarantor agree to pay promptly the reasonable fees and expenses of such counsel. If, and to the extent that the obligations of the Borrower and the Guarantor under this Section 16 are unenforceable for any reason, the Borrower and the Guarantor hereby agree to make the maximum contribution to the payment in satisfaction of such obligations which is permissible under applicable law. The provisions of this Section 16 shall survive the repayment of the Loans and the termination of the obligations of the Banks hereunder. SECTION 17. SURVIVAL OF COVENANTS, ETC. All covenants, agreements, representations and warranties made herein, in the Notes, in any of the other Loan Documents or in any documents or other papers delivered by or on behalf of the Borrower, the Guarantor or any of their respective Subsidiaries pursuant hereto or thereto shall be deemed to have been relied upon by the Banks and the Agent, notwithstanding any investigation heretofore or hereafter made by any of them, and shall survive the making by the Banks of any of the Loans, as herein contemplated, and shall continue in full force and effect so long as any amount due under this Agreement or the Notes or any of the other Loan Documents remains outstanding or any Bank has any obligation to make any Loans. The indemnification obligations of the Borrower and the Guarantor provided herein and the other Loan Documents shall survive the full repayment of amounts due and the termination of the obligations of the Banks hereunder and thereunder to the extent provided herein and therein. All statements contained in any certificate or other paper delivered to any Bank or the Agent at any time by or on behalf of the Borrower, the Guarantor or any of their respective Subsidiaries pursuant hereto 65 or in connection with the transactions contemplated hereby shall constitute representations and warranties by such Person hereunder. SECTION 18. ASSIGNMENT AND PARTICIPATION. SECTION 18.1. CONDITIONS TO ASSIGNMENT BY BANKS. Except as provided herein, each Bank may assign to one or more banks or other entities all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, and the Notes held by it); provided that (a) the Agent shall have given its prior written consent to such assignment, which consent shall not be unreasonably withheld (provided that such consent shall not be required for any assignment to another Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary of such Bank), (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Bank's rights and obligations under this Agreement, (c) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), a notice of such assignment in the form reasonably required by Agent, together with any Notes subject to such assignment, (d) in no event shall any voting, consent or approval rights of a Bank be assigned to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantor, which rights shall instead be allocated pro rata among the other remaining Banks, (e) such assignee shall have a net worth as of the date of such assignment of not less than $500,000,000 unless otherwise approved by Borrower and Agent, (f) such assignee shall acquire an interest in the Loans of not less than $5,000,000, and (g) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000. Upon such execution, delivery, acceptance and recording, of such notice of assignment, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignment, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in Section 18.2, be released from its obligations under this Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantor. Each assignee shall acquire its interest in the Loans subject to the Subordination Agreement. In the event that, as a result of any such assignment, the Agent in its capacity as a Bank retains an interest in the Loans in an amount less than the retained interest of any other Bank, then the Agent shall offer to resign as Agent for the Banks. Upon any such assignment, the Agent may unilaterally amend Schedule 1 to reflect any such assignment. SECTION 18.2. REGISTER. The Agent shall maintain a copy of each assignment delivered to it and a register or similar list (the "Register") for the recordation of the names and addresses of the Banks and the Commitment Percentages of, and principal amount of the Loans owing to the Banks from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the Agent and the Banks may treat each Person whose name is recorded in the Register as a Bank hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and the Banks at any reasonable time and from 66 time to time upon reasonable prior notice. Upon each such recordation, the assigning Bank agrees to pay to the Agent a registration fee in the sum of $2,500. SECTION 18.3. NEW NOTES. Upon its receipt of an assignment executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower and the Banks (other than the assigning Bank). Within five (5) Business Days after receipt of such notice, the Borrower, at its own expense, shall execute and deliver to the Agent, in exchange for each surrendered Note, a new Note to the order of such assignee in an amount equal to the amount assumed by such assignee pursuant to such assignment and, if the assigning Bank has retained some portion of its obligations hereunder, a new Note to the order of the assigning Bank in an amount equal to the amount retained by it hereunder and shall cause the Guarantor to deliver to the Agent an acknowledgment in form and substance satisfactory to the Agent to the effect that the Guaranty extends to and is applicable to each new Note. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such assignment and shall otherwise be in substantially the form of the assigned Notes. The surrendered Notes shall be canceled and returned to the Borrower. SECTION 18.4. PARTICIPATIONS. Each Bank may sell participations to one or more banks or other entities in all or a portion of such Bank's rights and obligations under this Agreement and the other Loan Documents; provided that (a) any such sale or participation shall not affect the rights and duties of the selling Bank hereunder to the Borrower, (b) such participation shall not entitle such participant to any rights or privileges under this Agreement or any Loan Documents, including without limitation, the right to approve waivers, amendments or modifications, (c) such participant shall have no direct rights against the Borrower or the Guarantor except the rights granted to the Banks pursuant to Section 13, (d) such sale is effected in accordance with all applicable laws, and (e) such participant shall not be a Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by the Borrower or the Guarantor. Any Bank which sells a participation shall promptly notify the Agent of such sale and the identity of the purchaser of such interest. SECTION 18.5. PLEDGE BY BANK. Any Bank may at any time pledge all or any portion of its interest and rights under this Agreement (including all or any portion of its Note) to any of the twelve Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341 or, with Agent's prior written approval, to another Person. No such pledge or the enforcement thereof shall release the pledgor Bank from its obligations hereunder or under any of the other Loan Documents. SECTION 18.6. NO ASSIGNMENT BY BORROWER OR GUARANTOR. Neither the Borrower nor the Guarantor shall assign or transfer any of its rights or obligations under any of the Loan Documents without the prior written consent of each of the Banks. SECTION 18.7. DISCLOSURE. The Borrower and the Guarantor each agrees that in addition to disclosures made in accordance with standard banking practices any Bank may disclose information obtained by such Bank pursuant to this Agreement to assignees or participants and potential assignees or participants hereunder. 67 SECTION 18.8. AMENDMENTS TO LOAN DOCUMENTS. Upon any such assignment or participation, the Borrower and the Guarantor shall, upon the request of the Agent, enter into such documents as may be reasonably required by the Agent to modify the Loan Documents to reflect such assignment or participation. SECTION 18.9. MANDATORY ASSIGNMENT. In the event Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request is approved by Agent but is not approved by one or more of the Banks (any such non-consenting Bank shall hereafter be referred to as the "Non-Consenting Bank"), then, within thirty (30) days after Borrower's receipt of notice of such disapproval by such Non-Consenting Bank, Borrower shall have the right as to such Non-Consenting Bank, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank within thirty (30) days of receipt of such notice, to elect to cause the Non-Consenting Bank to transfer its Commitment. The Agent shall promptly notify the remaining Banks that each of such Banks shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank (or if any of such Banks does not elect to purchase its pro rata share, then to such remaining Banks in such proportion as approved by the Agent). In the event that the Banks do not elect to acquire all of the Non-Consenting Bank's Commitment, then the Agent shall endeavor to find a new Bank or Banks to acquire such remaining Commitment. Upon any such purchase of the Commitment of the Non-Consenting Bank, the Non-Consenting Bank's interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank shall promptly execute and deliver any and all documents reasonably requested by Agent to surrender and transfer such interest, including, without limitation, an assignment and acceptance agreement in the form and substance reasonably acceptable to Agent and such Non-Consenting Bank's original Note. The purchase price to be paid by the acquiring Banks for the Non-Consenting Bank's Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by Borrower to the Non-Consenting Bank hereunder or under any of the other Loan Documents, including all accrued and unpaid interest or fees which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting Bank's Commitment. No registration fee under Section 18.2 shall be required in connection with such assignment. SECTION 19. NOTICES. Each notice, demand, election or request provided for or permitted to be given pursuant to this Agreement (hereinafter in this Section 19 referred to as "Notice"), but specifically excluding to the maximum extent permitted by law any notices of the institution or commencement of foreclosure proceedings, must be in writing and shall be deemed to have been properly given or served by personal delivery or by sending same by overnight courier or by depositing same in the United States Mail, postpaid and registered or certified, return receipt requested, or as expressly permitted herein, by telegraph, telecopy, telefax or telex, and addressed as follows: 68 If to the Agent or Fleet: Fleet National Bank 100 Federal Street Boston, Massachusetts 02110 Attn: Real Estate Division With a copy to: Fleet National Bank Suite 500 115 Perimeter Center Place, NE Atlanta, Georgia 30346 Attn: Daniel L. Silbert Telecopy No.: (770) 390-8434 and to: McKenna Long & Aldridge LLP 5300 SunTrust Plaza 303 Peachtree Street Atlanta, Georgia 30308 Attn: William F. Timmons, Esq. Telecopy No.: (404) 527-4198 If to the Borrower or the Guarantor: Ramco-Gershenson Properties, L.P. Ramco-Gershenson Properties Trust 27600 Northwestern Highway Southfield, Michigan 48034 Attn: Chief Executive Officer Telecopy No.: (248) 350-9925 With a copy to: Honigman Miller Schwartz & Cohn LLP Suite 225 32270 Telegraph Road Bingham Farms, Michigan 48025 Attn: Alan M. Hurvitz, Esq. Telecopy No.: (248) 566-8455 to each other Bank a party hereto at the address for such party set forth on the signature page for such Bank, and to each other Bank which may hereafter become a party to this Agreement at such address as may be designated by such Bank. Each Notice shall be effective upon being personally delivered or upon being sent by overnight courier or upon being deposited in the United States Mail as aforesaid. The time period in which a response to such Notice must be 69 given or any action taken with respect thereto (if any), however, shall commence to run from the date of receipt if personally delivered or sent by overnight courier, or if so deposited in the United States Mail, the earlier of three (3) Business Days following such deposit or the date of receipt as disclosed on the return receipt. Rejection or other refusal to accept or the inability to deliver because of changed address for which no notice was given shall be deemed to be receipt of the Notice sent. By giving at least fifteen (15) days prior Notice thereof, the Borrower, a Bank or Agent shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses and each shall have the right to specify as its address any other address within the United States of America. SECTION 20. RELATIONSHIP. Neither the Agent nor any Bank has any fiduciary relationship with or fiduciary duty to the Borrower, the Guarantor or their respective Subsidiaries arising out of or in connection with this Agreement or the other Loan Documents or the transactions contemplated hereunder and thereunder, and the relationship between each Bank and the Borrower is solely that of a lender and borrower, and nothing contained herein or in any of the other Loan Documents shall in any manner be construed as making the parties hereto partners, joint venturers or any other relationship other than lender and borrower. SECTION 21. GOVERNING LAW: CONSENT TO JURISDICTION AND SERVICE. THIS AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED THEREIN, ARE CONTRACTS UNDER THE LAWS OF THE STATE OF MICHIGAN AND SHALL FOR ALL PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF SUCH STATE (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW). THE BORROWER AND THE GUARANTOR EACH AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS OR THE STATE OF MICHIGAN OR ANY FEDERAL COURT SITTING THEREIN AND CONSENT TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWER OR THE GUARANTOR BY MAIL AT THE ADDRESS SPECIFIED IN SECTION 19. THE BORROWER AND THE GUARANTOR EACH HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT. SECTION 22. HEADINGS. The captions in this Agreement are for convenience of reference only and shall not define or limit the provisions hereof. 70 SECTION 23. COUNTERPARTS. This Agreement and any amendment hereof may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, and all of which together shall constitute one instrument. In proving this Agreement it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom enforcement is sought. SECTION 24. ENTIRE AGREEMENT, ETC. The Loan Documents and any other documents executed in connection herewith or therewith express the entire understanding of the parties with respect to the transactions contemplated hereby. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated, except as provided in Section 27. SECTION 25. WAIVER OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS. EACH OF THE BORROWER, THE GUARANTOR, THE AGENT AND THE BANKS HEREBY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT, ANY NOTE OR ANY OF THE OTHER LOAN DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS. EXCEPT TO THE EXTENT EXPRESSLY PROHIBITED BY LAW, THE BORROWER AND THE GUARANTOR EACH HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. THE BORROWER AND THE GUARANTOR EACH (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY BANK OR THE AGENT HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH BANK OR THE AGENT WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (B) ACKNOWLEDGES THAT THE AGENT AND THE BANKS HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH THEY ARE PARTIES BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 25. SECTION 26. DEALINGS WITH THE BORROWER OR THE GUARANTOR. The Banks and their affiliates may accept deposits from, extend credit to and generally engage in any kind of banking, trust or other business with the Borrower, the Guarantor, their respective Subsidiaries or any of their affiliates regardless of the capacity of the Bank hereunder. SECTION 27. CONSENTS, AMENDMENTS, WAIVERS, ETC. Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Agreement may be given and any term of this Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or 71 observance by the Borrower or the Guarantor of any terms of this Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Majority Banks. Notwithstanding the foregoing, (a) none of the following may occur without the written consent of each Bank: a decrease in the rate of interest on the Notes; a change in the Maturity Date of the Notes; an increase in the amount of the Commitments of the Banks except pursuant to Section 18.1; a forgiveness, reduction or waiver of the principal of any unpaid Loan or any interest thereon; the postponement of any date fixed for any payment of principal of or interest on the Loans; a decrease of the amount of any fee (other than late fees) payable to a Bank hereunder; the release of the Borrower or the Guarantor except as otherwise provided herein; a change in the manner of distribution of any payments to the Banks or the Agent; an amendment of the definition of Majority Banks or of any requirement for consent by the Required Banks or all of the Banks; or an amendment of this Section 27 and (b) the provisions of ss.ss.8.3(k), 9.1 and 9.2 or any of the definitions used therein may not be modified, amended or waived without the written consent of the Required Banks. The amount of the Agent's fee payable for the Agent's account and the provisions of Section 14 may not be amended without the written consent of the Agent. The Borrower and the Guarantor each agrees to enter into such modifications or amendments of this Agreement or the other Loan Documents as may be reasonably requested by Fleet in connection with the acquisition by each Bank acquiring all or a portion of the Commitment, provided that no such amendment or modification materially affects or increases any of the obligations of the Borrower or the Guarantor hereunder. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower or the Guarantor shall entitle the Borrower and the Guarantor to other or further notice or demand in similar or other circumstances. SECTION 28. SEVERABILITY. The provisions of this Agreement are severable, and if any one clause or provision hereof shall be held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, in such jurisdiction, and shall not in any manner affect such clause or provision in any other jurisdiction, or any other clause or provision of this Agreement in any jurisdiction. SECTION 29. TIME OF THE ESSENCE. Time is of the essence with respect to each and every covenant, agreement and obligation of the Borrower or the Guarantor under this Agreement and the other Loan Documents. SECTION 30. NO UNWRITTEN AGREEMENTS. THE WRITTEN LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE 72 PARTIES. ANY ADDITIONAL TERMS OF THE AGREEMENT BETWEEN THE PARTIES ARE SET FORTH BELOW. SECTION 31. REPLACEMENT OF NOTES. Upon receipt of evidence reasonably satisfactory to Borrower of the loss, theft, destruction or mutilation of any Note, and in the case of any such loss, theft or destruction, upon delivery of an indemnity agreement reasonably satisfactory to Borrower or, in the case of any such mutilation, upon surrender and cancellation of the applicable Note, Borrower will execute and deliver, in lieu thereof, a replacement Note, identical in form and substance to the applicable Note and dated as of the date of the applicable Note and upon such execution and delivery all references in the Loan Documents to such Note shall be deemed to refer to such replacement Note. SECTION 32. TRUST EXCULPATION. Subject to the terms of this paragraph, all persons having a claim against the Guarantor, the general partner of the Borrower whose signature is affixed hereto as said general partner, hereunder or in connection with any matter that is the subject hereof, shall look solely to (i) Guarantor's interest and rights in the Borrower (as a general partner, limited partner or otherwise), (ii) the cash and Short-term Investments of Guarantor and the property described in Schedule 6.29 hereto, (iii) any other assets which Guarantor may now own or hereafter acquire with the consent of Agent pursuant to Section 7.17, (iv) all documents and agreements in favor of Guarantor in connection with any of the foregoing, (v) all claims and causes of action arising from or otherwise related to any of the foregoing, and all rights and judgments related to any legal actions in connection with such claims or causes of action, and (vi) all extensions, additions, renewals and replacements, substitutions, products or proceeds of any of the foregoing (the "Existing Assets"), and in no event shall the obligation of the Guarantor be enforceable against any shareholder, trustee, officer, employee or agent of the Guarantor personally. The Agent and the Banks have agreed to the terms of this Section 32 (a) solely based upon the representation and covenant of Borrower and Guarantor that Guarantor does not and will not own any assets other than the Existing Assets, (b) for the limited purpose of allowing Borrower to claim that the Loans are not recourse to Guarantor as a partner of the Borrower within the meaning of IRS Letter Ruling 199906025 (November 17, 1998), and (c) with the agreement of Borrower and Guarantor that the Agent and the Banks shall at all times have full recourse to all assets of Guarantor. Notwithstanding anything in this Section 32 to the contrary, it is the intent of this Agreement and the Loan Documents that Agent and the Banks have full recourse at all times to Guarantor, as a Guarantor and as general partner of Borrower, and to all of its assets at all times, and the foregoing limitation on liability and recourse to Guarantor (as a Guarantor or general partner of Borrower) shall be null and void and of no force and effect, and Agent and the Banks shall have full recourse against Guarantor, individually and in its capacity as general partner of Borrower, and to all of its assets in the event that Guarantor shall now or at any time hereafter own any asset other than or in addition to the Existing Assets. Nothing herein shall limit the rights of the Agent and the Banks against the Borrower. [SIGNATURE PAGES FOLLOW] 73 IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as a sealed instrument as of the date first set forth above. RAMCO-GERSHENSON PROPERTIES TRUST, a Maryland real estate investment trust By:_____________________________________ Richard Smith Chief Financial Officer RAMCO-GERSHENSON PROPERTIES, L.P., a Delaware limited partnership By: Ramco-Gershenson Properties Trust, a Maryland real estate investment trust, its General Partner By:_________________________________ Richard Smith Chief Financial Officer FLEET NATIONAL BANK, individually and as Agent By:_____________________________________ Daniel L. Silbert Director KEYBANK NATIONAL ASSOCIATION By:_____________________________________ Name:________________________________ Title:_______________________________ [SIGNATURE PAGES TO UNSECURED REVOLVER] EXHIBIT A FORM OF NOTE $_________________ __________, 2000 FOR VALUE RECEIVED, the undersigned RAMCO-GERSHENSON PROPERTIES, L.P., a Delaware limited partnership, hereby promises to pay to __________________________ ________or order, in accordance with the terms of that certain Second Amended and Restated Unsecured Revolving Loan Agreement dated as of December __, 2002 (the "Loan Agreement"), as from time to time in effect, among the undersigned, Fleet National Bank, for itself and as Agent, and such other Banks as may be from time to time named therein, to the extent not sooner paid, on or before the Maturity Date, the principal sum of ____________________________________ Dollars ($_____________), or such amount as may be advanced by the payee hereof under the Loan Agreement with daily interest from the date hereof, computed as provided in the Loan Agreement, on the principal amount hereof from time to time unpaid, at a rate per annum on each portion of the principal amount which shall at all times be equal to the rate of interest applicable to such portion in accordance with the Loan Agreement, and with interest on overdue principal and, to the extent permitted by applicable law, on overdue installments of interest and late charges at the rates provided in the Loan Agreement. Interest shall be payable on the dates specified in the Loan Agreement, except that all accrued interest shall be paid at the stated or accelerated maturity hereof or upon the prepayment in full hereof. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Loan Agreement. Payments hereunder shall be made to Fleet National Bank, as Agent for the payee hereof, 100 Federal Street, Boston, Massachusetts 02110 or such other address as may be designated by Agent. This Note is one of one or more Notes evidencing borrowings under and is entitled to the benefits and subject to the provisions of the Loan Agreement. The principal of this Note may be due and payable in whole or in part prior to the maturity date stated above and is subject to mandatory prepayment in the amounts and under the circumstances set forth in the Loan Agreement, and may be prepaid in whole or from time to time in part, all as set forth in the Loan Agreement. Notwithstanding anything in this Note to the contrary, all agreements between the undersigned Borrower and the Banks and the Agent, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the maturity of any of the Obligations or otherwise, shall the interest contracted for, charged or received by the Banks exceed the maximum amount permissible under applicable law. If, from any circumstance whatsoever, interest would otherwise be payable to the Banks in excess of the maximum lawful amount, the interest payable to the Banks shall be reduced to the maximum amount permitted under applicable law; and if from any circumstance the Banks shall ever receive anything of value deemed interest by applicable law in excess of the maximum lawful amount, an amount equal to any excessive interest shall be applied to the reduction of the A-1 principal balance of the Obligations of the undersigned Borrower and to the payment of interest or, if such excessive interest exceeds the unpaid balance of principal of the Obligations of the undersigned Borrower, such excess shall be refunded to the undersigned Borrower. All interest paid or agreed to be paid to the Banks shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the principal of the Obligations of the undersigned Borrower (including the period of any renewal or extension thereof) so that the interest thereon for such full period shall not exceed the maximum amount permitted by applicable law. This paragraph shall control all agreements between the undersigned Borrower and the Banks and the Agent. In case an Event of Default shall occur, the entire principal amount of this Note may become or be declared due and payable in the manner and with the effect provided in said Loan Agreement. In addition to and not in limitation of the foregoing and the provisions of the Loan Agreement hereinabove defined, the undersigned further agrees, subject only to any limitation imposed by applicable law, to pay all expenses, including reasonable attorneys' fees and legal expenses, incurred by the holder of this Note in endeavoring to collect any amounts payable hereunder which are not paid when due, whether by acceleration or otherwise. This Note shall be governed by and construed in accordance with the laws of the State of Michigan (without giving effect to the conflict of laws rules of any jurisdiction). The undersigned maker and all guarantors and endorsers, hereby waive presentment, demand, notice, protest, notice of intention to accelerate the indebtedness evidenced hereby, notice of acceleration of the indebtedness evidenced hereby and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note, except as specifically otherwise provided in the Loan Agreement, and assent to extensions of time of payment or forbearance or other indulgence without notice. Recourse to the general partner of the Borrower shall be limited as provided in Section 32 of the Loan Agreement. This Note is a note executed in amendment and restatement of the "Notes" as such term is defined in the Prior Credit Agreement. IN WITNESS WHEREOF the undersigned has by its duly authorized officers, executed this Note under seal as of the day and year first above written. RAMCO-GERSHENSON PROPERTIES, L.P., a Delaware limited partnership By: Ramco-Gershenson Properties Trust, a Maryland real estate investment trust, its General Partner By:_________________________________ Title:___________________________ A-2 EXHIBIT B FORM OF REQUEST FOR LOAN Fleet National Bank, for itself and as Agent 115 Perimeter Center Place, N.E. Suite 500 Atlanta, Georgia 30346 Attn: Mr. Daniel L. Silbert Ladies and Gentlemen: Pursuant to the provisions of Section 2.5 of the Second Amended and Restated Unsecured Revolving Credit Agreement dated as of December ___, 2002, as from time to time in effect (the "Credit Agreement"), among Ramco-Gershenson Properties, L.P. (the "Borrower"), Ramco-Gershenson Properties Trust (the "Guarantor"), Fleet National Bank, for itself and as Agent, and the other Banks from time to time party thereto, the undersigned Borrower and the Guarantor hereby request and certify as follows: 1. Loan. The undersigned Borrower hereby requests a Loan under Section 2.1 of the Credit Agreement: Principal Amount: $ Type (LIBOR, Base Rate): Drawdown Date: , 200_ Interest Period: by credit to the general account of the undersigned Borrower with the Agent at the Agent's Head Office. 2. Use of Proceeds. Such Loan shall be used for the following purposes permitted by Section 7.11 of the Credit Agreement: [Describe] 3. No Default. The undersigned chief financial or chief accounting officer of the Guarantor and the general partner of the Borrower certifies that each of the Borrower and the Guarantor is and will be in compliance with all covenants under the Loan Documents after giving effect to the making of the Loan requested hereby. 4. Representations True. Each of the representations and warranties made by or on behalf of the Borrower, the Guarantor and their respective Subsidiaries contained in the Credit Agreement, in the other Loan Documents or in any document or instrument delivered pursuant to or in connection with the Credit Agreement was true as of the date as of which it was made and shall also be true at and as of the Drawdown Date for the Loan requested hereby, with the same B-1 effect as if made at and as of such Drawdown Date (except to the extent of changes resulting from transactions contemplated or permitted by the Credit Agreement and the other Loan Documents and changes occurring in the ordinary course of business that singly or in the aggregate are not materially adverse, and except to the extent that such representations and warranties relate expressly to an earlier date) and no Default or Event of Default has occurred and is continuing. 5. Other Conditions. All other conditions to the making of the Loan requested hereby set forth in Section 11 of the Credit Agreement have been satisfied. 6. Drawdown Date. Except to the extent, if any, specified by notice actually received by the Agent prior to the Drawdown Date specified above, the foregoing representations and warranties shall be deemed to have been made by the Borrower on and as of such Drawdown Date. 7. Definitions. Terms defined in the Credit Agreement are used herein with the meanings so defined. IN WITNESS WHEREOF, we have hereunto set our hands this ___ day of _____________, 2002. RAMCO-GERSHENSON PROPERTIES, L.P., a Delaware limited partnership By: Ramco-Gershenson Properties Trust, its General Partner By:_________________________________ Title:___________________________ RAMCO-GERSHENSON PROPERTIES TRUST By:_____________________________________ Title:_______________________________ B-2 EXHIBIT C FORM OF COMPLIANCE CERTIFICATE Fleet National Bank, for itself and as Agent 115 Perimeter Center Place, N.E. Suite 500 Atlanta, Georgia 30346 Attn: Daniel L. Silbert Ladies and Gentlemen: Reference is made to the Second Amended and Restated Unsecured Revolving Loan Agreement dated as of December __, 2002 (the "Loan Agreement") by and among Ramco-Gershenson Properties, L.P. (the "Borrower"), Ramco-Gershenson Properties Trust (the "Guarantor"), Fleet National Bank, for itself and as Agent, and the other Banks from time to time party thereto. Terms defined in the Loan Agreement and not otherwise defined herein are used herein as defined in the Loan Agreement. Pursuant to the Loan Agreement, the Borrower is furnishing to you herewith (or have most recently furnished to you) the financial statements of the Borrower, the Guarantor and their respective Subsidiaries for the fiscal period ended _____________________ (the "Balance Sheet Date"). Such financial statements have been prepared in accordance with generally accepted accounting principles and present fairly the financial position of the Borrower, the Guarantor and the Subsidiaries covered thereby at the date thereof and the results of their operations for the periods covered thereby, subject in the case of interim statements only to normal year-end audit adjustments. This certificate is submitted in compliance with requirements of Section 7.4(e), Section 7.5(d), Section 8.l(f), or Section 10.11 of the Term Loan Agreement. If this certificate is provided under a provision other than Section 7.4(e), the calculations provided below are made using the financial statements of the Borrower, the Guarantor and their respective Subsidiaries as of the Balance Sheet Date adjusted in the best good-faith estimate of the Borrower and the Guarantor to give effect to the making of a Loan, acquisition or disposition of property or other event that occasions the preparation of this certificate; and the nature of such event and the Borrower's and the Guarantor's estimate of its effects are set forth in reasonable detail in an attachment hereto. The undersigned officer is the chief financial or chief accounting officer of the Guarantor and of the general partner of the Borrower. The undersigned officers have caused the provisions of the Loan Documents to be reviewed and have no knowledge of any Default or Event of Default. [Note: If the signers do have knowledge of any Default or Event of Default, the form of certificate should be revised to specify the Default or Event of Default, the nature thereof and the actions taken, being taken or proposed to be taken by the Borrower and the Guarantor with respect thereto.] The Borrower and the Guarantor are providing the attached information to demonstrate compliance as of the date hereof with the covenants described in the attachment hereto. C-1 IN WITNESS WHEREOF, we have hereunto set our hand this ____ day of _____________, 200__. RAMCO-GERSHENSON PROPERTIES, L.P. By: Ramco-Gershenson Properties Trust, its General Partner By:_________________________________ Title:___________________________ RAMCO-GERSHENSON PROPERTIES TRUST By:_____________________________________ Title:_______________________________ APPENDIX A TO COMPLIANCE CERTIFICATE A. Borrower and Guarantor Leverage cannot exceed 65% (Section 9.1) Borrower 1. Consolidated Total Liabilities: 2. Consolidated Total Assets per balance sheet (excluding Real Estate that is improved and not Under Development, but including any Redevelopment Property held for less than twelve (12) months): 3. Rolling 4Q Operating Cash Flow from Real Estate that is improved and not Under Development: 4. Consolidated Total Adjusted Asset Value: (line 2 plus line 3 divided by 9.5%): 5. Company Leverage (line 1 divided by line 4): 6. Line 5 cannot exceed .65. Guarantor 1. Consolidated Total Liabilities: 2. Consolidated Total Assets per balance sheet (excluding Real Estate that is improved and not Under Development but including any Redevelopment Property held for less than twelve (12) months): 3. Rolling 4Q Operating Cash Flow from Real Estate that is improved and not Under Development: 4. Consolidated Total Adjusted Asset Value: (line 2 plus line 3 divided by 9.5%): 5. Company Leverage: (line 1 divided by line 4): 6. Line 5 cannot exceed .65. B. Borrower Debt Service Coverage must exceed 1.6 X - rolling 4Q's (Section 9.2) 1. Net Income: 2. Depreciation & Amortization: 3. Interest Expense: 4. Extraordinary/Non-recurring losses: 5. Extraordinary/Non-recurring gains: 6. CapX Reserve Amount ($.10 psf): 7. Operating Cash Flow: (Lines 1+2+3+4-5-6) 8. Debt Service: 9. DSC Ratio: (line 7 divided by line 8) 10. Line 9 must exceed 1.6. C. Borrower Minimum Consolidated Tangible Net Worth (Section 9.3) 1. Consolidated Total Adjusted Asset Value 2. Consolidated Total Liabilities: 3. Initial Consolidated Tangible Net Worth: (line 1 minus line 2) 4. Book value intangible assets: 5. Write-up of book value of any assets due to revaluation: 6. Consolidated Tangible Net Worth: (line 3 minus the sum of lines 4 and 5) 7. Net Offering Proceeds from offerings after Closing: 8. 75% of line 7: 9. Minimum Consolidated Tangible Net Worth: ($200,000,000 + line 8) 10. Line 6 must be > than or = to line 9. D. Distributions cannot exceed 95% of Funds From Operations (Section 8.7(a)) 1. Current Quarter Distributions: 2. Prior 3 Quarters Distributions: 3. Total Distributions last 4Q's: 4. GAAP Net Income for last 4Q's: 5. Adjustments to Net Income: (exclude financing costs and gains (losses) from debt restructuring and sales of property) 6. Depreciation (other than non-real estate depreciation) and Amortization (other than amortization of deferred financing costs): 7. Other non-cash items: 8. Funds from Operations: (lines 4-5+6+7=) 9. Distributions to Funds from Operations Ratio: (line 3 divided by line 8) 10. Line 9 cannot exceed .95. SCHEDULE 1 BANKS AND COMMITMENTS
Commitment Commitment ---------- Percentage ---------- Fleet National Bank $20,000,000.00 50% 100 Federal Street Boston, Massachusetts 02110 Attn: Real Estate Division LIBOR Lending Office 100 Federal Street Boston, Massachusetts 02110 Attn: Real Estate Division KeyBank National Association $20,000,000.00 50% 127 Public Square 8th Floor Cleveland, Ohio 44114 Attn: Michael Kauffman LIBOR Lending Office 127 Public Square 8th Floor Cleveland, Ohio 44114 Total $40,000,000.00 100%
SCHEDULE 1.1 LINCOLN LOAN PROPERTIES 1. Roseville Plaza, Roseville, Michigan 2. Tel-Twelve Shopping Center, Southfield, Michigan 3. West Oaks I, Novi, Michigan 4. Jackson Crossing, Jackson, Michigan 5. Southfield Plaza, Southfield, Michigan 6. Clinton Consumer Mall, Sterling Heights, Michigan 7. Eastridge Shopping Center, Flint, Michigan 8. New Towne Plaza, Canton, Michigan 9. Orion Plaza, Orion, Michigan 10. Jackson West Shopping Center, Jackson, Michigan SCHEDULE 6.7 LITIGATION [SEE ATTACHED] SCHEDULE 6.15 AFFILIATE TRANSACTIONS 1996 Share Option Plan of Ramco-Gershenson Properties Trust Non-Qualified Stock Option Agreements dated May 10, 1996, September 16, 1998 and March 8, 2000 between Ramco-Gershenson Properties Trust (the "Trust") and each of the following: Joel Gershenson Dennis Gershenson Michael A. Ward Richard Gershenson Bruce Gershenson Employment Agreements dated May 10, 1996 as amended May 10, 2001, as applicable, between Trust and each of the following: Joel Gershenson Dennis Gershenson Michael A. Ward Richard Gershenson Bruce Gershenson Non-Qualified Stock Option Agreements dated June 25, 1996, September 16, 1998 and March 8, 2000 between Trust and Richard Smith Non-Qualified Stock Option Agreements dated June 10, 1997, June 10, 1998, June 9, 1999, and June 7, 2000, June 13, 2001 and June 6, 2002 between Trust and each of the following: Joel Pashcow Mark Rosenfeld Robert Meister Arthur Goldberg Stephen Blank Selwyn Isakow Noncompetition Agreements dated May 10, 1996, between the Trust and each of the following: Joel Gershenson Dennis Gershenson Michael A. Ward Richard Gershenson Bruce Gershenson (collectively, the "Ramco Principals") Registration Rights Agreements dated May 10, 1996, among Trust and the Ramco Principals Tax Agreement dated May 10, 1996, between Atlantic and RPS Option Agreement and Right of First Offer/Refusal dated May 10, 1996 Memorandum of Option Agreement and Right of First Offer/Refusal dated May 10, 1996 North Towne Option Agreement and Right of First Offer/Refusal dated May 10, 1996, between Ramco Lewis Alexis Associates and the Operating Partnership Exchange Rights Agreement dated May 10, 1996, between Operating Partnership and the Ramco Principals Assignment, Assumption and Indemnification Agreement relating to Atlantic dated May 10, 1996, between RPS and Atlantic The 1997 Non-employee Trustee Stock Option Plan Management Services and Reimbursement Agreement dated May 10, 1996 between Ramco-Gershenson, Inc. and Ramco-Gershenson Properties, L.P. Amended and Restated Agreement of Limited Partnership of Ramco-Gershenson Properties, L.P. (Operating Partnership") as amended which lists the following persons as holding a partnership interest directly or by entities controlled by them: Joel Gershenson Dennis Gershenson Michael A. Ward Richard Gershenson Bruce Gershenson The following officers or trustees of Ramco-Gershenson Properties Trust are general partners, limited partners, or shareholders or members in various entities which are provided management and/or accounting services by Ramco-Gershenson, Inc. Joel Gershenson Dennis Gershenson Michael A. Ward Richard Gershenson Bruce Gershenson Joel Pashcow The following officers of Ramco-Gershenson Properties Trust are associated with various family trusts which control entities which are provided management and accounting services from Ramco-Gershenson, Inc. Joel Gershenson Dennis Gershenson Michael A. Ward Richard Gershenson Bruce Gershenson Ramco-Gershenson Properties Trust purchased Directors' and Officers' liability insurance from Aon Risk Services, Inc. of New York, an insurance brokerage firm ("Aon"). In connection with such insurance purchase, Aon received brokerage commission. Mr. Robert A. Meister, who is a member of the Trust's Board of Trustees, is Vice Chairman of Aon Risk Services & Co., an affiliate of Aon. In addition, Mr. Alan Mann, who is Senior Vice President of Aon, is the son-in-law of Mr. Arthur H. Goldberg, who is also a member of the Trust's Board of Trustees. As holders of Operating Partnership units, the following officers of Ramco-Gershenson Properties Trust, may suffer different and more adverse tax consequences than the Company upon the sale or refinancing of any of the Company's properties and, therefore, may have different objectives regarding the appropriate pricing and timing of any sale or refinancing of such properties: Joel Gershenson Dennis Gershenson Michael A. Ward Richard Gershenson Bruce Gershenson Joel Pashcow, trustee, has an interest in Ramco/Shenandoah LLC, a joint venture of Ramco-Gershenson Properties, L.P. Lockup agreements covering 90-day period subsequent to November 5, 2002 with all Trustees and Executive Officers of Ramco-Gershenson Properties Trust. SCHEDULE 6.18 ENVIRONMENTAL MATTERS [SEE ATTACHED] SCHEDULE 6.19 SUBSIDIARIES AND JOINT VENTURES OF THE BORROWER [SEE ATTACHED] SCHEDULE 6.29 PROPERTY OF GUARANTOR The assets of the Guarantor, Ramco-Gershenson Properties Trust are comprised solely of the following: Cash Accounts receivable, including distributions received from Ramco-Gershenson Properties, L.P. Prepaid expenses, including capitalized legal fees Investments in subsidiaries: Ramco-Gershenson Properties, L.P. Ramco SPC, Inc. (Related to Ramco Properties Associates Limited Partnership) Ramco SPC II, Inc. (Related to Ramco Virginia Properties LLC (Aquia)) TABLE OF CONTENTS
PAGE SECTION 1. DEFINITIONS AND RULES OF INTERPRETATION .................................. 1 Section 1.1. Definitions ............................................... 1 Section 1.2. Rules of Interpretation ................................... 14 SECTION 2. THE REVOLVING CREDIT FACILITY ............................................ 15 Section 2.1. Commitment to Lend ........................................ 15 Section 2.2. Notes ..................................................... 15 Section 2.3. Unused Facility Fee ....................................... 16 Section 2.4. Interest on Loans ......................................... 16 Section 2.5. Requests for Loans ........................................ 17 Section 2.6. Funds for Loans ........................................... 17 Section 2.7. Optional Reduction of Commitments ......................... 18 Section 2.8. Increase of Commitment .................................... 18 SECTION 3. REPAYMENT OF THE LOANS ................................................... 20 Section 3.1. Stated Maturity ........................................... 20 Section 3.2. Mandatory Prepayments ..................................... 20 Section 3.3. Optional Prepayments ...................................... 20 Section 3.4. Partial Prepayments ....................................... 20 Section 3.5. [Intentionally Omitted] ................................... 20 Section 3.6. Reduction of Commitments; Required Amortization ........... 20 Section 3.7. Effect of Prepayments ..................................... 21 SECTION 4. CERTAIN GENERAL PROVISIONS ............................................... 21 Section 4.1. Conversion Options ........................................ 21 Section 4.2. Commitment and Syndication Fee ............................ 22 Section 4.3. [Intentionally Omitted] ................................... 22 Section 4.4. Funds for Payments ....................................... 22 Section 4.5. Computations .............................................. 23 Section 4.6. Inability to Determine LIBOR Rate ......................... 23 Section 4.7. Illegality ................................................ 23 Section 4.8. Additional Interest ....................................... 24 Section 4.9. Additional Costs, Etc ..................................... 24 Section 4.10. Capital Adequacy .......................................... 25
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PAGE Section 4.11. Indemnity of Borrower ..................................... 25 Section 4.12. Interest on Overdue Amounts; Late Charge .................. 26 Section 4.13. HLT Classification ........................................ 26 Section 4.14. Certificate ............................................... 26 Section 4.15. Limitation on Interest .................................... 27 SECTION 5. COLLATERAL SECURITY ...................................................... 27 Section 5.1. Collateral ................................................ 27 SECTION 6. REPRESENTATIONS AND WARRANTIES OF THE GUARANTOR AND THE BORROWER ......... 27 Section 6.1. Corporate Authority, Etc .................................. 27 Section 6.2. Governmental Approvals .................................... 28 Section 6.3. Title to Properties; Lease ................................ 28 Section 6.4. Financial Statements ...................................... 29 Section 6.5. No Material Changes ....................................... 29 Section 6.6. Franchises, Patents, Copyrights, Etc ...................... 29 Section 6.7. Litigation ................................................ 29 Section 6.8. No Materially Adverse Contracts, Etc ...................... 29 Section 6.9. Compliance with Other Instruments, Laws, Etc .............. 30 Section 6.10. Tax Status ................................................ 30 Section 6.11. No Event of Default ....................................... 30 Section 6.12. Holding Company and Investment Company Acts ............... 30 Section 6.13. Absence of UCC Financing Statements, Etc .................. 30 Section 6.14. [Intentionally Omitted] ................................... 30 Section 6.15. Certain Transactions ...................................... 30 Section 6.16. Employee Benefit Plans .................................... 31 Section 6.17. Regulations T, U and X .................................... 31 Section 6.18. Environmental Compliance .................................. 31 Section 6.19. Subsidiaries and Joint Ventures ........................... 33 Section 6.20. [Intentionally Omitted] ................................... 33 Section 6.21. Loan Documents ............................................ 33 Section 6.22. Property .................................................. 33
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PAGE Section 6.23. Brokers ................................................... 33 Section 6.24. Other Debt ................................................ 33 Section 6.25. Solvency .................................................. 34 Section 6.26. [Intentionally Omitted] ................................... 34 Section 6.27. No Fraudulent Intent ...................................... 34 Section 6.28. Transaction in Best Interests of Borrower; Consideration .. 34 Section 6.29. Partners and the Guarantor ................................ 34 Section 6.30. Principal Documents ....................................... 35 SECTION 7. AFFIRMATIVE COVENANTS OF THE GUARANTOR AND THE BORROWER .................. 35 Section 7.1. Punctual Payment .......................................... 35 Section 7.2. Maintenance of Office ..................................... 35 Section 7.3. Records and Accounts ...................................... 35 Section 7.4. Financial Statements, Certificates and Information ........ 35 Section 7.5. Notices ................................................... 38 Section 7.6. Existence; Maintenance of Properties ...................... 39 Section 7.7. Insurance ................................................. 40 Section 7.8. Taxes ..................................................... 40 Section 7.9. Inspection of Properties and Books ........................ 40 Section 7.10. Compliance with Laws, Contracts, Licenses, and Permits .... 40 Section 7.11. Use of Proceeds ........................................... 41 Section 7.12. Further Assurances ........................................ 41 Section 7.13. Compliance ................................................ 41 Section 7.14. Limiting Agreements ....................................... 41 Section 7.15. Ownership of Real Estate .................................. 42 Section 7.16. More Restrictive Agreements ............................... 42 Section 7.17. Guarantor Restrictions .................................... 42 Section 7.18. Interest Rate Contract(s) ................................. 42 SECTION 8. CERTAIN NEGATIVE COVENANTS OF THE GUARANTOR AND THE BORROWER ............. 43 Section 8.1. Restrictions on Indebtedness .............................. 43 Section 8.2. Restrictions on Liens Etc ................................. 45
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PAGE Section 8.3. Restrictions on Investments ............................... 46 Section 8.4. Merger, Consolidation ..................................... 48 Section 8.5. Conduct of Business ....................................... 48 Section 8.6. Compliance with Environmental Laws ........................ 48 Section 8.7. Distributions ............................................. 49 Section 8.8. Asset Sales ............................................... 50 Section 8.9. Development Activity ...................................... 50 Section 8.10. Lincoln Loan Portfolio .................................... 51 SECTION 9. FINANCIAL COVENANTS OF THE GUARANTOR AND THE BORROWER .................... 52 Section 9.1. Liabilities to Assets Ratio ............................... 52 Section 9.2. Debt Service Coverage ..................................... 52 Section 9.3. Consolidated Tangible Net Worth ........................... 52 SECTION 10. CLOSING CONDITIONS ....................................................... 53 Section 10.1. Loan Documents ............................................ 53 Section 10.2. Certified Copies of Organizational Documents .............. 53 Section 10.3. Resolutions ............................................... 53 Section 10.4. Incumbency Certificate; Authorized Signers ................ 53 Section 10.5. Opinion of Counsel ........................................ 53 Section 10.6. Payment of Fees ........................................... 53 Section 10.7. Performance; No Default ................................... 54 Section 10.8. Representations and Warranties ............................ 54 Section 10.9. Proceedings and Documents ................................. 54 Section 10.10. Stockholder and Partner Consents .......................... 54 Section 10.11. Compliance Certificate .................................... 54 Section 10.12. Revolving Credit Agreement ................................ 54 Section 10.13. [Intentionally Omitted] ................................... 54 Section 10.14. No Legal Impediment ....................................... 54 Section 10.15. Governmental Regulation ................................... 54 Section 10.16. [Intentionally Omitted] ................................... 54 Section 10.17. [Intentionally Omitted] ................................... 54 Section 10.18. Other ..................................................... 55
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PAGE SECTION 11. CONDITIONS TO ALL BORROWINGS ............................................. 55 Section 11.1. Prior Conditions Satisfied ................................ 55 Section 11.2. Representations True; No Default .......................... 55 Section 11.3. No Legal Impediment ....................................... 55 Section 11.4. Governmental Regulation ................................... 55 Section 11.5. Proceedings and Documents ................................. 55 Section 11.6. Borrowing Documents ....................................... 55 SECTION 12. EVENTS OF DEFAULT; ACCELERATION; ETC ..................................... 55 Section 12.1. Events of Default and Acceleration ........................ 55 Section 12.2. Limitation of Cure Periods ................................ 58 Section 12.3. Termination of Commitments ................................ 59 Section 12.4. Remedies .................................................. 59 Section 12.5. Distribution of Proceeds .................................. 59 SECTION 13. SETOFF ................................................................... 60 SECTION 14. THE AGENT ................................................................ 60 Section 14.1. Authorization ............................................. 60 Section 14.2. Employees and Agents ...................................... 61 Section 14.3. No Liability .............................................. 61 Section 14.4. No Representations ........................................ 61 Section 14.5. Payments .................................................. 61 Section 14.6. Holders of Notes .......................................... 62 Section 14.7. Indemnity ................................................. 62 Section 14.8. Agent as Bank ............................................. 63 Section 14.9. Resignation ............................................... 63 Section 14.10. Duties in the Case of Enforcement ......................... 63 Section 14.11. Removal of Agent .......................................... 63 SECTION 15. EXPENSES ................................................................. 64 SECTION 16. INDEMNIFICATION .......................................................... 64 SECTION 17. SURVIVAL OF COVENANTS, ETC ............................................... 65 SECTION 18. ASSIGNMENT AND PARTICIPATION ............................................. 66 Section 18.1. Conditions to Assignment by Banks ......................... 66
-v- TABLE OF CONTENTS (continued)
PAGE Section 18.2. Register .................................................. 66 Section 18.3. New Notes ................................................. 67 Section 18.4. Participations ............................................ 67 Section 18.5. Pledge by Bank ............................................ 67 Section 18.6. No Assignment by Borrower or Guarantor .................... 67 Section 18.7. Disclosure ................................................ 67 Section 18.8. Amendments to Loan Documents .............................. 68 Section 18.9. Mandatory Assignment ...................................... 68 SECTION 19. NOTICES .................................................................. 68 SECTION 20. RELATIONSHIP ............................................................. 70 SECTION 21. GOVERNING LAW: CONSENT TO JURISDICTION AND SERVICE ....................... 70 SECTION 22. HEADINGS ................................................................. 70 SECTION 23. COUNTERPARTS ............................................................. 71 SECTION 24. ENTIRE AGREEMENT, ETC .................................................... 71 SECTION 25. WAIVER OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS ........................... 71 SECTION 26. DEALINGS WITH THE BORROWER OR THE GUARANTOR .............................. 71 SECTION 27. CONSENTS, AMENDMENTS, WAIVERS, ETC ....................................... 71 SECTION 28. SEVERABILITY ............................................................. 72 SECTION 29. TIME OF THE ESSENCE ...................................................... 72 SECTION 30. NO UNWRITTEN AGREEMENTS .................................................. 72 SECTION 31. REPLACEMENT OF NOTES ..................................................... 73 SECTION 32. TRUST EXCULPATION ........................................................ 73
-vi- EXHIBITS AND SCHEDULES EXHIBIT A - FORM OF NOTE EXHIBIT B - FORM OF LOAN REQUEST EXHIBIT C - FORM OF COMPLIANCE CERTIFICATE SCHEDULE 1 - BANKS AND COMMITMENTS SCHEDULE 6.7 - LITIGATION SCHEDULE 6.15 - AFFILIATE TRANSACTIONS SCHEDULE 6.18 - ENVIRONMENTAL MATTERS SCHEDULE 6.19 - SUBSIDIARIES OF THE BORROWER AND GUARANTOR SCHEDULE 6.29 - PROPERTY OF GUARANTOR -vii- EX-10.51 8 k74377exv10w51.txt FORM OF AMENDED & RESTATED NOTE EXHIBIT 10.51 AMENDED AND RESTATED NOTE $20,000,000.00 December 30, 2002 FOR VALUE RECEIVED, the undersigned RAMCO-GERSHENSON PROPERTIES, L.P., a Delaware limited partnership, hereby promises to pay to FLEET NATIONAL BANK or order, in accordance with the terms of that certain Second Amended and Restated Unsecured Revolving Loan Agreement dated as of December 30, 2002 (the "Loan Agreement"), as from time to time in effect, among the undersigned, Fleet National Bank, for itself and as Agent, and such other Banks as may be from time to time named therein, to the extent not sooner paid, on or before the Maturity Date, the principal sum of TWENTY MILLION AND NO/100 DOLLARS ($20,000,000.00), or such amount as may be advanced by the payee hereof under the Loan Agreement with daily interest from the date hereof, computed as provided in the Loan Agreement, on the principal amount hereof from time to time unpaid, at a rate per annum on each portion of the principal amount which shall at all times be equal to the rate of interest applicable to such portion in accordance with the Loan Agreement, and with interest on overdue principal and, to the extent permitted by applicable law, on overdue installments of interest and late charges at the rates provided in the Loan Agreement. Interest shall be payable on the dates specified in the Loan Agreement, except that all accrued interest shall be paid at the stated or accelerated maturity hereof or upon the prepayment in full hereof. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Loan Agreement. Payments hereunder shall be made to Fleet National Bank, as Agent for the payee hereof, 100 Federal Street, Boston, Massachusetts 02110 or such other address as may be designated by Agent. This Note is one of one or more Notes evidencing borrowings under and is entitled to the benefits and subject to the provisions of the Loan Agreement. The principal of this Note may be due and payable in whole or in part prior to the maturity date stated above and is subject to mandatory prepayment in the amounts and under the circumstances set forth in the Loan Agreement, and may be prepaid in whole or from time to time in part, all as set forth in the Loan Agreement. Notwithstanding anything in this Note to the contrary, all agreements between the undersigned Borrower and the Banks and the Agent, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the maturity of any of the Obligations or otherwise, shall the interest contracted for, charged or received by the Banks exceed the maximum amount permissible under applicable law. If, from any circumstance whatsoever, interest would otherwise be payable to the Banks in excess of the maximum lawful amount, the interest payable to the Banks shall be reduced to the maximum amount permitted under applicable law; and if from any circumstance the Banks shall ever receive anything of value deemed interest by applicable law in excess of the maximum lawful amount, an amount equal to any excessive interest shall be applied to the reduction of the principal balance of the Obligations of the undersigned Borrower and to the payment of interest or, if such excessive interest exceeds the unpaid balance of principal of the Obligations of the undersigned Borrower, such excess shall be refunded to the undersigned Borrower. All interest paid or agreed to be paid to the Banks shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the principal of the Obligations of the undersigned Borrower (including the period of any renewal or extension thereof) so that the interest thereon for such full period shall not exceed the maximum amount permitted by applicable law. This paragraph shall control all agreements between the undersigned Borrower and the Banks and the Agent. In case an Event of Default shall occur, the entire principal amount of this Note may become or be declared due and payable in the manner and with the effect provided in said Loan Agreement. In addition to and not in limitation of the foregoing and the provisions of the Loan Agreement hereinabove defined, the undersigned further agrees, subject only to any limitation imposed by applicable law, to pay all expenses, including reasonable attorneys' fees and legal expenses, incurred by the holder of this Note in endeavoring to collect any amounts payable hereunder which are not paid when due, whether by acceleration or otherwise. This Note shall be governed by and construed in accordance with the laws of the State of Michigan (without giving effect to the conflict of laws rules of any jurisdiction). The undersigned maker and all guarantors and endorsers, hereby waive presentment, demand, notice, protest, notice of intention to accelerate the indebtedness evidenced hereby, notice of acceleration of the indebtedness evidenced hereby and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note, except as specifically otherwise provided in the Loan Agreement, and assent to extensions of time of payment or forbearance or other indulgence without notice. Recourse to the general partner of the Borrower shall be limited as provided in Section 32 of the Loan Agreement. This Note is a note executed in amendment and restatement of the "Notes" as such term is defined in the Prior Credit Agreement. [SIGNATURE PAGE FOLLOWS] 2 IN WITNESS WHEREOF the undersigned has by its duly authorized officers, executed this Note under seal as of the day and year first above written. RAMCO-GERSHENSON PROPERTIES, L.P., a Delaware limited partnership By: Ramco-Gershenson Properties Trust, a Maryland real estate investment trust, its General Partner By:_________________________________ Title:___________________________ 3 EX-12.1 9 k74377exv12w1.txt COMPUTATION OF RATIO OF EARNINGS EXHIBIT 12.1 COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS (in thousands, except ratio data)
Year ended December 31, -------------------------------------------------------- 2002 2001 2000 1999 1998 -------------------------------------------------------- Net Income Before Minority Interests $ 13,428 $ 19,666 $ 17,962 $ 16,754 $ 12,109 Add: Distributed Income of Equity Investees 719 803 302 287 106 Fixed Charges and Preferred Dividends Excluding Capitalized Interest 27,724 29,866 31,289 28,983 27,132 Amortization of Capitalized Interest 79 53 39 8 -- Equity in Loss of Equity Investees -- -- -- 204 304 Deduct: Gain on Sale of Real Estate (2,164) (5,550) (3,795) (974) -- Preferred Dividends (1,151) (3,360) (3,360) (3,407) (1,614) Equity in Earnings of Equity Investees (790) (813) (198) -- -- -------- -------- -------- -------- -------- $ 37,845 $ 40,665 $ 42,239 $ 41,855 $ 38,037 ======== ======== ======== ======== ======== Fixed Charges: Interest Expense including Amortization of Debt Costs $ 26,429 $ 26,332 $ 27,756 $ 25,421 $ 25,396 Capitalized Interest 1,243 348 1,310 1,694 171 Interest Factor in Rental Expense 144 174 173 155 122 -------- -------- -------- -------- -------- Total Fixed Charges $ 27,816 $ 26,854 $ 29,239 $ 27,270 $ 25,689 Preferred Stock Dividends 1,151 3,360 3,360 3,407 1,614 -------- -------- -------- -------- -------- Total Fixed Charges and Preferred Dividends $ 28,967 $ 30,214 $ 32,599 $ 30,677 $ 27,303 ======== ======== ======== ======== ======== Ratio of Earnings to Combined Fixed Charges 1.4 1.5 1.4 1.5 1.5 Ratio of Earnings to Combined Fixed Charges and Preferred Dividends 1.3 1.3 1.3 1.4 1.4
76 EX-21.1 10 k74377exv21w1.txt SUBSIDIARIES . . . EXHIBIT 21.1 SUBSIDIARIES
Percentage Name Jurisdiction of Ownership ---- ------------ ------------ PLC/Novi West LLC Delaware 10% Ramco/Shenandoah LLC Delaware 40% Ramco/West Acres LLC Delaware 40% S-12 Associates Michigan 50% 28th Street Kentwood Associates Michigan 50% East Town Plaza, LLC Delaware 100% East Town Plaza Holdings Corp. Delaware 100% North Lakeland Properties, Inc. Michigan 100% Novi West Development L.L.C. Michigan 100% Ramco Acquisitions, L.L.C. Michigan 100% Ramco Acquisitions II, L.L.C.. Michigan 100% Ramco Acquisitions IV, L.L.C. Michigan 100% Ramco Auburn Hills Acquisitions, Inc. Michigan 100% Ramco Cox Creek, LLC Michigan 100% Ramco Crofton Plaza, LLC Maryland 100% Ramco Gaines LLC Michigan 100% Ramco-Gershenson, Inc. and Subsidiary Michigan 100% Ramco Madison Center, LLC Michigan 100% Ramco Properties Associates Limited Partnership Michigan 100% Ramco Properties GP, L.L.C. Michigan 100% Ramco Roseville Plaza, LLC Michigan 100% Ramco SPC, Inc Michigan 100% Ramco SPC II, Inc. Michigan 100% Ramco Virginia Management L.L.C. Michigan 100% Ramco/Coral Creek Manager, LLC Michigan 100% Ramco/Cox Creek, LLC Michigan 100% Ramco/Crossroads at Royal Palm, LLC Michigan 100% Ramco/Crossroads at Royal Palm, Manager, LLC Michigan 100% Ramco/Shenandoah Managing Member LLC Michigan 100% Ramco/West Oaks II-Spring Meadows, LLC Michigan 100% Ramco/WOII-SM Manager, LLC Michigan 100% Ramco-Gershenson Properties, L.P Delaware 100% RG Naples, LLC Michigan 100% Rossford Development LLC Delaware 100% RPT/INVEST, LLC Delaware 100% RPT/INVEST II, LLC Delaware 100%
77 EX-23.1 11 k74377exv23w1.txt CONSENT OF DELOITTE & TOUCHE LLP EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference of our report dated February 13, 2003 (which report expresses an unqualified opinion and includes an explanatory paragraph relating to its changed method of accounting for the impairment or disposal of long-lived assets in 2002 and derivative instruments and hedging activities in 2001), appearing in the Annual Report on Form 10-K of Ramco-Gershenson Properties Trust for the year ended December 31, 2002 in the following registration statements:
REGISTRATION FORM NUMBER Form S-3 333-99345 Form S-8 333-66409 Form S-8 333-42509
Detroit, Michigan March 24, 2003 78 EX-99.3 12 k74377exv99w3.txt 906 CERTIFICATION OF DENNIS E. GERSHENSON, CEO EXHIBIT 99.3 CERTIFICATION PURSUANT TO SECTION 906 OF SARBANES-OXLEY ACT OF 2002 I, Dennis E. Gershenson, President and Chief Executive Officer of Ramco-Gershenson Properties Trust (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Annual Report on Form 10-K of the Company for the period ended December 31, 2002 which this certification accompanies fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Dennis E. Gershenson - ------------------------ Dennis E. Gershenson President and Chief Executive Officer March 24, 2003 79 EX-99.4 13 k74377exv99w4.txt 906 CERTIFICATION OF RICHARD J. SMITH, CFO EXHIBIT 99.4 CERTIFICATION PURSUANT TO SECTION 906 OF SARBANES-OXLEY ACT OF 2002 I, Richard J. Smith, Chief Financial Officer Ramco-Gershenson Properties Trust (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Annual Report on Form 10-K of the Company for the period ended December 31, 2002 which this certification accompanies fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Richard J. Smith - -------------------- Richard J. Smith Chief Financial Officer March 24, 2003 80 -----END PRIVACY-ENHANCED MESSAGE-----


Maryland (State or Other Jurisdiction of Incorporation or Organization)		13-6908486 (I.R.S. Employer Identification No.)

27600 Northwestern Highway Southfield, Michigan (Address of Principal Executive Offices)		48034 (zip code)


		Name of Each Exchange
Title of Each Class		On Which Registered

Common Shares of Beneficial Interest, $0.01 Par Value Per Share		New York Stock Exchange
Series B Cumulative Preferred Shares $0.01 Par Value Per Share		New York Stock Exchange


PART I
PART II
RESPONSIBILITY FOR CONSOLIDATED FINANCIAL STATEMENTS
PART III
PART IV
SIGNATURES
CERTIFICATIONS
INDEPENDENT AUDITORS’ REPORT
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF CASH FLOWS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
Mortgage Assignment of Leases & Rent
Fixed Rate Note Dated July 12, 2002
4th Amended and Restated Master Revolving Credit
4th Amended and Restated Note, December 30, 2002
2nd Amended and Restated Unsecured Term Loan Agrmt
Form of Amended & Restated Note
Computation of Ratio of Earnings
Subsidiaries
Consent of Deloitte & Touche LLp
906 Certification of Dennis E. Gershenson, CEO
906 Certification of Richard J. Smith, CFO


					% of
	Total		Annualized		Annualized		Aggregate		% of Total
	Number of		Base Rental		Base Rental		GLA Leased		Company
Tenant	Stores		Revenue(1)		Revenue		by Tenant		Owned GLA

Wal-Mart		13	$	5,289,204		7.4%		1,227,126		12.2%
Kmart		7		3,207,406		4.5%		712,032		7.1%
A&P/Farmer Jack		5		2,405,664		3.4%		252,280		2.5%
Publix		6		2,251,829		3.1%		286,877		2.9%
Circuit City		3		1,469,481		2.1%		117,325		1.2%
Jo-Ann Fabric		6		1,457,457		2.1%		153,758		1.5%
Kohls		4		1,455,855		2.1%		274,084		2.7%
TJ Maxx/Marshalls		7		1,434,792		2.0%		199,406		2.0%


		Annualized		% of Annualized			Aggregate		% of Total
		Base Rental		Base Rental			GLA Leased		Company
Type of Tenant		Revenue(1)		Revenue			by Tenant		Owned GLA

Anchor		$	38,432,821		54.2	%		6,370,682		63.7	%
Retail (non-anchor)			32,519,497		45.8	%		2,688,171		26.9	%
Available			—		—			946,649		9.4	%

	Total	$	70,952,318		100.0	%		10,005,502		100.0	%


	Item			Page

PART I		1.	Business		2
		2.	Properties		8
		3.	Legal Proceedings		13
		4.	Submission of Matters to a Vote of Security Holders		13
PART II		5.	Market for Registrant’s Common Equity and Related Stockholder Matters		14
		6.	Selected Financial Data		15
		7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		16
		7A.	Quantitative and Qualitative Disclosures About Market Risk		31
		8.	Financial Statements and Supplementary Data		32
		9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		33
PART III		10.	Directors and Executive Officers of the Registrant		33
		11.	Executive Compensation		33
		12.	Security Ownership of Certain Beneficial Owners and Management		34
		13.	Certain Relationships and Related Transactions		34
		14.	Controls and Procedures		35
PART IV		15.	Exhibits, Financial Statement Schedules, and Reports on Form 8-K		36


				Annualized Base
		Number of		Rental At		Company
State		Properties		December 31, 2002(1)		Owned GLA

Michigan			22	$	29,765,210		4,120,474
Florida			12		11,779,318		1,521,991
Tennessee			6		3,719,496		793,315
Georgia			5		4,331,616		644,931
Ohio			4		6,318,339		813,414
North Carolina			2		2,018,157		367,108
South Carolina			2		2,030,513		363,428
New Jersey			1		2,818,408		224,138
Wisconsin			2		3,597,881		538,413
Virginia			1		2,485,408		240,042
Alabama			1		747,451		126,701
Maryland			1		1,340,521		251,547

	Total		59	$	70,952,318		10,005,502


(1)	“Annualized Base Rental Revenue” is equal to December 2002 base rental revenues multiplied by 12.


(1)	Anchor-owned store
(2)	50% general partner interest
(3)	Represents year constructed/acquired/year of latest renovation or expansion by either the Company or the former Ramco Group, as applicable.
(4)	Wal-Mart currently is not occupying its leased premises in this shopping center but remains obligated to pay under the terms of the respective lease agreement. The space leased by Wal-Mart has been subleased to third parties.
(5)	Tenant closed — lease obligated
(6)	Owned by others
(7)	40% joint venture interest
(8)	The tenant has vacated the space but is still obligated to pay rent. The space is currently subleased to a third party.
(9)	We define anchor tenants as single tenants which lease 19,000 square feet or more at a property.
(10)	Anchor owned expansion



	Share Price

Quarter Ended	High		Low

March 31, 2001	$	15.00	$	13.25
June 30, 2001		17.55		13.70
September 30, 2001		18.15		14.33
December 31, 2001		17.57		16.05
March 31, 2002	$	18.30	$	16.15
June 30, 2002		20.85		17.64
September 30, 2002		20.50		17.49
December 31, 2002		20.06		16.91


	Dividend
Record Date	Distribution		Payment Date

March 31, 2001	$	.42		April 17, 2001
June 30, 2001	$	.42		July 17, 2001
September 30, 2001	$	.42		October 16, 2001
December 31, 2001	$	.42		January 15, 2002


Item 6.	Selected Financial Data (In thousands, except per share data and number of properties)



		Year Ended December 31,

		2002		2001		2000			1999		1998

Operating Data (in thousands, except per share amounts):
Total revenue		$	91,223	$	89,502	$	87,131		$	82,944	$	76,755
Operating income			10,474		12,275		12,977			14,999		12,413
Gain on sale of real estate			—		5,550		3,795			974		—
Income from continuing operations			8,646		13,138		12,315			11,140		11,743
Discontinued operations, net of minority interest(1)
	Gain on sale of property		2,164		—		—			—		—
	Income from operations		196		725		705			699		670
Income before cumulative effect of change in accounting principle			11,006		13,863		13,020			11,839		8,658
Cumulative effect of change in accounting principle(2)			—		—		(1,264	)		—		—
Net income			11,006		13,863		11,756			11,839		8,658
Preferred share dividends			1,151		3,360		3,360			3,407		1,614
Gain on redemption of preferred shares			2,425		—		—			—		—
Net income available to common Shareholders			12,280		10,503		8,396			8,432		7,044
Per Common Share Data:
Earnings per share from continuing Operations
	Basic	$	0.94	$	1.38	$	1.25		$	1.17	$	0.99
	Diluted		0.93		1.37		1.25			1.17		0.98
Earnings per share after cumulative effect of change in accounting principle:
	Basic	$	1.17	$	1.48	$	1.17		$	1.17	$	0.99
	Diluted		1.16		1.47		1.17			1.17		0.98
Cash dividends declared per common share		$	1.68	$	1.68	$	1.68		$	1.68	$	1.68
Distributions to common shareholders		$	16,249	$	11,942	$	12,091		$	12,126	$	11,970
Weighted average shares outstanding:
	Basic		10,529		7,105		7,186			7,218		7,133
	Diluted		10,628		7,125		7,187			7,218		7,165
Balance Sheet Data:
Cash and cash equivalents		$	9,974	$	5,542	$	2,939		$	5,744	$	4,550
Accounts receivable, net			21,425		17,627		15,954			12,791		9,864
Investment in real estate (before accumulated depreciation)			707,092		557,349		557,995			542,955		535,980
Total assets			697,842		552,729		560,284			550,506		544,404
Mortgages and notes payable			423,248		347,275		354,008			337,552		328,248
Total liabilities			450,253		371,167		374,439			358,662		348,727
Minority interest			46,586		48,157		47,301			48,396		48,535
Shareholders equity			201,003		133,405		138,544			143,448		147,142


(1)	As described more fully in the consolidated financial statements, during 2001, we sold two shopping centers and four parcels of land. During 2002, we sold Hickory Corners shopping center and accounted for the transaction as discontinued operations, in accordance with Statement of Financial Accounting Standards No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets”, which we adopted on January 1, 2002. In accordance with this pronouncement, long-lived assets that were sold subsequent to December 31, 2001 have been classified as discontinued operations for all periods presented.

(2)	In 2000, we changed our method of accounting for percentage rental revenue in accordance with SEC Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements.” See Note 15 in the accompanying financial statements.

(3)	We have adopted the most recent National Association of Real Estate Investment Trusts (“NAREIT”) definition of FFO, which was amended effective April 2002. Under the NAREIT definition, FFO represents income before minority interest, excluding extraordinary items, as defined under accounting principles generally accepted in the United States of America, gains on sales of depreciable property, plus real estate related depreciation and amortization (excluding amortization of financing costs), and after adjustments for unconsolidated partnerships and joint ventures. Our computation of FFO may, however, differ from the methodology for calculating FFO utilized by other real estate companies, and therefore, may not be comparable to these other real estate companies. FFO should not be considered an alternative to net income as an indication of our performance or to cash flows as a measure of liquidity or our ability to pay distributions.

	FFO does not represent cash generated from operating activities in accordance with accounting principles generally accepted in the United States of America and should not be considered an alternative to net income as an indication of our performance or to cash flows from operating activities a measure of liquidity or our ability to pay distributions. Furthermore, while net income and cash generated from operating, investing and financing activities, determined in accordance with accounting principles generally accepted in the United States of America, consider capital expenditures which have been incurred, the calculations of FFO does not.


Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.


							% of
							Annualized					% of Total
			Average Base		Annualized		Base Rental			Leased		Company
			Rental Revenue per		Base Rental		Revenue as of			Company		Owned GLA
	No. of		sq. ft. as of		Revenue as of		12/31/02			Owned GLA		Represented
Lease	Leases		12/31/02 Under		12/31/02 Under		Represented by			Expiring		by Expiring
Expiration	Expiring		Expiring Leases		Expiring Leases(1)		Expiring Leases			(in square feet)		Leases

2003		193	$	10.95	$	6,375,449		9.0	%		582,424		6.4	%
2004		157	$	8.56	$	6,930,528		9.8	%		810,036		8.9	%
2005		160	$	9.29	$	7,430,495		10.5	%		799,895		8.8	%
2006		141	$	9.57	$	7,182,673		10.1	%		750,367		8.3	%
2007		104	$	8.97	$	5,104,975		7.2	%		569,359		6.3	%



	Increase (Decrease)

	Amount
	(millions)			Percentage

Same Center	$	(3.8	)		(6.3	)%
Acquisitions		5.2			8.7
Dispositions		(0.3	)		(0.5	)

	$	1.1			1.9	%



	Increase (Decrease)

	Amount
	(millions)			Percentage

Same Center	$	0.4			1.9	%
Acquisitions		1.9			8.3
Dispositions		(0.1	)		(0.7	)

	$	2.2			9.5	%



	Increase (Decrease)

	Amount
	(millions)			Percentage

Same Center	$	0.4			1.5	%
Acquisitions		1.8			7.7
Dispositions		(0.1	)		(0.6	)

	$	2.1			8.6	%


							Increase
	2002			2001			(Decrease)

Average loan balance	$	376,049		$	339,580		$	36,469
Average rate		7.1	%		7.7	%		(0.6	)%
Total interest	$	26,577		$	26,025		$	552
Amortization of loan fees		968			554			414
Capitalized interest and other		(1,116	)		(247	)		(869	)

	$	26,429		$	26,332		$	97



				Payments Due by Period

				Less than		1 - 3		4 - 5		After 5
Contractual Obligations		Total		1 year		years		years		years

Long-term debt		$	423,248	$	66,055	$	225,406	$	62,703	$	69,084
Operating lease			545		363		182		—		—
Unconditional construction cost obligations			642		642		—		—		—

	Total contractual cash obligations	$	424,435	$	67,060	$	225,588	$	62,703	$	69,084



			Years Ended December 31,

			2002			2001			2000

Net income available to common shareholders			$	12,280		$	10,503		$	8,396
Add:
	Depreciation and amortization expense			17,969			17,148			15,584
	Cumulative effect of change in accounting principle			—			—			1,264
	Minority interest in partnership:
		Continuing operations		2,618			5,500			4,655
		Discontinued operations		74			303			287
Less:
	Discontinued operations, gain on sale of property, net of minority interest			(2,164	)		—			—
	Gain on redemption of preferred shares			(2,425	)		—			—
	Gain on sale of real estate(1)			—			(5,207	)		(3,420	)

Funds from Operations — basic				28,352			28,247			26,766
Add: Convertible preferred share dividends(2)				828			3,360			3,360

Funds from Operations — diluted			$	29,180		$	31,607		$	30,126

Basic Weighted Average Shares Outstanding(3)				13,468			10,050			10,131
Convertible Preferred Shares & Options				891			2,020			2,001

Diluted Weighted Average Shares Outstanding				14,359			12,070			12,132

Supplemental disclosure:
	Straight-Line rental income		$	2,848		$	2,135		$	3,383

Amortization of management contracts and covenants not to compete			$	—		$	224		$	224


(1)	Excludes gain on sale of undepreciated land of $343 in 2001 and $375 in 2000.

(2)	Series B preferred shares are not convertible into common shares. Therefore they are excluded from the calculation.

(3)	For basic FFO, represents the weighted average total shares outstanding, assuming the redemption of all Operating Partnership Units for Common Shares. For diluted FFO, represents the weighted average total shares outstanding, assuming the redemption of all Operating Partnership Units for Common Shares, the Series A Preferred Shares converted to Common Shares in 2001 and 2000, and the Common Shares issuable under the treasury stock method upon exercise of stock options.


		/s/ Dennis E. Gershenson		/s/ Richard J. Smith

		Dennis E. Gershenson President and Chief Executive Officer		Richard J. Smith Chief Financial Officer


Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.


Independent Auditors’ Report			F-1
Balance Sheets as of December 31, 2002 and 2001			F-2
Statements of Income and Comprehensive Income for the years ended December 31, 2002, 2001 and 2000			F-3
Statements of Shareholders’ Equity for the years ended December 31, 2002, 2001 and 2000			F-4
Statements of Cash Flows for the years ended December 31, 2002, 2001 and 2000			F-5
Notes to Financial Statements			F-6


	3.1			Amended and Restated Declaration of Trust of the Company, dated October 2, 1997, incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997.
	3.2			Articles Supplementary to Amended and Restated Declaration of Trust, dated October 2, 1997, incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997.
	3.3			By-Laws of the Company adopted October 2, 1997, incorporated by reference to Exhibit 3.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997.
	10.1			1996 Share Option Plan of the Company, incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 1996.
	10.2			Employment Agreement, dated as of May 10, 1996, between the Company and Dennis Gershenson, incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 1996.
	10.3			Employment Agreement, dated as of May 10, 1996, between the Company and Richard Gershenson, incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 1996.
	10.4			Noncompetition Agreement, dated as of May 10, 1996, between Joel Gershenson and the Company, incorporated by reference to Exhibit 10.13 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 1996.
	10.5			Noncompetition Agreement, dated as of May 10, 1996, between Dennis Gershenson and the Company, incorporated by reference to Exhibit 10.14 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 1996.
	10.6			Noncompetition Agreement, dated as of May 10, 1996, between Richard Gershenson and the Company, incorporated by reference to Exhibit 10.16 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 1996.
	10.7			Letter Agreement, dated April 15, 1996, among the Company and Richard Smith concerning Mr. Smith’s employment by the Company, incorporated by reference to Exhibit 10.18 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 1996.


	10.8			Preferred Units and Stock Purchase Agreement dated as of September 30, 1997 by and among the Company, Special Situations RG REIT, Inc. and the Advancing Party named therein, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 1997.
	10.9			Agreement Regarding Exercise of Registration Rights dated as of September 30, 1997 among the Company, the Ramco Principals (as defined therein), the Other Holders (as defined therein), Special Situations RG REIT, Inc., and the Advancing Party, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 1997.
	10.10			Registration Rights Agreement dated as of September 30, 1997 by and among the Company, Special Situations RG REIT, Inc., and the Advancing Party named therein, incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 1997.
	10.11			Form of Contract of Sale dated July 7, 1997 relating to the acquisition of the Southeast Portfolio (Form #1), incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 1997.
	10.12			Form of Contract of Sale dated July 7, 1997 relating to the acquisition of the Southeast Portfolio (Form #2), incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 1997.
	10.13			Form of Contract of Sale dated July 7, 1997 relating to the acquisition of the Southeast Portfolio (Form #3), incorporated by reference to Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 1997.
	10.14			Agreement dated July 7, 1997 by and between Seller (as defined therein) and Ramco-Gershenson Properties, L.P., which agreement amends certain Contracts of Sale relating to the acquisition of the Southeast Portfolio, incorporated by reference to Exhibit 10.13 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 1997.
	10.15			Loan Agreement dated as of November 26, 1997 between Ramco Properties Associates Limited Partnership and Secore Financial Corporation relating to a $50,000,000 loan, incorporated by reference to Exhibit 10.36 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997.
	10.16			Promissory Note dated November 26, 1997 in the aggregate principal amount of $50,000,000 made by Ramco Properties Associates Limited Partnership in favor of Secore Financial Corporation, incorporated by reference to Exhibit 10.37 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997.
	10.17			Loan Agreement dated December 17, 1997 by and between Ramco-Gershenson Properties, L.P. and The Lincoln National Life Insurance Company relating to a $8,500,000 loan, incorporated by reference to Exhibit 10.38 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997.
	10.18			Note dated December 17, 1997 in the aggregate principal amount of $8,500,000 made by Ramco-Gershenson Properties, L.P. in favor of Lincoln National Life Insurance Company, incorporated by reference to Exhibit 10.39 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997.
	10.19			1997 Non-Employee Trustee Stock Option Plan of the Company, incorporated by reference to Exhibit 10.40 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997.
	10.20			Change of Venue Merger Agreement dated as of October 2, 1997 between the Company (formerly known as RGPT Trust, a Maryland real estate investment trust), and Ramco-Gershenson Properties Trust, a Massachusetts business trust, incorporated by reference to Exhibit 10.41 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997.


	10.21			Promissory Note dated as of February 27, 1998 in the principal face amount of $15,225,000 made by A.T.C., L.L.C. in favor of GMAC Commercial Mortgage Corporation, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 1998.
	10.22			Deed of Trust and Security Agreement dated as of February 27, 1998 by A.T.C., L.L.C to Lawyers Title Insurance Company for the benefit of GMAC Commercial Mortgage Corporation relating to a $15,225,000 loan, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 1998.
	10.23			Assignment and Assumption Agreement dated as of October 8, 1998 among A.T.C., L.L.C., Ramco Virginia Properties, L.L.C., A.T. Center, Inc., Ramco-Gershenson Properties Trust and LaSalle National Bank, as trustee for the registered holders of GMAC Commercial Mortgage Securities, Inc. Mortgage Pass-Through Certificates, incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 1998.
	10.24			Exchange Rights Agreement dated as of September 4, 1998 between Ramco-Gershenson Properties Trust, and A.T.C., L.L.C., incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 1998.
	10.25			Limited Liability Company Agreement of RPT/ INVEST LLC dated August 23, 1999, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the Period ended September 30, 1999.
	10.26			Amended, Restated and Consolidated Mortgage dated August 25, 2000 between Ramco-Gershenson Properties, L.P., (the “Operating Partnership”), and The Lincoln National Life Insurance Company, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the Period ended September 30, 2000.
	10.27			Second Amendment to Mortgage dated August 25, 2000 made by the Operating Partnership in connection with the Operating Partnership’s $25,000,000 borrowing arrangement, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the Period ended September 30, 2000.
	10.28			Form of Note dated August 25, 2000 made by the Operating Partnership, as Maker, in connection with the Operating Partnership’s $25,000,000 borrowing arrangement, incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the Period ended September 30, 2000.
	10.29			Form of Contract of Sale dated November 9, 2000 relating to the sale of White Lake MarketPlace made by the Company, as seller, and Pontiac Mall Limited Partnership, as the purchaser (transaction closed on January 29, 2001).
	10.30			Employment Agreement, dated as of April 16, 2001, between the Company and Joel Gershenson.
	10.31			Employment Agreement, dated as of April 16, 2001, between the Company and Michael A. Ward.
	10.32			Employment Agreement, dated as of April 16, 2001, between the Company and Bruce Gershenson.
	10.33			Mortgage dated April 23, 2001 between Ramco Madison Center LLC and LaSalle Bank National Association relating to a $10,340,000 loan.
	10.34			Promissory Note dated April 23, 2001 in the principal amount of $10,340,000 made by Ramco Madison Center LLC in favor of LaSalle Bank National Association.
	10.35			Limited Liability Company Agreement of Ramco/ West Acres LLC.
	10.36			Assignment and Assumption Agreement dated September 28, 2001 Among Flint Retail, LLC and Ramco/ West Acres LLC and State Street Bank and Trust for holders of J.P. Mortgage Commercial Mortgage Pass-Through Certificates.
	10.37			Limited Liability Company Agreement of Ramco/ Shenandoah LLC., Incorporated by reference to Exhibit 10.41 to the Company’s on Form 10-K for the year ended December 31, 2001.


10.38		Mortgage and Security Agreement, dated April 17, 2002 in the Principal amount of $13,000,000 between Ramco-Gershenson Properties, L.P. and Nationwide Life Insurance Company, incorporated by reference to Exhibit 10.43 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2002.
10.39		Assumption and Modification Agreement of a secured note dated May 16, 2002 between Phoenix Life Insurance Company, Horizon Village Associates and Ramco-Gershenson Properties, L.P. in the amount of $6,840,672, incorporated by reference to Exhibit 10.44 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2002.
10.40		Mortgage dated June 4, 2002 between Ramco and KeyBank relating to a $10,273,000 loan, incorporated by reference to Exhibit 10.45 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2002.
10.41		Promissory Note dated June 4, 2002 between Ramco/ Coral Creek, LLC and KeyBank National Association relating to a $10,272,000 loan, incorporated by reference to Exhibit 10.46 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2002.
10.42		Purchase and Sale Agreement, dated May 21, 2002 between Ramco-Gershenson Properties, L.P. and Shop Invest, LLC, incorporated by reference to Exhibit 10.47 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2002.
10.43		Computation of ratio of earnings to fixed charges and preferred dividends for the six months ended June 30, 2002, incorporated by Current Report on Form 8-K (filed with SEC on November 1, 2002).
10.44		Revised Financial statements and management’s discussion and analysis for 2001 on the basis of accounting for the sale of Hickory Corners shopping center on April 11, 2002, as income from discontinued operations, incorporated by Current Report on Form 8-K (filed with SEC on November 5, 2002).
10.45		Various exhibits related to the issuance of Series B 9.5% Cumulative Redeemable Preferred Shares of Beneficial Interest, incorporated by Current Report on Form 8-K (filed with SEC on November 12, 2002).
10.46	*	Mortgage, Assignment of Leases and Rent, Security Agreement and Fixture Filing by Ramco/ Crossroads at Royal Palm, LLC, as Mortgagor For the benefit of Solomon Brothers Realty Corp., as Mortgagee, for A $12,300,000 note.
10.47	*	Fixed rate note dated July 12, 2002 made by Ramco/ Crossroads at Royal Palm, LLC, as Maker, and Solomon Brothers Realty Corp., as payee in the amount of $12,300,000.
10.48	*	Fourth Amended and Restated Master Revolving Credit Agreement Dated December 30, 2002 among Ramco-Gershenson Properties, L.P., as the borrower, Ramco-Gershenson Properties Trust, as Guarantor and Fleet National Bank and the Banks which may become parties to the loan agreement, and Fleet National Bank, as Agent.
10.49	*	Form of Fourth Amended and Restated Note dated December 30, 2002 made by Ramco-Gershenson Properties, L.P., as Maker, in connection with the Operating Partnership’s $125,000,000 borrowing agreement.
10.50	*	Second Amended and Restated Unsecured Term Loan Agreement dated December 30, 2002 among Ramco-Gershenson Properties, L.P., as the Borrower, Ramco-Gershenson Properties, L.P., as Guarantor, and Fleet National Bank and other Banks which may become a party to this loan agreement, and Fleet National Bank, as Agent.
10.51	*	Form of Amended and Restated Note, dated December 30, 2002, made by Ramco-Gershenson Properties, L.P., as Borrower, in connection with borrowing agreement under Unsecured Term Loan Agreement.
12.1*		Computation of Ratio of Earnings to Combined Fixed Charges And Preferred Stock Dividends.


	21.1*			Subsidiaries
	23.1*			Consent of Deloitte & Touche LLP.
	99.3*			Certification of Dennis E. Gershenson as President and CEO pursuant Section 906 of the Sarbanes-Oxley Act of 2002.
	99.4*			Certification of Richard J. Smith as CFO pursuant Section 906 of the Sarbanes-Oxley Act of 2002.


		Ramco-Gershenson Properties Trust

Dated: March 24, 2003		By: /s/ JOEL D. GERSHENSON Joel D. Gershenson, Chairman


Dated: March 24 , 2003		By: /s/ JOEL D. GERSHENSON Joel D. Gershenson, Trustee and Chairman

Dated: March 24, 2003		By: /s/ DENNIS E. GERSHENSON Dennis E. Gershenson, Trustee and President (Principal Executive Officer)

Dated: March 24, 2003		By: /s/ STEPHEN R. BLANK Stephen R. Blank, Trustee

Dated: March 24, 2003		By: /s/ ARTHUR H. GOLDBERG Arthur H. Goldberg, Trustee

Dated: March , 2003		By: James Grosfeld, Trustee

Dated: March 24, 2003		By: /s/ ROBERT A. MEISTER Robert A. Meister, Trustee

Dated: March 24, 2003		By: /s/ JOEL M. PASHCOW Joel M. Pashcow, Trustee

Dated: March 24, 2003		By: /s/ MARK K. ROSENFELD Mark K. Rosenfeld, Trustee

Dated: March 24, 2003		By: /s/ RICHARD J. SMITH Richard J. Smith, Chief Financial Officer (Principal Financial and Accounting Officer)



			December 31,

			2002			2001


			(In thousands, except
			per share amounts)
ASSETS
Investment in real estate, net			$	628,953		$	496,269
Cash and cash equivalents				9,974			5,542
Accounts receivable, net				21,425			17,627
Equity investments in and advances to unconsolidated entities				9,578			7,837
Other assets, net				27,912			25,454

		Total Assets	$	697,842		$	552,729

LIABILITIES AND SHAREHOLDERS’ EQUITY
Mortgages and notes payable			$	423,248		$	347,275
Distributions payable				6,384			5,062
Accounts payable and accrued expenses				20,621			18,830

		Total Liabilities		450,253			371,167
Minority Interest				46,586			48,157
Commitments and Contingencies				—			—
SHAREHOLDERS’ EQUITY
	Preferred Shares, par value $.01, 10,000 shares authorized; 1,400 Series A convertible shares issued and outstanding in 2001, liquidation value of $35,000			—			33,829
	Preferred Shares, par value $.01, 10,000 shares authorized; 1,000 Series B shares issued and outstanding in 2002, none in 2001, liquidation value of $25,000			23,804			—
	Common Shares of Beneficial Interest, par value $.01, 30,000 shares authorized; 12,268 and 7,092 issued and outstanding, respectively			122			71
	Additional paid-in capital			233,648			150,186
	Accumulated other comprehensive loss			(2,930	)		(3,179	)
	Cumulative distributions in excess of net income			(53,641	)		(47,502	)

Total Shareholders’ Equity				201,003			133,405

		Total Liabilities and Shareholders’ Equity	$	697,842		$	552,729


											Accumulated
					Common			Additional			Other			Cumulative			Total
		Preferred			Stock			Paid-In			Comprehensive			Earnings/			Shareholders’
		Stock			Par Value			Capital			Loss			Distributions			Equity


		(In thousands, except share amounts)
Balance, January 1, 2000		$	33,829		$	72		$	151,973		$	—		$	(42,426	)	$	143,448
	Cash distributions declared														(12,054	)		(12,054	)
	Preferred shares dividends declared														(3,360	)		(3,360	)
	Purchase and retirement of common shares					(1	)		(1,245	)								(1,246	)
	Net income and comprehensive income														11,756			11,756

Balance, December 31, 2000			33,829			71			150,728			—			(46,084	)		138,544
	Cash distributions declared														(11,921	)		(11,921	)
	Preferred shares dividends declared														(3,360	)		(3,360	)
	Purchase and retirement of common shares								(654	)								(654	)
	Stock options exercised								112									112
	Net income and comprehensive income											(3,179	)		13,863			10,684

Balance, December 31, 2001			33,829			71			150,186			(3,179	)		(47,502	)		133,405
	Cash distributions declared														(18,419	)		(18,419	)
	Preferred shares dividends declared														(1,151	)		(1,151	)
	Conversion of Operating Partnership Units to common shares								224									224
	Conversion of preferred shares to common shares		(4,833	)		3			4,830									—
	Redemption of Series A Preferred shares		(28,996	)											2,425			(26,571	)
	Issuance of common stock					48			77,650									77,698
	Issuance of Series B Preferred shares		23,804															23,804
	Purchase and retirement of common shares								(42	)								(42	)
	Stock options exercised								800									800
	Net income and comprehensive income											249			11,006			11,255

Balance, December 31, 2002		$	23,804		$	122		$	233,648		$	(2,930	)	$	(53,641	)	$	201,003


Revenue		$	89,128
Expenses			76,151

Operating income			12,977

Net income		$	11,756

Net income:
	Basic earnings per share	$	1.17

	Diluted earnings per share	$	1.17


Cash	$	179
Accounts receivable		1,627
Other assets		3,447
Accounts payable and accrued expenses		(993	)

Reduction in equity investments in unconsolidated entities	$	4,260


	2002			2001

Land	$	94,924		$	77,546
Buildings and improvements		588,717			471,317
Construction in progress		23,451			8,486

		707,092			557,349
Less: accumulated depreciation		(78,139	)		(61,080	)

Investment in real estate — net	$	628,953		$	496,269


	Ownership as of
Unconsolidated Entities	December 31, 2002

28th Street Kentwood Associates		50%
S-12 Associates		50%
Ramco/West Acres LLC		40%
Ramco/Shenandoah LLC		40%
PLC Novi West Development, LLC		10%